Subject: Bonanza Mining Corporation - News Release
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File: '\\swfile\EmailIn\20251114 153012 Attachment BNZ nov 14 2025 dissemnation ltr.docx'
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* denotes a Personal Law Corporation
TUPPER JONSSON & YEADON
BARRISTERS & SOLICITORS
An Association of Lawyers and law corporations
CARL R. JONSSON* LEE S. TUPPER* 1710 - 1177 West hastings street
GLENN R. YEADON* Vancouver, b.c., canada
JEFFREY T. K. FRASER* V6E 2L3
Tel: (604) 683-9262 Local 118
Direct Line: (604) 640-6355
Fax: (604) 681-0139
Email yeadon@securitieslaw.bc.ca
REPLY ATTENTION OF: GLENN R. YEADON
OUR FILE: 46510
November 14, 2025 BY EMAIL
Canada Stockwatch
Vancouver, B.C.
By Email: to news@stockwatch.com
Market News Publishing, Inc.
Vancouver, B.C.
By Email: to news@baystreet.com
Dear Sirs:
RE: BONANZA MINING CORPORATION
We are the solicitors for the above-mentioned company, and are enclosing a copy of its News Release of even date, which we would ask that you disseminate pursuant to the TSX Venture Exchange's requirements, as well as for distribution in the normal fashion. (Please note that we will be handling the SEDAR+ filing of this News Release.)
Yours very truly,
TUPPER JONSSON & YEADON
"Glenn R. Yeadon"
Glenn R. Yeadon
GRY/ss
Enclosure
c: Bonanza Mining Corporation - via email to delucrezia@shaw.ca
Attention: Alfredo De Lucrezia
Chris Graf (by email) to cgraf@spectrummining.com
Drew Burgess (by email) to asburg100@gmail.com
Dan Martino (by email) to dmartino@dbmcpa.ca
TSX Venture Exchange - via SEDAR+
British Columbia Securities Commission - via SEDAR+
Alberta Securities Commission - via SEDAR+
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File: '\\swfile\EmailIn\20251114 153014 Attachment bonanza nov 14 2025 nrv4.docx'
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Bonanza Mining Corporation
Suite 1710 - 1177 West Hastings Street
Vancouver, B.C.
V6E 2L3
Trading Symbol: TSX-V: BNZ Telephone: 604-619-0225 Email: delucrezia@shaw.ca or asburg100@gmail.com Website: www.bonanzamining.com
BONANZA MINING CORPORATION ANNOUNCES PRIVATE PLACEMENTS
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
November 14, 2025 - Vancouver, British Columbia: Bonanza Mining Corporation ("Bonanza" or the "Company") (TSX-V: BNZ) proposes to raise the following funds by way of private placements (the "Offering");
(a) up to $275,000 by the sale of up to 11,000,000 units at a price of $0.025 per unit, with each unit to consist of one common share and one share purchase warrant, with each warrant to entitle the holder to purchase one additional common share at a price of $0.05 for a period of two years from closing; and
(b) up to $960,000 by the sale of up to 32,000,000 flow-through units at a price of $0.03 per flow-through unit, with each flow-through unit to consist one flow-through common share and one share purchase warrant, with each warrant to entitle the holder to purchase one common share at a price of $0.07 for a period of two years from closing.
The Offering will be made available to certain subscribers pursuant to B.C. Instrument 45-536 - "Exemption from Prospectus Requirement for Certain Distributions Through an Investment Dealer" and in similar instruments in other jurisdictions in Canada (the "Investment Dealer Exemption"). In accordance with the requirements of the Investment Dealer Exemption, Bonanza confirms that there is no material fact or material change about Bonanza that has not been generally disclosed.
The private placements will be non-brokered; however, the Company may pay finders' fees in accordance with the rules and policies of the TSX Venture Exchange (the "Exchange"). The private placements will be subject to the completion of formal documentation and the receipt of all necessary regulatory approvals, including Exchange acceptance.
Certain insiders of the Company may participate in the private placements, with full particulars of such participation to be included in the news release announcing the closing of these private placements. The participation of insiders in the Offering would constitute a related party transaction, within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"). The Company 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 the Company's market capitalization.
The Company also provides the following information in connection with the Offering:
(a) the proceeds from the unit private placement will be used for general working capital purposes, including payments to certain non-arm's length parties for prior (approximately $150,000) and ongoing professional and general administrative services;
(b) there will be no payments to persons conducting Investor Relations Activities;
(c) all of the proceeds from the flow-through unit private placement will be used for further exploration at the Company's MC property situated in the Skeena Mining District of British Columbia; and
(d) all securities issued pursuant to the Offering will be subject to a four month and one day hold period under applicable Canadian securities laws as well as to the "Exchange Hold Period", in addition to such other restrictions that may apply under applicable securities laws of jurisdictions outside of Canada.
For further information, please contact:
Bonanza Mining Corporation
Suite 1710 - 1177 West Hastings Street
Vancouver, B.C. V6E 2L3
Attention: Alfredo De Lucrezia, President and Director
Tel: 604-619-0225
Email: delucrezia@shaw.ca
or
Drew Burgess, CEO and Director
Tel: 403-383-8254
Email: asburg100@gmail.com
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.
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.
This News Release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from expected results.
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