Thesis Receives over 99% Securityholder Approval for Arrangement with Benchmark
Vancouver, August 10, 2023 - Thesis Gold Inc. (TSXV: TAU) (WKN: A2QQ0Y) (OTCQX: THSGF) ("Thesis" or the "Company") is pleased to announce that securityholders of the Company have overwhelmingly approved the previously announced plan of arrangement ("Arrangement") with Benchmark Metals Inc. ("Benchmark"). The Arrangement received greater than 99% approval at a meeting of the Company's securityholders held yesterday, as further described in the Company's management information circular dated July 6, 2023, and in the joint news release of the Company and Benchmark dated June 5, 2023.
Assuming all other remaining conditions to the Arrangement are either satisfied or waived, the Company expects that the closing date of the Arrangement (the "Effective Date") will occur on or about Wednesday, August 23, 2023. Under the terms of the Arrangement, on the Effective Date, Thesis shareholders will receive 2.5584 Benchmark common shares for every Thesis share held, and Thesis will become a wholly owned subsidiary of Benchmark. Benchmark will then consolidate its shares on a 2.6:1 basis and change its name to "Thesis Gold Inc." For complete details of the Plan of Arrangement, interested persons are directed to Thesis' Information Circular filed on SEDAR+ (www.sedarplus.ca) on July 13, 2023 by Thesis under its company profile.
About the Company
Thesis is a Vancouver-based mineral exploration company focused on proving and developing the resource potential of the 180km2 Ranch Gold Project located in the prolific Toodoggone Mining Camp of northern British Columbia, approximately 300 km north of Smithers, British Columbia.
Further details are available on Thesis' website at: https://www.thesisgold.com/.
For further information or investor relations inquiries, please contact:
Dave Burwell
Vice President Corporate Development
Email: daveb@thesisgold.com
Telephone: 403-410-7907
Toll Free: 1-888-221-0915
Nick Stajduhar
Director
Email: nicks@thesisgold.com
Telephone: 780-701-3216
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. No securities regulatory authority has either approved or disapproved of the contents of this news release.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". These forward-looking statements or information may relate to the Arrangement, including statements with respect to the expected timing for closing of the Arrangement and completion of the consolidation.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Although Thesis has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in Thesis' most recent annual management's discussion and analyses, and in Thesis' management information circular dated July 6, 2023, which have been filed with the Canadian securities regulators and are available on the Company's profile on SEDAR+ at www.sedarplus.ca. Thesis does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Such statements represent the current views of Thesis with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Thesis, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: treatment of the Arrangement under applicable competition laws and the Investment Canada Act; delays or risks associated with Thesis obtaining final court approval for the Arrangement; regulatory determinations and delays; any impacts of COVID-19 on the business of the Company; stock market conditions generally; demand, supply and pricing for gold and silver; and general economic and political conditions in Canada and other jurisdictions where the Company conducts business.
Not for distribution to United States newswire services or for dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/176660