Pacific Ridge Announces C$7.2 Million Non- Brokered Private Placement of Charitable Flow-Through, Traditional Flow-Through and Hard Dollar Units
Pacific Ridge Announces C$7.2 Million Non-
Brokered Private Placement of Charitable
Flow-Through, Traditional Flow-Through and
Hard Dollar Units
Vancouver, British Columbia--(Newsfile Corp. - June 4, 2026) - Pacific Ridge Exploration Ltd. (TSXV:
PEX) (OTCQB: PEXZF) (FSE: PQW) ("
Pacific Ridge
" or the "
Company
") announces a non-brokered
private placement to raise aggregate gross proceeds of up to C$7,200,000 (the "
Offering
").
The Offering consists of: (i) up to 5,000,000 hard dollar units of the Company (the "
HD Units
") at a price
of C$0.20 per HD Unit for gross proceeds of up to C$1,000,000; (ii) up to 11,000,000 flow-through units
of the Company (the "
FT Units
") at a price of C$0.23 per FT Unit for gross proceeds of up to
C$2,530,000; and (iii) up to 12,500,000 charity flow-through shares (the "
CFT Shares
") at a price of
C$0.294 per CFT Share for gross proceeds of up to C$3,675,000.
The Company understands that a strategic investor may acquire up to 12,500,000 common shares of
the Company, which is expected to represent approximately 13.7% of the outstanding common shares
of Pacific Ridge (assuming completion of the maximum Offering), and would result in the strategic
investor becoming the Company's largest shareholder.
Each HD Unit will consist of one common share (a "
Share
") and one-half of one common share
purchase warrant (each whole warrant, a "
Warrant
"). Each FT Unit will consist of one common share of
the Company that will qualify as a "flow-through share" (an "
FT Share
") within the meaning of subsection
66(15) of the
Income Tax Act
(Canada) (the "
Income Tax Act
") and one-half of one Warrant that will
also qualify as a "flow-through share" within the meaning of the Income Tax Act. Each CFT Share will
also qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act.
Each Warrant will entitle the holder to purchase one common share of the Company (a "
Warrant
Share
") at a price of C$0.30 at any time on or after the date that is four months following the closing date
of the Offering (the "
Closing Date
") until the date that is 24 months following the Closing Date.
The Company will use the gross proceeds from the CFT Shares for drilling at the RDP copper-gold
project located in British Columbia. The gross proceeds from the FT Shares will be used for drilling at
the Kliyul copper-gold project, also located in British Columbia. The net proceeds from the HD Units will
be used for general working capital and corporate purposes.
The gross proceeds from the sale of FT Units
will be used to incur, on or before December 31, 2027,
resource exploration expenses that will constitute "Canadian exploration expenses" as defined in
subsection 66.1(6) of the Income Tax Act and "flow-through mining expenditures" as defined in
subsection 127(9) of the Income Tax Act (collectively, "
Qualifying Expenditures
"). Such Qualifying
Expenditures will be renounced on a pro rata basis to each subscriber for FT Units
with an effective date
of no later than December 31, 2026, in accordance with the Income Tax Act.
The gross proceeds from the sale of CFT Shares will be used to incur, on or before December 31, 2027,
resource exploration expenses that will constitute "Canadian exploration expenses" as defined in
subsection 66.1(6) of the Income Tax Act, "flow-through critical mineral mining expenditures" as defined
in subsection 127(9) of the Income Tax Act, and, for British Columbia subscribers, "BC flow-through
mining expenditures" as defined in the
Income Tax Act
(British Columbia) (collectively, "
CFT Qualifying
Expenditures
"). The CFT Qualifying Expenditures will be renounced on a pro rata basis to each
subscriber for CFT Shares with an effective date of no later than December 31, 2026, in accordance
with the Income Tax Act.
The Offering is expected to close in late June 2026. Completion of the Offering is subject to certain
conditions, including receipt of all necessary regulatory approvals, including the approval of the TSX
Venture Exchange (the "
TSXV
").
The Company may, subject to the approval of the TSXV, pay finder's fees in connection with the Offering,
which may include the payment of cash and/or issuance of warrants.
The securities referred to in this news release 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, or for the account or benefit of, U.S.
persons absent registration under the U.S. Securities Act and applicable state securities laws, unless
an exemption from such registration is available. This news release does not constitute an offer to sell
or a solicitation of an offer to buy any securities. Any public offering of securities in the United States
must be made by means of a prospectus containing detailed information about the Company and
management, as well as financial statements. "United States" and "U.S. person" have the respective
meanings assigned in Regulation S under the U.S. Securities Act.
About Pacific Ridge
Pacific Ridge, a Fiore Group company, aims to become British Columbia's leading copper exploration
company. The Kliyul copper-gold project, located in the prolific Quesnel terrane close to existing
infrastructure, is the Company's flagship project. In addition to Kliyul, Pacific Ridge's project portfolio
includes the RDP, Onjo, and Redton copper-gold projects, all located in British Columbia. The Company
acknowledges that its B.C. projects are located in the traditional, ancestral, and unceded territories of
the Gitxsan Nation, McLeod Lake Indian Band, Nak'azdli Whut'en, Takla Nation, and Tsay Keh Dene
Nation.
On behalf of the Board of Directors,
"Blaine Monaghan"
Blaine Monaghan
President & CEO
Pacific Ridge Exploration Ltd.
Investor Relations:
Tel: (604) 687-4951
Email:
Website:
www.pacificridgeexploration.com
News Sign up:
https://pacificridgeexploration.com/contact/subscribe/
LinkedIn:
https://www.linkedin.com/company/pacific-ridge-exploration-ltd-pex-/
X:
https://twitter.com/PacRidge_PEX
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain statements that may be deemed "forward-looking statements." All
statements in this news release, other than statements of historical facts, are forward-looking
statements. In particular, this news release contains forward-looking information relating to, among other
things: the Offering; the amount of securities to be issued, and proceeds to be raised, under the Offering;
the potential of a strategic investor acquiring common shares of the Company as part of a follow-on
transaction; the anticipated timing for completion of the Offering; and the intended use of proceeds of the
Offering. Although Pacific Ridge believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future
performance, and actual results or developments may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ materially from those in forward-looking
statements include market prices, exploration successes, continued availability of capital and financing,
and general economic, market, or business conditions. These statements are based on a number of
assumptions, including, among other things, assumptions regarding: general business and economic
conditions; that Pacific Ridge and other parties will be able to satisfy stock exchange and other
regulatory requirements in a timely manner; that TSXV approval will be granted in a timely manner
subject only to standard conditions; the availability of financing for Pacific Ridge's proposed programs
on reasonable terms; and the ability of third-party service providers to deliver services in a timely
manner. Investors are cautioned that any such statements are not guarantees of future performance and
actual results or developments may differ materially from those projected in the forward-looking
statements. Pacific Ridge does not assume any obligation to update or revise its forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by
applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of
the TSXV) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/300093