CALGARY, Canada (June 23, 2025)— TheNewswire - Pambili Natural Resources Corporation ("Pambili" or the "Company") (TSX-V: PNN) is pleased to announce that it will be undertaking a non-brokered private placement (the “Offering”) of up to 20 million Units to raise aggregate gross proceeds of C$1million (the “Proceeds”) on the TSX Venture Exchange (the “Exchange”).

Each Unit is offered at C$0.05 and comprises one common share (“Common Share”) and one common share purchase warrant (“Warrant”) with an exercise price of C$0.10, exercisable for a period of one year from closing of the Offering.

The Company intends to pay a finder’s fee of 5% of the Proceeds in Units. Other than being non-transferable, each Finder’s Warrant shall otherwise be on the same terms as the Warrants. There are no proposed payments to Non-Arm’s Length Parties or Parties conducting Investor Relations Activities.

The Units will be offered pursuant to available prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106 – Prospectus Exemptions.

It is expected that certain Insiders (as such term is defined under the policies of the Exchange) of the Company may participate in the Offering. The participation by Insiders in the Offering will constitute a “related party transaction” within the meaning of Multilateral Instrument 61 101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders will not exceed 25% of the fair market value of the Company’s market capitalization.

The Offering may close in one or more tranches, as subscriptions are received. Units issued pursuant to the Offering shall be subject to a four-month-plus-one-day hold period (“Hold Period“) commencing on the date of issue under applicable Canadian securities laws. Closing of the Offering, which is expected to occur on or about Aug. 31, 2025, will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Exchange.

The Proceeds will provide general working capital for business development and will be allocated to:

• Continued development of the Company’s Golden Valley A1 mining claim (“GVM”) near Bulawayo, Zimbabwe 

• Completion of due diligence at the London Wall (“LW”) project near Gwanda, Zimbabwe. Pambili owns an option to purchase LW (the “Option”) as previously announced on Nov. 19, 2024. The due diligence at LW is expected to lead to pilot production ahead of potential acquisition of LW. 

 

Jon Harris, Chief Executive Officer of Pambili Natural Resources, commented:

“Given current gold prices and good historic project fundamentals, we are excited about the potential at London Wall. This financing will allow us to rehabilitate the historic East Shaft and complete the survey of the old development drives. Our aim is to commence pilot production as soon as possible to enable us to assess the mine’s commercial viability.”

About Pambili Natural Resources Corporation: Pambili Natural Resources Corporation is a natural resources exploration and development company (www.pambilinrc.com) currently developing gold projects in Zimbabwe.

For further information, contact:

Pambili Natural Resources Corporation

Jon Harris (CEO)

T: 403 277 4421

E: jon.harris@pambilinrc.com

 

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.

 

Caution Regarding Forward-Looking Information Forward-looking statements. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as “believes”, “may”, “likely”, “plans”, or similar words. Forward- looking statements included in this news release include statements with respect to work to be done on its gold projects in Zimbabwe. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Corporation does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.

 

Readers are cautioned not to place undue reliance on Forward-looking statements.

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