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Benz Mining Corp. Annual Report 2025

Jul 31, 2025

47017_rns_2025-07-31_5804668e-7fad-4d1a-9e6e-f0f6bfbe8bb3.pdf

Annual Report

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BENZ MINING CORP.

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BENZ MINING CORP.

ARBN 642 228 804

Annual Information Form

For the Year ended April 30, 2025

Dated as of July 30, 2025


BENZ MINING CORP.

1. Introductory Notes 4

1.1. Reporting Currency 4
1.2. Cautionary Statement Regarding Forward Looking Information 4
1.3. Third Party Information 5
1.4. Defined Terms and Abbreviations 6

2. Corporate Structure 7

2.1. Name, Address and Incorporation 7
2.2. Company Structure 7

3. Development of the Business 7

3.1. General History 7

4. Description of the Business 11

4.1. General 11
4.2. Specialized Skills and Knowledge 11
4.3. Competitive Conditions 11
4.4. Cycles 12
4.5. Health, Safety, and Environmental 12
4.6. Mineral Projects 12
4.6.1. Eastmain Gold Project 12
4.6.2. Ruby Hill West and Ruby Hill East Properties 13

5. Technical Information 17

5.1. NI 43-101 Technical Report and Updated Mineral Resource Estimate – Eastmain Gold Project 17
5.2. Exploration Activities at the Eastmain Gold Project 21
5.3. Mineral Resource Estimate – Eastmain Gold Project 26

6. Risks and Risk Management 29

6.1. Risks Specific to the Company 29
6.2. Risks Specific to Operations in the Mining Industry 31
6.3. General risks 36

7. Dividends and Distributions 37

8. Description of Capital Structure 38

8.1. General Description of Capital Structure 38
8.2. Common Shares 38
8.3. CHESS Depository Interests (CDIs) 38
8.4. Preferred Shares 39
8.5. Convertible Securities Outstanding 39


BENZ MINING CORP.

  1. Market for Securities ... 41
    9.1. Trading Price and Volume ... 41
    9.2. Prior Sales ... 42

  2. Escrowed Securities ... 42

  3. Directors and Officers ... 43
    11.1. Director Profiles ... 43
    11.2. Additional Key Management Personnel ... 44
    11.3. Interests of Directors ... 45
    11.4. Committees of the Board ... 45
    11.5. Cease Trade Orders, Bankruptcies, Penalties and Sanctions ... 45
    11.6. Conflicts of Interests ... 46

  4. Promoters ... 46

  5. Legal Proceedings and Regulatory Actions ... 46

  6. Interest of Management and Others in Material Transactions ... 46

  7. Transfer Agents and Registrars ... 46

  8. Material Contracts ... 46
    16.1. Option Agreement with Eastmain Resources Inc. ... 46
    16.2. Amending Agreement with Eastmain Resources Inc. ... 48

  9. Interests of Experts ... 49

  10. Additional Information ... 50


BENZ MINING CORP.

1 Introductory Notes

References to "we", "our", "us", the "Company" or "Benz" in this annual information form (this "Annual Information Form") is to the operations of Benz Mining Corp. Unless otherwise indicated, the information in this Annual Information Form is given as of July 30, 2025. Mineral resources, which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues, none of which have been identified at this time.

1.1 Reporting Currency

All financial amounts contained in this Annual Information Form are expressed as Canadian dollars currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to “$” or “C$” are references to Canadian dollars, all references to “A$” are references to Australian dollars. The reporting currency for the Company is Canadian dollars.

1.2 Cautionary Statement Regarding Forward Looking Information

Certain statements in this Annual Information Form are forward-looking statements or forward-looking information (collectively "forward-looking statements") within the meaning of applicable Canadian Securities laws. We are hereby providing cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "if" "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements in this Annual Information Form include, but are not limited to, statements with respect to: (i) the estimation of Inferred and Indicated Mineral Resources; (ii) the market and future price of gold; (iii) the timing, cost and success of future exploration and development activities; (iv) currency fluctuations; (v) requirements for additional capital; and (vi) increases in Mineral Resource Estimates.

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable.

Assumptions have been made regarding, among other things, the estimation of mineral resources, the realization of resource estimates, gold and other metal prices, the timing and amount of future exploration and development expenditures, the availability of necessary financing and materials to continue to explore and develop the Eastmain Gold Project, the Ruby Hill East and Ruby Hill West Projects, the Glenburgh Project and the Mt Egerton Project in the short and long-term, the progress of development and exploration activities, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims,


BENZ MINING CORP.

and other similar matters. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties and other factors, many of which are beyond the control of the Company, that could influence actual results include, but are not limited to: risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in ore reserves, grade or recovery rates resulting from current exploration and development activities, risks relating to changes in the price of gold and lithium and the worldwide demand for and supply of such metals, risks related to current global financial conditions, uncertainties inherent in the estimation of mineral resources, access and supply risks, reliance on key personnel, risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and the risk of delays or increased costs that might be encountered during the development process, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund the exploration and development activities at the Company's projects may not be available on satisfactory terms, or at all, risks related to disputes concerning property titles and interest, and environmental risks.

Readers are cautioned that the foregoing lists of factors are not exhaustive.

The forward-looking statements in this Annual Information Form are based on the reasonable beliefs, expectations and opinions of management on the date of this report. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

The forward-looking statements contained in this Annual Information Form are expressly qualified by this cautionary statement. Except as required by applicable laws, the Company does not undertake any obligation to publicly.

1.3 Third Party Information

We have obtained certain information contained in this Annual Information Form concerning the industries in which we operate from publicly available information from third party sources. We have not verified the accuracy or completeness of any information contained in such publicly available information. In addition, we have not determined if any such third party has omitted to disclose any facts, information or events which may have occurred prior to or subsequent to the date as of which any such information became publicly available, or which may affect the significance or accuracy of any information contained in any such information and summarized herein.


BENZ MINING CORP.

1.4 Defined Terms and Abbreviations

These defined terms and abbreviations are provided to assist persons in understanding some of the expressions used in this Annual Information Form.

AS means Australian dollars.

Amending Agreement means the agreement between Eastmain Mines Inc. and Benz Mining Corp. dated April 30, 2020.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

BCBCA means the Business Corporations Act [SBC 2002] Chapter 57.

Benz means Benz Mining Corp (ARBN 642 228 804), which has a British Columbia company incorporation number of BC0924856.

CS means Canadian dollars.

CDIs means Chess Depository Interests.

Company means Benz Mining Corp (ARBN 642 228 804), which has a British Columbia company incorporation number of BC0924856.

Eastmain Project means the project the subject of the Option Agreement, which is located approximately 316km northeast of Chibougamau, Québec.

Eastmain means Eastmain Resources Inc. or Eastmain Mines Inc, as applicable.

Glenburgh Project means the project subject to the Share Sale Agreement, which is located in the Gascoyne region of Western Australia.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, prepared by the Joint Reserves Committee of Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Mineral Council of Australia, dated December 2012, as amended.

MRE means Mineral Resource Estimate.

Mt Egerton Project means the project subject to the Share Sale Agreement, which is located in the Gascoyne region of Western Australia.

NI 43-101 means National Instrument 43-101, entitled 'Standards for Disclosure of Mineral Projects', which has been adopted under the applicable securities legislation of each Canadian province or territory.

NSR means Net Smelter Royalty.

Option Agreement means the agreement between Eastmain Resources Inc. and Benz Mining Corp. dated August 7, 2019

Project means the Eastmain Project which is the subject of the Option Agreement and is located approximately 316km northeast of Chibougamau, Québec.

Ruby Hill East means a property the subject of the Amending Agreement, which is located within the upper Eastmain greenstone belt of James Bay, Québec.

Ruby Hill West means a property the subject of the Amending Agreement, which is located approximately 800km north of Montreal, 320km north-northeast of Chibougamau and 160km north of Temiscamie, Québec.


BENZ MINING CORP.

Share Purchase Agreement means the agreement between Spartan Resources Limited and Benz Mining Corp. dated November 5, 2024.

Spartan means Spartan Resources Limited.

Tenement Sale Agreement means the agreement between Mining Equities Pty Ltd and Benz Mining Corp. dated December 3, 2024.

TSX-V means the TSX Venture Exchange Inc.

VWAP means volume weighted average price.

Warrant means a warrant to acquire a Share.

2 Corporate Structure

2.1 Name, Address and Incorporation

Benz Mining Corp. (Benz or the Company) is an exploration and development stage company existing under the British Columbia Business Corporations Act (BCBCA). The Company was incorporated under the laws of the Province of British Columbia on November 9, 2011.

The Company's common shares trade on the TSX Venture Exchange (TSX-V) under the symbol "BZ", the Frankfurt Exchange under the trading symbol "1VU", and the Australian Securities Exchange (ASX) under the trading symbol "BNZ". The Company is classified as a junior mining issuer with the ASX and as a Canadian non-venture issuer.

The Company's head and registered offices are located at Suite 2501-550 Burrard Street, Vancouver, British Columbia, V6C 2B5. The Company also maintains an office in Australia which is located at Suite 23, 513 Hay Street, Subiaco WA 6008.

2.2 Company Structure

The parent Company is Benz Mining Corp. The Company has three 100% owned subsidiaries as follows:

  • Gascoyne Resources (WA) Pty Ltd (Australian incorporated ACN 139 823 822);
  • Egerton Exploration Pty Ltd (Australian Incorporated ACN 163 614 551); and
  • BGA Exploration Pty Ltd (Australian incorporated ACN 682 641 818).

3 Development of the Business

3.1 General History

The Company was incorporated under the BCBCA on November 9, 2011, and began trading as a capital pool company in September 2012 and was admitted to the TSX-V in April 2013 under the symbol "BZ" and on the Frankfurt Exchange in August 2017 under the symbol "1VU". The Company's shares are also traded on the restricted OTC Pink platform. On December 23, 2020, the Company announced that it had also commenced trading on the ASX under the symbol "BNZ" following a successful Initial Public Offering that raised A$2,000,000 (before costs).

Acquisition of Eastmain Project and Ruby Hill West and East Properties

On August 7, 2019, the Company entered into an exclusive option agreement with Eastmain Resources Inc (Eastmain) (now named Fury Gold Mines Limited) to acquire a 100% interest in the former producing Eastmain Gold Project located in the James Bay District (Eastmain Project or the Project), Quebec for


BENZ MINING CORP.

approximate consideration of C$5,000,000 (Option Agreement). On April 30, 2020, the Company announced that it had entered into an agreement amending the Option Agreement to acquire an option to earn up to a 100% interest in the Ruby Hill West and Ruby Hill East properties (Amending Agreement).

Pursuant to the Option Agreement and Amendment Agreement, the Company retained the right and option to earn a 75% interest in the Eastmain Project and Ruby Hill East and Ruby Hill West properties by issuing the following cash and common shares payments to Eastmain:

Option Payments Payable in Cash Option Payments Payable in Cash or Shares
Option Agreement Effective date – October 23, 2019 (paid) $75,000 -
Amending Agreement approval date by TSX-V Exchange – May 21, 2020 (paid) $75,000 -
On or before the 1st Anniversary of the Effective Date (paid) $150,000 $100,000
On or before the 2nd Anniversary of the Effective Date (paid) $150,000 $110,000
On or before the 3rd Anniversary of the Effective Date (paid) $200,000 $110,000
On or before the 4th Anniversary of the Effective Date (paid) $1,250,000 $475,000
Total Price $1,900,000 $795,000

In addition to the above option payments, the Company also issued Eastmain 3,000,000 common shares, with a value of C$255,000 on grant date. Per the terms of the Amending Agreement, Benz issued a further 2,000,000 common shares and 4,000,000 share purchase warrants, with a value of C$360,000 and C$539,078, respectively. Each warrant enabling the holder to purchase one common share of Benz at a price of C$0.12 per share until April 27, 2023.

The Eastmain Project property expenditure schedule, as defined in the Option Agreement and updated in the Amending Agreement, totals C$3,500,000 as follows:

Cash Spend
On or before the 1st Anniversary of the Effective Date $0
On or before the 2nd Anniversary of the Effective Date C$1,000,000
On or before the 3rd Anniversary of the Effective Date C$1,500,000
On or before the 4th Anniversary of the Effective Date C$1,000,000
Total Property Expenditure C$3,500,000

On October 23, 2023, the Company made the final option payments under the Option Agreement and updated in the Amending Agreement comprising $1,350,000 in cash and $375,000 in shares (1,237,216 shares) and having issued the shares and warrants and incurred the required Project expenditures as described above, the Company exercised its' option and now holds a 75% right, title and interest to the Eastmain Project and the Ruby Hill East and West properties.

The Company is now be obligated to make the following additional payments to Eastmain on the occurrence of the following events:

  • C$1,000,000 within five (5) business days of the earlier of (i) closing of project financing to place the Eastmain Project, or any part thereof, into commercial production, or (ii) the date that is 24 months after exercise of the Options (being October 23, 2025) (First Milestone Payment). With this First Milestone Payment, Benz will have acquired 100% of Eastmain's recorded and/or leasehold interest in the Eastmain Project. If Benz fails to make this First Milestone Payment, Eastmain will have the right to buy back Company's 75% interest in the Project for C$3,500,000, of which up to C$1,225,000 may be paid in common shares of Eastmain; and

BENZ MINING CORP.

  • C$1,500,000 within five (5) business days of the commencement of commercial production (Second Milestone Payment).

The Company may, at its election, pay up to 25% of this payment in common shares of the Company. The number of common shares required to be issued will be determined by the share equivalent of such payment on the date of issuance.

Eastmain would retain a 2% Net Smelter Return (NSR) royalty in respect of the Eastmain Project. The Company may, at any time, purchase one half of the NSR royalty, thereby reducing the NSR royalty to a 1% NSR royalty, for C$1,500,000.

The Company will have the right to earn an additional 25% interest in the Ruby Hill East and Ruby Hill West properties by paying an additional C$100,000 to Eastmain by October 23, 2025, which can be paid in shares at the election of Eastmain based on the prevailing volume weighted average price (VWAP) of the Company's shares up to a maximum of 500,000 shares. Following the acquisition of a 100% interest in the Ruby Hill East and Ruby Hill West properties, Eastmain will retain a 1% NSR royalty, of which one half may be purchased for C$500,000 thereby reducing it to a 0.5% NSR royalty. The NSR royalty is also offset by any pre-existing royalties which may reduce the royalty burden.

On May 24, 2023, the Company announced an Updated Independent Mineral Resource Estimate in accordance with NI 43-101 guidelines for its Eastmain Project.

Acquisition of Glenburgh and Mt Egerton Projects

On January 14, 2025, the Company announced that it has completed the acquisition of 100% of the Glenburgh Gold Project (Glenburgh Project) and Mt Egerton Gold Project (Mt Egerton Project) located in the Gascoyne region of Western Australia, which was subject to the Share Purchase Agreement dated November 5, 2024 with Spartan Resources Limited (ASX: SPR) (Spartan) (Share Purchase Agreement).

The consideration payable under the Share Purchase Agreement was as follows:

  • A$1,000,000 cash payable to Spartan, with A$500,000 payable upon completion of the acquisition (paid in January 2025) and the remaining A$500,000 payable to Spartan on the date that is 12 months after completion of the acquisition (being payable in January 2026);
  • 33,000,000 fully paid CDIs in the Company to be issued to Spartan (issued in January 2025), which are subject to voluntary escrow for a period of 12 months from completion;
  • Deferred consideration up to A$6,000,000 to be paid in cash or fully paid CDIs (at the Company's election) to Spartan upon Benz satisfying each of the following milestones:

  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the acquired projects.

  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the acquired projects; and
  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing

BENZ MINING CORP.

1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the acquired project.

If the Company elects to issue CDIs to satisfy a milestone payment above, the number of CDIs to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's shares and A$0.088 per share. If the Company's 20-day VWAP falls below A$0.088 per share at the time the milestone payment is due, the Company may elect to satisfy the milestone payment by issuing such number of shares to Spartan (as approved by shareholders at the Company's Annual General Meeting) and the balance of the payment in cash. The Company may only elect to issue milestone CDIs subject to certain conditions being met, including that any issuance of milestone CDIs to Spartan will occur before 15 December 2029, following which any milestone payment must be paid to Spartan in cash, and the Company having obtained all necessary regulatory and shareholder approvals to issue the relevant milestone CDIs to Spartan.

Acquisition of Additional Strategic Ground in Western Australia

On February 14, 2025, the Company announced that it has exercised an option with an unrelated third party, Mining Equities Pty Ltd, to acquire three highly prospective tenements adjacent to the Glenburgh Project in Western Australia, and one strategic tenement at the Mt Egerton Project.

The consideration payable under the Tenement Sale Agreement was as follows:

  • Issuance of 500,000 fully paid ordinary shares in Benz (issued in February 2025); and
  • The grant of a 0.75% net smelter royalty.

Fundraising Activities

On September 21, 2022, the Company completed a private placement of 16,434,000 common shares in the capital of the Company, consisting of:

i. 7,929,317 charity flow-through common shares issued at a price of C$0.883 per Share and 3,945,813 flow through common shares issued at a price of C$0.76 per share, and
ii. 4,558,870 non-flow-through common shares at a price of C$0.42 per hard dollar share for aggregate gross proceeds of C$11,914,728.

The gross proceeds received by the Company from the sale of the flow-through common shares will be used to incur eligible "Canadian Exploration Expenses" within the meaning of the Income Tax Act (Canada) (the Tax Act), of which:

i. 7,929,317 flow-through shares issued at a price of C$0.883 per share will be used to incur Canadian Exploration Expenses that qualify for the federal 30% Critical Mineral Exploration Tax Credit announced in the federal budget on April 7, 2022, and;
ii. 3,945,813 flow-through shares issued at a price of C$0.76 per Share will be used to incur eligible Canadian Exploration Expenses that qualify as “flow through mining expenditures” within the meaning of the Tax Act.

On November 14, 2024, the Company completed a private placement with new and existing shareholders of the Company, each of whom is an institutional and/or sophisticated investor, to raise approximately A$4 million (C$3.6 million) (before costs) through a placement of 18,181,820 fully paid CDIs, each CDI representing one underlying common share in the Company.

On April 16, 2025, the Company announced it had received firm commitments for a placement of 33,750,750 new fully paid CDIs in the Company at an issue price of A$0.40 per New CDI to raise approximately A$13.5


BENZ MINING CORP.

million (before costs). This placement was completed in two tranches, with 28,722,000 New CDIs issued on April 28, 2025 and the remaining 5,028,750 New CDIs issued on July 24, 2025.

Management Changes

On January 27, 2023, the Company announced that Mr Xavier Braud had resigned as Chief Executive Officer and Head of Corporate Development (Australia). Mr Evan Cranston, the current Executive Chairman, agreed to act as interim Chief Executive Officer until the Board makes a permanent appointment to the position.

On November 17, 2023, the Company appointed Mark Lynch-Staunton as its Chief Development Officer. Mr Lynch-Staunton was promoted to the role of Chief Executive Officer on November 26, 2024.

On January 14, 2025, Mr Nick Jolly was appointed as a Non-Executive Director as a nominee from Spartan Resources Limited under the terms of the Share Purchase Agreement.

4 Description of the Business

4.1 General

Benz is a mineral exploration company. The principal business of the Company is the identification, evaluation and acquisition of exploration and evaluation projects located particularly in the Upper Eastmain Greenstone Belt in Northern Quebec and the Gascoyne province of Western Australia. Benz is earning a 100% interest in the former producing high grade Eastmain gold mine, Ruby Hill West and Ruby Hill East projects in Quebec, owns 100% of the Windy Mountain project in Quebec and 100% of the Glenburgh and Mt Egerton Projects in Western Australia.

As at the date hereof, the Company has not yet determined whether any properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and mineral properties is dependent upon the discovery of economically recoverable reserves and, among other things, the ability of the Company to obtain the necessary financing to complete the development of and future profitable production from the properties or realizing proceeds from their disposition.

4.2 Employees

As at the end of the financial year ended April 30, 2025, and the date of this Annual Information Form, the Company had one employee.

4.3 Specialized Skills and Knowledge

The Company's business requires specialized skills and knowledge in the areas of geology, mining, mineral processing, environmental management, permitting, First Nations relations and the global commodity markets. To date, the Company has been able to locate and retain such professionals.

4.4 Competitive Conditions

The industrial mineral exploration and mining business is competitive in all phases of exploration, development and production. The Company competes with a number of other companies that focus on the discovery and acquisition of properties considered to have commercial potential, some of whom have resources significantly in excess of those of the Company, in the search for and the acquisition of attractive mineral properties, qualified service providers, labour, equipment and suppliers. The Company also competes with other mining companies for production services, mineral concessions, claims, leases and other interests, as well as for the recruitment and retention of qualified employees and consultants. Furthermore, the


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Company competes with other mining companies for capital and human resources to attract and retain personnel with the specialized skills and knowledge required for the Company's operations.

4.5 Business Cycles and Seasonality

The industrial mineral mining business is subject to global macro-economic cycles, a number of which are beyond the Company's control, which affect the marketability of products derived from mining. Moreover, the Company's operations may be subject to adverse weather conditions, which may prevent the conduct of its exploration and evaluation activities.

4.6 Health, Safety, and Environmental

Benz is committed to creating value for shareholders while subscribing to the highest standards of social and environmental responsibility. Ultimately, the Company believes that these two objectives are both complementary and inseparable. The Company's operating principles aim to prioritize the health and safety of employees, respect and enhance the local communities in which the Company operates, minimize environmental impacts, and create a unique and supportive work environment.

The Company aims to provide a working environment that is both healthy and safe for all employees. The Company's operating policies and standards at field operations are designed to maintain an accident and injury-free workplace and to keep employees as safe as possible.

The Eastmain Project is a past-producing mine site, and Benz is committed to maintaining the camp in a condition that upholds the highest possible environmental standards and avoids any unnecessary environmental impacts. Where activities do impact the natural environment, the Company is committed to upholding and exceeding all relevant standards of environmental care and to mitigate these impacts to the best extent possible.

Benz is committed to offering equal opportunities to all employees at all levels of the organization. The Company values diversity in the workplace and thrives to create a supportive and rewarding culture. The Company believes meaningful training and career opportunities are the keys to maintaining a constructive workplace culture, helping employees reach their potential and implementing effective succession planning. The Company's systems of recognition and reward are designed to operate on principles of merit and fairness.

The Eastmain Project is located in the James Bay area, approximately 320km North-East of Chibougamau. Benz is committed to developing and maintaining strong, honest, and respectful relationships with all local communities and local governments which are associated with the region in which the Company operates. Benz strives to maintain a frequent and open dialogue with the Cree Nation of Mistissini and to find ways in which the Company can proactively involve all local communities in activities and decisions. The Company makes every effort to source local employees and services, and to support training programs and community initiatives that will benefit the local Mistissini community.

5 Mineral Projects

5.1 Eastmain Gold Project

The Eastmain Project is located approximately 750km northeast of Montreal and 316km northeast of Chibougamau and comprises 152 contiguous mining claims each with an area of approximately 52.7 ha, covering a total of 8,014.36 ha plus one industrial lease permit.

The Eastmain Project is accessible by road via the Route 167 extension, a permanent all-season road, and is serviced by an existing camp, all season gravel roads, and an airstrip. The Eastmain Project benefits from


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access to Chibougamau (population of 7,541) that serves as the main centre of communications and supplies for the area.

img-1.jpeg
Figure 1: Location of Eastmain Project.

The Eastmain Project has a history of significant exploration that has been undertaken intermittently since Placer Development Limited's initial discovery of the Eastmain deposit in 1969/1970. At this time the gold-silver-copper bearing A Zone was intersected while drill-testing an airborne geophysical conductor. Subsequent drill testing of airborne conductors in the 1980's defined two additional gold-rich zones known as the B and C Zones. In 1987, the Placer and MSV Resources Inc. joint venture completed underground development on the Eastmain deposit including an $826.2\mathrm{m}$ decline, $226.2\mathrm{m}$ of sub-level drifting, and $95.5\mathrm{m}$ of raising.

In 1994 to 1995, MSV Resources Inc. mined 118,356 tonnes grading $10.58\mathrm{g / t}$ Au and $0.3\%$ Cu by room and pillar mining. The mineralization was processed at the Copper Rand Mine in Chibougamau, and 40,000 oz of Au was recovered.

Eastmain acquired a $100\%$ interest in the Eastmain Project from Campbell Resources Inc. in 2007.

5.2 Ruby Hill West and Ruby Hill East Properties

The Ruby Hill East property is located within the upper Eastmain greenstone belt of James Bay, Québec in which three significant mineral deposits have been discovered, the Eastmain Gold Deposit, McLeod Lake Copper-Molybdenum Deposit; and Stornoway Diamond Mine. The Ruby Hill West property is located approximately 800 km north of Montreal, 320 km north-northeast of Chibougamau and 160 km north of Temiscamie, Québec.

The Ruby Hill East property consists of 88 mineral claims (4,640 ha) in a single block contiguous to the west with the Eastmain Mine Project. Eastmain completed drill programs in 2008 and in 2016. In 2008, eight holes were drilled totalling $1,263\mathrm{m}$ . In 2016, five diamond drill holes were completed totalling $1,044\mathrm{m}$ . A total of 500 core samples and 18 quality control samples (standards and blanks) were sent to ALS Minerals in Sudbury, Ontario.


BENZ MINING

CORP.

The Ruby Hill West property consists of 180 contiguous claim cells in a single block. The eastern boundary of the property is located approximately 18km west of the Eastmain Gold Deposit. The Ruby Hill West Property is helicopter accessible from the base camp on the Eastmain Gold Project. Eastmain commenced exploration in 2005, completed a drill program testing airborne geophysical targets in 2008 and a surface prospecting program in 2016. In 2008, 21 holes were drilled totalling $3,648\mathrm{m}$ . The 2016 work program consisted of geological mapping and prospecting. A total of 237 outcrops were described and 158 grab samples were collected. From the 158 collected samples, seven returned gold values $>100$ ppb, amongst which four assayed $>1$ g/t gold. The best gold value obtained is $18.15\mathrm{g / t}$ . The gold mineralization is associated with arsenopyrite and was interpreted to be geologically continuous from the EXKO showing $(3.55\mathrm{g / tAu};17.0\mathrm{g / tAg};0.12\%$ Cu), discovered previously by the Eastmain Syndicate in 1989.

In the western part of the Ruby Hill West property, samples of a spodumene-bearing pegmatite dyke returned values of $0.50\%$ to $2.19\%$ lithium with very anomalous tantalum, cesium and rubidium values.

img-2.jpeg
Figure 2: Benz tenure over Upper Eastmain Greenstone Belt simplified geology.

5.3 Windy Mountain Property

In August 2021, the Company acquired the Windy Mountain property for cash totalling $10,764. In September 2022, the Company acquired an additional 5 claims on the Windy Mountain property for cash totalling$ 800. Total claims held on the property are 78, covering 4,109.7 hectares (41.10 km²).

5.4 Glenburgh Project

The Glenburgh Project is a substantial $786\mathrm{km}^2$ land package situated 250km east of Carnarvon, Western Australia. Strategically positioned near the craton margin suture zone between the Glenburgh Terrane and the Yilgarn Craton, hosted within a Paleoproterozoic metamorphic gneiss belt.

The Glenburgh Project has a granted mining lease and a Mineral Resource Estimate of 16.3Mt at 1g/t Au for 510,100 ounces within the largely untested tenement package.


BENZ MINING CORP.

img-3.jpeg
Figure 3: Geology overview of the Glenburgh Project.

The Glenburgh project is situated on the 14 tenements, including 10 exploration licenses, E09/1325, E09/1764, E09/1865, E09/1866, E09/2025, E09/2148, E09/2730, E09/2928, E09/2929, E09/2952, 2 mining leases, M09/148, M09/161, and 2 miscellaneous licence, L09/56, L09/62. Three exploration licences, E09/2928, E09/2929 and E09/2952, have been acquired from Mining Equities Pty Ltd. These tenements are distributed along the northern margin of the Glenburgh Project. All other tenements were acquired from Spartan Resources Limited.

Benz's immediate exploration efforts at the Glenburgh Project will concentrate on the high-grade zones within the interpreted target package. Six high-priority targets with shoots exceeding 50 gram-metres (Icon, Apollo, Shelby, Hurricane, Zone 102, Zone 126) have been identified within the existing resource footprint, presenting a compelling opportunity for rapid high grade resource expansion. Importantly, drilling on average has only tested the top $100\mathrm{m}$ from surface, leaving incredible upside potential at depth.

In addition to these high-grade zones, the Glenburgh Project features an exciting 5km long, 100 ppb geochemical gold anomaly indicating the continuation of the main mineralising structure along strike. Benz's geological modelling indicates that the prospective target package will likely extend through this area, but at a shallow plunge to the northeast beneath surface cover rock. Current shallow drilling efforts to test this anomaly would have been ineffective. The target package is modelled to be present between 100-200m


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CORP.

depth. This presents an exciting opportunity to delineate an additional 5km of target package and associated high-grade zones.

5.5 Mt Egerton Project

The Mt Egerton Project comprises two granted mining leases and five exploration licenses, covering a total area of $179.59\mathrm{km}^2$ in the Lower Proterozoic Egerton inlier. Located in the Gascoyne province, approximately 200km northwest of Meekatharra, the Mt Egerton Project hosts the high-grade Hibernian Mine and the Gaffney's Find prospect. Previous drilling at Mt Egerton has revealed exceptional high-grade intercepts, including:

5m at 96.7g/t Au
4m at 91.9g/t Au
4m at 75.3g/t Au
11m at 42.5g/t Au

These intercepts are associated with quartz veining in shallow southwest-plunging shoots. The Hibernian Mine, which has only been drill-tested to a depth of $70\mathrm{m}$ , shows strong potential for expansion through deeper drill testing and targeting new shoot positions.

In addition to depth extension potential at the Hiberinan Mine, there is a roughly 8km strike extension to the Hibernian trend under shallow cover that remains underexplored.

Mt Egerton hosts an initial Mineral Resource Estimate of 0.28Mt at 3.1g/t Au for 27,000 ounces. The resource is within trucking distance to several operating mills for potential toll treating options.

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Figure 4: Mt Egerton Project geology overview


BENZ MINING CORP.

6 Technical Information

6.1 NI 43-101 Technical Report and Updated Mineral Resource Estimate – Eastmain Gold Project

The 2023 Technical Report and Updated Independent Mineral Resource Estimate for the Eastmain Gold Project (the 2023 MRE) was prepared for the Company by Antoine Yassa, P. Geo., of P&E Mining Consultants Inc., an independent “qualified person” as defined by NI 43-101. The 2023 MRE may be found on the Company’s website at www.benzmining.com/ or under the Company’s profile on SEDAR at www.sedarplus.ca. Readers are encouraged to read the entire 2023 MRE.

The following disclosure relating to the Eastmain Gold Project is an excerpt of the summary of the 2023 MRE. The entire 2023 MRE is incorporated by reference herein, and readers are encouraged to review the complete text of the 2023 MRE available under the Company’s profile at www.sedarplus.ca.

The following summary does not purport to be a complete summary of the 2023 MRE. The 2023 MRE is intended to be read as a whole, and sections should not be read or relied upon out of context. The 2023 MRE contains the expression of the professional opinions of a Qualified Person (as defined under NI 43-101) based upon information available at the time of preparation of the 2023 MRE. The following disclosure, which is derived from the 2023 MRE, is subject to the assumptions, qualifications and procedures contained in the 2023 MRE. References below to the “Technical Report” are references to the 2023 MRE.

(a) Property Description and Location

The Technical Report was prepared by P&E Mining Consultants Inc. (P&E) to provide a National Instrument (NI) 43-101 Technical Report and Mineral Resource Estimate for the gold mineralization contained in the Eastmain Mine Property (the Property or the Project), James Bay District, Québec that is optioned by Benz to acquire a 100% interest. The Property is approximately 750 km northeast of Montreal, 620 km north of Québec City, and 316 km northeast of the Town of Chibougamau. The Eastmain Mine is located at UTM NAD83 Zone 18U 698,574 m E and 5,798,674 m N, or 52° 18' 09" North latitude and 72° 05'15" West longitude.

The Property consists of 155 contiguous mining claims covering a total of 8,120 ha. There is an industrial lease covering the infrastructures for a total area of 250 km² (1847-10-000). Of the 155 mining claims, 152 are 100% owned by Eastmain Resources Inc. (Eastmain Resources, now Fury Gold Mines Limited) and three are owned 100% by Benz. The industrial lease is also owned by Eastmain Mines Inc.

(b) Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Eastmain Mine Property is road accessible via the Route 167 north extension, a permanent all-season road and is serviced by an existing camp and all-season gravel roads. The Property benefits from access to the Town of Chibougamau, which serves as the main centre of communications and supplies for the region. Many businesses provide services to the exploration sector and a long history of mining in the region contributes to a highly skilled workforce.

The Property is located in the Hudson Bay watershed. The topography of the area is typical of the Canadian Shield and consists of a peneplaned surface with low rocky ridges separated by poorly drained ground. The area around the Property is gently rolling to flat-lying, with local relief of up to 200 m and an average elevation of 490 m above sea level. The climate is temperate to sub-arctic with snow cover expected from November to May. Exploration and mining can generally be carried out year-round.

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(c) History

The Eastmain Mine Property has a history of significant exploration that has been undertaken intermittently since Placer Development Limited's initial discovery of the Eastmain Deposit in 1969/1970. At this time, the gold-silver-copper bearing A Zone was intersected by drill-testing an airborne geophysical electromagnetic conductor. Subsequent drill testing of airborne conductors in the 1980s defined two additional gold-rich zones, the B and C Zones. In 1987, the Placer and MSV Resources Inc. Joint Venture completed underground development on the Eastmain Deposit, including 826.2 m of decline, 226.2 m of sub-level drifting, and 95.5 m of raising. In 1994 to 1995, MSV Resources mined 118,356 tonnes grading 10.58 g/t Au and 0.3% Cu by room and pillar mining. The mineralization was processed at the Copper Rand facility in Chibougamau and 40,000 oz of Au was recovered. In 2007, Eastmain Resources Inc. acquired a 100% interest in the Eastmain Property from Campbell Resources Inc. On August 9, 2019, Benz announced that it had entered into an option agreement with Eastmain Resources Inc. to acquire a 100% interest in the Eastmain Mine Property. On October 9, 2020, Eastmain Resources was acquired by Auryn Resources Inc. and the merged companies renamed as Fury Gold Mines Limited.

(d) Geological Setting, Mineralization, Deposit Type

The Property is located in the Upper Eastmain Greenstone Belt (UEGB) within the Opatica Subprovince of the ca. 2.7 Ga Archean Superior Geological Province. The UEGB consists of a metavolcanic-metasedimentary terrain, dominated by massive and pillowed mafic flows interbedded with felsic to intermediate tuff and flows, ultramafic flows and meta-sedimentary rocks.

In the Eastmain Gold Deposit (Eastmain Deposit or Deposit), gold occurs in mineralized quartz veins associated with massive to semi-massive sulphide lenses and silicified zones contained in a strongly deformed and altered assemblage of felsic, mafic and ultramafic rocks. This high-strain deformation zone associated with the mineralization trends northwest and dips 40° to 55° northeast. The Eastmain Deposit consisted historically of three high-grade mineralized zones that were traced for >1 km in length and to a vertical depth of 400 m below surface. Mineralized quartz veins and lenses show a variable thickness between 0.01 and 13 m, and sulphide contents average 15 to 50%. Sulphides consist of pyrrhotite, pyrite, and chalcopyrite, with minor sphalerite, arsenopyrite and electrum. Visible gold occurs in the quartz veins as nuggety gold grains (<1 mm) associated with quartz and (or) sulphides. The gold grains are generally larger when in contact with sulphides.

Gold mineralization models for the Eastmain Deposit have ranged from a synvolcanic and stratabound deposit hosted in a recrystallized chert horizon to an epigenetic, orogenic deposit structurally controlled in a silicified shear zone. Recent publications has led to a polygenetic model involving formation originally as a synvolcanic or syngenetic sulphide deposit on or near the seafloor, and then strong structural and alteration overprinting at deeper crustal levels during orogenic gold mineralization.

(e) Exploration and Drilling

Benz completed surface and downhole time domain electromagnetic (TDEM) geophysical surveys, mineral prospecting, geological mapping, soil geochemical surveys, and diamond drilling in 2020 to 2022, which provided geological and structural information to guide extension of known Mineral Resources and delineate new zones and targets along and parallel to the main gold mineralized trend (the Mine Trend or Mine Horizon).

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Benz completed 12 diamond drill holes totalling 7,104 m to test the electromagnetic anomalies in 2020, including eight holes totalling 4,404 m used in this current Mineral Resource Estimate (MRE). The Company also completed 92 diamond drill holes totalling 51,652 m in 2021, to focus on updating the previous MRE. Nine drill holes were completed in 2022 on Zone E and Zone NW for 5,422 m. Overall and including historic holes a total of 652 diamond drill holes for 174,108 m of drilling have been completed on the Eastmain Mine Trend, including 384 drill holes for 103,444 m that were incorporated into the current MRE.

(f) Sample and Data Verification

Formerly, Eastmain and subsequently Benz implemented a rigorous quality assurance/quality control (QA/QC) program during the 2010 to 2017 and 2020 to 2022 drilling programs at the Eastmain Mine Property. In the opinion of the Technical Report Author (the Author), the Eastmain and Benz sample preparation, analytical procedures, security and QA/QC programs meet industry standards, and that the data are of good quality and satisfactory for use in the Mineral Resource Estimate reported in this Technical Report.

Mr. Antoine Yassa, P.Geo., of P&E and an independent Qualified Person in terms of NI 43-101, visited the Eastmain Mine Property on November 6 and 7, 2017 and again on February 25 to 27, 2023 to complete an independent Property review and data verification sampling programs. The site visits included inspection of the Property, drill sites and collar locations, assessment of the geology and topography, and recording several GPS readings to confirm the location of baseline grid intersections and locate several drill hole collars. The Author considers that there is good correlation between the gold assay values in Benz's database and the independent verification samples. In the Author's opinion, the data are of good quality and appropriate for use in the current Mineral Resource Estimate.

(g) Mineral Resource Estimate

This updated Mineral Resource Estimate of the Eastmain Gold Property consists of 1.3 Mt grading 9.0 g/t Au for 380 koz Au in Indicated Mineral Resources and 3.8 Mt grading 5.1 g/t Au for 620 koz Au in Inferred Mineral Resources, at a cut-off grade of 2.5 g/t Au (Table 1.1). This Mineral Resource Estimate is an update from the previously reported Mineral Resource Estimate (2019) of 237 koz Indicated and 139 koz Inferred of gold for the Property.

Table 1: Eastmain Mine Property Updated Mineral Resources at 2.5 g/t Au Cut-off

Classification Tonnes (Mt) Au (g/t) Au (koz)
Indicated 1.3 9.0 380
Inferred 3.8 5.1 620

Notes:
1. The Mineral Resources described above have been prepared in accordance with the CIM Standards (Canadian Institute of Mining, Metallurgy, and Petroleum, 2014) and follow Best Practices outlined by CIM (2019).
2. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
3. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
4. The underground Mineral Resources in this estimate have been reported using a 2.5 g/t lower cut-off based on US$1,800/oz Au, 0.77 US$ FX, 95% process recovery and costs of C$125/t mining, C$40/t processing and $15/t G&A. Up-dip cut-and-fill mining is envisioned for extracting mineralization at Eastmain.
5. The Eastmain Zones have been classified as Indicated and Inferred according to drill spacing and two grade estimation passes. Underground Mineral Resources have been classified manually within a constraining volume to remove isolated areas not


BENZ MINING CORP.

satisfying reasonable prospects for eventual economic extraction ("RPEEE") and have been reported using an approximate 2 m minimum down hole intercept.

  1. Historical workings were depleted from the Mineral Resource model.
  2. The bulk density of 2.95 t/m3 has been applied based on measurements taken on the drill core with Au values equal or greater than 2.0 g/t. This value was assigned to the block model.
  3. The MRE is based on a block model with a parent block size in mineralized domains of 10 m x 10 m x 10 m with subcells as small as 0.5 m.
  4. Tonnage and grades have been expressed in the metric system, and gold metal content has been expressed in troy ounces.
  5. The tonnages have been rounded to the nearest 100 kt and the metal content has been rounded to the nearest 1 k ounces. Gold grades have been reported to one decimal place.

This updated Mineral Resource Estimate was prepared and is reported in accordance with NI 43-101 and JORC 2012 and is effective as of May 24, 2023. Benz engaged International Resource Solutions of Australia and P&E Mining Consultants Inc. of Canada to prepare the updated Mineral Resource Estimate of the Eastmain Gold Property. The Mineral Resource Estimate is based on 383 diamond drill holes totalling 103,444 m.

The Mineral Resource Estimate is sensitive to the selection of a reporting Au cut-off value, as demonstrated in Table 1.2.

Table 2: Mineral Resource Estimate Sensitivity to Au Cut-off Grade

Cut-off Au (g/t) Indicated Inferred
Tonnes (Mt) Au (g/t) Au (koz) Tonnes (Mt) Au (g/t) Au (koz)
4.5 1.0 10.5 350 1.6 7.4 370
4.0 1.1 10.0 360 2.1 6.6 440
3.5 1.2 9.6 370 2.6 6.0 510
3.0 1.3 9.3 380 3.3 5.5 580
2.5 1.3 9.0 380 3.8 5.1 620
2.0 1.4 8.6 390 4.7 4.6 690
1.5 1.5 8.4 390 5.5 4.1 730
1.0 1.5 8.3 390 6.0 3.9 750

Notes 1–10 above apply.

For the estimation methodology, geological and mineralization constraints were generated by Benz geological staff in Leapfrog and subsequently used in geostatistics, variography, block model domain coding and grade interpolation. Ordinary kriging was used to estimate Au block model grades. The constraints were coded to the drill hole database and samples were composited to 1.0 m downhole length. A parent block size of 10 m E x 10 m N x 10 m RL with sub-blocks 0.5 m were selected as the appropriate block size for grade estimation and was based on the variability of the drill spacing and the likely potential future underground mining methods. Variography was generated for the various mineralized domains to enable estimation via ordinary kriging. Hard boundaries were used throughout for the grade estimation.

Input composite sample counts for the grade estimates were variable and set at a minimum of six and a maximum of eight, depending on domain sample numbers and geometry. Top-cuts on the grade data were set at between 10 and 100 g/t Au with, where appropriate, an additional distance restriction set on the estimates whereby, for example, any composite grades greater than a certain predetermined grade could not be used for block estimates more than a specific distance from that high-grade composite. The distance restriction was utilized in a small minority of domains to prevent the spread of high-grade block estimates into low-grade sample areas. Any blocks not estimated in the first estimation path were estimated in a second pass with an expanded search neighbourhood with relaxed conditions, in order to allow the domains to be fully grade estimated. Extrapolation of


BENZ MINING CORP.

the estimated gold grades is commonly up to 80 m beyond the extents of the drill hole data, which is considered appropriate given that the overall classification of those extended grade estimates is Inferred.

Bulk densities were collected by Benz geological staff on a total of 426 representative samples. A total of 125 suitable vein constrained mineralized samples had an average measured bulk density of 2.97 t/m³, based on samples with grades >2.0 g/t Au, and a value of 2.95 t/m³ was assigned to mineralized zones. The higher bulk densities are representative of mineralization containing significant proportions of sulphide minerals. Typically, the dry bulk densities were measured on 10 cm segments of competent drill core via the Archimedes principle (weight in air/weight in water method).

The Mineral Resource Estimate is classified as either Indicated or Inferred. The classification is based on the relative confidence within each mineralized domain and is influenced by the drill spacing, which approximates 40 m by 40 m in the more densely drilled portions of the Deposit. In areas where the drill spacing is denser than 40 m on strike by 40 m down-dip, relative confidence in the geological and mineralization interpretations allow for classification of the grade estimates as Indicated. In other areas where the drilling has a greater spacing than 40 m on strike by 40 m down-dip, in which the confidence in the geological and mineralization interpretation is considered low to moderate, the grade estimates have been classified as Inferred.

A 2.5 g/t Au cut-off grade was used to report the Mineral Resources. This cut-off grade is estimated to be an appropriate grade required for potential underground mining economic extraction at current trailing average metal prices.

6.2 Exploration Activities at the Eastmain Gold Project

Benz commenced exploration at the Eastmain Project during 2020. The potential to target gold mineralisation via electromagnetics(EM) was identified, as the gold mineralisation is associated with pyrrhotite, an iron sulphide. Throughout 2020 and early 2021, Benz followed a simple exploration methodology based on the use of EM to target high grade gold mineralization. EM is not commonly used to directly target gold mineralization; however, it is a technique directly applicable at Eastmain (a technique that has been successfully used by ASX listed explorer Bellevue Gold Limited (ASX: BGL) at its namesake gold project).

During exploration activities during 2020, Benz discovered two additional mineralized trends returning high grade gold intercepts, the Nisto horizon and Kodak trend. The Nisto horizon however is only slightly mineralised and is not considered as having economic potential. The Kodak trend was later incorporated in Zone D and Zone E as drilling continued, and a better understanding of the gold mineralisation was gained.

Benz also discovered:

  • continuity of the high-grade mineralized horizon at NW Zone;
  • down plunge extensions at A-B-C zones; and
  • High grade down plunge of Zone D and
  • A new zone called Zone E, discovered at the end of 2020 by drilling a TDEM conductor.

During early 2021, Benz's 50,000m drilling campaign was well underway and a second drill rig was added to the program, increasing drilling capacity to approximately 1,500m per week.

Four new TDEM surveys were conducted in 2021 east of Zone E (Grids G and H), in the Placer Lake area (Grid F) and west of the Eastmain trend (grid L) to cover the Suzanna and Michel areas.

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Benz contracted Dominique Francois Bongarçon, a world-renowned specialist in gold sampling and assaying, to conduct a full heterogeneity test on Eastmain's core in order to define the influence of coarse (nuggetty) gold and measure the appropriateness of all assay techniques previously used at the Eastmain Project.

PhotonAssay in Perth

In its search for the most appropriate assay method for the coarse gold mineralization of the area, Benz shipped all the rejects from the 2020 drilling campaign to Perth in order to assay them using Chrysos' PhotonAssay technology at the only commercial laboratory offering the method, Minanalytical, with facilities in Perth and Kalgoorlie.

The batch, shipped by sea from Canada to Australia, contained ~8,500kg of crushed rocks to be assayed in individual samples of ~500g.

Assay results for the ~8,500kg of samples were completed in November 2021 and returned significant results. Of the 18,143 samples analysed by PhotonAssay, results showed:

  • 39% increase in the number of reportable intercepts (>0.2g/t Au) from 84 to 117;
  • 80% increase in the number of high-grade intercepts (>8g/t Au) from 5 to 9; and
  • 85% of reportable samples returned higher gold value by PhotonAssays.

Following the success of the PhotonAssay re-assay in identifying more gold and more mineralized intervals, Benz elected to sign a cornerstone agreement with MSA Laboratories for priority use of the first PhotonAssay facility to be installed in North America.

When submitted to a conventional assay laboratory, a half core sample is crushed to 2mm. The half core sample has a weight commonly ranging between 1.0kg and 2.5kg. After the crushing, a 250g sample is extracted from the total half core and is then sent for pulverisation. From the 250g pulverised sample, a smaller 50g sample is extracted to be further analysed. This process means two main things:

a) If the sample is heterogeneous (i.e. contains a small number of large gold grains) there is a large statistical chance that some of the gold present in the half core does not get measured as it stays in the original sample and does not form part either of the 250g subsample or of the final 50g sample; and
b) A large portion of the original sample is not used. It is commonly called coarse reject as it has only been processed through the first pass of the assay method which is the crushing part down to 2.0mm.

The purpose of using PhotonAssay on the coarse rejects was to compare assay results by conventional fire assays obtained from the 2020 drilling campaign to see how much more gold, if any, could be identified through a "whole rock" analysis method.

Drill results

Assay results received in August 2021 from drilling in the first half of CY2021 confirmed the high-grade nature of the NW Zone discovery.

Best results included:

  • 3.0m at 16.6g/t gold including 1.5m at 32.8g/t gold (EM21-143) (NW);
  • 7.8m at 8.7g/t gold including 1.0m at 32.6g/t gold (EM21-146) (NW);
  • 6.0m at 3.6g/t gold including 1.0m at 10.2g/t gold (EM21-145) (NW);

BENZ MINING CORP.

  • 3.0m at 5.2g/t gold including 1.0m at 15.0g/t gold (EM21-159) (NW); and
  • 8.9m at 1.5g/t gold including 1.5m at 7.3 g/t gold (EM21-157) (Nisto – now incorporated in NW Zone).

The last quarter of CY2021 saw Benz accelerate its activities with the addition of a third drill rig at site. The additional rig was motivated by the discovery of a new mineralized system at E Zone with the uncovering of a mineralized tonalite / monzonite intrusion.

Assay results from the newly discovered D Zone extension were received in December 2021. Benz was eagerly waiting for those results as they included assays from drillhole EM21-168 which had displayed a substantial amount of gold nuggets spread over several metres with some of the nuggets reaching several millimetres in size.

Assays for this specific hole (EM21-168) returned the highest grade drilled by Benz in the system with 7.9m at 35.9g/t gold including 1.0m at 168.8g/t gold. Other significant assays were 1.5m at 16.4g/t gold (EM21-166), 5.3m at 3.5g/t gold including 1.3m at 6.0g/t gold (EM21-167) and 1.0m at 8.34g/t gold (EM21-171).

Throughout the summer of 2021, Benz field crews sampled multiple areas on regional targets as part of a regional field work campaign. Samples consisted mostly of soil samples but also included base of till samples. All samples had been collected by end of October and were submitted for conventional assays at ALS global Laboratory in Montreal.

Drilling in 2022 was conducted mostly on regional targets (Lac Placer and the Southern Anomalies), with a few drill holes at Zone E, NW zone and at Michel and Julien.

In early February 2023, Dahrouge Geological Consultants and Major Drilling, the two contracting groups selected by Benz to conduct the 2023 diamond drilling campaign in the Company's Upper Eastmain Greenstone Belt projects, mobilised to the Eastmain Camp and drilling commenced shortly after.

During July 2023, the Company reported that 45 diamond drill holes were drilled for a total of 17,965m. The drilling program was designed to extend the gold deposit to the northern part of the property and to explore outside of the known mine area and along the northwestern trend that includes the Suzanna, Michel and Julien prospects whilst the Company was waiting for assays from additional drilling completed over the zones the subject of the May 2023 resource upgrade.

The drilling program followed a strategy of targeting previously identified time domain electromagnetic anomalies at the Eastmain Mine area and Induced Polarisation at the Julien, Suzanna and Michel prospect areas, to follow the best geophysical response, interpreted to be caused by sulphide rich gold mineralisation. The Company was pleased to report new high-grade discoveries on the Suzanna and Michel prospects, including a new copper-gold discovery, including:

  • 4.85m at 7.50 g/t and 1.91% Cu from 76.65m (EM22-272); and
  • 3.40m at 9.32 g/t from 264.10m at Suzanna (EM22-260).
  • Both holes are located in a wide-open area with very few drill holes at Michel (EM22-272) and Suzanna (EM22-260).

While no further specific ground exploration activities were completed at the Eastmain Project following this program, efforts were focused on a desktop targeting study to identify new exploration targets within the Eastmain Project tenure.

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Exploration Activities at Ruby Hill Properties

Ruby Hill East

In early February 2023, a helicopter portable drill rig was mobilised to drill critical minerals targets at Ruby Hill East. The targets drilled consists of a large induced polarisation (IP) chargeability anomaly located at Ruby Hill East, coincident with soils geochemical anomalies including lithium, nickel and copper. This area is completely under shallow cover, so no surface outcrop is exposed making it an extremely exciting target given the circa 4km long multielement (Li, Cs, Nb, Be, Sn, Ni) soil anomaly wrapping around a circular, zoned felsic intrusion

Ruby Hill West

During October 2021, a review of historical exploration data identified a lithium pegmatite occurrence at Ruby Hill West, approximately 40km to the west of the Eastmain mine camp.

Helicopter supported field work confirmed the presence of spodumene (lithium) bearing pegmatite at site and Benz teams collected samples from an area identified over 40m x 100m at Ruby Hill West.

Recognising the strong potential for the western end of the upper Eastmain Greenstone Belt, the Benz team conducted a review of regional geophysical datasets. From this review, it appeared that the extent of the greenstones had previously been poorly mapped and that a large portion of archean greenstones at a site called Windy Mountain, to the north of Ruby Hill West, was not under claims.

Benz acquired 69 new claims from the Quebec authorities, representing an additional 36km² of land, prospective for base metals, gold and, more importantly, hosting the right lithostructural environment for late pegmatites including ultra-differentiated lithium-bearing pegmatites.

Assays from the rock chip samples collected by Benz field crews confirmed that the outcrop at Ruby Hill West was consistently made of lithium-bearing pegmatite with values such as:

  • 1.9% Li₂O, 3160ppm Rb, 3820ppm Cs, 274ppm Ta;
  • 1.6% Li₂O, 3470ppm Rb, 9170ppm Cs, 1650ppm Ta;
  • 0.8% Li₂O, 980ppm Rb, 4150ppm Cs, 965ppm Ta; and
  • 0.5% Li₂O, 3810ppm Rb, 6020ppm Cs, 324ppm Ta.

These analytical results, received in late 2021, prompted Benz to organise a drilling campaign at Ruby Hill West. As Ruby Hill West is 50km to the west of the Eastmain Camp and does not have any infrastructure, drilling needed to be conducted with a helicopter portable drill rig and the support of a sufficiently large helicopter.

The lithium pegmatite drilling program was executed during April 2022. The program consisted of 6 drillholes for approximately 1,200m of drilling.

The first three holes were drilled toward the southeast in a direction that was expected to intercept an extension of the outcrop at depth. All three holes intercepted small dykes of pegmatites but failed to identify any massive pegmatite intrusion.

A fourth hole was drilled as a scissor hole under the same outcrop and returned 200.0m of host basalt. Hole RHW22-005, drilled along strike from holes RHW22-001,002 and 003 returned similar results.

Hole RHW22-006, drilled from the RHW22-004 pad in the opposite direction, was expected to extend the cross section across the mineral system and give a better geological understanding of the mineralized system and successfully intersected 26.1m at 1% Li₂O.

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In late May 2023, mapping and prospecting work led to the discovery of the new Mikisiw area of outcrops and blocks of spodumene bearing LCT (lithium-cesium-tantalum) pegmatite. Further mapping then uncovered a third spodumene bearing outcrop approximately 2km west of Mikisiw.

Drilling on the Ruby Hill West and Mikisiw pegmatite targets concluded in early November 2023 and results were received and interpreted. The drill program consisted of 19 holes for approximately 2,940m via a single helicopter supported diamond drill rig. An additional 58.95m of trench channel samples were also completed targeting visible pegmatite outcrops.

Results show we have a significant LCT pegmatite system at the Ruby Hill West property with drilling uncovering multiple thick LCT pegmatite dykes. While the thicknesses and fertility indicators are highly encouraging, the individual pegmatite dykes exhibit internal zonation, moving from spodumene rich to spodumene poor zones over short distances. Importantly, all the ingredients for a major lithium discovery still exist on the Ruby Hill West property, with over 25km of mostly unexplored prospective lithium trend remaining to be tested. The geological setting still suggests that additional discoveries are likely, with further work needed on uncovering the spodumene rich parts of the system.

Drilling followed up on the previously announced intersection of 26.1m at 1% Li₂O from hole RHW22-006. Hole RHW23-025 targeted the down dip extension of RHW22-006, and intersected 10.7m at 0.67% Li₂O, within a greater 21.3m LCT pegmatite. Trenching uncovered 19.5m at 1.13% in RHW23CH-004, which significantly increased the mineralised zone of the pegmatite. The Ruby Hill West pegmatites form a series of subparallel pegmatite dykes that typically dip 50 to 60 dg to the NW, changing to sub-horizontal near surface. The pegmatite dykes appear to closely follow the contacts of a differentiated mafic-ultramafic sill.

At the Mikisiw (M2) target, drilling intersected a stacked sequence of LCT pegmatites. Similar to Ruby Hill West, there is evidence of internal zonation. Drillhole RHW-017 hit 11.11 at 0.56% Li₂O within a wider 32.62m pegmatite intersection. Several other thick pegmatite dykes were intersected showing encouraging lithium fertility indicators, however, did not intersect mineralised spodumene zones. Attention will now turn to vectoring into the spodumene rich zones within this stacked LCT pegmatite system.

LCT pegmatites on the Ruby Hill West property are spatially associated with both mafic-ultramafic intrusions following D1 shearing and Late NE-SW and NW-SE structures. The intersection of these 2 trends are a potential trap for the more prospective LCT pegmatites. With these criteria, there are clear upside exploration targets at the RHW pegmatite. The prospective mafic-ultramafic sill combined with late structures is interpreted to extend for up to 2km either side of the known pegmatite intersections providing an immediate target for strike extension.

Exploration Activities at Glenburgh Project

On February 6, 2025, the Company announced it had commenced its maiden drill program at the Glenburgh Project with drilling to target high-grade extensions at Zone 126 and Apollo following up previous hits including:

  • 8m at 11.6g/t Au from 187m (VRC1076)
  • 28m at 5g/t Au from 156m (VRC0580)
  • 24m at 9.1g/t Au from 127m (VRC0535)
  • 14m at 8.9 g/t Au from 227m (VRC0578)

Initial drilling completed by Benz targeted the Zone 126 trend, where the Company confirmed a significant new high-grade lens down plunge of previous mineralisation. Early drilling results included standout intercepts such as 11m at 19.9 g/t Au, 5m at 10.2 g/t Au, and 4m at 12.2 g/t Au, validating a revised structural model that

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proposed a northeast plunge to the system — a departure from earlier southwest-plunging interpretations. This breakthrough opened up an 18 km corridor of untested fold-plunge targets, substantially expanding the Glenburgh Project's potential.

Follow-up drilling at Zone 126 in June 2025 delivered a second round of exceptional high-grade intercepts, including 39m at 5.1 g/t Au and 10m at 12.9 g/t Au. These results confirmed both the continuity and the scale of the mineralised system, with multiple mineralised zones remaining open at depth. Drilling has demonstrated that the intercepts closely approximate true width, further strengthening the geological model and confidence in future resource conversion. Additionally, mineralisation was encountered in the previously undrilled area between Zones 126 and 102, including 215m at 0.25 g/t Au with a high-grade core of 4m at 2.6 g/t Au, suggesting broader continuity along strike.

In parallel, broad-scale mineralisation was identified between the Icon and Apollo deposits, with one hole intersecting 220m at 0.37 g/t Au including 124m at 0.52 g/t Au. This discovery indicates the presence of a large, continuous, bulk-tonnage gold system, particularly within the shallowly drilled (average ~100m depth) Icon–Apollo corridor. The Company is now targeting mineralisation to depths of 200–300m to expand the resource footprint both laterally and vertically.

A second rig was mobilised in June to accelerate resource drilling, supporting both open-pit and high-grade underground development strategies. Drilling continues to test extensions of known mineralisation and to define new high-grade lenses along the Zone 126 trend. Structural mapping, now incorporating over 400 measurements, has played a pivotal role in refining further exploration targets.

Together, these activities are feeding into a new Mineral Resource Estimate expected to deliver significant growth in both scale and confidence. Benz's comprehensive approach, integrating advanced geology, aggressive drilling, and regional exploration, is aimed at unlocking the Glenburgh Project's multi-million-ounce potential on a granted mining lease.

Exploration Activities at Mt Egerton Project

Previous drilling at Mt Egerton has revealed exceptional high-grade intercepts, including:

  • 5m at 96.7g/t Au
  • 4m at 91.9g/t Au
  • 4m at 75.3g/t Au
  • 11m at 42.5g/t Au

These intercepts are associated with quartz veining in shallow southwest-plunging shoots. The Hibernian Mine, which has only been drill-tested to a depth of 70m, shows strong potential for expansion through deeper drill testing and targeting new shoot positions.

In addition to depth extension potential at the Hibernian Mine, there is a roughly 8km strike extension to the Hibernian trend under shallow cover that remains underexplored.

6.3 Mineral Resource Estimate – Eastmain Gold Project

On May 24, 2023, the Company announced a Mineral Resource Estimate (MRE) update on the Eastmain Project. The Updated MRE has been possible following an extensive 2021 drilling campaign on the Eastmain Mine Shear Zone.

The updated MRE for the Eastmain Project has been estimated at 621 koz Inferred and 384 koz Indicated gold at respective grades of 5.1 and 9.0 g/t Au.


BENZ MINING

CORP.

Table 4: Eastmain Mine Property Updated Mineral Resources at ${2.5}\mathrm{\;g}/\mathrm{t}$ Au Cut-off

Classification Tonnes (Mt) Au (g/t) Au (koz)
Indicated 1.3 9.0 380
Inferred 3.8 5.1 620

This MRE is an update from the previously reported NI 43-101 compliant MRE (2019) of 236.5 koz indicated and 139.3 koz of inferred at respective grades of $8.19\mathrm{g / t}$ Au and $7.48\mathrm{g / t}$ Au on the Project.

img-5.jpeg
Figure 3: 3D image of the Eastmain Mine Horizon with current Benz Indicated (red) and Inferred (yellow) Resources.

The MRE is being reported in accordance with NI 43-101 and JORC 2012 and is effective as of 24 May 2023. Benz engaged International Resource Solutions of Australia and P&E Mining Consultants Inc. of Canada to prepare an MRE for the Eastmain Project. The details of the 2023 MRE are set out in section 6.1.

Mineral Resource Estimation Summary

Geological Interpretation

There is sufficient confidence in the geological modelling of the deposit geometry to enable Indicated and Inferred Mineral Resource classification. The current MRE update represents an updated estimate to the August 2019 MRE.

Geological and mineralization constraints were generated based on gold grade assays and geological observations such as the presence of quartz veining and sulphide mineralization. Structural and geological observations were used to determine the overall attitude of the individual lodes.

Infill drilling at the Project, targets a drill hole spacing of $40\mathrm{m}$ strike by $40\mathrm{m}$ down dip or better, which enables a higher degree of confidence in the geological interpretation.

The Global Exploration Target area for the Project has overall dimensions of $7\mathrm{km}$ (strike) by up to $1\mathrm{km}$ (down-dip) and has been interpreted to extend to a maximum (tested to date) depth of $800\mathrm{m}$ below surface. Individual vein intercepts, vary from approximately $1.0\mathrm{m}$ to $>10\mathrm{m}$ in thickness.

Drilling Techniques, Sampling and Assaying

The Eastmain Mine drillholes were drilled using predominantly NQ sized diamond drill core calibre (47.6 mm core diameter and 3m rods) and included downhole orientation surveys. A few 2022 heliborne drillholes used


BENZ MINING CORP.

BTW-sized core (42 mm core diameter and 3 m rods). The drill contractor performed the down hole surveys and results were transferred to Benz Mining geologists digitally or on paper after each work shift.

Deviation surveys from 2020 to 2023 used the REFLEX EZ-TRAC™ and the AXIS North seeking Champ™ gyro tools to record deviation measurements every 3 to 10 m for all surface drill holes.

A portable XRF analyzer (Olympus Vanta-M) for rapid characterization of rock units is available at the site. Magnetometer and conductivity readings are taken at regular intervals with a KT-10 on core to better characterize magnetic susceptibility of the various rock units and mineralized intervals.

Recovery is recorded as a percentage calculated from measured core versus drilled intervals. Drilling on the Eastmain Mine Property achieved >99% recovery on average.

Sample lengths typically range from 0.5 to 1.5 m. Once logged and labelled, samples are sawn in half using a Vancon rock saw. One half of the core is placed in a plastic bag along with a detached portion of the unique bar-coded sample tag for shipment to the laboratory, and the other half of the core is returned to the core box, and the remaining tag portion is stapled in place. The witness drill core is stored onsite in outside core racks.

Samples were prepared at different analytical laboratories from 2020 to 2023 and include Actlab, ALS Global and MSALABS.

At Actlabs and ALS Global, gold was assayed by a conventional 50 g fire assay method with an atomic absorption or gravimetric finish. A metallic screen fire assay method was used when visible gold was observed. Multi-elements are determined by ICP methods using 4-acid digestion. MSALABS uses gamma ray analysis for gold by PhotonAssay™ instrument on a 500 g sample that was crushed through a 2 mm screen.

Sample weights varied from 0.6 to 5 kg, averaging 3.15 kg. This size of the samples and the sample preparation procedures are broadly used by gold mining companies in Canada and elsewhere. They are appropriate for use in the Mineral Resource Estimate.

Quality control procedures include the insertion of prepared certified reference materials and sourced blank material. Approximately 5% of Eastmain's samples are Quality Control Samples. Standards are deemed to have passed if they fall between plus or minus three standard deviations from the certified mean value or the sample mean value. QA/QC duplicates have been routinely assayed. Protocols used include using a second laboratory, ALS Global and MSALABS were used for this purpose. QA/QC results for exploration diamond drilling were acceptable for Mineral Resource estimation.

Estimation Methodology

Geological and mineralization constraints were generated by Benz geological staff in Leapfrog. The constraints thus developed were subsequently used in geostatistics, variography, block model domain coding and grade interpolation. Ordinary kriging was used for estimating Au block model grades. The constraints were coded to the drill hole database and samples were composited to 1.0 m downhole length. A parent block size of 10 m E by 10 m N by 10 m elevation was selected as an appropriate block size for grade estimation given the variability of the drill spacing and the likely potential future underground mining methods. Variography was generated for the various veins to enable estimation via ordinary kriging. Hard boundaries were used throughout for the estimation.

Input composite counts for the grade estimates were variable and set at a minimum of 6 and a maximum of 8 and this was dependent on domain sample numbers and geometry. Top cuts on the grade data were set at between 10 g/t Au and 100 g/t Au. Where appropriate, an additional distance restriction set on the estimates whereby, for example, any composite grades greater than a certain predetermined grade could not be used

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for block estimates more than a specific distance from that high-grade composite. The distance restriction was utilized in a small minority of domains to prevent the spread of high-grade block estimates into low-grade sample areas. Any blocks not estimated in the first-grade estimation pass were estimated in a second pass with an expanded search neighbourhood with relaxed conditions to allow the domains to be fully estimated. Extrapolation of the estimated gold grades is commonly approximately 80 m beyond the edges of the drill hole data, however, may be considered appropriate given the overall classification of those extended grade estimates as Inferred.

Bulk Density

Bulk densities were collected by Benz geological staff on a total of 426 representative samples. A total of 125 suitable mineralized samples had an average measured bulk density of 2.97 t/m³ and a value of 2.95 t/m³ based on samples with grade equal or higher to 2.0 g/t Au was assigned to mineralized zones. The higher bulk densities are representative of mineralization containing significant proportions of sulphide minerals. Typically, the dry bulk densities were measured on 10 cm segments of competent drill core via the Archimedes principle (weight in air/weight in water method).

Classification

The Mineral Resource has been classified as a combination of Indicated and Inferred. The classification is based on the relative confidence within the mineralized domain and is tempered by the drill spacing which approaches 40 m by 40 m in the more densely drilled portions of the deposit. In areas where the drill spacing is better than 40 m on strike by 40 m down dip, relative confidence in the geological and mineralization interpretations allow for classification of the grade estimates as Indicated. In other areas where the drilling has a greater spacing than 40 m on strike by 40 m down-dip where the confidence in the geological and mineralization interpretation can only be considered low to moderate, the grade estimates have been classified as Inferred.

Reporting Cut-off Grade

A 2.5 g/t Au cut-off grade was used to report the Mineral Resources. This cut-off grade is estimated to be an appropriate grade required for economic extraction at current metal prices.

7 Risks and Risk Management

This section identifies circumstances that the Board regards as the major risks associated with an investment in the Company and which may have a material adverse impact on the financial performance of the Company and the market price of the Shares and Chess Depository Interests ("CDIs"), if they were to arise.

The Directors aim, and will aim, to manage these risks by carefully planning the Company's activities and implementing risk control measures. However, some of the risks identified below are highly unpredictable and the Company is limited to the extent to which they can effectively manage them. The following risk factors are not intended to be an exhaustive list of the risk factors to which the Company is exposed.

In addition, this section has been prepared without taking into account any specific investor's individual financial objectives, financial situation and particular needs. Investors should seek professional investment advice if they have any queries in relation to making an investment in the Company.

7.1 Risks Specific to the Company

Contract risk


BENZ MINING CORP.

The Company is party to the Option Agreement and Amending Agreement with Eastmain. Under the Option Agreement and Amending Agreement, the Company will acquire up to a 100% interest in the Eastmain Gold Project and Ruby Hill East and Ruby Hill West properties, subject to the satisfaction of certain terms and conditions.

The Option Agreement and the Amending Agreement includes a provision providing for the termination of the Option Agreement and Amending Agreement upon the occurrence of certain events. The early termination of any of the Option Agreement, for any reason, may mean that the Company will not realise the full value of the contract, which will adversely affect the value, growth prospects, operating results and financial performance of the Company.

Future payment obligations

The Company is party to agreements pursuant to which it has assumed certain obligations to make future payments to third parties upon milestones being satisfied in connection with the Option Agreement and Amending Agreement. In particular, in the process of acquiring a 100% interest in the Eastmain Project, Ruby Hill East and Ruby Hill West properties, the Company is required to make the payments as detailed in section 3 of this Annual Information Form.

The Company is party to agreements pursuant to which it has assumed certain obligations to make future payments to third parties upon milestones being satisfied in connection with the Share Purchase Agreement. The Company is required to make the payments as detailed in section 3 of this Annual Information Form.

There can be no certainty that the Company will have sufficient funds to satisfy these obligations if and when they become payable.

Resource estimates

The Company has previously announced an updated MRE for the Eastmain Gold Project as at May 24, 2023.

There is a degree of uncertainty to the estimation of Mineral Resources and Ore Reserves and corresponding grades being mined or dedicated to future production. Until Mineral Resources or Ore Reserves are actually mined and processed, the quantity of Mineral Resources and Ore Reserves must be considered as estimates only. Estimates that were valid when originally made may alter significantly when new information or techniques become available.

Any material change in the actual quantity and grades of Mineral Resources or Ore Reserves may affect the economic viability of the Eastmain Gold Project and could have a material adverse effect on the Company's financial condition. The Company mitigates this risk by ensuring its Mineral Resource and Ore Reserve estimates are subject to appropriate levels of governance and internal control, including compliance with the NI 43-101 and JORC Code, to reduce the estimation risk. However, there is no assurance that this approach will alter the risk.

Infectious diseases

The outbreak of coronavirus disease (COVID-19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets and share price.

The Company's share price may be adversely affected by the economic uncertainty caused by COVID-19. Further measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company's operations. It could interrupt the Company carrying out its contractual obligations or cause disruptions to supply chains.

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The Company also has in place a COVID-19 management plan that was accepted by the Cree Nation.

7.2 Risks Specific to Operations in the Mining Industry

Exploration, development and operating risks and costs

The prospects of the Company should be considered in light of the risks, opportunities, expenses and difficulties frequently encountered by companies at a similar stage of production and development. The Company's initiatives may not proceed to plan, with potential for delay in the timing of exploration and development activities.

There can be no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration and development activities of the Company and the future development of mining operations at the Eastmain Project, Glenburgh Project and the Mt Egerton Project (or any future projects that the Company may acquire an interest in) may be affected by a range of factors, including:

  • geological, metallurgical and hydrological conditions;
  • limitations on activities due to seasonal weather patterns and Forest fires
  • lack of availability or shortages of equipment, spare parts and consumables;
  • access to appropriately skilled labour, competent operation and managerial employees, contractors and consultants;
  • unanticipated operational and technical difficulties, mechanical failure of operating plant and equipment, industrial and environmental accidents;
  • industrial action, disputes or disruptions;
  • industrial and environmental accidents;
  • increases in costs and cost overruns;
  • financial failure, or default by any future alliance or service provider to the Company which may require the Company to face unplanned expenditure;
  • native title process;
  • changing government regulations; and
  • other factors beyond the control of the Company.

In addition, the construction of any proposed development may exceed the expected timeframe or cost for a variety of reasons out of the Company's control. Any delays to project development could adversely affect the Company's operations and financial results and may require the Company to raise further funds to complete the project development and commence operations.

Future capital requirements

The Company will require further financing in the future.

Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the current market price or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.


BENZ MINING CORP.

As an exploration entity, the Company is making a loss, meaning it is reliant on raising funds from investors or lenders in order to continue to fund its operations and to scale growth.

Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, the Company may be required to reduce the scope of its activities, which could have a material adverse effect on the Company's activities and could affect the Company's ability to continue as a going concern.

The Company may undertake additional offerings of Shares and of securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing Shareholders will be diluted.

Tenure, access and grant of licences/permits

The Company's operations are subject to receiving and maintaining licences and permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary grants or renewals of licences / permits for the proposed operations, additional licences / permits for any possible future changes to operations, or additional permits associated with new legislation. Prior to any development on any of its properties, subsidiaries of the Company must receive licences / permits from appropriate governmental authorities. There is no certainty that the Company will hold all licences / permits necessary to develop or continue operating at any particular property.

The Directors report that after due enquiries by them, in their opinion, there have not been any circumstances that have arisen or that have materially affected or will materially affect the status of the licences / permits.

Land access risk

Land access is critical for exploration and exploitation to succeed. It requires both access to the mineral rights and access to the surface rights.

Minerals rights may be negotiated and acquired. In all cases, the acquisition of prospective exploration and mining licences is a competitive business in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. The Company may not be successful in acquiring or obtaining the necessary licences to conduct exploration or evaluation activities outside of the mineral tenements that it owns.

Access to land for exploration and evaluation purposes can be obtained by:

(a) private access and compensation agreement with the landowner;
(b) purchase of surface rights; or
(c) through judicial rulings.

However, access rights to licences can be affected by many factors, including:

(a) travel restrictions, quarantining procedures or other impediments to the free movement of personnel as a result of COVID-19;
(b) surface title land ownership negotiations, which are required before ground disturbing exploration activities can commence within the jurisdictions in which the Company operates;

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(c) permitting for exploration activities, which are required in order to undertake most exploration and exploitation activities within the jurisdictions in which the Company operates; and

(d) natural occurrences, including inclement weather, volcanic eruptions, lahars and earthquakes.

All of these issues have the potential to delay, curtail and preclude the Company's operations. While the Company will have the potential to influence some of these access issues and retains staff to manage those instances where negotiations are required to gain access, it is not possible for the Company to predict the extent to which the above-mentioned risks and uncertainties may adversely impact the Company's operations.

Access to sufficient used and new equipment

The services provided by the Company are dependent on access to used and new mining equipment.

In the event that the Company has difficulty in securing adequate supplies of mining equipment at appropriate prices, or if the quality of the equipment is not acceptable or suitable, its ability to perform or commence new projects may be adversely affected. This difficulty may have an adverse impact on the financial performance and financial position of the Company.

Maintenance and equipment risk

The Company's equipment will require maintenance and replacement over time. The Company has made estimates regarding the maintenance and repair costs, and the market value of used equipment.

Future operating and financial performance could be adversely affected because maintenance and repair costs may be higher than estimated, it must be undertaken earlier than anticipated, or if there is a significant operational failure requiring unplanned maintenance expenditure. Future operating and financial performance could be adversely affected because market values of used equipment may fluctuate and are generally lower as a piece of equipment ages. In addition, the cost of the new equipment used may increase and, therefore, the Company may need to access replacement equipment. Any such cost increases could materially and adversely impact the operating and financial performance of the Company.

Quality of work and delivery

Key components of the Company's business are its ability to provide high quality services at attractive prices and its ability to consistently deliver the services required by its customers in a timely manner. While the Company has a strong record of meeting these deliverables and has initiatives in place to ensure that these deliverables can be achieved, there is no guarantee the Company will always meet its customers' expectations as to the timing and quality of work performed. Any such failures, or perceived failures, may have a materially adverse impact on the Company's reputation and financial performance.

Reliance on key personnel

The Company's future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain those personnel at compensation levels consistent with its existing compensation and salary structure. The Company's future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, any inability of the Company to attract appropriately qualified personnel could have a material adverse effect on the Company's business.


BENZ MINING CORP.

Maintenance of key relationships

The Company will rely on relationships with key business partners to enable it to promote its services. A failure to maintain relationships with those business partners could result in a withdrawal of their support, which in turn could impact the Company's financial position.

The Company may lose strategic relationships with third parties with whom the Company has arrangements if those third parties are acquired by or enter into relationships with a competitor, which could cause the Company to lose access to necessary resources. The Company's current competitors could become stronger, or new competitors could form from consolidations. Any of these developments could cause the Company to lose access to markets or require the Company to expend greater resources to remain competitive.

Insurance and uninsured risks

The Company faces various risks in conducting its business and may lack adequate insurance coverage or may not have the relevant insurance coverage. Although insurance is maintained in line with industry practice, no assurance can be given that such insurance will be available in the future on commercially reasonable terms or that any cover will be adequate and available to cover any or all claims.

Commodity price and exchange rate risks

To the extent the Company is involved in mineral production, the revenue derived through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. The prices of gold, and other minerals, fluctuate widely and are affected by numerous factors beyond the control of the Company, for example, industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. Future serious price declines in the market values of gold, and other minerals, could cause the development of, and eventually the commercial production from, the Company's projects and the Company's other properties to be rendered uneconomic. Depending on commodity prices, the Company could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, some of its properties. Even as commercial quantities of gold and other minerals are produced, there is no assurance that a profitable market will exist for those minerals.

Further, international prices of various commodities are denominated in United States dollars. In contrast, the income and expenditure of the Company are, and will be taken into account in. Canadian dollars. Consequently, the Company is exposed to the fluctuations and volatility of the rate of exchange between the United States dollar and the Canadian dollar, as determined in international markets.

In addition to adversely affecting any potential future reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. A reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Risk of adverse publicity

The Company's activities will involve mineral exploration and mining and regulatory approval of its activities may generate public controversy. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for, the Company's activities. The nature of the Company's business

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attracts a high level of public and media interest and, in the event of any resultant adverse publicity, the Company's reputation may be harmed.

Third party risk

The operations of the Company will require involvement of a number of third parties, including suppliers. With respect to these third parties, and despite applying best practice in terms of pre-contracting due diligence, the Company is unable to completely avoid the risk of:

(a) financial failure or default by a participant in any joint venture to which the Company may become a party; and
(b) insolvency, default on performance or delivery by any operators, contractors or service providers.

These contracts typically contain provisions providing for early termination of the contracts upon giving varying notice periods and paying varying termination amounts. The early termination of any of these contracts, for any reason, may mean that the Company will not realise the full value of the contract, which is likely to adversely affect the growth prospects, operating results and financial performance of the Company.

Competition risk

The Company's current and future potential competitors include companies with substantially greater resources. The Company may not be able to compete successfully against current or future competitors where aggressive pricing policies are employed to capture market share. This competition could adversely affect the Company's growth prospects, operating results and financial performance.

Climate change

There are a number of climate-related factors that may affect the Company's business.

Climate change or prolonged periods of adverse weather and climatic conditions (including rising sea levels, floods, hail, drought, water scarcity, temperature extremes, frosts, earthquakes and pestilences) may have an adverse effect on the ability of the Company to access and utilise its tenements and therefore the Company's ability to carry out services.

Changes in policy, technological innovation and consumer or investor preferences could adversely impact the Company's business strategy, particularly in the event of a transition (which may occur in unpredictable ways) to a lower-carbon economy.

Occupational health and safety

Site safety and occupational health and safety outcomes are a critical element in the reputation of the Company and its ability to retain and be awarded new contracts in the resources industry. While the Company has a strong commitment to achieving a safe performance on site and a strong record in achieving safety performance, a serious site safety incident could impact upon the reputation and financial performance of the Company.

Additionally, laws and regulations, as well as the requirements of customers, may become more complex and stringent or the subject of increasingly strict interpretation and enforcement. Failure to comply with applicable regulations or requirements may result in significant liabilities, suspended operations and increased costs.

Industrial accidents may occur in relation to the performance of the Company's services. Accidents, particularly where a fatality or serious injury occurs, or a series of accidents, may have operational and

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financial implications for the Company, which may negatively impact the financial performance and future potential of the Company.

Management of growth

There is a risk that management of the Company will not be able to implement the Company's growth strategy. The capacity of management to properly implement and manage the strategic direction of the Company may affect the Company's financial performance.

Disruption to business operations

The Company and its customers are exposed to a range of operational risks relating to both current and future operations. Operational risks include loss or damage to operating assets and equipment, equipment failures or breakdowns, human error, accidents, information system failures, external services failure, industrial action or disputes, inclement weather (including cyclones) and natural disasters. While the Company endeavours to take appropriate action to mitigate these operational risks, and insure against them, the Company cannot control the risks its clients are exposed to, and the Company cannot completely remove all possible risks relating to its business. A disruption in the operations of the Company or its clients may have an adverse impact on the financial performance and financial position of the Company.

Technology and information systems

The Company relies on the effective and efficient operation of information technology, software systems, communications technology and other systems and equipment for its operations, including technology and systems provided by third parties. If any of these systems, software or technologies fail to operate effectively, or new systems or significant upgrades are required, the Company could suffer interruption to its services and loss of data which could lead to financial loss and damage to its reputation. Service interruption may be as a result of issues, including hardware, software or system failures, computer viruses, third party service failures, cyber-attacks or other cyber incidents.

Further, failure of the Company's disaster recovery arrangements to operate effectively could also result in financial loss and damage to the reputation of the Company.

Unforeseen expenses

The Company's cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties and are considered fit for purpose for the activities of the Company. If risks and uncertainties prove to be greater than expected, or if unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected.

7.3 General risks

Securities investments

Investors should be aware that there are risks associated with any securities investment. The prices at which the Company's Shares and CDIs trade may be above or below the price of the any offers and may fluctuate in response to a number of factors.

Further, equity markets are prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares and CDIs, regardless of the Company's operational performance.


BENZ MINING CORP.

Share market conditions

The market price of the Shares and CDIs may fall as well as rise and may be influenced by the varied and unpredictable movements in the equity markets. The Company and the Directors do not warrant the future performance of the Company or any return on an investment in the Company.

Polices and litigation

Legal proceedings may arise from time to time in the course of the business of the Company. As at the date of this Annual Information Form, there are no material legal proceedings affecting the Company, and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

Force majeure

Force majeure is a term used to refer to an event beyond the control of a party claiming that the event has occurred. Significant catastrophic events – such as war, acts of terrorism, pandemics, loss of power, cyber security breaches or global threats – or natural disasters – such as earthquakes, fire or floods or the outbreak of epidemic disease – could disrupt the Company's operations and interrupt critical functions, or otherwise harm the business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of the Company's products and solutions, its business, results of operations and financial condition could be harmed.

Unforeseen risk

There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact on the Company, its operations and/or the valuation and performance of its Shares.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Companies securities.

Therefore, the Securities of the Company carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities in the Company.

8 Dividends and Distributions

The Company does not expect to pay dividends in the near future as its focus will primarily be on growing the existing business.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results

37


BENZ MINING CORP.

and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors.

No assurances are given in relation to the payment of dividends, or that any dividends may attach franking credits.

9 Description of Capital Structure

9.1 General Description of Capital Structure

Benz Mining Corp. has an authorised share capital of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As at the date of this Annual Information Form, the Company has issued an aggregate of 258,836,364 Common Shares and no preferred shares are issued and outstanding.

9.2 Common Shares

All of the authorized Common Shares are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of Common Shares are entitled to one vote for each Common Share held of record on all matters to be acted upon by the shareholders. Subject to the rights of the holders of the preferred shares of the Company and any other class of shares ranking senior to the Common Shares, holders of Common Shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors of the Company, in its discretion, out of funds legally available therefor. Subject to the rights of the holders of the preferred shares and any other class of shares ranking senior to the Common Shares, upon liquidation, dissolution or winding up of the Company, holders of Common Shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities. No Common Shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

9.3 CHESS Depository Interests (CDIs)

The Company is incorporated under the legal jurisdiction of British Columbia, Canada. To enable companies such as the Company to have their securities cleared and settled electronically through CHESS, Depositary Instruments called CHESS Depositary Interests (CDIs) are issued. Each CDI represents one underlying ordinary share in the Company. The main difference between holding CDIs and Shares is that CDI holders hold the beneficial ownership in the Shares instead of legal title. CHESS Depositary Nominees Pty Limited (CDN), a subsidiary of ASX, holds the legal title to the underlying Shares.

Pursuant to the ASX Settlement Operating Rules, CDI holders receive all of the economic benefits of actual ownership of the underlying Shares. CDIs are traded in a manner similar to shares of Australian companies listed on ASX.

CDIs will be held in uncertificated form and settled/transferred through CHESS. No share certificates will be issued to CDI holders. Each CDI is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

If holders of CDIs wish to attend and vote at the Company's general meetings, they will be able to do so. Under the ASX Listing Rules and the ASX Settlement Operating Rules, the Company as an issuer of CDIs must allow CDI holders to attend any meeting of the holders of Shares unless relevant English law at the time of the meeting prevents CDI holders from attending those meetings.


BENZ MINING CORP.

In order to vote at such meetings, CDI holders have the following options:

(a) instructing CDN, as the legal owner, to vote the Shares underlying their CDIs in a particular manner. A voting instruction form will be sent to CDI holders with the notice of meeting or proxy statement for the meeting and this must be completed and returned to the Company's Share Registry prior to the meeting; or

(b) informing the Company that they wish to nominate themselves or another person to be appointed as CDN's proxy with respect to their Shares underlying the CDIs for the purposes of attending and voting at the general meeting; or

(c) converting their CDIs into a holding of Shares and voting these at the meeting (however, if thereafter the former CDI holder wishes to sell their investment on ASX it would be necessary to convert the Shares back to CDIs). In order to vote in person, the conversion must be completed prior to the record date for the meeting. See above for further information regarding the conversion process.

As holders of CDIs will not appear on the Company's share register as the legal holders of the Shares, they will not be entitled to vote at Shareholder meetings unless one of the above steps is undertaken.

As each CDI represents one Share, a CDI Holder will be entitled to one vote for every CDI they hold.

Proxy forms, CDI voting instruction forms and details of these alternatives will be included in each notice of meeting sent to CDI holders by the Company.

These voting rights exist only under the ASX Settlement Operating Rules, rather than under British Columbia Law. Since CDN is the legal holder of the applicable Shares and the holders of CDIs are not themselves the legal holder of their applicable Shares, the holders of CDIs do not have any directly enforceable rights under the Company's articles of association. As holders of CDIs will not appear on our share register as the legal holders of shares of ordinary shares, they will not be entitled to vote at our shareholder meetings unless one of the above steps is undertaken.

9.4 Preferred Shares

Preferred shares may be issued from time to time in one or more series and, subject to the Articles of the Company, the Board of Directors is authorised to fix, from time to time before issuance, the number of shares in and the designation, rights, privileges, restrictions, and conditions attaching to the shares of each series of preferred shares.

The preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, rank equally with the preferred shares of every other series and be entitled to preference over the Common Shares and the shares of any other class ranking junior to the preferred shares.

The preferred shares of any series shall also be entitled to such other preferences, not inconsistent with these provisions, over the Common Shares and the shares of any other class ranking junior to the preferred shares, or as may be fixed in accordance with the Articles of the Company.

9.5 Convertible Securities Outstanding

During the year ended April 30, 2025, the Company granted a total of 13,000,000 stock options under the Company's Omnibus Equity Incentive Compensation Plan. A summary of the Company's Omnibus Equity


BENZ MINING
CORP.

Incentive Compensation Plan can be found in the Company's management information circular for its annual general meeting and special meeting of shareholders held on December 17, 2024 filed on SEDAR+ and ASX at www.sedarplus.ca and www.asx.com.au, respectively. The following table summarises the issuance of securities issued or granted by the Company during the most recently completed financial year and the period from the most recent financial year ended to the date of this Annual Information Form that are not traded or quoted on a marketplace.

Convertible Security Date of Grant Number Exercise price (C$)
Options November 25, 2024 2,000,000 0.32
Options November 25, 2024 2,000,000 0.25
Options December 3, 2024 1,000,000 0.45
Options April 3, 2025 4,000,000 0.45
Options April 3, 2025 4,000,000 0.90

Options outstanding as at the date of this Annual Information Form are as follows:

Number Exercise price (C$) Expiry date
600,000 0.41 July 3,2026
131,250 0.265 August 31, 2027
1,500,000 0.35 December 18, 2026
2,500,000 0.45 December 18, 2027
2,000,000 0.32 November 25, 2027
2,000,000 0.25 November 25, 2026
4,000,000 0.45 April 2, 2028
4,000,000 0.90 April 2, 2028
16,731,250

Compensation warrants outstanding as at the date of this Annual Information Form are as follows:

Number Exercise price (C$) Expiry date
1,400,000 $0.63 December 21, 2025
1,400,000

There are no other options, warrants or performance share units outstanding as at the date of this Annual Information form.

40


BENZ MINING CORP.

10 Market for Securities

10.1 Trading Price and Volume

The Common Shares are listed and posted for trading on both the TSX-V and ASX (as CDIs) under the trading symbols "BZ" and "BNZ" respectively.

The following table sets out the high and low market prices and the trading volumes of the Common Shares for each month on the TSX-V during the periods indicated:

Month High Price (C$) Low Price (C$) Volume (Number)
April 2025 0.400 0.255 2,643,456
March 2025 0.380 0.295 313,096
February 2025 0.400 0.285 1,225,642
January 2025 0.365 0.300 765,858
December 2024 0.350 0.270 1,608,613
November 2024 0.310 0.200 2,267,916
October 2024 0.240 0.130 1,755,035
September 2024 0.175 0.110 773,500
August 2024 0.140 0.105 354,000
July 2024 0.140 0.105 972,092
June 2024 0.180 0.115 1,830,500
May 2024 0.160 0.115 2,700,377

The following table sets out the high and low market prices and the trading volumes of the CDIs for each month on the ASX during the periods indicated:

Month High Price (A$) Low Price (A$) Volume (Number)
April 2025 0.435 0.230 13,026,888
March 2025 0.425 0.330 5,197,709
February 2025 0.455 0.350 5,891,035
January 2025 0.440 0.340 6,866,180
December 2024 0.430 0.315 11,302,204

BENZ MINING
CORP.

Month High Price (A$) Low Price (A$) Volume (Number)
November 2024 0.330 0.210 12,592,180
October 2024 0.290 0.135 2,709,282
September 2024 0.200 0.125 1,056,392
August 2024 0.145 0.110 323,022
July 2024 0.135 0.110 1,477,391
June 2024 0.190 0.120 2,534,061
May 2024 0.155 0.125 2,633,025

10.2 Prior Sales

Placements and shares issued during year ended April 30, 2025

During the year ended April 30, 2025, the Company issued the following shares:

(a) The issue of 18,181,820 CDIs via private placement at a price of A$0.22 per CDI;
(b) The issue of 33,000,000 CDIs to Spartan Resources Limited in consideration for the acquisition of the Glenburgh and Mt Egerton Projects under the Share Sale Agreement (refer Section 3.1 for further information);
(c) The issue of 1,000,000 Shares to a consultant following the vesting of 1,000,000 Performance Share Units;
(d) The issue of 500,000 Shares to Mining Equities Pty Ltd in consideration for four prospective tenements located in Western Australia (refer Section 3.1 for further information);
(e) The issue of 28,722,000 CDIs via a private placement at a price of A$0.40 per CDI; and
(f) The issue of 2,215,000 Shares following the exercise of unquoted options as follows:

(i) 2,100,000 options exercisable at C$0.12;
(ii) 70,000 options exercisable at C$0.076; and
(iii) 45,000 options exercisable at C$0.21.

11 Escrowed Securities

As at April 30, 2025, the following shares are held under escrow;

  • 222,857 common shares are being held in escrow subject to an escrow agreement with Tusk Exploration Ltd. These shares continue to be held due to unmet contractual obligations; and
  • 33,000,000 CDIs are held under voluntary escrow until January 14, 2026.

BENZ MINING CORP.

12 Directors and Officers

12.1 Director Profiles

The names and details of the Directors in office at the date of this Annual Information Form are as follows:

Mr Evan Cranston – Executive Chairman, B. Comm, LLB, Perth, Australia

Mr Cranston has served as a director since September 16, 2020. He is a former corporate lawyer with a broad experience in the areas of corporate advisory, capital raising, IPOs, joint ventures, mergers and acquisitions, corporate governance and liaison with market analysts and investors. He has a detailed knowledge of Corporate Governance, the ASX Listing Rules and the Australian Corporations Act. He holds both a Bachelor of Commerce and Bachelor of Laws from the University of Western Australia. Mr Cranston is the principal of Konkera Corporate, which provides corporate advisory and administration services to a number of ASX-listed companies. He has been involved in a number of ASX-listed companies from start-ups through to companies with market capitalisations in excess of $700 million. Mr Cranston is not considered independent.

Mr Cranston is currently a director of African Gold Limited (Non-Executive Chairman), Firebird Metals Limited (Non-Executive Chairman) and Macro Metals Limited (Non-Executive Director).

Mr Nick Tintor – Non-Executive Director, BSc., Geology, Toronto, Ontario

Mr Tintor has served as a director since April 9, 2019. He is a mining executive and geologist who holds a Bachelor of Science in Geology from the University of Toronto and has more than 30 years of experience in the Canadian mining industry. For the past 20 years, he has been involved in all aspects of junior mining company management from project generation to finance and executive management. He also brings deep global relationships in the mining industry and especially in the Canadian resources investment banking sector. Mr Tintor served a CEO of the Company between September and November 2019. Mr Tintor is considered independent.

Mr Tintor holds no other directorships.

Mr Peter Williams – Non-Executive Director, M. Eng. Sc., Geophysics, Perth, Australia

Mr Williams has served as a director since September 17, 2020. He is a geophysicist with more than 30 years of expertise in mineral exploration and corporate management including Chief Geophysicist at WMC Resources in Australia and senior roles with Ampella Mining and Independence Group, both on the ASX. Peter has extensive experience in successful exploration for different mineral systems around the world, in both Greenfields, Brownfields and in-mine exploration, including porphyry, orogenic and epithermal gold, skarns and IOCG deposits. He was involved in the target identification and acquisition of in excess of 10 million ounces of gold in West Africa, including the multi-million-ounce Wahignion and Batie Gold Deposit in Burkina Faso and Papillion's Gold Deposit in Mali. Mr Williams is considered independent.

Mr Williams is currently a director of Alderan Resources Limited (Non-Executive Director) and African Gold Limited (Non-Executive Director).

Mr Mathew O'Hara – Non-Executive Director, B. Comm, Perth, Australia.

Mr O'Hara has served as a director since April 27, 2020. He is a Chartered Accountant with extensive professional experience in capital markets, financing, financial accounting and corporate governance. His experience includes being employed by, and acting as, Director, Company Secretary and CFO of several companies, predominantly in the resources sector.


BENZ MINING CORP.

Prior to these roles, he spent more than a decade working as an Associate Director at an international accounting firm in both the Corporate Finance/Advisory and Audit divisions in Australia gaining significant experience with publicly listed clients across a diverse range of industries, including mining and metals, oil and gas, technology and infrastructure. He had a particular focus in audit, mergers & acquisitions, valuations, financial modelling, due diligence and financial reporting. Mr O'Hara is considered independent.

Mr O'Hara is currently a director of African Gold Limited (Non-Executive Director), Pearl Gull Iron Limited (Non-Executive Director) and Peak Minerals Limited (Non-Executive Director).

Mr Nicholas Jolly - Non-Executive Director, MAIG, Perth, Australia.

Mr Jolly has served as a director since January 14, 2025. Mr Jolly is the nominated director of Spartan Resources Limited and has 20 years industry experience as a geologist in technical and leadership roles in the Australian mining industry and overseas. He currently holds the role of General Manager – Exploration and Business Development with Spartan Resources Limited and prior to this had five years of operation-focused management roles with Northern Star Resources Limited.

Mr Jolly holds no other directorships

12.2 Additional Key Management Personnel

Mr Mark Lynch-Staunton – Chief Executive Officer

Mr Lynch-Staunton is a highly experienced mining professional with extensive management and technical experience built up over a career spanning 15 years in Australia and internationally. Prior to joining Benz, Mr Lynch-Staunton held senior management positions within Barrick Gold Corporation, including as their Feasibility Manager for Africa Middle East, where he led multidisciplinary teams for the delivery of optimised project economics for some of the world's largest mineral deposits. Mr Lynch-Staunton has proven ability to advance early-stage exploration and mining projects having led studies on multiple globally-significant projects, including one of the world's largest undeveloped copper deposits, Reko Diq and multi-million-ounce gold deposit, Bulyanhulu. Mr Lynch-Staunton holds a Masters of Mining in Geology from Camborne School of Mines and a Bachelor (Hons) in Exploration and Resource Geology from the University of Wales.

Mt Lynch-Staunton was appointed Chief Executive Office on November 26, 2024, having previously served as Chief Development officer since December 8, 2023.

Mr Simon Sharp – Chief Financial Officer

Mr Sharp is the Chief Financial Officer of Benz Mining Corp. He has over 25 years' experience in senior roles providing financial reporting and accounting services to numerous public companies in both Canada and Australia. Mr Sharp is based in Montreal and is a member of the Institute of Chartered Accountants in England & Wales and also Australia.

Ms Oonagh Malone – Company Secretary

Ms Malone is a principal of a corporate advisory firm which provides company secretarial and administrative services. She has almost a decade of experience in administrative and company secretarial roles for listed companies and is a member of the Governance Institute of Australia and the Australian Institute of Company Directors. Ms Malone currently acts as Company Secretary for ASX-listed companies Carbine Resources Limited, Caprice Resources Limited, Aston Minerals Limited, Riversgold Limited, African Gold Limited, Firebird Metals Ltd and RareX Limited. Ms Malone is a Non-Executive Director of Peak Minerals Limited.


BENZ MINING CORP.

12.3 Interests of Directors

Director Date served as a Director Principal Occupation Existing Shares Existing Options
Mr Evan Cranston^{1} Since September 17, 2020 Director and Mining Executive 6,420,000
(2.5%) -
Mr Nick Tintor^{2} Since April 9, 2019 Director and Mining Executive 669,700
(0.3%) -
Mr Peter Williams^{3} Since September 17, 2020 Director and Mining Industry Consultant 1,239,500
(0.5%) -
Mr Mathew O'Hara^{4} Since April 27 2020 Director, Company Secretary and CFO 1,598,736
(0.6%) -
Mr Nicholas Jolly Since January 14, 2025 Director and Mining Industry Consultant - -

Notes:

  1. Mr Evan Cranston's interest are held indirectly via Kontera Holdings Pty Ltd ATF Kontera Family Trust, in respect of which, Mr Evan Cranston is a director of the trustee and beneficiary of the trust.
  2. Mr Nick Tintor holds an interest in 400,000 Shares indirectly via APT Investments Inc, of which Mr Nick Tintor is a director.
  3. Mr Peter Williams' interests are held indirectly via Torr Family Pty Ltd ATF Torr Trust, as beneficiary of the trust.
  4. Mr Mathew O'Hara interests are held indirectly via the O'Hara Investment Trust, as a beneficiary of the trust.

12.4 Committees of the Board

There is one committee of the Board being the Audit Committee. The members of the Audit Committee are Mr Mathew O'Hara, Mr Nick Tintor and Mr Peter Williams. Mr O'Hara acts as Chair of the Audit Committee. Mr O'Hara and Mr Williams are independent members of the Audit Committee.

12.5 Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Other than disclosed below, to the knowledge of the Company, no director, executive officer or shareholder of the Company holding a sufficient number of common shares to materially affect control is, as at the date in this AIF, or has been, within 10 years before the date in this Annual Information Form, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity:

  • was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
  • was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
  • within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

45


BENZ MINING CORP.

  • has within the 10 years before the date in this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

12.6 Conflicts of Interests

To the best of the Company's knowledge, there are no known existing or potential conflicts of interest between the Company and any director or officer of the Company, except that certain of the directors and officers serve as directors and officers of other public companies, and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of such other companies. Conflicts of interest will be subject to, and will be resolved in accordance with, the procedures and remedies under the BCBCA.

13 Promoters

There is no individual or company that is currently, or within the last three financial years, or during the current financial year, a promoter of Benz Mining Corp.

14 Legal Proceedings and Regulatory Actions

So far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

15 Interest of Management and Others in Material Transactions

No informed person (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) or any associate or affiliate of any of them, has had any material interest, direct or indirect, in any transaction since the beginning of the most recently completed audited financial statements, that has or would materially affect the Company.

16 Transfer Agents and Registrars

The transfer agent and registrar of the Company is Computershare as follows:

Australian Share Registry

Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth, WA, 6000

Canadian Share Registry

Computershare Investor Services Inc. 510 Burrard St, 3rd Floor, Vancouver, BC, V6C 3B9

17 Material Contracts

Material contracts under NI 51-102 are contracts, other than contracts entered into in the ordinary course of business, which are material to the Company.

17.1 Option Agreement with Eastmain Resources Inc.

On August 7, 2019, the Company entered the Option Agreement with Eastmain (now named Fury Gold Mines Limited) to acquire a 100% interest in the former producing Eastmain Gold Project located in the James Bay District, Quebec.


BENZ MINING CORP.

Pursuant to the Option Agreement, the Company retains the right and option to earn a 75% interest in the Eastmain Gold project by issuing the following cash and common shares payments to the vendor:

Option Payments Payable in Cash Option Payments Payable in Cash or Shares
Option Agreement Effective date – October 23, 2019 (paid) C$75,000 -
On or before the 1st Anniversary of the Effective Date (paid) C$100,000 C$100,000
On or before the 2nd Anniversary of the Effective Date (paid) C$100,000 C$110,000
On or before the 3rd Anniversary of the Effective Date (paid) C$100,000 C$110,000
On or before the 4th Anniversary of the Effective Date (paid) C$1,250,000 C$375,000
Total Price C$1,625,000 C$695,000

In addition to the above option payments, the Company also issued Eastmain 3,000,000 common shares.

The Eastmain Project property expenditure schedule, as defined in the Option Agreement and updated in the Amending Agreement totals C$3,500,000, as follows:

Cash Spend
On or before the 1st Anniversary of the Effective Date C$500,000
On or before the 2nd Anniversary of the Effective Date C$1,000,000
On or before the 3rd Anniversary of the Effective Date C$1,000,000
On or before the 4th Anniversary of the Effective Date C$1,000,000
Total Property Expenditure C$3,500,000

On October 23, 2023, the Company made the final option payments under the Option Agreement and updated in the Amending Agreement comprising $1,350,000 in cash and $375,000 in shares (1,237,216 shares) and having issued the shares and warrants and incurred the required Project expenditures as described above, the Company exercised its' option and now holds a 75% right, title and interest to the Eastmain Project and the Ruby Hill East and West properties.

The Company is now be obligated to make the following additional payments to Eastmain on the occurrence of the following events:

  • C$1,000,000 within five (5) business days of the earlier of (i) closing of project financing to place the Eastmain Project, or any part thereof, into commercial production, or (ii) the date that is 24 months after exercise of the Options (being October 23, 2025) (First Milestone Payment). With this First Milestone Payment, Benz will have acquired 100% of Eastmain's recorded and/or leasehold interest in the Eastmain Project. If Benz fails to make this First Milestone Payment, Eastmain will have the right to buy back Company's 75% interest in the Project for C$3,500,000, of which up to C$1,225,000 may be paid in common shares of Eastmain; and
  • C$1,500,000 within five (5) business days of the commencement of commercial production (Second Milestone Payment).

The Company may, at its election, pay up to 25% of this payment in common shares of the Company. The number of common shares required to be issued will be determined by the share equivalent of such payment on the date of issuance.

Eastmain would retain a 2% Net Smelter Return (NSR) royalty in respect of the Project. The Company may, at any time, purchase one half of the NSR royalty, thereby reducing the NSR royalty to a 1% NSR royalty, for C$1,500,000.


BENZ MINING CORP.

17.2 Amending Agreement with Eastmain Resources Inc.

On April 30, 2020, Benz entered into the Amending Agreement in connection with the Eastmain Project pursuant to which it acquired a further option to earn a 100% interest in the Ruby Hill West and Ruby Hill East properties, located west of the Eastmain Project.

Pursuant to the Amendment Agreement, the terms to acquire up to a 100% interest in the Eastmain Gold Project were amended to remove such obligation to incur C$500,000 in exploration expenditures by October 23, 2020, and add such expenditures to the work requirement for the period ending October 23, 2022.

The Amending Agreement also adds the Ruby Hill East and Ruby Hill West properties to the Eastmain Gold Project. The Company acn earn a 75% interest in the Ruby Hill East and Ruby Hill West properties by issuing the following cash payments to Eastmain:

Option Payments Payable in Cash Option Payments Payable in Cash or Shares
Amending Agreement approval date by TSX-V Exchange – May 21, 2020 (paid) C$75,000 -
On or before the 1st Anniversary of the Effective Date (paid) C$50,000 -
On or before the 2nd Anniversary of the Effective Date (paid) C$50,000 -
On or before the 3rd Anniversary of the Effective Date (paid) C$100,000 -
On or before the 4th Anniversary of the Effective Date (paid) - C$100,000
Total Price C$275,000 C$100,000

In addition to the above option payments, the Company also issued a further 2,000,000 common shares and 4,000,000 share purchase warrants. Each warrant enabling the holder to purchase one common share of Benz at a price of C$0.12 per share until April 27, 2023.

On October 23, 2023, the Company made the final option payments under the Option Agreement and updated in the Amending Agreement comprising $1,350,000 in cash and $375,000 in shares (1,237,216 shares) and having issued the shares and warrants and incurred the required Project expenditures as described above, the Company exercised its' option and now holds a 75% right, title and interest to the Eastmain Project and the Ruby Hill East and West properties.

Benz will have the right to earn an additional 25% interest in the Ruby Hill East and Ruby Hill West properties by paying an additional C$100,000 to Eastmain by October 23, 2025, which can be paid in shares at the election of Eastmain based on the prevailing volume weighted average price (VWAP) of the Company's shares up to a maximum of 500,000 shares.

Following the acquisition of a 100% interest in the Ruby Hill East and Ruby Hill West properties, Eastmain will retain a 1% NSR royalty, of which one half may be purchased for C$500,000 thereby reducing it to a 0.5% NSR royalty. The NSR royalty is also offset by any pre-existing royalties which may reduce the royalty burden.

17.3 Share Purchase Agreement with Spartan Resources Limited

On January 14, 2025, the Company announced that it has completed the acquisition of 100% of the Glenburgh Gold Project (Glenburgh Project) and Mt Egerton Gold Project (Mt Egerton Project) located in the Gascoyne region of Western Australia, which was subject to the Share Purchase Agreement dated November 5, 2024 with Spartan Resources Limited (ASX: SPR) (Spartan) (Share Purchase Agreement).

The consideration payable under the Share Purchase Agreement was as follows:


BENZ MINING CORP.

  • A$1,000,000 cash payable to Spartan, with A$500,000 payable upon completion of the acquisition (paid in January 2025) and the remaining A$500,000 payable to Spartan on the date that is 12 months after completion of the acquisition (being payable in January 2026);
  • 33,000,000 fully paid CDIs in the Company to be issued to Spartan (issued in January 2025), which are subject to voluntary escrow for a period of 12 months from completion;
  • Deferred consideration up to A$6,000,000 to be paid in cash or fully paid CDIs (at the Company's election) to Spartan upon Benz satisfying each of the following milestones:

  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the acquired projects.

  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the acquired projects; and
  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the acquired project.

If the Company elects to issue CDIs to satisfy a milestone payment above, the number of CDIs to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's shares and A$0.088 per share. If the Company's 20-day VWAP falls below A$0.088 per share at the time the milestone payment is due, the Company may elect to satisfy the milestone payment by issuing such number of shares to Spartan (as approved by shareholders at the Company's Annual General Meeting) and the balance of the payment in cash. The Company may only elect to issue milestone CDIs subject to certain conditions being met, including that any issuance of milestone CDIs to Spartan will occur before 15 December 2029, following which any milestone payment must be paid to Spartan in cash, and the Company having obtained all necessary regulatory and shareholder approvals to issue the relevant milestone CDIs to Spartan.

18 Interests of Experts

The following are the names of each person or company who is named as having prepared or certified a report, valuation, statement or opinion described, including or referred to in a filing made under NI 51-102 by the Company during the financial year ended April 30, 2025 and whose profession or business gives authority to such report, valuation, statement of opinion:

  • Lancaster & David LLP, Chartered Professional Accountants, audited the consolidated financial statements of the Company for the financial year ended April 30, 2025. Lancaster & David LLP have confirmed that they are independent of the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia.

Lancaster & David LLP does not beneficially own, directly or indirectly, any securities or have any interest in the property of the Company.


BENZ MINING CORP.

19 Additional Information

Additional information relating to the Company, may be found by using SEDAR+ on the internet at www.sedarplus.ca, at www.asx.com.au or at the Company's website: www.benzmining.com

Additional information including Directors' and Officers' remuneration and indebtedness, principal holders of Benz securities and options to purchase securities is contained in Benz's information circular for its most recent annual meeting of shareholders that involved the election of its directors.

Additional financial information is also provided in the Company's audited consolidated financial statements and MD&A for its most recently completed financial year, copies of which may be found on SEDAR+, ASX or be obtained by contacting the Company at:

Benz Mining Corp.
Suite 2501
550 Burrard Street
Vancouver BC, V6C 2B5
Canada