Pacific Booker Minerals Inc.

Pacific Booker Minerals Inc. announced the adoption of an Advance Notice Policy for director elections by its Board of Directors. The policy aims to provide a clear process for director nominations, ensuring shareholders receive sufficient information and time for deliberation before voting. It sets specific deadlines and information requirements for shareholder nominations, which will be subject to shareholder approval at the upcoming annual general meeting.

Pacific Booker Minerals Inc. announced it will not proceed with its previously announced private placement from April 30, 2026. Instead, the company plans a new non-brokered private placement to raise up to $4,000,001.90. This offering involves selling up to 1,860,466 units at $2.15 each, with each unit comprising one common share and one warrant exercisable at $2.37 for 36 months. The funds are intended to complete a new preliminary economic assessment for its Morrison project and for general corporate purposes, subject to TSX Venture Exchange approval.

Pacific Booker Minerals Inc. confirmed that American Eagle Gold Corp. has terminated its unsolicited take-over bid for all outstanding common shares of Pacific Booker. Following this development, Pacific Booker will proceed with its previously announced strategic review process, which is being overseen by an independent Special Committee of the Board. Additionally, the company issued a correction regarding a prior press release, clarifying that Kent Zehr's professional engineer status had lapsed.

INFOR Financial Inc. issued an independent fairness opinion, concluding that American Eagle Gold Corp.'s unsolicited offer for Pacific Booker Minerals Inc. is financially inadequate for shareholders. Pacific Booker's Special Committee is continuing its strategic review to maximize shareholder value, exploring options including alternative transactions, asset sales, or remaining independent. The company also established a Technical Advisory Board, chaired by Leo Hathaway, to enhance technical oversight and support project development, further strengthening its position.

Pacific Booker Minerals Inc. has engaged Tetra Tech Canada Inc. to conduct a technical review and data compilation for its wholly owned Morrison Project in central British Columbia. This four-week engagement will involve organizing historical technical information and preparing a conceptual-level economic assessment. The work is intended to support the company's strategic review process and facilitate technical evaluation, potentially forming the basis for a future Preliminary Economic Assessment.

Pacific Booker Minerals Inc. announced the engagement of INFOR Financial Inc. to provide an Independent Fairness Opinion to its Special Committee. This opinion will assess the adequacy of the consideration offered in the unsolicited all-share takeover bid by American Eagle Gold Corp. The company's Board had previously established a Special Committee and recommended that shareholders not tender their shares to the hostile bid.

Pacific Booker Minerals Inc.'s Board of Directors unanimously recommended shareholders reject American Eagle Gold Corp.'s unsolicited all-share takeover bid. The Board, supported by an inadequacy opinion from RCI Capital, stated the bid significantly undervalues the company's Morrison Project, representing a 45% discount to its recent share price and up to an 89% discount compared to peer transactions. Pacific Booker also announced the appointment of Jonathan McCullough as a new director and is initiating a broader strategic review to explore alternatives and maximize shareholder value.

Pacific Booker Minerals Inc. announced a non-brokered private placement to raise up to $3,000,228 by selling 1,260,600 units at $2.38 each. Each unit includes a common share and a warrant exercisable at $2.74 for 36 months, with proceeds intended for a preliminary economic assessment of its Morrison project and general corporate purposes. Additionally, the company granted 250,000 stock options to new director Jonathan McCullough, exercisable at $2.80 per share and expiring in three years.