Pacific Empire Minerals Corp.TSXV: PEMC

Pacific Empire Announces $1 Million Flow-Through Private Placement Financing

· Issued by Pacific Empire Minerals Corp. via Newsfile

Summary by 6ix AI

Pacific Empire Minerals Corp., a British Columbia copper-gold explorer, intends to raise gross proceeds of up to C$1,000,000 through a non-brokered private placement, meaning shares sold directly to investors without an investment dealer running the sale, of flow-through shares. Flow-through shares let the company pass eligible exploration expenses to buyers for Canadian tax purposes.

Key details

  • The company intends to issue approximately 22,222,222 flow-through shares at C$0.045 per share.
  • The proceeds will be used for exploration at the company's Trident and Pinnacle projects, to be spent on eligible Canadian exploration expenses as defined in the Income Tax Act (Canada).
  • The company plans to spend the qualifying amounts on or before December 31, 2027 (or another period allowed under tax law) and to renounce them in favour of the share buyers effective December 31, 2026.
  • The company will pay finder's fees in the form of 8% broker warrants and 8% stock instead of cash.
  • All securities issued will be subject to a four-month-and-one-day hold period from the closing date under Canadian securities laws.

What’s still pending

  • Closing is subject to all necessary approvals, including approval of the TSX Venture Exchange.
  • The finder's fees in broker warrants and stock are subject to TSX Venture Exchange acceptance.
  • The share count of approximately 22,222,222 and proceeds of up to C$1,000,000 are not final.

6ix AI wrote this summary from the release below and checked it against the release.

Vancouver, British Columbia--(Newsfile Corp. - November 4, 2026) - Pacific Empire Minerals Corp. (TSXV: PEMC) ("Pacific Empire", "PEMC" or the "Company"), a British Columbia copper-gold explorer, announces that it intends to issue, pursuant to a non-brokered private placement, approximately 22,222,222 Flow-Through shares of the Company ("FT Shares") at a price of C$0.045 per FT Share for gross proceeds of up to C$1,000,000 ( the "Offering").

The gross proceeds from the Offering will be used for exploration at the Company's Trident and Pinnacle projects.

Each FT Share will qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada)(the "Act"). The proceeds of the FT Shares will be used to incur eligible "Canadian exploration expenses" as defined in the Act. The Company plans to incur qualifying expenditures on or before December 31, 2027 (or such other period as may be permissible under applicable tax legislation), and to renounce all qualifying expenditures in favour of the subscribers of the FT Shares effective December 31, 2026.

Closing of the offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the closing date of the Offering in accordance with applicable Canadian securities laws. The Company will pay finder's fees, 8% Broker Warrants and 8% Stock in place of cash, subject to TSX Venture Exchange acceptance.

About Pacific Empire

Pacific Empire is a copper exploration company based in Vancouver, British Columbia and trades on the TSX Venture Exchange under the symbol PEMC. The Company has a district scale land position in north-central British Columbia totaling 22,541 hectares.

British Columbia is a "Green" copper jurisdiction with abundant hydroelectric power, access and infrastructure in close proximity to the end market.

ON BEHALF OF THE BOARD,

"Brad Peters"
President and Chief Executive Officer

Pacific Empire Minerals Corp.
Tel: +1-604-356-6246
brad@pemcorp.ca

www.pemcorp.ca

Neither the 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.

Forward-Looking Statements
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation: Closing of the Offering is subject to all necessary approvals, including the approval of the TSX Venture Exchange, the funds will be used for exploration on its Trident and Pinnacle Projects, and that each FT Share qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada)(the "Act"); the proceeds of the FT Shares will be used to incur eligible "Canadian exploration expenses" as defined in the Act and the Company plans to incur qualifying expenditures on or before December 31, 2027 (or such other period as may be permissible under applicable tax legislation), and to renounce all qualifying expenditures in favour of the subscribers of the FT Shares effective December 31, 2026 are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES
NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322458

Source: Pacific Empire Minerals Corp.

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