Finlay Minerals announces $500,000 Private Placement Financing

Finlay Minerals announces $500,000 Private

Placement Financing

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

/

VANCOUVER, BC

,

May 8, 2023

/CNW/ -

Finlay Minerals Ltd.

(TSXV: FYL) (OTCQB:

FYMNF) ("

Finlay

" or the "

Company

") is pleased to announce that it plans to complete a non-

brokered private placement financing to raise aggregate gross proceeds of up to

$500,000

(the

"

Private Placement

").

The Private Placement will consist of the issuance of: (i) up to 3,333,333 flow-through units ("

FT

Units

") at a price of

$0.06

per FT Unit (the "

FT Unit Price

"), with each FT Unit comprising one

common share of the Company which qualifies as a "flow-through share" within the meaning of the

Income Tax Act

(

Canada

) and one-half of a non-flow-through warrant (each whole warrant a "Unit

Warrant"), and (ii) up to 6,000,000 non-flow through units ("

NFT Units

") at a price of

$0.05

per NFT

Unit (the "

NFT Unit Price

"), with each NFT Unit comprising one non-flow-through common share of

the Company and one-half of a Unit Warrant.

Each whole Unit Warrant will entitle the holder thereof to acquire one additional non-flow-through

common share of the Company (a "

Warrant Share

") at an exercise price of

$0.10

per Warrant

Share for a period of twenty-four months from the closing of the Private Placement. The Private

Placement is expected to close on or about

May 26, 2023

.

The Company also advises that a director of the Company has agreed to subscribe for and

purchase from the Company all of the FT and NFT Units under the Private Placement that are not

acquired by other investors. The Private Placement issuance to this director will constitute a

"related party transaction" within the meaning of Policy 5.9 of the TSX Venture Exchange ("

TSX-V

")

and Multilateral Instrument 61-101 -

Protection of Minority Security Holders in Special

Transactions

("

MI 61-101

") as a result of the subscriber being a director of the Company.

Related party transactions require a formal valuation and minority shareholder approval unless

exemptions from these requirements are available. The Company is relying on the exemption from

the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its common shares

being listed on the TSX-V) and the exemption from the minority approval requirement in section

5.7(1)(b) of MI 61-101 (as neither the fair market value of the FT and NFT Units to be distributed to,

nor the consideration to be paid by the director will exceed

$2,500,000

). The Private Placement has

been unanimously approved by the independent directors of the Company, with the subscribing

director abstaining from voting.

The Private Placement is subject to certain conditions, including, but not limited to, receipt of all

necessary approvals, including the approval of the TSX-V. No finder's fees will be paid in respect of

the portion of the financing purchased by any of the directors of the Company. However, the

Company may pay a finder's fees in cash on portions of the Private Placement purchased by arm's

length investors, in accordance with the rules and policies of the TSX-V. All securities issued in the

Private Placement will be subject to a hold period pursuant to applicable Canadian securities laws

ending four months and one day after issuance.

The net proceeds from the Private Placement will be used to fund continued targeting and

exploration work on the Company's Silver Hope and ATTY Properties, as well as for working capital

purposes. The planned work on the Silver Hope will include the retention of ALS Goldspot

Discoveries for geoscience and data science review of existing and upcoming data on the property.

The review will be conducted on a regional property scale outside and including the Main Zone and

the West Horizon copper-molybdenum (Cu-Mo) porphyry. ALS Goldspot Discoveries is a technology

consultancy that leverages machine learning in developing exploration targets.

Finlay's 100%-owned Silver Hope property covers 213.11 km

2

of ground surrounding the past-

producing Equity Silver Mine in the prospective Skeena Arch region of central B.C. Silver Hope

contains the Main Trend which is a greater than 2km copper-silver-gold (Cu-Ag-Au) mineralized

trend with mineralization starting at surface. Next to the Main Trend is the West Horizon Cu-Mo

Porphyry target which is mineralized starting from surface. The Property hosts a network of forestry

roads and trails and has year-round access from

Houston, BC

.

Finlay's 100%-owned ATTY property covers 44.98 km

2

of sub-alpine terrain in the southern

Toodoggone region. The Toodoggone is a northwest-trending belt of Triassic to Jurassic arc

terranes that hosts numerous significant porphyry Cu-Au ± Ag and associated epithermal Au-Ag

deposits. The ATTY Property is situated in between Centerra Gold's Kemess Property and the

Amarc - Freeport McMoRan joint ventured Joy Property. The ATTY Property hosts the KEM target

which has similarities to the Kemess North Trend which hosts the Kemess Underground and Kemess

East deposits.

The securities being offered will not be registered under the United States Securities Act of 1933, as

amended and may not be offered or sold within

the United States

absent registration or an

exemption from the registration requirements. 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

.

Qualified Person:

Wade Barnes

, P. Geo. and Vice President, Exploration for Finlay and a qualified person as defined

by National Instrument 43-101, has approved the technical content of this news release.

About Finlay Minerals Ltd.

Finlay is a TSXV company focused on exploration for base and precious metal deposits in northern

British Columbia

.

Finlay trades under the symbol "FYL" on the TSXV and under the symbol "FYMNF" on the OTCQB.

For further information and details, please visit the Company's website at

www.finlayminerals.com

On behalf of the Board of Directors,

Robert F. Brown

, P. Eng.

President & CEO

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the

TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information:

This news release includes certain "forward-looking information"

and "forward-looking statements" (collectively, "

forward-looking statements

") within the meaning

of applicable Canadian securities legislation, including statements with respect to the planned

completion of the Private Placement, and the use of proceeds thereof. All statements in this news

release that address events or developments that we expect to occur in the future are forward-

looking statements. Forward-looking statements are statements that are not historical facts and

are generally, although not always, identified by words such as "expect", "plan", "anticipate",

"project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and

similar expressions or their negative connotations, or that events or conditions "will", "would",

"may", "could", "should" or "might" occur. All such forward-looking statements are based on the

opinions and estimates of management as of the date such statements are made. Although Finlay

believes the expectations expressed in such forward-looking statements are based on reasonable

assumptions, such statements are not guarantees of future performance and actual results or

developments may differ materially from those forward-looking statements. Factors that could

cause actual results to differ materially from those in forward-looking statements include market

prices, exploration results, availability of capital and financing and general economic, market or

business conditions, and the other risk factors described in Finlay's filings with Canadian securities

regulators on SEDAR at

www.sedar.com

. These forward-looking statements are based on a

number of assumptions including, among other things, assumptions regarding general business

and economic conditions, the timing and receipt of regulatory and governmental approvals, the

ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a

timely manner, the availability of financing for Finlay's proposed transactions and programs on

reasonable terms, and the ability of third-party service providers to deliver services in a timely

manner. Investors are cautioned that any such statements are not guarantees of future

performance and actual results or developments may differ materially from those projected in the

forward-looking statements. Finlay does not assume any obligation to update or revise its forward-

looking statements, whether as a result of new information, future or otherwise, except as required

by applicable law.

SOURCE

Finlay Minerals Ltd.

View original content:

http://www.newswire.ca/en/releases/archive/May2023/08/c0716.html

%SEDAR: 00018019E

For further information:

Finlay Minerals Ltd., Ilona Lindsay, Vice President, Corporate Relations,

Tel: 604-684-3099, [email protected]

CO: Finlay Minerals Ltd.

CNW 08:30e 08-MAY-23