Bonanza Mining Corporation Announces Private Placement and announces a new Director
423 East 10th Street North Vancouver, B.C.
V7L 2E5
Trading Symbol: TSX-V: BNZ Telephone: 604-619-0225 Email: [email protected] and Fax: 604-980-6264 [email protected] Website: www.bonanzamining.com
Bonanza Mining Corporation Announces Private Placement and announces a new Director
Not for dissemination or distribution in the United States and not for distribution to United States Newswire services
May 2, 2024 – Vancouver, British Columbia: Bonanza Mining Corporation (“Bonanza”) (TSX-V: BNZ) announces a non-brokered private placement (the “Offering”) of up to $1,250,000. The Offering will consist of the sale of:
(a) up to 10,000,000 non-flow-through units (the “NFT Units”) at a price of $0.05 per NFT Unit, to raise gross proceeds of up to $500,000; and
(b) up to 10,714,285 flow-through units (the “FT Units”) at a price of $0.07 per FT Unit, to raise gross proceeds of up to $750,000.
Each NFT Unit will consist of one common share and one common share purchase warrant (a “NFT Warrant”), with each NFT Warrant to entitle the holder to purchase one additional common share at a price of $0.07 per share for a period of 24 months from closing, subject to potential acceleration of the expiry date as disclosed below. Each FT Unit will consist of one flow-through common share and one common share purchase warrant (a “FT Warrant”), also to be issued on a non-flow-through basis. Each FT Warrant shall entitle the holder to purchase one additional common share at a price of $0.07 for a period of 24 months from closing, provided that both the NFT Warrants and the FT Warrants will be subject to potential earlier expiry in the event the closing market price of Bonanza’s shares as traded on the TSX Venture Exchange is $0.15 or greater for a period of ten consecutive trading days subsequent to four months and one day from closing. In that event, Bonanza will have the right to provide all warrantholders with notice of an accelerated Warrant expiry date. In the event of the giving of such notice, each warrantholder would have 30 calendar days from the receipt of such notice to exercise its Warrants, after which they would expire.
The proceeds from the sale of the FT Units will be used to incur exploration expenses that qualify as Canadian Exploration Expenses to conduct a diamond drilling program on previously defined IP and soil geochemistry targets at Bonanza’s MC property near the town of Stewart in north-central B.C. The MC property adjoins the east side of Ascot’s Premier mine property which Ascot is placing into commercial production and recently made its first gold pour. The proceeds from the sale of the NFT Units will be used for general working capital purposes.
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 of the Offering. The Offering and the payment 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.
Bonanza also announces the election to its Board of Directors of Maurizio Grande at its recent Annual General Meeting. Mr. Grande was the founder, and is the President and co-owner of Marble Art Canada Ltd., a private company founded in 1979 that is involved in the supply, manufacture and installation of stone products. He was also a director of Manera Capital Corp. from September 2013 until it completed a Qualifying Transaction with GT Gold Corp. in November 2016 (subsequently acquired by Newmont Corporation). He was also the Vice-President and a Director of Califfi Capital Corp. (now Bonanza Mining Corporation) from February 2017 until March 2021, and a Director of Vincero Capital Corp. from May 2019 to March 2021 until it completed a Qualifying Transaction involving Rakovina Therapeutics Inc. He is also the Vice-President and a Director of AD4 Capital Corp., a capital pool company listed on the TSX Venture Exchange.
For further information, please contact:
Bonanza Mining Corporation 423 East 10th Street North Vancouver, B.C. V7L 2E5 Attention: Alfredo De Lucrezia, President, CEO and Director Tel: 604-619-0225 Email: [email protected]
or
Chris Graf, Vice-President, Exploration Tel: 250-429-3572 Email: [email protected]
or
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. persons 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 press 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 press release are made as of the date of this press 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 press release.