OR THROUGH U.S. NEWSWIRE SERVICES Pacific Imperial Announces Debt Settlement
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES
Pacific Imperial Announces Debt Settlement
Vancouver, British Columbia – March 5, 202 6 – Pacific Imperial Mines Inc. (TSX.V: PPM)
(“Pacific Imperial” or the “Company”) announces that it has entered into debt settlement agreements
with Chris McLeod (CEO and director of the Company) and Peter Holbek (director of the Company)
(collectively, the “ Creditors”) to fully settle debt owed by the Company to the Creditors in the
aggregate amount of $ 238,807 for outstanding loans owing to Mr. McLeod and Mr. Holbek and for
outstanding fees owing to Mr. Holbek (DBA Viking Geo Science) for geological services, by issuing
an aggregate of 5,970,170 common shares of the Company to the Creditors at a deemed price of $0.04
per common share (the “Debt Settlement”). The Debt Settlement is subject to the approval of the TSX
Venture Exchange (the “Exchange”). The shares to be issued to the Creditors will be subject to a hold
period expiring on the date that is four months and one day after the date of issuance in accordance
with applicable securities laws and the policies of the Exchange.
The participation of the Creditors in the Debt Settlement, in the amount of 4,608,260 common shares
to be issued to Mr. McLeod, 250,000 common shares to be issued to Mr. Holbek and 1,111,910
common shares to be issued to Mr. Holbek (DBA Viking GeoS cience) under the Debt Settlement,
constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61 -101”). The Company is exempt from the
requirements to obtain a formal valuat ion and minority shareholder approval in connection with the
participation of the insiders in the Debt Settlement in reliance on the exemptions contained in sections
5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation
does not exceed 25% of the Company’s market capitalization as determined in accordance with MI
61-101. The directors of the Company unanimously approved the Debt Settlement, with Mr. McLeod
and Mr. Holbek abstaining with respect to their participation . No materially contrary view or
abstention was expressed or made by any director of the Company in relation thereto.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in the United States or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities 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 thereunder.
About Pacific Imperial Mines
Pacific Imperial is a mineral exploration company based in Vancouver, Canada, engaged in the
acquisition, exploration, evaluation and development of mineral properties in an acceptable risk
environment. The Company’s current focus is on the Brownell property in Saskatchewan and the
Babine and Fenton properties in B.C.
Suite 400 – 1681 Chestnut Street, V ancouver, BC V6J 4M6
www.pacificimperialmines.com TSXV:
PPM
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ON BEHALF OF THE BOARD OF DIRECTORS
“Chris McLeod”
Chris McLeod, CEO
For further information please contact:
Chris McLeod (604) 669 6332
Email: [email protected]
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements with respect to the Company. By their nature, forward-
looking statements are subject to a variety of factors that could cause actual results to differ materially from the
results suggested by the forwa rd-looking statements. In addition, the forward -looking statements require
management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk
that the forward-looking statements will not prove to be accurate, that the management’s assumptions may not
be correct and that actual results may differ materially from such forward- looking statements. Accordingly,
readers should not place undue reliance on the forward-looking statements.
Generally forward-looking statements can be identified by the use of terminology such as “anticipate”, “will”,
“expect”, “may”, “continue”, “could”, “estimate”, “forecast”, “plan”, “potential” and similar expressions.
Forward-looking statements contained i n this press release may include, but are not limited to , the Company
completing the Debt Settlement. These forward-looking statements are based on a number of assumptions which
may prove to be incorrect including, but not limited to the ability of the Company to obtain regulatory approval.
The forward-looking statements contained in this press release are made as of the date hereof or the dates
specifically referenced in this press release, where applicable. Except as required by law, the Company does not
undertake any obligation to update p ublicly or to revise any forward -looking statements that are contained or
incorporated in this press release. All forward-looking statements contained in this press release are expressly
qualified by this cautionary statement.