Pure Energy Minerals Announces Private Placement

About this update from Pure Energy Minerals Ltd.

Vancouver, British Columbia--(Newsfile Corp. - May 22, 2026) - Pure Energy Minerals Limited (TSXV: PE) (OTCQB: PEMIF) ("Pure Energy" or "the Company") is pleased to announce that it will be proceeding with a non-brokered private placement of up to 2,000,000 units (the "Units") at a price of $0.25 per Unit for gross proceeds of $500,000 (the "Offering"). Each Unit will consist of one common share of the Company and one common share purchase warrant (a "Warrant"), with each Warrant entitling the holder to purchase one additional common share (a "Warrant Share") at a price of $0.37 for a period of 36 months following the closing of the Offering (the "Expiry Date"). Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization. The Company intends to use the net proceeds of the Offering for general working capital purposes, including the evaluation of prospective transactions, settlement of current liabilities, ongoing exploration expenditures, option payments in respect of mineral properties, and other corporate and administrative expenses. The securities issued under the Offering, and any shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities. The Company may pay finder's fees on a portion of the Offering, subject to applicable securities legislation. Closing of the Offering is subject to approval of the TSX Venture Exchange. None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exe...

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