Mr. Eric Caba reports

BEAR CREEK MINING ANNOUNCES BROKERED PRIVATE PLACEMENT, APPOINTMENT OF PETER C. MITCHELL AND IAN GRUNDY AS DIRECTORS, DEBT AMENDMENTS AND CREDIT EXTENSION

Bear Creek Mining Corp. has entered into an agreement with BMO Capital Markets to act as sole bookrunner, on behalf of a syndicate of underwriters, on a bought deal basis, for a private placement of 64,445,000 common shares of the company, at a price of 22.5 cents per share (the offering price) to raise aggregate gross proceeds of approximately $14.5-million. Pursuant to the offering, the company has granted the underwriters an option to purchase an additional 9,666,750 shares pursuant to the offering for additional gross proceeds of approximately $2.2-million. The company further announces the retirements of Andrew Swarthout and Sandra Daycock from the board and is pleased to announce the appointments of Peter C. Mitchell and Ian Grundy to the board. In addition, the company intends to enter into certain amending agreements with each of Sandstorm Gold Ltd. and Equinox Gold Corp. to temporarily defer the payment of interest under certain outstanding debt arrangements, subject to negotiating and entering into such amending agreements and approval and acceptance of same by the TSX Venture Exchange. Furthermore, Sandstorm intends to extend up to $6.5-million (U.S.) in additional credit to the company for working capital purposes under the Sandstorm promissory note (as defined below).

Brokered private placement

The company intends to complete a private placement of shares on a bought deal basis at a price of 22.5 cents per share for aggregate gross proceeds of approximately $16.7-million (assuming full exercise of the underwriters' option).

The offering is expected to close on or about March 11, 2025, or such other date as the company may determine. Closing of the offering is subject to receipt of conditional acceptance from the TSX Venture Exchange. The shares issued under the offering will be subject to certain resale restrictions including a hold period of four months and a day from the closing date.

It is intended that each of Sandstorm and Equinox will participate in the offering, with each purchasing 32,222,500 shares for gross proceeds of approximately $7.3-million. Currently, Sandstorm and Equinox hold 45,492,399 and 25,397,160 shares, respectively, which represent approximately 19.97 per cent and 11.15 per cent, respectively, of the total issued and outstanding shares. Accordingly, each of Equinox and Sandstorm are a related party of the company and the offering will constitute a related party transaction (as each term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101)). The company intends to rely on the specified markets exemption from the formal valuation requirement set forth in Subsection 5.5(b) of MI 61-101 and the financial hardship exemption from the minority shareholder approval requirements set out in Subsection 5.7(1)(c) of MI 61-101.

The company intends to use net proceeds of the offering to support exploration and resource drilling at the company's Mercedes mine in Mexico, to build a ventilation raise bore and secondary escape way at the Marianas deposit at Mercedes to ensure safe production, and for general working capital purposes, the latter of which will include reducing Mercedes' trade payables over the next quarter.

Retirement of directors

Andrew Swarthout and Sandra Daycock have notified the company of their intention to retire from the board effective on closing of the offering, the debt amendments (as defined below) and the credit extension (as defined below).

Mr. Swarthout co-founded Bear Creek Mining in 2003 and served as the company's president and chief executive officer until 2017. He was a critical and integral contributor to the acquisition, discovery and development of the Corani deposit, and the backbone of the company's technical and management teams. Mr. Swarthout retired from management of Bear Creek in 2017 but continued to provide his wealth of knowledge to the company as a director, including directly contributing to Bear Creek's understanding of the multiple high-quality exploration opportunities at the Mercedes property, and serving as the company's qualified person (as defined in National Instrument 43-101). The board sincerely thanks Mr. Swarthout for his vision, guidance and execution of the company's goals throughout his 22-year tenure at Bear Creek.

Ms. Daycock was appointed to the company's board in November, 2023, and elected as a director by shareholders in June, 2024. Ms. Daycock served on the company's audit and compensation committees throughout her tenure on the board, where her experience in corporate development, corporate finance, strategy, treasury management, accounting, financing, investor relations and corporate restructuring were invaluable assets. The board sincerely thanks Ms. Daycock for her service.

Catherine McLeod-Seltzer, chair of the company, stated: "We deeply thank Andrew and Sandra for their involvement with, and thoughtful stewardship of, the company. Their contributions have been innumerable. In particular, we recognize and salute Andrew's central role as founder of the company."

Appointment of directors

The board is further pleased to announce the appointment of Mr. Mitchell and Mr. Grundy to the board effective immediately.

Mr. Mitchell is a veteran financial executive with 25 years of senior-level experience in financial and operational management, executive leadership, board of directors experience, acquisitions and divestitures, and tax and compliance for private equity sponsored and publicly held companies. Mr. Mitchell most recently served as senior vice-president and chief financial officer of Coeur Mining, Inc., a leading precious metals producer that owns and operates mines throughout North America. Having joined Coeur as CFO in 2013, Mr. Mitchell was responsible for investor relations, financial planning and analysis, financial reporting, information technology, tax, and compliance. He was a key team member managing Coeur's acquisition and divestiture activities and led all capital markets activity in multiple equity and debt financings. Prior to Coeur, Mr. Mitchell held executive leadership positions in finance and operations with a variety of United States and Canadian public and private equity sponsored companies. He is currently a director and the audit committee chair of Stabilis Solutions Inc., Northcliff Resources Ltd. and Taseko Mines Ltd. Mr. Mitchell earned a BA in economics from Western University, an MBA from the University of British Columbia and is a chartered accountant (CPA-CA).

Mr. Grundy has more than a decade of experience in the mining and capital markets sectors. He is currently executive vice-president, corporate development, at Sandstorm. Prior to joining Sandstorm in 2018, Mr. Grundy worked for several Canadian equity research teams covering the gold, base metal and basic materials industries. This included helping to grow Scotiabank's base metals franchise into Canada's top ranked research team, as recognized by Brendan Woods International. Mr. Grundy is a chartered professional accountant (CPA, CA) and a graduate of Queen's University where he earned a bachelor of commerce (first class honours). He is also a chartered financial analyst charterholder.

Debt amendments and credit extension

On Oct. 19, 2023, the company issued a secured convertible promissory note in the principal amount of approximately $26-million (U.S.) to defer a $25-million (U.S.) liability originally payable to a wholly owned subsidiary of Equinox. Please see the company's news releases on Oct. 19, 2023, Nov. 27, 2023, and Dec. 1, 2023, for additional details regarding the Equinox note.

On Jan. 22, 2024, as part of a restructuring transaction, the company (i) entered into an amended and restated convertible debenture between the company and Sandstorm in the principal amount of approximately $22.5-million (U.S.); and (ii) issued an amended and restated secured promissory note to a wholly owned subsidiary of Sandstorm with a principal amount equal to up to approximately $21.6-million (U.S.). Please see the company's news release on Jan. 22, 2024, and Aug. 21, 2024, for more details regarding the Sandstorm convertible debenture and the Sandstorm promissory note.

The company and each of Equinox and Sandstorm, respectively, intend to amend each of the debt agreements whereby monthly interest payments payable on the last day of each month from and including February, 2025, to November, 2025, shall be deferred until Dec. 31, 2025, and interest on the deferred interest shall automatically accrue monthly at the rate of interest applicable to the principal owing under the respective debt agreements.

In addition, the company and Sandstorm intend to further amend the Sandstorm promissory note to increase the principal amount by up to $6.5-million (U.S.), with Sandstorm committing up to $600,000 (U.S.) per month to the company for working capital purposes, subject to the existing terms of the Sandstorm promissory note.

It is expected that all other terms of the debt agreements will remain unchanged and in full force and effect. The debt amendments and the credit extension are expected to be closed on or about March 11, 2025, and will be subject to final approval of the TSX-V.

As each of Sandstorm and Equinox are a related party of the company, entering into the debt amendments and the credit extension and the matters related thereto are considered to be related party transactions (as each term is defined in Multilateral Instrument 61-101), requiring the company, in the absence of certain exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transactions.

The company intends to rely on the specified markets exemption from the formal valuation requirement set forth in Subsection 5.5(b) of MI 61-101 and the financial hardship exemption from the minority shareholder approval requirements set out in Subsection 5.7(1)(c) of MI 61-101.

A material change report in connection with the debt amendments and the credit extension will be filed within 10 days of the date hereof which is less than 21 days before the date of closing of the debt amendments. The company believes this shorter period is reasonable and necessary in the circumstances as the details of the debt amendments, the credit extension and the matters related thereto were not finalized until immediately prior to the date hereof and the company wished to complete the debt amendments, the credit extension and the matters related thereto as soon as practicable for sound business reasons.

We seek Safe Harbor.