Pacific Empire Announces Closing of $300,000 Non-Brokered Private Placement of Units

August 08, 2025 7:25 PM EDT | Source: Pacific Empire Minerals Corp.

Vancouver, British Columbia--(Newsfile Corp. - August 8, 2025) - Pacific Empire Minerals Corp. (TSXV: PEMC) ("Pacific Empire", "PEMC" or the "Company"), a British Columbia copper-gold explorer, announces that the Company has closed the non-brokered private placement previously announced on July 21, 2025. The Company has issued 15,000,000 units (each a "Unit") at a price of $0.02 per unit for gross proceeds of $300,000 (the "Offering").

Each Unit consists of one common share in the capital of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to acquire one Common Share ("Warrant Share") at an exercise price of $0.05 per Warrant Share for a period of 24 months from the date of closing.

In connection with the Offering, the Company paid finder's fees to Haywood Securities Inc., consisting of $7,000 in cash and 350,000 finder's warrants (each, a "Finder's Warrant"), Research Capital Corporation, consisting of $490 in cash and 24,500 Finder's Warrants, and Ventum Financial Corp., consisting of $1,960 in cash and 98,000 Finder's Warrants. Each Finder's Warrant entitles the holder to acquire one Common Share at an exercise price of $0.05 per Common Share for a period of 24 months from the date of closing.

Pacific Empire's President and CEO, Brad Peters: "With this financing now complete, Pacific Empire is excited to move forward towards advancing and diamond drilling at Trident in 2025. This is the first time this highly prospective copper-gold porphyry target will be tested, and we believe 2025 has the potential to be a defining year for the Company."

The net proceeds from the Offering will be used for general working capital, exploration at the Company's flagship Trident copper-gold project, and marketing activities.

Certain directors and officers of the Company participated in the Offering for an aggregate amount of $23,500, and therefore the Offering is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities distributed to, nor the consideration received from, such related parties for the securities under the Offering exceeds 25% of the Company's market capitalization. The Company has not filed a material change report more than twenty-one (21) days before the closing date of the Offering, as the details of the Offering were not finalized until August 8, 2025, and the Company wished to close the Offering as soon as practicable.

The Offering was conditionally approved by the TSX Venture Exchange (the "Exchange") but is subject to the final approval of the Exchange. All securities issued under the Offering are subject to a statutory hold period expiring December 9, 2025 in accordance with applicable Canadian securities laws, and the concurrent Exchange hold period expiring December 9, 2025 in accordance with the policies of the Exchange, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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
www.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, including, without limitation, statements with respect to the use of proceeds of the Offering and the receipt of regulatory approvals. 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.

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES
NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261926

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