Benton Resources Inc.

Benton Resources Inc.

February 25, 2015 11:53 ET

Benton Options Abernethy Gold Project to Element 79 Capital Inc.

THUNDER BAY, ONTARIO--(Marketwired - Feb. 25, 2015) - Benton Resources Inc. (TSX VENTURE:BEX) ("Benton" or "the Company") is pleased to announce that it has executed a letter of intent ("LOI") with Element 79 Capital Inc. ("Element 79") pursuant to which Element 79 can earn up a 100% interest in Benton's 100%-owned Abernethy gold Property (the "Property") located 10km southwest of Kenora, Ontario (the "Transaction").

Pursuant to the LOI and subject to TSX Venture Exchange (the "Exchange") approval and completion of due diligence investigations to the satisfaction of each of the Company and Element 79, closing of the Transaction is conditional upon the following:

  • the parties will prepare a filing statement in accordance with the rules of the Exchange, outlining the terms of the Transaction;
  • Benton and Element 79 will enter into an Option Agreement in respect of the Transaction on or before April 24, 2015;
  • all requisite regulatory approvals relating to the Transaction, including, without limitation, Exchange approval, will have been obtained; and
  • Element 79 will complete a concurrent financing for minimum gross proceeds of $1,000,000.

Element 79 may acquire an initial fifty-one percent (51%) interest in the Property by:

  1. issuing 400,000 Element 79 Shares, a deemed value of a minimum of $0.17 per Element 79 Share, to Benton upon closing of the Transaction (the "Closing"); and
  1. incurring a minimum of $500,000 in exploration expenditures on the Property within twelve (12) months of Closing.

In addition, the Option Agreement shall stipulate that Element 79 will have the right to acquire an additional:

  1. nineteen percent (19%) interest in the Property by (A) issuing an additional 600,000 Element 79 Shares to Benton at the market price of the Element 79 shares on the Exchange at the time that the right is exercised and (B) incurring a minimum of $500,000 in additional exploration expenditures on the Property within eighteen (18) months of Closing; and
  1. thirty percent (30%) interest in the Property by paying Benton $750,000, which payment may be made in cash or, subject to applicable regulatory approvals, in Element 79 Shares, at the sole discretion of Element 79 (together, the Element 79 Shares that may be issued as consideration to Benton in addition to the initial 400,000 Element 79 Shares, collectively referred to as the "Additional Shares"), within 180 days following the date upon which Element 79 acquires an aggregate seventy percent (70%) interest in the Property, failing which Element 79 and Benton will remain 70%/30% joint venture partners in respect of the Property.

Should Element 79 acquire a one hundred percent (100%) interest in the Property, Benton shall be granted a three percent (3%) net smelter return royalty (NSR), half of which may be repurchased by Element 79 by paying Benton $1,000,000.

Trading in the common shares of Element 79 is halted at present. It is unlikely that the common shares of Element 79 will resume trading until the Transaction is completed and approved by the Exchange.

Stephen Stares, Company President and CEO stated "We are pleased to enter into this LOI with Element 79 on the Abernethy gold project. The Abernethy project was the subject of an exciting and encouraging Phase I drill program in 2011 conducted by Benton but market conditions have made it difficult to advance the project forward since that time. We look forward to Element 79 advancing Abernethy and wish them much success as they complete their financing and qualifying transaction".

About Benton Resources Inc. (TSX VENTURE:BEX)

Benton Resources Inc is a well funded Canadian based junior with multiple joint ventures and a diversified property portfolio in Gold-Silver, Nickel, Copper, and Platinum group elements.

About Element 79 Capital Inc.

Element 79 Capital Inc. was incorporated on February 6, 2013 pursuant to the Canadian Business Corporations Act, and is a capital pool company as defined by Policy 2.4 of the TSX Venture Exchange. The Company's principal business is to identify and evaluate business opportunities with the objective of completing the acquisition of an interest in properties, assets or a business (the "Qualifying Transaction") under TSX Venture Exchange rules.

Clinton Barr (P.Geo.), V.P. Exploration for Benton Resources Inc., is the qualified person responsible for this release.

On behalf of the Board of Directors of Benton Resources Inc.,

Stephen Stares, President


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

Contact Information

  • Stephen Stares
    3250 Highway 130
    Rosslyn, ON P7K 0B1
    Phone (807) 475-7474
    (807) 475-7200 (FAX)