NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
August 4, 2026 – Vancouver, BC, Canada – Pacific Empire Minerals Corp. (TSXV: PEMC) ("Pacific Empire", "PEMC" or the "Company") is pleased to announce that further to its initial news release and upsize news release dated July 13, 2026 and July 15, 2026 respectively, the Company has closed its previously announced non-brokered private placement (the "Offering") of up to 36,000,000 units (“Units”) for gross proceeds of up to C$1,620,000.
Pursuant to the closing, the Company has issued 35,207,775 Units of the Company at a price of $0.045 per Unit, for aggregate gross proceeds of $1,584,349.88.
Each Unit consists of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.07 per Warrant Share until 5:00 p.m. (Pacific time) on July 31, 2029 (the “Expiry Time”).
In connection with the Offering, the Company paid cash finders’ fees of C$23,467.50 and issued 521,500 broker warrants (“Broker Warrants”) to Research Capital Corporation, Ventum Financial Corp. and Canaccord Genuity Corp. Each Broker Warrant entitles the holder to acquire one Common Share at a price of C$0.07 per Unit until July 31, 2029.
All securities issued under the Offering are subject to a statutory hold period expiring December 1, 2026 in accordance with applicable Canadian securities laws, and are also subject to a TSX Venture Exchange hold period expiring on the same date. The Offering remains subject to final approval of the TSX Venture Exchange.
An officer of the Company subscribed for an aggregate of 444,444 Units under the Offering for aggregate consideration of $19,999.98. Such participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the formal 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, respectively, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeds 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Offering, as the details of the participation of the related party were not settled until shortly prior to closing and the Company deemed it reasonable in the circumstances to close on an expedited basis.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
The proceeds from the Offering will be used to advance the Company’s flagship Trident and Pinnacle copper-gold porphyry projects located in north-central British Columbia, including diamond drilling, induced polarization geophysics, geological modelling, geochemistry, and general working capital purposes.
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.
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, Chief Executive Officer and Director
Pacific Empire Minerals Corp.
Tel: +1-604-356-6246
brad@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, 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 the management discussion and analysis section of our interim and most recent annual financial statement 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.