Pacific Bay Minerals Amends Terms of Private Placement

May 29, 2023, Vancouver, British Columbia – Pacific Bay Minerals Ltd. (TSXV: PBM) (“PacBay” or the “Company announces that, further to its press release dated May 15, 2023, and due to challenging market conditions, it has amended the terms of it’s previously announced non-brokered private placement (the “Offering”). The Company has reduced the price of the units (“Units”) under the Offering from $0.07 per Unit to $0.05 per Unit. Each Unit will now be comprised of one common share in the capital of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share for a period of 36 months from the closing date of the offering, at an exercise price of $0.10 per Share. 

Pursuant to the amended terms of the Offering, the Company will issue up to 10,000,000 Units, for total gross proceeds of up to $500,000. The Offering is expected to close in June, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. Proceeds from the Offering will be used to advance the ongoing exploration at the Atlin Goldfields Property optioned by the Company in northern British Columbia, for the repayment of certain debt obligations and for general working capital purposes. In connection with the Offering, certain finders may receive a cash fee and / or non-transferable finder warrants. 

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.

The Company has an option to earn a 100% interest in the Atlin Goldfields Property, an early stage exploration project containing the Yellowjacket deposit among several other prospective gold projects neighbouring the Atlin run-of-river hydroelectric project. The Yellowjacket deposit contains a historic resource of gold mineralization located 10km away from the town of Atlin and has year-round road access. 

Contact Information

Reagan Glazier

Chief Executive Officer, President

Telephone: +1 403 815 6663 or +1 604 558 5847

reagan@pacificbayminerals.com

http://www.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", 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, the Company’s plans regarding the Atlin Goldfields Property 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. Such uncertainties and risks may include, among others, actual results of the Company's exploration activities being different than those expected by management, delays in obtaining or failure to obtain required government or other regulatory approvals, the ability to obtain adequate financing to conduct its planned exploration programs, inability to procure labour, equipment and supplies in sufficient quantities and on a timely basis, equipment breakdown, and bad weather. 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 almost always 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.