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VANCOUVER, BC, June 5, 2024 /CNW/ - Quimbaya Gold Inc. (CSE: QIM) (OTCQB: QIMGF) ("Quimbaya" or the "Company") announces it is completing a private placement of units of the Company ("Units") for up to an aggregate of $3,000,000 (6,000,000 Units) at a price of $0.50 per Unit, inclusive of both traditional private placement funds and shares for debt/previous services (the "Private Placement"). The completion of the Private will be subject to Canadian Securities ?Exchange ("CSE") approval. All shares issued pursuant to this Private Placement and any shares issued pursuant to the exercise of warrants will be subject to a four-month and one day hold period from the closing date.

Each Unit is composed of one common share in the capital of the Company (a "Common Share") and one-half non-transferable share purchase warrant (a "Warrant"). Each Warrant is exercisable to purchase one additional common share of the Company (a "Warrant Share") for a period of one year from the date of closing of the Private Placement at an exercise price of $0.75 per Warrant. The Warrants are subject to an accelerated expiry date, which comes into effect when the trading price on the CSE of the Company's common shares closes at or above $1.00 per share for a period of 10 consecutive trading days commencing. In such event, the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release (the "Notice") to the Warrant holders and in such case, the expiry date of the Warrants will be 30 days from the date of the Notice and all rights of holders of such Warrants shall be terminated without any compensation to such holder. Proceeds from the Private Placement will be used to fund the Company's projects and for general working capital purposes. The Company reserves the right to accept additional funds, subject to regulatory approval, should the Private Placement be oversubscribed.

Further to the above Private Placement notice, the Company announces that is has closed the first tranche (the "First Tranche") of its private placement of 2,482,140 Units for an aggregate of $1,241,070.

Certain insiders of the Company, Jean-Luc Peyrot (former Director), Alexandre P. Boivin (President, Chief Executive Officer and Director), and Alexandre Lambert de Beaulieu (former Corporate Secretary and Director), participated in the Private Placement. Such participation is considered a related ?party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority ?Security Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt ?from minority approval and valuation requirements pursuant to the exemptions contained in Section ??5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under ?the Private Placement nor the consideration to be paid by insiders will exceed 25% of the Company's market ?capitalization. ?