Mr. Ian McGavney reports

COLIBRI ANNOUNCES PROPOSED AMENDMENTS TO DEBENTURES AND WARRANTS

Colibri Resource Corp. intends to amend certain terms of its currently outstanding 10 per cent unsecured convertible debentures that were originally issued in two tranches by the company through a private placement on Aug. 1 and Aug. 31, 2023 (see the company's news releases of Aug. 4, Sept. 12 and Sept. 22, 2023). As at the date hereof, there are $619,000 (U.S.) of debentures outstanding. The company also intends to amend the terms of 3,720,792 outstanding common share purchase warrants and 11,049 finders' options, which were issued in conjunction with the debentures.

The debentures mature as to $444,000 (U.S.) on Aug. 1, 2025, and $175,000 (U.S.) on Aug. 31, 2025, with 10-per-cent annual interest payable quarterly and upon maturity. The principal amount of the debentures is currently convertible into common shares at a price of 50 cents per common share after adjusting for a share consolidation effected on June 13, 2025 (see the company's news release dated June 11, 2025). The debentures carry a fixed foreign exchange rate of $1.30 for each $1 (U.S.) of principal for conversion purposes. Interest on the debentures may not be converted to common shares.

In respect of the warrants, each warrant currently entitles the holder to acquire one common share at a price of 60 cents per share (after adjusting for the aforementioned share consolidation) with 2,637,582 warrants expiring on Aug. 1, 2025, and 1,083,200 expiring on Aug. 31, 2025.

Each finder's option currently entitles the holder to acquire one common share at a price of 60 cents per share (after adjusting for the aforementioned share consolidation) expiring on Aug. 31, 2023.

The company intends to amend the debentures as follows:

• The maturity date will be extended for an additional two years to Aug. 1, 2027, and Aug. 31, 2027, respectively, and the conversion price will be reduced to 25 cents per common share.
• Alternatively, debentureholders will be offered the option to convert the debentures at a price of 15 cents per common share on the current maturity date.

All other terms of the debentures remain unchanged.

The company intends to amend the term of the warrants and the finders' options by extending their expiry date an additional two years and reducing the exercise price to 25 cents.

In accordance with TSX Venture Exchange policy, any amended warrants and finders' options will include an accelerated expiry clause such that the exercise period of the amended warrants and finders' options will be reduced to 30 days if, for any 10 consecutive trading days during the unexpired term of the amended warrants and finders' options, the closing price of the company's common shares exceeds 30 cents.

Insiders of the company currently hold 135,400 warrants. The application of any amendments to the insider warrants constitutes a related-party transaction within Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), but the amendments are exempt from the MI 61-101 valuation and minority approval requirements for related-party transactions under sections 5.5(a) and 5.7(1)(a) as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25 per cent of the company's market capitalization (as determined under MI 61-101).

Any amendments to the debentures, warrants and finders' options are subject to acceptance of the TSX Venture Exchange.

Reasoning for the proposed amendments

Strategic timing to advance Pilar and drive shareholder value

The company is taking pro-active steps to strengthen its balance sheet and align capital with its most compelling near-term growth opportunity, the advancement of the Pilar gold and silver project. The company's proposed restructuring of the debentures comes at a pivotal time as Pilar progresses toward bulk sampling, supported by strong recent and historical exploration results.

Momentum toward test mining

Colibri's joint venture partner, Tocvan Ventures Corp., announced on June 18, 2025, that engineering and design for a 50,000-tonne pilot leach facility are complete, with the permitting process well under way. Tocvan has indicated it does not foresee delays in approvals and intends to commence construction following final permit acceptance. If successful, a pilot test mine run of Pilar materials could generate a relatively meaningful amount of cash flow over a short period, helping to reduce Colibri's near-term capital requirements and further derisking its 49-per-cent interest in the project.

Pilar drill and bulk sample results highlight gold-silver potential

Over multiple exploration phases, drilling at Pilar has consistently returned broad zones of oxidized near-surface gold mineralization, along with high-grade intercepts -- critical for the economics of the coming test mine. Highlights include:

2025 (diamond drilling -- JES-25 series):

• 83.5 metres of 1.3 grams per tonne gold from surface, including 10.3 g/t over 9.7 m;
• 64.9 m of 1.2 g/t Au, including 3.0 m of 21.6 g/t Au and 209 g/t silver -- marking the first high-grade intercept along the North Hill trend (JES-25-108).

2023 bulk sample

A 1,200-tonne surface sample yielded an average head grade of 1.9 g/t Au with a calculated recovery rate of approximately 62 per cent, confirming the presence of near-surface mineralization amenable to heap leach or vat leach processing.

Historical drilling (2020 to 2022):

• 116.9 m of 1.2 g/t Au, including 10.2 m of 12.0 g/t Au and 23 g/t Ag (phase 3);
• 94.6 m of 1.6 g/t Au, including 9.2 m of 10.8 g/t Au (phase 1);
• 47.7 m of 0.7 g/t Au, including 3.0 m of 5.6 g/t Au and 22 g/t Ag (phase 2).

(The above technical information was cited in Tocvan Ventures' news release dated June 18, 2025, which was reviewed and approved by Brodie A. Sutherland, qualified person for Tocvan Ventures.)

Together, these results demonstrate the continuity, scale and metallurgical potential of gold mineralization at Pilar, while outlining multiple high-grade near-surface zones that could meaningfully contribute to the coming bulk test mine.

What this means for shareholders:

• The pilot plant is nearing approval, and Colibri's 49-per-cent stake positions it to potentially benefit directly from the Pilar bulk sample/test phase outcome.
• The restructuring of the debentures will reduce immediate financial obligations, freeing up capital to support the Pilar bulk sample/test mine program and broader exploration.
• With gold prices trading near historic highs, the ability to advance a high-grade, near-surface gold system into production under a low-capital-expenditure pilot structure presents a compelling opportunity to unlock value for shareholders.

By aligning its financial position with Pilar's development timeline, Colibri is taking a disciplined, shareholder-first approach to unlocking value from one of the most advanced gold projects in Sonora. For debentureholders, they will have the opportunity to participate significantly in the potential upside in the Pilar gold and silver project.

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 Sonora, Mexico. The company holds three 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 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) a 60-per-cent interest in the Diamante gold and silver project.

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