Mr. Michael Cathro reports

HAPPY CREEK ANNOUNCES A PRIVATE PLACEMENT FINANCING

Happy Creek Minerals Ltd. intends to complete a non-brokered private placement of up to $1.4-million through the sale of up to 10 million flow-through common shares of the company at a price of 8.5 cents per common share and up to 10 million non-flow-through common shares at a price of 5.5 cents per common share.

It is intended that $850,000 of the flow-through portion of the private placement will be used to conduct mineral exploration work that qualified as Canadian exploration expenses and flow-through critical mineral mining expenditures as defined in the Income Tax Act (Canada). The remaining $550,000 of the non-flow-through portion will be used for general working capital and additional engineering, development and advanced permitting work contemplated by the company. Exploration expenditures will be primarily focused on the company's 100-per-cent-owned Highland Valley projects in Southern British Columbia.

Completion of the private placement will be subject to regulatory approval, including the approval of the TSX Venture Exchange and certain other customary conditions, including, but not limited to, execution of subscription agreements between the company and the subscribers. The common shares will be offered by way of prospectus exemptions in Canada and the common shares sold in the private placement will be subject to a hold period of four months.

The company will pay a cash finder's fee equal to 6 per cent of the gross proceeds raised and issue common shares in a quantity equal to 6 per cent of the aggregate number of common shares sold to certain finders on all or a portion of the private placement. The private placement is expected to close in or around Oct. 27, 2023.

The private placement is not subject to any minimum aggregate subscription.

In addition to other prospectus exemptions commonly relied on in private placements, the private placement will be available to existing shareholders of the company who, as of the close of business on Oct. 16, 2023, held common shares of the company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in British Columbia Instrument 45-534, Exemption from prospectus requirement for certain trades to existing security holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum private placement, the company may adjust the subscriptions received on a pro rata basis.

The company will also make the private placement available to certain subscribers pursuant to B.C. Instrument 45-536, Exemption from prospectus requirement for certain distributions through an investment dealer. In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the company that has not been generally disclosed.

The issuance of common shares to insiders constitutes a related party transaction, as defined under Multilateral Instrument 61-101. The transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to, nor the consideration paid by, such persons would exceed 25 per cent of the company's market capitalization.

About Happy Creek Minerals Ltd.

Happy Creek is focused on making new discoveries and building resources in proximity to infrastructure on the company's 100-per-cent-owned portfolio of diversified metals projects in British Columbia. The company's management, board of directors and technical advisers have solid expertise and depth in the mineral resource sector and capital markets.

Indigenous communities

Happy Creek is committed to responsible mineral resource development. The company's priority is to build and sustain mutually beneficial relationships with indigenous communities in the territories in which the company explores.

We seek Safe Harbor.