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Benchmark Metals and Thesis Gold Announce Merger to Create Premier Precious Metals Project

Vancouver, British Columbia--(Newsfile Corp. - June 5, 2023) - Benchmark Metals Inc. (TSXV: BNCH) (OTCQX: BNCHF) (WKN: A2JM2X) ("Benchmark") and Thesis Gold Inc

articleThesis Gold & Silver Inc.June 5, 20234/company/thesis-gold-inc/news/benchmark-metals-and-thesis-gold-announce-merger-to-create-premier-precious-metals-project
Benchmark Metals and Thesis Gold Announce Merger to Create Premier Precious Metals Project

About this update from Thesis Gold & Silver Inc.

[{"type":"text","content":" Vancouver, British Columbia--(Newsfile Corp. - June 5, 2023) - Benchmark Metals Inc. (TSXV: BNCH) (OTCQX: BNCHF) (WKN: A2JM2X) (\"Benchmark\") and Thesis Gold Inc. (TSXV: TAU) (WKN: A2QQ0Y) (OTCQX: THSGF) (\"Thesis\") are pleased to announce that they have entered into a definitive arrangement agreement (the \"Arrangement Agreement\"), pursuant to which Benchmark will acquire all of the issued and outstanding common shares of Thesis (each, a \"Thesis Share\") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the \"Arrangement\" or the \"Transaction\"). Under the terms of the Transaction, Thesis shareholders will receive 2.5584 of a common share of Benchmark (each whole share, a \"Benchmark Share\") for each Thesis Share held (the \"Exchange Ratio\"). The Exchange Ratio implies consideration of C$0.96 per Thesis Share based on the closing market price of the Benchmark Shares on the TSX Venture Exchange (the \"TSXV\") on June 2, 2023, implying a premium of approximately 26.2% to the closing price of the Thesis Shares on the TSXV on the same date. Based on the 20-day volume weighted average price of the Thesis Shares ending on June 2, 2023, the Exchange Ratio implies a premium of 27.8% to Thesis Shareholders. Existing shareholders of Benchmark and Thesis will own approximately 60% and 40%, respectively, of the outstanding shares of the combined company (the \"Combined Company\") on the completion of the Transaction. Strategic Rationale for the Transaction Increased Scale: This transaction creates one of the largest precious metals development and exploration companies in the prolific Toodoggone Mining District of British Columbia. It consolidates two significant exploration projects, as the ongoing development of Benchmark's Lawyers project is adjacent to high quality exploration targets on Thesis' Ranch Project. It has the potential to enhance Benchmark's current 3.14 million ounces (Moz) of gold equivalent (AuEq)1 measured and indicated (M&I) mineral resources and 0.415 Moz AuEq1 inferred mineral resources at Lawyers with high-grade, near-surface mineralization at Ranch.2 Growth and Catalysts: Focused on resource growth, exploration, and discovery through 50,000m of drilling in 2023 with the goal of defining a new combined Lawyers & Ranch resource estimate (Q1/Q2 2024)...

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