Benton Provides Update on Spin-Out ProposalSo has the"Effective Date" been set? What is it??
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Coro Mining Corp (COP:TSX) - News Alert
Benton Provides Update on Spin-Out Proposal
Benton Resources Corp. ("Benton") (the "Company") (TSX VENTURE:BTC) ispleased to announce that the Board of Directors has set the date for itsannual, general and special meeting (the "Meeting") of Bentonshareholders 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 Meetingto. A complete description of the Transaction will be set forth in amanagement information circular to be sent to Benton's shareholders inconnection with the Meeting.
Pursuant to a plan of arrangement (the "Arrangement") and subject to therequisite shareholder, court, and regulatory approvals, Benton intendsto spin-off all of its assets, other than its 57,866,754 shares of CoroMining Corp. ("Coro") (TSX:COP), sufficient working capital to maintainoperations and such other assets as may be required to maintainoperations or are required by the TSX Venture Exchange to a new company(referred to as "Newco" for the purposes of this release). Newco willhold all of the exploration assets, remaining cash and equity positionsother than Coro. On the effective date of the Arrangement (the"Effective Date"), shareholders of Benton will receive one new commonshare of Benton and one new common share of Newco for each share ofBenton that they held prior to the Effective Date. Following theEffective Date, both the common shares of Benton and Newco are expectedon trade on the TSX Venture Exchange ("TSX-V"), subject to Bentoncomplying with the c
ontinued listing requirements of the TSX-V and Newco meeting theoriginal listing requirements of the TSX-V, receiving approval of theTSX-V and meeting all conditions of listing imposed by the TSX-V. Thereis no assurance as to if and when the common shares of Newco will belisted for trading on the TSX-V. The Arrangement must be approved by noless than 66 2/3% of Benton's shareholders. At the meeting, shareholderswill also be asked to vote on the election of directors and theapproval 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 listingapproval of the Newco common shares on the TSX-V, and receipt by Bentonof an advance tax ruling from the Canada Revenue Agency confirming thatthe Arrangement can be finalized on a tax neutral basis for Benton andits shareholders. There is no assurance that the TSX-V will provideconditional listing approval for the common shares of Newco or that theCanada Revenue Agency will provide a favourable advance tax ruling.
About Benton
Benton is a Canadian based junior with multiple joint ventures and adiversified property portfolio in Gold, Nickel, Copper, and Platinumgroup elements. The Company currently has approximately $12.4 million incash, owns approximately 57.86 million shares in Coro Mining Corp.(TSX:COP), holds approximately 348,000 shares of Stillwater MiningCompany (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. (TSXVENTURE:MMV), holds 815,000 shares of Bell Copper Corporation (TSXVENTURE:BCU), and has subscribed for 1.55 million shares of Golden DoryResources Corporation (TSX VENTURE:GDR). Benton is currently in theprocess of spinning out the majority of its assets by a plan ofarrangement into a new listed company in order to separate its 41.6%investment in Coro Mining from its cash, equities and explorationassets. Benton shareholders will rec
eive 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 nothistorical facts, contain forward-looking statements and forward-lookinginformation within the meaning of applicable securities laws. Suchforward-looking statements or information include but are not limited tostatements or information with respect to: (i) the transfer pursuant tothe Arrangement of all of the necessary assets to Newco; (ii) theexploration and development of the Company's properties; (iii) ours andNewco's future business and strategies; (iv) requirements for additionalcapital and future financing; (v) future price of gold and otherprecious 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 otherexpense for specific operations. Often, but not always, forward-lookingstatements 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 notanticipate" or "believes" or variations of such words and phrases orstatements that certain actions, events or results "may", "could","would", "might" or "will" be taken, occur or be achieved. With respectto forward-looking statements and information contained herein, we havemade numerous assumptions.
Although our management believes that the assumptions made and theexpectations represented by such statement or information arereasonable, there can be no assurance that a forward-looking statementor information referenced herein will prove to be accurate.Forward-looking statements and information by their nature are based onassumptions and involve known and unknown risks, uncertainties and otherfactors which may cause our actual results, performance orachievements, or industry results, to be materially different from anyfuture results, performance or achievements expressed or implied by suchforward-looking statement or information. Such risks, uncertainties andother factors include, among other things, the following: (i) thefailure to satisfy the conditions of closing in the Arrangement,including obtaining the necessary regulatory approvals and a favourableadvanced tax ruling; (ii) our ability to advance exploration properties;(iii) gold and other precious meta
ls price volatility; (iv) speculative nature of gold and other preciousmetals exploration; (v) inherent uncertainties in estimating mineralresources; (vi) regulatory restrictions; and (v) defective title tomineral claims or property. See also our quarterly and annualMD&A for additional information on risks and uncertaintiesrelating to forward-looking statements and information. Although we haveattempted to identify factors that would cause actual actions, eventsor results to differ materially from those disclosed in theforward-looking statements or information, there may be other factorsthat cause actions, events or results not to be as anticipated,estimated or intended. Also, many of the factors are beyond the controlof Benton. Accordingly, readers should not place undue reliance onforward-looking statements or information. We undertake no obligation toreissue or update any forward-looking statements or information as aresult of new information or events a
fter the date hereof except as may be required by law. Allforward-looking statements and information herein are qualified by thiscautionary statement.
SOURCE: Benton Resources Corp.
Benton Resources Corp.
Stephen Stares
President
(807) 475-7474
(807) 475-7200(FAX)
www.bentonresources.ca
Investor Relations
Clair Calvert
204-799-2086