Pacific Empire Arranges $300,000 Non-Brokered Private Placement
Telephone: 604-6
Pacific Empire Minerals Corp. | Suite 804 - 525 Seymour Street, Vancouver BC, Canada V6C 1X8
69-0660 Facsimile: 604-688-1157
Pacific Empire Arranges $300,000 Non-Brokered
Private Placement
July 21, 202 5 – Vancouver, BC, Canada – Pacific Empire Minerals Corp. (TSXV: PEMC)
(“Pacific Empire”, “PEMC” or the “ Company”), a British Columbia copper -gold explorer, is
pleased to announce that it intends to complete a non -brokered private placement (the
“Offering”) for gross proceeds of up to C$300,000.
The Offering will consist of up to 15,000,000 units (each, a “Unit”) at a price of C$0.02 per Unit.
Each Unit will be comprised of one common share of the Company (a “ Common Share”) and
one Common Share purchase warrant (a “ Warrant”). Each Warrant will entitle the holder to
purchase one additional Common Share at a price of C$0.05 for a period of 24 months from the
date of closing.
Proceeds from the Offering will be used for general working capital, exploration at the
Company’s flagship Trident copper-gold project, and marketing activities.
The Offering is expected to involve one or more directors or officers of the Company and
therefore is expected to be a related party transaction subject to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering
will be 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 to be distributed to, nor the consideration to be received by, such related parties for
the securities under the Offering will exceed 25% of the Company’s market capitalization.
The Offering is subject to approval of the TSX Venture Exchange (the “Exchange”), and all
securities issued under the Offering will be subject to a four month and a day hold period in
accordance with applicable Canadian securities laws and the concurrent Exchange hold period
pursuant to the policies of the Exchange, in addition to such other restrictions as may apply under
applicable securities laws of jurisdictions outside Canada.
In connection with the Offering, the Corporation has agreed to pay to Haywood Securities Inc.
(the “Finder”) a commission equal to 7% of the gross proceeds raised from the Units sold to the
purchasers placed by the Finder (the “Finder’s Fee”) payable in cash and to issue to the Finder
such number of Common Share purchase warrants (the “Broker Warrants”) equal to 7% of the
aggregate number of Units placed by the Finder. Each Broker Warrant will entitle the Finder to
purchase one Common Share at an exercise p rice of $0.05 for a period of 24 months from the
date of closing.
Telephone: 604-6
Pacific Empire Minerals Corp. | Suite 804 - 525 Seymour Street, Vancouver BC, Canada V6C 1X8
69-0660 Facsimile: 604-688-1157
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.
Pacific Empire also announces the resignation of Mrs. Kim Casswell as Corporate Secretary of
the Company. The duties and responsibilities of Corporate Secretary will be assumed by the
Company’s legal counsel at this time. The Company thanks Mrs. Casswell for her many years of
service and wishes her all the best in future endeavors.
About Pacific Empire
Pacific Empire Minerals Corp. is a copper exploration company based in Vancouver, British
Columbia, and trades on the TSX Venture Exchange under the symbol PEMC. The Company holds
a district -scale land position totaling 22,694 hectares in north -central British Columbia,
encompassing its flagship Trident and Pinnacle gold-enriched copper porphyry projects.
British Columbia is a Tier 1 mining jurisdiction and an emerging source of “Green Copper”, with
abundant hydroelectric power, established infrastructure, and direct access to the North American
end market.
ON BEHALF OF THE BOARD,
“Brad Peters”
President, Chief Executive Officer and Director
Pacific Empire
Minerals Corp. Tel:
+1-604-356-6246
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
Telephone: 604-6
Pacific Empire Minerals Corp. | Suite 804 - 525 Seymour Street, Vancouver BC, Canada V6C 1X8
69-0660 Facsimile: 604-688-1157
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 act ual 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 ability and time frame within which the
Company will complete the Offering; the need for additional financing; operational risks
associated with mineral exploration; fluctuations in commodity prices; title matters;
environmental liability claims an d 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.