Pacific Bay Minerals Ltd. Announces $2 Million Private Placement to Advance Pereira- Velho Gold Project in Brazil and Extends Warrant Expiry Dates
Pacific Bay Minerals Ltd. Announces $2
Million Private Placement to Advance Pereira-
Velho Gold Project in Brazil and Extends
Warrant Expiry Dates
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OF FOR DISSEMINATION IN
THE UNITED STATES
Vancouver, British Columbia--(Newsfile Corp. - July 8, 2025) - Pacific Bay Minerals Ltd. (TSXV: PBM)
("PacBay" or the "Company") issues the following clarifying news release to provide additional details
relating to its private placement announced July 2nd, 2025.
The Company is pleased to announce a non-brokered private placement of up to 20,000,000 units (the
"Units") at a price of $0.10 per Unit for gross proceeds of up to $2,000,000 (the "Offering").
Each Unit will consist of one common share and one common share purchase warrant (a "Warrant").
Each Warrant will be exercisable to acquire one additional common share at a price of $0.15 per share
for a period of 24 months from the date of issuance. The Warrants will contain an acceleration clause,
providing the Company the right to accelerate the expiry of the Warrants if the volume-weighted average
trading price of the Company's common shares on the TSX Venture Exchange equals or exceeds $0.25
for twenty (20) consecutive trading days. The Company may accelerate the expiry date of the Warrants
by issuing a news release announcing the accelerated Warrant term, pursuant to which the Warrants will
expire on the 14
th
trading day on the TSX Venture Exchange after the date of such news release.
The Units will be offered pursuant to available prospectus exemptions set out under applicable securities
laws and instruments, including National Instrument 45-106 -
Prospectus Exemptions
.
The Offering will
also be made available to existing shareholders of the Company who, as of the close of business on,
held common shares (and who continue to hold such common shares as of the closing date), pursuant to
the existing shareholder exemption set out in BC Instrument 45-534
Exemption From Prospectus
Requirement for Certain Trades to Existing Security Holders
(the "Existing Securityholder Exemption").
The Existing Securityholder Exemption limits a shareholder to a maximum investment of $15,000 in a
12-month period unless the shareholder has obtained advice regarding the suitability of the investment
and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a
person that is registered as an investment dealer in the jurisdiction. If the Company receives
subscriptions from investors relying on the Existing Shareholder Exemption which exceed the maximum
amount of the Offering, the Company intends to adjust the subscriptions received on a pro-rata basis.
The Company may pay finder's fees to eligible parties consisting of 7% cash and 7% finder's warrants
on completed subscriptions, in accordance with the policies of the TSX Venture Exchange.
The Offering is expected to close on or about July 27, 2025, and is subject to regulatory approvals
including the acceptance of the TSX Venture Exchange. All securities issued in connection with the
Offering will be subject to a four-month and one day hold period under applicable Canadian securities
laws.
Use of Proceeds
Net proceeds from the Offering will be used primarily to fund the acquisition of an option to acquire and
exploration of the Pereira-Velho Gold Project in Alagoas State, Brazil (the "Property," see the
Company's press releases dated January 7, 2025 and May 29, 2025). Closing of the option to acquire
the Property remains subject to a number of conditions, including the signing of a definitive agreement
and the approval of the TSX Venture Exchange. Remaining funds may be allocated toward exploration
on the Company's Canadian assets and for general working capital purposes.
Insider Participation
Certain insiders of the Company may participate in the Offering. Any such participation would be
considered a "related party transaction" under TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
. The Company
intends to rely on available exemptions from the formal valuation and minority shareholder approval
requirements under MI 61-101.
Extension of Warrants
The Company also announces its intention to extend the expiry of 7,365,873 warrants issued July 20,
2022 (the "2022 Warrants) pursuant to a non-brokered private placement financing. The 2022 Warrants
have an exercise price of $0.10, and currently are scheduled to expire on July 20, 2025. The Company is
seeking the approval of the TSXV to extend the term of the 2022 Warrants, with a new expiry date of July
20, 2026. All other terms and conditions of the 2022 Warrants will remain unchanged. The extension of
the 2022 Warrants is subject to the approval of the TSXV, and there can be no assurance that such
extension will be obtained.
Management Update
Pacific Bay is pleased to announce that Elton Pereira, formerly vice-president, exploration, has
transitioned to the role of country manager, Brazil. This change reflects the company's strategic focus on
advancing the Pereira-Velho gold project and better aligns with Mr. Pereira's operational leadership and
local expertise in Brazil.
Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in
the United States. The securities being offered have not been, nor will they be, 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 registration.
About Pacific Bay Minerals Ltd.
Pacific Bay Minerals is a Canadian mineral exploration company engaged in the acquisition,
exploration, and development of mining projects. The Company is currently focused on completing the
acquisition and advancing exploration on the Pereira-Velho Gold Project in Brazil and holds 100%-
owned properties in British Columbia: Haskins Reed Polymetallic, and Weaver Gold.
Contact Information
Reagan Glazier
President & CEO
Tel: +1 403 815 6663
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in TSX
Venture Exchange policies) 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 Offering, the anticipated size of
the Offering, the Company's plans regarding the Pereira-Velho Gold Project, the use of proceeds 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. Such uncertainties and risks
may include, among others, actual results of the Company's exploration activities being different than
those expected by management, delays in obtaining or failure to obtain required government or other
regulatory approvals, the ability to obtain adequate financing to conduct its planned exploration
programs, inability to procure labour, equipment and supplies in sufficient quantities and on a timely
basis, equipment breakdown, and bad weather. 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 almost always 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/258077