New Break Signs LOI to Sell the Sundog Gold Project in Kivalliq Region, Nunavut

Toronto, Ontario--(Newsfile Corp. - December 9, 2024) - New Break Resources Ltd. (CSE: NBRK) ("New Break" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Guardian Exploration Inc. (TSXV: GX) ("Guardian") for the sale New Break's 100% interest in the mineral rights and exploration data associated with the 9,415 hectare Sundog gold project located in Kivalliq Region, Nunavut ("Sundog") held pursuant to an Inuit Owned Lands Mineral Exploration Agreement ("MEA"). In addition, New Break has agreed to assign ownership of 205 drums of JetA fuel located in Arviat, Nunavut to Guardian. In consideration for assignment of the MEA to Guardian and sale of the fuel and Sundog exploration data (collectively, the "Acquired Assets"), upon closing Guardian will make a cash payment to New Break of $75,000 and issue to New Break 5,000,000 common shares of Guardian. Guardian will assume responsibility for the obligations under the MEA including the annual exploration expenditure requirements and annual rent payments due to Nunavut Tunngavik Incorporated ("NTI"), including the current year rent payment of $18,830 due to NTI by January 1, 2025. New Break will retain a 20% undivided interest in the Sundog project, carried through to production (the "Transaction").

Michael Farrant, President and CEO of New Break commented, "This transaction is of significant benefit to both New Break and Guardian. Guardian is adding an excellent mineral property to its portfolio, while New Break will retain significant upside to the Sundog gold project through its 20% interest, carried all the way to production. The sale of Sundog will allow New Break to focus the Company's exploration efforts on its flagship Moray gold project southeast of Timmins, Ontario, hosted in a similar geological setting to the nearby Young-Davidson gold mine operated by Alamos Gold Inc. The cash and share consideration being paid by Guardian will strengthen the Company's financial position and we are confident that future exploration at Sundog will benefit significantly from the expertise and ability of Guardian's CEO and majority shareholder, Graydon Kowal and his affiliated businesses."

The purchase and sale of the Acquired Assets is an Arm's Length Transaction under the policies of the Canadian Securities Exchange and the TSX Venture Exchange (the "Exchanges"). Completion of the Transaction is subject to approval from the Exchanges, NTI and the boards of Guardian and New Break. The transaction is expected to close no later than February 28, 2025, and is subject to other conditions usual to transactions of this nature.