2023-06-26 18:02 ET – News Release

Mr. Miloje Vicentijevic reports

BENZ CAPITAL CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Further to Benz Capital Corp.’s press releases dated Jan. 12, 2023, and Feb. 1, 2023, the company has completed its qualifying transaction on June 23, 2023, as defined by Policy 2.4 of the TSX Venture Exchange, consisting of an option to acquire a 100-per-cent interest of Copper Co d.o.o. (the vendor) in certain mineral claims known as the Tolisnica and Stanca project, located near city of Kraljevo, Republic of Serbia.

Final acceptance of the qualifying transaction will occur upon the issuance of the final exchange bulletin by the exchange. Subject to final acceptance by the exchange, the company will be classified as a Tier 2 mining issuer pursuant to exchange policies and its common shares are expected to commence trading on the exchange within two days of the exchange bulletin.

The trading symbol for Benz will change from BCC.P to BCC and Benz will no longer be considered a capital pool company. On final acceptance of the qualifying transaction as well as the private placement described herein, there are 13,726,497 Benz common shares issued and outstanding. A total of 3.81 million shares are subject to the CPC escrow agreement.

Qualifying transaction

In consideration of the grant of the option to acquire the property, 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 to the vendor of warrants to purchase 4.3 million common shares 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:

1. $25,000 within five days of the effective date;
2. An additional $100,000 on the 18-month anniversary of the effective date.

Following the exercise of the option to purchase the property, the company will also make certain milestone payments to the vendor per the schedule listed herein:

1. 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;
2. Grant the vendor a 0.5 per cent net smelter returns royalty within five business days of the commencement of commercial production on the property.

The private placement

Concurrently with completion of the qualifying transaction, company is pleased to announce that it has closed its oversubscribed, previously announced non-brokered private placement of units on Feb. 1, 2023, and has issued 4,582,497 common shares at a price of 12 cents per common share and 2,291,248 common share purchase warrants, for gross proceeds of $549,899.76. Each warrant shall entitle the holder to purchase one common share in the capital of the company at a price of 15 cents per warrant share for a period of 24 months following the closing.

If during the term of the warrants, but after the initial four-month hold period has expired, the company’s common shares trade at or above a weighted average trading price of 25 cents for 15 consecutive trading days, the company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.

The company intends to use the net proceeds of the concurrent financing to finance the recommended work program on the property and working capital. All securities issued pursuant to the concurrent financing will be subject to a four-month hold period from the date of issue. In connection with the private placement, Miloje Vicentijevic and Carlos Escribano, both directors and officers of the company, and Nick Tintor and Gord Bub, both directors of the company; purchased a total of 1.46 million units. The issuance of units to Mr. Vicentijevic, Mr. Escribano, Mr. Tintor and Mr. Bub constitutes a related party transaction as defined under Multilateral Instrument 61-101. The transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued or the consideration paid by such persons exceed 25 per cent of the company’s market capitalization.

Aggregate pro group involvement:   one placee for 50,000 common shares and 25,000 warrants

In connection with the concurrent financing, the company paid no agents’ commissions and/or finders’ fees.

Regards,

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