Mr. Reagan Glazier reports

PACIFIC BAY MINERALS LTD. ANNOUNCES $2 MILLION PRIVATE PLACEMENT TO ADVANCE PEREIRA-VELHO GOLD PROJECT IN BRAZIL AND EXTENDS WARRANT EXPIRY DATES

Pacific Bay Minerals Ltd. has issued the following clarifying news release to provide additional details relating to its private placement announced July 2, 2025.

The company is pleased to announce a non-brokered private placement of up to 20 million units at a price of 10 cents per unit for gross proceeds of up to $2-million.

Each unit will consist of one common share and one common share purchase warrant. Each warrant will be exercisable to acquire one additional common share at a price of 15 cents per share for a period of 24 months from the date of issuance. The warrants will contain an acceleration clause, providing the company the right to accelerate the expiry of the warrants if the volume-weighted average trading price of the company's common shares on the TSX Venture Exchange equals or exceeds 25 cents for 20 consecutive trading days. The company may accelerate the expiry date of the warrants by issuing a news release announcing the accelerated warrant term, pursuant to which the warrants will expire on the 14th trading day on the TSX-V after the date of such news release.

The units will be offered pursuant to available prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106, Prospectus Exemptions. The offering will also be made available to existing shareholders of the company who, as of the close of business, held common shares (and who continue to hold such common shares as of the closing date), pursuant to the existing shareholder exemption set out in British Columbia Instrument 45-534, Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders. The existing securityholder 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 that exceed the maximum amount of the offering, the company intends to adjust the subscriptions received on a pro rata basis.

The company may pay finders' fees to eligible parties consisting of 7 per cent cash and 7 per cent finder warrants on completed subscriptions, in accordance with the policies of the TSX-V.

The offering is expected to close on or about July 27, 2025, and is subject to regulatory approvals, including the acceptance of the TSX-V. All securities issued in connection with the offering will be subject to a four-month-and-one-day hold period under applicable Canadian securities laws.

Use of proceeds

Net proceeds from the offering will be used primarily to finance the acquisition of an option to acquire and exploration of the Pereira-Velho gold project in Alagoas state, Brazil (see the company's press releases dated Jan. 7, 2025, and May 29, 2025). Closing of the option to acquire the property remains subject to a number of conditions, including the signing of a definitive agreement and the approval of the TSX-V. Remaining funds may be allocated toward exploration on the company's Canadian assets and for general working capital purposes.

Insider participation

Certain insiders of the company may participate in the offering. Any such participation would be considered a related party transaction under TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on available exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101.

Extension of warrants

The company also announces its intention to extend the expiry of 7,365,873 warrants issued July 20, 2022, pursuant to a non-brokered private placement financing. The 2022 warrants have an exercise price of 10 cents and currently are scheduled to expire on July 20, 2025. The company is seeking the approval of the TSX-V to extend the term of the 2022 warrants, with a new expiry date of July 20, 2026. All other terms and conditions of the 2022 warrants will remain unchanged. The extension of the 2022 warrants is subject to the approval of the TSX-V, and there can be no assurance that such extension will be obtained.

Management update

Pacific Bay is pleased to announce that Elton Pereira, formerly vice-president, exploration, has transitioned to the role of country manager, Brazil. This change reflects the company's strategic focus on advancing the Pereira-Velho gold project and better aligns with Mr. Pereira's operational leadership and local expertise in Brazil.

About Pacific Bay Minerals Ltd.

Pacific Bay Minerals is a Canadian mineral exploration company engaged in the acquisition, exploration and development of mining projects. The company is currently focused on completing the acquisition and advancing exploration on the Pereira-Velho gold project in Brazil and holds 100-per-cent-owned properties in British Columbia: the Haskins Reed polymetallic property and the Weaver gold property.

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