Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - Colossus Resources Corp. (TSXV: CLUS) ("Colossus" or the "Company") announces it has closed its previously announced non-brokered private placement financing (the "Financing" "Private Placement") on October 7, 2025. The Private Placement consisted of 1,800,000 units (the "Units") of securities at a price of CDN$0.05 per Unit for aggregate gross proceeds of CDN$90,000 for general working capital. Each Unit is comprised of one (1) common share and one-half (1/2) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of CDN$0.10 for a period of two (2) years from closing of the Financing. The expiry date of the warrants may be accelerated if the Company's common shares trade at or above $0.20 for 20 consecutive trading days following the expiry of the four month hold period.
The Company also announces it has closed its previously announced shares for debt settlement (the "Shares for Debt Transaction" "Debt Settlements"). The Debt Settlements consisted of the issuance of an aggregate of 4,087,650 common shares of Colossus at a deemed price of CDN$0.05 per share to settle an aggregate amount of CDN$204,382.50.
All securities issued pursuant to the Financing and Debt Settlements will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSXV policies.
Insiders and non-arm's length parties of the Company received an aggregate of 2,606,000 common shares in settlement of an aggregate of CDN$130,300 of the Share for Debt Transaction, and purchased an aggregate of 200,000 Units (CDN$10,000) of the Private Placement.
The Debt Settlements and Private Placement with insiders and other non-arm's length parties each constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The issuance of the shares to the related parties was exempt from the valuation requirement of MI 61-101 under the exemption in section 5.5(b) of MI 61-101 in that the Company's shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 under the exemption in section 5.7(a) of MI 61-101 in that the fair market value of the consideration for the securities issued to each of the related parties did not exceed 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days in advance of the closing of these transactions as the participation of the related parties in the transactions had not been confirmed at that time.
The Company also announces the resignation of Geoff Hampson as a director. The Company would like to thank him for his service.
About Colossus Resources Corp.
Colossus Resources is a relatively young junior mineral exploration company focused on maximizing shareholder value through the acquisition, discovery and advancement of high-quality copper - gold projects.
ON BEHALF OF THE BOARD OF DIRECTORS
"Charalambos (Harry) Katevatis"
President & CEO
Colossus Resources Corp.
For more information contact Ioannis (Yannis) Tsitos, Technical Director of Colossus Resources Corp at yannis@colossusresources.com
Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Certain of the statements made and information contained herein may contain forward- looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, information concerning the Company's intentions with respect to the development of its mineral properties. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties who have agreed to do certain things and the approval of certain regulatory bodies). Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The reader is cautioned not to place undue reliance on forward-looking information.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269672
SOURCE: Colossus Resources Corp.
