Colibri to Conduct Placement of Debenture Units

Rhea-AI Summary

Colibri Resource Corporation (TSXV: CBI) announced a revised private placement of up to 115 convertible debenture units for gross proceeds of up to US$115,000 on February 2, 2026.

Each unit includes a US$1,000 10% unsecured convertible debenture (2-year maturity) and 5,200 warrants exercisable at C$0.25 for 24 months. Debenture conversion uses a fixed FX rate of C$1.30 per US$1. Interest is cash-only, payable quarterly. The offering is expected to be subscribed by former debenture holders (not new money), is subject to TSXV consent, and securities carry a statutory four-month-and-one-day hold period.

Positive

• Raises up to US$115,000 through convertible debenture units
• Refinances maturing debentures by offering terms to prior holders
• Offers conversion option at C$0.25, enabling debt-to-equity conversion

Negative

• Potential shareholder dilution from conversion and 5,200 warrants per unit
• Interest expense at 10% per annum payable in cash increases short-term cash burden
• Offering largely comprises former holders and therefore is not new money
• Closing is subject to TSXV consent, creating regulatory execution risk

Dieppe, New Brunswick--(Newsfile Corp. - February 2, 2026) - Colibri Resource Corporation (TSXV: CBI) ("Colibri" or the "Company") wishes to announce that, further to its news release of October 17, 2025, it will be conducting a revised placement of up to 115 convertible debenture units (the "Debenture Units") for gross proceeds of up to US$115,000 (the "Debenture Offering"). The Debenture Offering is expected be taken up in its entirety by former debenture holders whose debentures matured in August 2025. Those persons participating on this basis will 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 the date that is two (2) years from the date of issuance (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 placement is subject to 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

Contact:

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/282432

FAQ

What is Colibri (TSXV: CBI) offering in the February 2, 2026 placement?

Colibri is offering up to 115 convertible debenture units for gross proceeds up to US$115,000. According to Colibri, each unit includes a US$1,000 10% convertible debenture plus 5,200 warrants exercisable at C$0.25 for 24 months.

How do the Colibri debentures convert into common shares and what is the rate?

Debentures are convertible at the holder's option into common shares at C$0.25 per share before maturity. According to Colibri, a fixed FX rate of C$1.30 per US$1 applies for conversion calculations.

What are the key economic terms of the Colibri debentures (interest, maturity)?

Each debenture bears interest at 10% per annum, paid quarterly in cash, and matures two years from issuance. According to Colibri, all interest is payable in cash only and cannot be converted into shares.

Who is expected to subscribe to Colibri's debenture offering and does it bring new capital?

The offering is expected to be taken up by prior debenture holders whose instruments matured in August 2025. According to Colibri, those participants will not represent new money to the company.

What are the warrant terms attached to Colibri's debenture units (exercise price and term)?

Each debenture unit includes 5,200 warrants, each exercisable for one common share at C$0.25 per share for 24 months following closing. According to Colibri, warrants are subject to the statutory four-month-and-one-day hold period.