Edmonton – November 15 , 2021 – Benchmark Metals Inc. (the “Company” or “Benchmark“) (TSX-V: BNCH) (OTCQB: BNCHF) (WKN: A2JM2X) – is pleased to announce that the Company has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by PI Financial Corp. (“PI Financial”) and Sprott Capital Partners LP (“Sprott Capital”), pursuant to which the Underwriters have agreed to purchase 10,000,000 units (the “Units”), 1,600,000 flow-through units (the “FT Units”), and 12,680,000 charity flow-through units (the “Charity FT Units”) of the Company for aggregate gross proceeds of approximately C$30.0 million (the “Offering”). 

The Units, FT Units, and Charity FT Units will be offered by way of a private placement pursuant to exemptions from the prospectus requirements to residents of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and such other jurisdictions as may be agreed to by the Company and the Underwriters. 

Each Unit will be sold at a price of C$1.00 (the “Unit Offering Price”) and consist of one (1) common share and one-half (1/2) of one transferable common share purchase warrant (each whole such common share purchase warrant, a “Warrant”). Each FT Unit will be sold at a price of C$1.25 and consist of one flow-through common share and one-half (1/2) of one Warrant to be issued on a non-flow through basis. Each Charity FT Unit will be sold at a price of C$1.42 and consist of one charity flow-through common share and one-half (1/2) of one Warrant to be issued on a non-flow through basis. Each Warrant shall be exercisable into one additional common share for twenty-four (24) months from the date of closing of the Offering (the “Closing Date”) at an exercise price of C$1.55.

The Company has also granted the Underwriters an option to increase the size of the offering (the “Underwriters’ Option”), which will allow the underwriters to offer up to an additional 20% of the Offering, on the same terms. The Underwriters’ Option may be exercised in whole or in part at any time prior to the closing of the Offering, in any combination of Units, FT Units, and Charity FT Units.

The Company has agreed to pay the Underwriters a cash commission equal to 6.0% of the gross proceeds from the Offering and issue to the Underwriters non-transferable warrants (“Compensation Warrants”) equal to 6.0% of the aggregate number of Offered Securities issued under the Offering. The Compensation Warrants will be exercisable into common shares at the Unit Offering Price for a period of twenty four (24) months from the Closing Date.

The net proceeds raised from the Units will be used to fund ongoing project development expenditures at the Company’s Lawyer’s Gold-Silver Project, and for working capital and general corporate purposes.

The gross proceeds from the sale of the FT Units and the Charity FT Units will be used before 2023 by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related to the Company’s projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units and the Charity FT Units effective December 31, 2021. 

The Offering is expected to close on or about December 9, 2021 or such other date as agreed between the Company and the Underwriters, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. The Units, FT Units, and Charity FT Units are subject to a four month and a day hold period from the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Benchmark Metals

Benchmark Metals Inc. is a Canadian mineral exploration company focused on proving and developing the substantial resource potential of the Lawyer’s Gold-Silver Project, located in the prolific Golden Horseshoe of northern British Columbia, Canada.  The Company trades on the TSX Venture Exchange in Canada, the OTCQX Best 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.