Benton Resources Corp.
TSX VENTURE : BTC

Benton Resources Corp.

July 19, 2011 09:00 ET

Benton Provides Update on Spin-Out Proposal

THUNDER BAY, ONTARIO--(Marketwire - July 19, 2011) - Benton Resources Corp. ("Benton") (the "Company") (TSX VENTURE:BTC) is pleased to announce that the Board of Directors has set the date for its annual, general and special meeting (the "Meeting") of Benton shareholders to consider the spin-out transaction (the "Transaction") previously announced on March 29, 2011. The Board has set September 6, 2011 as the record date and October 11, 2011 as the date for the Meeting to. A complete description of the Transaction will be set forth in a management information circular to be sent to Benton's shareholders in connection with the Meeting.

Pursuant to a plan of arrangement (the "Arrangement") and subject to the requisite shareholder, court, and regulatory approvals, Benton intends to spin-off all of its assets, other than its 57,866,754 shares of Coro Mining Corp. ("Coro") (TSX:COP), sufficient working capital to maintain operations and such other assets as may be required to maintain operations or are required by the TSX Venture Exchange to a new company (referred to as "Newco" for the purposes of this release). Newco will hold all of the exploration assets, remaining cash and equity positions other than Coro. On the effective date of the Arrangement (the "Effective Date"), shareholders of Benton will receive one new common share of Benton and one new common share of Newco for each share of Benton that they held prior to the Effective Date. Following the Effective Date, both the common shares of Benton and Newco are expected on trade on the TSX Venture Exchange ("TSX-V"), subject to Benton complying with the continued listing requirements of the TSX-V and Newco meeting the original listing requirements of the TSX-V, receiving approval of the TSX-V and meeting all conditions of listing imposed by the TSX-V. There is no assurance as to if and when the common shares of Newco will be listed for trading on the TSX-V. The Arrangement must be approved by no less than 66 2/3% of Benton's shareholders. At the meeting, shareholders will also be asked to vote on the election of directors and the approval of auditor compensation, among other general matters.

The completion of the Arrangement is subject to, among other things: shareholder and court approval and other necessary regulatory approvals, including TSX-V acceptance of the Arrangement and conditional listing approval of the Newco common shares on the TSX-V, and receipt by Benton of an advance tax ruling from the Canada Revenue Agency confirming that the Arrangement can be finalized on a tax neutral basis for Benton and its shareholders. There is no assurance that the TSX-V will provide conditional listing approval for the common shares of Newco or that the Canada Revenue Agency will provide a favourable advance tax ruling.

About Benton

Benton is a Canadian based junior with multiple joint ventures and a diversified property portfolio in Gold, Nickel, Copper, and Platinum group elements. The Company currently has approximately $12.4 million in cash, owns approximately 57.86 million shares in Coro Mining Corp. (TSX:COP), holds approximately 348,000 shares of Stillwater Mining Company (NYSE:SWC), holds 782,500 shares in Marathon Gold Corp. (TSX:MOZ), holds 1.6 million shares in Puget Ventures (TSX VENTURE:PVS), holds 6.47 million shares of Mineral Mountain Resources Ltd. (TSX VENTURE:MMV), holds 815,000 shares of Bell Copper Corporation (TSX VENTURE:BCU), and has subscribed for 1.55 million shares of Golden Dory Resources Corporation (TSX VENTURE:GDR). Benton is currently in the process of spinning out the majority of its assets by a plan of arrangement into a new listed company in order to separate its 41.6% investment in Coro Mining from its cash, equities and exploration assets. Benton shareholders will receive one share in this new company for each share of Benton held pursuant to regulatory approval.

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

Stephen Stares, President

Certain statements herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: (i) the transfer pursuant to the Arrangement of all of the necessary assets to Newco; (ii) the exploration and development of the Company's properties; (iii) ours and Newco's future business and strategies; (iv) requirements for additional capital and future financing; (v) future price of gold and other precious metals; (vi) estimation of mineral resources; and (vii) estimated future working capital, funds available, and uses of funds, and future capital expenditures, exploration expenditures and other expense for specific operations. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, we have made numerous assumptions. Although our management believes that the assumptions made and the expectations represented by such statement or information are reasonable, there can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Such risks, uncertainties and other factors include, among other things, the following: (i) the failure to satisfy the conditions of closing in the Arrangement, including obtaining the necessary regulatory approvals and a favourable advanced tax ruling; (ii) our ability to advance exploration properties; (iii) gold and other precious metals price volatility; (iv) speculative nature of gold and other precious metals exploration; (v) inherent uncertainties in estimating mineral resources; (vi) regulatory restrictions; and (v) defective title to mineral claims or property. See also our quarterly and annual MD&A for additional information on risks and uncertainties relating to forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of Benton. Accordingly, readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update any forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information herein are qualified by this cautionary statement.

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

Contact Information

  • Benton Resources Corp.
    Stephen Stares
    President
    (807) 475-7474
    (807) 475-7200 (FAX)
    www.bentonresources.ca

    Investor Relations
    Clair Calvert
    204-799-2086