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FYL.V ·

Finlay Minerals announces Proposed Private Placement Flow-Through Financing of up to $300,000 /NOT FOR DISTRIBUTION TO

Financings

Finlay Minerals announces Proposed Private

Placement Flow-Through Financing of up to

$300,000

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

/

VANCOUVER, BC

,

Oct. 28, 2021

/CNW/ -

Finlay Minerals Ltd.

(TSXV: FYL) ("

Finlay

" or the

"

Company

") is pleased to announce a proposed non-brokered flow-through private placement

financing for aggregate gross proceeds of up to

$300,000

(the "

Private Placement

").

The Private Placement will consist of up to 1,666,666 flow-through units ("

FT Units

"), at a price of

$0.18

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 Unit Warrant.

Each Unit Warrant shall entitle the holder thereof to acquire one additional common share of the

Company (each, a "

Warrant Share

") at an exercise price of

$0.25

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

November 15, 2021

.

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

purchase from the Company 833,333 FT Units under the Private Placement. The Private Placement

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 and insider (as

defined under applicable securities laws) 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 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. Further, depending on market conditions,

the Company may pay a finder's fee on a portion of the Private Placement in accordance with the

rules and policies of the TSX-V.

The net proceeds from the Private Placement will be used to fund continued Induced Polarization

geophysical surveys of the Equity East and Allin Zones, geological mapping and sampling, and

further core drilling of priority Equity Silver and porphyry copper-type targets on the Silver Hope

Property.

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

.

About Finlay Minerals Ltd.

Finlay is a TSX Venture Exchange company focused on exploration for base and precious metal

deposits in northern

British Columbia

. The Company's properties are:

the

Silver Hope

Property, which surrounds the former Equity Silver Mine, includes the 2020

newly discovered Equity East target, porphyry copper-molybdenum mineralization discovered in

2010, along with three silver-copper mineralized zones, in a contiguous trend with the mined-out

deposits of the former Equity Silver Mine (71 million oz. silver, 185 million lbs. copper and

508,000 oz. gold;

Reference:

http://minfile.gov.bc.ca/Summary.aspx?minfilno=093L++001

).

the

ATTY

Property which is contiguous to the north side of the Kemess East deposit and

adjacent to the Kemess Underground deposit of Centerra Gold Inc., and

the

PIL

Property, which is adjacent to TDG Gold's Baker Mine and contiguous with AMARC

Resource's Joy property on which Freeport-McMoran has signed an option agreement with

Amarc Resources.

Finlay Minerals Ltd. trades under the symbol "FYL" on the TSX Venture Exchange. 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 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.

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. 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. Forward-looking statements in this news

release include statements regarding, among others, the anticipated closing of the Private

Placement, the anticipated size of the Private Placement, the receipt of approval from the TSX

Venture Exchange, the expected use of proceeds from the Private Placement and the exploration

plans for the Company's properties. 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 successes, and continued

availability of capital and financing and general economic, market or business conditions. 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/October2021/28/c8947.html

%SEDAR: 00018019E

For further information:

Finlay Minerals Ltd., Robert Brown, President & CEO, Tel: 604-684-3099,

[email protected]

CO: Finlay Minerals Ltd.

CNW 20:18e 28-OCT-21