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pacific empire minerals corp. (TSXV: PEMC,OTC:PEMSF) ("Pacific Empire", "PEMC" or the "Company") is pleased to announce that it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement financing for aggregate gross proceeds of up to $4,500,000 (the "Offering").
Pursuant to the First Tranche, the Company raised an aggregate of $3,438,999.95 in gross proceeds and issued:
- 48,809,230 flow-through common shares (the "FT Shares") at a price of $0.065 per FT Share for gross proceeds of $3,172,599.95; and
- 4,440,000 non-flow-through common shares (the "Common Shares") at a price of $0.06 per Common Share for gross proceeds of $266,400.00.
All securities issued pursuant to the First Tranche are subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
In connection with the First Tranche, the Company paid aggregate finders' fees totaling C$61,825.00 in cash and issued an aggregate of 2,000,000 Common Shares and 3,015,384 finder warrants to certain eligible finders including Castlewood Capital Corporation, Canaccord Genuity Corp., Ventum Financial Corp. and PB Markets Inc. Each finder warrant entitles the holder to acquire one common share of the Company at a price of C$0.06 per share for a period of two years from the closing date.
The proceeds from the Offering will be used to advance the Company's flagship Trident and Pinnacle copper-gold porphyry projects located in north-central British Columbia, including diamond drilling, induced polarization ("IP") geophysics, geological modelling, geochemistry, and general working capital purposes.
The Company is also pleased to announce that it has formally engaged Equity Exploration Consultants Ltd. ("Equity") to provide technical leadership and project management services for the 2026 exploration season. Equity is a highly regarded geological and exploration consulting group based in British Columbia with extensive experience advancing porphyry copper-gold systems throughout western Canada.
Pacific Empire's President and CEO, Brad Peters commented:
"Closing this first tranche represents an important milestone for Pacific Empire as we position the Company for what we believe will be a transformative 2026 exploration season. We are particularly excited to formally bring Equity Exploration Consultants into a leadership role on the technical and project management side of the business. Their technical expertise, organizational capability and systematic approach to exploration significantly strengthens our ability to advance both Trident and Pinnacle at a much higher level.
Following the success of our 2025 maiden drill program at Trident, including hole DD25-TRI-001, we believe the Company is now in its strongest technical position in years and is well positioned to aggressively advance these district-scale copper-gold porphyry systems."
A director of the Corporation has subscribed for an aggregate of 7,000,000 FT Shares as part of the First Tranche, which participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV. The Corporation is relying on the exemption for a formal valuation under section 5.5(b) of MI 61-101 (trading on the TSXV), and on the exemption for minority shareholder approval under section 5.7(1)(b) of MI 61-101 (fair market value of less than C$2,500,000). The First Tranche and the Offering remain subject to final approval of the TSX Venture Exchange.
About Pacific Empire
Pacific Empire is a copper exploration company based in Vancouver, British Columbia and trades on the TSX Venture Exchange under the symbol PEMC. The Company has a district scale land position in north-central British Columbia totaling 22,541 hectares.
British Columbia is a "Green" copper jurisdiction with abundant hydroelectric power, access and infrastructure in close proximity to the end market.
ON BEHALF OF THE BOARD,
"Brad Peters"
President, Chief Executive Officer and Director
pacific empire minerals corp.
Tel: +1-604-356-6246
brad@pemcorp.ca
Neither the 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
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
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