| We received from Quimbaya Gold Inc. and we are glad to publish the following press release:
“Quimbaya Gold Inc. (“Quimbaya” or the “Company“) (CSE: QIM) (OTCQB: QIMGF) (FSE: K05) is pleased to announce that it has entered into an agreement with Stifel Canada to act as sole underwriter and bookrunner (the “Underwriter“), in connection with a “bought deal” private placement of 14,300,000 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$10,010,000 (the “Offering“), with the LIFE Units to 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 for resale up to an additional 15% of LIFE Units at the Offering Price for additional gross proceeds of up to C$1,501,500.
Each LIFE Unit will consist of one common share (a “Common Share“) and one-half (½) of one Common Share purchase warrant (each whole warrant, a “Warrant“) of the Company. Each Warrant will be exercisable to acquire one Common Share for a period of 36 months following the closing date of the Offering at an exercise price of C$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-up work on regional copper-gold and gold targets, as well as for general working capital.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the LIFE Units will be offered for sale to purchasers resident in Canada other than Quebec and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the LIFE Units issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related 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. Prospective investors should read the offering document before making an investment decision.
The Offering is scheduled to close on or about November 4, 2025 (the “Closing Date“) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the Canadian Securities Exchange.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), 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, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
About Quimbaya
Quimbaya aims to discover gold resources through exploration and acquisition of mining properties in the prolific gold mining districts of Colombia. Managed by an experienced team in the mining sector, Quimbaya is focused on three projects in the regions of Segovia (Tahami Project), Puerto Berrio (Berrio Project), and Abejorral (Maitamac Project), all located in Antioquia Province, Colombia.”.
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