Benz Announces Agreement for Proposed Qualifying Transaction

BENZ CAPITAL CORP.

3847 Vance Road Cultus Lake, BC V2R 5A6

PRESS RELEASE

January 11, 2023 TSX-V: BCC.P

BENZ ANNOUNCES AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION

VANCOUVER, BC – Benz Capital Corp. (“Benz” or the “Company”) announces that it has entered into an agreement dated January 10, 2023 (the “Purchase Agreement”) with Copper Co d.o.o. (the “Vendor”). Pursuant to the Purchase Agreement, the Vendor has granted the sole and exclusive right (the “Right to Purchase”) to the Company to acquire 100% of the interest of the Vendor in certain mineral claims known as the Tolisnica and Stanca Project, located near city of Kraljevo, Republic of Serbia (the “Property”).

Benz is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange”) and the Purchase Agreement with the Vendor will constitute its “Qualifying Transaction” (the “Transaction”) in accordance with Exchange Policy 2.4 - Capital Pool Companies (“Policy 2.4”). Upon completion of the Transaction, the Company expects to be listed as a Tier 2 Mining Issuer on the Exchange and will carry on the business of exploration of the Property.

Terms of the Transaction

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

The cash payments will be made as follows:

(a) $25,000 within 5 days of the Effective Date; and

(b) an additional $100,000 on the 18-month anniversary of the Effective Date.

Following the exercise of the Right to Purchase, the Company will also make certain milestone payments to the Vendor per the schedule listed below:

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

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

The Purchase Agreement and the Transaction are subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including Exchange approval. There are no finder’s fees or commissions associated with the Transaction.

The Property

The Property consists of Exploration License 2422, which covers 18.9 km2 in south-central Serbia. It is located approximately 220 km south by road from the capital city of Belgrade, near the city of Kraljevo. A network of asphalt and mainly gravel and dirt roads connects almost all parts of the Property.

The Tolisnica and Stanca Property has a history of intermittent exploration starting in the mid- 1970s. In 1975 to 1978, the state mining company RTB Bor completed drilling and rock chip sampling work. At the Stanca Prospect, 13 diamond drill holes totalling 2,086.50 m (“metres”) were completed and at the Tolisnica Prospect, 15 diamond drill holes totalling 2,325.10 m were completed.

The drill holes intersected several styles of mineralization. Results included Hole SB-12 which intersected multiple vein structures within a 25.5 metre of wide zone assaying 0.945% Cu, including 9m assaying 2.147% Cu. Hole SB-6 returned a reported 15.3 m zone assaying 1.011% Cu. Cobalt grades in the historical rock chips range from several hundred ppm to 2,000 ppm Co. The cobalt appears to be associated with magnetite and chalcopyrite.

The ground magnetics survey was completed in April 2018 by S.C. Belevion S.R.L., a Romanian based geophysical contractor, over the property prospect areas.

Concurrent Financing

In connection with the Transaction, the Company is anticipating that it will complete a concurrent private placement (the “Concurrent Financing”), the terms of which will be determined at a later date. The Company intends to use the net proceeds of the Concurrent Financing to fund the recommended work program on the property and working capital. The Company will issue a subsequent news release once the technical report and terms of the Concurrent Financing have been finalized in accordance with Policy 2.4.

Arm’s Length Transaction

The Transaction will be an arm’s length transaction in accordance with the policies of the Exchange and will not require approval of the shareholders of Benz.

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Directors and Management

The current directors of the Company will all remain as directors of the Company following the completion of the Transaction.

Sponsorship

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange. The Company intends to make an application to the Exchange to have the requirement for sponsorship of the Transaction waived. There can be no assurance that the waiver will be granted. In any event, an agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Trading Halt

In accordance with Exchange policies, the Common Shares are currently halted for trading and will remain so until completion of the Transaction. The Company expects to provide an update with respect to the Property and the proposed Qualifying Transaction in a subsequent press release in accordance with Policy 2.4.

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.

Qualified Person

Nick Tintor, Chairman, is a “qualified person” in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects and has reviewed and approved the technical information contained in this news release.

For further information please contact:

Miloje Vicentijevic, President & CEO Phone: (604) 617-1239 Email: [email protected]

Forward-Looking Statements

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

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except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, 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 or filing statement 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.

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