Mr. Cole McClay reports

BENJAMIN HILL MINING CORP. ANNOUNCES PRIVATE PLACEMENT OF UNITS

Benjamin Hill Mining Corp. has entered into an engagement letter agreement with Eight Capital pursuant to which the agent will act as the agent for the company on a best efforts agency basis in connection with a private placement of up to 7,812,500 units of the company at a price of 64 cents per unit for a gross proceeds to the company of up to $5-million. The offering has been structured such that 6.25 million units will be offered pursuant to the listed issuer financing prospectus exemption whereby these securities will not subject to any hold period and up to 1,256,500 units which will be offered pursuant to the accredited investor prospectus exemption whereby these securities will be subject to a statutory hold period of four months and one day.

The offering

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company for a period of 36 months following the issuance thereof at an exercise price of 80 cents per warrant share.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the LIFE units are being made available to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

The accredited investor units are being made available to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the accredited investor exemption under Section 2.3 of NI 45-106, and will be subject to a statutory hold period of four months plus one day from issuance in accordance with applicable Canadian securities laws.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

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, 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 per cent 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, 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 per cent 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 per cent 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. If the Aion common share acquisition is completed as contemplated, the company will increase its aggregate interest in Aion to a total 40-per-cent interest.

The offering is scheduled to close on or about March 26, 2024, 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.

Debt settlement

The company is also announcing its intention to settle aggregate debts owing to certain creditors in the amount of $741,868.10 through the issuance of 1,149,934 common shares of the company at a deemed price of 64 cents per share. The shares for debt transaction is expected to close on March 8, 2024. The issuance of the common shares under the shares for debt transaction is subject to acceptance for filing by the CSE. All common shares to be issued in connection with the shares for debt transaction will be subject to a four-month-and-one-day hold.

About Benjamin Hill Mining Corp.

Benjamin Hill Mining is a Canadian-listed junior exploration company focused on exploring and advancing the Alotta project. The Alotta project is a porphyry copper-gold-molybdenum prospect, located 50 kilometres south of the Casino porphyry deposit in the unglaciated portion of the Dawson Range porphyry/epithermal belt in the Yukon of Canada.

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