Bravo Mining — Capital/Financing Update 2022

Jul 4, 2022

BRAVO MINING CORP. INITIAL PUBLIC OFFERING OF COMMON SHARES TERM SHEET JULY 4, 2022

An amended and restated preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all of the provinces of Canada, other than Québec. A copy of the amended and restated preliminary prospectus, and any amendment, is required to be delivered with this document.

The amended and restated preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary prospectus, the final prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The following is a summary of the principal features of the Offering and should be read together with the more detailed information, financial data and statements contained elsewhere in the amended and restated preliminary prospectus. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the amended and restated preliminary prospectus.

The securities offered herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and, subject to certain exceptions, may not be offered or sold within the United States, as such term is defined in Regulation S under the U.S. Securities Act. The securities have not been approved or disapproved by the Securities and Exchange Commission or by any state securities commission or regulatory authority, nor have any of the foregoing authorities passed on the accuracy or adequacy of any offering document provided in connection with the offering of these securities. Any representation to the contrary is a criminal offense.

Terms and Conditions

erms and Conditions
Issuer:	Bravo Mining Corp. (the “Company”).
Offered Shares:	Common shares of the Company (the “Common Shares”).
Offering:	23,000,000 Offered Shares, representing approximately 22.77% of the issued and outstanding Common
	Shares.
	(26,450,000 Offered Shares, representing approximately 25.32% of the issued and outstanding Common
	Shares if the Over-Allotment Option is exercised in full).
Offering Price:	It is anticipated that the Offering Price will be between C$1.75 and C$2.00 per Offered Share.
Offering Size:	It is anticipated that the Offering will be for aggregate gross proceeds of between C$40,250,000 and
	C$46,000,000 (assuming no exercise of the Over-Allotment Option).
Over-Allotment Option:	The Agents shall have the option, exercisable, in whole or in part, at any time on and for a period of 30
	days following the Closing Date, to sell up to 3,450,000 additional Common Shares (the “Additional
	Shares”) (representing 15% of the aggregate number of Offered Shares sold pursuant to the Offering) at
	the Offering Price, to cover over-allotments, if any, and for market stabilization purposes.
Share Capital and	The authorized share capital of the Company consists of an unlimited number of Common Shares. The
Shares Outstanding:	Company has 78,000,001 Common Shares issued and outstanding. Immediately following the completion
	of the Offering, an aggregate of 101,000,001 Common Shares will be issued and outstanding
	(104,450,001 Common Shares if the Over-Allotment Option is exercised in full), excluding Common
	Shares that may be issued upon exercise of any outstanding options, warrants or other convertible
	securities issued by the Company.
Restrictions on	Pursuant to the Agency Agreement, the Company has agreed that it will not, directly or indirectly, issue
Securities Distributions:	or sell any Common Shares or any securities convertible into or exchangeable for or exercisable to
	acquire Common Shares for a period of 180 days following the Closing Date without the prior written

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consent of the Co-Lead Agents, on behalf of the Agents, such consent not to be unreasonably withheld, except in conjunction with: (i) the grant of Options and other similar issuances pursuant to the Stock Option Plan and/or other share compensation arrangements of the Company exercisable for securities not to exceed a maximum of 3.0% of the issued and outstanding Common Shares at an exercise price not less than the Offering Price, (ii) the exercise of any Options, warrants or any other convertible securities outstanding as of the Closing Date, (iii) obligations in respect of any agreements existing and in effect as of the Closing Date, and (iv) the issuance of securities in connection with non-material acquisitions in the normal course of business.

Pursuant to the Agency Agreement, the Company has also agreed to use its best efforts to cause each of its directors, officers and principal shareholders to enter into lock-up agreements to be executed concurrently with the closing of the Offering, pursuant to which each such person will agree, among other things, to not, for a period of 180 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

Pursuant to the terms of the subscription agreements entered into between the Company and each of the subscribers under the First Private Placement, 10,000,000 Common Shares issued to certain directors, officers, employees and consultants of the Company in the First Private Placement are subject to a contractual restriction on transfer for a period of 24 months from the Listing Date, subject to automatic timed release as further described in the Prospectus. In the event that any such holder ceases to be a director, officer, employee and/or consultant of the Company at any time within the 24 month period following the Listing Date, the Company will locate one or more purchasers for such holders Common Shares at a purchase price equal to the price paid by such holder and such holder will use commercially reasonable efforts to complete the sale of such Common Shares.

Co-Lead Agents:

Agents’ Fee:

TSXV Listing:

Jurisdictions:

Canaccord Genuity Corp. and BMO Capital Markets, as co-lead agents and joint bookrunners.

Pursuant to the terms and conditions of the Agency Agreement and in consideration for the services to be rendered by the Agents in connection with the Offering, the Agents will receive the Agents’ Fee equal to 6.0% of the gross proceeds from the sale of the Offered Shares (including any Additional Shares sold on exercise of the Over-Allotment Option), provided the cash fee payable on subscriptions for Offered Shares by persons on the President’s List, as agreed upon between the Company and the Co-Lead Agents, shall be reduced to 3.0% of the gross proceeds from such sales, other than in respect of subscriptions for Offered Shares by insiders of the Company for which it shall be reduced to 1.0% of the gross proceeds from such sales. The size of the President’s List will be for up to an aggregate maximum of C$[●]. The Company will also pay the Agents’ expenses, including legal fees and disbursements.

The Company has applied to list the Common Shares (including the Offered Shares) on the TSXV under the proposed TSXV trading symbol “BRVO”. The TSXV listing will be subject to the Company fulfilling all the listing requirements of the TSXV.

The Offering will be marketed (i) to the public in all of the provinces of Canada, other than Québec, by way of long form prospectus offering; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 , as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.

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Use of Proceeds:

The Company intends to use the net proceeds of the Offering, together with other available funds, for exploration and development expenses on the Company’s Luanga Project, for a Mineral Rights Payment installment and for general administrative expenses and working capital.

Eligibility: Closing Date:

The Offered Shares will be eligible for Canadian RRSP, RRIFs, RDSPs, RESPs and TFSAs.

The closing of the Offering is expected to occur on or about [●], 2022, or such other date as the Company and the Co-Lead Agents, on behalf of the Agents, may agree.

There is currently no market through which the Offered Shares may be sold and purchasers may not be able to resell the Offered Shares purchased under the Prospectus. This may affect the pricing of the Offered Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Offered Shares, and the extent of issuer regulation. See “Risk Factors” in the Prospectus.

There is no minimum amount of funds that must be raised under the Offering. This means that the Company could complete the Offering after raising only a small proportion of the Offering amount set out above.

An investment in the Offered Shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” and elsewhere in the Prospectus before purchasing the Offered Shares. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Prospectus.

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