TSX Venture Exchange Symbol - BKM
OTC - PBMLF
CUSIP #69403 R 10 8
Pacific Booker Minerals Inc. Announces Non-Brokered Private Placement
Not for distribution to United States news wire services or for dissemination in the United States
Vancouver, BC, October 5, 2026: Pacific Booker Minerals Inc. (TSXV: BKM) (OTC Pink: PBMLF) ("Pacific Booker" or the "Company") today announced that the Company proposes to undertake a non-brokered private placement financing (the "Offering") to raise gross proceeds of up to approximately $10.0 million from the sale of up to 4,273,505 units ("Units") at a price of $2.34 per Unit. Each Unit will consist of one common share of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a "Warrant Share") at a price of $2.75 per Warrant Share, subject to customary anti-dilution adjustments, for a period of 36 months from the closing date of the Offering. The Warrants will be transferable, subject to the consent of the Company.
The Company intends to use the net proceeds from the Offering to advance the Morrison project and for general corporate purposes.
The closing of the Offering is subject to certain conditions, including the conditional approval of the TSX Venture Exchange and certain other conditions customary for a private placement of this nature. All securities issued pursuant to the Offering will be subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the closing date of the Offering. Subscribers under the Offering will also agree to a contractual lock-up period of six months following the closing of the Offering, during which period the subscribers may not sell or otherwise transfer any securities purchased under the Offering without the consent of the Company, subject to customary exceptions.
The Company expects that certain "related parties" (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")) will participate in the Offering on the same terms as arms'-length investors. Participation in the Offering by each such related party will constitute a "related party transaction" for the purposes of MI 61-101. The Company expects to rely upon exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization.
No finder's fees, commissions or other fees are payable in connection with the Offering.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On Behalf of the Board of Directors
"John Plourde"
John Plourde, Director
Contact Information:
John Plourde, CEO, President and Director
(604) 681-8556
Neither the 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.
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Forward-looking information in this news release includes, but is not limited to, statements regarding: the use of proceeds of the Offering; the timing and ability to complete the Offering on the proposed terms; the Company's ability to obtain conditional approval of the TSX Venture Exchange; the completion of a proposed pre-feasibility study, including the timing and results thereof; the evaluation of the potential development and mine plan for the Morrison project; and related party participation in the Offering and the Company's ability to rely on certain exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pacific Booker to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Such factors include, but are not limited to, the risks described in the Company's most recent management discussion and analysis and those risks set out in the Company's other public documents filed on SEDAR+ (www.sedarplus.ca) under Pacific Booker's issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed timeframes or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
pacific booker minerals inc.