Benz Capital Corp.

TSX VENTURE : BZ.P


February 01, 2013 18:21 ET

Benz Capital Corp. Announces Conditional Acceptance of Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 1, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Benz Capital Corp. ("Benz" or the "Company") (TSX VENTURE:BZ.P), a capital pool company, is pleased to announce that the TSX Venture Exchange (the "Exchange") has granted conditional acceptance in respect of its proposed qualifying transaction, consisting of the acquisition of an option to acquire up to an undivided 100% interest in and to certain mineral mining leases in the Yukon Territory known collectively as the Eagle Property (the "Qualifying Transaction"), as previously announced by the Company via news release on December 4, 2012.

The Company has also received an independent technical report dated January 21, 2013 prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("43-101") and entitled Technical Report on the Eagle Property (the "Technical Report"). The Technical Report recommends in-fill drilling to outline potential "ore shoots" (a program of four drill holes of depths ranging from 100 to 200 metres) and exploration drilling to test the vein structure to the south west of drill hole EE-1 towards drill hole EE-03. In addition, to increase sampling of drill core outside of the obvious vein fault zone to assess potential for gold mineralization not directly related to the silver-lead vein mineralization. The author of the Technical Report is Jean Pautler, P.Geo., a "qualified person" within the meaning of NI 43-101 and is independent of the Company. The Technical Report will be filed with the Exchange and the securities commissions of each of the Provinces of British Columbia and Alberta in conjunction with the filing and mailing of the Company's information circular seeking shareholder approval for the Qualifying Transaction at the special meeting of shareholders to be held on March 18, 2013. All of the Company's disclosure documents filed in connection with the Qualifying Transaction will be available under the Company's profile at www.sedar.com.

Upon receipt of shareholder approval and satisfaction of all regulatory conditions, the Company expects to close the Qualifying Transaction on or about March 26, 2013.

In accordance with Exchange policies, the Company's common shares are currently halted from trading and will remain so until the documentation required by the Exchange for the proposed Qualifying Transaction can be provided to the Exchange and may remain halted until completion of the proposed Qualifying Transaction. The Qualifying Transaction remains subject to Exchange final acceptance.

About the Company

The Company is designated as a Capital Pool Company by the Exchange. The Company has not commenced commercial operations and has no assets other than cash. The only business of the Company is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies.

This news release contains statements about the Company's expectations regarding the completion of the Option Purchase that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the Option Purchase. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Company. The securities of the Company have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the accuracy or adequacy of this release.

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