Pacific Bay Minerals Announces Debt Conversion and Restructuring

Vancouver, British Columbia--(Newsfile Corp. - March 28, 2023) - Pacific Bay Minerals Ltd. (TSXV: PBM) ("Pacific Bay" or, the "Company") is pleased to announce that it has reached an agreement with the estate of former Pacific Bay director Guilford Brett (the "Estate") to convert approximately $200,000 of debt consisting of loans, cash advances and accrued interest into common shares of the Company ("Shares") at a price of $0.05 per Share (the "Debt Conversion"). The 4,000,000 Shares to be issued pursuant to the Debt Conversion will be subject to a hold period expiring four months and one day after the date of issuance. Following the issuance of the Shares, the Estate will hold 4,495,297 Shares, or approximately 15.28% of the total issued and outstanding Shares.

Further, the Estate and Mr. David Brett, Chairman of the Company (collectively, the "Creditors"), have agreed to forgive certain additional debts of the Company, and sell the balance of the amounts due from the Company to a third party (the "Debt Consolidation" and, collectively with the Debt Conversion, the "Transactions"). Pursuant to the terms of the Debt Consolidation, the Creditors will forgive an aggregate of approximately $125,000 which was incurred by the Company to support operations since 2015. The balance of the amount owing to the Creditors, in the amount of approximately $60,000 (the "Purchased Debt"), will be purchased by an arm's length third party. The Purchased Debt will be a general unsecured debt obligation of the Company, bearing no interest and having no fixed terms of repayment.

Further, as disclosed in the Company's September 30, 2022 interim financial statements, the Company previously entered into release and settlement transactions with three former officers of the Company (collectively, the "Former Officers"), pursuant to which an aggregate of $239,845 of debt was forgiven. Beginning in 2020 and through the term that the Former Officers were engaged by the Company, the Creditors assigned approximately $225,000 of accrued debt owing from the Company (the "Assigned Debt") to the Former Officers. The Assigned Debt was forgiven as part of the release and settlement transactions with the Former Officers.

The Transactions are designed to improve the financial condition of the Company. The Company has insufficient cash on hand, and no immediate source of cash that would be sufficient to satisfy the debts described above. No new "Control Person" (as defined under the applicable policies of the TSX Venture Exchange) will be created pursuant to the Transactions. The board of directors of the Company considers the terms of the Transactions to be fair and reasonable to the Company having regard to its current circumstances.

About Pacific Bay Minerals Limited
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 advancing its flagship project, Atlin Goldfields, located in Atlin, British Columbia, with a 56,569-hectare package of mineral tenures. The company also holds 100% interest in three mineral properties located in British Columbia: Wheaton Creek Gold, Haskins Reed, and Weaver Gold. Pacific Bay aspires to see its environmentally responsible exploration and development activities bring meaningful benefits to the communities in which it operates.

Pacific Bay Minerals Ltd.
Per/

Reagan Glazier, President and CEO
reagan@pacificbayminerals.com
(604) 682-2421

pacificbayminerals.com / Twitter / LinkedIn

This news release contains "forward‐looking statements" within the meaning of Canadian securities legislation. Forward‐looking statements include, but are not limited to, statements with respect to: the timing for and expected completion of the Transactions, statements regarding the financial condition of the Company, spending commitments, and regulatory approvals (including approvals of the TSXV). Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Pacific Bay will operate in the future. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward‐looking statements include, amongst others, the global economic climate, dilution, share price volatility and competition, results of exploration activities and development of the Company's properties, and risks relating to regulatory approvals. Although Pacific Bay has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking statements. Pacific Bay does not undertake to update any forward‐looking statements, except in accordance with applicable securities laws.

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.

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