Trailbreaker Closes $3.5m Flow-Through Financing
March 25, 2026 - Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company"), further to its news releases dated February 26, 2026, March 3, 2026, and March 11, 2026, is pleased to announce that it has closed its non-brokered charity flow-through private placement (the "Offering") for gross proceeds of $3.5 million. The Company has issued: a) 2,500,000 CMETC flow-through units ("CMETC FT Units") at a price of $0.56 per CMETC FT Unit, for aggregate gross proceeds of $1.4 million, to fund critical mineral 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) 4,200,000 flow-through units ("FT Units") at a price of $0.50 per FT Unit for aggregate gross proceeds of $2.1 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 are subject to a hold period in Canada of four months plus one day from closing.
The Company has paid cash finders' fees totaling $108,150 and issued 324,000 non-transferable broker warrants exercisable at $0.50 for 2 years, in accordance with Exchange policies.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units and the 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.
The Offering is subject to final Exchange approval.
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.
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