Pacific Booker Minerals Inc. (TSX-V: BKM) (OTC Pink: PBMLF) announced the closing of its previously announced upsized non-brokered private placement, subject to final TSX Venture Exchange approval, raising gross proceeds of $12,000,002.04 through the issuance of 5,128,206 units at a price of $2.34 per Unit. Each Unit consists of one common share of the Company and one common share purchase warrant. Each Warrant entitles the holder thereof to acquire one Common Share from the Company at a price of $2.75 per Common Share for a period of 36 months from the closing date of the Offering. The Warrants are transferable, subject to the consent of the Company.

Upon completion of the private placement, John Robins became an insider of the Company on a diluted basis as a result of his participation in the financing.

The Company intends to use the net proceeds from the Offering to advance the Morrison project and for general corporate purposes.

The closing of the Offering is subject to certain conditions customary for a private placement of this nature. All securities issued pursuant to the Offering are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the closing date of the Offering. Subscribers under the Offering also agreed to a contractual lock-up period of six months following the closing of the Offering, during which period the subscribers may not sell or otherwise transfer any securities purchased under the Offering without the consent of the Company, subject to customary exceptions.

Certain “related parties” (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) participated in the Offering on the same terms as arms’-length investors. Participation in the Offering by each such related party constitutes a “related party transaction” for the purposes of MI 61-101. The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation’s market capitalization.

No finder’s fees, commissions or other fees are payable in connection with the Offering.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.