Condor Resources Completes Private Placement Offering
TSXV:CN WWW.CONDORRESOURCES.COM
CONDOR RESOURCES COMPLETES PRIVATE PLACEMENT OFFERING
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C., May 8, 2025 - Condor Resources Inc. ("Condor" or the "Company") (TSXV:CN) is pleased to announce that it has completed its previously announced non-brokered private placement (the “Offering”). The Offering received condi�onal approval from the TSX Venture Exchange (“TSXV”) on April 15, 2025.
On May 8, 2025, under the Offering, the Company issued an aggregate of 8,758,333 units of the Company (each, a “Unit”) at a price of C$0.12 per Unit for aggregate gross proceeds of $1,051,000, of which 4,165,499 Units were issued pursuant to the Listed Issuer Financing Exemp�on under Part 5A of Na�onal Instrument 45-106 – Prospectus Exemp�ons (the “Listed Issuer Financing Exemp�on”).
Pursuant to the Offering, each Unit consisted of (i) one common share of the Company (a “Share”)
and (ii) one-half of one Share purchase warrant (a “Warrant”). A total of 4,379,166 Warrants will be issued and exercisable for a period of 36 months from the date of issuance (the “Closing Date”)
and will en�tle the holder thereof to purchase one addi�onal Share (a “Warrant Share”): (i) at an exercise price of $0.15 per Warrant Share if duly exercised on or before the date that is 24 months following the Closing Date; or (ii) therea�er at an exercise price of $0.20 per Warrant Share.
The Company intends to use the net proceeds raised from the Offering for explora�on at the Huinac Punta Project and the Pucamayo Project, and for general corporate purposes. The offering document required under the Listed Issuer Financing Exemp�on may be accessed under the Company's SEDAR+ profile and on the Company's website at h�ps://condorresources.com.
Certain insiders of the Company, including Crescat Por�olio Management LLC (“Crescat”) and certain directors of the Company (collec�vely, the “Related Par�es”) subscribed for an aggregate of 4,592,834 Units for aggregate proceeds of $551,140 under the Offering. As a result, the Offering cons�tuted a “related party transac�on” within the meaning of Policy 5.9 of the TSXV and Mul�lateral Instrument 61- 101 - Protec�on of Minority Security Holders in Special Transac�ons (“MI 61-101”). The Company relied on the exemp�ons under sec�ons 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the formal valua�on and minority shareholder approval requirements in respect of the Related Par�es’ par�cipa�on in the Offering, as neither the fair market value of the Units issued in connec�on with the Offering, nor the fair market value of the considera�on received by the Company therefor, insofar as it involved the Related Par�es, exceeded 25% of the Company’s market capitaliza�on (as determined under MI 61-101). The Company did not file a material change report more than 21 days before the closing of the Offering as details of the Related Par�es’ par�cipa�on in the Offering had not been determined and the Company wished to complete the Offering in an expedi�ous manner.
Securi�es issued pursuant to the Offering under the Listed Issuer Financing Exemp�on are not subject to a hold period pursuant to applicable Canadian securi�es laws. All other securi�es issued pursuant to the Offering will be subject to a four-month hold period following the Closing Date pursuant to applicable Canadian securi�es laws and, with respect to securi�es issued under the Offering to the Related Par�es, pursuant to applicable policies of the TSXV.
Finder's fees in connec�on with the Offering, include two components, namely cash finder's fees (the "Cash Finder's Fees") and finder's warrants (the "Finder's Warrants"). The Cash Finder's Fee shall be equal to eight percent (8%) of the amount provided to the Company pursuant to a financing or investment agreement entered into between the Company and a Designated Investor for financing or an investment in exchange for securi�es or other equity in the Company (the "Investment Agreement"). The Finder's Warrants shall be equal to eight percent (8%) of the number of securi�es received by the Designated Investor. Each non-transferable Finder's Warrant en�tles the holder to purchase one common share (a "Share") of the Company for a period of twenty-four (24) months from the date of issuance at a price of CAD$0.12 per Share. In connec�on with the closing of the financing, the Company paid $16,496.00 in cash and issued 137,466 Finder's Warrants.
In connec�on with Crescat's investment in the private placement of Condor shares, the Company and Crescat have entered into a Right of Par�cipa�on Agreement. Pursuant to this agreement, Crescat shall have the right, but not the obliga�on, to par�cipate in any future equity financings conducted by the Company, on a pro rata basis consistent with its ownership percentage immediately prior to the public announcement of such financing. This par�cipa�on right shall remain in effect for so long as Crescat maintains ownership of not less than five percent (5%) of the Company’s issued and outstanding common shares on a basic basis.
This news release does not cons�tute an offer to sell or a solicita�on of an offer to buy nor shall there be any sale of any of the securi�es in the United States or in any jurisdic�on in which such offer, solicita�on or sale would be unlawful. The securi�es have not been and will not be registered under the United States Securi�es Act of 1933, as amended (the “1933 Act”), or any state securi�es laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regula�on S under the 1933 Act) unless registered under the 1933 Act and applicable state securi�es laws, or an exemp�on from such registra�on requirements is available.
About Condor Resources Inc.
Condor Resources is a precious and base metals explora�on company focused on its por�olio of projects in Peru. The Company’s flagship project, Pucamayo, is an 85 km2 property containing a high sulfida�on epithermal system with disseminated precious metals mineraliza�on with a large lithocap altera�on visible at surface. The Huiñac Punta project, a 7,200 Ha property in Huanuco, Peru, has the poten�al to host a large carbonate replacement style (CRD) silver-dominant polymetallic mineralized body with the poten�al for discovery of a bulk tonnage silver and base metals deposit. The Company has op�oned several large projects to partners who con�nue to advance these projects. The Company’s award-winning explora�on team in Peru has a long history of success in discovering and advancing high quality explora�on projects and managing the social aspects of its explora�on ac�vi�es.
For more informa�on, please visit the Company's website at www.condorresources.com.
Follow Condor Resources (@CondorResources) on X and (@condor-resources) on LinkedIn.
ON BEHALF OF THE BOARD
Chris Buncic President & Chief Execu�ve Officer
For further informa�on please contact the Company at 1-866-642-5707, or by email at [email protected]
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of applicable securi�es law. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “an�cipate”, “es�mate” and other similar words, or statements that certain events or condi�ons “may” or “will” occur. Such forward-looking statements include, but are not limited to the Company’s expecta�ons with respect to the use of proceeds raised under the Offering.
Although the Company believes that the expecta�ons reflected in applicable forward-looking statements are reasonable, there can be no assurance that such expecta�ons will prove to be correct. Such forward-looking statements are subject to risks and uncertain�es, including risks associated with the business of mineral explora�on and development; con�nued availability of capital and financing; general poli�cal and economic condi�ons, fluctua�ons in metal prices and other market-related risks, including any vola�lity in the Company’s share price, that may cause actual results, performance or developments to differ materially from those contained in such statements. Therefore, readers are cau�oned not to place undue reliance on forward-looking statements and forward-looking informa�on. Condor does not assume any obliga�on to update or revise its forward-looking statements, whether as a result of new informa�on, future or otherwise, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regula�on Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.