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Enter Symbol
or Name
USA
CA



Pambili Natural Resources Corp (2)
Symbol PNN
Shares Issued 54,952,358
Close 2025-06-11 C$ 0.035
Market Cap C$ 1,923,333
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Pambili delays 2024 results filing until Aug. 31

2025-06-11 18:56 ET - News Release

Subject: Pambili (TSXV: PNN) news release for immediate dissemination Word Document

File: '\\swfile\EmailIn\20250611 153953 Attachment 25.06.11 PNN NR MCTO Update.docx'

NEWS RELEASE

Revised disclosure on Management Cease Trade Order

[NOT FOR DISTRIBUTION TO U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES]

CALGARY, Canada (June 11, 2025)--On May 08, 2025 Pambili Natural Resources Company ("Pambili" or the "Company") (TSXV: PNN) announced it had been granted a management cease trade order (the "Announcement"), following its inability to file its audited annual financial statements, management's discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2024 (the "Required Filings") by the filing deadline of April 30, 2025, and as a result is in default of its obligations under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations.

The Company wishes to provide an update regarding the status of its audit and the anticipated filing of the Required Filings, and the interim financial statements for the three-month period ended March 31, 2025 (the "Interim Statements").

At this time, the audit of the Required Filings has not formally commenced. While the Company has completed its internal preparation and assembled preliminary financial reports, no audit procedures have been initiated by the external auditor due to a delay in securing the required funding to proceed.

The recent capital raise (announced on April 07, 2025), while helpful, was not sufficient to cover both an urgent, non-deferrable interest payment and the initial financial obligations required by the auditor. Originally, the Company intended to make a partial deposit to initiate the audit process; however, the auditor has since revised their terms and now requires full payment upfront before beginning audit work. This change in payment structure, combined with competing financial obligations, has resulted in a further delay.

The Company is actively pursuing additional financing and continues to prioritize securing the necessary funds to satisfy the auditor's upfront fee requirements. Upon confirmation of available funding, the Company will coordinate with the auditor to finalize a commencement date. Based on discussions with the auditor, the audit is expected to be completed within approximately thirty (30) days of commencement.

As a result of the above, the Company now anticipates filing:

The Required Filings, by August 31, 2025, and

The Interim Filings, by September 05, 2025.

The Company remains committed to completing its financial reporting obligations as soon as reasonably possible and will provide further updates as new information becomes available.

The Company confirms that since the date of the Announcement: (i) there has been no material change to the information set out in the Announcement that has not been generally disclosed; (ii) the Company is satisfying and confirms that it intends to continue to satisfy the provisions of the "alternative information guidelines" under National Policy 12-203 Management Cease Trade Orders ("NP 12-203") and issue bi-weekly default status reports for so long as the delay in filing the Required Filings is continuing, each of which will be issued in the form of a news release; (iii) there has not been any other specified default by the Company under NP 12-203; (iv) the Company is not subject to any insolvency proceedings; and (v) there is no material information concerning the affairs of the Company that has not been generally disclosed.

About Pambili Natural Resources Company: Pambili Natural Resources Company is a natural resources exploration and development company (www.pambilinrc.com) currently active in Zimbabwe.

For further information, contact:

Pambili Natural Resources Company

Jon Harris (CEO)

T: 403 277 4421

E: jon.harris@pambilinrc.com

Neither 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.

Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as "believes", "may", "likely", "plans", or similar words. Forward- looking statements included in this news release include statements with respect to activities in Zimbabwe. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Company does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.

PDF Document

File: Attachment 25.06.11 PNN NR MCTO Update.pdf

NEWS RELEASE

Revised disclosure on Management Cease Trade Order

[NOT FOR DISTRIBUTION TO U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES]

CALGARY, Canada (June 11, 2025)--On May 08, 2025 Pambili Natural Resources Company ("Pambili" or the "Company") (TSXV: PNN) announced it had been granted a management cease trade order (the "Announcement"), following its inability to file its audited annual financial statements, management's discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2024 (the "Required Filings") by the filing deadline of April 30, 2025, and as a result is in default of its obligations under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations.

The Company wishes to provide an update regarding the status of its audit and the anticipated filing of the Required Filings, and the interim financial statements for the three-month period ended March 31, 2025 (the "Interim Statements").

At this time, the audit of the Required Filings has not formally commenced. While the Company has completed its internal preparation and assembled preliminary financial reports, no audit procedures

have been initiated by the external auditor due to a delay in securing the required funding to proceed.

The recent capital raise (announced on April 07, 2025), while helpful, was not sufficient to cover both an urgent, non-deferrable interest payment and the initial financial obligations required by the auditor. Originally, the Company intended to make a partial deposit to initiate the audit process; however, the auditor has since revised their terms and now requires full payment upfront before beginning audit work. This change in payment structure, combined with competing financial obligations, has resulted in a further delay.

The Company is actively pursuing additional financing and continues to prioritize securing the necessary funds to satisfy the auditor's upfront fee requirements. Upon confirmation of available funding, the Company will coordinate with the auditor to finalize a commencement date. Based on discussions with the auditor, the audit is expected to be completed within approximately thirty (30) days of commencement.

As a result of the above, the Company now anticipates filing:

dot The Required Filings, by August 31, 2025, and

dot The Interim Filings, by September 05, 2025.

The Company remains committed to completing its financial reporting obligations as soon as reasonably possible and will provide further updates as new information becomes available.

The Company confirms that since the date of the Announcement: (i) there has been no material change to the information set out in the Announcement that has not been generally disclosed; (ii) the Company is satisfying and confirms that it intends to continue to satisfy the provisions of the "alternative information guidelines" under National Policy 12-203 Management Cease Trade Orders ("NP 12-203") and issue bi-weekly default status reports for so long as the delay in filing the Required Filings is continuing, each of which will be issued in the form of a news release; (iii) there has not been any other specified default by the Company under NP 12-203; (iv) the Company is not subject to any insolvency proceedings; and (v) there is no material information concerning the affairs of the Company that has not been generally disclosed.

About Pambili Natural Resources Company: Pambili Natural Resources Company is a natural resources exploration and development company (www.pambilinrc.com) currently active in Zimbabwe.

For further information, contact:

Pambili Natural Resources Company Jon Harris (CEO) T: 403 277 4421 E: jon.harris@pambilinrc.com

Neither 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.

Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as "believes", "may", "likely", "plans", or similar words. Forward- looking statements included in this news release include statements with respect to activities in Zimbabwe. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Company does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.

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