Mr. John Keating reports

PJX RESOURCES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF $3.6 MILLION

PJX Resources Inc. has arranged a non-brokered private placement of up to 13,486,111 units of the company for gross proceeds of $3.6-million. The company will issue units on a flow-through basis (each a flow-through unit), a non-flow-through basis (each a strategic unit) and a non-flow-through basis at a discounted price (each a non-strategic unit). The subscription prices for each of the foregoing are 36 cents per flow-through unit for gross proceeds of $1.6-million through the sale of 4,444,444 flow-through units, 22.5 cents per strategic unit for gross proceeds of $1.5-million through the sale of 6,666,667 strategic units and 20 cents per non-strategic unit for gross proceeds of $500,000 through the sale of 2.5 million non-strategic units. The flow-through unit portion of the private placement and the strategic unit portion of the private placement have been completed. The purchaser of the strategic units and the back-end purchaser of the securities issued pursuant to the flow-through units is a Canadian incorporated mining company.

Each flow-through unit consists of one common share to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each whole warrant acquired as part of a flow-through unit will entitle the holder to purchase one common share at an exercise price of 45 cents for 24 months following completion of the private placement. Each strategic unit and non-strategic unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant acquired as part of a strategic unit will entitle the holder to purchase one common share at an exercise price of 45 cents for 24 months following completion of the private placement. Each whole warrant acquired as part of a non-strategic unit will entitle the holder to purchase one common share at an exercise price of 40 cents for 24 months following completion of the private placement. The component of the private placement that has not already been completed, being the issuance of the non-strategic units, is expected to close on April 15, 2024.

Following closing of the strategic investor's portion of the private placement, the strategic investor owns 6.39 per cent of PJX's issued and outstanding common shares on a basic basis, or 9.23 per cent on a partially diluted basis.

In connection with the private placement, PJX has granted the strategic investor certain rights with respect to the company, including a pre-emptive right to participate in future equity capital raises to maintain its ownership level in PJX, subject to certain conditions, so long as the strategic investor's ownership level in PJX, calculated on a basic basis, is not less than 4.0 per cent. In connection with the private placement and the granting of the foregoing rights to the strategic investor, the strategic investor has agreed to certain standstill restrictions for a three-year term, whereby, among other things, the strategic investor will agree not to increase its stake in PJX to greater than 9.9 per cent on a partially diluted basis without PJX's consent.

Linda Brennan and James Clare, each a director of PJX, have subscribed for a total of 375,000 non-strategic units. As insiders, the subscriptions by Ms. Brennan and Mr. Clare will each be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. PJX intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

The private placement is subject to compliance with applicable securities laws and to receipt of the final approval and acceptance of the TSX-V following satisfaction of the standard listing conditions thereof. No commission or other broker dealer compensation is expected to be paid in respect of the private placement. The securities issuable in connection with the private placement will be subject to a statutory hold period in Canada, which will run for four months from the date of the respective closings of the private placement.

PJX intends to use the net proceeds of the private placement for expenditures on its properties located in Cranbrook, B.C., and for general working capital purposes. The company will expend an amount equal to the gross proceeds received by the company from the sale of the flow-through units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as both terms are defined in the Income Tax Act (Canada), related to the company's projects in British Columbia, on or before Dec. 31, 2025, and to renounce all the qualifying expenditures in favour of the subscribers of the flow-through units effective Dec. 31, 2024.

John Keating, president of PJX, commented: "We greatly appreciate the support and endorsement of Crescat Capital and the strategic investor in PJX and our new discovery (see Oct. 12, 2023, and Jan. 15, 2024, press releases). We've had in place the funds to drill and discover a potential Sullivan-type deposit on our Dewdney Trail property. The additional funds from this private placement will allow us to continue to drill without going back to the market right away. Our plan is to commence drilling when we have received an amendment to our existing permit and the snow melts."

Quinton Hennigh, technical and geologic director of Crescat Capital, commented: "Through old-school boots on the ground prospecting, PJX appears to have identified one of the most intriguing sedex [sedimentary exhalative] targets discovered in recent history. Situated within the famous Sullivan zinc/lead/silver mining district, the outcropping and boulders of high-grade mineralization discovered at Dewdney Trail bears many strong similarities to that at its world-class neighbour. Like at Sullivan, mineralization at Dewdney Trail is hosted within the Proterozoic-age belt supergroup, is situated within a similar argillite-dominated subbasin, is composed of finely bedded sulphide minerals, including distinct reddish-brown sphalerite, galena, pyrite and pyrrhotite, and is associated with other diagnostic rock types, including fine-grained tourmalinites. Mineralization occurs within outcropping beds several metres thick, making this a compelling walk-up drill target. In fact, given the potential size and nature of this target, I think this is one of the most exciting drill targets I have seen of any type in any junior company in recent years. We are anxious to see PJX secure its amended permits and drill this target very aggressively in 2024."

New discovery background

PJX owns 100 per cent of the mineral rights to multiple properties totalling over 680 square kilometres of mineral claims in the Sullivan mining district of southeastern British Columbia, Canada. Exploration in late 2023 discovered boulders and outcrop of Sullivan-deposit-style and grade mineralization on PJX's Dewdney Trail property, which is over 150 square kilometres in size. The zinc, lead, silver and other critical metal mineralization discovered at surface on the Dewdney Trail property is magnetic and appears to be associated with a strong to moderate magnetic airborne geophysical anomaly that can be traced for approximately 1.6 kilometres. The mineralization and geophysical anomaly have never been drilled. The area is accessible by a historical mine road.

About PJX Resources Inc.

PJX is a mineral exploration company focused on building shareholder value and community opportunity through the exploration and development of mineral resources with a focus on gold, silver and base metals (zinc, lead, copper and nickel). PJX's properties are located in the historical Sullivan mine district and the Vulcan gold belt near Cranbrook and Kimberley, B.C.

We seek Safe Harbor.