06:09:18 EDT Sun 06 Jul 2025
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Colibri Resource Corp (2)
Symbol CBI
Shares Issued 109,557,625
Close 2025-03-25 C$ 0.03
Market Cap C$ 3,286,729
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Colibri Resource closes private placement

2025-03-26 17:49 ET - News Release

Mr. Ian McGavney reports

COLIBRI ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Colibri Resource Corp. has closed a second and final tranche of its non-brokered private placement of units for gross proceeds of $146,500. Combined with the proceeds from tranche 1 (see the company's news release from Feb. 13, 2025), the company has raised a total of $286,900.

Each unit consists of one common share and one common share purchase warrant of the company. Each warrant entitles the holder to acquire one additional common share of the company at a price of five cents for a period of 24 months following issuance.

Pursuant to the second tranche, the company has issued 5.86 million common shares and 5.86 million warrants for aggregate gross proceeds of $146,500. The company completed tranche 1 of the offering on Feb. 11, 2025, resulting in the issuance of 5,816,000 shares and 5,816,000 warrants for aggregate gross proceeds of $140,400. In total, the company has issued 11,476,000 common shares and 11,476,000 warrants under the offering for gross proceeds of $286,900.

In connection with the second tranche, the company paid an eligible arm's-length party a cash fee in the amount of $500 and issued 20,000 finder's warrants. Each finder's warrant entitles the holder to acquire one common share at an exercise price of five cents per finder's warrant for a period of 24 months from the date of the issue of the warrants. Combined with the finders' fees paid on tranche 1, the company has paid an aggregate of $2,000 cash and issued 80,000 finders' warrants in connection with the offering.

All securities issued in connection with the offering (including any common shares issuable upon the exercise of any warrants) are subject to a statutory hold period expiring on the date that is four months and one day after closing of the respective tranches. Closing of the offering is subject to customary closing conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange.

Proceeds from 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.

Three insiders, two officers and a director of the company participated in the offering for an aggregate amount of $82,475 for 3,299,000 units. The transactions with the insiders constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the units issued to the insiders and the consideration paid by them under the offering does not exceed 25 per cent of company's market capitalization, as determined in accordance with MI 61-101.

About Colibri Resource Corp.

Colibri is a Canadian-based mineral exploration company listed on the TSX Venture Exchange (CBI), 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) 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; (2) 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; and (3) two highly prospective interests in the Sierra Madre (the Diamante gold and silver project, and the Jackie gold and silver project).

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