Finlay Minerals : Report of Exempt Distribution - July 16, 2021

Form 45-106F1 Report of Exempt Distribution

BCSC EDER Reference Number 9548630

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Investment fund issuer

9 Issuer (other than an investment fund)

Underwriter

ITEM 2 - PARTY CERTIFYING THE REPORT

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name Finlay Minerals Ltd.

Previous full legal name

If the issuer·s name changed in the last 12 months, provide most recent previous legal name.

Websitewww.finlayminerals.com (if applicable)

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of ´legal entity identifierµ

Legal entity identifier

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

Full legal name(s) of co-issuer(s)

(if applicable)

ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS

ITEM 4 - UNDERWRITER INFORMATION

If an underwriter is completing the report, provide the underwriter·s full legal name and firm NRD number.

Full legal name

Firm NRD number

(if applicable)

If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.

Street address

Municipality	Province/State
Country	Postal code/Zip code
Telephone number	Website(if applicable)

ITEM 5 - ISSUER INFORMATION

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

a) Primary industry

Provide the issuer·s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer·s primary business activity.

NAICS industry code

2

1

2

2

2

0

If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer·s stage of operations.

9 ExplorationDevelopmentProduction

Is the issuer·s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.

MortgagesReal estateCommercial/business debtConsumer debtPrivate companies

Cryptoassetsb) Number of employees

Number of employees:

9 0 - 49

50 - 99

100 - 499

500 or morec) SEDAR profile number

Does the issuer have a SEDAR profile?

No

9 YesIf yes, provide SEDAR profile number

0

0

0

1

8

0

1

9

If the issuer does not have SEDAR profile complete item 5(d) - (h). d) Head office address

Street address

Province/State

Municipality

Postal code/Zip code

Country

Telephone number

e) Date of formation and financial year-end

Date of formationFinancial year-end

YYYY

MMDD

MMDD

f) Reporting issuer status

Is the issuer a reporting issuer in any jurisdication of Canada?

No

Yes

If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.

All

AB

BC

MB

NB

NL

NT

NS

NU

ON

PE

QC

SK

YTg) Public listing status

If the issuer has a CUSIP number, provide below (first 6 digits only)

CUSIP number

If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an H[FKDQJH DQG QRW D WUDGLQJ IDFLOLW VXFK DV IRU H[DPSOH DQ DXWRPDWHG WUDGLQJ VVWHP £

Exchange name

h) Size of issuer's assets

Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.

$0 to under $5M	$5M to under $25M	$25M to under $100M
$100M to under $500M	$500M to under $1B	$1B or over

If the issuer is an investment fund, provide the following information.

Full legal name

Firm NRD number(if applicable)

If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.

Street address

b)

Type of investment fund that most accurately identifies the issuer (select only one) .

Balanced

Indicate whether one or both of the following apply to the investment fund .

Invests primarily in other investment fund issuers

Is a UCITs Fundï

ïUndertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.

Date of formation

Financial year-end

YYYY

MMDD

MM

Is the investment fund a reporting issuer in any jurisdication of Canada?

No

Yes

If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.

If the investment fund has a CUSIP number, provide below (first 6 digits only)

CUSIP number

If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the QDPH RI DQ H[FKDQJH DQG QRW D WUDGLQJ IDFLOLW VXFK DV IRU H[DPSOH DQ DXWRPDWHG WUDGLQJ VVWHP £

Exchange name

Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).

$0 to under $5M$100M to under $500M

$5M to under $25M$500M to under $1B

$25M to under $100M

$1B or overDate of NAV calculation:

YYYYMMDD

ITEM 6 - INVESTMENT FUND ISSUER INFORMATION

a) Investment fund manager information

Municipality	Province/State
Country	Postal code/Zip code
Telephone number	Website (if applicable)
Type of investment fund

Money market	Equity	Fixed income
Alternative strategies	Cryptoasset	Other (describe)

c) Date of formation and financial year-end of the investment fund

d) Reporting issuer status of the investment fund

DD
All	AB	BC	MB	NB	NL	NT
NS	NU	ON	PE	QC	SK	YT

e) Public listing status of the investment fund

f) Net asset value (NAV) of the investment fund

ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder·s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in 6FKHGXOH RI WKH UHSRUW £

a) Currency

Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.

9 Canadian dollar

US dollar

EuroOther (describe)

b) Distribution date(s)

State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the GLVWULEXWLRQ SHULRG FRYHUHG E WKH UHSRUW £

Start date

2021

07

09

YYYY

End date

MMDD

2021

07

09

MM

YYYY

DD

c) Detailed purchaser information

Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.

d) Types of securities distributed

Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

Canadian $

Security codeCUSIP number (if applicable)

Description of security

Number of securitiesSingle or lowest price

Highest priceTotal amount

UB

One common share and one non-transferrable common share purchase warrant

17,653,081.00

0.0900

1,588,777.42

FTU

317889

One flow-through common share and one non-transferable non-flow-through common share

8,791,667.00

0.1200

1,055,000.04

e) Details of rights and convertible/exchangeable securities

If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities ZHUH GLVWULEXWHG SURYLGH WKH FRQYHUVLRQ UDWLR DQG GHVFULEH DQ RWKHU WHUPV IRU HDFK FRQYHUWLEOH H[FKDQJHDEOH VHFXULW £

Convertible / exchangeable security code	Underlying security code	Exercise price (Canadian $)	Expiry date (YYYY- MM-DD)	Conversion ratio	Describe other items (if applicable)
Lowest	Highest
W	N	T	C	M	S	0.1350	2023-07-09	1:1
W	N	T	C	M	S	0.1350	2023-07-09	1:1

f) Summary of the distribution by jurisdiction and exemption

State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.

This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.

For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country	Exemption relied on	Number of uniqueð purchasers	Total amount (Canadian $)
British Columbia	NI 45-106 2.3 [Accredited investor]	15	354,699.92
Ontario	NI 45-106 2.3 [Accredited investor]	4	1,176,500.04
Germany	NI 45-106 2.3 [Accredited investor]	2	60,000.00
Belgium	NI 45-106 2.3 [Accredited investor]	2	270,000.00
Sweden	NI 45-106 2.3 [Accredited investor]	1	17,027.50