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VANCOUVER, BC – February 26, 2025 – Quimbaya Gold Inc. (CSE QIM / WKN A3DT3C) (“Quimbaya Gold” or the “Company”) is pleased to announce that following its press release on February 14, 2025, the Company has completed a fourth tranche of the previously reported non-brokered private placement (the “Placement”) of 2,634,999 units of the Company (each a “Unit”) at a price of $0.30 per Unit for total gross proceeds of $790,500. Each Unit consists of one common share (a “Common Share”) of the Company and one warrant to purchase a common share (a “Warrant”), with each Warrant entitling the holder to purchase one additional common share at an exercise price of $0.40 per common share within a period of two years from the date of issuance. In connection with the Placement, the Company will pay a finder’s fee of $42,080 and issue 140,267 finder’s warrants.

The Company has completed a total amount of $2,793,104.30 over the 4 tranches.

“We are very pleased with the additional investor interest and enthusiasm for the high-grade discovery potential of our Colombian gold projects, where we plan to commence drilling in the coming months,” said Alexandre P. Boivin, President and CEO.

The Company is now in a positive working capital position as it enters its next growth phase, with the net proceeds from the Placement primarily intended to be used by the Company for exploration purposes.

As part of the private placement, Quimbaya has completed debt settlements (the “Debt Settlements”) with certain creditors of the Company (the “Creditors”), pursuant to which the Company issued a total of 200,000 units to fully and finally settle accrued and outstanding debts totaling $60,000 to the Creditors, and the Creditors have agreed to accept these units.
All securities issued in connection with the Placement and the Debt Settlements are subject to a four-month hold period from the date of closing under applicable Canadian securities laws, in addition to any other restrictions that may apply under the securities laws of jurisdictions outside of Canada.

The Company has issued a total of 133,334 units to Alexandre P. Boivin (President, CEO, and Director of Quimbaya) and Olivier Berthiaume (CFO and Director of Quimbaya) as part of the Placement, who are considered “related parties” of the Company (the “Interested Parties”), which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is exempt from the requirement to obtain a formal valuation and minority shareholder approval in connection with the participation of the Interested Parties in the Placement pursuant to 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, insofar as the Placement involves the Interested Parties, exceeds 25% of the Company’s market capitalization.

Market-Making Agreement

Quimbaya is pleased to announce that it has engaged a market maker. The Company has entered into a market-making agreement (the “Agreement”) with Independent Trading Group (“ITG”), pursuant to which ITG has agreed to provide market-making services for the Company in accordance with the guidelines of the Canadian Securities Exchange (the “Exchange” or “CSE”) and applicable laws. ITG will trade the Company’s shares on the CSE and other suitable trading venues to maintain an orderly market and improve market liquidity for the Company’s common shares. The Agreement is effective as of February 3, 2025, and has an initial term of three months, which will automatically renew for successive one-month terms unless terminated by either party with 30 days’ notice. As compensation for the services provided by ITG under the Agreement, ITG will receive a fee of $6,500 per month, payable monthly in advance. ITG will not receive any shares, options, or other securities as compensation, and the capital used for market making will be provided solely by ITG. ITG is an independent, privately held broker-dealer based in Toronto, Ontario, offering a wide range of financial and investment services. ITG is a member of the Canadian Investment Regulatory Organization (CIRO) and the Canadian Investor Protection Fund (CIPF) and has access to all Canadian exchanges and alternative trading systems. ITG and the Company are not related at the time of the Agreement. Neither ITG nor its principals have any direct or indirect interest in the Company’s securities or intend to acquire such an interest.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall any securities be sold in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 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 “U.S. Securities Act”), or any state securities laws, and these securities may not be offered or sold in the United States or to U.S. persons unless they are registered under U.S. federal and state securities laws or an exemption from registration in the United States is available. “United States” and “U.S. person” have the respective meanings assigned to them in Regulation S of the U.S. Securities Act.

About Quimbaya

Quimbaya is engaged in the exploration and acquisition of mining properties in Colombia’s productive mining districts. Quimbaya is led by an experienced team in the mining sector and focuses on three projects in the regions of Segovia (Tahami Project), Puerto Berrio (Berrio Project), and Abejorral (Maitamac Project), all located in the Department of Antioquia, Colombia.
Contact Information
Alexandre P. Boivin, President and CEO apboivin@quimbayagold.com

Jason Frame, Communications Manager jason.frame@quimbayagold.com

Quimbaya Gold Inc.
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Forward-Looking Statements

This press release contains certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including but not limited to statements regarding the completion of the placement and its timing, the anticipated use of proceeds from the placement, future drilling activities, if any, and future drilling results, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as ‘intends’ or ‘expects’ or variations of such words and phrases or statements that certain actions, events or results ‘may’, ‘could’, ‘should’ or ‘would’ occur. Forward-looking statements are based on certain material assumptions and analyses made by the Company and the opinions and estimates of management as of the date of this press release, including but not limited to the Company completing the placement on the terms announced, the Company receiving all necessary regulatory approvals for the placement, the Company using the proceeds of the placement as currently anticipated; assumptions regarding the state of the financial markets for the Company’s securities; future drilling, if any, and growth of the Company. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, activities, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to differ include, but are not limited to, that the Company may not be able to raise funds under the placement as currently expected, that the Company may not receive necessary regulatory approvals for the placement, that the Company may not use the proceeds from the placement as anticipated, market volatility, unforeseen costs, changes in applicable regulations and changes to the Company’s business plans. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements, forward-looking information, or financial outlooks that are incorporated by reference herein, except in accordance with applicable securities laws. The CSE has neither reviewed nor approved or disapproved the contents of this news release.

The original language (usually English) in which the original text is published is the official, authorized and legally valid version. This translation is provided for better understanding. The German version may be shortened or summarized. No responsibility or liability is assumed for the content, correctness, appropriateness or accuracy of this translation. From the translator’s point of view, the message does not constitute a buy or sell recommendation! Please note the English original message at www.sedarplus.ca, www.sec.gov, www.asx.com.au/ or on the company website!