Benjamin Hill Mining Corp. announced that it has entered into an engagement letter agreement with Eight Capital on a best efforts agency basis in connection with a private placement of up to 7,812,500 units at an issue price of CAD 0.64 per Unit for the gross proceeds of CAD 5,000,000 on March 4, 2024. The Offering has been structured such that 6,250,000 LIFE 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 Accredited Investor 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.

Each Unit will consist of one common share 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 CAD 0.80 per Warrant Share. 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 (the ?CSE?).

Upon the closing of the Offering, the Company shall pay to the Agent 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 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 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 nd will be subject to a statutory hold period of four months plus one day from issuance in accordance with applicable Canadian securities laws.