Colibri Clarifies Structure of Its Offerings

Executive Summary

• Colibri Resource Corporation clarifies the structure of three concurrent securities offerings totaling up to approximately $1.77 M in gross proceeds.
• The primary offering is a non‑brokered private placement of up to 8,333,333 units at $0.15 per unit, each unit comprising one common share and one warrant.
• Additional components include a debt conversion of ~US$520 k into up to 3,466,667 units and a separate private placement of 250 convertible debenture units for up to US$250 k, each paired with 5,200 warrants.

Key Details

• Unit Offering:
• Up to 8,333,333 units @ $0.15 per unit → gross proceeds ≤ US$1,250,000.

• Each unit = 1 common share + 1 common‑share purchase warrant (exercise price C$0.25, 24‑month term).

• Debt Conversion:

• Approx. US$520,000 of convertible debenture principal & interest converted into up to 3,466,667 units.
• Units carry identical terms to the Unit Offering.

• No insiders or non‑arm’s‑length participants in this conversion.

• Debenture Offering:

• Up to 250 “debenture units” for gross proceeds ≤ US$250,000.
• Each debenture unit = US$1,000 10% unsecured convertible debenture + 5,200 common‑share purchase warrants.
• Debentures bear 10% annual interest (payable quarterly), mature 2 years from issuance, convertible at C$0.25 per share (FX rate fixed at C$1.30/US$1).

• Warrants exercisable at C$0.25 per share for 24 months post‑closing.

• Insider Participation:

• Insiders may subscribe to the Unit and/or Debenture offerings; such participation is deemed a “related party transaction” but expected to be exempt from MI 61‑101 valuation/approval thresholds (≤ 25% of market cap).

• Regulatory & Holding Requirements:

• All securities issued will be subject to a statutory four‑month‑and‑one‑day hold period.
• Company may pay finder's fees in accordance with TSX Venture Exchange policies.

Notable Quotes

• Ian McGavney, President, CEO & Director: “The clarification provided herein ensures investors have an accurate understanding of the terms and structure of our current financing activities.”