Pinnacle Arranges Non-Brokered Private Placement

(TheNewswire)

VANCOUVER, BRITISHCOLUMBIA – TheNewswire - July 14, 2025 (TSXV: PINN, OTC: PSGCF, Frankfurt:P9J) – Pinnacle Silver and Gold Corp.("Pinnacle" or the “Company") is pleased to announcethat it is arranging a non-brokered privateplacement to raise gross proceeds of up to $1,200,000 (the“Offering”).  The placement will consist of up to 20,000,000units (the "Units") with each Unit, priced at $0.06,comprising one common share (“Share”) in the capital of theCompany and one-half share purchase warrant ("Warrant"). Each whole Warrant shall be convertible into an additional Share atan exercise price of $0.10 for a period of 24 months from the date ofissuance.  Finders' fees consisting of 7 per cent in cash commissionand 7 per cent in non-transferable finders' warrants may be paid inconnection with the offering.  Each finder's warrant entitles theholder to acquire one common share at $0.10 cents per share over a24-month period.  The Company expects the offering to close on orabout July 31, 2025. 

The net proceeds raised from the Offering will be usedto advance the high-grade El Potrero gold-silver project in Durango,Mexico, and for general working capital.

Mr. Michael Kott, Pinnacle’s largest shareholder, andan insider of the Company, has indicated his intention to subscribefor 2,400,000 units, or 12% of the financing.  Other Insiders of thecompany will also be participating in the offering.  Theparticipation of the insiders in the offering will constitute arelated-party transaction for the purposes of Multilateral Instrument61-101 (Protection of Minority Security Holders in SpecialTransactions).  The Company is exempt from the requirements to obtaina formal evaluation or minority shareholder approval in connectionwith the insider participation in reliance on sections 5.5(a) and5.7(1)(a) of MI 61-101 as neither the fair market value of thesecurities issued, nor the fair market value of the consideration forthe securities issued will exceed 25 per cent of the company's marketcapitalization as calculated in accordance with MI 61-101.  

“We sincerely appreciate Michael’s continuedsupport in this financing,” stated Robert Archer, Pinnacle’sPresident & CEO.  “He shares our vision of building a newAmericas-focused silver and gold company and advancing El Potrero is asignificant step on that journey.”

All securities to be issued will be subject to afour-month hold period from the date of issuance and subject to TSXVenture Exchange approval.  The securities offered have not beenregistered under the UnitedStates Securities Act of 1933, as amended, andmay not be offered or sold in the United States absent registration oran applicable exemption from the registration requirements.

About Pinnacle Silver and Gold Corp.

Pinnacle is focused on district-scale exploration for precious metals in the Americas.  The
high-grade Potrero gold-silver project in Mexico’s Sierra Madre Belt
hosts an underexplored low-sulphidation epithermal vein system and
provides the potential for near-term production. In the prolific Red Lake District of northwestern Ontario, the Company owns
a 100% interest in the past-producing, high-grade Argosy Gold Mine and the adjacent North
Birch Project with an
eight-kilometre-long target horizon.
 With a seasoned, highly successful management team and quality projects, Pinnacle Silver and Gold is
committed to
building long-term, sustainable value for shareholders.

Signed: “Robert A. Archer”

President & CEO

For
further information contact:

Email:        info@pinnaclesilverandgold.com

Tel.:  +1 (877) 271-5886 ext. 110

Website: www.pinnaclesilverandgold.com

Neither the TSXVenture Exchange nor the Investment Industry Regulatory Organizationof Canada accepts responsibility for the adequacy or accuracy of thisrelease.

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