Pacific Bay Closes Financing and Atlin Goldfields Option, Announces Management Changes

Vancouver, British Columbia, July 21, 2022.

Pacific Bay Minerals Ltd. (TSX Venture: PBM, “Pacific Bay” or the “Company”) is pleased to announce the closing of the definitive option agreement (the “Agreement”) to acquire up to a 100% interest in the Atlin Goldfields Property in northern BC from Brixton Metals Corp. and related non-brokered private placement. Also, the Company announces changes to the executive management structure including the appointment of a new director.

Pursuant to the Agreement, and in consideration for entering into the Agreement, the Company, paid $100,000 cash and issued 1,000,000 shares to Brixton. Full details of the Agreement are outlined below.

Concurrent with closing of the Agreement, the Company issued 7,365,873 units at $0.07 per unit (the “Units”) for gross proceeds of $515,611.11 (the “Financing”). Each Unit consists of one share and one warrant to purchase one additional share at $0.10 for a period of 36 months. In connection with the Financing, the Company paid 7% cash finders’ fees totaling $27,058.51 and issued 386,550 finders’ warrants entitling the holders to purchase one common share per warrant at a price of $0.10 cents per share for 36 months. Net proceeds of the Financing will be used for exploration and general working capital purposes.

All securities issued as a result of the Private Placement are subject to a statutory hold period of four months expiring November 21, 2022.

Terms of the Agreement

Under the terms of the Agreement, Pacific Bay may acquire up to a 100% interest in the Atlin Goldfields project, by completing the following:

  1. Pacific Bay shall pay $100,000 in cash and issue 1,000,000 Pacific Bay Shares upon the later of: (i) the execution of the Agreement; (ii) the completion of the Financing; and (iii) the approval of the TSX Venture exchange for the issuance of Pacific Bay Shares as contemplated by the Agreement.
  2. Pacific Bay can earn a 51% interest in the Property by completing $3,500,000 in Exploration Expenditures, paying $1,600,000 cash, and issuing 4,250,000 Pacific Bay Shares, on or before the 4th anniversary of the closing of the Agreement.
  3. If the 51% interest earn-in has been completed, Pacific Bay may earn an additional 49% interest in the Property by completing an additional $3,500,000 in Exploration Expenditures, paying $1,500,000 cash, and issuing 5,000,000 Pacific Bay Shares, on or before the 7th anniversary of the closing of the Agreement.

If Pacific Bay exercises the 51% earn-in and elects to not exercise the additional 49% earn-in, Pacific Bay and Brixton will enter into a joint venture whereby the interest in the property will revert to 49% in favor of Pacific Bay and 51% in favor of Brixton, with each party then participating in programs and budgets according to their pro-rata interests.

If Pacific Bay completes the option and acquires 100% of the Property, Brixton will retain a 2% Net Smelter Return Royalty (NSR), with 1% of the NSR purchasable at any time by Pacific Bay for $2,500,000. The Property is subject to a number of additional underlying royalties in favour of other vendors.

All values in Canadian dollars.

Event Cash Shares Exploration Expenditures
Upon Signing LOI (paid) $25,000
Completion of the Agreement (paid) $100,000 1,000,000*** (paid)
1st Anniversary $200,000 1,000,000 $500,000
2nd Anniversary $250,000 1,000,000 $1,000,000
3rd Anniversary $500,000 1,000,000 $1,000,000
4th Anniversary* $650,000 1,250,000 $1,000,000
5th Anniversary $500,000 1,000,000 $1,000,000
6th Anniversary $500,000 2,000,000 $1,000,000
7th Anniversary** $500,000 2,000,000 $1,500,000
*51% Earned $1,725,000 5,250,000 $3,500,000
**100% Earned $3,225,000 10,250,000 $7,000,000
*** share issuance amended pursuant to an amending agreement for the extension of the closing of the Financing

Note: The Anniversary date is based on closing of the Agreement.

Reorganization of Management

Pacific Bay also announces, effective immediately, that long time President & CEO David H. Brett is stepping down and will remain with the Company as non-executive Chair of the Board. Antonio Vespa, P.Eng., Director and Vice President, Operations of Pacific Bay Minerals since September, 2020, has been appointed President & CEO and Director. In addition, Cameron MacDonald has been appointed to the board of directors.

“Pacific Bay is indebted to David for his long years of service to the Company and we are fortunate to have his considerable experience in the mining industry remain with the team,” said new PBM CEO Antonio Vespa. “We are confident we have a solid management group that can move the Company aggressively forward.”

“I am very gratified that Pacific Bay has been able to attract such a talented and dedicated management group,” said outgoing President & CEO David H. Brett. “Unlocking the exciting potential of the Atlin project will require a lot of focus and energy, and I believe PBM is now poised for growth.”

“We are pleased to be adding a quality project to our portfolio of projects and excited to commence our exploration program this season.” said PBM VP Ex Sebastien Ah Fat.

“As we move ahead with Atlin, we are mindful of our impact and would like to see the project include and benefit local First Nations as well as surrounding communities,” said Pacific Bay VP of Corporate Development Helder Carvalho. “We look forward to meaningfully engaging with local communities in a spirit of mutual understanding and respect.”

Antonio Vespa, P.Eng. joined Pacific Bay in September 2020 as Director and VP Operations. Since that time, he has been instrumental in defining a new vision for the Company culminating in the closing of the Agreement with Brixton. Antonio is a Professional Chemical Engineer with broad experience in the design, construction and overall project management of energy facilities.

Cameron MacDonald is a seasoned executive in the natural resources sector. He brings over 18 years of experience in capital markets, M&A, banking, financial management and operations from over 80 public and private companies. Based in Calgary, Alberta, Mr. MacDonald is currently a director of Aurwest Resources and President & CEO of Tenth Avenue Petroleum. “Pacific Bay is entering a key stage of its growth and I am happy to have been invited to offer my expertise in support of the exciting management team,” said Mr. MacDonald.

The PBM board now stands at five directors: David H. Brett, Antonio Vespa, Bill Smith, Frank Moyle and Cameron MacDonald.

PBM’s management team includes: Antonio Vespa, P.Eng., President & CEO; Sebastien Ah Fat, P.Geo., Vice President, Exploration; Helder Carvalho, Vice President, Corporate Development, & Leanora Brett, Chief Financial Officer & Corporate Secretary.

Pacific Bay also announces that it has entered into an investor relations services agreement with NAI Interactive Ltd. of Vancouver (“NAI”) whereby NAI will provide investor communications services to PBM for a period of 6 months for a one-time fee of $15,000.

Sebastien Ah Fat, P.Geo., Vice President, Exploration for Pacific Bay and a qualified person as defined by National Instrument 43-101, has reviewed and approved the technical information contained in this news release.

On Behalf of the Board of Directors

David Brett, Chair

(604) 682-2421

Helder Carvalho, Vice President, Corporate Development / Twitter / LinkedIn

This news release contains “forward‐looking statements” within the meaning of Canadian securities legislation. Forward‐looking statements include, but are not limited to, statements with respect to: the expected size and use of proceeds of the Offering, the timing for and expected completion of a definitive option agreement, plans relating to exploration of the Property, the magnitude and quality of the Property, spending commitments, and regulatory approvals (including approvals of the TSXV). Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Pacific Bay will operate in the future. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward‐looking statements include, amongst others, the global economic climate, dilution, share price volatility and competition, results of exploration activities and development of the Property, risks associated with the completion of a definitive option agreement for the Property or that any such agreement may be terminated or the option not exercised, risks relating to regulatory approvals, and the ability of the Company to complete the Offering as contemplated or at all. Although Pacific Bay has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking statements. Pacific Bay does not undertake to update any forward‐looking statements, except in accordance with applicable securities laws.

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.