PACIFIC BAY MINERALS LTD. — Capital/Financing Update 2021

Feb 6, 2021

BC FORM 51-102F3

MATERIAL CHANGE REPORT

REPORTING ISSUER

Pacific Bay Minerals Ltd. 120 – 601 West Cordova Street Vancouver, BC V6B 1G1

DATE OF MATERIAL CHANGE

February 02, 2021

Press Release

A press release announcing the following material change was released on February 02, 2021 in Vancouver, BC through the facilities of Newsfile and Stockwatch pursuant to 85(1) of the BC Securities Act.

Summary of Material Change

The Issuer reports that it has closed a $35,750 final tranche of a previously announce financing through issuance of 286,000 units at a price of at a price of $0.125 per unit (the “Units”). The Units consist of one common share and one warrant to purchase one additional common share at a price of $0.175 for one year. The Units issued under this final tranche will be subject to a four month hold period expiring June 6[th] , 2021.

Full Description of Material Change

See attached News Release

Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

The Issuer is not relying on Subsection 7.1(2) or (3) of National Instrument 51-102

Omitted Information

There have been no omissions to this report.

Executive Officer

David H. Brett (604) 682-2421

DATED this 2nd day of February, 2021 in Vancouver, BC Canada

PACIFIC BAY MINERALS LTD.

“David Brett”

David Brett, President & CEO

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

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Pacific Bay Minerals Ltd. 120 – 601 W. Cordova Street Vancouver, BC, V6B 1G1 Phone: 604-682-2421

Pacific Bay Closes Final Tranche of Financing

For Immediate Release . Vancouver, British Columbia, February 5, 2021. David H. Brett, President and CEO, Pacific Bay Minerals Ltd. (TSX Venture: PBM, “Pacific Bay” or the “Company”) reports that the Company has closed a $35,750 final tranche of a previously announce financing through issuance of 286,000 units at a price of at a price of $0.125 per unit (the “Units”). The Units consist of one common share and one warrant to purchase one additional common share at a price of $0.175 for one year. The Units issued under this final tranche will be subject to a four month hold period expiring June 6[th] , 2021. 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. No finder’s fees were paid with respect to the closing.

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 Financing. 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. 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.