2023-01-11 13:16 ET – News Release

Mr. Miloje Vicentijevic reports

BENZ ANNOUNCES AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION

Benz Capital Corp. has entered into an agreement dated Jan. 10, 2023, with Copper Co. doo. Pursuant to the purchase agreement, the vendor has granted the sole and exclusive right to the company to acquire 100 per cent of the interest of the vendor in certain mineral claims known as the Tolisnica and Stanca project, located near city of Kraljevo, Republic of Serbia.

Benz is a capital pool company under the policies of the TSX Venture Exchange and the purchase agreement with the vendor will constitute its qualifying transaction in accordance with TSX-V Policy 2.4, Capital Pool Companies. Upon completion of the transaction, the company expects to be listed as a Tier 2 mining issuer on the exchange and will carry on the business of exploration of the property.

Terms of the transaction

In consideration of the grant of the right to purchase, the company will pay a total of $125,000 to the vendor in cash payments per the schedule listed herein and make a one-time issuance of 4.3 million warrants to purchase common shares of the company to the vendor at an exercise price of 12.5 cents per common share for a period of five years from the date of issuance within five business days of the date on which the exchange approves the purchase agreement.

The cash payments will be made as follows:

• $25,000 within five days of the effective date;
• An additional $100,000 on the 18-month anniversary of the effective date.

Following the exercise of the right to purchase, the company will also make certain milestone payments to the vendor per the schedule listed as follows:

• Pay the vendor $200,000 in cash within five business days of the earlier of: (i) the commencement of a scoping study on the property; or (ii) the fifth anniversary of the effective date;
• Grant the vendor a 0.5-per-cent net smelter return royalty within five business days of the commencement of commercial production on the property.

The purchase agreement and the transaction are subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including exchange approval. There are no finders’ fees or commissions associated with the transaction.

The property

The property consists of exploration licence 2422, which covers 18.9 square kilometres in south-central Serbia. It is located approximately 220 kilometres south by road from the capital city of Belgrade, near the city of Kraljevo. A network of asphalt and mainly gravel and dirt roads connect almost all parts of the property.

The Tolisnica and Stanca property has a history of intermittent exploration starting in the mid-1970s. From 1975 to 1978, the state mining company, RTB Bor, completed drilling and rock-chip sampling work. At the Stanca prospect, 13 diamond drill holes totalling 2,086.50 metres were completed, and, at the Tolisnica prospect, 15 diamond drill holes totalling 2,325.10 metres were completed.

The drill holes intersected several styles of mineralization. Results included hole SB-12, which intersected multiple vein structures within a 25.5-metre of wide zone assaying 0.945 per cent copper, including nine metres assaying 2.147 per cent copper. Hole SB-6 returned a reported 15.3-metre zone assaying 1.011 per cent copper. Cobalt grades in the historical rock chips range from several hundred parts per million to 2,000 parts per million cobalt. The cobalt appears to be associated with magnetite and chalcopyrite.

The ground magnetics survey was completed in April, 2018, by S.C. Belevion SRL, a Romanian-based geophysical contractor, over the property prospect areas.

Concurrent financing

In connection with the transaction, the company is anticipating that it will complete a concurrent private placement, the terms of which will be determined at a later date. The company intends to use the net proceeds of the concurrent financing to finance the recommended work program on the property and working capital. The company will issue a subsequent news release once the technical report and terms of the concurrent financing have been finalized in accordance with Policy 2.4.

Arm’s-length transaction

The transaction will be an arm’s-length transaction in accordance with the policies of the exchange and will not require approval of the shareholders of Benz.

Directors and management

The current directors of the company will all remain as directors of the company following the completion of the transaction.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the exchange. The company intends to make an application to the exchange to have the requirement for sponsorship of the transaction waived. There can be no assurance that the waiver will be granted. In any event, an agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of its completion.

Trading halt

In accordance with exchange policies, the common shares are currently halted for trading and will remain so until completion of the transaction. The company expects to provide an update with respect to the property and the proposed qualifying transaction in a subsequent press release in accordance with Policy 2.4.

About Benz Capital Corp.

The company is designated as a capital pool company by the exchange. The company has not commenced commercial operations and has no assets other than cash. The only business of the company is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction in accordance with TSX-V Policy 2.4.

Qualified person

Nick Tintor, chairman, is a qualified person in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical information contained in this news release.

Regards,

For information please contact Miloje Vicentijevic
phone +1 (604) 617-1239
email miloje.v@avaronmining.com