Benz Mining Corp. (TSXV:BZ) has entered a binding, conditional share purchase agreement to acquire Gascoyne Resources (WA) Pty Ltd and Egerton Exploration Pty Ltd. from Spartan Resources Limited (ASX:SPR) for AUD 15.6 million on November 3, 2024. A cash consideration of AUD 1 million will be paid by Benz Mining Corp. The consideration consists of 33 million common equity of Benz Mining Corp. having a value of AUD 8.6 million to be issued for assets of Glenburgh and Egerton Gold Projects of Spartan Resources. Benz Mining Corp. will pay a contingent payment of AUD 6 million cash. Deferred consideration of up to AUD 6 million, to be paid in cash or issued in fully paid CDIs (Milestone CDIs) (at the Company's election) to Spartan upon Benz satisfying each of the following milestones: i. AUD 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 Projects. ii. AUD 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 Projects; and iii. AUD 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 Projects, (together, the Milestone Payments). As part of consideration, AUD 15.6 million is paid towards assets of Glenburgh and Egerton Gold Projects of Spartan Resources. To fund the Acquisition, Benz will use existing cash and funds raised from a placement to sophisticated, professional and institutional investors for which the Company has received firm commitments for approximately AUD 4 million (before costs). If the Acquisition does not complete, the funds raised from the Placement will be used to undertake drilling activities on the Company's Eastmain Project and for general working capital purposes. Spartan will become a strategic cornerstone shareholder, owning approximately 15% of Benz upon completion of the transaction, and will provide ongoing geological support to Benz. Spartan's General Manager, Nick Jolly, to join the Board as Spartan's Director-elect. On November 14, 2024, Benz Mining Corp. (TSXV: BZ, ASX: BNZ) completed a private placement of 18,181,820 CHESS Depository Interests (CDIs) at a price of AUD 0.22 per CDI to raise AUD 4 million. Net proceeds raised from the placement will be used to complete the acquisition, support a rapid scale-up in gold exploration activities, including resource drilling and regional exploration target generation activities on the Glenburgh and Mt Egerton Projects, and general working capital.

The transaction is subject to approval by regulatory board / committee and approval of offer by acquirer shareholders and Benz having at least AUD 5 million cash in bank at completion of the transaction. The transaction is expected to close in December 2024.

Benz Mining Corp. (TSXV:BZ) completed the acquisition of Gascoyne Resources (WA) Pty Ltd and Egerton Exploration Pty Ltd. from Spartan Resources Limited (ASX:SPR) on January 14, 2025. Spartan Resources Limited's nominee director, Nicholas Jolly, has been appointed to the Board of Benz Mining Corp. with effect from January 14, 2025.