Mr. Reagan Glazier reports

PACIFIC BAY MINERALS ANNOUNCES 250K NON-BROKERED FINANCING

Pacific Bay Minerals Ltd. has arranged a non-brokered private placement for the proceeds of up to $250,030.

The financing will consist of (i) three million units at a price of five cents per unit and (ii) approximately 1,429,000 flow-through units offered at a price of seven cents per FT unit. Each unit will comprise one common share and one common share purchase warrant. Each FT unit will consist of one charity flow-through common share and one warrant to be issued on a non-flow-through basis. Each warrant shall be exercisable into one additional common share for 24 months from closing at an exercise price of eight cents per warrant. In accordance with the policies of the TSX Venture Exchange, the company may pay a finder's fee of up to a 7 per cent cash for subscriptions to the financing.

The offering is expected to close on or about April 1, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. The securities issued pursuant to the offering will be subject to a four-month hold period from the date of closing of the offering.

Certain insiders of the company may participate in the financing. The issuance of units to insiders of the company pursuant to the financing will be considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the financing by insiders will not exceed 25 per cent of the market capitalization of the company, as determined in accordance with Multilateral Instrument 61-101.

Pacific Bay intends to use the funds to acquire and develop its portfolio of critical mineral exploration projects in British Columbia, Canada, and for working capital and general corporate purposes. The aggregate gross proceeds raised from the FT units will be used before 2025 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66.1(60) of the Income Tax Act (Canada)), that will qualify as critical mineral flow through mining expenditures within the meaning of the tax act.

About Pacific Bay Minerals Ltd.

Pacific Bay Minerals is a Canadian mineral exploration company engaged in the acquisition, exploration and development of mining projects. Pacific Bay Minerals is focused on its 100-per-cent-owned properties located in British Columbia: Wheaton Creek gold, Haskins Reed polymetallic and Weaver gold.

We seek Safe Harbor.