Non-Brokered Private Placement Supplemental Disclosure

Rhea-AI Summary

Colibri Resource (CBI: TSXV) has announced supplemental details for its non-brokered private placement offering announced on January 17, 2025. The company plans to issue up to 10 million units at $0.025 per unit, targeting gross proceeds of up to $250,000. Each unit includes one common share and one warrant, with warrants exercisable at $0.05 per share for 24 months.

The proceeds allocation is structured as follows: 20% for exploration at Mexican precious metals projects including Pilar Gold and EP Gold Projects, 65% for arm's length creditors and loan interest payments, and up to 15% for reimbursing non-arm's length parties. The offering is expected to close mid-February 2025, subject to TSX Venture Exchange approval, with securities subject to a four-month hold period.

Positive

• Raising up to $250,000 in new capital
• 20% of proceeds allocated to exploration of gold projects
• 65% designated for debt reduction and interest payments

Negative

• Significant dilution through issuance of 10 million new units
• 15% of proceeds going to related parties rather than business development
• Share price of $0.025 indicates low market valuation

Dieppe, New Brunswick--(Newsfile Corp. - January 31, 2025) - Colibri Resource Corporation (CBI: TSXV) ("Colibri" or the "Company") wishes to provide supplemental disclosure in respect of its proposed private placement announced on January 17, 2025. As originally disclosed, the Company intends to conduct a non-brokered private placement (the "Offering") of up to 10,000,000 units (the "Units") at a price of $0.025 for gross proceeds of up to $250,000. Each Unit will consist of one (1) common share and one (1) common share purchase warrant (the Warrants). Each Warrant will entitle the holder to acquire one common share (a "Common Share") of the Company at a price of C$0.05 per Common Share for a period of 24 months following the closing of the Offering.

The following detailed use of proceeds information constitutes the supplemental disclosure: the net proceeds of the Offering are expected to be applied as follows: approximately 20% for upcoming exploration expenses at Colibri's highly prospective precious metals projects in Mexico, including the Pilar Gold Project & the EP Gold Project, 65% for arm's length creditors including payment of interest expenses on outstanding loans and up to 15% to non-arm's length parties as reimbursement for expenses paid on behalf of the Company by the non-arm's length parties. No proceeds are being used for investor relations activities. The Company will be relying on appropriate exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") for its payments to non-arm's length parties.

The Offering is anticipated to close towards the middle of February 2025 (the "Closing"). Closing may occur in one or more tranches.

Closing of the Offering is subject to the acceptance of the TSX Venture Exchange (the "Exchange"). Common Shares issuable will be subject to a statutory hold period expiring on the date that is four months and one day after Closing. The Company anticipates that it may pay certain finder's fees as per the guidelines of the Exchange.

The Offering will be conducted by the Company primarily under the "accredited investor" exemption of National Instrument 45-106 -- Prospectus and Registration Exemptions but may use other exemptions if appropriate.

For further details of the Offering, please contact Ian McGavney, President & CEO of the Company at (506) 383-4274 or ianmcgavney@colibriresource.com.

Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement will constitute a "related party transaction" as defined under MI 61-101. The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company's market capitalization.

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT COLIBRI RESOURCE CORPORATION:

Colibri is a Canadian-based mineral exploration company listed on the (TSXV: CBI) and is focused on acquiring, exploring, and developing prospective gold & silver properties in Mexico. The Company holds four high potential precious metal projects: 1) 100% of EP Gold Project in the significant Caborca Gold Belt which has delivered highly encouraging exploration results and is surround by Mexico's second largest major producer of gold on four sides, 2) 49% Ownership of the Pilar Gold & Silver Project which is believed to hold the potential to be a near term producing mine, and 3) two highly prospective interests in the Sierra Madre (Diamante Gold & Silver Project and Jackie Gold & Silver Project.

For more information about all Company projects please visit: www.colibriresource.com.

Contact:
Ian McGavney, President, CEO and Director
Tel: (506) 383-4274
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/239236

FAQ

What are the terms of Colibri Resource's January 2025 private placement?

The private placement consists of 10 million units at $0.025 per unit, with each unit including one common share and one warrant exercisable at $0.05 for 24 months, aiming to raise $250,000.

How will Colibri Resource (CBI.V) use the proceeds from its 2025 private placement?

The proceeds will be allocated: 20% for exploration at Mexican precious metals projects, 65% for creditors and loan interest payments, and 15% for reimbursing non-arm's length parties.

When will Colibri's 2025 private placement close?

The private placement is expected to close in mid-February 2025, potentially in multiple tranches, subject to TSX Venture Exchange approval.

What is the hold period for securities issued in Colibri's private placement?

Securities issued in the private placement will have a statutory hold period of four months and one day after closing.