Colibri arranges equity, debenture unit financings

Mr. Ian McGavney reports COLIBRI ANNOUNCES $1.625M NON-BROKERED PRIVATE PLACEMENTS OF EQUITY UNITS AND CONVERTIBLE DEBENTURE UNITS TO ADVANCE MEXICAN GOLD PROJECTS Colibri Resource Corp. intends to conduct two non-brokered private placements as follows: An equity offering of up to 8,666,666 units at a price of 15 cents for gross proceeds of up to $1.3-million: Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire one common share of the company at a price of 25 cents per common share for a period of 24 months. It is anticipated at this time that, of the gross proceeds, approximately $300,000 will be from former debentureholders of the company whose instruments came due during August, 2025, and will not represent new money to the company. See the company's news release of Aug. 6, 2025. A non-brokered private placement of up to 250 convertible debenture units for gross proceeds of up to $250,000 (U.S.): Each debenture unit consists of one $1,000 (U.S.) principal amount 10 per cent unsecured convertible debenture and 5,300 warrants. Each debenture will bear interest at 10 per cent per annum, calculated in U.S. 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 years from the date of issuance. The debentures are convertible into common shares, at the holder's option, at a price of 25 cents per common share at any time prior to the maturity date. For purposes of the conversion price, the debentures carry a fixed foreign exchange rate of $1.30 (Canadian) for each $1 (U.S.) of principal. 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 warrant will entitle the holder to acquire one common share at a price of 25 cents per common share for a period of 24 months following the closing of the offering. A significant portion of the offerings are expected to be acquired by former debentureholders whose loans matured in August, 2025 (see the company's news release dated Aug. 6, 2025). This will significantly strengthen the company's capital structure by converting outstanding obligations into equity-linked securities, although this will not represent new money to the company. Closing of the foregoing offerings is subject to the acceptance of the TSX Venture Exchange. Common shares issuable will be subject to a statutory hold period expiring on the date that is four months and one day after closing. The company anticipates that it may pay certain finders' fees as per the guidelines of the exchange. The offering will be conducted by the company primarily under the accredited investor exemption of National Instrument 45-106, Prospectus and Registration Exemptions, but may use other exemptions if appropriate. Certain insiders of the company may acquire units in the offering. Any participation by insiders in the private placement will constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units subscribed for by the insiders nor the consideration for the units paid by such insiders is expected to exceed 25 per cent of the company's market capitalization. Net proceeds will finance exploration at Colibri's flagship Mexican gold projects, including Pilar and EP, and for general working capital. "This financing provides us with the resources to advance key exploration initiatives at Pilar and EP while also strengthening our balance sheet. We view this as a significant step forward that enables us to deliver on important near-term objectives and continue positioning Colibri for growth," said Ian McGavney, president and chief executive officer of Colibri. For further details of the offering, please contact Mr. McGavney, president and chief executive officer of the company, at 506-383-4274 or [email protected]. About Colibri Resource Corp. Colibri is a Canadian-based mineral exploration company listed on the TSX-V and is focused on acquiring, exploring and developing prospective gold and silver properties in Mexico. The company holds four high-potential precious metal projects: (1) 100 per cent of the 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; (2) 49-per-cent ownership of the Pilar gold and silver project, which is believed to hold the potential to be a near-term producing mine; and (3) two highly prospective interests in the Sierra Madre (Diamante gold and silver project and Jackie gold and silver project). We seek Safe Harbor.