Benton Capital Corp.
TSX VENTURE : BTC

Benton Capital Corp.

July 30, 2015 09:00 ET

Benton Capital to Acquire Up to a 10% Gross Overriding Royalty in Graphite Micronization Facility

THUNDER BAY, ONTARIO--(Marketwired - July 30, 2015) - Benton Capital Corp. (TSX VENTURE:BTC) ("Benton" or "the Company") is pleased to announce that it has executed a letter of intent ("LOI") with Great Lakes Graphite Inc. (TSX VENTURE:GLK) ("Great Lakes") through its wholly owned operating division, Great Lakes Innovations ("GLI"), to provide the Company with the right to acquire up to a 10% gross overriding royalty interest ("GOR") on the sale of micronized flake graphite and any other material processed or micronized by GLI at the micronization facility (the "Facility") located in Matheson, Ontario 70km east of Timmins, Ontario.

Subject to regulatory approval, due diligence and execution of a Definitive Agreement, Benton has the right to acquire up to 10% GOR by providing GLI with $800,000 in three tranches as follows:

  • To earn 5% GOR, Benton will make an initial payment of $400,000 on execution of the Definitive Agreement.
  • To earn 7.5% GOR, Benton will make an additional payment of $200,000 on or before September 15, 2015, provided GLI has met all agreed to project milestones within specified timeframes.
  • To earn 10% GOR, Benton will make an additional payment of $200,000 on or before October 15, 2015 provided GLI has met all agreed to project milestones within specified timeframes.

The 10% GOR applies to the first 30,000 tonnes of micronized material sold or such greater number of tonnes until a minimum of $10 million has been paid to Benton. The GOR is then reduced to $50/tonne for the duration of the Facilities Use Agreement, ("FUA") between GLI and Northfil Resources Limited (described more fully below). Upon expiry of the facilities use agreement, Benton will have the right of first refusal to continue to receive the GOR of $50/tonne (plus an indexed 5% increase annually) by paying 30% of the additional facilities use agreement cost, or should GLI acquire a new facility at that time, Benton will have the right to receive a 10% GOR on product produced from the new facility if Benton pays 30% of the acquisition cost of the new facility.

In the event that GLI has failed to achieve all required milestones within the established timeframes, Benton can elect to convert its cash value of investment into Great Lakes shares at a 20 day Volume Weighted Average Price. Benton will also retain the right of first refusal to match any offer to purchase GLI or the project. In addition, Benton shall retain the right to convert, at its sole discretion, its investment into Great Lakes shares for a period of 24 months following the point in time should in excess of 500 tonnes of micronized graphite be produced on an annualized basis.

The Matheson Micronization Facility

The Facility is owned by Northfil Resources Limited ("Northfil"). In March 2015, Great Lakes entered into a Facilities Use Agreement ("FUA") with Northfil for use of the Facility (see Great Lakes press release dated February 26, 2015 and March 12, 2015). The FUA specifies an initial five year term, with an option to extend the agreement for an additional five years.

The Facility contains all of the equipment required to micronize flake graphite and is capable of producing well in excess of 10,000 tonnes of finished product annually. The Facility features city water, natural gas, ample electrical capacity, a rail siding, and easy highway access. The centerpiece of the Facility is a main building that is 85,000 square feet in size and houses the area specified under the FUA.

Strategy

Over the course of the next several months, GLI will develop the necessary configurations for the equipment to produce four types of micronized graphite products for which significant market demand exists. With the FUA established, GLI can quickly transition to a fully operational commercial enterprise without the significant capital expenditure and time required to construct a facility with the capabilities of the Matheson Micronization Facility. Refurbishment of the Facility and its micronization equipment is currently underway with planned delivery and processing of test material to take place in late summer 2015.

Supply

In March 2015, Great Lakes entered into a 5-year supply agreement with DNI Metals Inc. ("DNI") for the procurement of natural flake graphite concentrate. Under the terms of the agreement, Great Lakes will have the ability to purchase up to 34,000 tonnes of material from DNI, which will be sent to the Matheson Micronization Facility for the production of micronized flake graphite. To ensure final product consistency and quality, all of the concentrate will be sourced from a mill that has met the testing requirements performed by Great Lakes previously.

In addition, Great Lakes' advanced Lochaber Graphite Deposit, located 30km east of Ottawa, in southwestern Quebec has the potential to provide a domestic supply of graphite concentrate for the Facility in the future should the project be developed. Currently, no mineralization from Lochaber will be utilized at the Matheson Facility.

Sales, Marketing and Operational Advantage

Great Lakes have assembled an experienced team of industry veterans to lead the commercial operation at the Facility. In March 2015, Great Lakes appointed Jerry Janik as Chief Operating Officer of GLI. Jerry's initial focus will be on the refurbishment, re-commissioning and operation of the Matheson Micronization Facility. Jerry has worked in the mining industry for over 25 years and brings a wealth of project management experience to GLI. Jerry also has extensive knowledge in the design, operation, and management of the micronization of industrial minerals, including amorphous silica with grades as fine as 99% passing 8 micron and in Nepheline Syenite where the finest product is 99% passing 5 micron.

In addition, Great Lakes has added sales professionals to the GLI team possessing a depth of experience and end user relationships in the industrial minerals sector that will be key to achieving GLI's future objectives.

Stephen Stares, President and CEO of Benton stated, "Our team has methodically evaluated several royalty opportunities and the Matheson Graphite Micronization project operated through Great Lakes Innovations provides a highly prospective opportunity for Benton shareholders. The use and demand for quality micronized flake graphite is growing as new applications requiring its use is evolving which will position GLI to succeed and grow into the future. GLI's growth will directly benefit Benton shareholders through this 10% gross overriding royalty interest. Great Lakes has done an exceptional job procuring supply of concentrate, securing a domestic micronization facility and acquiring some of the best personnel in the industrial minerals sector to execute its strategy. Benton looks forward to GLI's progressing towards commercial production and will continue to evaluate royalty opportunities to add to its portfolio."

Paul Gorman, President and CEO of Great Lakes Graphite commented, "To have a financing partner like Benton who understands and shares the value process of what we are building in Matheson is advantageous for both companies."

About Benton Capital Corp.

The Company has over $1 million in cash, holds 1,566,623 warrants of Coro Mining Corp. exercisable at $0.15 until December 20, 2016. In addition, Benton holds no debt and has a very low burn rate. Benton also holds the Goodchild-PGM-Copper-Nickel project located less than 4km from Stillwater's Marathon Copper-PGM deposit which is currently under development near Marathon, Ontario. The Company's strategy is to seek out and acquire attractive royalty opportunities that offer shareholder value now and into the future.

About Great Lakes Graphite Inc.

Great Lakes Graphite Inc. is an industrial minerals company focused on bringing carbon products to a well defined market through a vertically integrated supply chain.

As there is currently no significant graphite production in North America, Great Lakes Graphite has the potential to become one of the first domestic suppliers to a growing regional customer base that requires high quality natural graphite, where pricing and demand continue to rise.

The Company through its Innovations Division is currently working towards recommissioning an Ontario based Micronization Facility for targeted re-start in late 2015 to achieve the following objectives:

  • Establish a position in the upgraded graphite products market with North American customers.
  • Create a competitive and disruptive advantage by leveraging existing assets.
  • Pursue an accelerated timeline to cash flow and revenue by micronizing and upgrading flake graphite, enabled by supply agreements with current graphite producers.

Further information regarding Great Lakes can be found on the Company's website at: www.greatlakesgraphite.com.

On behalf of the Board of Directors of Benton Capital Corp.,

Stephen Stares, President and CEO

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.

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