Thesis Gold Inc. (formerly Benchmark Metals Inc., the “Company”) and Thesis Gold (Holdings) Inc. ( “Thesis Holdings”) 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”).
“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.”
Ewan Webster, President & CEO
“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.”
John Williamson, Chair
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 [email protected].
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: [email protected]
Telephone: 403-410-7907
Toll Free: 1-888-221-0915
Nick Stajduhar
Director
Email: [email protected]
Telephone: 780-701-3216
