New Break Resources Ltd. (CSE: NBRK) has closed a non-brokered private placement flow-through financing, raising gross proceeds of $523,820 to advance drilling at its Moray gold project in northern Ontario. The company issued 2,381,000 flow-through shares at $0.22 per share, with proceeds designated as Canadian Exploration Expenses qualifying as flow-through mining expenditures under the Income Tax Act (Canada). The financing, which includes a related party transaction, keeps exploration momentum at Moray — a project located approximately 49 km southeast of Timmins in the Ontario Abitibi greenstone belt.

Key Points

  • New Break Resources Ltd. (CSE: NBRK | OTCQB: NBRKF | FSE: O91)
  • Closed a $523,820 non-brokered flow-through private placement on November 3, 2026
  • 2,381,000 flow-through shares issued at $0.22 each; CEE renouncement effective no later than December 31, 2026; statutory hold period expires March 4, 2027
  • Investors may be watching how proceeds are deployed in the ongoing Moray drilling programme

Flow-Through Structure Directs Proceeds to Moray Drilling Programme

All gross proceeds from the offering will be used for Canadian Exploration Expenses, specifically in connection with ongoing drilling at the Moray gold project. The company will renounce these expenses to purchasers of the flow-through shares with an effective date no later than December 31, 2026. Flow-through share structures are commonly used in Canadian junior mining to allow eligible exploration costs to be passed to investors as tax deductions, making them an attractive financing mechanism for companies at the exploration stage.

Finder's Fees and Warrant Terms From the NBRK Offering

New Break paid $12,012 in finder's fees in connection with the closing and issued 54,600 finder warrants. Each finder warrant entitles the holder to acquire one common share of the company at a price of $0.22, exercisable for a period of 24 months. All securities issued pursuant to the private placement are subject to a statutory hold period of four months and one day, expiring March 4, 2027, in accordance with applicable Canadian securities laws. The completion of the financing remains subject to final approval from the Canadian Securities Exchange.

Related Party Participation Triggers MI 61-101 Disclosure

Patricia Quigley, identified as a Control Person, purchased 455,000 flow-through shares in the offering, constituting a related party transaction under Multilateral Instrument 61-101. The company states it is relying on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the value of securities issued does not exceed 25% of the company's market capitalisation. The release states this position is taken in accordance with applicable regulatory requirements.

Moray Project Positioned Within Ontario's Established Abitibi Greenstone Belt

The Moray gold project sits approximately 49 km southeast of Timmins, Ontario, within the Abitibi greenstone belt, a well-known gold-producing region. New Break additionally holds a 20% carried interest in the Sundog gold project in Nunavut and owns 6.0 million shares of Guardian Exploration Inc. (TSXV: GX). The immediate share price impact of the financing was not clear from available public information.