Further to its news release dated February 26, 2024, Collective Mining Ltd. (TSX: CNL) (OTCQX: CNLMF) (FSE: GG1) is pleased to announce the closing of a strategic investment by a single purchaser on a non-brokered private placement basis consisting of the sale of 4,500,000 units, at a price of $4.20 per Unit for gross proceeds of C$18.9 million. Each Unit was comprised of one common share of the Company and one-half of one Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one Common Share subject to standard anti-dilution provisions, at a price of $5.01 per Warrant Share exercisable until 5:00 p.m. (Toronto time) on the date that is 36 months following the closing date of the Offering provided, however, that should the closing price at which the Common Shares trade equal or exceed $6.00 for 20 consecutive trading days following the date that is 24 months after the Closing Date, the Corporation may accelerate the Warrant Term to the date which is 30 trading days following the date a notice is provided to holders of Warrants and a press release is issued by the Corporation announcing the accelerated Warrant Term.

In connection with the Offering, the Company and the Purchaser entered into an investor rights agreement, pursuant to which the Purchaser is entitled to certain rights, provided the Purchaser maintains certain ownership thresholds in the Company, including: (a) the right to participate in equity financings and top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership interest at the time of such financing or issuance or acquire up to a 9.99% ownership interest in the Company on a partially-diluted basis; and (b) the right to nominate one person (and in the case of an increase in the size of the board of directors of the Company to eight or more directors, two persons) to the board of directors of the Company in the event that the Purchaser’s ownership interest in the Company exceeds and remains at or above 10%, on a partially-diluted basis.

The proceeds of the Offering will be used for exploration on the Company’s properties in Colombia and for general working capital purposes.

PowerOne Capital Markets Limited acted as an advisor to Collective in connection with the Offering.

About Collective Mining Ltd.

To see our latest corporate presentation and related information, please visit www.collectivemining.com

Founded by the team that developed and sold Continental Gold Inc. to Zijin Mining for approximately $2 billion in enterprise value, Collective is a copper, silver, gold and tungsten exploration company with projects in Caldas, Colombia. The Company has options to acquire 100% interests in two projects located directly within an established mining camp with ten fully permitted and operating mines.

The Company’s flagship project, Guayabales, is anchored by the Apollo system, which hosts the large-scale, bulk-tonnage and high-grade copper-silver-gold-tungsten Apollo porphyry system. The Company’s near-term objective is to drill the shallow portions of the Apollo system, continue to expand the overall dimensions of the system, which remains open in most directions and test newly generated grassroots targets.

Management, insiders and close family and friends own nearly 45% of the outstanding shares of the Company and as a result, are fully aligned with shareholders.