Benz Exercises Option to Acquire Remaining 25% Interests in the Eastmain Gold Project and Ruby Hill Properties

Executive Summary

• Benz Mining Corp. completed the acquisition of the remaining 25% interests held by Fury Gold Mines (via Eastmain) in the Eastmain Gold Project and the Ruby Hill East/West properties, achieving 100% ownership of both assets.
• The transaction involved a C$1,000,000 first milestone cash payment plus C$250,000 of newly issued common shares for the Eastmain Gold Project, and a final C$100,000 cash payment for the Ruby Hill East property.
• New NSR royalty structures were established (2% NSR on Eastmain with an optional 1% buy‑down; 1% NSR on Ruby Hill with an optional 0.5% buy‑down), subject to overall royalty caps of 2.5% NSR.

Key Details

• Eastmain Gold Project
• First milestone payment: C$1,000,000 total (C$750,000 cash + C$250,000 in 171,142 common shares at C$1.46078 per share).
• Payment Shares carry a four‑month‑plus‑one‑day resale restriction, expiring 2026‑02‑28; issuance pending TSX Venture Exchange approval.
• New NSR royalty granted to EMI: 2% net smelter return (NSR); Benz may purchase half (1%) for C$1,500,000 to reduce it to 1% NSR.

• Existing royalties: 2.3% Franco/Osisko NSR and 2% legacy NSR; combined royalty burden capped at 2.5% NSR after offsets.

• Ruby Hill East & West Properties

• Final cash payment to acquire remaining 25% interest: C$100,000.
• Additional NSR royalty granted to Eastmain: 1% NSR (with option to purchase half – 0.5% – for C$500,000, reducing it to 0.5% NSR).

• Overall royalty burden on Ruby Hill properties also capped at 2.5% NSR after offsets with any pre‑existing royalties.

• Transaction Structure

• Both acquisitions executed under the Option Agreement dated August 7 2019 (amended April 30 2020) and related prior releases (Aug 9 2019, Apr 30 2020, Oct 26 2023).

• Transactions are arm’s‑length; no finder’s fees payable.

• Regulatory & Shareholder Considerations

• Issuance of Payment Shares subject to TSX Venture Exchange final approval.
• Resale restrictions on newly issued shares in place until February 28 2026.

Notable Quotes

(No direct quotes were provided in the release.)