Pinnacle Arranges Non-Brokered Private Placement

Core Viewpoint - Pinnacle Silver and Gold Corp. is initiating a non-brokered private placement to raise up to $2,520,000 through the issuance of units priced at $0.14 each, aimed at advancing its El Potrero gold-silver project in Mexico and for general working capital [1][2]. Group 1: Offering Details - The private placement will consist of up to 18,000,000 units, each comprising one common share and one-half share purchase warrant, with the whole warrant convertible into an additional share at $0.20 for 24 months [1]. - Finders' fees will include a 6% cash commission and 6% in non-transferable finders' warrants, allowing the holder to acquire shares at $0.20 over a 24-month period [1]. - The offering is expected to close around December 19, 2025 [1]. Group 2: Use of Proceeds - Net proceeds from the offering will be allocated to advancing the El Potrero project for evaluations and for general working capital [2]. Group 3: Insider Participation - Insiders of the company will participate in the offering, which is classified as a related-party transaction under Multilateral Instrument 61-101, exempting the company from formal evaluation or minority shareholder approval [3]. Group 4: Securities and Regulations - All securities issued will be subject to a four-month hold period and require TSX Venture Exchange approval, and they have not been registered under the U.S. Securities Act of 1933 [4]. Group 5: Project Overview - The El Potrero project is located in the Sierra Madre Occidental of Mexico, near several operating mines, and features high-grade gold-silver mineralization in a low sulphidation epithermal vein system [5][6]. - The property has significant exploration potential as it has not been systematically explored in nearly 40 years [6]. - A previously operational 100 tpd plant can be refurbished for near-term production once permits are secured [7]. Group 6: Company Strategy - Pinnacle will earn an initial 50% interest upon commencing production, with plans to generate cash flow to further develop the project and increase ownership to 100% subject to a 2% NSR [8]. - The company is focused on developing precious metals projects in the Americas, including the high-grade Potrero project and the Argosy Gold Mine in Ontario [9].