Benchmark Receives a Cceptance of Propert Y Option,
Unit
210
,
8429 24
th
Street
N.W.
Edmonton, Alberta
,
T6P 1L3
, Canada
Telephone: +1 604 260 6977
Web: www.
benchmarkmetals
.com
June 7, 2018
TSX
-
V: BNCH
OTCQB: CYRTF
WKN: A2JM2X
BENCHMARK RECEIVES A
CCEPTANCE OF PROPERT
Y OPTION,
AND
PROPOSES
CLOS
ING DATE FOR
$3.21 MILLION
NON
-
BROKERED
UNIT
OFFERING
Vancouver
–
June 7
, 2018
–
Benchmark Metals Inc.
(formerly,
Crystal Exploration Inc.
,
the
“
Company
”
or “
Benchmark
”
) (
TSX
-
V:
BNCH
)
(
OTCQB: CYRTF
) (
WKN: A2JM2X
)
–
F
urther to the
Company’s
prior
announcement
s
on March 22
and May 9
, 2018,
Benchmark
is pleased to
report
that
on
June 6, 2018,
it
received final acceptance from the TSX Venture Exchange
of
its option and joint venture
letter
agreement
(the “
OJVA
”)
with PPM Phoenix Precious Metals Corp.
(“
PPM
”)
for
the Company’s
option to acquire
from PPM
up to a 75% interest in the Lawyers Property,
B.C.
(the “
Lawyers Property
”)
over three years
. The Company
also proposes to close on June 14, 2018
its non
-
brokered unit offering
for
gross proceeds of
$3.21 million
(the “
Unit Offering
”)
to
f
und
the initial phase of exploration work on
the
Lawyers
Property
and general working capital purposes
.
Upon
closing of the offering, it is anticipated that
the TSX Venture Exchange (the “
TSX
-
V
”) will
issue an Exchange Bulletin providing
final acceptance of
these transactions
and
notice that
the Company
will resume
trading
at the opening of the
TSX
-
V market
on
the second trading day
subsequent to
issuance of the Exchange Bulletin.
Accordingly,
t
he Company expects
trading will resume on Monday, June 18, 2018.
Property Option
Pursuant
to the OJVA,
the Company will pay to PPM
a
sum of $200,000
(which is credited towards the
Company’s earn
-
in requirements below)
, and issue
to PPM
the first instalment
of 1.0 million common shares.
The Company will have a period of one year to incur $
2.0
million in exploration expenditures on the Lawyers
Property
(including the $200,000 advanced to PPM above)
,
and must incur a total of $5.0 m
illion by
June 6
,
2021 to acquire its first 51% interest in the project. The Company may acquire an additional 9% interest (for
a total
interest
of 60%) by issuing
to PPM
an additional 2.0 million common shares
,
and incurring a further
$2.5 million in exp
loration or development expenditures
by
June 6
, 2021, and the Company may further
acquire an additional 15% (for a total interest of 75%) in the Lawyers Property by issuing
to PPM
an
additional 1.0 million common shares
,
and incurring a further $1.5 millio
n in exploration or development
expenditures by
June 6
, 2021.
Upon the Company earning its largest interest in the Property, the parties will either enter into a joint venture
agreement for the further exploration and development of the Property, or, if the Company has acquired a
75% interest, then PPM may elect to s
ell its 25% interest in the Property to the Company, based on either an
independent valuation, or a formula set out in the
OJVA
based on the Company’s market capitalization. The
Company will be the operator of the
Lawyers
Property.
The terms of the joint
venture agreement will include
provisions for the dilution of a party’s interest, in the event the party does not contribute its proportionate cost
share to the further exploration and development of the
Lawyers
Property. The interest of any party dilute
d
to 5% or less will be automatically converted into a 2.5% net smelter returns royalty (the “
NSR
”), with the
other party having the right to buy
-
down one
-
half of the NSR for $1 million.
The Company
will
also issue 94,444 common shares to an arm’s length
finder in connection with the
acquisition of the Lawyers Property option, and may pay a further $90,000 to the finder
, in cash or shares,
upon completion of the first year’s minimum required exploration work of $
2.0
million. The finder may elect
to be pai
d the finder’s fee in cash or
common
shares
of the Company
. If payable in shares, then the common
shares will be issued as
a deemed price per share equal to the five (5) trading day volume weighted average
closing price immediately preceding the date of s
uch election, provided that in any event the issue price for
the
common s
hares cannot be less than $0.
16875
per share
.
-
2
-
Financing
Pursuant to the
U
nit
O
ffering
,
t
he Company
will issue
17,833,3
18
units (the “
Units
”) at an offering price of
$0.
18
per Unit, to raise gross proceeds of $
3.
2
1
million
(the “
Offering
”). Each Unit
will
consist of one (1)
common share of the Company, and one (1) share purchase warrant (the “
Warrants
”) to acquire one
additional common share at an exercise price of $0.
36
p
er share
until June 14, 2020
.
In the event that the
common shares of the Company trade at a closing price greater than $0.
4
2
per share for a period of
1
0
consecutive days, then the Company may deliver a notice to the Warrant holders that they must
exercise
their Warrants with
in
the next 30 days, or the Warrants will expire.
The net proceeds from the Offering
will be used to f
und
exploration
expenditures on the Property over the next 12 months, as well as to provide
the Company with working capital
for general and administrative expenses.
Certain arm’s length
finders
will
receive
$
182,267
in fees
and
will
also
be
issued a total of
552,595
Warrants
in connection with the Offering
.
All securities issued
for the Offering
will be subject to resale
restrictions
until
October
15
, 2018.
About
Benchmark Metals Inc.
Benchmark
is a Canadian gold
, silver
and
diamond
e
xploration
c
ompany
with its common shares
listed for trading on the TSX Venture Exchange
in Canada
, the OTCQB
Venture Market in the United
States and the Frankfurt Stock Exchange in Germany
.
Benchmark
is
managed
by proven resource
sector professionals, who have a track record of advancing exploration projects from grassroots
scenarios
through to production.
ON B
EHALF OF THE BOARD OF DIRECTORS
s/ “J
ohn Williamson
”
J
ohn Williamson
,
Chief Executive Officer
Tel: (780) 966
-
7014
For further information, please contact:
J
i
m Greig
, President
Tel: (778
)
788
-
2745
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ESTIMATION
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RESOURCES
AND
RESERVES,
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REA
LIZATION
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AND
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ESTIMATES,
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PRICES,
TAXATION,
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ESTIMATION,
TIMING
AND
AMOUNT
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DEVELOPMENT,
CAPITAL
AND
OPERATING
COSTS,
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AVAILABILITY
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DISPUTES
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LOOKING
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CH
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MAY
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-
LOOKING
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