Eagle Bay Resources Announces Private Placement Offering of Flow-Through Units to Raise Gross Proceeds of up to $250,000

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / November 22, 2023 / Eagle Bay Resources Corp. (CSE:EBR) ("Eagle Bay" or the "Company") is pleased to announce that it intends to undertake a non-brokered private placement offering of up to 2,272,727 flow-through units (each, a "FT Unit") at a price of $.011 per FT Unit to raise aggregate gross proceeds of up to $250,000 (the "Offering"). Each FT Unit will consist of one common share in the capital of the Company, to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share"), and one common share purchase warrant (each, a "FT Warrant"). Each FT Warrant shall entitle the holder to purchase one common share (each, a "FT Warrant Share") in the capital of the Company, issued on a non-flow-through basis, at a price of $0.13 per FT Warrant Share for a period of two (2) years from closing of the Offering (the "Closing").

The Company will use the gross proceeds from the sale of the FT Units to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's Cap property located in British Columbia, Canada on or before December 31, 2023. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2023.

All securities issued pursuant to the Offering will be subject to a statutory hold period of four (4) months and a day from the Closing in accordance with securities laws. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. The Closing remains subject to several conditions including receipt of subscriptions and regulatory approval, if required.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the Unites States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.