Benjamin Hill Mining Corp. Announces Private Placement of Units - Seite 2

The Agent will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.

The Company has granted the Agent an option to arrange for the sale of up to an additional 15% of the Units, in any combination, at the Offering Price. The Agent’s Option may be exercise in whole or in part at any time up to 48 hours prior to the Closing Date (the “Agent’s Option”), subject to the limitations prescribed by the Exemption.

Upon the closing of the Offering, the Company shall pay to the Agent: (i) a cash commission equal to 6% of the aggregate proceeds of the Offering payable in cash (including any exercise of the Agent’s Option); and (ii) non-transferrable warrants of the Company exercisable at any time prior to the date that is 24 months from the Closing Date to acquire a number of Units equal to 6% of the number of Units issued pursuant to the Offering, at an exercise price equal to the Offering Price.

The Company plans to use the proceeds from the LIFE Units to further the exploration and development of its Alotta Property and for general expenses and working capital. The proceeds of the Accredited Investor Units will be used in whole or part to fund the cash consideration payable under the Company’s proposed acquisition of additional common shares of Aion Mining Corp. (“Aion”). If the Aion common share acquisition is completed as contemplated, the Company will increase its aggregate interest in Aion to a total 40% interest.

The Offering is scheduled to close on or about March 26, 2024 (the “Closing Date”) or such other date(s) as the Company and the Agent may agree and completion of the Offering is subject to certain conditions including, but not limited to, entering into a definitive agency agreement between the Company and the Agent with respect to the Offering and the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (the “CSE”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States or to “U.S. Persons” ” (as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, as amended, and applicable state securities laws.