Bravo Mining — Capital/Financing Update 2023

Jun 1, 2023

BRAVO MINING CORP. PUBLIC OFFERING OF COMMON SHARES AMENDED TERM SHEET

JUNE 1, 2023

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada (other than the province of Quebec). A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the Offered Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Offered Shares, before making an investment decision.

All amounts in C$ unless otherwise stated.

Issuer: Bravo Mining Corp. (the “ Company ”).

Offering: 4,911,015 common shares (" Offered Shares ") from the treasury of the Company (the “ Public Offering ”). Offering Price: $3.50 per Offered Share (the “ Offering Price ”). Size of Offering: $17,188,552.50.

• Over-Allotment Option: The Company has granted to the Agents an option (the “ Over-Allotment Option ”) exercisable, in whole or in part until 11:59 p.m. Toronto time on the 30[th] day following the Closing Date to purchase up to such number of additional Offered Shares of the Company at the Offering Price, as is equal to 15% of the number of Offered Shares of the Company issued pursuant to the Public Offering, for market stabilization purposes and to cover over-allotments, if any.

• Public Offering: “Best efforts” public offering by way of a prospectus supplement to the Company’s short form base shelf prospectus dated May 16, 2023, to be filed in all of the provinces of Canada (other than the province of Quebec).

  • The Offered Shares will also be offered in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and may also be offered in certain jurisdictions outside of Canada and the United States provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

• Private Placement: The Company intends to complete a private placement offering (the “ Private Placement ”) of 803,985 common shares of the Company at the Offering Price for aggregate gross proceeds of $2,813,947.50 (888,852 common shares of the Company for aggregate gross proceeds of $3,110,982 if the Over-Allotment Option for the Public Offering is exercised in full). It is expected that the closing of the Private Placement will occur approximately 5 business days following the closing of the Public Offering.

• Use of Proceeds: The net proceeds of the Public Offering and Private Placement will be used to advance the Luanga Project and for general working capital purposes in the manner to be outlined in the prospectus supplement.

Co-Bookrunner Agents: Canaccord Genuity Corp. and National Bank Financial Inc.

==> picture [167 x 53] intentionally omitted <==

Agency Agreement: The Company and the Agents will enter into a definitive agency agreement which agreement will contain “material change out”, “disaster and regulatory out”, “breach out” and “market out” clauses running to the closing of the Public Offering and Private Placement. Listing: The common shares of the Company are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “BRVO”. The Offered Shares shall be listed on the TSXV which listing shall be conditionally approved prior to the Closing Date. Eligibility: The Offered Shares shall be eligible for RRSPs, RRIFs, RDSPs, TFSAs and DPSPs. Commission: Cash commission equal to 5.0% of the gross proceeds of the Public Offering and Private Placement (other than in respect of the President’s List in which case shall be reduced to 2.5%). Closing Date: June 8, 2023 or such other date as the Co-Lead Agents and the Company may agree.

Investing in securities of the Company involves a high degree of risk. You should carefully review and consider the risks outlined in the prospectus, including the documents incorporated by reference, and, the prospectus supplement.

National Bank or affiliates thereof, owns or controls an equity interest in TMX Group Limited ("TMX Group") and has a nominee director serving on the TMX Group’s board of directors. As such, National Bank may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or corporation is required to obtain products or services from TMX Group or its affiliates as a condition of National Bank supplying or continuing to supply a product or service.

==> picture [167 x 53] intentionally omitted <==