Kiboko Announces Repricing of Non-Brokered Private Placement

On November 27, 2025, Kiboko Gold announced a repricing of its previously announced non-brokered private placement, which is concurrent with a proposed 1-for-10 share consolidation. The company will now issue up to 12,500,000 units at a price of $0.08 per unit (post-consolidation) to raise gross proceeds of $1,000,000. Each unit will consist of one post-consolidation common share and one warrant. Each warrant will be exercisable at $0.12 for a period of 24 months.

This revises the terms announced on September 30, 2025, which proposed an offering of 10,000,000 units at $0.10 per unit (post-consolidation), with a warrant exercisable at $0.15. The new terms represent a 20% reduction in both the unit price and the warrant exercise price.

The repricing of this financing is a negative development, although necessary for the company's survival. A chronological review of the company's situation reveals a state of severe financial distress.

• Financial Position: The interim financial statements from August 25, 2025 (for the period ending June 30, 2025) showed a company on the brink of insolvency. Kiboko had only $8,323 in cash against $129,462 in total liabilities, resulting in a working capital deficiency of over $103,000. The company had effectively ceased meaningful exploration to conserve cash.

• Initial Financing Attempt: Recognizing its dire situation, the company announced a 1-for-10 share consolidation and a $1 million private placement on September 30, 2025. The original terms were set at a post-consolidation price of $0.10 per unit.

• Inability to Close: The latest news release confirms the company was unable to attract sufficient investment at the original $0.10 price. To close the financing, management was forced to offer more favorable terms to investors, lowering the unit price to $0.08 and the warrant exercise price to $0.12. This signals weak demand for the offering and a poor negotiating position for the company.

• Extreme Dilution: This financing is exceptionally dilutive to existing shareholders. Pre-financing, the company has ~44.1 million shares. Post-consolidation, this will become ~4.4 million shares. The new financing will issue 12.5 million new post-consolidation shares. This means the financing participants will own approximately 74% of the company post-closing, effectively wiping out current shareholders.

The news is "Routine - Negative" because while a financing was desperately needed and expected, the unfavorable revision of terms confirms the company's weak position and the difficulty it faces in attracting capital. The funds are a lifeline for G&A expenses, not a war chest for aggressive exploration.

Kiboko Gold Inc. is a Canadian junior mineral exploration company. Its flagship asset is the Harricana Gold Project, located in the Abitibi Greenstone Belt in Quebec, Canada. The project is at an early exploration stage, and the company has not yet defined a mineral resource estimate. Due to its precarious financial position, exploration activities have been minimal throughout 2025. The project is subject to several underlying net smelter return (NSR) royalties.