30 December 2022
Not for dissemination in the United States of America or through U.S. newswire services.
Toronto, Ontario, December 30, 2022 – New Break Resources Ltd. (“New Break” or the “Company”) (CSE: NBRK) is pleased to announce that it has closed a non-brokered private placement financing (the “Financing”) of 830,000 flow-through common shares (“Flow-Through Shares”) at a price of $0.15 per Flow-Through Share for aggregate gross proceeds of $124,500. The Flow-Through Shares issued as part of the Financing are subject to a hold period of four months and one day from the date of closing of the Financing. No broker fees were paid in connection with the Financing. The completion of the Financing is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including final approval of the Canadian Securities Exchange (the “CSE”).
The gross proceeds received by the Company from the sale of the Flow-Through Shares will be used to incur eligible “Canadian Exploration Expenses” (“CEE”) that are “flow-through mining expenditures” (as such term is defined in the Income Tax Act (Canada) (the “Tax Act”) related to the Company’s Moray project located in Ontario on the Cadillac Larder-Lake Fault Zone, approximately 49 km south of Timmins and 32 km northwest of the Young-Davidson gold mine operated by Alamos Gold Inc. The Company will renounce such CEE to the purchasers of the Flow-Through Shares with an effective date of no later than December 31, 2022.
A senior officer (the “Officer”) of the Company subscribed for 30,000 Flow-through Shares as part of the Financing, representing approximately 3.6% of the Financing. This issuance of securities to the Officer constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Financing by the Officer does not exceed 25% of the fair market value of the Company’s market capitalization.
Results of Annual General Meeting
The Company held its Annual General Meeting of shareholders on Thursday, December 15, 2022 (the “Meeting”). A total of 24,274,250 common shares were represented in person or by proxy at the Meeting, representing 60.45% of the Company's issued and outstanding common shares. All directors nominated as listed in the Management Information Circular dated November 14, 2022 (the “Circular”), were re-elected, as shown in the following table below:
|
Nominee |
Votes For |
Votes Against |
||
|
Michael Farrant |
24,274,250 |
100.00% |
- |
- |
|
Ashley Kirwan |
24,274,250 |
100.00% |
- |
- |
|
Andrew Malim |
24,274,250 |
100.00% |
- |
- |
|
Thomas Puppendahl |
24,274,250 |
100.00% |
- |
- |
|
Michael Skutezky |
24,074,250 |
99.18% |
200,000 |
0.82% |
At the Meeting, the shareholders of the Company also approved:
|
Matters Voted Upon |
Votes For |
Votes Withheld |
||
|
Appointment of Auditors |
24,154,250 |
99.51% |
120,000 |
0.49% |
|
Matters Voted Upon |
Votes For |
Votes Against |
||
|
Re-approval of the Stock Option Plan |
24,154,250 |
99.51% |
120,000 |
0.49% |
Grant of Stock Options
The Company also announces that it has granted incentive stock options to one director and one consultant, with such options entitling the holders thereof to acquire an aggregate of up to 350,000 common shares in the capital of the Company at an exercise price of $0.10 (the “Options”) in accordance with the Company’s 10% rolling incentive stock option plan. The Options are exercisable for a five-year term expiring on December 29, 2027 and vest immediately.