Edmonton – August 31, 2022 – 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 PI Financial Corp. (“PI Financial”) as sole bookrunner on behalf of a syndicate of agents (the “Agents”), in connection with a marketed best efforts private placement of up to C$16.0 million (the “Offering”). 

The Offering will consist of (i) up to 19,100,000 units (the “Units”) at a price of $0.42 per Unit (“Unit Offering Price”) and (ii) up to 16,700,000 flow-through units (the “FT Units”) at a price of $0.48 per FT Unit (collectively, “Offered Securities”). The Units and FT Units will be offered by way of a best efforts private placement pursuant to exemptions from the prospectus requirements to residents of all Provinces of Canada and such other jurisdictions as may be agreed to by the Company and the Agents. 

Each Unit shall consist of one 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 shall consist of one flow-through common share and one-half (1/2) of one transferable Warrant to be issued on a non-flow-through basis. Each whole Warrant shall be exercisable into one additional common share (a “Warrant Share”) for two (2) years from closing at an exercise price of C$0.65 per Warrant Share.

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

The Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds from the Offering and issue to the Agents 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 will be used before the end of 2024 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 effective December 31, 2023. 

The Offering is expected to close on or about September 29, 2022 or such other date as agreed between the Company and the Agents, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. The Units and 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 based gold and silver company advancing its 100% owned Lawyer’s Gold-Silver Project located in the prolific Golden Horseshoe of northern British Columbia, Canada. The Project consists of three mineralized deposits that remain open for expansion, in addition to +20 new target areas along the 20-kilometre trend. 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.