Pinnacle arranges non-brokered private placement

Pinnacle Arranges Non-Brokered Private Placement

(TheNewswire)

VANCOUVER, BRITISH COLUMBIA, July 13, 2026 – TheNewswire - (TSXV: PINN, OTCQB: PSGCF, Frankfurt: P9J) – Pinnacle Silver and Gold Corp. ("Pinnacle" or the “Company") is pleased to announce that it is arranging a non-brokered private placement to raise gross proceeds of up to $2,200,000 (the “Offering”).  The placement will consist of up to 20,000,000 units (the "Units") with each Unit, priced at $0.11, comprising one common share (“Share”) in the capital of the Company and one-half share purchase warrant ("Warrant").  Each whole Warrant shall be convertible into an additional Share at an exercise price of $0.16 for a period of 24 months from the date of issuance.  Red Cloud Securities is acting as a Finder and other Finders' fees may be paid in connection with the Offering.  Each Finder's warrant entitles the holder to acquire one common share at $0.16 cents per share over a 24-month period.  The Company expects the offering to close on or about August 13, 2026. 

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.

Insiders of the Company will also be participating in the Offering.  The participation of the insiders in the Offering will constitute a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).  The Company is exempt from the requirements to obtain a formal evaluation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued will exceed 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101.  

All securities to be issued will be subject to a four-month hold period from the date of issuance and subject to TSX Venture Exchange approval.  The securities offered 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.