Vancouver, British Columbia, June 5, 2023 – Benchmark Metals Inc. (TSX-V: BNCH | OTCQX: BNCHF
| WKN: A2JM2X) (“Benchmark”) and Thesis Gold Inc. (TSXV: TAU | WKN: A2QQ0Y | OTCQX: THSGF)
(“Thesis”) are pleased to announce that they have entered into a definitive arrangement agreement (the
“Arrangement Agreement”), pursuant to which Benchmark will acquire all of the issued and outstanding
common shares of Thesis (each, a “Thesis Share”) by way of a court-approved plan of arrangement under
the Business Corporations Act (British Columbia) (the “Arrangement” or the “Transaction”).
Under the terms of the Transaction, Thesis shareholders will receive 2.5584 of a common share of
Benchmark (each whole share, a “Benchmark Share”) for each Thesis Share held (the “Exchange Ratio”).
The Exchange Ratio implies consideration of C$0.96 per Thesis Share based on the closing market price
of the Benchmark Shares on the TSX Venture Exchange (the “TSXV”) on June 2, 2023, implying a premium
of approximately 26.2% to the closing price of the Thesis Shares on the TSXV on the same date. Based on
the 20-day volume weighted average price of the Thesis Shares ending on June 2, 2023, the Exchange
Ratio implies a premium of 27.8% to Thesis Shareholders. Existing shareholders of Benchmark and Thesis
will own approximately 60% and 40%, respectively, of the outstanding shares of the combined company
(the “Combined Company”) on the completion of the Transaction.
Strategic Rationale for the Transaction
Increased Scale: This transaction creates one of the largest precious metals development and exploration
companies in the prolific Toodoggone Mining District of British Columbia. It consolidates two significant
exploration projects, as the ongoing development of Benchmark’s Lawyers project is adjacent to high quality
exploration targets on Thesis’ Ranch Project. It has the potential to enhance Benchmark’s current 3.14
million ounces (Moz) of gold equivalent (AuEq)
1 measured and indicated (M&I) mineral resources and 0.415
Moz AuEq1 inferred mineral resources at Lawyers with high-grade, near-surface mineralization at Ranch.2
Growth and Catalysts: Focused on resource growth, exploration, and discovery through 50,000m of
drilling in 2023 with the goal of defining a new combined Lawyers & Ranch resource estimate (Q1/Q2 2024).
Following that, an updated PEA is expected to include high-grade underground ounces at Lawyers and
Ranch’s maiden resource estimate (Q3 2024).
Strong Management Team: Combining two of the leading gold exploration and development teams with
a proven track record of success across exploration, construction, capital markets, and M&A. The combined
team has a demonstrated track record of success in various stages of mining operations from the
exploration stage through to production.
Financial Synergies: Efficient capital resource management benefiting from anticipated financial
synergies.
Access to Capital: The Combined Company will have increased access to capital that will fuel growth and
development plans to further enhance shareholder value.
1 AuEq calculated on a 1:80 gold-to-silver ratio. 2 See NI 43-101 technical report titled: Preliminary Economic Assessment lawyers gold-silver project Stikine Terrane, BC. Dated
December 22, 2022, with an effective date of September 9, 2022 available under Benchmark Metals SEDAR profile at
www.sedar.com, filed on January 12, 2023.
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Keith Peck, an independent director of Benchmark and the Chair of the Benchmark Special
Committee, stated, “The business combination with Thesis is an exciting transaction that is transformative
for both companies and their shareholders. The merger of these companies establishes a leading precious
metals development and exploration project in British Columbia with a strong balance sheet, remarkable
scale, significant growth potential, synergistic advantages, cost efficiencies, and, ultimately, the potential to
deliver an exceptional new world-class mining venture in a geographically desirable location.”
Ewan Webster, President, and CEO of Thesis Gold commented, “The merger of Benchmark and Thesis
will create a district scale development and exploration project with significant growth potential. The
combined company will be well capitalized to execute on a catalyst rich exploration and development
program over the next 12-15 months, with over 50,000 meters of drilling between both projects, focusing
on resource growth, exploration, and discovery; and the culmination of this work will deliver an updated
resource estimate encompassing ounces for both projects, including high-grade near surface material at
the Ranch Project; and an updated Preliminary Economic Assessment (PEA) will add high-grade
underground ounces from Lawyers and the newly delineated Ranch resource. For the new PEA, the
Combined Company anticipates increased per year production, high-grade starter pits, rapid capital
payback, materially improved Net Present Value (NPV) and Internal Rate of Return (IRR) and extended
mine life. These milestones and timelines have been developed to unlock substantial value and solidify the
potential of these two deposits into one world-class project.”
Benefits to Benchmark and Thesis Shareholders
Enhanced Scale: The combined project will consist of two top gold-silver projects in Canada not currently
controlled by a major, creating a foundation for building a Toodoggone focused, precious metals developer.
Value Creation: Combination of Lawyers and Ranch, with a sequenced and optimized exploration and
development strategy, is expected to result in greater value creation for shareholders of Thesis and
Benchmark that would not be possible on a standalone basis.
Strong Balance Sheet: The Combined Company will have a significantly strengthened balance sheet,
including anticipated cash and cash equivalents of over approximately $28 million, with strong capital
market support, allowing for meaningful advancement and optimization at Lawyers along with furthering
exploration at Ranch.
Enhanced Capital Markets Profile: The resulting entity will have increased size and trading liquidity in
Canada, enhancing the company’s institutional investor following along with equity research.

Management Team and Board of Directors
The Combined Company’s board of directors (the “Combined Company Board”) will consist of seven (7) directors, four (4) of whom will be nominated by Benchmark, consisting of John Williamson (who will be appointed Chair), Keith Peck, Peter Gundy and Jody Shimkus, and three (3) of whom will be nominated by Thesis, consisting of Ewan Webster, Nicholas Stajduhar and Thomas Mumford.
Reporting to the Combined Company Board, the Combined Company will be managed by Ewan Webster, as Chief Executive Officer and President; Sean Mager, as Chief Financial Officer; and Ian Harris, as Chief Operating Officer.

Recommendations
Recommendation of Thesis Special Committee and Thesis Board
The Thesis board of directors (the “Thesis Board”) appointed a special committee (the “Thesis Special Committee”) to consider and make a recommendation to the Thesis Board with respect to the Arrangement. After consultation with its financial and legal advisors, and on the unanimous see & read more on
https://www.thesisgold.com/_resources/news/nr-20230605.pdf