Mr. Ian McGavney reports
NON-BROKERED PRIVATE PLACEMENT SUPPLEMENTAL DISCLOSURE
Colibri Resource Corp. has provided supplemental disclosure in respect of its proposed private placement announced on Jan. 17, 2025. As originally disclosed, the company intends to conduct a non-brokered private placement of up to 10 million units at a price of 2.5 cents for gross proceeds of up to $250,000. Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire one common share of the company at a price of five cents 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 per cent for upcoming exploration expenses at Colibri's highly prospective precious metals projects in Mexico, including the Pilar gold project and the EP gold project, 65 per cent for arm's-length creditors including payment of interest expenses on outstanding loans and up to 15 per cent 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 for its payments to non-arm's-length parties.
The offering is anticipated to close toward the middle of February, 2025. Closing may occur in one or more tranches.
Closing of the offering is subject to the acceptance of the TSX Venture 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 finders' 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.
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 per cent of the company's market capitalization.
About Colibri Resource Corp.
Colibri is a Canadian-based mineral exploration company listed on the TSX Venture Exchange, and is focused on acquiring, exploring and developing prospective gold and silver properties in Mexico. The company holds four high-potential precious metal projects: (1) 100 per cent of the EP gold project in the significant Caborca gold belt, which has delivered highly encouraging exploration results and is surrounded by Mexico's second-largest major producer of gold on four sides; (2) 49-per-cent ownership of the Pilar gold and 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 and silver project and Jackie gold and silver project).
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