Pinnacle Arranges Non-Brokered Private Placement

(TheNewswire)

VANCOUVER, BRITISH COLUMBIA, November 25, 2025 TheNewswire - (TSXV: PINN,OTC:NRGOF, OTC: PSGCF, Frankfurt: P9J) Pinnacle Silver and Gold Corp. (" Pinnacle " or the " Company ") is pleased to announce that it is arranging a non-brokered private placement to raise gross proceeds of up to $2,520,000 (the "Offering").  The placement will consist of up to 18,000,000 units (the "Units") with each Unit, priced at $0.14, comprising one common share ("Share") in the capital of the Company and one-half share purchase warrant ("Warrant").  Each whole Warrant shall be convertible into an additional Share at an exercise price of $0.20 for a period of 24 months from the date of issuance.  Finders' fees consisting of 6 per cent in cash commission and 6 per cent in non-transferable finders' warrants may be paid in connection with the Offering.  Each finder's warrant entitles the holder to acquire one common share at $0.20 cents per share over a 24-month period.  The Company expects the offering to close on or about December 19, 2025.

The net proceeds raised from the Offering will be used to advance the high-grade El Potrero gold-silver project in Durango, Mexico, for project evaluations, and for general working capital.

Insiders of the Company will also be participating in the Offering.  The participation of the insiders in the Offering will constitute a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).  The Company is exempt from the requirements to obtain a formal evaluation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued will exceed 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101.

All securities to be issued will be subject to a four-month hold period from the date of issuance and subject to TSX Venture Exchange approval.  The securities offered 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.

About the Potrero Property

El Potrero is located in the prolific Sierra Madre Occidental of western Mexico and lies within 35 kilometres of four operating mines, including the 4,000 tonnes per day (tpd) Ciénega Mine (Fresnillo), the 1,000 tpd Tahuehueto Mine (Luca Mining) and the 250 tpd Topia Mine (Guanajuato Silver).

High-grade gold-silver mineralization occurs in a low sulphidation epithermal breccia vein system hosted within andesites of the Lower Volcanic Series and has three historic mines along a 500 metre strike length.  The property has been in private hands for almost 40 years and has never been systematically explored by modern methods, leaving significant exploration potential.

A previously operational 100 tpd plant on site can be refurbished / rebuilt and historic underground mine workings rehabilitated at relatively low cost in order to achieve near-term production once permits are in place. The property is road accessible with a power line within three kilometres.

Pinnacle will earn an initial 50% interest immediately upon commencing production.  The goal would then be to generate sufficient cash flow with which to further develop the project and increase the Company's ownership to 100% subject to a 2% NSR.  If successful, this approach would be less dilutive for shareholders than relying on the equity markets to finance the growth of the Company.

About Pinnacle Silver and Gold Corp.

Pinnacle is focused on the development of precious metals projects in the Americas.  The high-grade Potrero gold-silver project in Mexico's Sierra Madre Belt hosts an underexplored low-sulphidation epithermal vein system and provides the potential for near-term production . In the prolific Red Lake District of northwestern Ontario, the Company owns a 100% interest in the past-producing, high-grade Argosy Gold Mine and the adjacent North Birch Project with an eight-kilometre-long target horizon . With a seasoned, highly successful management team and quality projects, Pinnacle Silver and Gold is committed to building long -term , sustainable value for shareholders.

Signed: "Robert A. Archer"

President & CEO

For further information contact :

Email: info@pinnaclesilverandgold.com

Tel.:  +1 (877) 271-5886 ext. 110

Website: www.pinnaclesilverandgold.com

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release .

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