Mr. Anthony Hawkshaw reports

BEAR CREEK MINING SIGNS A TERM SHEET TO DEFER US$25.8 MILLION IN DEBT PAYMENTS FOR A PERIOD OF FIVE YEARS

Bear Creek Mining Corp. has executed a non-binding indicative term sheet with a wholly owned subsidiary of Equinox Gold Corp. to refinance $25.8-million (U.S.) in near-term payment obligations into a convertible debenture with a five-year term to maturity. The convertible debenture will be used to extend, over a five-year period, payment of the final $25-million (U.S.) purchase price instalment for the Mercedes gold mine in Sonora, Mexico. The convertible debenture term sheet replaces the planned two-year amortizing note that was announced on Oct. 26, 2022, and March 10, 2023.

Anthony Hawkshaw, chief executive officer, comments: "Restructuring, for up to five years, the deferred payment immediately improves the company's working capital position by more than $25-million (U.S.). As importantly, the reduced monthly interest and principal repayments better allows Bear Creek to aggressively explore and develop Mercedes for the long-term benefit of our stakeholders."

Convertible debenture term sheet

The convertible debenture provides for the conversion of the deferred payment into a secured, convertible, interest-bearing promissory note.

The details of the convertible debenture are as noted herein.

Subject to applicable corporate and securities laws approvals, at any time at or before the maturity date, the unpaid principal may be converted into common shares of the company, at a price equal to 73 cents, such amount being 1.25 times the volume-weighted average price of the common shares of the company for the 10-day period ending on May 29, 2023. If such conversion would create a new control person (as defined by applicable securities laws) of the company, no conversion may occur until applicable shareholder approval of the company is obtained.

Subject to the lender's conversion right, the company may elect to prepay any portion of the obligations under the convertible debenture at any time after the second anniversary of the closing date and before the maturity date; provided that, if at the time of such voluntary prepayment, the volume-weighted average price of the common shares of the company for the 10-day period ending on the last trading day before the date of such prepayment is greater than the conversion price, a top-up cash payment representing the option value from the difference between these amounts shall be paid by the company to the lender in addition to the principal amount prepaid.

The convertible debenture used to refinance the deferred payment will be secured by a first lien (pari passu with certain security held by Bear Creek's existing creditors) pledge of Bear Creek's equity interest in Mercedes and a second lien pledge of Bear Creek's equity interest in the Corani silver-lead-zinc deposit in Puno, Peru.

Issuance of the convertible debenture is subject to completion of definitive documentation and approval of the TSX Venture Exchange and the company's shareholders, as applicable.

We seek Safe Harbor.