Mr. Joseph van den Elsen of Pampa reports

PAMPA METALS AND RUGBY RESOURCES CLOSE PRIVATE PLACEMENTS

Pampa Metals Corp. and Rugby Resources Ltd. have closed the private placements detailed in Feb. 5, 2025, and Feb. 24, 2025, news releases, respectively.

Pampa Metals private placement

Pampa Metals has received commitments for the announced 18.75 million units at a price of 16 cents per unit for total gross proceeds of $3-million. Each unit consists of one fully paid common share and a half purchase warrant. Each whole warrant shall entitle the holder to acquire an additional common share at a price of 30 cents for a period of three years.

To date, Pampa Metals has issued 12,262,500 units for gross proceeds of $1,962,000. In connection with the private placement, Pampa Metals paid aggregate finders' fees of $30,240 and issued 189,000 finders' warrants. The company anticipates closing the final tranche of the private placement by next week. Subsequently, the company is expected to have 107,514,818 shares issued and outstanding.

President and chief executive officer Joseph van den Elsen participated in the private placement in the amount of $100,000. This transaction constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the common shares issued to the related party and the consideration paid by the related party under the offering do not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.

Any securities issued in connection with the private placement are subject to a four-month hold period in accordance with securities laws and the policies of the Canadian Securities Exchange.

Rugby Resources private placement

Pursuant to the Rugby private placement, Rugby will issue a total of 100 million units at a price of 2.5 cents per Rugby unit for total gross proceeds of $2.5-million. Each Rugby unit consists of one fully paid common share and a half purchase warrant. Each whole warrant shall entitle the holder to acquire an additional common share at a price of five cents for a period of three years.

Rugby intends to use $1-million of the proceeds to settle an outstanding loan from a director (see news release dated Jan. 21, 2025) for estimated transaction costs of $500,000 related to the proposed acquisition of Rugby by Pampa Metals, for working capital and to advance its exploration properties.

In connection with the Rugby private placement, Rugby paid aggregate finders' fees of $45,300. All securities issued pursuant to the Rugby private placement are subject to a statutory hold period of four months plus a day from issuance in accordance with applicable securities laws of Canada. Closing of the Rugby private placement is subject to receipt of all necessary regulatory approvals and final acceptance by the TSX Venture Exchange.

Multilateral Instrument 61-101 disclosure

Certain insiders of Rugby participated in the Rugby private placement for an aggregate total of 280,000 units. The participation by such insiders is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Rugby has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related-party participation in the Rugby private placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of Rugby's market capitalization (as determined under MI 61-101).

Pampa Metals to acquire Rugby Resources

Pampa Metals and Rugby continue to advance the definitive agreement contemplated in the Feb. 19, 2025, news release, advising of the proposed acquisition by Pampa Metals of all the issued and outstanding common shares of Rugby. The acquisition is to be by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) in exchange for common shares of Pampa Metals on the basis of one Pampa Metals share for every 6.4 Rugby shares.

Based on the current number of issued and outstanding common shares of Rugby, Pampa would issue approximately 65,097,403 shares in exchange for all of the outstanding Rugby shares.

About Pampa Metals Corp.

Pampa Metals is a copper-gold exploration company listed on the Canadian Securities Exchange, the Frankfurt Stock Exchange and the OTC. In November, 2023, Pampa Metals announced it had entered into an option and joint venture agreement for the acquisition of an 80-per-cent interest in the Piuquenes copper-gold porphyry project in San Juan province, Argentina.

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