OR Through U.s. Newswire Services/

Finlay Minerals Announces Closing of Non-

Brokered Private Placement of Flow-Through

Shares and Non-Flow-Through Units

/NOT FOR DISSEMINATION IN

THE UNITED STATES

OR THROUGH U.S. NEWSWIRE

SERVICES/

VANCOUVER, BC

,

June 9, 2025

/CNW/ -

Finlay Minerals Ltd.

(TSXV: FYL) (OTCQB: FYMNF)

("Finlay" or the "Company")

is pleased to announce that it has closed its non-brokered private

placement (the "

Private Placement

"), previously announced on

May 26, 2025

and

June 4, 2025

,

consisting in the issuance of: (i) 11,206,088 common shares of the Company issued on a flow-

through basis under the

Income Tax Act

(

Canada

) (each, a "

FT Share

") at a price of

$0.11

per FT

Share, and (ii) 4,400,000 non-flow-through units of the Company (each, a "

NFT Unit

") at a price of

$0.10

per NFT Unit, for aggregate gross proceeds to the Company of

$1,672,670

.

Each NFT Unit was comprised of one non-flow-through common share of the Company (each, a

"

NFT Share

") and one non-flow-through common share purchase warrant (a "

Warrant

"). Each

Warrant is exercisable by the holder thereof to acquire one NFT Share at an exercise price of

$0.20

per NFT Share until

June 9, 2027

, subject to acceleration as described in the Company's press

release dated

June 4, 2025

.

The Company intends to use the gross proceeds of the Private Placement for exploration of the

Company's SAY, JJB and Silver Hope properties, and for general working capital purposes, as more

particularly described in the amended and restated offering document in respect of the Private

Placement filed on

www.sedarplus.ca

under the Company's profile. The Company will use the gross

proceeds from the issuance of FT Shares to incur "Canadian exploration expenses" that qualify as

"flow-through critical mineral mining expenditures", as such terms are defined in the

Income Tax Act

(

Canada

).

The Private Placement was conducted pursuant to the listed issuer financing exemption under Part

5A of National Instrument 45-106 –

Prospectus Exemptions

and in reliance on the Coordinated

Blanket Order 45-935 –

Exemptions from Certain Conditions of the Listed Issuer Financing

Exemption

. The securities issued to purchasers in the Private Placement are not subject to a hold

period under applicable Canadian securities laws. The securities issued to certain insiders of the

Company that participated in the Private Placement are subject to a hold period expiring on

October

10, 2025

in accordance with the policies of the TSX Venture Exchange (the "

TSXV

"). The Private

Placement is subject to the final approval of the TSXV.

The Company paid aggregate cash finder's fees of

$89,196

and granted 829,145 non-transferable

finder warrants (each, a "

Finder Warrant

") to arm's length finders of the Company, as

compensation for locating purchasers in the Private Placement. Each Finder Warrant entitles the

holder thereof to purchase one non-flow-through common share of the Company at an exercise price

of

$0.20

per share until

June 9, 2027

. The Finder Warrants and the common shares issued on

exercise thereof are subject to a hold period expiring on

October 10, 2025

in accordance with

applicable securities laws.

Gordon Steblin

, the Chief Financial Officer of the Company, participated in the Private Placement by

subscribing for 200,000 FT Shares, which constitutes a related party transaction pursuant to

Multilateral Instrument 61-101 –

Protection of Minority Security Holders in Special Transactions

("

MI 61-101

"). There has not been a material change in the percentage of the outstanding securities

of the Company that are owned by Mr. Steblin as a result of his participation in the Private

Placement. The Company is exempt from the requirements to obtain a formal valuation and minority

shareholder approval in connection with the participation of the insider in the Private Placement in

reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as

the fair market value of the insider participation does not exceed 25% of the Company's market

capitalization as determined in accordance with MI 61-101. The Company obtained approval by the

board of directors of the Company to the Private Placement. No materially contrary view or

abstention was expressed or made by any director of the Company in relation thereto. The

Company did not file a material change report less than 21 days before the expected closing date of

the Private Placement as the insider participation was not settled until shortly prior to closing and the

Company wished to close on an expedited basis for sound business reasons.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall

there be any sale of the securities in

the United States

or in any other jurisdiction in which such offer,

solicitation or sale would be unlawful. The securities have not been registered under the

United

States Securities Act of 1933

, as amended, and may not be offered or sold in

the United States

absent registration or an applicable exemption from the registration requirements thereunder.

About Finlay Minerals Ltd.

Finlay is a TSXV company focused on exploration for base and precious metal deposits through the

advancement of its ATTY, PIL, JJB, SAY and Silver Hope Properties; these properties host copper-

gold porphyry and gold-silver epithermal targets within different porphyry districts of northern and

central BC. Each property is located in areas of recent development and porphyry discoveries with

the advantage of hosting the potential for new discoveries.

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

,

Executive Chairman of the Board & Director

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. 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 final approval for the Private Placement

from the TSXV and the planned use of proceeds for the Private Placement. 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 the ability

to obtain regulatory approval for the Private Placement, the state of equity markets in

Canada

and

other jurisdictions, 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,

and accordingly undue reliance should not be put on

such statements due to the inherent uncertainty therein. 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 to download multimedia:

http://www.newswire.ca/en/releases/archive/June2025/09/c0178.html

%SEDAR: 00018019E

For further information:

For further information, contact: Finlay Minerals Ltd., Ilona Barakso

Lindsay, President, CEO & Director, Tel: 604-684-3099, [email protected]

CO: Finlay Minerals Ltd.

CNW 22:20e 09-JUN-25