Pacific Bay arranges $305,000 private placement

Executive Summary

• Pacific Bay Minerals Ltd. announced a non‑brokered private placement of up to 3.5 M units (2 M FT units @ $0.10 and 1.5 M NFT units @ $0.07) for total gross proceeds of $305,000 pending TSX Venture Exchange acceptance.
• The FT units include a flow‑through share plus a half‑warrant (exercise price $0.15); the NFT units include a common share plus a full warrant (exercise price $0.10).
• The company cancelled its previously announced $2 M private placement for the Pereira‑Velho gold project in Brazil and reaffirms commitment to close that acquisition, noting an NI 43‑101 technical report has been filed but is still under exchange review.

Key Details

• Financing Structure
• Up to 2,000,000 FT units at $0.10 per unit → $200,000 gross proceeds.
  • Each FT unit = 1 flow‑through share + ½ warrant to purchase 1 non‑flow‑through share at $0.15, exercisable for 1 year.

• Up to 1,500,000 NFT units at $0.07 per unit → $105,000 gross proceeds.

  • Each NFT unit = 1 common share + 1 full warrant to purchase 1 common share at $0.10, exercisable for 1 year.

• Total Gross Proceeds: $305,000 (subject to TSX Venture Exchange acceptance).

• Use of Proceeds

• FT unit proceeds: fund exploration of British Columbia critical‑minerals projects that qualify as flow‑through mining expenditures under the Canadian Income Tax Act.

• NFT unit proceeds: general working capital.

• Finder’s Fee: Company may pay a finder’s fee up to 8 % of gross financing proceeds.

• Brazil Acquisition Update

• The $2 M private placement announced on July 2, 2025 (intended for the acquisition of the Pereira‑Velho gold project in Alagoas, Brazil) will not proceed.
• Company remains fully committed to completing the Pereira‑Velho acquisition and expects to arrange alternative financing.
• The acquisition was classified by the exchange as a “fundamental acquisition,” requiring detailed review and approval.
• An NI 43‑101 technical report for Pereira‑Velho has been prepared and filed on SEDAR+, pending further exchange review.

• No portion of the current $305,000 financing will be used for the Pereira‑Velho project.

• Regulatory Status: Financing is subject to acceptance by the TSX Venture Exchange; acquisition remains under regulatory review.