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Quimbaya Gold Inc. (“Quimbaya” or the “Company”) (CSE:QIM,OTC:QIMGF) (OTCQB: QIMGF) (FSE: K05) is pleased to announce that, due to investor demand, it has entered into an amended agreement with Stifel Canada to act as sole underwriter and bookrunner (the “Underwriter”), to increase its size of its previously announced “purchased deal” private placement offering, pursuant to which the Underwriter has agreed to purchase on a purchased deal basis 17,900,000 units of the Company (the “LIFE Units”) at a price of C$0.70 per LIFE Unit (the “Offering Price”) for aggregate gross proceeds of C$12,530,000 (the “Offering”), whereby the LIFE Units will be issued pursuant to the Listed Issuer Financing Exemption (as defined below).
The Company has granted to the Underwriter an option, exercisable up to 48 hours prior to the closing date, to purchase up to 15% additional LIFE Units for resale at the Offering Price for additional gross proceeds of up to €1,879,500.
Each LIFE Unit will consist of one common share (a “Common share“) and one-half (½) of one common stock purchase warrant (each whole warrant, one “Deposit“) of the Company. Each Warrant will be exercisable to acquire one Ordinary Share for a period of 36 months after the closing date of the Offering at an exercise price of €1.00 per common share.
The net proceeds from the Offering are expected to be used to advance the Company’s exploration programs, including drilling at the Tahami South project and follow-on work on regional copper-gold and gold targets, as well as for general working capital.
Subject to compliance with applicable legal requirements and in accordance with National Instrument 45-106 – Prospectus exemptions (“IS45-106“), the LIFE units will be offered for sale to buyers residing in Canada other than Quebec and/or other qualifying jurisdictions under the listed issuer financing exemption under Part 5A of NI 45-106 (the “Exemption for financing of listed issuers“). Because the Offering is being completed pursuant to the Publicly Traded Issuer Financing Exemption, the LIFE Units issued under the Offering will not be subject to a hold period under applicable Canadian securities laws. There is an offering document relating to the Offering that can be accessed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at quimbayagold.com. Potential investors should read the offering document before making any investment decision.
The offering is expected to close on or around this date November 42025 (the “Closing date“) and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including acceptance from the Canadian Securities Exchange.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, “US Persons” (as such term is defined in Regulation S under the US Securities Act) in the absence of such registration or an applicable exemption from the registration requirements of the US Securities Act. This press release does not constitute an offer to sell securities or a solicitation of offers to purchase securities. Any public offering of securities in the United States should be done by means of a prospectus containing detailed information about the company and its management, as well as financial statements.
About Quimbaya
Quimbaya aims to discover gold resources through exploration and acquisition of mining properties in the productive gold mining districts of Colombia. Led by an experienced team in the mining sector, Quimbaya focuses on three projects in the regions of Segovia (Tahami Project), Puerto Berrio (Berrio Project) and Abejorral (Maitamac Project), all located in the province of Antioquia, Colombia.
Quimbaya Gold Inc.
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Cautionary Statements
Certain statements in this press release constitute “forward-looking information” as that term is defined in applicable Canadian securities legislation. All statements, other than statements of historical fact, contained herein are forward-looking information. Generally, but not always, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “might”, “should”, “would” or “occur”. Forward-looking statements herein include statements and information regarding the closing of the Offering, the intended use of proceeds from the Offering, any exercise of Warrants, the future plans for the Company, including any expectations of growth or market momentum, future expectations for the gold sector in general, the Colombian gold sector in particular, or how global or local market trends may affect the Company, the intended exploration of the properties of the Company and any results thereof, the strength of the Company’s mineral assets. portfolio, the potential discovery and potential extent of mineral discovery on the Company’s properties, including Tahami South, the Company’s objectives, and other forward-looking information. Forward-looking information is by its nature based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Quimbaya to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These assumptions include, but are not limited to, that the Company’s exploration and other activities will proceed as expected. Future results relating to forward-looking statements may be affected by many factors, including but not limited to: future planned development and other activities on the Company’s mineral properties; an inability to finance the Company; obtaining the required permits for the Company’s mineral properties in a timely manner; any adverse changes in the planned operations of the Company’s mineral properties; the Company’s inability for any reason to execute anticipated exploration programs; establishing and maintaining beneficial relationships with local communities; mineral exploration results that are worse or better than expected; prices for gold remain as expected; exchange rates remain as expected; availability of funds for the company’s projects; prices for energy inputs, labour, materials, supplies and services (including transport); no work-related disruptions; no unplanned delays or interruptions in planned construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; the proceeds from the Offering are received as expected; all required regulatory and stock exchange approvals for the Offering have been obtained in a timely manner; investor participation in the Offering; and the company’s ability to comply with environmental, health and safety laws. Although Quimbaya management believes that the assumptions made and the expectations reflected in such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Furthermore, if one or more of the risks, uncertainties or other factors materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those described in any forward-looking statements or information. Readers are cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents Quimbaya’s expectations as of the date of this press release and is accordingly subject to change after such date. Except as required by law, Quimbaya does not expect to update forward-looking statements and information on an ongoing basis as circumstances change.
SOURCE Quimbaya Gold Inc.
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