Benton Provides Update on Spin-Out Proposal
May 05 2011 - 9:00AM
Marketwired
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.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Contacts: 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