TBK Trailbreaker Resources Ltd

Trailbreaker Resources Ltd. (TBK.V) (“Trailbreaker” or “the Company”) today announces that the Company intends to complete a non-brokered private placement of flow-through and non-flow through units (the “Private Placement”) for combined aggregate gross proceeds of up to $900,000. The Private Placement is expected to close on or before February 24, 2023.

On receipt of TSX Venture Exchange approval, the Company will issue up to 5,000,000 flow-through units (“FT Unit”) at a price of $0.12 per FT Unit, for gross proceeds of up to $600,000, each FT Unit consisting of one (1) flow-through common share and one (1) common share purchase warrant, each warrant being exercisable for an additional common share of the Company at a price of $0.15 for 36 months following the date of issuance, subject to the right of the Company to accelerate the exercise period to 30 days if, following the expiry of the 4-month hold, shares of the Company close at or above $0.25 for 10 consecutive trading days. The flow-through shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).

In addition, the Company will issue up to 3,000,000 non-flow through units (“NFT Unit”) at a price of $0.10 per NFT Unit for aggregate gross proceeds of up to $300,000, each NFT Unit consisting of one (1) common share and one (1) common share purchase warrant, each warrant being exercisable for an additional common share of the Company at a price of $0.15 for 36 months following the date of issuance, subject to the right of the Company to accelerate the exercise period to 30 days if, following the expiry of the 4-month hold, shares of the Company close at or above $0.25 for 10 consecutive trading days.

In connection with the Private Placement, the Company may pay finders’ fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to a four month and one day hold period. The Private Placement is subject to approval by the TSX Venture Exchange.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2023.

The proceeds of the Private Placement will be used to advance the Company’s various exploration projects, and for working capital purposes.

ON BEHALF OF THE BOARD

Daithi Mac GearailtPresident 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.

TRAILBREAKER RESOURCES LTD.650 W. Georgia Street, #2110Vancouver, British ColumbiaCanada, V6B 4N8

Telephone:          604 681 1820Facsimile:            604 681 1864

https://www.TrailbreakerResources.comhttps://twitter.com/TrailbreakerLtd.