Benchmark Metals Inc said it has amended its agreement with a syndicate of underwriters to increase the amount of its previously announced bought-deal offering to raise gross proceeds of about $33.6 million, from C$30.0 million previously.
The company said the underwriters, led by PI Financial Corp and Sprott Capital Partners LP, have agreed to purchase 10,000,000 units, 1,600,000 flow-through units (FT units), and 15,180,000 charity flow-through units (Charity FT units) of the company.
The units, FT units, and Charity FT units will be offered by way of a private placement under 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.
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.
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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) 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.
Each unit in the private placement will be sold at a price of C$1.00 and consist of one common share and one-half of one transferable common share purchase 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 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 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 months from the date of closing of the offering at an exercise price of C$1.55.
Benchmark Metals has also granted the underwriters an option to increase the size of the offering, 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 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 24 months from the closing date.
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.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
Benchmark Metals 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 is part of the Metals Group of companies, managed by an award-winning team of professionals who stand for technical excellence, painstaking project selection and uncompromising corporate governance, with a proven ability to capitalize on investment opportunities and deliver shareholder returns.--UPDATES with offering size increase.
--UPDATES with offering size increase--
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