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PINN.V ·

Pinnacle Issues Shares for Debt

Share Capital & Compensation

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

TSXV: PINN OTC: NRGOF

Pinnacle Issues Shares for Debt

VANCOUVER, BRITISH COLUMBIA, June 16, 2025 (TSXV: PINN, US: NRGOF, Frankfurt: P9J) –

Pinnacle Silver and Gold Corp. ("Pinnacle" or the “Company") announces that, in order to conserve

capital and improve the balance sheet , it has agreed with certain creditors to accept shares in the

company in settlement of their debt. The aggregate number of shares to be issued, subject to TSXV

approval, is 2,491,667 at a price of $0.06 per share, for settlement of $149,500.00. All securities issued

will be subject to a four-month hold period which will expire on the date that is four months and one day

from the date of issue.

The issuance of 2,491,667 common shares to directors and officers of the Company constitutes a

"related party transaction" as this term is defined in Multilateral Instrument 61 -101: Protection of

Minority Securityholders in Special Transactions (" MI 61 -101"). The directors and officers of the

Company, acting in good faith, determined that the fair market value of the common shares being

issued pursuant to the shares for debt transaction and the consideration being paid is reasonable. The

Company intends to rely on the exemptions from the valuation and minority shareholder approval

requirements of MI 61 -101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 -101 as neither the fair

market value of the common shares nor the debt exceeds 25% of the Company's market capitalization.

About Pinnacle Silver and Gold Corp.

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

the high-grade Potrero gold-silver project in Mexico’s Sierra Madre Belt complement s the Company’s

project portfolio 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.

Signed: “Robert A. Archer”

President & CEO

FOR FURTHER INFORMATION CONTACT:

Email: [email protected]

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.