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PBM.V ·

Pacific Bay Minerals Increases Financing to $350,000

Financings

Pacific Bay Minerals Increases Financing to

$350,000

Vancouver, British Columbia--(Newsfile Corp. - March 26, 2024) - Pacific Bay Minerals Ltd. (TSXV:

PBM ) ("Pacific Bay" or the "Company") reports that its previously announced non-brokered private

placement ("

the Financing

") of flow-through and non-flow-through units (collectively, the "Units) has

been increased by $100,000 for gross proceeds of up to $350,000, now consisting of $150,000 non-

flow-through units (the "

Hard Units

") and $200,000 flow-through units (the "

Flow-through Units

").

Each Hard Unit will consist of one common share and one common share purchase warrant (each, a

"

Warrant

"). Each Flow-through Unit will consist of one flow-through common share (within the meaning

of the

Income Tax Act

(Canada) (the "

Tax Act

")) and one Warrant. Each Warrant shall be exercisable

into one additional common share for twenty-four months from closing at an exercise price of C$0.08 per

Warrant. In accordance with the policies of the TSX Venture Exchange (the "

Exchange

"), the Company

may pay a finder's fee of up to a 7% cash for subscriptions to the Financing.

The Financing is expected to close on or about April 1, 2024, and is subject to certain conditions

including, but not limited to, the receipt of all necessary regulatory approvals. The securities issued

pursuant to the Financing will be subject to a four-month hold period from the date of closing of the

Financing.

Certain insiders of the Company may participate in the Financing. The issuance of Units to insiders of

the Company pursuant to the Financing will be considered related party transactions within the meaning

of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -

Protection of Minority Security

Holders in Special Transaction

("

MI 61-101

"). The Company intends to rely on exemptions from the

formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in

respect of such insider participation, based on a determination that fair market value of the participation

in the Financing by insiders will not exceed 25% of the market capitalization of the Company, as

determined in accordance with MI 61-101.

Pacific Bay intends to use the funds to acquire and develop its portfolio of critical mineral exploration

projects in British Columbia, Canada and for working capital and general corporate purposes. The

aggregate gross proceeds raised from the Flow-through units will be used before 2025 for general

exploration expenditures which will constitute Canadian exploration expenses (within the meaning of

subsection 66.1(60) of the Tax Act. A portion of the gross proceeds from the Flow-through Units will also

be used for expenditures that will qualify as "critical mineral flow through mining expenditures" within the

meaning of the Tax Act.

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.

Pacific Bay Minerals is a Canadian mineral exploration company engaged in the acquisition,

exploration, and development of mining projects. Pacific Bay Minerals is focused on its 100% owned

properties located in British Columbia: Sphinx Mountain Rare Earths, Wheaton Creek Gold, Haskins

Reed Polymetallic, and Weaver Gold.

Contact Information

Reagan Glazier

Chief Executive Officer, President

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

[email protected]

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 Financing,

the use of proceeds of the Financing the anticipated size of the Financing 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. 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 may 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.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/203206