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Colibri Completes Sale of 49% Interest in Pilar for C$3.6 Million Plus 1% NSR

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Colibri Resource (CRUCF) has completed the sale of its 49% interest in the Pilar Gold Project in Sonora, Mexico to Tocvan Ventures for total cash consideration of C$3.6 million, plus a retained 1.0% net smelter return (NSR) royalty. Colibri received C$2.0 million at closing and is to receive an additional C$1.6 million on or before the first anniversary of closing, while Tocvan may repurchase the NSR for C$1.0 million. According to Colibri, the proceeds materially strengthen its financial position, are non‑dilutive, and will be used to bolster the balance sheet, provide working capital and advance exploration at its 100%-owned EP Gold Project, which becomes the company’s principal exploration focus. The transaction remains subject to final acceptance by the TSX Venture Exchange.

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Positive

  • Total cash consideration C$3.6 million for 49% Pilar interest plus 1% NSR
  • C$2.0 million received at closing, with C$1.6 million due within one year
  • Retained 1.0% NSR royalty on Pilar with C$1.0 million buyback option for Tocvan
  • Proceeds to strengthen balance sheet and fund EP Gold Project exploration
  • Non-dilutive monetization of Pilar interest; no new shares issued are mentioned

Negative

  • Loss of 49% ownership in the Pilar Gold Project
  • Final completion remains subject to TSX Venture Exchange acceptance
  • C$1.6 million of consideration is deferred up to one year from closing

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Dieppe, New Brunswick--(Newsfile Corp. - August 27, 2026) - Colibri Resource Corporation (TSXV: CBI) ("Colibri" or the "Company") is pleased to announce the successful completion of the transaction previously announced on July 9, 2026, pursuant to which the Company has sold its 49% interest in the Pilar Gold Project, located in Sonora, Mexico, to Tocvan Ventures Corp. (CSE: TOC) ("Tocvan").

Under the terms of the transaction, Colibri received C$2.0 million at closing and will receive an additional C$1.6 million on or before the first anniversary of closing. Colibri has also retained a 1.0% Net Smelter Return Royalty ("NSR") on the Pilar Gold Project. Tocvan may repurchase the NSR at any time for C$1.0 million.

The transaction represents total cash consideration of C$3.6 million while allowing Colibri to retain long-term exposure to the Pilar Gold Project through the retained royalty. The transaction materially improves the Company's financial position and positions Colibri to focus on advancing its wholly-owned EP Gold Project while continuing to evaluate additional growth opportunities in Sonora, Mexico.

Ian McGavney, President and Chief Executive Officer of Colibri, commented:

"The successful completion of this transaction marks an important milestone for Colibri. We believe the transaction delivers significant value to our shareholders through the non-dilutive monetization of our interest in the Pilar Gold Project while retaining long-term upside through the retained royalty.

The proceeds materially strengthen our financial position and provide the flexibility to advance our wholly-owned EP Gold Project while continuing to evaluate additional value-enhancing opportunities in Sonora."

The Company intends to use the proceeds from the transaction to strengthen its balance sheet, provide additional working capital, advance exploration at its wholly-owned EP Gold Project and evaluate additional strategic opportunities in Sonora, Mexico.

Following completion of the transaction, the Company's principal exploration focus will be its 100%-owned EP Gold Project. In addition, the Company will continue to evaluate opportunities to enhance value across its remaining project portfolio while pursuing strategic opportunities consistent with its long-term growth strategy.

The transaction remains subject to final acceptance of the TSX Venture Exchange.

About Colibri Resource Corporation

Colibri Resource Corporation is a Canadian mineral exploration company focused on the acquisition, exploration and development of prospective gold projects in Mexico. The Company's principal asset is the 100%-owned EP Gold Project located in Sonora, Mexico.

ON BEHALF OF THE BOARD OF DIRECTORS

Ian McGavney
President & Chief Executive Officer

For further information:

Colibri Resource Corporation
Tel: (506) 383-8495
Email: ianmcgavney@colibriresource.com

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable Canadian securities legislation. Forward-looking statements are frequently identified by words such as "expects", "anticipates", "intends", "plans", "believes", "will", "may", "could", "should", "would", and similar expressions. These statements include, but are not limited to, statements regarding the Company's intended use of proceeds, advancement of the EP Gold Project, evaluation of additional strategic opportunities, and other statements that are not historical facts.

Forward-looking statements are based on assumptions believed to be reasonable at the time such statements are made; however, they involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311798

FAQ

What transaction did Colibri Resource (CRUCF) complete for its Pilar Gold Project stake?

Colibri completed the sale of its 49% interest in the Pilar Gold Project to Tocvan Ventures for C$3.6 million in cash plus a 1% NSR royalty. According to Colibri, this divestment monetizes Pilar while preserving long-term upside through the retained royalty interest.

How much cash will Colibri Resource (CRUCF) receive from selling 49% of Pilar?

Colibri will receive total cash consideration of C$3.6 million from the Pilar sale. According to Colibri, it has already received C$2.0 million at closing and will receive an additional C$1.6 million on or before the first anniversary of closing.

What is the 1% NSR royalty Colibri retained on the Pilar Gold Project?

Colibri retained a 1.0% net smelter return (NSR) royalty on the Pilar Gold Project as part of the transaction. According to Colibri, Tocvan may repurchase this royalty at any time for C$1.0 million, providing potential additional future cash.

How will Colibri Resource (CRUCF) use the Pilar sale proceeds?

Colibri plans to use the proceeds to strengthen its balance sheet, provide additional working capital and advance exploration at its 100%-owned EP Gold Project. According to Colibri, funds will also support evaluating further strategic opportunities in Sonora, Mexico.

What will be Colibri Resource’s main exploration focus after the Pilar sale?

Following the transaction, Colibri’s principal exploration focus will be its 100%-owned EP Gold Project in Sonora, Mexico. According to Colibri, it will also continue assessing opportunities to enhance value across its remaining project portfolio and pursue strategic growth in the region.

Is the Colibri (CRUCF) Pilar transaction fully finalized with regulators?

The Pilar transaction has closed between Colibri and Tocvan but remains subject to final acceptance by the TSX Venture Exchange. According to Colibri, regulatory acceptance is still pending, which is a remaining procedural condition for full completion.