Pan American Energy Announces Filing of Amended Offering Document

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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CALGARY, Alberta, Feb. 24, 2025 (GLOBE NEWSWIRE) — Pan American Energy Corp. (CSE: PNRG | OTCQB: PAANF | FRA: SS60) (“Pan
American” or the “Company”) announces that it has filed, via its SEDAR+ profile which may be accessed at www.sedarplus.ca, and made available on its corporate website, an amended offering document (the “Amended Offering Document”) in connection with its previously announced (see news release dated February 4, 2025) non-brokered private placement financing (the “Common
Share
Private
Placement”). Pursuant to the Amended Offering Document, completion of the Common Share Private Placement will be contingent upon the Company issuing a minimum of 2,416,667 common shares (each, a “Common Share”) at a price of C$0.18 per Common Share, for minimum aggregate gross proceeds of C$435,000. Under the terms of the Amended Offering Document, the Company may issue up to a maximum of 4,350,000 Common Shares, for maximum aggregate gross proceeds of C$783,000.

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As previously announced (see news release dated February 4, 2025), concurrent with the Common Share Private Placement, the Company intends to complete a non-brokered private placement financing (the “Warrant Private Placement” and, together with the Common Share Private Placement, the “Private Placements”) of up to 4,850,000 Common Share purchase warrants (each, a “Warrant”) at a price of C$0.05 per Warrant for aggregate proceeds of up to C$242,500. Each Warrant issued pursuant to the Warrant Private Placement will entitle the holder thereof to purchase a common share in the capital of the Company at an exercise price of C$0.18 for a period of 24 months from the date of issuance.

Closing of the Private Placements is anticipated to occur on or about February 28, 2025. Closing is subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals for the Private Placements. The net proceeds of the Private Placements are intended to be used for exploration activities at the Company’s Big Mack Property, for general administrative expenditures and for general working capital purposes.

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Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Common Shares issuable under the Common Share Private Placement will be offered for sale to purchasers resident in all of the provinces of Canada (except Quebec) pursuant to the listed issuer financing exemption under Part 5A.2 of NI 45-106 (the “LIFE Exemption”). Because the Common Share Private Placement is to be completed pursuant to the LIFE Exemption, the Common Shares issued to subscribers in the Common Share Private Placement will not be subject to resale restrictions in accordance with applicable Canadian securities laws. The Warrants issued pursuant to the Warrant Private Placement (and, to the extent that any Warrants are exercised within four months and one day of the date of issuance, any common shares issued upon the exercise of such Warrants) will be subject to a hold period of four months and one day from the date of issuance pursuant to applicable Canadian securities laws.

There is an amended offering document dated February 24, 2025 related to the Common Share Private Placement that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.panam-energy.com. This offering document contains additional detail regarding the Common Share Private Placement, including additional detail regarding the expected use of proceeds from the Private Placements. Prospective investors in the Common Share Private Placement should read this offering document before making an investment decision.

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The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About
Pan
American
Energy
Corp.

Pan American Energy Corp. (CSE: PNRG) (OTCQB: PAANF) (FSE: SS60) is an exploration stage company engaged principally in the acquisition, exploration and development of mineral properties containing battery metals in North America.

To register for investor updates, please visit https://panam-energy.com.

On
Behalf
of
the
Board
of
Directors

Adrian Lamoureux

CEO

Contact

Phone:(587)885-5970

Email: info@panam-energy.com

Cautionary
Note
Regarding
Forward-Looking
Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”
and similar
expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events.

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In
particular,
this
press
release
contains
forward-looking
information
relating
to,
among
other
things,
the Private
Placements,
including
the
total
anticipated
proceeds,
the
expected
use
of
proceeds
and
the
closing (including the proposed closing date) of the Private Placements. Various assumptions or factors are typically applied in drawing conclusions or
making the forecasts or projections set out in forward-looking information,
including
the
assumption
that
the
Company
will
close
the
Private
Placements
on
the
timeline anticipated, will
raise
the
anticipated amount
of gross
proceeds from the
Private
Placements and
will use the proceeds of the Private Placements as anticipated. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions
of
the
Company’s
management,
there
can
be
no
assurance
that
any
conclusions
or
forecasts will prove to be accurate.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the risk that the Private Placements do not close on the timeline expected, or at all; the risk that the Company raises less than the anticipated amount of gross proceeds from the Private Placements;
the
risk
that
the
Company
does
not
use
the
proceeds
from
the
Private
Placements
as
currently expected;
risks
inherent
in
the
exploration
and
development
of
mineral
deposits,
including
risks
relating
to changes in project parameters as plans continue to be redefined and the risk that exploration and development
activities
will
cost
more
than
the
amount
budgeted
for
such
activities
by
the
Company;
access and supply risks; operational risks; regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; financing, capitalization and liquidity risks; and title and environmental risks. The forward-looking information contained in this release is made as of the date hereof, and the Company
is
not
obligated
to
update
or
revise
any
forward-looking
information,
whether
as
a
result
of
new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking
information.
The
foregoing
statements
expressly
qualify
any
forward-looking
information contained herein.

The
Canadian
Securities
Exchange
(CSE)
has
not
reviewed,
approved,
or
disapproved
the
contents
of
this press release.

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