Pan Am Energy cancels placement, arranges offerings

Mr. Adrian Lamoureux reports PAN AMERICAN ANNOUNCES LIFE OFFERING AND CONCURRENT PRIVATE PLACEMENT OFFERING Further to the news release dated Aug. 7, 2025, Pan American Energy Corp. will no longer proceed with the previously announced non-brokered private placement of up to four million units at a price of 50 cents per unit and up to 1,538,462 flow-through units at a price of 65 cents per flow-through unit for aggregate gross proceeds of up to $3-million, and the company instead intends to complete a non-brokered private placement pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions), as amended by co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption), and a concurrent non-brokered private placement as further set out below. LIFE offering The company intends to complete a non-brokered private placement pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by co-ordinated blanket order, of: (i) a minimum of 753,333 charity flow-through units of the company and a maximum of up to 1,333,333 charity FT units at a price of 75 cents per charity FT unit; and (ii) up to two million non-flow-through units of the company at a price of 50 cents per NFT unit for minimum gross proceeds of $565,000 and maximum gross proceeds of up to $2-million. Each charity FT unit will consist of one flow-through share within the meaning of the Income Tax Act (Canada) and one common share purchase warrant, with each CFT warrant entitling the holder thereof to acquire one common share at a price of 85 cents for a period of 24 months following closing of the offering. The CFT warrants comprising the charity FT units under the LIFE offering are subject to a 60-day hold period. Each NFT unit will consist of one non-flow-through common share in the capital of the corporation (previously defined as a common share) and one share purchase warrant, with each NFT warrant entitling the holder thereof to acquire one common share at a price of 65 cents for a period of 24 months following closing of the LIFE offering. The NFT warrants comprising the NFT units under the LIFE offering are subject to a 60-day hold period. The gross proceeds from the issuance and sale of the charity FT units will be used to incur Canadian exploration expenses that are intended to qualify as flow-through mining expenditures as those terms are defined under the tax act. The gross proceeds from the issuance and sale of the NFT units will be used for exploration expenses in respect of the company's existing exploration projects and for general working capital purposes. The LIFE offering is being made to purchasers resident in all provinces of Canada, other than Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 and the co0ordinated blanket order. The FT shares and common shares offered under the LIFE offering are expected to be immediately freely tradable under applicable Canadian securities legislation. There is an offering document related to the LIFE offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision. Concurrent non-brokered private placement The company is further pleased to announce that it intends to complete a non-brokered private placement of up to two million units of the company at a price of 50 cents per unit for aggregate gross proceeds of up to $1-million pursuant to applicable prospectus exemptions under NI 45-106. Each unit will consist of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share at a price of 65 cents for a period of 24 months following closing of the offering. The company intends to use the proceeds raised from the concurrent offering for exploration expenses in respect of the company's existing exploration projects and for general working capital purposes. All securities issued in the concurrent offering will be subject to a statutory four-month-and-one-day hold period. Closing of the offering is anticipated to occur on or about Oct. 6, 2025. Closing of the offering is subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals for the offering. About Pan American Energy Corp. Pan American Energy is an exploration-stage company engaged principally in the acquisition, exploration and development of mineral properties containing battery and critical metals in North America. The company has executed an option agreement in Canada with Magabra Resources pursuant to which it has acquired a 75-per-cent interest in the Big Mack lithium project, 80 kilometres north of Kenora, Ont., with the right to earn an additional 15 per cent for a total 90-per-cent interest. Pan American has also entered into an option agreement with Northern Critical Minerals Corp. to acquire an up-to-100-per-cent interest in the Tharsis rare earth element project, located in the Northwest Territories. The project hosts the Squalus Lake alkaline complex, a Proterozoic-age carbonatite-bearing intrusion prospective for rare earth and high field strength elements. We seek Safe Harbor.