Colibri Announces Definitive Agreement to Sell Remaining 49% Interest in Pilar for C$3.6 Million While Retaining 1% NSR

Colibri Resource Corporation has entered into a definitive agreement to sell its remaining 49% interest in the Pilar Gold & Silver Project in Sonora, Mexico, to joint venture partner Tocvan Ventures Corp. for a total cash consideration of C$3.6 million. The payment structure requires C$2.0 million upon closing and C$1.6 million 12 months post-closing.

Under the terms of the deal, Colibri retains a 1.0% Net Smelter Return (NSR) royalty, which Tocvan may repurchase at any time for C$1.0 million. The transaction is subject to Mexican transfer documentation and TSXV approval, with no finder’s fees payable. Colibri intends to use the proceeds to advance its 100%-owned EP Gold Project and broader exploration portfolio.

The announcement also recaps recent near-surface gold drill results from the EP Gold Project (Plomo Claims), including:

• 7.5 m of 2.92 g/t Au

Colibri Resource Corporation (CBI) has entered into a transaction that fundamentally alters its corporate structure and financial position. The deal involves total cash consideration of C$3.6 million, an amount that significantly exceeds the company’s estimated current market capitalization of approximately C$4 million. Of this total, an upfront payment of C$2 million provides immediate, non-dilutive capital, addressing the company’s longstanding capital constraints.

Through this agreement, Colibri exits its advanced-stage joint venture to become a pure-play explorer focused on its 100%-owned EP Gold Project. While the sale price represents a fraction of the theoretical NPV8 of Colibri’s 49% share—valued at US$71.15 million in a third-party non-43-101 study—the market had not previously priced in this value, as indicated by the stock’s persistent weakness. The company retains a 1% net smelter return (NSR), which includes a C$1 million buyback option, maintaining some ongoing exposure to the Pilar project.

The transaction eliminates joint venture complexity and removes the risk of future dilution that would have been required to fund Pilar’s development. Instead, the cash infusion effectively recapitalizes the company, providing a multi-year runway to aggressively explore the EP Gold Project.

Colibri Resource Corporation is a junior gold-silver exploration company focused in Sonora, Mexico. Its single flagship asset is the 100%-owned EP Gold Project, a 4,766-hectare land package in the Caborca Gold Belt. This follows the sale of its previous main asset, a 49% interest in the advanced Pilar Gold & Silver Project, which was a joint venture with Tocvan Ventures.

The EP Gold Project hosts multiple targets, including Evelyn (West Sahuaro) and Plomo (San Perfecto, Banco de Oro). Historical drilling returned broad, near-surface gold intercepts, and Phase 1 RC drilling comprising 22 holes confirmed a 1.2 km mineralized corridor at San Perfecto with grades such as 7.5 m @ 2.92 g/t Au. The project is early-stage but demonstrates district-scale potential.