Through the deal, Benchmark Metals aims to form one of the largest precious metals development and exploration companies in the Toodoggone mining district of British Columbia, Canada
Benchmark Metals to merge with mineral exploration company Thesis Gold. (Credit: ivabalk from Pixabay)
Canada-based gold and silver company Benchmark Metals has signed a definitive arrangement agreement with mineral exploration company Thesis Gold to acquire the latter.
Under the terms of the agreement, shareholders of Thesis Gold will receive 2.56 of a Benchmark Metals common share for each of the former’s shares at a value of C$0.96 ($0.72) per share.
The implied consideration represents a premium of about 26.2% to the closing price of the Thesis Gold shares as on 2 June 2023.
Following the completion of the transaction, the existing shareholders of Benchmark Metals and Thesis Gold will own about 60% and 40% shares of the combined company, respectively.
Through the merger, Benchmark Metals aims to form one of the largest precious metals development and exploration companies in the Toodoggone mining district of British Columbia, Canada.
Besides, the deal is expected to consolidate Benchmark Metal’s Lawyers gold-silver project and Thesis Gold’s 180km2 Ranch project with both exploration assets located in proximity.
Benchmark Metals independent director and Benchmark special committee chair Keith Peck said: “The merger of these companies establishes a leading precious metals development and exploration project in British Columbia with a strong balance sheet, remarkable scale, significant growth potential, synergistic advantages, cost efficiencies, and, ultimately, the potential to deliver an exceptional new world-class mining venture in a geographically desirable location.”
The combined entity will have a robust balance sheet, including anticipated cash and cash equivalents of more than $28m as well as strong capital market support, said the parties.
Upon the closing of the deal, the combined company will implement a 2.6:1 share consolidation of its common shares and change its name to Thesis Gold.
Thesis Gold president and CEO Ewan Webster said: “The combined company will be well capitalised to execute on a catalyst rich exploration and development program over the next 12-15 months, with over 50,000 meters of drilling between both projects, focusing on resource growth, exploration, and discovery; and the culmination of this work will deliver an updated resource estimate encompassing ounces for both projects, including high-grade near surface material at the Ranch Project; and an updated Preliminary Economic Assessment (PEA) will add high-grade underground ounces from Lawyers and the newly delineated Ranch resource.”
Subject to various conditions, the transaction is anticipated to be complete in Q3 2023.