Mr. Eric Caba reports

BEAR CREEK MINING FINALIZES AGREEMENT FOR MERCEDES MINE DEFERRED PAYMENT TO IMPROVE ITS BALANCE SHEET AND YIELD SAVINGS OF US$6.6 MILLION OVER THE NEXT TWELVE MONTHS

Bear Creek Mining Corp. has executed documentation with Equinox Gold Corp. to defer a $26-million (U.S.) current liability by issuing a five-year convertible promissory note. Payment of the note will satisfy the final purchase price installment (the "Deferred Payment") for the Mercedes Gold Mine in Sonora, Mexico ("Mercedes").

Eric Caba, President and CEO of Bear Creek Mining states, "Finalizing the Deferred Payment agreement improves our balance sheet by changing a US$26 million current liability into a long term obligation, and will reduce our debt service costs by US$548,000 per month over the next twelve months. The financial flexibility this provides will allow us to focus Mercedes' cash flow on increasing gold production and on growth initiatives at Mercedes and at our Corani silver project in Puno, Peru."

The Agreement

The Company has entered into an agreement (the "Agreement") dated June 30, 2023 with Premier Gold Mines Limited ("Premier"), a subsidiary of Equinox Gold, to convert approximately US$26 million (the "Principal") in near-term payment obligations into the Note (previously described as a 'convertible debenture' in the Company's May 30, 2023 news release). Issuing the Note is subject to compliance with applicable Canadian securities laws, the receipt of Shareholder Approval (as defined below) and TSX Venture Exchange ("TSXV") acceptance. The Note will be used to settle the US$25 million Deferred Payment pursuant to the share purchase agreement dated as of December 16, 2021 (as amended, restated or otherwise modified, the "Mercedes SPA") between, inter alios, the Company and Premier for the acquisition of Mercedes. In connection with the issuance of the Note, Premier and the Company intend to amend and restate the shareholder's agreement dated April 21, 2022 (the "Amended SHA") such that, among other things, Premier shall have the right to nominate one individual to the board of directors of the Company (the "Board").The Company intends to hold a meeting of its shareholders (the "Special Meeting") within 85 days from the date hereof (the "Outside Date") to obtain disinterested shareholder approval for the Note as further discussed below (the "Shareholder Approval"). In the event that Shareholder Approval is not obtained before the Outside Date, the Note and the Amended SHA will terminate, the Company's obligations regarding the Deferred Payment under the Mercedes SPA will remain in full force and effect, and any amounts paid by the Company in connection with the Deferred Payment, including any interest payments made since October 26, 2022, shall automatically be applied against the Deferred Payment.

The Note

The Note provides for the conversion of the Deferred Payment into a secured, convertible, interest-bearing promissory note. The Principal reflects the Deferred Payment less US$1.4 million in prior payments and approximately US$2.5 million in accrued interest since October 26, 2022. The Note will mature on the date that is five years following the date of issuance of the Note (the "Maturity Date") with all of the outstanding Principal and accrued and unpaid interest due on the Maturity Date. Interest will accrue monthly on the unpaid Principal at a rate equal to 7% per annum starting on the last day of the month following the month of issuance of the Note and on the last day of each month thereafter, at an approximate amount of US$152,000 per month.

The Note will be secured by first and second lien pledges on certain of the Company's equity interests (of which the first lien pledge is shared pari passu with certain security held by the Company's existing creditors).Pursuant to the Amended SHA, Premier, for so long as it owns at least 10% of the issued and outstanding common shares of the Company ("Common Shares"), shall have the right to nominate one individual to the Board.

At any time at or prior to the Maturity Date, Premier may elect to convert the unpaid Principal into Common Shares at a price per share equal to CAD$0.73 (the "Conversion Price"); such amount being 1.25 times the volume-weighted average price on the TSXV ("VWAP") of the Common Shares for the 10 trading-day period ending on May 29, 2023.

Subject to Premier's conversion right, the Company may elect to prepay any portion of the Note at any time after the second anniversary of the date of issuance of the Note and before the Maturity Date; provided that, if at the time of such voluntary prepayment, the VWAP of the Common Shares for the 10 trading-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 Premier in addition to the principal amount prepaid.

Effectiveness of the Note

Pursuant to the Agreement, the effectiveness of the respective covenants, agreements, and obligations of each party under the Note and the Amended SHA are subject to certain conditions. The issuance of the Note will constitute a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, pursuant to the requirements of MI 61-101, the Company will be seeking approval to issue the Note from disinterested shareholders at the Special Meeting.

Approvals and Regulatory ConsiderationsMI 61-101 RequirementsPremier is a "related party" of the Company pursuant to MI 61-101 as it has beneficial ownership of, or control or direction over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding securities. The issuance of the Note will constitute a "related party transaction" under MI 61-101 because it is a transaction in which the Company materially amends the terms of an outstanding obligation owed to a related party and the Company will provide security for a liability of a related party.

Neither the Company nor any of its officers or directors, after reasonable inquiry, are aware of any prior valuations or bona fide offers that have been completed or received by the Company in the past 24 months in respect of the Company that relate to the subject matter of or are otherwise relevant to the Note.

Exemptions from Formal Valuation Requirements

The Company will rely upon the exemption from the formal valuation requirement of MI 61-101 which is available to it.

Minority Shareholder Approval

The Company will seek Shareholder Approval of the Note pursuant to section 5.6 of MI 61-101. In determining minority approval for a related party transaction, the Company is required to exclude the votes attached to Common Shares that, to the knowledge of the Company or any "interested party" or their respective directors and senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by "interested parties" and their "related parties" and "joint actors" (all as defined in MI 61-101). At the Special Meeting, the Common Shares held by (i) Premier and (ii) any of its related parties, associates or affiliates, and any joint actors of the foregoing (collectively, the "Excluded Parties") will be excluded for the purposes of determining minority approval of the Note. At the Special Meeting, approval from "disinterested shareholders" (as defined in MI 61-101) shall mean a majority of votes cast by shareholders of the Company, excluding the votes of the Excluded Parties.

To the best of the Company's knowledge, approximately 25,397,160 Common Shares, representing approximately 16.4% of the Company's issued and outstanding Common Shares, are beneficially owned by Premier and its related parties, associates or affiliates as of the date hereof. Accordingly, the 25,397,160 votes attached to the Common Shares beneficially owned, or over which control or direction is exercised, by the Excluded Parties will be excluded from the vote.

Board Review and Approval

The proposed issuance of the Note and the terms thereof were reviewed and unanimously approved by the Board by resolutions passed on June 30, 2023. The Board considers the Note to be offered on reasonable commercial terms that it believes to be superior to terms the Company would reasonably expect if it obtained similar financing from a person dealing at arm's length with the Company. The Board's approval of the Note was based upon its assessment that, among other things, the restructuring of the Deferred Payment pursuant to the Note will: improve the Company's working capital position and reduce monthly interest and Principal repayments; provide the Company with the financial flexibility to better align debt repayments to production and cash flow trends; and allow the Company to better direct its exploration and development drilling programs at Mercedes.

Accordingly, after careful consideration, the Board has determined that the terms of the Note are fair and reasonable insofar as its shareholders are concerned and the approval of the proposed issuance of the Note is in the best interest of the Company.

We seek Safe Harbor.