Vancouver, British Columbia--(Newsfile Corp. - March 18, 2024) - Pacific Bay Minerals Ltd. (TSXV: PBM) ("PacBay" or the "Company") announces a non-brokered private placement for the proceeds of up to $250,030 ("the Financing").

The Financing will consist of (i) 3 million Units (the "Units") at a price of $0.05 per Unit and (ii) approximately 1,429,000 flow-through units (the "FT Units") offered at a price of $0.07 per FT Unit. Each Unit will comprise one common share and one common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each FT Unit will consist of one charity flow-through common share and one Warrant to be issued on a non-flow-through basis. Each Warrant shall be exercisable into one additional common share for twenty-four months from closing at an exercise price of C$0.08 per Warrant. In accordance with the policies of the TSX Venture Exchange (the "Exchange"), the Company may pay a finder's fee of up to a 7% cash for subscriptions to the Financing.

The Offering is expected to close on or about April 1, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. The securities issued pursuant to the Offering will be subject to a four month hold period from the date of closing of the Offering.

Certain insiders of the Company may participate in the Financing. The issuance of Units to insiders of the Company pursuant to the Financing will be considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the Financing by insiders will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

PacBay intends to use the funds to acquire and develop its portfolio of critical mineral exploration projects in British Columbia, Canada and for working capital and general corporate purposes. The aggregate gross proceeds raised from the FT units will be used before 2025 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66.1(60) of the Income Tax Act (Canada) (the "Tax Act"), that will qualify as "critical mineral flow through mining expenditures" within the meaning of the Tax Act.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Pacific Bay Minerals Ltd.

Pacific Bay Minerals is a Canadian mineral exploration company engaged in the acquisition, exploration, and development of mining projects. Pacific Bay Minerals is focused on its 100% owned properties located in British Columbia: Wheaton Creek Gold, Haskins Reed Polymetalic, and Weaver Gold.

Contact Information

Reagan Glazier
Chief Executive Officer, President
Telephone: +1 403 815 6663
reagan@pacificbayminerals.com

Neither the 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.

This News Release contains forward-looking statements, which relate to future events. In some cases, you can identify forward-looking statements by terminology such as "will", "may", "should", "expects", "plans", "intends", or "anticipates" or the negative of these terms or other comparable terminology. All statements included herein, other than statements of historical fact, are forward looking statements, including but not limited to the Company's expectations regarding the closing date of the Offering, the anticipated size of the Offering and other matters. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking-statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect the Company's current judgment regarding the direction of its business, actual results will may vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggestions herein. Except as required by applicable law, the Company does not intend to update any forward-looking statements to conform these statements to actual results.

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