Trailbreaker Files FOR Approval of Financing
TRAILBREAKER FILES FOR APPROVAL OF FINANCING
March 1, 2023 – Trailbreaker Resources Ltd. (TBK.V) (“Trailbreaker” or “the Company”) today announces
that the Company has filed documents with the TSX Venture Exchange (the “Exchange”) seeking approval
to close its previously announced (see news release February 9, 2023) non-brokered private placement of
flow-through and non -flow through units (the “Private Pl acement”) for combined aggregate gross
proceeds of $809,120.
On receipt of TSX Venture Exchange approval, the Company will issue 4,216,000 flow-through units (“FT
Unit”) at a price of $0.12 per FT Unit, for gross proceeds of $505,920, each FT Unit consis ting of one (1)
flow-through common share and one (1) common share purchase warrant, each warrant being
exercisable for an additional common share of the Company at a price of $0.15 for 36 months following
the date of issuance, subject to the right of the Company to accelerate the exercise period to 30 days if,
following the expiry of the 4 -month hold, shares of the Company close at or above $0.25 for 10
consecutive trading days. The flow -through shares will entitle the holder to receive the tax benefits
applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).
The Company will also issue up to 3,032,000 non-flow through units (“NFT Unit”) at a price of $0.10 per
NFT Unit for aggregate gross proceeds of $303,200, each NFT Unit consisting of one (1) common share
and one (1) common share purchase warrant, each warrant being exercisable for an additional com mon
share of the Company at a price of $0.15 for 36 months following the date of issuance, subject to the right
of the Company to accelerate the exercise period to 30 days if, following the expiry of the 4-month hold,
shares of the Company close at or above $0.25 for 10 consecutive trading days.
In connection with the Private Placement, and on receipt of Excahge approval, the Company will pay 3
finders cash finders’ fees totalling $7,860 and issue 72,000 broker warrants, such broker warrants being
exercisable at $0.15 for 36 months. All securities issued pursuant to the Private Placement will be subject
to a four month and one day hold period. The Private Placement is subject to approval by the TSX Venture
Exchange.
Druid Exploration Inc., a company fully owned by the President and CEO of Trailbreaker, has participated
in the Financing for 300,000 Flow-Through Units ($36,000), that portion of the Financing a “related party
transaction” as such term is defined under MI 61-101 – Protection of Minority Security Holders in Special
Transactions. The Company is relying on exemptions from the formal valuation requirement of MI -61-
101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the
TSX-V: TBK
APRAF.PK
Frankfurt:KCG1
TRAILBREAKER RESOURCES LTD.
650 W. Georgia Street, #2110
Vancouver, British Columbia
Canada, V6B 4N8
Telephone: 604 681 1820
Facsimile: 604 681 1864
https://www.TrailbreakerResources.com
https://twitter.com/TrailbreakerLtd.
transaction, insofar as it involves the interested party, is not more than 25% of the Company’s market
capitalization.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible “Canadian
exploration expenses” that qualify as “flow -through mining expenditures” as both ter ms are defined in
the Income Tax Act (Canada) (the “Qualifying Expenditures”) on or before December 31, 20 24, and to
renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December
31, 2023.
The proceeds of the Pri vate Placement will be used to advance the Company’s various exploration
projects, and for working capital purposes.
ON BEHALF OF THE BOARD
Daithi Mac Gearailt
President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.