Benz Announces Agreement FOR Proposed Qualifying Transaction
LEGAL_1:77966018.1
BENZ CAPITAL CORP.
3847 Vance Road
Cultus Lake, BC V2R 5A6
PRESS RELEASE
January 11, 2023 TSX-V: BCC.P
BENZ ANNOUNCES AGREEMENT FOR
PROPOSED QUALIFYING TRANSACTION
VANCOUVER, BC – Benz Capital Corp. (“Benz” or the “ Company”) announces that it has
entered into an agreement dated January 10, 2023 (the “Purchase Agreement”) with Copper Co
d.o.o. (the “Vendor”). Pursuant to the Purchase Agreement, the Vendor has granted the sole and
exclusive right (the “Right to Purchase”) to the Company to acquire 100% of the interest of the
Vendor in certain mineral claims known as the Tolisnica and Stanca Project, located near city of
Kraljevo, Republic of Serbia (the “Property”).
Benz is a “capital pool company” under the policies of the TSX Venture Exchange (the
“Exchange”) and the Purchase Agreement with the Vendor will constitute its “Qualifying
Transaction” (the “Transaction ”) in accordance with Exchange Policy 2.4 - Capital Pool
Companies (“Policy 2.4”). Upon completion of the Transaction, the Company expects to be listed
as a Tier 2 Mining Issuer on the Exchange and will carry on the business of exploration of the
Property.
Terms of the Transaction
In consideration of the grant of the Right to Purchase, the Company will pay a total of $125,000
to the Vendor in cash payments per the schedule listed below and make a one -time issuance of
4,300,000 warrants to purchase common shares of the Company (“ Common Shares ”) to the
Vendor at an exercise price of $0.125 per Common Share for a period of five (5) years from the
date of issuance (the “Initial Payment Warrants ”) within 5 business days of the date on which
the Exchange approves the Purchase Agreement (the “Effective Date”).
The cash payments will be made as follows:
(a) $25,000 within 5 days of the Effective Date; and
(b) an additional $100,000 on the 18-month anniversary of the Effective Date.
Following the exercise of the Right to Purchase, the Company will also make certain milestone
payments to the Vendor per the schedule listed below:
- 2 -
LEGAL_1:77966018.1
(c) pay the Vendor $200,000 in cash within 5 business days of the earlier of: (i) the
commencement of a scoping study on the Property; or (ii) the 5th anniversary of the
Effective Date; and
(d) grant the Vendor a 0.5% net smelter returns royalty within 5 business days of the
commencement of commercial production on the Property.
The Purchase Agreement and the Transaction are subject to a number of conditions including, but
not limited to, receipt of all required regulatory approvals, inclu ding Exchange approval. There
are no finder’s fees or commissions associated with the Transaction.
The Property
The Property consists of Exploration License 2422, which covers 18.9 km2 in south-central Serbia.
It is located approximately 220 km south by road from the c apital city of Belgrade, near the city
of Kraljevo. A network of asphalt and mainly gravel and dirt roads connects almost all parts of the
Property.
The Tolisnica and Stanca Property has a history of intermittent exploration starting in the m id-
1970s. In 1975 to 1978, the state mining company RTB Bor completed drilling and rock chip
sampling work. At the Stanca Prospect, 13 diamond drill holes totalling 2,086.50 m (“metres”)
were completed and at the Tolisnica Prospect, 15 diamond drill holes totalling 2,325.10 m were
completed.
The drill holes intersected several styles of mineralization. Results included Hole SB-12 which
intersected multiple vein structures within a 25.5 metre of wid e zone assaying 0.945% Cu,
including 9m assaying 2.147% Cu. Hole SB-6 returned a reported 15.3 m zone assaying 1.011%
Cu. Cobalt grades in the historical rock chips range from several hundred ppm to 2,000 ppm Co.
The cobalt appears to be associated with magnetite and chalcopyrite.
The ground magnetics survey was completed in April 2018 by S.C. Belevion S.R.L., a Romanian
based geophysical contractor, over the property prospect areas.
Concurrent Financing
In connection with the Transaction, the Company is anticipating that it will complete a concurrent
private placement (the “Concurrent Financing”), the terms of which will be determined at a later
date. The Company intends to use the net proceeds of the Concurrent Financing to fund the
recommended work program on the property and working capita l. The Company will issue a
subsequent news release once the technical report and terms of the Concurrent Financing have
been finalized in accordance with Policy 2.4.
Arm’s Length Transaction
The Transaction will be an arm’s length transaction in accordanc e with the policies of the
Exchange and will not require approval of the shareholders of Benz.
- 3 -
LEGAL_1:77966018.1
Directors and Management
The current directors of the Company will all remain as directors of the Company following the
completion of the Transaction.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange .
The Company intends to make an application to the Exchange to have the requirement for
sponsorship of the Transaction waived. There can be no assurance that the waiver will be granted.
In any event, an agreement to sponsor should not be construed as any assurance with respect to the
merits of the Transaction or the likelihood of its completion.
Trading Halt
In accordance with Exchange policies, the C ommon Shares are currently halted for trading and
will remain so until completion of the Transaction. The Company expects to provide an update
with respect to the Property and the proposed Qualifying Transaction in a subsequent press release
in accordance with Policy 2.4.
About The Company
The Company is designated as a Capital Pool Company by the Exchange. The Company has not
commenced commercial operations and has no assets other than cash. The only business of the
Company is the identification and evaluati on of assets or businesses with a view to completing a
"Qualifying Transaction" in accordance with Exchange Policy 2.4.
Qualified Person
Nick Tintor, Chairman, is a “qualified person” in accordance with National Instrument 43 -101 –
Standards of Disclosure for Mineral Projects and has reviewed and approved the technical
information contained in this news release.
For further information please contact:
Miloje Vicentijevic, President & CEO
Phone: (604) 617-1239
Email: [email protected]
Forward-Looking Statements
This press release may contain certain “forward -looking statements ”. Forward- looking
statements involve known and unknown risks, uncertainties, assumptions and other factors that
may cause the actua l 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. These forward - looking statements or information may relate to the
Transaction, the Concurrent Financing, various approvals required in connection with the
Transaction, and other events , factors and information described above in connection with the
Transaction. Any forward-looking statement speaks only as of the date of this news release and,
- 4 -
LEGAL_1:77966018.1
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.
Completion of the Transaction is subject to a number of conditions, including, but not limited to,
Exchange acceptance and if applicable pursuant to Exchange R equirements, majority of the
minority shareholder approval. Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction
and has neither approved nor disapproved the contents of this press release.