Pacific Ridge Closes Hard Dollar and Traditional Flow-Through Portions of Private Placement for Gross Proceeds of C$4.5 Million

13:30 Uhr  |  Newsfile

Vancouver, June 26, 2026 - Pacific Ridge Exploration Ltd. (TSXV: PEX) (OTCQB: PEXZF) (FSE: PQW) ("Pacific Ridge" or the "Company") is pleased to announce that it has closed the initial tranche of its previously announced private placement (the "Offering") for gross proceeds of C$4,516,800.02 from the sale of (i) 9,920,000 hard dollar units (the "HD Units") at a price of C$0.20 per HD Unit; and (ii) 11,012,174 flow-through units (the "FT Units") at a price of $0.23 per FT Unit.

The charitable flow-through portion of the Offering, which the Company anticipates will be completed in early July, will be increased to be comprised of up to 13,400,000 charity flow-through shares (the "CFT Shares") at a price of C$0.294 per CFT Shares for gross proceeds of up to C$3,939,600.

Each HD Unit consists of one common share (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit consists of one common share of the Company that will qualify as a "flow-through share" (a "FT Share") within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Income Tax Act") and one-half of one Warrant that will also qualify as a "flow-through share" within the meaning of the Income Tax Act.

Each Warrant entitles the holder to purchase one common share of the Company (a "Warrant Share") at a price of C$0.30 at until June 26, 2028.

The gross proceeds from the FT Shares will be used for drilling at the Kliyul copper-gold project located in British Columbia. The net proceeds from the HD Units will be used for general working capital and corporate purposes.

The gross proceeds from the sale of FT Units will be used to incur, on or before December 31, 2027, resource exploration expenses that will constitute "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow-through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (collectively, "Qualifying Expenditures"). Such Qualifying Expenditures will be renounced on a pro rata basis to each subscriber for FT Units with an effective date of no later than December 31, 2026, in accordance with the Income Tax Act.

As consideration for arranging the Offering, the Company has paid finder's fees comprised of a cash commission in the aggregate amount of $165,428 and warrants (the "Finder's Warrants") exercisable to purchase up to 735,730 common shares ("Finder's Warrant Shares") at a price of $0.30 until June 26, 2028.

The securities of the Company issued from the sale of such HD Units and FT Units, and any Warrant Shares and Finder's Warrant Shares issued upon exercise of the Warrants and the Finder's Warrants are subject to a statutory hold period and may not be traded until October 27, 2026, except as permitted by applicable securities legislation and the policies of the TSX Venture Exchange (the "TSXV").

The securities referred to in this news release 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 within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S. Securities Act.

About Pacific Ridge

Pacific Ridge, a Fiore Group company, aims to become British Columbia's leading copper exploration company. The Kliyul copper-gold project, located in the prolific Quesnel terrane close to existing infrastructure, is the Company's flagship project. In addition to Kliyul, Pacific Ridge's project portfolio includes the RDP, Onjo, and Redton copper-gold projects, all located in British Columbia. The Company acknowledges that its B.C. projects are located in the traditional, ancestral, and unceded territories of the Gitxsan Nation, McLeod Lake Indian Band, Nak'azdli Whut'en, Takla Nation, and Tsay Keh Dene Nation.

On behalf of the Board of Directors,

"Blaine Monaghan"

Blaine Monaghan
President & CEO
Pacific Ridge Exploration Ltd.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain statements that may be deemed "forward-looking statements." All statements in this news release, other than statements of historical facts, are forward-looking statements. In particular, this news release contains forward-looking information relating to, among other things: the Offering; the anticipated size and timing of completion of the charity flow-through portion of the Offering and the intended use of proceeds of the Offering. Although Pacific Ridge believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, continued availability of capital and financing, and general economic, market, or business conditions. These statements are based on a number of assumptions, including, among other things, assumptions regarding: general business and economic conditions; that Pacific Ridge and other parties will be able to satisfy stock exchange and other regulatory requirements in a timely manner; that TSXV approval will be granted in a timely manner subject only to standard conditions; the availability of financing for Pacific Ridge's proposed programs on reasonable terms; and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Pacific Ridge does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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