Pacific Ridge Increases Size of Financing

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Vancouver, British Columbia--(Newsfile Corp. - March 4, 2024) - Pacific Ridge Exploration Ltd. (TSXV: PEX) (OTCQB: PEXZF) (FSE: PQWN) ("Pacific Ridge" or the "Company") is pleased to announce that due to strong investor demand, the previously announced financing (see news release dated February 22, 2024) has been increased from $1,350,500 to $1,650,500 to fund continued exploration at the Company's 100% owned Kliyul copper-gold project ("Kliyul" or the "Project") located in the prolific Quesnel Terrane in northcentral B.C. (see Figure 1).

Figure 1

Location of Kliyul

To view an enhanced version of Figure 1, please visit:
https://images.newsfilecorp.com/files/5460/200355_4d89e4e534583ad8_001full.jpg

Financing

Pacific Ridge plans to issue up to 13,131,250 units ("Units") at a price of $0.08 per Unit and 6,310,540 flow-through units ("FT Units") at a price of $0.095 per FT Unit in a non-brokered private placement for gross proceeds of up to $1,650,500 (the "Financing"). Each Unit will be comprised of one common share of the Company and one common share purchase warrant ("Warrant"). Each FT Unit will be comprised of one common share of the Company issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one Warrant. Each Warrant will be exercisable to purchase one additional non-flow-through common share at an exercise price of $0.12 for a period of 24 months.

Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2024, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

Proceeds from this Financing will be used for general working capital and for exploration at Pacific Ridge's flagship Kliyul copper-gold project as well as for exploration at the Company's other projects in British Columbia. Pacific Ridge may pay finder's fees of 6% cash on a portion of the Financing. The Financing and payment of finder's fees are subject to TSX Venture Exchange acceptance.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.