Pacific Empire Minerals Announces Non-Brokered Private Placement of Flow-Through Shares and Non-Flow-Through Units

Vancouver, British Columbia--(Newsfile Corp. - April 24, 2019) - Pacific Empire Minerals Corp. (TSXV: PEMC) (OTCQB: PEMSF) ("Pacific Empire", "PEMC" or the "Company"), a hybrid prospect generator focused in British Columbia, announces that it intends to issue, pursuant to a non-brokered private placement, up to:

  • 9,285,715 units ("Units") of the Company at a price of $0.07 per Unit; and
  • 1,111,111 flow-through shares ("Flow-Through Shares") of the Company at a price of $0.09 per Flow-Through Share, for aggregate gross proceeds of up to $750,000 (the "Offering").

Each Unit will consist of one common share in the capital of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Flow-Through Share will be issued on a "CEE flow-through" basis pursuant to the Income Tax Act (Canada). Each Warrant will entitle the holder to acquire one Common Share (each a "Warrant Share") at an exercise price of $0.14 per Warrant Share until 4:30 pm (Mountain Standard time) on that date that is 36 months from the issuance closing date (the "Expiry Time").

Closing of the Offering is expected to occur on or before May 31, 2019 and is subject to all necessary approvals, including the approval of the TSX Venture Exchange.

Proceeds of the Offering will be used to fund the Company's planned exploration and drilling programs on its Babine Copper-Gold Porphyry projects and for general working capital. The securities issued pursuant to the Offering will be subject to a four month hold period under applicable securities laws. In connection with the Offering, certain finders may receive a cash fee and/or non-transferable finder Warrants.

The 2019 exploration programs on the Company's Babine Copper-Gold Porphyry projects will consist of preliminary geochemical and seismic surveys followed by reverse circulation drilling. The initial geochemical and seismic surveys will help to better constrain existing drill targets as well as to outline additional drill targets in certain prospective areas identified by PEMC. The proposed work programs are expected to consist of approximately 100 field days, with the Company planning to complete 50 reverse circulation drill holes testing numerous drill targets in up to a dozen high priority target areas.

About Pacific Empire Minerals Corp.

PEMC is an exploration company based in Vancouver, British Columbia, that employs a "hybrid prospect generator" business model and trades on the TSX Venture Exchange under the symbol PEMC and on the OTCQB Markets under the symbol PEMSF.

By integrating the project generator business model with low-cost reverse circulation drilling, the company intends to leverage its portfolio by identifying, and focusing on, the highest quality projects for partnerships and advancement.

ON BEHALF OF THE BOARD,

"Brad Peters"
President and Chief Executive Officer

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. 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. The forward-looking information in this news release includes, but is not limited to: the closing of the Offering is expected to occur on or about May 31, 2019; and that the Proceeds of the Offering will be used to fund the Company's planned exploration and drilling programs on its Babine Copper-Gold Porphyry projects and for general working capital. All statements, other than statements of historical fact, included herein including, without limitation, 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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NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

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