Star Metro - Bird River Announces Closing of 2nd Tranche of Common Share Financing for Gross Proceeds of Approximately $760,000 and Exercise of Right of Use Option for Processing Plant

WINNIPEG, MB / ACCESS Newswire / August 1, 2025 / Bird River Resources Inc. (the "Company") (CSE:BDR) announces that it has closed a second tranche of a non-brokered best efforts private placement financing (the "Offering") of common shares in the capital of the Company (the "Common Shares") for aggregate gross proceeds of approximately $762,168.

All currency references in the news release are in Canadian currency unless otherwise noted.

Private Placement Financing

The Offering consisted of the issuance of 9,527,106 Common Shares at a price of $0.08 per Common Share. No finders fees or commissions were paid in connection with the Offering. The gross proceeds of the Offering will be used for satisfying the obligations under the ROU Agreement (as defined herein) and for general corporate and working capital requirements of the Company.

The Common Shares were issued by way of a private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued pursuant to the Offering are subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.

The Offering will result in the issuance of Common Shares to Melvyn Reznick indirectly, a director of the Company, and will constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and the fair market value of the Common Shares issued does not exceed 25% of the Company's market capitalization.

This news release is being issued under the early warning provisions of Canadian securities legislation. An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where the Company is reporting and will be available on SEDAR+ at www.sedarplus.ca.

Right of Use Option

The Company also announces that pursuant to a right of use agreement (the "ROU Agreement") entered into by the Company's wholly-owned subsidiary, Cotton Mining & Processing, S.A. DE C.V. ("Cotton"), Cotton has exercised its option for an exclusive right of use of a mill processing plant located near its recently purchased mineral property in Mexico (the "Processing Plant"), including a right to all the surface rights associated with such processing plant (the "ROU"). Cotton shall continue preparatory work for operations at the Processing Plant with the goal of being able to begin processing ore in Q4 of 2025.

The term of the ROU is for a period of thirty-six (36) months, whereby Cotton will pay the stated rental in the accordance with ROU Agreement. Cotton may terminate the ROU at anytime by giving thirty (30) days advanced written notice.

For furth details regarding the ROU Agreement, refer to the press release of the Company dated March 10, 2025, available on SEDAR+ at www.sedarplus.ca.

The securities of the Company referred to in this news 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Bird River

Bird River is a Winnipeg, Manitoba based resource company focussed on advancing quality mineral exploration and development properties. The Company currently holds a net royalty smelter interest in a platinum palladium property in the Bird River Sill area of northeastern Manitoba near the Ontario border. Additional information regarding the Company is available at www.sedarplus.ca.

For further information, please contact:

Jon Bridgman, CEO & Director
Bird River Resources Inc.
Tel: 1-877-587-0777
Email: [email protected]

Cautionary Note Regarding Forward Looking Statements

This news release contains certain "forward-looking statements" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be considered forward-looking statements.

Examples of forward-looking statements in this news release include, amongst others, the anticipated use of the proceeds from the Offering and statements regarding the ROU and operations of the Processing Plant. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements, including but not limited to: adverse changes in regulations; economic and market stability; commodity prices; reliance on key personnel; foreign exchange risks; availability of capital; and risks inherent with conducting mining and processing-related operations in Mexico. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Neither the CSE nor its market regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.

SOURCE: Bird River Resources Inc.

View the original press release on ACCESS Newswire

O.Gauthier--SMC