Trailbreaker Resources Ltd. has closed a non-brokered charity flow-through private placement, raising gross proceeds of $3.5 million. The company issued two types of units: 2,500,000 CMETC flow-through units at $0.56 each for $1.4 million, and 4,200,000 flow-through units at $0.50 each for $2.1 million. Each unit consists of one flow-through common share and one-half of a common share purchase warrant, with full warrants exercisable at $0.50 for 24 months from the date of issue.
The financing structure is designed to incentivize investment through Canadian tax legislation. The shares qualify as "flow-through shares" under subsection 66(15) of the Income Tax Act (Canada). This allows the company to renounce eligible Canadian exploration expenses to investors, who can then deduct these expenses from their taxable income. For the CMETC FT Units, the proceeds are earmarked specifically for "flow-through critical mineral mining expenditures," while the FT Units fund "flow-through mining expenditures." For eligible British Columbia purchasers, these may also qualify as "BC flow-through mining expenditures" under provincial tax law.
The company will use the proceeds to incur Qualifying Expenditures on its properties in British Columbia on or before December 31, 2027, with renouncement to initial purchasers effective December 31, 2026. The funds are intended to advance the company's various exploration projects. All units issued are subject to a standard four-month plus one day hold period in Canada. In connection with the offering, the company paid cash finders' fees totaling $108,150 and issued 324,000 non-transferable broker warrants.
This financing highlights the growing financial mechanisms supporting critical mineral exploration, which is essential for supply chains in technology and clean energy. Flow-through share structures are a significant tool in Canada for directing private capital into high-risk mineral exploration by offsetting investor risk with tax benefits. The focus on critical minerals aligns with global efforts to secure supplies of resources vital for electronics, renewable energy infrastructure, and defense applications.
The offering remains subject to final approval by the TSX Venture Exchange. For more information, the company's website is available at https://TrailbreakerResources.com. The original press release can be viewed on https://www.newmediawire.com.
