Avaron Mining Corp. — Capital/Financing Update 2023

Jun 27, 2023

BENZ CAPITAL CORP.
3847 Vance Road
Cultus Lake, BC V2R 5A6

PRESS RELEASE

Jun 26, 2023
TSX.V- BCC.P

BENZ CAPITAL CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

VANCOUVER, BC – Benz Capital Corp., TSX-V : BCC.P, (“Benz” or the “Company”) is pleased to announce that further to its press releases dated January 12, 2023 and February 1, 2023, it has completed its qualifying transaction (the "Qualifying Transaction") on June 23, 2023, as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"), consisting of an option to acquire a 100% interest of Copper Co d.o.o. (the “Vendor”) in certain mineral claims known as the Tolisnica and Stanca Project, located near city of Kraljevo, Republic of Serbia (the “Property”).

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 2 mining issuer pursuant to Exchange policies and its common shares are expected to commence trading on the Exchange within two days of the Exchange Bulletin.

The trading symbol for Benz will change from BCC.P to BCC and Benz will no longer be considered a Capital Pool Company.

On final acceptance of the Qualifying Transaction as well as the private placement described below, there are 13,726,497 Benz common shares (“Common Shares”) issued and outstanding. 3,810,000 shares are subject to the CPC Escrow Agreement.

Qualifying Transaction

In consideration of the grant of the option to acquire the Property, the Company will pay a total of $125,000 to the Vendor in cash payments per the schedule listed below and make a one-time issuance to the Vendor of warrants to purchase 4,300,000 Common Shares at an exercise price of $0.125 per Common Share for a period of five (5) years from the date of issuance (the “Initial Payment Warrants”) within 5 business days of the date on which the Exchange approves the Purchase Agreement (the “Effective Date”).

The cash payments will be made as follows:

(a) $25,000 within 5 days of the Effective Date; and
(b) an additional $100,000 on the 18-month anniversary of the Effective Date.

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Following the exercise of the option to purchase the Property, the Company will also make certain milestone payments to the Vendor per the schedule listed below:

(a) pay the Vendor $200,000 in cash within 5 business days of the earlier of: (i) the commencement of a scoping study on the Property; or (ii) the 5th anniversary of the Effective Date; and

(b) grant the Vendor a 0.5% net smelter returns royalty within 5 business days of the commencement of commercial production on the Property.

The Private Placement

Concurrently with completion of the Qualifying Transaction, Company is pleased to announce that it has closed its oversubscribed, previously announced non-brokered private placement (the "Concurrent Financing") of units (the "Units") on February 1, 2023 and has issued 4,582,497 Common Shares at a price of $0.12 per Common Share and 2,291,248 common share purchase warrants (the "Warrants"), for gross proceeds of $549,899.76 (the "Offering"). Each Warrant shall entitle the holder to purchase one common share in the capital of the Company (a "Warrant Share") at a price of $0.15 per Warrant Share for a period of 24 months following the Closing.

If during the term of the Warrants, but after the initial four month hold period has expired, the Company's Common Shares trade at or above a weighted average trading price of $0.25 for 15 consecutive trading days, the Company may accelerate the expiry time of the Warrants by giving written notice to Warrant holders that the Warrants will expire 30 days from the date of providing such notice.

The Company intends to use the net proceeds of the Concurrent Financing to fund the recommended work program on the Property and working capital.

All securities issued pursuant to the Concurrent Financing will be subject to a four month hold period from the date of issue.

In connection with the Private Placement, Miloje Vicentijevic and Carlos Escribano, both directors and officers of the Company, and Nick Tintor and Gord Bub, both directors of the Company; purchased a total of 1,460,000 Units. The issuance of Units to Mr. Vicentijevic, Mr. Escribano, Mr. Tintor, and Mr. Bub constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued or the consideration paid by such persons exceed 25% of the Company's market capitalization.

Aggregate Pro Group Involvement: 1 Placee for 50,000 Common Shares and 25,000 Warrants.

In connection with the Concurrent Financing, the Company paid no agent's commissions and/or finder's fees.

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For further information please contact:

Miloje Vicentijevic, President & CEO
Phone: (604) 617-1239
Email: miloje.vicentijevic@gmail.com

Forward-Looking Statements

This press release may contain certain “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements or information may relate to the Transaction, the Concurrent Financing, various approvals required in connection with the Transaction, and other events, factors and information described above in connection with the Transaction. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.