Benchmark Metals Inc. (the “Company” or “Benchmark“) (TSX-V: BNCH) (OTCQB: BNCHF) (WKN: A2JM2X) – is pleased to announce that the Company has entered into an agreement with PI Financial Corp. (“PI Financial”) as sole bookrunner on behalf of a syndicate of agents (the “Agents”), to increase the size of the private placement from C$16.0 million to approximately C$17.3 million (the “Offering”). If the Agents’ Option (as defined below) is exercised in full, the aggregate gross proceeds of the Offering will be C$20.7 million.
Pursuant to the amended terms, the Offering will now consist of (i) up to 22,100,000 units (the “Units”) at a price of $0.42 per Unit and (ii) up to 16,700,000 flow-through units (the “FT Units”) at a price of C$0.48 per FT Unit. Each Unit shall consist of one common share and one-half (1/2) of one transferable common share purchase warrant (each whole such common share purchase warrant, a “Warrant”). Each FT Unit shall consist of one flow-through common share and one-half (1/2) of one transferable Warrant to be issued on a non-flow-through basis. Each whole Warrant shall be exercisable into one additional common share (a “Warrant Share”) for two (2) years from closing at an exercise price of C$0.65 per Warrant Share.
The Units and FT Units will be offered by way of a best efforts private placement pursuant to exemptions from the prospectus requirements to residents of all Provinces of Canada and such other jurisdictions as may be agreed to by the Company and the Agents.
The Company has also granted the Agents an option to increase the size of the offering (the “Agents’ Option”), which will allow the Agents to offer up to an additional 20% of the Offering, on the same terms. The Agents’ Option may be exercised in whole or in part at any time prior to the closing of the Offering, in any combination of Units and FT Units.
The gross proceeds from the sale of the FT Units will be used before 2024 by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related to the Company’s projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2022.
The Offering is expected to close on or about September 29, 2022 or such other date as agreed between the Company and the Agents, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. The Units and FT Units are subject to a four month and a day hold period from the Closing Date.
