VANCOUVER, BRITISH COLUMBIA–(Marketwired – April 11, 2013) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Benz Capital Corp. (TSX VENTURE:BZ.P) (“Benz” or the “Company”), a capital pool company, is pleased to announce that it has closed its previously announced purchase of an option to acquire up to an undivided 100% interest in and to certain mineral mining leases in the Yukon Territory known collectively as the Eagle Property (the “Option Purchase”).
Upon receipt of final acceptance from the TSX Venture Exchange (“TSX-V”), the Option Purchase will constitute the Company’s “Qualifying Transaction” under the policies of the TSX-V.
The Company’s common shares (the “Common Shares”) will resume trading on the Exchange under the ticker symbol “BZ” after the Exchange issues its final exchange bulletin confirming the completion of the Option Purchase. Currently, trading is expected to resume at the opening of market on April 12, 2013.
The Option Purchase was completed pursuant to the terms of an option purchase and assignment agreement dated November 30, 2012 (the “Purchase Agreement”) with Avaron Mining Corp. (“Avaron”) and Avino Silver & Gold Mines Ltd. (“Avino”). Pursuant to the Purchase Agreement, Benz has acquired all of Avaron’s interest in an Option Agreement between Avaron and Avino pursuant to which Avaron has the option to acquire from Avino up to an undivided 100% interest in the Eagle Property.
As consideration for the Option Purchase, Benz has paid to Avaron a cash payment of $25,000 and issued 400,000 of its Common Shares. Additionally, Benz also issued 50,000 Common Shares to Avino as consideration for Avino’s consent to the Option Purchase, as required under the terms of the Option Agreement.
As the Option Purchase constituted a Non-Arms Length Party Qualifying Transaction, the transaction was approved by the Company’s shareholders, by way of “Majority of the Minority Approval”, at the Company’s annual and special meeting held on March 18, 2013. The terms of the Qualifying Transaction, including summaries of the biographies for all of the directors and executive management of the Company, are disclosed in the Company’s management information circular dated February 12, 2013 (the “Circular”), which is available on SEDAR at www.sedar.com.
In connection with the Option Purchase, the Company completed a non-brokered private placement for gross proceeds of $250,000 (the “Private Placement“) by way of a sale of 1,000,000 units (each a “Unit“) at a price of $0.25 per Unit. Each Unit is comprised of one common share and one-half of one common share purchase warrant with each whole warrant, a “Warrant“) and each Warrant entitles the holder to acquire one additional Common Share at a price of $0.35 per Common Share until April 10, 2015. In total, 1,000,000 Common Shares and 500,000 Warrants were issued. All of the securities issued in the Private Placement are subject to a four month hold period which expires on August 11, 2013.
The Company is also pleased to announce the appointment of William Macdonald to the Company’s board of directors. Mr. Macdonald is a founder and principal of Macdonald Tuskey, Corporate and Securities Lawyers, a boutique securities and corporate finance firm located in Vancouver, British Columbia established in April 2008 and a former partner with Clark Wilson LLP. Mr. Macdonald is a director of several Exchange listed companies including Blackbird Energy Inc. and First Americas Gold Corporation and a director of Faith Spring Venture Inc. and Black Springs Capital Corp., each a capital pool company listed on the Exchange.
This news release contains statements that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain final acceptance of the TSX Venture Exchange. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of the Company. The securities of the Company have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the accuracy or adequacy of this release.