CALGARY, Canada (May 13, 2025) – TheNewswire - 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 $528,593 convertible loan notes (“CLN”) issued to qualified investors. The Offering was oversubscribed by $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.

  

About Pambili Natural Resources Corporation: Pambili Natural Resources Corporation is a natural resources exploration and development company (www.pambilinrc.com) currently active in Zimbabwe and in the province of Alberta.

 

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 the Golden Valley mine 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.

  

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