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 condiƟonal 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
ExempƟon under Part 5A of Na Ɵonal Instrument 45-106 – Prospectus ExempƟons (the “Listed
Issuer Financing ExempƟon”).
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 enƟtle the holder thereof to purchase one addiƟonal 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) thereaŌer at an exercise price of $0.20 per Warrant Share.
The Company intends to use the net proceeds raised from the Offering for exploraƟon at the
Huinac Punta Project and the Pucamayo Project, and for general corporate purposes. The offering
document required under the Listed Issuer Financing Exemp Ɵon may be accessed under the
Company's SEDAR+ profile and on the Company's website at hƩps://condorresources.com.
Certain insiders of the Company, including Crescat Porƞolio Management LLC (“Crescat”) and
certain directors of the Company (collecƟvely, the “Related ParƟes”) subscribed for an aggregate
of 4,592,834 Units for aggregate proceeds of $551,140 under the Offering. As a result, the
Offering consƟtuted a “related party transac Ɵon” within the meaning of Policy 5.9 of the TSXV
and Mul Ɵlateral Instrument 61 - 101 - ProtecƟon of Minority Security Holders in Special
TransacƟons (“MI 61-101 ”). The Company relie d on the exemp Ɵons under sec Ɵons 5.5(a) and
5.7(1)(a) of MI 61- 101 in respect of the formal valua Ɵon and minority shareholder approval
requirements in respect of the Related ParƟes’ parƟcipaƟon in the Offering, as neither the fair
market value of the Units issued in connecƟon with the Offering, nor the fair market value of the
consideraƟon received by the Company therefor, insofar as it involved the Related Par Ɵes,
exceeded 25% of the Company’s market capitaliza Ɵon (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 ParƟes’ parƟcipaƟon in the Offering had not been determined
and the Company wished to complete the Offering in an expediƟous manner.
SecuriƟes issued pursuant to the Offering under the Listed Issuer Financing Exemp Ɵon are not
subject to a hold period pursuant to applicable Canadian securi Ɵes laws . All other s ecuriƟes
issued pursuant to the Offering will be subject to a four-month hold period following the Closing
Date pursuant to applicable Canadian securiƟes laws and, with respect to securiƟes issued under
the Offering to the Related ParƟes, pursuant to applicable policies of the TSXV.
Finder's fees in connecƟon 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 Ɵes or other equity in the Company (the
"Investment Agreement"). The Finder's Warrants shall be equal to eight percent (8%) of the
number of securiƟes received by the Designated Investor. Each non-transferable Finder's Warrant
enƟtles 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
connecƟon with the closing of the financing, the Company paid $16,496.00 in cash and issued
137,466 Finder's Warrants.
In connecƟon with Crescat's investment in the private placement of Condor shares, the Company
and Crescat have entered into a Right of Par ƟcipaƟon Agreement. Pursuant to this agreement,
Crescat shall have the right, but not the obliga Ɵon, to parƟcipate 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 ƟcipaƟon 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 consƟtute an offer to sell or a solicitaƟon of an offer to buy nor shall
there be any sale of any of the securiƟes in the United States or in any jurisdicƟon in which such
offer, solicitaƟon or sale would be unlawful. The securi Ɵes have not been and will not be
registered under the United States SecuriƟes Act of 1933 , as amended (the “ 1933 Act”), or any
state securiƟes 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 RegulaƟon S under the 1933 Act) unless registered under
the 1933 Act and applicable state securi Ɵes laws, or an exemp Ɵon from such registra Ɵon
requirements is available.
About Condor Resources Inc.
Condor Resources is a precious and base metals exploraƟon company focused on its porƞolio of
projects in Peru. The Company’s flagship project, Pucamayo, is an 85 km 2 property containing a
high sulfidaƟon epithermal system with disseminated precious metals mineralizaƟon with a large
lithocap alteraƟon visible at surface. The Huiñac Punta project, a 7,200 Ha property in Huanuco,
Peru, has the poten Ɵal to host a large carbonate replacement style (CRD) silver-dominant
polymetallic mineralized body with the potenƟal for discovery of a bulk tonnage silver and base
metals deposit. The Company has op Ɵoned several large projects to partners who con Ɵnue to
advance these projects. The Company’s award- winning explora Ɵon team in Peru has a long
history of success in discovering and advancing high quality explora Ɵon projects and managi ng
the social aspects of its exploraƟon acƟviƟes.
For more informaƟon, 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 ExecuƟve Officer
For further informaƟon please contact the Company at 1-866-642-5707, or by email at
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of applicable
securiƟes law. Forward-looking statements are frequently characterized by words such as “plan”,
“expect”, “project”, “intend”, “believe”, “an Ɵcipate”, “es Ɵmate” a nd other similar words, or
statements that certain events or condi Ɵons “may” or “will” occur. Such forward-looking
statements include, but are not limited to the Company’s expectaƟons with respect to the use of
proceeds raised under the Offering.
Although the Company believes that the expecta Ɵons reflected in applicable forward -looking
statements are reasonable, there can be no assurance that such expecta Ɵons will prove to be
correct. Such forward-looking statements are subject to risks and uncer tainƟes, including risks
associated with the business of mineral explora Ɵon and development; con Ɵnued availability of
capital and financing; general poliƟcal and economic condiƟons, fluctuaƟons in metal prices and
other market-related risks, including any volaƟlity 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 Ɵoned not to place undue reliance on forward -looking
statements and forward-looking informaƟon. Condor does not assume any obliga Ɵon to update
or revise its forward- looking statements, whether as a result of new informa Ɵon, future or
otherwise, except as required by applicable law.
Neither the TSX Venture Exchange nor its RegulaƟon 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.