Mr. Eric Caba reports

BEAR CREEK MINING ANNOUNCES $9.5 MILLION BOUGHT DEAL FINANCING

Bear Creek Mining Corp. has entered into an agreement with BMO Capital Markets, under which BMO has agreed to buy on a bought deal basis 27.2 million units, at a price of 35 cents per unit, for gross proceeds of $9.5-million. Each unit will be composed of one common share of the company and one common share purchase warrant of the company. Each warrant will be exercisable to acquire one common share of the company for a period of 60 months following the closing date of the offering at an exercise price of 42 cents per warrant share, subject to adjustment in certain events.

The company has granted BMO a 30-day option to purchase up to an additional 15 per cent of the units offered in the offering on the same terms and conditions. The overallotment option may be exercised in whole or in part to purchase common shares, warrants or units as determined by BMO. The offering is expected to close on or about Oct. 5, 2023, and is subject to the company receiving all necessary regulatory approvals. The net proceeds of the offering will be used to support additional development work at Mercedes, to expand on recent positive drill results of up to 62.6 grams per tonne of gold over 5.2 metres (see Bear Creek news release dated Aug. 30, 2023) and for general working capital purposes, the latter of which includes approximately 30 per cent (approximately $2.1-million (U.S.)) of the net proceeds of the equity financing intended to be used to decrease trade payables to a normalized level over the next two quarters.

As disclosed in a press release today, as part of the restructuring agreement, consideration to Sandstorm in exchange for the stream amendments will consist of:

• A 1.0-per-cent net smelter return (NSR) royalty on Corani, which contains one of the world's largest fully permitted silver deposits;
• Payment of up to $10-million (U.S.) in the form of common shares of Bear Creek, at a price of 27 cents per common share which represents the same price as the implied common share in the public offering, provided that Sandstorm will own no more than 19.99 per cent of Bear Creek's issued and outstanding common shares on a postclosing basis.

To the extent that any directors and/or officers of the company participate in the offering, such participation will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company expects any participation by directors and/or officers in the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units to be paid by the insiders will exceed 25 per cent of the company's market capitalization.

The units will be offered by way of a prospectus supplement in all of the provinces and territories of Canada, excluding Quebec, and may also be offered by way of private placement in the United States.

The offering is being offered in Canada pursuant to a prospectus supplement to the company's short form base shelf prospectus dated April 3, 2023. The terms of the offering will be described in the supplement, which will be filed with the securities regulators in each of the provinces and territories of Canada, other than Quebec. The units may also be sold to investors in other jurisdictions on a private placement basis pursuant to available exemptions from applicable registration and qualification requirements, provided that no prospectus filing or comparable obligation arises.

We seek Safe Harbor.