Representative Matters

Thesis Gold Merges With Benchmark Metals To Form Premier Precious Metals Project

Thesis Gold Inc. (TSXV: TAU), a mineral exploration company focused on proving and developing the resource potential of the Ranch Gold Project in the Toodoggone Mining District in northern British Columbia, has merged with Benchmark Metals Inc. (TSXV: BMCH) to create one of the largest precious metals development and exploration companies in the region.

Under the terms of the transaction, Benchmark acquired all of the issued and outstanding common shares of Thesis on an exchange ratio of 2.5584 Benchmark shares for each Thesis share held. As a result of the transaction, existing shareholders of Benchmark and Thesis own approximately 60% and 40%, respectively, of the outstanding shares of the combined company.

Thesis’ Ranch Project consolidates with Benchmark’s Lawyers Project to form a district-scale development with significant growth potential. The merger combines two leading gold exploration and development teams with a focus on resource growth, exploration and discovery.

Aird & Berlis acted as co-Canadian legal counsel to Thesis Gold on the merger, with a team led by Jeffrey Merk and including Alicia McKeag, Jackson Phillips, Nadia Narain and Christian Nianiaris (Capital Markets).