Pinnacle Closes Second and Final Tranche of Private Placement

Executive Summary

• Pinnacle Silver and Gold Corp. completed the second and final tranche of its non‑brokered private placement, issuing 10,915,492 units at $0.14 per unit for gross proceeds of $1,528,169.
• The total offering is now fully subscribed, raising $2,595,713 from 18,540,663 units, each consisting of one common share and one‑half warrant (full warrant exercisable at $0.20 for 24 months).
• Net proceeds will be used to advance the high‑grade El Potrero gold‑silver project in Durango, Mexico, and for general working capital.

Key Details

• Units Issued – Second Tranche: 10,915,492 units @ $0.14 per unit → Gross proceeds: $1,528,169.
• Total Offering Size: 18,540,663 units → Total gross proceeds: $2,595,713.
• Unit Composition: 1 common share + ½ share purchase warrant; each whole warrant convertible into one additional share at $0.20 (exercise period: 24 months from issuance).
• Finder’s Fees – Second Tranche:
• Cash commission: $29,095.92
• Non‑transferable finder’s warrants: 207,828 warrants
• Total consideration for finders: $32,035.92 cash + 228,828 warrants (each warrant exercisable at $0.20).
• Insider Participation: Insiders subscribed for 335,714 units → Gross proceeds: $46,999.96; treated as a related‑party transaction under MI 61‑101 but exempt from formal evaluation/minority approval.
• Use of Proceeds: Advance El Potrero project (project evaluations, drilling, permitting) and general working capital.
• Hold Period & Regulatory Notes: All securities subject to a four‑month hold period; pending TSX Venture Exchange approval; not registered under U.S. securities laws.
• El Potrero Project Highlights: Located 35 km from four operating mines in the Sierra Madre Occidental; historic high‑grade gold‑silver vein system with three historic mines along a 500 m strike; existing 100 tpd plant and underground workings available for low‑cost refurbishment; initial 50 % ownership upon production, potential to increase to 100 % subject to a 2 % NSR.

Notable Quotes

• “The net proceeds raised from the Offering will be used to advance the high‑grade El Potrero gold‑silver project in Durango, Mexico, for project evaluations, and for general working capital.” – Robert A. Archer, President & CEO.