Benchmark Metals Announces $16.0 Million Brokered Private Placement Financing
31 August 2022 - 10:02PM
Benchmark Metals Inc. (the
“
Company” or “
Benchmark“) (TSX-V:
BNCH) (OTCQB: CYRTF) (WKN: A2JM2X) – is pleased to announce
that the Company has entered into an agreement with PI Financial
Corp. (“PI Financial”) as sole bookrunner on behalf of a syndicate
of agents (the “Agents”), in connection with a marketed best
efforts private placement of up to C$16.0 million (the “Offering”).
The Offering will consist of (i) up to
19,100,000 units (the “Units”) at a price of $0.42 per Unit (“Unit
Offering Price”) and (ii) up to 16,700,000 flow-through units (the
“FT Units”) at a price of $0.48 per FT Unit (collectively, “Offered
Securities”). The Units and FT Units will be offered by way of a
best efforts private placement pursuant to exemptions from the
prospectus requirements to residents of all Provinces of Canada and
such other jurisdictions as may be agreed to by the Company and the
Agents.
Each Unit shall consist of one common share and
one-half (1/2) of one transferable common share purchase warrant
(each whole such common share purchase warrant, a “Warrant”). Each
FT Unit shall consist of one flow-through common share and one-half
(1/2) of one transferable Warrant to be issued on a
non-flow-through basis. Each whole Warrant shall be exercisable
into one additional common share (a “Warrant Share”) for two (2)
years from closing at an exercise price of C$0.65 per Warrant
Share.
The Company has also granted the Agents an
option to increase the size of the offering (the “Agents’ Option”),
which will allow the Agents to offer up to an additional 20% of the
Offering, on the same terms. The Agents’ Option may be exercised in
whole or in part at any time prior to the closing of the Offering,
in any combination of Units and FT Units.
The Company has agreed to pay the Agents a cash
commission equal to 6.0% of the gross proceeds from the Offering
and issue to the Agents non-transferable warrants (“Compensation
Warrants”) equal to 6.0% of the aggregate number of Offered
Securities issued under the Offering. The Compensation Warrants
will be exercisable into common shares at the Unit Offering Price
for a period of twenty four (24) months from the Closing Date.
The net proceeds raised from the Units will be
used to fund ongoing project development expenditures at the
Company’s Lawyer’s Gold-Silver Project, and for working capital and
general corporate purposes.
The gross proceeds from the sale of the FT Units
will be used before the end of 2024 by the Company to incur
eligible “Canadian exploration expenses” that will qualify as
“flow-through mining expenditures” as such terms are defined in the
Income Tax Act (Canada) (the “Qualifying Expenditures“) related to
the Company’s projects in Canada. All Qualifying Expenditures will
be renounced in favour of the subscribers of the FT Units effective
December 31, 2023.
The Offering is expected to close on or about
September 29, 2022 or such other date as agreed between the Company
and the Agents, and is subject to certain conditions including, but
not limited to, the receipt of all necessary regulatory approvals.
The Units and FT Units are subject to a four month and a day hold
period from the Closing Date.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities 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 may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Benchmark Metals
Benchmark Metals Inc. is a Canadian based gold
and silver company advancing its 100% owned Lawyer's Gold-Silver
Project located in the prolific Golden Horseshoe of northern
British Columbia, Canada. The Project consists of three mineralized
deposits that remain open for expansion, in addition to +20 new
target areas along the 20-kilometre trend. The Company trades on
the TSX Venture Exchange in Canada, the OTCQX Best Market in the
United States, and the Tradegate Exchange in Europe. Benchmark is
managed by proven resource sector professionals, who have a track
record of advancing exploration projects from grassroots scenarios
through to production.
Benchmark is part of the Metals Group of
companies, managed by an award-winning team of professionals who
stand for technical excellence, painstaking project selection and
uncompromising corporate governance, with a proven ability to
capitalize on investment opportunities and deliver shareholder
returns. www.metalsgroup.com
ON BEHALF OF THE BOARD OF DIRECTORS
s/ “John Williamson”John
Williamson, Chief Executive Officer
For further information, please
contact:Jim GreigEmail: jimg@BNCHmetals.comTelephone: +1
604 260 6977
NEITHER 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 ADEQUACY OR
ACCURACY OF THIS RELEASE.
This news release may contain certain “forward
looking statements”. Forward-looking statements involve known and
unknown risks, uncertainties, assumptions and other factors that
may cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Any forward-looking statement speaks
only as of the date of this news release and, except as may be
required by applicable securities laws, the Company disclaims any
intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise.
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