NEWS RELEASE - Dieppe, NB., March 26, 2025 - Colibri Resource Corporation (TSX.V:CBI) (OTC:CRUCF) ("Colibri" or the "Company") is pleased to announce that it has closed a second and final tranche of its non-brokered private placement of units (the "Offering") for gross proceeds of $146,500. Combined with the proceeds from Tranche 1 (see the Company’s news release from February 13, 2025), the Company has raised a total of $286,900.
Each unit (a “Unit”) consists of one (1) common share (a "Common Share") and one (1) common share purchase warrant ("Warrants") of the Company. Each Warrant entitles the holder to acquire one additional Common Share of the Company at a price of C$0.05 for a period of 24 months following issuance.
Pursuant to the second tranche, the Company has issued 5,860,000 Common Shares and 5,860,000 Warrants for aggregate gross proceeds of $146,500. The Company completed Tranche 1 of the Offering on February 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 (the "Finder") a cash fee in the amount of $500 and issued 20,000 finder's warrants (the "Finder's Warrants"). Each Finder Warrant entitles the holder to acquire one Common Share (a "Finder's Warrant Shares") at an exercise price of $0.05 per Finder's Warrant for a period of 24 months from the date of the issue of the Warrants. Combined with the finder’s fees paid on Tranche 1, the Company has paid an aggregate of $2,000 cash and issued 80,000 Finder’s 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% 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 securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
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 ("MI 61-101"). 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% of Company's market capitalization, as determined in accordance with MI 61-101.
About Colibri Resource Corporation:
Colibri is a Canadian-based mineral exploration company listed on the TSX-V (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) 49% Ownership of the Pilar Gold & Silver Project which is believed to hold the potential to be a near term producing mine, 2) 100% 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) 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.
For information contact:
Ian McGavney, President, CEO and Director, Tel: (506) 383-4274,
ianmcgavney@colibriresource.com
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.
Notice Regarding Forward-Looking Statements:
This news release contains "forward-looking statements". Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the Company believes that the plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that they will prove to be accurate.
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