Pacific Bay Closes $366,000 First Tranche of Flow-Through, Non Flow-Through Non-Brokered Financing

Vancouver, December 9, 2020 - David H. Brett, President and CEO, Pacific Bay Minerals Ltd. (TSXV: PBM) "Pacific Bay" or the "Company") reports that the Company has closed a $366,440 gross proceeds first tranche a $537,500 non-brokered private placement announced November 4, 2020. The Company issued 1,886,800 Flow Through Units (the "FT Units") at a price of $0.175 for proceeds of $330,190 and 290,000 Non Flow Through units (the "NFT Units") at a price of $0.125 per unit for proceeds of $36,250. Each FT Unit consists of one "flow-through share" (as defined in subsection 66(15) of the Income Tax Act (Canada)), which is a common share and one warrant to purchase one non flow through share at a price of $0.225 for one year. Each NFT Unit consists of one common share and one warrant to purchase one additional common share at a price of $0.175 for one year.

The Company paid finder's fees related to the closing consisting of $24,338 in cash and issuance of 141,876 finder's warrants whereby each finder's warrant entitles the holder to purchase one common share at a price of $0.125 for a period of one year. All securities issued under the closing are subject to a mandatory hold period expiring April 9, 2021.

Four insiders of the Company participated in the financings. Participation of insiders of the Company in the financings constitutes a related party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) ("MI 61-101"). The Company has relied on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and the exemption from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

The Company plans to use the proceeds of the financing to explore its 100% owned British Columbia gold and polymetallic properties and for working capital purposes.

Pacific Bay Minerals Ltd.
Per/

David H. Brett, MBA
President & CEO
Contact: David Brett, 604-682-2421, dbrett@pacificbayminerals.com

This news release contains "forward‐looking statements" within the meaning of Canadian securities legislation. Forward‐looking statements include, but are not limited to, statements with respect to the expected use of proceeds of the FT Unit private placement and NFT Unit private placement, and tax treatment of renunciation of the flow-through expenditures. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Pacific Bay will operate in the future, including the tax treatment and timing of renunciation of the flow-through expenditures. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward‐looking statements include, amongst others, the global economic climate, dilution, share price volatility and competition. Although Pacific Bay has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking statements. Pacific Bay does not undertake to update any forward‐looking statements, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69946