Benton Receives Conditional Approval for Spin-Out and Provides Business Update
THUNDER BAY, ONTARIO -- (Marketwire) -- 04/23/12 -- Benton Resources Corp. (TSX VENTURE: BTC) ("Benton" or the "Company) is pleased to announce that it has received conditional approval from the TSX Venture Exchange ("TSX-V") for its previously announced spin-out transaction. Pursuant to a plan of arrangement (the "Arrangement") and subject to obtaining requisite shareholder and court approvals, Benton will spin-off all of its assets, other than its approximate 57,866,754 million shares of Coro Mining Corp. ("Coro") (TSX: COP), its Goodchild Project, and approximately $730,000 in working capital, to a new company to be named Benton Resources Inc. (or "Newco"). Newco will receive all of the exploration assets, remaining cash and equity positions of Benton other than the Coro shares, the Goodchild Project, and the approximately $730,000 in working capital being left behind. On the effective date of the Arrangement, which will occur shortly after shareholder approval for the spin-out is obtained (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 will trade on the TSX-V, subject to Benton and Newco complying with the conditions imposed by the TSX-V. The Company will seek shareholder approval for the spin-out transaction at its previously scheduled AGM to be held on May 23, 2012, from shareholders of record on April 18, 2012. On the Effective Date, Benton will be renamed Benton Capital Corp.
The Arrangement must be approved by no less than 66 2/3% of Benton's shareholders voting at the AGM. An information circular prepared by management setting forth the details about the Arrangement, Newco, and Benton following completion of the spin-out transaction, will shortly be filed on www.sedar.com under the Company's profile. Shareholders are advised to read this information circular carefully.
In addition, and after careful consideration and evaluation of Benton's Ontario projects and assets in light of the current land tenure issues we and other mining companies are encountering stemming from unsettled issues between the Ontario government and Aboriginal land claims, Benton has decided to cautiously move our non-core Ontario projects forward with only modest budgets until land claim issues have been clarified and/or settled. Benton will continue to work in good faith, comply with all government laws and regulations, and is fully committed to creating and maintaining strong and respectful Aboriginal relationships and partnerships with the various communities near our projects. Management at this time would like to provide the following update for its planned exploration on a project-by-project basis.
Saganaga Gold Project
The Saganaga Gold Project will be Benton's main focus in 2012. Benton has spent the past 12 months compiling all previous work and management believes that good potential exists to expand on the known zones as well as discovering new areas of mineralization on the property. The Company has recently completed a diamond drill program on Saganaga (see the Company's press release of January 24, 2012). The program consisted of approximately 2,700 metres of diamond drilling in 16 holes. The program was designed to test recently discovered surface gold mineralization in addition to follow up drilling on the Starr Zone where multiple past intercepts include 5.36 gpt gold over 20 metres and 3.0 gpt gold over 20.5 metres. Benton is targeting the Starr Zone to work towards delineating a potential resource in that area of the property. Follow up drilling is anticipated throughout the year. The Company is currently awaiting final assays and will release results once these assays are received and compiled by management.
Abernethy Gold Project
Access to Abernethy Gold Project has been delayed and as a result management is committing only limited resources to developing this property for 2012. Upon resolution of access issues, work on this property will consist of grid establishment, soil sampling, prospecting and geological mapping along with plans to work towards a Memorandum of Understanding with the First Nations communities in the area to ensure that a mutually beneficial, co-operative and productive working relationship can be developed with respect to exploration before moving forward. This project is located 8 km southwest of Kenora, Ontario. The Company is actively seeking a partner to help advance this project, pending resolution of the access issue.
Portage Lake (Long Range)
The Portage Lake Project is a 50-50 joint venture with Buchans Minerals Corporation (TSX VENTURE: BMC) ("Buchans"). The Company and Buchans have previously provided the results from their eight holes totaling 823 metres to test mineralized quartz veins in bedrock and float associated with the Goldquest trend. Results include intersections of mineralized quartz veins in the Goldquest North area, including 5.49gpt gold and 4.5gpt silver over 0.30 metres as well as 2.13gpt gold and 8.4gpt silver over 0.10 metres. Drilling in the Goldquest South area intersected variably mineralized bedrock containing minor quartz veins with anomalous gold values. The Company has reviewed the results of all previous exploration programs and has determined that it will not continue on with exploration for gold on this project; it has nevertheless committed a small budget to conduct ground geophysics to assess the Range copper prospect on the property, where assays from drilling include hole LR-11- 17 that returned 12.9 metres (estimated true width) averaging 0.48% copper and 0.023% cobalt, including 0.91 metres averaging 2.24% copper and 0.011% cobalt. Pending the results of ground geophysics, the Company will then determine if it will continue on with the joint venture or either divest the project or allow dilution of the Company's interest to occur.
Sewell-West Timmins
In December 2011, an eight-hole, 1,476 metre diamond drill program was completed to test the Baseline Showing with results including 94.018gpt gold over 1.1 metres (hole SW11-03), 1.38gpt gold over 2.3 metres (hole SW11-06), and 1.44gpt gold over 1.1 metres (hole SW11-08). Holes SW11-01, 02, 04, 05 and 07 returned trace to weakly anomalous gold values. The Company is encouraged with the early high grade results intersected in SW11-03 and is currently reviewing all data from the 2011 work programs. The next exploration program will target the favourable gold-bearing horizon to the north and south of drill hole SW11-03 using induce polarization, ground magnetics and soil geochemical sampling, as well as prospecting and mapping other zones which have been identified on the property. The Company will determine if it will continue on with exploration on this property based on the interpretation of these results. The Company will also be actively seeking a joint venture partner to advance this project.
Kingurutik Cu-Ni Project
Recently the Company, in conjunction with Teck Resources Limited (TSX: TCK.A)(TSX: TCK.B) ("Teck"), has significantly reduced the land position on the Kingurutik Project in order to maintain the ground in good standing and eliminate portions of the property that did not yield favourable results or warrant any further work. The Company and Teck do not currently have any planned exploration on this property for 2012 and the Company will continue to work closely with Teck on any future decisions regarding Kingurutik.
Shebandowan
The Company has a minimal budget moving forward for the Shebandowan property mainly related to minor soil sampling and stripping and testing certain anomalies. The Company's main initiative on the project will be to divest by finding a suitable partner to either joint venture the property or to sell the property outright should favourable terms be received.
Other
Benton has recently received a notice of termination from Platinum Group Metals Ltd. (TSX: PTM) for the Bark Lake option after failing to return significant results from their exploration efforts. Benton has no current exploration plans for this project. Benton also has no further plans to develop the Rim Property following recent diamond drilling that did not yield significant results. The Company has several other early stage exploration projects that involve joint venture partners and can be viewed on Benton's web site (www.bentonresources.ca) including Onion Lake and Forester Lake. In addition, the Company holds a 100% interest in several other early stage exploration opportunities. Management will continue to pursue a strategy of seeking joint venture partners for its projects in order to reduce exploration risk, conserve capital, and provide shareholders with exposure to other prospective junior exploration companies through these joint venture interests. The Company will continue to evaluate both advanced and early stage opportunities throughout the year.
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 $7.65 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 8.47 million shares of Mineral Mountain Resources Ltd. (TSX VENTURE: MMV), and holds 815,000 shares of Bell Copper Corporation (TSX VENTURE: BCU), holds 1.67 million shares of Trillium North Minerals (TSX VENTURE: TNM), holds 1.55 million shares of Golden Dory Resources (TSX VENTURE: GDR) and holds 3 million shares of 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 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.
Clinton Barr (P.Geo.), V.P. Exploration for Benton Resources Corp., is the qualified person responsible for this release.
On behalf of the Board of Directors of Benton Resources Corp.,
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.
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
President
807-475-7474
807-475-7200 (FAX)
www.bentonresources.ca
