Zimtu Capital Corp. - Early Warning News Release

Rhea-AI Summary

Zimtu Capital Corp (OTC:ZTMUF) acquired 1,875,000 units of Kiboko Gold Inc. at $0.08 per unit in a private placement that closed January 23, 2026. Each unit contains one common share and one warrant exercisable at $0.12 per share. After the transaction Zimtu holds 1,875,000 shares and 1,875,000 warrants, representing 10.92% of Kiboko on an undiluted basis and 11.47% on a partially diluted basis. Zimtu says the acquisition is for investment purposes and may adjust its stake over time. An early warning report will be filed on SEDAR+ as required under Canadian early warning rules.

Positive

• Acquired 1,875,000 Units at $0.08 each
• Holds 10.92% of Kiboko on an undiluted basis
• Warrants exercisable at $0.12 for potential upside

Negative

• Acquisition dilutive potential if warrants exercised (adds 1,875,000 shares)
• Stake above 10% may prompt increased market scrutiny

VANCOUVER, BC / ACCESS Newswire / January 26, 2026 / Zimtu Capital Corp. (TSXV:ZC)(FSE:ZCT1) ("Zimtu" or the "Company") announces that its has acquired 1,875,000 units (the "Units") of Kiboko Gold Inc. ("Kiboko") at a price of $0.08 per Unit pursuant to a private placement. Each Unit consists of one common share in the capital of Kiboko (each, a "Share") and one share purchase warrant (each, a "Warrant") exercisable into one additional Share at price of $0.12 per Share.

Prior to the private placement, Zimtu did not directly owned or control any common shares or convertible securities of Kiboko. Following the private placement that closed January 23, 2026, Zimtu holds 1,875,000 Shares in the capital of Kiboko and 1,875,000 Warrants, representing 10.92% of the issued and outstanding common shares of Kiboko, on an undiluted basis, and 11.47% of the issued and outstanding common shares of Kiboko on a partially diluted basis.

Zimtu acquired the Units for investment purposes only, and depending on market and other conditions, may from time to time in the future increase or decrease its ownership, control or direction over securities of Kiboko, through market transactions, private agreements or otherwise.

This acquisition of the 1,875,000 Units by Zimtu exceeds 10% of the issued and outstanding common shares of Kiboko and triggered the requirement to file this news release, which is being issued pursuant to the requirements set forth in National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids. Zimtu will be filing an early warning report with respect to the acquisition of the Units containing additional information under Kiboko's SEDAR⁺ profile at www.sedarplus.ca.

About Zimtu Capital Corp.
Zimtu Capital Corp. is a public investment issuer that aspires to achieve long-term capital appreciation for its shareholders. Zimtu Capital companies may operate in the fields of mineral exploration, mining, technology, life sciences or investment. The Company trades on the TSX Venture Exchange under the symbol "ZC" and Frankfurt under symbol "ZCT1". For more information, please visit https://www.zimtu.com.

On Behalf of the Board of Directors

ZIMTU CAPITAL CORP.

"Sean Charland"
President & Director
Tel: 604.681.1568

Neither 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 release.

This news release contains forward-looking statements, which include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this press release include statements that the Company may from time to time increase or decrease its ownership, control or direction over securities of Apex, depending upon market or other conditions and statements; that the Company will file an early warning report respecting the acquisition of the Units; and that the Company aspires to achieve long-term capital appreciation for its shareholders. These statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include, but are not limited to: risks associated with the business of the Company or the businesses of the companies that the Company has invested in, including, without limitation, the natural resource exploration industry; changes in commodity prices as the Company has investments in natural resource exploration issuers; changes in interest and currency exchange rates; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and economic, competitive, governmental, environmental and technological factors which may affect the Company's operations, investments, markets, products and share price. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

SOURCE: Zimtu Capital Corp.

View the original press release on ACCESS Newswire

FAQ

What stake does Zimtu hold in Kiboko after the January 23, 2026 private placement?

Zimtu holds 1,875,000 shares and 1,875,000 warrants, totaling 10.92% undiluted and 11.47% partially diluted.

How much did Zimtu pay per unit and what does each unit include?

Zimtu paid $0.08 per Unit; each Unit includes one common share and one warrant exercisable at $0.12.

Why did Zimtu file an early warning news release for the Kiboko purchase?

The purchase exceeded the 10% ownership threshold under Canadian early warning rules, triggering the required filing.

Will Zimtu increase or decrease its ownership in Kiboko in the future?

Zimtu stated it acquired the Units for investment purposes and may increase or decrease its ownership depending on market and other conditions.

Where will the detailed early warning report for Zimtu's acquisition be filed?

Zimtu will file the early warning report on SEDAR+ under Kiboko's profile.