Mr. Eric Caba reports

BEAR CREEK MINING ANNOUNCES CLOSING OF DEBT AMENDMENTS

Further to Bear Creek Mining Corp.'s news releases dated March 4, 2025, March 11, 2025, and March 20, 2025, it has closed the amending agreements (as defined below) with each of Equinox Gold Corp. and Sandstorm Gold Ltd. to temporarily defer monthly interest payments from and including February, 2025, to November, 2025, payable pursuant to the Equinox note, the 2024 Sandstorm note and the Sandstorm convertible debenture (each as defined below), until Dec. 31, 2025.

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 Gold. 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, among other things, (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 releases on Jan. 22, 2024, and Aug. 21, 2024, for more details regarding the Sandstorm convertible debenture and the 2024 Sandstorm note.

Pursuant to certain amending agreements, the company and each of Equinox Gold and Sandstorm have amended each of the debt agreements, as applicable, whereby monthly interest payments payable from and including February, 2025, to November, 2025, are deferred until Dec. 31, 2025. Interest automatically accrues on the deferred interest at the same rate applicable to the principal under the debt agreements, such rate being 7 per cent per annum, compounded monthly, and the deferred interest and any accrued and unpaid interest thereon is payable in full on Dec. 31, 2025. All other terms of the debt agreements remain unchanged and in full force and effect.

Each of Sandstorm and Equinox Gold are a related party of the company and the debt amendments constitute a related party transactions (as each term is defined in the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101)). The company relied 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.

Further to the company's news releases dated March 4, 2025, March 11, 2025, and March 20, 2025, the company intends to issue a secured promissory note to a wholly owned subsidiary of Sandstorm in the principal amount of up to $6.5-million (U.S.) (the credit extension) with Sandstorm committing up to $600,000 (U.S.) per month of credit to the company for working capital purposes. The company anticipates that, subject to TSX-V approval, the 2025 Sandstorm note will contain substantially similar terms as the 2024 Sandstorm note, including a maturity date of Sept. 22, 2028, and an interest rate of 7 per cent per annum. The company expects that, following receipt of the funds under the credit extension, it will apply to the TSX-V for approval of a conversion right with a conversion price of 73 cents per common share (or such greater conversion price as may be required by the TSX-V). The 2025 Sandstorm note and the credit extension remain subject to the approval of the board of directors of each of Sandstorm and the company and the approval of the TSX-V. The company intends to issue a separate news release upon issuance of the 2025 Sandstorm note.

We seek Safe Harbor.