Bonanza Mining Corporation Updates Information Regarding Private Placement

Bonanza Mining Corporation

Suite 1710 – 1177 West Hastings Street

Vancouver, B.C.

V6E 2L3

Trading Symbol: TSX-V: BNZ Telephone: 778-347-2500 Email: [email protected]

Website: www.bonanzamining.com

Bonanza Mining Corporation Updates Information Regarding Private Placement

Not for dissemination or distribution in the United States and not for distribution to United States

Newswire services

November 26, 2024 – Vancouver, British Columbia: Bonanza Mining Corporation (“Bonanza”) (TSX-

V: BNZ) provides the following disclosure regarding the private placement announced on November 8,

2024, so as to comply with the requirements of TSX Venture Exchange Policies:

1. The proceeds from the private placement will be used for general working capital purposes,

including payments to certain non -arm’s length parties for prior and ongoing professional and

general administrative services;

2. There are no proposed payments to Persons conducting Investor Relations Activities; and

3. All securities issued will be subject to the Exchange Hold Period and will be legended accordingly.

Finders’ fees or brokers’ commissions may be paid in accordance with TSX Venture Exchange policy. All

securities issued as part of the Offering will be subject to a hold period in Canada of four months and one

day from the closing. The Offering and the p ayment of any finders’ fees or brokers’ commissions are

subject to TSX Venture Exchange acceptance.

Bonanza anticipates that insiders may subscribe for a portion of the Offering. The participation of insiders

in the private placement would constitute a related party transaction, within the meaning of TSX-V Policy

5.9 and Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions”

(“MI 61-101”). Bonanza intends to rely on exemptions from the formal valuation and minority shareholder

approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61 -101 on the basis that the fair

market value (as determined under MI 61 -101) of insider participation in the Offering would not exceed

25% of Bonanza’s market capitalization.

For further information, please contact:

Bonanza Mining Corporation

Suite 1710 – 1177 West Hastings Street

Vancouver, B.C. V6E 2L3

Attention: Dayton Marks, President, CEO and Director

Tel: 778-347-2500

Email: [email protected]

or

-2-

Drew Burgess, Director

Tel: 403-383-8254

Email: [email protected]

Cautionary Statements

The securities referred to in this news release have not been, nor will they be, registered under the United

States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or

for the account or benefit of, U.S. pe rsons absent U.S. registration or an applicable exemption from the

U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor

a solicitation for offers to buy any securities. Any public offering of securities in the United States must be

made by means of a prospectus containing detailed information about the company and management, as

well as financial statements.

This news release contains "forward-looking information" within the meaning of applicable securities laws.

Readers are cautioned to not place undue reliance on forward -looking information. Actual results and

developments may differ materially from those contemplated by these statements. The statements in this

news release are made as of the date of this news release. The Company undertakes no obligation to update

forward-looking information, except as required by 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 news

release.