Thesis Gold Inc V.TAU

Merger to Create Premier Precious Metals Project

[Betteryear2]

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.

Benchmark Metals and Thesis Gold Announce Merger to Create Premier Precious Metals Project (newsfilecorp.com)