Closing system

Pancontinental Resources Announces Closing of First Tranche of Brokered Private Placement for Gross Proceeds of C$1.245 Million

Toronto, Ontario–(Newsfile Corp. – April 19, 2022) – Pancontinental Resources Corporation (TSXV: PUC) (OTCQB: PUCCF) (“Pancon” or the “Company”) is pleased to announce the closing of the first tranche of its previously announced “best efforts” private placement (the ” Offer”) with Red Cloud Securities Inc. and Paradigm Capital Inc. (the “Agents”) acting as co-managers and co-bookrunners. Under the first tranche of the Offering, 15,565,000 units of the Company (each, a “Unit”) were sold at a price of C$0.08 per Unit (the “Unit Price”) for proceeds gross to the Company of CA$1,245,200.

Each Unit consists of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of C$0.14 per Warrant Share at any time no later than the date which falls 24 months after the date of issue. In the event that the daily volume-weighted average trading price (or closing bid price on non-trading days) of the Company’s common shares on the TSX Venture Exchange (the “TSXV” ) is at least CA$0.25 per Common Share for a minimum of twenty (20) consecutive trading days, the Company may provide written notice to Warrantholders requesting the Warrantholder to exercise Warrants within twenty (20) days of the date of delivery of such written notice.

Net proceeds raised from the offering will be used for the exploration and advancement of the Company’s Brewer Gold & Copper Project and the Jefferson Project in South Carolina, United States, and for general working capital.

In connection with the closing of the first tranche of the Offering, the Company paid the Agents a cash commission totaling C$53,466 and issued to the Agents 661,950 warrants with non-transferable compensation (each, a “Warrant brokerage”). Each brokerage warrant entitles the Agents to purchase one unit at a price of C$0.08 at any time for a term of 24 months from the date of issue.

The closing of the second and final tranche of the Offering is scheduled for the first week of May 2022 or such other date mutually agreed between the Company and Red Cloud. Completion of the Offer is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval to list the Unit Shares, Warrant Shares warrants and common shares of the Company issuable upon exercise of the brokerage warrants on the TSXV. The resale of the Company’s securities distributed under the offering will be restricted, including a statutory hold period in Canada of four months and one day following the date of issue.

The securities offered have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Brewer Option Agreement:

Pancon’s exclusive 56-month option to explore and purchase the 1,000-acre Brewer property commenced on April 1, 2020. Since then, the company has completed: a review of historical data; cartography; geophysical surveys; rotary air blast (RAB), sonic and corer drilling; tests, multi-element geochemical, spectral and petrographic analyses; preliminary metallurgical tests; compilation of data; and modeling. This work included drilling and reporting laboratory results for over 9,000 meters (m) of drill samples: core (5,000 m), RAB (3,900 m) and sonic (350 m).

As a result of the work done to date, Pancon has updated its data-driven discovery model that identifies the most promising parts of Brewer’s gold-copper system. Next steps include induced polarization (IP) surveys in 4 target areas, followed by drilling.

Qualified person

The technical information contained in this press release has been prepared in accordance with the Canadian regulatory requirements set forth in NI 43-101 and reviewed and approved by Patrick Quigley, MSc, CPG-12116, a Qualified Person within the meaning of NI 43-101.

About Pancon

Pancontinental Resources Corp. (TSXV: PUC) (OTCQB: PUCCF), or Pancon, is a Canadian junior mining company exploring the rich and underexplored Carolina Slate Belt in the southeastern United States. In January 2020 Pancon was granted the exclusive right to explore and purchase the former Brewer Gold Mine property, with an option period until October 2023. Between 1987 and 1995 Brewer produced 178,000 ounces of oxidized gold from open pits that extended up to 65 meters deep. , where gold (Au) and copper (Cu) sulphides were exposed but could not be treated by the oxide heap leach operation. The 1,960-acre Jefferson Gold Project, 100% owned by Pancon, almost completely surrounds the 1,000-acre Brewer property. The Brewer-Jefferson prospect in Chesterfield County, South Carolina is 12 kilometers along trend from the Haile gold mine, which produced 190,000 ounces of gold in 2021 ( www.oceanagold.com). Brewer is a large high-sulphidation epithermal gold-copper system driven by a subvolcanic intrusion, possibly related to a large copper-gold porphyry system at depth.

For more information, please contact:
Jeanny So, Head of External Relations
E: This email address is protected from spam. You need JavaScript enabled to view it.
Tel: +1.647.202.0994

For more information, please visit our new website at http://www.panconresources.com/ and our Twitter feed: @PanconResources.

Neither the 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.

This press release contains forward-looking information that does not consist of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words , or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results and opportunities to differ. materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of the equity markets and debt, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the industry. mineral exploration and development, including the risks set forth in the Company’s MD&A as filed under the Company’s profile at www.sedar.com. The forward-looking information contained in this press release is based on management’s opinions and assumptions believed to be reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received when expected, the Company will use the proceeds net of the offering as expected and the second tranche of the offering will close during the first week of May 2022. Although the Company believes that the assumptions and factors used in preparing the forward-looking information contained in this release releases are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.