Trailbreaker Resources Announces Flow-Through Financing

VANCOUVER, March 19, 2024 - Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") today announces a non-brokered structured private placement offering (the "Offering"), consisting of the issuance of the following securities:

1. up to 1,406,250 CMETC Flow-Through Units (the "CMETC FT Units") at a price of $0.64 per CMETC FT Unit, to raise gross proceeds of up to $900,000, each CMETC FT Unit consisting of one (1) flow-through common share ("FT Share") of the Company and one half (1/2) of one transferable non-flow-through common share purchase warrant (each whole common share purchase warrant, a "Warrant").
   
   
2. up to 2,593,750 Flow-Through Units (the "FT Units," together with the CMETC FT Units, "Offered Securities") at a price of $0.56 per FT Unit, to raise gross proceeds of up to $1,452,500, each FT Unit consisting of one (1) FT Share and one half (1/2) of one Warrant.
   

Each Warrant will be exercisable to acquire one additional non-flow-through common share of the Company at a price of $0.60 for 24 months following the date of issuance.

The gross proceeds raised from the issuance of the CMETC FT Units will be used to fund "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in subsection 66.1(6) and subsection 127(9) of the Income Tax Act (Canada) respectively thereby being eligible for the 30% federal Critical Mineral Exploration Tax Credit and will also be eligible for the 20% British Columbia mining flow-through share tax credit pursuant to section 4.721 of the Income Tax Act (BC).

The gross proceeds raised from the issuance of the FT Units will be used to fund "Canadian exploration expenses" within the meaning of subsection 66.1(6) Income Tax Act (Canada).

The Company plans to use the proceeds from the Offering to conduct exploration work across a number of projects in 2024 and 2025. Exploration will be conducted on projects with demonstrated potential for critical metals and/or precious metals.

The Offering is expected to close on or about April 10, 2024 and is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, acceptance of the TSX Venture Exchange. The Offered Securities will be subject to a hold period of four months and one day from the closing date of the Offering in accordance with applicable securities laws.

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.