Colibri Clarifies Structure of Its Offerings
Colibri Clarifies Structure of Its Offerings
Dieppe, New Brunswick--(Newsfile Corp. - October 17, 2025) -
Colibri Resource Corporation
(TSXV:
CBI) ("Colibri" or the "Company") wishes to clarify and correct certain information regarding the structure
of its securities offerings as disclosed in its news releases of October 6 and 16, 2025.
The Company is currently conducting the following offerings:
1
.
A non-brokered private placement of up to 8,333,333 units (the "Unit Offering") at a price of $0.15
per unit (a "Unit") for gross proceeds of up $1,250,000, Each Unit will consist of one (1) common
share and one (1) common share purchase warrant (a "Warrant"). Each Warrant will entitle the
holder to acquire one common share (a "Common Share") of the Company at a price of C$0.25
per Common Share for a period of 24 months;
2
.
A debt conversion of approximately $520,000 in exchange for up to 3,466,667 units. The units
carry identical terms to the Units being offered in the Unit Offering. The debt being converted
represents principal and interest from convertible debentures which matured in August 2025. See
the Company's news release dated August 6, 2025. There are no insiders or non-arm's length
parties participating in this debt conversion; and
3
.
A non-brokered private placement of up to 250 convertible debenture units (the "Debenture Units")
for gross proceeds of up to US$250,000 (the "Debenture Offering"). Each Debenture Unit consists
of one (1) US$1,000 principal amount 10% unsecured convertible debenture (the "Debenture")
and 5,200 common share purchase warrants (the "Debenture Warrants"). Each Debenture will
bear interest at the rate of 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").
The principal amount of
the Debentures are convertible into Common Shares, at the holder's option, at the rate C$0.25 per
Common Share (the "Conversion Price") any time prior to the Maturity Date. For purposes of the
Conversion Price, the Debentures carry a fixed foreign exchange rate of C$1.30 for each US$1 of
the principal amount. All interest accrued on the Debentures will be payable in cash only and there
can be no conversion of the Debenture interest into Common Shares of the Company. Each
Debenture Warrant will entitle the holder to acquire one Common Share at a price of C$0.25 per
Common Share for a period of 24 months following the closing of the offering. A portion of the
Debenture Offering is anticipated to be taken up by former debenture holders whose debentures
matured in August 2025. Those persons participating on this basis will not represent new money to
the Company.
Insiders of the Company may acquire securities in the Unit and/or Debenture Offerings. Any participation
by insiders will 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 expects
such participation will be exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as the fair market value of the securities subscribed for by insiders, nor the
consideration paid, is expected to exceed 25% of the Company's market capitalization.
Securities issued in accordance with the foregoing offerings will be subject to a statutory four-month-and-
one-day hold period. The Company may pay finder's fees in accordance with TSX Venture Exchange
policies.
About Colibri Resource Corporation
Colibri Resource Corporation is a Canadian-based mineral exploration company listed on the TSX
Venture Exchange (TSXV: CBI) and focused on acquiring, exploring, and developing prospective gold
and silver properties in Mexico. The Company holds four high-potential precious-metal projects: (1)
100% ownership of the EP Gold Project in the prolific Caborca Gold Belt, (2) 49% of the Pilar Gold &
Silver Project (near-term production potential), and (3) a 60% interest in the Diamante Gold & Silver
Project in the Sierra Madre region.
For more information, please visit:
www.colibriresource.com
Contact:
Ian McGavney
President, CEO & Director
Tel: (506) 383-4274
Email:
Forward-Looking Statements
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 news
release.
No stock exchange, securities commission or other regulatory authority has approved or disapproved
the information contained herein. This news release includes certain "forward-looking statements".
These statements are based on information currently available to the Company and the Company
provides no assurance that actual results will meet management's expectations. Forward- looking
statements include estimates and statements that describe the Company's future plans, objectives or
goals, including words to the effect that the Company or management expects a stated condition or
result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates",
"expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are
based on assumptions and address future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results relating to, among other things, results of exploration,
project development, reclamation and capital costs of the Company's mineral properties, and the
Company's financial condition and prospects, could differ materially from those currently anticipated in
such statements for many reasons such as: changes in general economic conditions and conditions in
the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental
and other judicial, regulatory, political and competitive developments; technological and operational
difficulties encountered in connection with the activities of the Company; and other matters discussed in
this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-
looking statements. These and other factors should be considered carefully, and readers should not
place undue reliance on the Company's forward-looking statements. The Company does not undertake
to update any forward-looking statement that may be made from time to time by the Company or on its
behalf, except in accordance with applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/270938