Pacific Imperial Announces Consolidation and Non-Brokered Private Placement

(via TheNewswire)   Vancouver, British Columbia – TheNewswire - September 9, 2026 – Pacific Imperial Mines Inc. (TSX.V: PPM) (“ Pacific Imperial ” or the “ Company ”) is pleased to announce that it intends to complete a 10:1 consolidation (the “ Consolidation ”) of its issued and outstanding common shares and a non-brokered private placement (the “ Private Placement ”) of flow-through units and non-flow through units, as described below. Consolidation The Company intends to complete the Consolidation on the basis of 10 pre-consolidated common shares for each one post-consolidated common share, as approved by the Company’s board of directors, to increase the competitiveness of the market price and attract new equity investment in the Company. The Company currently has 82,760,374 common shares outstanding and, assuming the issuance of 9,953,772 pre-Consolidation common shares pursuant to the debt settlement announced by the Company in its news release dated August 26, 2026, the Consolidation would reduce the issued and outstanding common shares to approximately 9,271,414 common shares, subject to rounding, prior to the completion of the Private Placement. Proportionate adjustments will be made to the exercise price and number of common shares issuable pursuant to the Company’s outstanding stock options and warrants.   No fractional shares will be issued pursuant to the Consolidation. Any fractional shares equal to or greater than one-half resulting from the Consolidation will be rounded up to the next whole number of common shares, and any fractional shares less than one-half resulting from the Consolidation will be rounded down to the nearest whole number.   The Company will announce the effective date of the Consolidation, as well as the new CUSIP/ISIN numbers for the post-Consolidation common shares and further details of the Consolidation by way of a future news release. The post-Consolidation common shares will continue to trade on the TSX Venture Exchange (the “ Exchange ”) under the Company’s existing name and trading symbol.   The Consolidation will not materially affect the percentage ownership in the Company of shareholders even though such ownership will be represented by a smaller number of common shares. The Consolidation will merely proportionally reduce the number of shares held by shareholders. The Consolidation is subject to the approval of the Exchange.   Private Placement The Private Placement will consist of the sale of: (i) up to 33,333,333 flow-through units of the Company (each, a “ FT Unit ”) at a price of $0.075 per FT Unit on a post-Consolidation basis for gross proceeds of up to $2,500,000, and (ii) up to 20,000,000 non-flow-through units of the Company (each, a “ NFT Unit ”) at a price of $0.075 per NFT Unit on a post-Consolidation basis for gross proceeds of up to $1,500,000. The Warrants will be transferable. Each FT Unit will be comprised of one common share of the Company to be issued on a flow-through basis under the Income Tax Act (Canada) (a “ FT Share ”) and one non-flow-through common share purchase warrant (a “ Warrant ”). Each Warrant will be exercisable by the holder thereof to acquire one non-flow-through common share of the Company (a “ NFT Share ”) at an exercise price of $0.10 per NFT Share for a period of five years from the date of issuance of the Warrant. The Warrants will be transferable. Each NFT Unit will be comprised of one NFT Share and one Warrant with identical terms to the Warrants underlying the FT Units. No finder fees will be paid for the financing. All securities to be issued pursuant to the Private Placement are presented on a post-Consolidation basis. The Company intends to complete the Consolidation prior to or concurrently with the closing of the Private Placement. The Company intends to use the gross proceeds of the Private Placement towards the Company’s Fenton and Babine mineral properties and for general working capital purposes. The Company will use the gross proceeds from the issuance of FT Shares to incur “Canadian exploration expenses” and qualify as “flow-through mining expenditures”, as such terms are defined in the Income Tax Act (Canada). The securities issued pursuant to the Private Placement will be subject to a four-month hold period commencing from the applicable closing date of the Private Placement in accordance with applicable securities laws. The Private Placement is subject to certain closing conditions, including the approval of the Exchange. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. About Pacific Imperial Mines Pacific Imperial is a mineral exploration company based in Vancouver, Canada, engaged in the acquisition, exploration, evaluation and development of mineral properties in an acceptable risk environment. The Company’s current focus is on the Brownell property in Saskatchewan and the Babine and Fenton properties in B.C. ON BEHALF OF THE BOARD OF DIRECTORS “Chris McLeod” Chris McLeod, CEO For further information please contact: Chris McLeod (604) 669 6332 Email: [email protected] Neither 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. Cautionary Note Regarding Forward-Looking Statements   This press release contains forward-looking statements with respect to the Company. By their nature, forward-looking statements are subject to a variety of factors that could cause actual results to differ materially from the results suggested by the forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management’s assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements.   Generally forward-looking statements can be identified by the use of terminology such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”, “estimate”, “forecast”, “plan”, “potential” and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, the terms and completion of the Consolidation and Private Placement, expectations regarding the dissemination of a news release providing an update on the Consolidation, obtaining regulatory approval to the Consolidation and the Private Placement and the intended use of proceeds for the Private Placement. These forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to the ability of the Company to obtain regulatory approval, the state of equity markets in Canada and other jurisdictions, the ability of the Company to carry out its future plans with respect to the Company’s mineral properties, risks inherent in exploration activities, the impact of exploration competition, unexpected geological or hydrological condition, changes in government regulations and policies, including trade laws and policies, failure to obtain necessary permits and approvals from government authorities, volatility and sensitivity to market prices, volatility and sensitivity to capital market fluctuations, environmental and safety risks including increased regulatory burdens, weather and other natural phenomena, and other exploration, development, operating, financial market and regulatory risks   The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by law, the Company does not undertake any obligation to update publicly or to revise any forward-looking statements that are contained or incorporated in this press release. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.   NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES Copyright (c) 2026 TheNewswire - All rights reserved.