The TSX Venture Exchange has accepted for filing documentation in connection with an arrangement agreement between Benchmark Metals Inc. and Thesis Gold (Holdings) Inc. (formerly named Thesis Gold Inc. until it changed its name on Aug. 17, 2023), dated June 5, 2023. Pursuant to the agreement, Benchmark Metals has agreed to acquire all of the issued and outstanding common shares of Thesis Gold (Holdings) by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia). Under the agreement, each Thesis Gold (Holdings) shareholder will be entitled to receive 2.5584 common shares of Benchmark Metals for each common share of Thesis Gold (Holdings) held.

The exchange has been advised that approval of the transaction by the Thesis Gold (Holdings) securityholders was received at a special meeting of securityholders held on Aug. 9, 2023, and that approval of the transaction was received from the British Columbia Supreme Court on Aug. 21, 2023. The transaction was closed on Aug. 23, 2023. The full particulars of the transaction are set forth in the management information circular of Thesis Gold (Holdings), dated as of July 6, 2023, which is available under the Thesis Gold (Holdings) profile on SEDAR.

Name change and consolidation

Pursuant to a resolution passed by the directors on June 14, 2023, Benchmark Metals has consolidated its capital on a one-new-for-2.6-old basis. Benchmark Metals has also changed its name from Benchmark Metals to Thesis Gold Inc.

Effective at the opening on Friday, Aug. 25, 2023, the common shares of Thesis Gold will commence trading on the TSX Venture Exchange and the common shares of Benchmark Metals will be delisted. The company is classified as a mining company.

Postconsolidation

Capitalization:  unlimited shares with no par value, of which 162,966,011 shares are issued and outstanding

Escrow:  nil

Transfer agent:  Odyssey Trust Company

Trading symbol:  TAU (new)

Cusip No.:  883930 10 9 (new)