Benz Announces Annual General and Special Meeting of Shareholders and Placement Update

Benz Mining Corp. (TSXV: BZ,OTC:BENZF) (ASX: BNZ) (Benz or the Company) is pleased to advise that it has set December 16, 2025 at the hour of 10:00 a.m. (Perth, Western Australia time) as the meeting date and time for its annual general and special meeting of shareholders (Meeting). The Company has set November 6, 2025 as the record date for the Meeting. Shareholders of record as at the close of business on the record date will be entitled to receive notice of, attend, and vote at the Meeting.

In addition, further to its announcements dated August 12, 2025 and August 20, 2025 in relation to the private placement for 30,456,853 new fully paid CHESS Depositary Interests (CDIs) in the Company at an issue price of A$0.985 (C$0.8846) per CDI to raise approximately A$30,000,000 (C$26,943,000) (before costs) (Placement), the second tranche of the Placement, which will be placed to Mr. Jolly, a Director of Benz, is subject to shareholder approval to be sought at the Meeting, and consists of 50,762 CDIs at a price of A$0.985 per CDI to raise an additional A$50,000 (C$44,905) (before costs) (Tranche 2 Placement). The participation by Mr. Jolly in Tranche 2 Placement is considered a "related party transaction" as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Tranche 2 Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any CDIs issued to or the consideration paid by Mr. Jolly exceeds 25% of the Company's market capitalization.

The Placement remains subject to the final approval of the TSX Venture Exchange. Each CDI represents one underlying common share in the Company on a one for one basis. All CDIs and underlying common shares issued in connection with the Placement are subject to a statutory hold period in Canada of four months and one day from their respective date of issuance.

Australian dollar amounts disclosed above were converted into Canadian dollars using the Bank of Canada's exchange rate posted on August 12, 2025 of A$1 = C$0.8981.

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This announcement has been approved for release by the Board of Benz Mining Corp.

For more information, please visit: https://benzmining.com/.

Forward-Looking Statements

Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively Forward-Looking Information) as such term is used in applicable Canadian securities laws. Forward-Looking Information includes, but is not limited to, statements regarding the Meeting, the completion of Tranche 2 Placement and the approval of the TSX Venture Exchange in respect of the Placement. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipates", "complete", "become", "expects", "next steps", "commitments" and "potential", in relation to certain actions, events or results "could", "may", "will", "would", be achieved. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that the tenements associated with the Glenburgh and Mt Egerton projects that are still pending grant or undergoing the renewal process will be granted and/or renewed, as applicable, in a timely manner; the current exploration, development, environmental and other objectives concerning the Company's Projects (including Glenburgh and Mt Egerton) can be achieved; and the continuity of the price of gold and other metals, economic and political conditions, and operations.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedarplus.ca and www.asx.com.au. Accordingly, readers should not place undue reliance on Forward-Looking Information. The Forward-looking information in this news release is based on plans, expectations, and estimates of management at the date the information is provided and the Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

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 ACCURACY OR ADEQUACY OF THIS RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271402