February 26, 2026 – TheNewswire - Trailbreaker Resources Ltd. (TBK.V) (“Trailbreaker” or “the Company”) today announces a non-brokered structured private placement offering (the “Offering”), to consist of the sale of the following securities:

a. up to 2,142,857 CMETC flow-through units (“CMETC FT Units”) at a price of $0.56 per CMETC FT Unit, to raise gross proceeds of up to $1.2 million, to fund critical minerals exploration expenses , each CMETC FT Unit consisting of 1 CMETC FT common share and ½ of a common share purchase warrant, each of which will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each full warrant is exercisable at $0.50 for 24 months from the date of issue for one non-flow-through common share; and

b. up to 3,600,000 flow-through units (“FT Units”) at a price of $0.50 per FT Unit to raise gross proceeds of up to $1.8 million, each FT Unit consisting of 1 FT common share and ½ of a common share purchase warrant, each of which will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act. Each full warrant is exercisable at $0.50 for 24 months from the date of issue for one non-flow-through common share.

All of the FT Units and CMETC FT Units issued pursuant to the Offering, which is subject to TSX Venture Exchange acceptance, will be subject to a hold period in Canada of four months plus one day from closing.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units and CMETC FT Units, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” that qualify, in the case of the FT Units, as “flow-through mining expenditures” within the meaning of the Tax Act, and, in the case of the CMETC FT Units, as “flow-through critical mineral mining expenditures” within the meaning of the Tax Act, and, in each case, for FT Units and CMETC FT Units purchased by eligible British Columbia purchasers, as "BC flow-through mining expenditures" that meet the criteria set forth in subsection 4.721(1) of the Income Tax Act (British Columbia), in respect of the exploration activities on the Company's properties in British Columbia (the “Qualifying Expenditures”). The Qualifying Expenditures will be incurred on or before December 31, 2027, and renounced by the Company to the initial purchasers of the FT Units and CMETC FT Units effective December 31, 2026.

The proceeds of the Private Placement will be used to advance the Company’s various exploration projects.

ON BEHALF OF THE BOARD

 

Daithi Mac Gearailt

President and Chief Executive Officer

For new information about the Company’s projects, please visit Trailbreaker’s website at TrailbreakerResources.com and sign up to receive news. For further information, follow Trailbreaker’s tweets at Twitter.com/TrailbreakerLtd, use the ‘Contact’ section of our website,

or contact us at   (604) 681-1820 or at info@trailbreakerresources.com.

 

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.