Colossus Resources prices shares for debt, financing

Executive Summary

• Colossus Resources reserves a $0.05 per share price for a debt settlement that will retire $204,490.50 of outstanding obligations by issuing ~4.09 M common shares at the deemed price.
• Insiders (officers and directors) will convert $85,408 of debt into 1,708,160 additional common shares at the same $0.05 price.
• The company also announces a non‑brokered private placement of up to 1.8 M units (each unit = 1 common share + ½ warrant) at $0.05 per unit, targeting gross proceeds of up to $90,000 for working capital; warrants allow purchase of additional shares at $0.10 for two years, with acceleration provisions if the share price reaches $0.20 for 20 consecutive days after the hold period.

Key Details

• Debt Settlement:
• Revised aggregate debt to settle: $204,490.50 (loans, management fees, other obligations).
• Shares to be issued: 4,089,810 common shares at a deemed price of $0.05 per share.
• Insiders conversion: $85,408 debt converted into 1,708,160 common shares at $0.05/share.

• Hold period on newly issued shares: four months and one day from issuance date.

• Private Placement:

• Maximum units to be sold: 1,800,000 units.
• Unit composition: 1 common share + ½ common share purchase warrant.
• Pricing: $0.05 per unit, based on a reference closing price of $0.065 (Sept 10, 2025).
• Gross proceeds target: up to $90,000 for general working capital.
• Warrant terms: each whole warrant permits purchase of one additional common share at $0.10 per share; exercisable for two years from financing close.

• Acceleration clause: warrants may be accelerated if the company’s common shares trade at or above $0.20 for 20 consecutive trading days after the four‑month hold period expires.

• Regulatory Conditions:

• Both transactions are subject to customary closing conditions, including approval by the TSX Venture Exchange and compliance with applicable securities laws.

Notable Quotes

(No CEO/President quotes were included in the release.)