Pinnacle Closes Oversubscribed Non-Brokered Private Placement

(TheNewswire)

VANCOUVER, BRITISH COLUMBIA, August 7, 2025 TheNewswire - (TSXV: PINN,OTC:NRGOF, OTC: PSGCF, Frankfurt: P9J) Pinnacle Silver and Gold Corp. (" Pinnacle " or the " Company ") is pleased to announce that, further to Company news releases of July 14 and 25, 2025, it has closed its non-brokered private placement to raise gross proceeds of $1,686,608 (the "Offering").  Due to strong investor demand, the Offering was oversubscribed and now consists of 28,110,134 units (the "Units"), with each Unit, priced at $0.06, 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 $0.10 for a period of 24 months from the date of issuance.  Finder's fees consisting of $20,622 in cash commission and 343,700 non-transferable finder's warrants were paid in connection with the offering.  Each finder's warrant entitles the holder to acquire one common share at $0.10 cents per share over a 24-month period.

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

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.

Insiders subscribed for an aggregate of 3,108,333 Units for a total of $186,500.  As insiders of Pinnacle participated in the financing, it is deemed to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61- 101").  Pinnacle is relying on the exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transaction does not exceed 25% of the Company's market capitalization.  The Company will be filing a material change report in respect of the related party transaction on SEDAR.

About Pinnacle Silver and Gold Corp.

Pinnacle is focused on district-scale exploration for precious metals 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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