Pacific Ridge Closes Final Tranche of Brokered Financing; Raised Aggregate Gross Proceeds of C$4.65 Million
Pacific Ridge Closes Final Tranche of
Brokered Financing; Raised Aggregate Gross
Proceeds of C$4.65 Million
Vancouver, British Columbia--(Newsfile Corp. - September 26, 2025) - Pacific Ridge Exploration Ltd.
(TSXV: PEX) (OTCQB: PEXZF) (FSE: PQW) ("
Pacific Ridge
" or the "
Company
") is pleased to
announce that it has closed the second and final tranche (the "
Final Tranche
") of its previously
announced "best efforts" private placement (the "
Offering
") for gross proceeds of C$1,958,426.62 from
the sale of (i) 7,806,734 units of the Company (the "
Units
") at a price of C$0.20 per Unit and (ii)
1,726,434 flow-through units of the Company (the "
FT Units
", and together with the Units, the "
Offered
Units
") at a price of C$0.23 per FT Unit for gross proceeds of C$397,079.82. Together with the first
tranche of the Offering completed on September 5, 2025, the Company has raised aggregate gross
proceeds of C$4,651,346.62 under the Offering. Red Cloud Securities Inc. ("
Red Cloud
") acted as sole
agent and bookrunner in connection with the Offering.
Each Unit consists of one common share of the Company and one common share purchase warrant
(each, a "
Warrant
"). Each FT Unit consists of one common share of the Company issued as a "flow-
through share" (each, a "
FT Share
") within the meaning of subsection 66(15) of the Income Tax Act
(Canada) (the "
Income Tax Act
") and one Warrant. Each Warrant entitles the holder thereof to
purchase one common share of the Company at a price of C$0.28 at any time from November 26, 2025
to September 26, 2028.
The Company intends to use the net proceeds of the Offering for the exploration of the Company's Kliyul
and RDP copper-gold projects in British Columbia as well as for general working capital and corporate
purposes, as is more fully described in the Offering Document (as defined herein).
Gross proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as
defined in subsection 66.1(6) of the Income Tax Act and, provided the Tax Act is amended as proposed
by the Department of Finance press release on March 3, 2025, "flow-through mining expenditures" as
defined in subsection 127(9) of the Income Tax Act. Such gross proceeds will be renounced to the
purchasers of the FT Units with an effective date not later than December 31, 2025, in the aggregate
amount of not less than the total amount of gross proceeds raised from the issue of the FT Shares.
In accordance with National Instrument 45-106 -
Prospectus Exemptions
("
NI 45-106
"), the Units were
issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-
106, as amended by Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions of the
Listed Issuer Financing Exemption
(the "
Listed Issuer Financing Exemption
"). The securities of the
Company issuable from the sale of such Units are freely tradeable in accordance with applicable
Canadian securities legislation.
The FT Units were issued to Canadian purchasers by way of the "accredited investor" and "minimum
amount investment" exemptions under NI 45-106.
As consideration for their services in the Final Tranche, Red Cloud received aggregate cash fees of
C$114,424.79 and 556,586 non-transferable common share purchase warrants (the "
Broker
Warrants
"). Each Broker Warrant is exercisable into one common share of the Company (each, a
"
Broker Warrant Share
") at a price of C$0.20 per Broker Warrant Share at any time on or before
September 26, 2028.
The securities of the Company issued and issuable from the sale of such FT Units and the issuance of
the Broker Warrants are subject to a statutory hold
period ending on January 27, 2026, in accordance
with applicable Canadian securities legislation and the policies of the TSX Venture Exchange (the
"
TSXV
").
There is an offering document (the "
Offering Document
") related to the Offering that can be accessed
under the Company's profile at
www.sedarplus.ca
and on the Company's website at:
www.pacificridgeexploration.com
.
The closing of the Final Tranche remains subject to the final approval of the TSXV.
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 for sale of
securities for sale, nor a solicitation for offers 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
A Fiore Group company, Pacific Ridge's goal is 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 copper-gold project, the Chuchi copper-gold project, the Onjo copper-gold
project, and the Redton copper-gold project, all located in B.C. The Company would like to acknowledge
that its B.C. projects are 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-/
Twitter:
https://twitter.com/PacRidge_PEX
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.
Forward-Looking Information:
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other than statements of historical facts, are
forward-looking statements. In particular, this press release contains forward-looking information relating
to, among other things, the intended use of proceeds of the Offering and the final approval of the Final
Tranche by the TSXV. 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 forward-looking
statements. Factors that could cause actual results to differ materially from those in forward-looking
statements include market prices, exploration successes, and 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 final TSXV approval will be granted in a timely
manner subject only to standard conditions (if any); 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 because of new information, future events or otherwise, except as
required by applicable law.
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/268163