Thesis Completes Merger with Benchmark
Thesis Completes Merger with Benchmark
Vancouver, British Columbia--(Newsfile Corp. - August 23, 2023) - Thesis Gold Inc. (TSXV: TAU)
(formerly Benchmark Metals Inc., the "
Company
") and Thesis Gold (Holdings) Inc. ( "
Thesis Holdings
")
are pleased to announce that the Company has completed its business combination with Thesis
Holdings pursuant to a court-approved plan of arrangement under the
Business Corporations Act
(British Columbia) (the "
Transaction
").
Ewan Webster, President & CEO, commented
"This merger has given rise to an expansive district-
scale development and exploration endeavors, characterized by remarkable potential for growth. The
next 12-15 months will be transformative with a planned 50,000 meters of drilling already underway
between both projects, focusing on resource growth, exploration, and discovery; and the culmination of
this work will deliver an updated resource estimate for both projects, including high-grade near surface
material at the Ranch Project; and an updated PEA will add high-grade underground material from
Lawyers in addition to any resource from Ranch. These milestones and timelines have been
developed to unlock substantial value and solidify the potential of the deposits within these two
projects at a world-class project level."
John Williamson, Chair, commented,
"Thesis Gold will demonstrate a world-class asset in a top tier
jurisdiction. The combined company has near-term plans with significant value added milestones that
includes a new global mineral resource estimate and a updated Preliminary Economic Assessment
(PEA). The merger will generate a larger Resource and stronger economics in the next engineering
study."
Under the terms of the Transaction, the Company acquired all of the outstanding shares of Thesis
Holdings (the "
Thesis Shares
").
Thesis Holdings shareholders received 2.5584 of a common share of
the Company (each whole share, a "
Company Share
") for each Thesis Share held (the "
Exchange
Ratio
").
The Company also consolidated (the "
Share Consolidation
") all of its issued Company
Shares on a 2.6:1 share basis (the "
Consolidation Ratio
"), and changed its name to "Thesis Gold
Inc.".
Existing shareholders of the Company and former shareholders of Thesis Holdings own
approximately 60% and 40%, respectively, of the outstanding consolidated shares of the resulting
combined company (the "
Combined Company
"). All outstanding stock options issued by Thesis
Holdings were also replaced by equivalent stock options issued by the Combined Company, and all
share purchase warrants of Thesis Holdings are automatically adjusted to be equivalent share purchase
warrants to acquire common shares of the Combined Company, adjusted in accordance with the
Exchange Ratio and the Consolidation Ratio.
Upon surrender to Odyssey Trust Company (the "
Depositary
") of certificates representing Thesis
Shares that were outstanding immediately prior to the effective time of the Arrangement, together with a
duly completed and executed Letter of Transmittal, registered holders of such Thesis Shares are entitled
to receive the Company Shares pursuant to, and subject to the terms and conditions of, the Plan of
Arrangement, as consolidated by the Company.
Each registered shareholder (other than CDS and DTC)
will receive a Direct Registration Advice ("
DRS Advice
"), evidencing the consolidated Company
Shares held by such Thesis Holdings shareholder. A Thesis Holdings shareholder can request to receive
a physical share certificate representing the consolidated Benchmark Shares by completing the
information accompanying the DRS Advice.
Any questions regarding payment of the Transaction,
including any requests for an additional copy of the Letter of Transmittal, should be directed to the
Depositary via telephone at (587) 885-0960 or via email at
.
Non-registered holders of Thesis Shares that were outstanding immediately prior to the effective time of
the Arrangement should contact their nominee (i.e., broker, trust company, bank or other registered
holder) which holds the certificates representing such securities, on their behalf to arrange for surrender
and exchange pursuant to the Arrangement and Share Consolidation.
The consolidated common shares of the Combined Company continue to be listed and posted for
trading on the TSXV under the trading symbol "TAU" (and continue to be listed on the Frankfurt Stock
Exchange and quoted on the OTCQX), and the Thesis Shares will be de-listed from the TSXV effective
August 24, 2023, and the Company will apply to have Thesis Holdings cease to be a reporting issuer in
every province of Canada in which it is a reporting issuer.
As a result of the Transaction, there are 162,966,011 common shares of the Combined Company
issued and outstanding on a non-diluted and consolidated basis.
New Management Team and Board of Directors
The Combined Company's board of directors (the "
Combined Company Board
") now consists of
seven (7) directors, four (4) of whom were nominated by Benchmark, consisting of John Williamson (who
was appointed Chair), Keith Peck, Peter Gundy and Jody Shimkus, and three (3) of whom were
nominated by Thesis, consisting of Ewan Webster, Nicholas Stajduhar and Thomas Mumford.
Reporting to the Combined Company Board, the Combined Company will be managed by Ewan
Webster, as Chief Executive Officer and President; Sean Mager, as Chief Financial Officer; and Ian
Harris, as Chief Operating Officer.
Advisors
Cassels Brock & Blackwell LLP is acting as legal advisor to the Company's Special Committee and
Harper Grey LLP is acting as legal advisor to the Company. Raymond James Ltd. is acting as financial
advisor to the Company's Special Committee.
Boughton Law Corporation and Aird & Berlis LLP are acting as Canadian legal advisors to Thesis
Holdings. Clarus Securities Inc. is acting as financial advisor to Thesis Holdings. Canaccord Genuity
Corp. provided the fairness opinion to the Thesis Holdings Special Committee.
Michael Dufresne, M.Sc, P.Geol., P.Geo., President of Apex Geoscience Ltd. is a qualified person and
independent from the Company and its mineral properties under National Instrument 43-101-
Standards
for Disclosure of Mineral Projects
, and has approved the scientific and technical disclosure in this news
release.
About the Company
Thesis Gold Inc. (formerly "Benchmark Metals Inc.") combined with Thesis Gold (Holdings) Inc. pursuant
to a Plan of Arrangement and is a Vancouver-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 and focused on proving and developing the resource potential of the 180km2 Ranch
Gold Project located in the prolific Toodoggone Mining Camp of northern British Columbia,
approximately 300 km north of Smithers, British Columbia.. The Lawyers Project consists of three
mineralized deposits that remain open for expansion, in addition to +20 new target areas along the 20-
kilometer 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. The Company is managed by
proven resource sector professionals, who have a track record of advancing exploration projects from
grassroots scenarios through to production.
Further details are available on Thesis' website at:
https://www.thesisgold.com/
.
For further information or investor relations inquiries, please contact:
Dave Burwell
Vice President Corporate Development
Email:
Telephone: 403-410-7907
Toll Free: 1-888-221-0915
Nick Stajduhar
Director
Email:
Telephone: 780-701-3216
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this news release. No securities
regulatory authority has either approved or disapproved of the contents of this news release.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under
the United States Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any state
securities laws, and any securities issuable in the Arrangement are anticipated to be issued in
reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10)
of the U.S. Securities Act and applicable exemptions under state securities laws. This press release
does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. Generally, forward-looking information can be identified by the use of forward-
looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved". These forward-looking statements or
information may relate to the Arrangement, including statements with respect to the expected benefits
of the Arrangement to the Company, the Thesis Securityholders and Company shareholders, the
successful integration of Thesis Holdings into the business of the Company, the prospects of the
Lawyers Gold-Silver Project and Ranch Gold Project, including mineral resources estimates and
mineralization of each project, and any expectations with respect to defining mineral resources or
mineral reserves on any of the Company's projects, the timing of, and successful completion, of the
items set out under the heading "Growth and Catalysts", all statements relating to anticipated benefits
to be contained in the Company's preliminary economic assessment in respect of the Lawyers Gold-
Silver Project (the "PEA"), the makeup of the Company Board and management, and any expectation
with respect to any permitting, development or other work that may be required to bring any of the
projects into development or production.
Forward-looking statements are necessarily based upon a number of assumptions that, while
considered reasonable by management at the time, are inherently subject to business, market and
economic risks, uncertainties and contingencies that may cause actual results, performance or
achievements to be materially different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to, assumptions regarding the Company
following completion of the Arrangement, that the anticipated benefits of the Arrangement will be
realized, other expectations and assumptions concerning the Arrangement, and that general business
and economic conditions will not change in a material adverse manner. Although the Company has
attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking information, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such information will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking information.
Other factors which could materially affect such forward-looking information are described in the risk
factors in each of the Company's and Thesis Holdings' most recent annual management's discussion
and analyses which have been filed with the Canadian securities regulators and are available,
respectively, on each Company's profile on SEDAR+ at
www.sedarplus.ca
. The Company and Thesis
Holdings do not undertake to update any forward-looking information, except in accordance with
applicable securities laws.
Such statements represent the current views of the Company and Thesis Holdings with respect to
future events and are necessarily based upon a number of assumptions and estimates that, while
considered reasonable by the Company and Thesis Holdings, are inherently subject to significant
business, economic, competitive, political and social risks, contingencies and uncertainties. Risks
and uncertainties include, but are not limited to the following: the inability of the consolidated entity to
realize the benefits anticipated from the Arrangement and the timing to realize such benefits,
including the exploration and drilling targets described herein and the completion of a resource
estimate and updated PEA; the PEA referred to herein not having the anticipated positive results;
unanticipated changes in market price for the shares of the Company; changes to current and future
business plans and the strategic alternatives available thereto; growth prospects and outlook of the
Company's business, including commencing commercial production at the Lawyer's Project;
treatment of the Arrangement under applicable competition laws and the Investment Canada Act;
regulatory determinations and delays; any impacts of COVID-19 on the business of the consolidated
entity and the ability to advance the Company projects; stock market conditions generally; demand,
supply and pricing for gold and silver; and general economic and political conditions in Canada and
other jurisdictions where the applicable party conducts business.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/178218