Pacific Booker Minerals Secures $4 Million in Private Placement to Advance Morrison Project Pre-Feasibility Study

Private Placement Details and Unit Structure

Pacific Booker Minerals successfully closed its previously announced non-brokered private placement, generating gross proceeds of $4,000,001.90 through the issuance of 1,860,466 units priced at $2.15 each. The transaction awaits final approval from the TSX Venture Exchange, a standard regulatory step for capital market financings on the TSXV.

Each unit consists of one common share and one common share purchase warrant. The warrants have an exercise price of $2.37 and are valid for 36 months from the closing date, offering investors potential upside if the share price exceeds the exercise price within the warrant term.

Regulatory Hold Period and Trading Restrictions

All securities issued under the private placement are subject to a regulatory hold period of four months and one day from closing, in compliance with Canadian securities regulations for non-brokered private placements. This restriction helps maintain market integrity by preventing immediate resale of large volumes of newly issued securities.

Once the hold period expires, investors will be free to trade the underlying shares and warrants, subject to any company-imposed restrictions.

Allocation of Funds for Morrison Project Advancement

Pacific Booker plans to use the net proceeds to complete an updated NI 43-101 compliant mineral resource estimate for the Morrison Project. This update will integrate current geological models, metal prices, operating cost assumptions, metallurgical recovery rates, and pit optimization parameters—key factors for a robust technical evaluation of the project’s economic potential.

The funds will also support a comprehensive NI 43-101 compliant Pre-Feasibility Study assessing the technical and economic viability of the Morrison Project. This study will incorporate updated geological, metallurgical, engineering, environmental, and market data. Additionally, proceeds will be allocated to geological, metallurgical, geotechnical, environmental, and engineering programs, permitting, stakeholder engagement, corporate communications, and general working capital.

Technical Advisory Board Endorsement and Project Progress

Following a thorough review of geological, metallurgical, engineering, and environmental data, Pacific Booker’s independent Technical Advisory Board recommended advancing the Morrison Project to the Pre-Feasibility Study stage. Their evaluation included an internal conceptual technical and economic review by Tetra Tech Canada Inc., site inspections, and drill core assessments.

The Board concluded that sufficient technical information exists to justify this advancement, lending credibility to management’s capital deployment plan. They believe that completing the updated mineral resource estimate and Pre-Feasibility Study will enhance the quality of information available and support the company’s ongoing strategic review.

Insider Participation Demonstrates Confidence

A Pacific Booker director acquired 46,512 units at $2.15 per unit in the private placement, signaling strong insider alignment with shareholders. This participation reflects management’s confidence in the company’s strategic direction and value proposition.

The director’s purchase was approved by disinterested directors and exempt from certain regulatory provisions under Multilateral Instrument 61-101, avoiding the need for shareholder approval or independent valuations.

Finder’s Fees and Associated Costs

The company incurred finder's fees totaling $15,824, payable in cash, and will issue 7,360 broker warrants to finders. These broker warrants carry the same terms as investor warrants—exercisable at $2.37 per share for 36 months—and serve as additional compensation for intermediaries who facilitated investor introductions.

The modest finder's fees relative to the $4 million gross proceeds suggest the placement was largely sourced through direct or existing relationships rather than extensive third-party involvement, consistent with typical non-brokered placements in the junior mining sector.

Qualified Person Review and Technical Assurance

Leo Hathaway, P.Geo., Chairman of Pacific Booker’s Technical Advisory Board and a Qualified Person under NI 43-101, has reviewed and approved the scientific and technical information disclosed. This ensures compliance with Canadian securities regulations requiring independent professional verification of mineral project disclosures.

The involvement of a Qualified Person provides investors with confidence that geological, engineering, and economic claims about the Morrison Project have been evaluated by a competent industry expert.

Strategic Review and Future Outlook

The company is currently engaged in a strategic review process. The updated mineral resource estimate and Pre-Feasibility Study are intended to support this review by providing enhanced technical data to inform management and board decisions regarding the company’s assets and direction.

While details and timing of the strategic review remain undisclosed, financing feasibility-level work indicates a commitment to advancing the Morrison Project toward a defined development path. The Pre-Feasibility Study stage is a critical milestone preceding definitive feasibility studies and potential project financing or development choices.

Forward-Looking Statements and Risk Factors

The announcement contains forward-looking information about the use of proceeds, TSXV approval, preparation of technical reports, and the ongoing strategic review. Such statements involve risks and uncertainties, and actual outcomes may differ materially from those expressed or implied.

Risks are detailed in the company’s latest management discussion and analysis and other public filings on SEDAR+ under Pacific Booker’s issuer profile. The company disclaims any obligation to update forward-looking statements except as required by law. Investors are advised to exercise caution and not place undue reliance on these statements, which are current only as of the announcement date.