Benton Provides Update on Spin-Out ProposalBenton Provides Update on Spin-Out Proposal 05 May 2011 09:00 ET
Marketwire
Benton Resources Corp.
May 5, 2011 - 09:00:00 AM
Benton Provides Update on Spin-Out Proposal
THUNDER BAY, ONTARIO--(Marketwire - May 5, 2011) - Benton Resources Corp.
("Benton") (the "Company") (TSX VENTURE:BTC) is pleased to provide an update
on its previously announced (March 29, 2011) proposal to spin-off certain
assets to a separate company. 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
approximate 55.4 million shares and 2.4 million warrants 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.
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 $15.6 million in cash, owns
approximately 55.4 million shares and 2.43 million warrants 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 4 million
shares of Mineral Mountain Resources Ltd. (TSX VENTURE:MMV), and holds 815,000
shares of Bell Copper Corporation (TSX VENTURE:BCU). 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 sharein 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
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
For further information contact Stephen Stares @: 3250 Arthur St. West, RR #2
Thunder Bay, ON P7C 4V1 (807)475-7474 (807)475-7200(FAX)
www.bentonresources.ca
Investor Relations Clair Calvert: @ 204-799-2086
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.