Pacific Bay Options Two BC Gold Properties Private Placement, Shares for Debt, Amended Property Agreement

February
26
2013

For Immediate Release.  Vancouver, British Columbia, February 26, 2014.  David H. Brett, President and CEO, Pacific Bay Minerals Ltd. (TSX Venture: PBM, the “Company”) reports that the Company has entered into an option agreement to acquire 100% of the Lode Gold Property in the New Westminster Mining Division, BC and 100% of the Boulder Gold Property in the Stikine Mining Division. A 1996 seven-hole diamond drilling program on the Lode Gold property reportedly intersected significant gold mineralization, including 8.61 gpt Au and 46.2 gpt Ag over a drilling interval of 3.05 metres and 4.68 gpt Au and 383.7 gpt Ag over a drilling interval of 6.10 metres. The Boulder Gold Property, located near the Tournigan River, has been the site of significant placer gold operations but minimal hard rock gold exploration to date.

“These two gold properties provide Pacific Bay with significant exploration potential and upside to possible escalation in gold prices over the near and medium term,” said Pacific Bay President David H. Brett. “This acquisition will add to our portfolio of properties in BC, where management has tremendous experience and the climate for mineral exploration is stable and growing in favourability.”

Under the option agreements, both with the same beneficial owner, subject to the approval of the TSX Venture Exchange, the Company will issue, for the Lode Gold Property, 1,500,000 shares as follows: 250,000 shares upon acceptance of the TSX Venture Exchange of the terms of this agreement (“Acceptance”) on the 1st anniversary following Acceptance, 300,000 shares, on the 2nd anniversary following Acceptance, 450,000 shares, on the 3rd anniversary following Acceptance, 500,000 shares. For the Boulder Gold Property, 5,000,000 shares as follows: 750,000 shares upon Acceptance, on the 1st anniversary following Acceptance, 1,000,000 shares, on the 2nd anniversary following Acceptance, 1,250,000 shares, on the 3rd anniversary following Acceptance, 2,000,000 shares. Both properties are subject to a 3% NSR, 2% of which are purchasable for $1.5 million per percentage point, with the remaining 1% not purchasable. The vendor has also agreed under the option agreement to acquire 1,000,000 shares at $0.05 under the private placement described below.

The Company has resolved to settle debts totalling $150,000 ($140,000 of which is owing to two  directors) through issuance of 3,300,000 shares at $0.05 per share, to issue 2,000,000 units by way of private placements at $0.05 for proceeds of $100,000 for general working capital purposes, and to issue 1,000,000 shares in lieu of $62,000 in final outstanding cash option payments to fully complete purchase of 100% of the Haskins – Reed Cu-Pb-Zn-Ag-Au-Mo-Bi property in BC.  The private placement units will consist of one common share and one common share purchase warrant at $0.10 exercisable for one year.  The private placement, debt settlement and amended property agreement announced August 22, 2013 did not proceed and is replaced with the presently disclosed arrangements.

The technical disclosures in this news release were reviewed and approved by Doug Blanchflower, P. Geo., a Qualified Person, as defined by National Instrument 43-101.

Pacific Bay Minerals Ltd.

Per/

David H. Brett, MBA,

President & CEO

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.