Mr. Stephen Shefsky reports

JAMES BAY RESOURCES LIMITED ANNOUNCES OFFERING OF UP TO CDN$500,000 OF CONVERTIBLE DEBENTURES

James Bay Resources Ltd. has arranged a non-brokered private placement of unsecured convertible debentures in the aggregate principal amount of up to $500,000. The offering is expected to close over a series of tranches, with the final tranche to close on or before Jan. 31, 2024. Net proceeds from the offering will be used to finance the company's working capital needs, including, in particular, its continuing litigation in California relating to secured loans made by the company to CB Holdings in 2018 and 2019, and related litigation in Nevada.

Each debenture shall bear interest at a rate of 15 per cent, payable semi-annually, and have a maturity date that is three years following the date the debenture is issued. However, if the litigation is settled or is subject to a final decision with funds received by the company prior to the maturity date, the purchasers of debentures will have a right to demand payment in full of all amounts owing. In the event that the company would be left with less than $250,000 dollars in free cash upon such a demand occurring, the amount payable to each holder shall be reduced pro rata to ensure that the company retains $250,000 in free cash.

The debentures shall be convertible, in whole or in part, at the option of the holders, into common shares of the company at a conversion price of five cents per common share. Interest may also be converted into common shares at the market price at the date of any such conversion, at the option of the holders. Any conversion of debentures and interest accrued on the debentures into common shares of the company will be subject to receipt of all required approvals by the company. The debentures may be prepaid by the company at any time, without penalty, on at least 15 days of notice to the holders.

The company will also concurrently sell and assign, pursuant to separate agreements with each holder, a pro rata (based on all the holders) entitlement for up to an aggregate of 30 per cent of the net proceeds of the litigation, if any (whether as a result of final judgement by a court of competent jurisdiction or settlement for which no appeal or further proceeding may be taken), after deduction of all related costs and taxes incurred by the company in the litigation (the net final amount), for the initial $1-million of net final amount and 20 per cent of any net final amount above $1-million, payable to the purchasers within 60 days from the receipt of the final award, if any. In the event the company prepays the debentures in full prior to that date which is one year from the date of issue and prior to date of the final award, then the amount payable to the holders under the agreement will be adjusted to reflect an aggregate entitlement of 15 per cent.

Stephen Shefsky, president, chief executive officer and chairman of the company, expects to purchase $50,000 of debentures in the first tranche of the offering. Mr. Shefsky will also enter into a separate agreement of purchase and sale entitling him to a pro rata share of the net final amount of any litigation, as described above. The offering was considered and approved by the board of directors of the company, with Mr. Shefsky declaring a conflict and recusing himself from voting on the offering. There was no materially contrary view or abstention by any director approving the offering. Mr. Shefsky currently owns or controls, directly and indirectly, an aggregate of 19,303,400 common shares. Assuming the conversion into common shares of the full principal amount of the debentures to be purchased by Mr. Shefsky in the offering, Mr. Shefsky will beneficially own or control, directly and indirectly, an aggregate of 20,303,400 common shares, or 25 per cent of the issued and outstanding common shares on a partially diluted basis.

Pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, the issuance of debentures to Mr. Shefsky will be a related-party transaction. The company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the offering in reliance on sections 5.5(b) and 5.7(b), respectively, of MI 61-101, as the company is not listed on a stock exchange specified in Section 5.5(b) of MI 61-101 and the fair market value of the debentures that may be purchased by Mr. Shefsky, nor the proceeds of the offering to be received by the company in respect of Mr. Shefsky's participation in the offering, exceeds $2.5-million. The material change report in respect of the offering is being filed less than 21 days before the closing of the offering as the company requires the net proceeds from the offering immediately in order to finance its working capital needs, including the litigation.

About James Bay Resources Ltd.

James Bay is a Canadian resource company with 81,076,241 shares outstanding and trades on the Canadian Securities Exchange under the symbol JBR.

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