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Vancouver, British Columbia TheNewswire - March 5, 2026 Pacific Imperial Mines Inc. (TSX.V: PPM) ("Pacific Imperial" or the "Company") announces that it has entered into debt settlement agreements with Chris McLeod (CEO and director of the Company) and Peter Holbek (director of the Company) (collectively, the "Creditors") to fully settle debt owed by the Company to the Creditors in the aggregate amount of $238,807 for outstanding loans owing to Mr. McLeod and Mr. Holbek and for outstanding fees owing to Mr. Holbek (DBA Viking GeoScience) for geological services, by issuing an aggregate of 5,970,170 common shares of the Company to the Creditors at a deemed price of $0.04 per common share (the "Debt Settlement"). The Debt Settlement is subject to the approval of the TSX Venture Exchange (the "Exchange"). The shares to be issued to the Creditors will be subject to a hold period expiring on the date that is four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the Exchange.
The participation of the Creditors in the Debt Settlement, in the amount of 4,608,260 common shares to be issued to Mr. McLeod, 250,000 common shares to be issued to Mr. Holbek and 1,111,910 common shares to be issued to Mr. Holbek (DBA Viking GeoScience) under the Debt Settlement, constitutes a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the insiders in the Debt Settlement in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. The directors of the Company unanimously approved the Debt Settlement, with Mr. McLeod and Mr. Holbek abstaining with respect to their participation. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
About Pacific Imperial Mines
Pacific Imperial is a mineral exploration company based in Vancouver, Canada, engaged in the acquisition, exploration, evaluation and development of mineral properties in an acceptable risk environment. The Company's current focus is on the Brownell property in Saskatchewan and the Babine and Fenton properties in B.C.
ON BEHALF OF THE BOARD OF DIRECTORS
"Chris McLeod"
Chris McLeod, CEO
For further information please contact:
Chris McLeod (604) 669 6332
Email: investor@pacificimperialmines.com
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements with respect to the Company. By their nature, forward-looking statements are subject to a variety of factors that could cause actual results to differ materially from the results suggested by the forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements.
Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, the Company completing the Debt Settlement. These forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to the ability of the Company to obtain regulatory approval.
The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by law, the Company does not undertake any obligation to update publicly or to revise any forward-looking statements that are contained or incorporated in this press release. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
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