Benton Provides Update on Spin-Out
October 24 2011 - 4:43PM
Marketwired
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