Trailbreaker Resources Announces Flow-Through Financing up to $3M

(TheNewswire)

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

a. up to 2,142,857 CMETCflow-through units (“CMETC FT Units”) at a price of $0.56 perCMETC FT Unit, to raise gross proceeds of up to $1.2 million, to fundcritical minerals exploration expenses , each CMETC FT Unitconsisting of 1 CMETC FT common share and ½ of a common sharepurchase warrant, each of which will qualify as a "flow-throughshare" within the meaning of subsection 66(15) of theIncome Tax Act (Canada) (the "Tax Act"). Each full warrant isexercisable 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-throughunits (“FT Units”) at a price of $0.50 per FT Unit to raise grossproceeds of up to $1.8 million, each FT Unit consisting of 1 FT commonshare and ½ of a common share purchase warrant, each of which willqualify as a "flow-through share" within the meaning ofsubsection 66(15) of the Tax Act. Each full warrant is exercisable at$0.50 for 24 months from the date of issue forone non-flow-through common share.

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

The Company will use an amount equal to the grossproceeds received by the Company from the sale of the FT Units andCMETC FT Units, pursuant to the provisions in the Tax Act, to incureligible “Canadian exploration expenses” that qualify, in the caseof the FT Units, as “flow-through mining expenditures” within themeaning of the Tax Act, and, in the case of the CMETC FT Units, as“flow-through critical mineral mining expenditures” within themeaning of the Tax Act, and, in each case, for FT Units and CMETC FTUnits purchased by eligible British Columbia purchasers, as "BCflow-through mining expenditures" that meet the criteria setforth in subsection 4.721(1) of the Income Tax Act(British Columbia), in respect of the exploration activities on theCompany's properties in British Columbia (the “QualifyingExpenditures”). The Qualifying Expenditures will be incurred on orbefore December 31, 2027, and renounced by the Company to the initialpurchasers of the FT Units and CMETC FT Units effective December 31,2026.

The proceeds of the Private Placement will be used toadvance 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 visitTrailbreaker’s website at TrailbreakerResources.com and sign up toreceive news. For further information, follow Trailbreaker’s tweetsat Twitter.com/TrailbreakerLtd, use the ‘Contact’ section of ourwebsite,

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

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

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