Mr. Jonathan Hamel reports

BULLION GOLD COMPLETES PRIVATE PLACEMENT

Bullion Gold Resources Corp. has closed a private placement, pursuant to which it has issued 4.91 million units of common stock of the company at a price of five cents per unit and 2,899,285 units of flow-through (FT) shares at a price of seven cents, for gross proceeds of $448,450.

Each unit consists of one common share and one common share purchase warrant, each warrant entitling its holder to purchase one additional common share in the capital of the company for a period of 36 months from the closing date of the private placement, at a purchase price of eight cents per common share. Each flow-through unit comprises one flow-through share and one-half common share purchase warrant, each warrant entitling its holder to purchase one additional common share in the capital of the company for a period of 12 months from the closing date of the private placement, at a purchase price of 10 cents per common share.

Related party transaction

Three insiders of the corporation subscribed for a total of 760,000 units and 650 flow-through units under the offering, which is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuances to the insider are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the corporation's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related party did not exceed 25 per cent of the corporation's market capitalization. The corporation did not file a material change report more than 21 days before the expected closing of the offering as the details of the offering and the participation therein by related parties of the corporation were not settled until shortly prior to closing and the corporation wished to close on an expedited basis for sound business reasons.

In connection with the offering, the company paid finders' fees of 7 per cent in cash ($5,915 total) and issued 84,500 finders' warrants total to two intermediaries. Each finder's warrant is exercisable to acquire one additional common share at a price of five cents per warrant for a period of 36 months from issuance.

All securities issued pursuant to the offering will be subject to a hold period of four months and one day ending on April 24, 2025. The placement is subject to final approval by the TSX Venture Exchange.

Early warning disclosure

Jean-David Moore, a director of the company, will file an early warning report as required by applicable Canadian securities laws following the acquisition of shares of the company under the offer.

Immediately prior to the closing of the offer, Mr. Moore beneficially owned 5,632,000 common shares of the company and 150,000 convertible securities. Following the closing of the offer, Mr. Moore beneficially owns or otherwise exercises control or direction over 6,632,000 common shares of the company and 650,000 convertible securities, representing 9.91 per cent of the company's issued and outstanding shares as of Jan. 3, 2024, on a non-diluted basis, and representing 10.88 per cent of the company's issued and outstanding shares as of Jan. 3, 2024, on a partially diluted basis, triggering the early warning report filing.

The shares acquired by Mr. Moore are for investment purposes. Mr. Moore's future holdings in the securities of the company may increase or decrease in accordance with applicable securities laws and based on various factors he may deem appropriate, including, but not limited to, Mr. Moore's investment criteria, market conditions and other relevant circumstances.

Additional information regarding the foregoing matters will be available in the early warning reports filed under the company's profile on SEDAR+.

About Bullion Gold Resources Corp.

Bullion Gold is involved in the identification, exploration and development of viable mineral properties in the provinces of Quebec and British Columbia.

We seek Safe Harbor.