Pinnacle Closes Non-Brokered Private Placement and Associated Acquisition of El Potrero Option

(TheNewswire)

VANCOUVER, BRITISHCOLUMBIA, February 25, 2025 – TheNewswire- (TSXV:PINN, OTC: NRGOF, Frankfurt: X6C) – Pinnacle Silver and GoldCorp. (" Pinnacle " or the“ Company ") announces that, further tothe Company's news releases dated October 28, 2024, December 10, 2024,January 29, 2025 and February 24, 2025, it hasclosed its non-brokered private placement and the associated stagedoption to acquire up to a 100% interest in the Potrero property inDurango, Mexico (the “Acquisition”).  For more information on theAcquisition, please refer to the Company's news release of February24, 2025.

The Part-and-Parcel private placement was fully subscribed and raised gross proceeds of $800,000, subject to final TSXVapproval. The placement consists of 20,000,000 units (the "Units") at a price of $0.04 per Unit, with each Unit comprising one common share (“Share”) in the capital of the Company and one-half share purchase warrant ("Warrant"), whereby each whole Warrant shall be convertible into an additional Share at an exercise price of $0.06 for a period of 24 months from the date of issuance. Nof inder’s fees were paid.

The net proceeds raised from the Financing will be used for exploration and development of the Potrero Project, payment of theback-taxes, and for working capital.

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.

Insiders subscribed for an aggregate of 648,500 Unitsfor a total of $25,940.  As insiders of Pinnacle participated in thefinancing, it is deemed to be a “related party transaction” withinthe meaning of Multilateral Instrument 61-101 Protection of MinoritySecurity Holders in Special Transactions (“MI 61- 101”). Pinnacle is relying on the exemptions from the formal valuation andminority approval requirements contained in Sections 5.5(a) and5.7(1)(a) of MI 61-101, on the basis that the fair market value of thetransaction does not exceed 25% of the Company’s marketcapitalization.  The Company will be filing a material change reportin respect of the related party transaction on SEDAR.

Subject to final TSXV approval, it is anticipated thatthe Company’s share will resume trading effective at the open onFebruary 28, 2025.

AboutPinnacle Silver and Gold Corp.

Pinnacle is focused on district-scale exploration for precious metals in the Americas.  The additionof the high-grade Potrero gold-silver project in Mexico’s SierraMadre Belt will complement the Company’s project portfolio andprovide the potential for near-term production . In the prolific Red Lake District of northwestern Ontario, the Company ownsa 100% interest in the past-producing, high-grade Argosy Gold Mineand 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 iscommitted to building long -term , sustainable value for shareholders.

Signed: “Robert A. Archer”

President & CEO

Forfurther 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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