Pambili raises C$528,593 in oversubscribed private placement

CALGARY, Canada (May 13, 2025) – Pambili Natural Resources Corporation (“Pambili” or the “Corporation”) (TSX-V: PNN) is pleased to announce that it has closed its non-brokered private placement (the “Offering”), originally announced on April 7, 2025, through the issuance of C$528,593 in convertible loan notes (“CLN”) issued to qualified investors. The Offering was oversubscribed by C$28,593.

The term of each CLN is up to 12 months from the date of the CLN, and repayment is due and payable by either the lender or Pambili providing written notice of repayment within the term. Subject to TSX Venture Exchange (“TSXV”) approvals, redemption will be made through the issuance of units priced at $0.05 per unit (“Unit”). Each Unit comprises one common share in Pambili (“Common Share”) and one-half warrant (“Warrant”).  Each whole Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of $0.10 per Warrant Share, for a period of 12 months from the closing date.

Subject to TSX-V approvals, Pambili will pay a finders’ fee of up to seven per cent (7%) of the amounts raised from lenders. The fees will be settled through the issuance of Common Shares and Warrants on the same terms as the Units.

The Offering is subject to all necessary regulatory approvals including acceptance from the TSXV.

The participation of certain directors or officers of the Corporation 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”) and the policies of the TSXV. For any such participation, the Corporation will be relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Corporation is not listed on a specified stock exchange and, at the time the Offering, is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves an interested party (within the meaning of MI 61-101) in the Offering, will exceed 25 per cent of the Corporation’s market capitalization calculated in accordance with MI 61-101.

The proceeds of the Offering will be used by the Corporation for general working capital and development of the Golden Valley A-1 mining claim.

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