On September 12, 2023, Colibri Resource Corporation closed the transaction. The company issued 200 units at an issue price of $1,000 for the gross proceeds of $200,000 in the second and final tranche. The company has issued a total 687 units at an issue price of $1,000 for the gross proceeds of $687,000 in the transaction.

Each Unit is comprised of $1,000 principal amount of 10% secured convertible debentures and 5,416 common share purchase warrants. Each Debenture will bear interest at 10% per annum, 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.

All interest accrued on the Convertible Debentures will be payable in cash only. The principal amount of the Debentures are convertible into Shares, at the holder's option, at a price of $0.05885 (CAD 0.08) per Common Share upon issuance and 12 months thereafter; and $0.07356 (CAD 0.10) per Common Share between 12 months and one day to the Maturity Date, at any time prior to the Maturity Date. The Debentures carry a fixed foreign exchange rate of CAD 1.30 for each US$1 of principal for conversion purposes only.

Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.12 per share for a period of 24 months from the date of issuance. In connection with the Offering, the Company paid finder's fees to certain registered dealers which was comprised of cash payments totaling $2,040 and the issuance of 11,049 finders' options exercisable at a price of $0.12 per Common Share and having a term of 24 months after issuance. The transaction included participation from certain officers, directors and 10%+ shareholders in the second tranche.

The company has received $217,000 pursuant to Regulation D and included participation from 10 investors.