PINN.V · 2025-08-07 12:00:00

Pinnacle Closes Oversubscribed Non-Brokered Private Placement

Financings

250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (604) 669 - 0868

TSXV: PINN OTC: PSGCF

VANCOUVER, BRITISH COLUMBIA, August 7, 2025 (TSXV: PINN, OTC: PSGCF, Frankfurt: P9J) –

Pinnacle Silver and Gold Corp. ("Pinnacle" or the “Company") is pleased to announce that, further to

Company news releases of July 14 and 25, 2025, it has closed its non- brokered private placement to

raise gross proceeds of $1,686, 608 (the “Offering”). Due to strong investor demand, the Offering was

oversubscribed and now consists of 2 8,110,134 units (the "Units") , with each Unit , priced at $0.06,

comprising one common share (“Share”) in the capital of the Company and one-half share purchase

warrant ("Warrant"). Each whole Warrant shall be convertible into an additional Share at an exercise

price of $0.10 for a period of 24 months from the date of issuance. Finder ’s fees consisting of $20,622

in cash commission and 343,700 non-transferable finder’s warrants were paid in connection with the

offering. Each finder's warrant entitles the holder to acquire one common share at $0.10 cents per

share over a 24-month period.

The net proceeds raised from the Offering will be used to advance the high-grade El Potrero gold-silver

project in Durango, Mexico, and for general working capital.

All securities to be issued will be subject to a four -month hold period from the date of issuance and

subject to TSX Venture Exchange approval. The securities offered have not been registered under

the United States Securities Act of 1933, as amended, and may not be offered or sold in the United

States absent registration or an applicable exemption from the registration requirements.

Insiders subscribed for an aggregate of 3,108,333 Units for a total of $186,500. As insiders of Pinnacle

participated in the financing, it is deemed to be a “related party transaction” within the meaning of

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-

101”). Pinnacle is relying on the exemptions from the formal valuation and minority approval

requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market

value of the transaction does not exceed 25% of the Company’s market capitalization. The Company

will be filing a material change report in respect of the related party transaction on SEDAR.

About Pinnacle Silver and Gold Corp.

Pinnacle is focused on district-scale exploration for precious metals in the Americas. The high-grade

Potrero gold- silver project in Mexico’s Sierra Madre Belt hosts an underexplored low -sulphidation

epithermal vein system and provides the potential for near -term production. In the prolific Red Lake

District of northwestern Ontario, the Company owns a 100% interest in the past -producing, high-

grade Argosy Gold Mine and the adjacent North Birch Project with an eight -kilometre-long target

horizon. With a seasoned, highly successful management team and quality projects, Pinnacle Silver

and Gold is committed to building long-term, sustainable value for shareholders.

250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (604) 669 - 0868

TSXV: PINN OTCQB: PSGCF

Signed: “Robert A. Archer”

President & CEO

FOR FURTHER INFORMATION CONTACT:

Tel.: +1 (877) 271-5886 ext. 110

Website: www.pinnaclesilverandgold.com

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada

accepts responsibility for the adequacy or accuracy of this release.