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

The exchange has been advised that approval of the transaction by the company's 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 the company, dated as of July 6, 2023, which is available under the company's profile on SEDAR.

Delisting

In conjunction with the closing of the transaction, the company has requested that its common shares be delisted. Accordingly, effective at the close of business, Thursday, Aug. 24, 2023, the common shares of the company will be delisted from the exchange.

Prior to the closing of the transaction, Benchmark Metals and Thesis Gold (Holdings) were at arm's length.