Edmonton, Alberta--(Newsfile Corp. - September 5, 2019) - Benchmark Metals Inc. (TSXV: BNCH) (OTCQB: CYRTF) (WKN: A2JM2X) (the "Company" or "Benchmark") - is pleased to announce that it has entered into an agreement with Sprott Capital Partners LP to act as lead agent (the "Lead Agent") on its own behalf and, if applicable, on behalf of a syndicate of agents (collectively with the Lead Agent, the "Agents"), in connection with a best efforts brokered private placement to raise gross proceeds of up to $7,500,000 (the "Offering").
The Offering will consist of a combination of: (a) up to 18,333,334 units (the "Units") at an offering price of $0.30 per Unit, to raise gross proceeds of up to $5.5 million (the "Unit Offering"), and (b) up to 5,000,000 flow-through shares (the "FT Shares") at an offering price of $0.40 per FT Share, to raise an additional $2.0 million (the "FT Share Offering"). Each Unit will consist of one (1) common share of the Company (a "Common Share") and one-half (1/2) of a common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant will be exercisable to acquire one (1) additional Common Share at an exercise price of $0.40 per Common Share for a period of two (2) years from the date of closing of the Offering (the "Closing Date").
Mr. Eric Sprott has agreed to purchase 13,333,334 Units of the Unit Offering, which will result in Mr. Sprott holding approximately 14.3% of Benchmark's issued and outstanding Common Shares, based upon the current 70,105,054 Common Shares outstanding and assuming the Offering is fully subscribed, and 6,666,666 Warrants. Upon closing the maximum Offering, if Mr. Sprott were to exercise all of his Warrants, he would hold a 19.98% ownership position in Benchmark on a partially diluted basis.
The net proceeds from the Unit Offering will be used to finance further exploration expenditures on the Lawyers Property, B.C., and to provide the Company with working capital for general and administrative expenses. The gross proceeds from the FT Share Offering will be used to finance further qualifying Canadian exploration expenditures by no later than December 31, 2020 on the Lawyers Property and will qualify as "flow-through mining expenditures" as defined under subsection 127(9) of the Income Tax Act (Canada) and subsection 4.721(1) of the Income Tax Act (B.C.). The terms of the Unit Offering and FT Share Offering are subject to the acceptance of the TSX Venture Exchange.
In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6.0% of the gross proceeds of the Offering, subject to certain exceptions. In addition, the Agents will be issued warrants (the "Agents' Warrants") entitling the Agents to purchase Common Shares equal to 6.0% of the total number of Units and FT Shares sold by the Agents at an exercise price of $0.30 per share for a period of two (2) years from the Closing Date. The Common Shares and Warrants comprising part of the Units, the FT Shares and the Agents' Warrants will be subject to a hold period of four months and one day from their date of issue in accordance with applicable securities laws.
About Benchmark Metals Inc.
Benchmark is a Canadian mineral exploration company with its common shares listed for trading on the TSX Venture Exchange in Canada, the OTCQB Venture Market in the United States, and the Tradegate Exchange in Europe. Benchmark is managed by proven resource sector professionals, who have a track record of advancing exploration projects from grassroots scenarios through to production.
ON BEHALF OF THE BOARD OF DIRECTORS
s/ "John Williamson"
John Williamson, Chief Executive Officer
For further information, please contact:
Jim Greig, President
Tel: (604) 260-6977
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release may contain certain "forward looking statements". Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
Not for distribution to United States newswire services or for dissemination in the United States.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
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