Colibri Closes Debenture Units Offering

Rhea-AI Summary

Colibri Resource Corporation (OTC: CRUCF) issued 115 convertible debenture units for gross proceeds of US$115,000, reused by two former debenture holders and described as not representing new money to the company.

Each unit contains a US$1,000 10% unsecured convertible debenture maturing Feb 9, 2028 and 5,200 warrants exercisable at C$0.25 for 24 months. Debentures convert at C$0.25 per share using a fixed FX rate of C$1.30/US$1. Interest is cash-only and the placement received TSXV consent.

Positive

• Gross proceeds of US$115,000 raised via 115 debenture units
• Fixed FX conversion rate at C$1.30 per US$1 clarifies conversion math
• TSXV consent obtained for the Debenture Offering
• No finder's fees payable in connection with the placement

Negative

• Potential dilution of up to 598,000 common shares from debenture conversion
• Additional 598,000 common shares exercisable via warrants at C$0.25
• Debentures carry 10% annual interest payable in cash
• Offering did not provide net new cash to the company

News Market Reaction – CRUCF

-1.60%

1 alert

-1.60% News Effect

On the day this news was published, CRUCF declined 1.60%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Dieppe, New Brunswick--(Newsfile Corp. - February 9, 2026) - Colibri Resource Corporation (TSXV: CBI) ("Colibri" or the "Company") wishes to announce that, further to its news release of February 2, 2026, it has issued 115 convertible debenture units (the "Debenture Units") for gross proceeds of US$115,000 (the "Debenture Offering"). The Debenture Units were acquired by two former debenture holders whose original debentures matured in August 2025. The Debenture Offering does not represent new money to the Company.

Each Debenture Unit consists of one (1) US$1,000 principal amount 10% unsecured convertible debenture (the "Debenture") and 5,200 common share purchase warrants (the "Debenture Warrants"). Each Debenture will bear interest at the rate of 10% per annum, calculated in US dollars, from the date of issuance, payable in arrears quarterly and upon maturity or redemption. The Debentures will mature on February 9, 2028 (the "Maturity Date"). The principal amount of the Debentures are convertible into Common Shares, at the holder's option, at the rate C$0.25 per Common Share (the "Conversion Price") any time prior to the Maturity Date. For purposes of the Conversion Price, the Debentures carry a fixed foreign exchange rate of C$1.30 for each US$1 of the principal amount. All interest accrued on the Debentures will be payable in cash only and there can be no conversion of the Debenture interest into Common Shares of the Company. Each Debenture Warrant will entitle the holder to acquire one Common Share at a price of C$0.25 per Common Share for a period of 24 months following the closing of the offering.

This Debenture Offering has received TSXV consent. Securities issued under the Debenture Offering will be subject to a statutory four-month-and-one-day hold period. No finder's fees will be payable in connection with this placement.

About Colibri Resource Corporation

Colibri Resource Corporation is a Canadian-based mineral exploration company listed on the TSX Venture Exchange (TSXV: CBI) and focused on acquiring, exploring, and developing prospective gold and silver properties in Mexico. The Company holds four high-potential precious-metal projects: (1) 100% ownership of the EP Gold Project in the prolific Caborca Gold Belt, (2) 49% of the Pilar Gold & Silver Project (near-term production potential), and (3) a 60% interest in the Diamante Gold & Silver Project in the Sierra Madre region.

For more information, please visit: www.colibriresource.com

Ian McGavney
President, CEO & Director
Tel: (506) 383-4274
Email: ianmcgavney@colibriresource.com

Forward-Looking Statements

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 news release.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283287

FAQ

How many debenture units did Colibri (CRUCF) issue on February 9, 2026?

Colibri issued 115 debenture units for gross proceeds of US$115,000. According to the company, the units were acquired by two former debenture holders and do not represent new money to the company.

What are the conversion terms for Colibri's (CRUCF) convertible debentures issued February 9, 2026?

Each US$1,000 debenture is convertible at C$0.25 per share using a fixed FX rate of C$1.30. According to the company, conversion may occur any time prior to the Feb 9, 2028 maturity date.

How many warrants were issued in Colibri's (CRUCF) debenture offering and what is the exercise price?

The offering included 5,200 warrants per unit, totaling 598,000 warrants, exercisable at C$0.25. According to the company, warrants are valid for 24 months following closing.

What is the interest rate and payment method for Colibri's (CRUCF) debentures dated February 9, 2026?

Debentures bear 10% per annum interest, payable in cash quarterly and at maturity. According to the company, interest is calculated in US dollars and cannot be converted into common shares.

Does Colibri's (CRUCF) February 9, 2026 debenture offering provide new capital to the company?

No, the Debenture Offering does not represent new money to the company. According to the company, the units were acquired by prior debenture holders whose original debentures matured in August 2025.