CALGARY, Canada (June 20, 2024) – Pambili Natural Resources Corporation ("Pambili" or the "Company") (TSX-V: PNN) is pleased to confirm that the Company’s Share Purchase Agreement (the “Transaction”) with White Satin Investments (Private) Limited (“White Satin”) for the acquisition of the Golden Valley Gold Mine (“GVM”) near Bulawayo, Zimbabwe has been conditionally approved by the TSX Venture Exchange (“TSXV”).

The Transaction, originally announced on November 23, 2023, is arm’s length for purposes of the policies of the TSXV which, as announced on March 5, 2024, deemed it to be a Reviewable Transaction pursuant to Policy 5.3 (“Acquisitions and Dispositions of Non-Cash Assets”) of the TSXV’s Corporate Finance Manual.

Jon Harris, Chief Executive Officer of Pambili, commented:

“We are delighted to be able to announce that the TSXV has conditionally approved our acquisition of the Golden Valley Mine.

Pending this long-awaited approval, the Company has continued to work on the project to prepare for the planned underground drilling operation—the first step in identifying a mineralized zone that will provide the initial source of ore to bring the mine back into full production.

I would like to acknowledge and thank our team on the ground in Zimbabwe, which has continued to advance the project as best they could given the uncertainty of the acquisition. We are now well positioned to accelerate towards production on the back of those efforts.”

Acquisition terms

Pambili signed a share purchase agreement with White Satin Investments (Private) Limited (“White Satin”) and the individual shareholders of White Satin (“Vendors”), the current owners of GVM, pursuant to which the Company will acquire all of the issued and outstanding shares in White Satin (“White Satin Shares”) in consideration for the issuance of 19 million post-consolidation common shares of the Company at a deemed issue price of C$0.05 (the “Acquisition Shares”) and a cash payment of fifty thousand US dollars (US$50,000) (the “Cash Consideration”). Together, the Acquisition Shares and the Cash Consideration comprise the “Transaction.”

The Acquisition Shares shall be issued directly to the Vendors on a prorated, individual basis in a share-for-share transaction, through which the Vendors will individually transfer their White Satin shares to Pambili. The Transaction will not result in the creation of a new Insider or Control Person (as defined by the TSXV).

Pambili will also issue the Vendors with nine million, five hundred thousand (9,500,000) 5-year warrants, exercisable at C$0.05, and nine million, five hundred thousand (9,500,000) 5-year warrants exercisable at C$0.10 (the “Acquisition Warrants”), to be issued directly to the Vendors on a prorated, individual basis.

The Cash Consideration will be held in escrow to ensure the White Satin shareholders have the funds available to settle any personal tax liabilities that may arise from the Transaction. The balance of the Cash Consideration will be distributed to the individual Vendors according to their legitimate instructions within ten (10) days of the receipt of the final assessment of their tax position by the Zimbabwe Revenue Authority (“ZIMRA”), and after any taxes owed by any of the Vendors are paid to ZIMRA by Pambili out of the escrowed Cash Consideration.

The Golden Valley Mine

The Golden Valley Mine is situated in a typical Orogenic-style gold deposit located in the Bulawayo Greenstone Belt—the same geological setting as the Happy Valley Mine and the How Mine, Metallon Corporation’s flagship operation.

GVM was active in the late 1930s and early 1940s and, as reported on Page 237 of Bulletin 93 of the Zimbabwe Geological Survey (published in 1995), what was then described as the Peaceful Valley mine “milled 7,827 tonnes of ore for 60.0618 kg of gold and treated 8,354 tonnes of sands and 785 tonnes of slimes for 17.356 kg of gold. Altogether, 77.4178 kg of gold were produced, a recovery of 9.89 g/t.”

GVM was more recently operated by a local Bulawayo family, although production figures are unavailable. Some small-scale gold production continues at the Project by toll-milling, third-party ore through an onsite stamp mill.

Given its geological setting, historic high-grade production, sustained mining activity, and underexplored underground potential, Pambili views the acquisition of GVM as an opportunity to establish a modern, large-scale commercial gold operation.

Full geological details of GVM are available from the NI 43-101 Technical Report on the property, available on SEDAR and Pambili’s website.

Next steps

White Satin has recently completed the work needed to provide safe access to the historic workings underground at GVM and has developed cross-cuts in preparation for the planned underground drilling operation, expected to commence in July.

The toll-milling of third-party material will recommence as soon as possible and is expected to generate working capital to contribute to underground development activities.

After the completion of the Transaction, White Satin will become a wholly owned subsidiary of Pambili, which would continue to focus on its strategy of consolidating gold mines in and around Bulawayo, Zimbabwe. An announcement confirming the change of its name will follow in due course.

The Transaction is subject to final approval from the TSX Venture Exchange.

Pambili’s independent geologist Gayle Hanssen, BSc. (Hons.) Geology, a qualified person as defined by Canadian National Instrument 43-10,1 has reviewed and approved the technical information contained in this news release.

The Company will issue a separate news release disclosing details of the US$250,000 Kavango loan conversion and issuance of 6,227,270 common shares at a price of $0.055, which was originally disclosed in news releases dated Nov. 28, 2023 and April 26, 2024.

  

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

[NOT FOR DISTRIBUTION TO U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES]

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 Happy 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.