Benton Provides Update on Spin-Out
THUNDER BAY, ONTARIO -- (Marketwire) -- 10/24/11 -- Benton Resources Corp. ('Benton') (the 'Company') (TSX VENTURE: BTC) announces today that the Board of Directors has temporarily delayed the date for its special meeting (the 'Meeting') of shareholders to consider the spin-out transaction (the 'Transaction') previously announced on March 29, 2011. The Company continues to work with legal and tax counsel to complete the required filings and is responding to regulatory and Canada Revenue Agency feedback concerning its submissions. Management would like to assure shareholders that it remains committed to completing the Transaction as previously announced, and that they are working diligently to obtain all required approvals in order to complete the transaction in due course. The Company will shortly publish new record and meeting dates for the Meeting.
Pursuant to a plan of arrangement (the 'Arrangement') and subject to obtaining the requisite shareholder, court, and regulatory approvals, Benton intends to spin-off all of its assets, other than its approximate 57,866,754 million 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.
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. A complete description of the Transaction will be contained in the management information circular to be sent to Benton's shareholders in advance of the Meeting.
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 $10.9 million in cash, owns approximately 57.9 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 6.5 million shares of Mineral Mountain Resources Ltd. (TSX VENTURE: MMV), and holds 815,000 shares of Bell Copper Corporation (TSX VENTURE: BCU) holds 1.2 million shares of Trillium North Minerals (TSX VENTURE: TNM), holds 1.5 million shares of Golden Dory Resources (TSX VENTURE: GDR) and 3.0 million shares Parkside Resources (currently private) 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 approximate 42% investment in Coro Mining from its cash, equities and exploration assets. Benton shareholders will receive a pro-rata interest in this new company on a one-for-one share basis and pursuant to regulatory approval.
On behalf of the Board of Directors of Benton Resources Corp.,
Stephen Stares, President
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Contacts:
Benton Resources Corp.
Stephen Stares
(807)475-7474
(807)475-7200 (FAX)
www.bentonresources.ca
Investor Relations
Clair Calvert
204-799-2086
