NEWS RELEASE

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

September 12, 2023

NEWS RELEASE - DIEPPE, N.B., September 12, 2023—Further to its news release of August 4, 2023, Colibri Resource Corporation (“Colibri” or the “Company”) (CBI: TSX-V) is pleased to announce that, effective August 31, 2023, it has closed a second and final tranche of its non-brokered private placement originally announced on June 30, 2023. Under this second tranche, the Company has issued 200 Units (the "Units") for gross proceeds of US$200,000. Combined with a first tranche of 487 Units which closed on August 1, 2023 (see the Company’s news release dated August 4, 2023), the Company has issued an aggregate of 687 Units for gross proceeds of US$687,000.

 

Each Unit is comprised of: (i) US$1,000 principal amount of 10% secured convertible debentures (the "Debentures") issued by the Company with a maturity date ("Maturity Date") of 2 years from the date of issuance; and (ii) 5,416 common share purchase warrants of the Company (each, a "Warrant").

 

Each Debenture will bear interest at 10% per annum, calculated in US dollars, from the date of issuance, payable in arrears quarterly and upon maturity or redemption. The Debentures will mature on the date that is two (2) years from the date of issuance (the "Maturity Date"). All interest accrued on the Convertible Debentures will be payable in cash only.

 

The principal amount of the Debentures are convertible into Shares, at the holder's option, at a price of (i) C$0.08 per Common Share upon issuance and 12 months thereafter; and (ii) at C$0.10 per Common Share between 12 months and one day to the Maturity Date (the "Conversion Price"), at any time prior to the Maturity Date. The Debentures carry a fixed foreign exchange rate of C$1.30 for each US$1 of principal for conversion purposes only.

 

Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.12 per share for a period of 24 months from the date of issuance.

 

In connection with the Offering, the Company paid finder's fees to certain registered dealers which was comprised of cash payments totalling US$2,040 and the issuance of 11,049 finders' options exercisable at a price of $0.12 per Common Share and having a term of 24 months after issuance.

 

The Offering is subject to final acceptance of the Exchange. The Units issued in tranche 1 and the securities underlying them will be subject to a hold period which expires on December 2, 2023 while the Units and the securities underlying them issued in tranche 2 will be subject to a hold period which expires on January 1, 2024.

 

The Company intends to use the proceeds of the Offering for general working capital purposes and exploration expenses including drilling on the Evelyn/Plomo (“EP” Project) and Diamante/El Mezquite/Jackie projects.

 

Insider Participation in the Offering


As certain officers, directors and 10%+ shareholders of the Company participated in the second tranche of the Offering, the Offering is considered a "related party" transaction subject to and in accordance with Multilateral Instrument 61-101 ("MI 61-101") and policy 5.9 of the Exchange. The Company relied on the exemptions from the valuation and minority shareholder approval requirements contained in Sections 5.5(a) and (b) and 5.7(1)(a) and (b) of MI 61-101. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, a related party, has had knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

 

About Colibri Resource Corporation

 

Colibri is a Canadian-based mineral exploration company listed on the TSX-V (CBI) and is focused on acquiring and exploring prospective gold & silver properties in Mexico. The Company holds six high potential precious metal projects, all of which have planned exploration programs for calendar 2023.

 

For more information about all Company projects please visit: www.colibriresource.com.

 

Neither the 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.

 

Forward-Looking Statements

This news release may contain certain “forward looking statements.” Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

 

For further information, please contact:

 

Ronald J. Goguen, President, CEO and Director

Tel: (506) 383-4274

 

rongoguen@colibriresource.com


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Colibri Announces Definitive Agreement to Sell Remaining 49% Interest in Pilar for C$3.6 Million While Retaining 1% NSR

July 9, 2026
NEWS RELEASE - Dieppe, New Brunswick – July 9, 2026 – Colibri Resource Corporation (TSXV: CBI) ("Colibri" or the "Company") is pleased to announce that it has entered into a definitive Arm's Length purchase and sale agreement, dated July 8th, 2026 with Tocvan Ventures Corp. (CSE: TOC) ("Tocvan"), pursuant to which Tocvan has agreed to acquire Colibri's remaining 49% interest in the Pilar Gold & Silver Project ("Pilar") located in Sonora, Mexico. The transaction is expected to significantly strengthen Colibri's financial position while allowing shareholders to retain long-term exposure to the Pilar Project through the retained 1% Net Smelter Return ("NSR") royalty. The proceeds are expected to provide the Company with increased financial flexibility to advance its wholly owned EP Gold Project and broader exploration portfolio in Sonora, while continuing to evaluate additional exploration and development opportunities to enhance shareholder value. Under the terms of the agreement, Colibri will receive total cash consideration of C$3.6 million comprised of: • C$2.0 million payable upon closing; and • C$1.6 million payable twelve (12) months following closing. In addition, Colibri will retain a 1.0% Net Smelter Return ("NSR") royalty on the Pilar Project. Tocvan will retain the right to repurchase the NSR for a one-time cash payment of C$1.0 million. Closing of the transaction remains subject to customary closing conditions, including completion of the required Mexican transfer documentation and TSX Venture Exchange approval. The parties currently anticipate closing the transaction shortly following satisfaction of the closing conditions. No finder's fees are payable in connection with the transaction. Ian McGavney, President, CEO and Director of Colibri, stated: "We believe this transaction represents a compelling outcome for Colibri shareholders. The agreement unlocks significant value from our minority interest in Pilar, substantially strengthens the Company's financial position without shareholder dilution, while allowing Colibri shareholders to maintain long-term exposure to Pilar through the retained royalty interest. Most importantly, the transaction allows Colibri to focus its financial and technical resources on advancing its wholly owned EP Gold Project and broader exploration portfolio in Sonora while maintaining long-term exposure to Pilar through the retained royalty. We believe this creates a strong foundation for the Company's next phase of growth." About the EP Gold Project Colibri’s wholly owned EP Gold Project hosts multiple high-priority target areas across a broader district scale land package, several of which have already returned encouraging drill results supporting the Company’s belief that the project has the potential host one or more significant gold zones, while numerous additional targets remain. Recent drilling previously reported by the Company at the Plomo Claims within the EP Gold Project returned several notable near-surface gold intercepts including: • 7.5 metres grading 2.92 g/t gold from 6 metres, including 1.5 metres grading 9.95 g/t gold; • 30.0 metres grading 0.73 g/t gold from 3 metres, including 1.5 metres grading 7.51 g/t gold; • 30.0 metres grading 0.45 g/t gold from surface, including 6.0 metres grading 1.16 g/t gold; and • 19.5 metres grading 0.44 g/t gold from 3 metres, including 4.5 metres grading 1.29 g/t gold. The Company recently reported gold mineralization intersected in 18 of 22 holes completed during its Phase 1 drill program across the San Perfecto and Banco de Oro target areas at EP, supporting the interpretation of a broad mineralized structural corridor extending across the property. For more details, please refer to the Company's news release dated March 13, 2026. The EP Gold Project is strategically situated within the Caborca Gold Belt of Sonora, Mexico and lies within and adjacent to extensive regional concession holdings of Fresnillo plc. The EP Gold Project is located approximately 25 kilometres east of Fresnillo's La Herradura Mine, 8 kilometres from the Noche Buena Mine and approximately 17 kilometres north of Fresnillo's Tajitos gold deposit. Regional information is provided for context only and there can be no assurance that mineralization, geological characteristics or economic results observed on nearby properties are indicative of mineralization on the EP Gold Project. The technical information contained in this news release has been reviewed and approved by Jamie Lavigne, P.Geo., an independent Qualified Person as defined by National Instrument 43-101. The locations of Fresnillo's Caborca Belt gold assets are based on information available on Fresnillo plc's website.

Colibri Intersects 7.5 m of 2.92 g/t Gold and 30 m of 0.73 g/t Gold from Surface in Maiden Drill Program at the Plomo Claims, EP Gold Project, Sonora, Mexico

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Colibri Resource Advances First-Pass Drill Program at San Perfecto and Priority Targets, EP Gold Project, Sonora, Mexico, Within a Region Hosting Projects Operated by Fresnillo Plc, Agnico Eagle, Osis

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