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Quri-Mayu Developments Ltd. — Capital/Financing Update 2025
Sep 25, 2025
47676_rns_2025-09-24_5d219c90-812e-4339-b8d5-c311be4caba4.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Quri-Mayu Developments Ltd. (the “ Issuer ”)
401 - 750 West Pender Street Vancouver, BC V6C 2T7
Item 2. Date of Material Change
September 23, 2025.
Item 3. News Release
The news release announcing the material change described herein was disseminated through The Stockwatch and filed on SEDAR+ on September 23, 2025.
Item 4. Summary of Material Change
The Issuer announced the closing of an initial tranche of its non-brokered private placement of $2,000,000 (the " Offering "); by issuing of 15,586,727 units (each, a " Unit ") at a price of $0.05 per Unit for gross proceeds of $779,336 (“ Tranche1 ”). Each Unit consists of one common share (a " Share ") and one-half of one common share purchase warrant (each, a " Warrant ") of the Company.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
For more information, please see appendix “A”.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
Kevin Smith, Chief Executive Officer Telephone: 604 309 6340 Email: [email protected]
Item 9. Date of Report
September 24, 2025
Schedule “A”
QURI-MAYU DEVELOPMENTS LTD.
QURI-MAYU ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia, September 23, 2025 , Quri-Mayu Developments Ltd. (TSXV: QURI) (“ Quri-Mayu ” or the “ Company ”) is pleased to announce that, further to its news release dated July 14, 2025, it has closed an initial tranche (the “ Initial Tranche ”) of its previously announced $2,000,000 non-brokered private placement (the “ Offering ”), which Initial Tranche consisted of aggregate gross proceeds of C$779,336 (the “ Tranche 1 ”) by issuance of 15,586,727 units (each, a “ Unit ”) at a price of $0.05 per Unit.
Each Unit consists of one (1) common share in the capital of the Company (each, a “ Share ”) and one-half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Share (a “ Warrant Share ”) at an exercise price of C$0.10 for a period of twenty-four (24) months from the date of issuance, subject to an acceleration provision in the event the trading price of the Shares equals or exceeds $0.20 for a period of 10 consecutive trading days, the Company may, within 15 days of such occurrence, accelerate the expiry date of the Warrants by giving notice to the holders, in which case the Warrants will expire on the 30th day after such notice is given.
The securities issued under the Initial Tranche are subject to a hold period expiring on January 24, 2026.
The Company intends to close a second tranche for the remainder of the Offering in the coming weeks.
In connection with the Initial Tranche, the Company will pay finder’s fees to Haywood Securities Inc., of $4,200.00 in cash and 84,000 non-transferable share purchase warrants (each, a “ Finder’s Warrant ”) and Ventum Financial Corp. will receive $7,350.00 in cash and 147,000 Finder’s Warrants. Each Finder’s Warrant is exercisable into one Share (each, a “ Finder’s Warrant Share ”) at a price of $0.10 per Finder’s Warrant Share until September 23, 2027 and are subject to a hold period until January 24, 2026.
The Company intends to use the net proceeds from the Tranche 1 for the exploration and advancement of the Company’s property and for the working capital purposes. The Company may reallocate the proceeds in its discretion for sound business reasons.
The closing of Tranche 1 remains subject to final acceptance of the TSX Venture Exchange.
About Quri-Mayu Developments Ltd.
Quri-Mayu Developments Ltd. is a resource exploration company that is acquiring and exploring mineral properties. The Company is a reporting issuer in the province of British Columbia.
On Behalf of the Board of Directors
QURI-MAYU DEVELOPMENTS LTD.
Kevin Smith
Chief Executive Officer Telephone: 604-309-6340
Cautionary Statements Regarding Forward Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward- looking statements include, but are not limited to, statements with respect to: the use of proceeds, and TSX Venture Exchange final approval of the Offering.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of gold; and the results of current exploration. 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. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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