Pacific Bay Financing, Shares for Debt, Share Consolidation
14517245.1
Pacific Bay Financing, Shares for Debt, Share Consolidation
For Immediate Release. Vancouver, British Columbia, September 14, 2018. David H.
Brett, President and CEO, Pacific Bay Minerals Ltd. (TSX Venture: PBM, “Pacific Bay” or
the “Company”) reports that it intends to proceed with a consolidation of its share capital
on a 5:1 basis (the “Consolidation”). The Consolidation as approved by shareholders of
the Company at its recently completed annual general meeting. Concurrently with the
Consolidation, the Company plans to issue 6,088,588 post-Consolidation common
shares in settlement of $ 608,858 in debt at a deemed post-Consolidation price of $0.10
per share (all prices in this release are on a post-Consolidation basis), and raise up to
$500,000 (the “Offering”) through non-brokered private placements of 2 million flow-
through units at $0.15 (the “FT Units”) per unit and 2 million non-flow through units at
$0.10 per unit (the “NFT Units”). The FT units will consist of one common share and one
full warrant to purchase an additional NFT common share at $0.25 per share for a period
of one year. The NFT Units will consist of one common share and one full warrant to
purchase an additional NFT common share at $0.20 for a period of one year. All of the
foregoing transactions are subject to the approval of the TSX Venture Exchange.
The Company plans to pay finders fees on all or part of the Offering. Proceeds from the
issuance of the FT Units will be used to explore the Company’s Haskins-Reed
Polymetalic Property near Cassiar in northern BC and its other BC mineral properties.
Proceeds of the NFT Units will be used for general working capital purposes.
The Offering will be available to existing securityholders of the Company utilizing BC
Instrument 45-534 Exemption from Prospectus Requirements for Certain Trades to
Existing Securityholders and other provincial equivalents (collectively, the “Existing
Security Holder Exemptions”). The Company will make the Offering available to all
shareholders of the Company as of September 12th, 2018 (the “Record Date”) who are
eligible to participate under the Existing Security Holder Exemptions and who have
notified the Company of their intention to participate in the Offering. The Existing
Security Holder Exemptions limit a shareholder to a maximum investment of $15,000
unless the shareholder certifies in the subscription agreement that he or she has
obtained advice regarding the suitability of the investment from a registered investment
dealer or otherwise qualifies to rely on another private placement exemption.
In the subscription agreement, shareholders will be required to certify that, on or before
the Record Date, they acquired and held, common shares of the Company. Each
Pacific Bay Minerals Ltd.
120 – 601 W. Cordova Street
Vancouver, BC, V6B 1G1
Phone: 604-682-2421
14517245.1
existing shareholder on the Record Date will be entitled to purchase FT Units and/or
NFT Units which will be allocated by the Company on a first come, first served basis
such that it is possible that a subscription received from a shareholder may not be
accepted by the Company if the Offering is over subscribed. Any person who becomes
a shareholder of the Company after the Record Date shall not be entitled to participate in
the Offering under the Existing Security Holder Exemptions. There is no minimum size of
the Offering.
Currently, a total of 36,811,824 common shares of the Company are issued and
outstanding, and after the Consolidation the Company will have 7,362,364 issued and
outstanding common shares. The Company expects that it will obtain a new CUSIP
number for the Company's shares, however the Company’s current name and trading
symbol will remain unchanged. The Company will provide further information regarding
the effective date of the Consolidation in the near future.
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.