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Quimbaya Gold Inc. (CSE: QIM, OTCQB: QIMGF, FSE: K05) (“Quimbaya” or the “Company”) is pleased to announce that further to its news release dated December 23rd, 2024, the Company has completed a third tranche of the previously announced non-brokered private placement (the “Placement”) of 3,135,800 units of the Company (each, a “Unit”) at a price of $0.30 per Unit for aggregate gross proceeds of $940,740. Each Unit is comprised of one common share (a “Common Share”) of the Company and one Common Share purchase warrant (a “Warrant”), each such Warrant entitling the holder to acquire one additional Common Share for a period of two years from the date of issuance at an exercise price of $0.40 per Common Share. The net proceeds of the Offering will be used by the Company for exploration and working capital.
In connection with the Offering, the company shall pay total cash finders’ fees on Feb.14, 2025 of $21,720 and a total of 72,400 finder’s warrants are being issued.
Quimbaya is also pleased to announced that due to strong investor demand, the private placement has been increased to $3,000,000 on the same terms and is expected to close on or before February 21st, 2025.
“We are very encouraged with the additional investor interest and enthusiasm for the high-grade discovery potential of our Colombian gold projects that we anticipate commencing drilling in the coming months”, stated Alexandre P. Boivin, President and CEO.
Included as part of the private placement, Quimbaya has completed debt settlements (the “Debt Settlement’) with certain creditors of the Company (the “Creditors”) also announced on December 23th, 2024, pursuant to which the Company issued to the Creditors, and the Creditors agreed to accept, an aggregate of 484,068 Units in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $146,103.40.
All securities issued in connection with the Placement and the Debt Settlement are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The Company has issued an aggregate of 116,666 Units pursuant to the Placement, to Olivier Berthiaume (CFO and director of Quimbaya) who are considered “related parties” of the Company (the “Interested Parties”), in each case constituting, to that extent, a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”).
The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the Interested Parties in the Placement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Placement nor the securities issued in connection therewith, in so far as the Placement involves the Interested Parties, exceeds 25% of the Company’s market capitalization.
The Company also announces that William DeJong has stepped down from the Board of Directors and continues to support the company as advisor and counsel.
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