Benton Resources Inc. (TSXV: BEX) ("Benton" or the "Company") is pleased to announce that the Company has received approval from the TSX Venture Exchange to close its previously announced non-brokered private placement of flow-through units and non-flow-through units (the "Private Placement") for combined aggregate gross proceeds of approximately $2.4 million (see Company PR dated March 3, 2022).
The Company will issue 6,250,000 flow-through shares units ("FT Units") at a price of $0.2275 per FT Unit, for gross proceeds of $1,421,875. Each FT Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"), each Warrant being exercisable for an additional common share of the Company, each of which will not qualify as a flow-through share, at an exercise price of $0.20 for 24 months from the date of issue. The FT Units will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).
Additionally, the Company will issue 6,250,000 non-flow-through units ("Units") at a price of $0.16 per Unit for aggregate proceeds of up to $1,000,000. Each Unit consists of one common share and one Warrant, each Warrant being exercisable for an additional common share of the Company at an exercise price of $0.20 for 24 months form the date of issue.
Mr. Sprott through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, acquired 12,500,000 Units pursuant to the Offering for a total consideration of $2,000,000, that portion of the financing a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction.
Subsequent to the Offering, Mr. Sprott beneficially owns or controls 22,500,000 common shares of the Company and 17,500,000 Warrants representing approximately 16.2% of the issued and outstanding shares of the Company on a non-diluted basis and approximately 25.6% of the issued and outstanding shares of the Company on a partially diluted basis assuming the exercise of such Warrants. Prior to the Offering, Mr. Sprott beneficially owned or controlled 10,000,000 common shares and 5,000,000 Warrants of the Company representing approximately 7.9% of the outstanding common shares on a non-diluted basis and approximately 11.4% on a partially diluted basis assuming the exercise of such Warrants.
The Units were acquired for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning report with respect to the foregoing will appear on the company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
All securities issued pursuant to the Private Placement will be subject to a four-month and a day hold period expiring July 22, 2022.
In connection with the Private Placement, the Company is paying cash finder's fees as permitted by the policies of the TSX Venture Exchange.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") on or before December 31, 2023, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2022. The proceeds from the sale of the Units will be used to advance Benton's various exploration projects, and for working capital purposes.
On behalf of the Board of Directors of Benton Resources Inc.,
Stephen Stares, President
About Benton Resources Inc.
Benton Resources is a well-funded Canadian-based project generator with a diversified property portfolio in Gold, Silver, Nickel, Copper, Lithium, and Platinum group elements. Benton holds multiple high-grade projects available for option that can be viewed on the Company's website. Most projects have an up-to-date NI 43-101 Report available.
Parties interested in seeking more information about properties available for option can contact Mr. Stares at the number below.
For further information, please contact:
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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."
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