Benton to Sell Cape Ray for $5.25 Million in Cash and Shares

Benton Resources Inc. (TSXV: BEX) (“Benton” or “the Company”) is pleased to announce that it has signed a binding Term Sheet (the “Agreement”) with Matador Mining Limited (ASX: MZZ) (“Matador”) of Western Australia for the sale of its 80% interest in the four main Cape Ray Deposits (held in an 80%-Benton 20%-Nordmin Engineering Limited joint venture) as well as a 100% interest in its remaining land positions held in the Cape Ray mining belt, which includes the Isle aux Morts and Big Pond deposits, for a cash payment of A$3.25 million (A = Australian dollars) and 8,000,000 common shares of Matador based on an underlying value of A$0.25/share (the “Consideration Shares”) for a total consideration of A$5.25 million. The Company will also receive 833,333 options exercisable at a price of A$0.30 a share for a period of 2 years following the date of issuance.

Benton has operated under an exclusivity agreement with Matador Capital Pty Ltd (“Matador Capital”) for the past month-and-a-half, pursuant to which it has received A$70,000 in cash from Matador Capital and will continue to receive A$50,000 per month from Matador until all conditions in the Agreement are satisfied. It is also agreed to by both parties that any payments made by Matador during the exclusivity period will be deducted from the A$3.25 million cash payment. Should Matador not complete its obligations under the Agreement, the exclusivity payments are non-refundable and will be retained by the Company.

In order to complete the terms of the Agreement, Matador must:

• obtain shareholder approval for the issuance of the 8 million Consideration Shares;
• obtain shareholder approval to issue shares in order to complete a capital raise in the amount of not less than A$5 million at A$0.25 per share and complete the capital raise;
• obtain regulatory approval from the Australian Securities Exchange for the terms of the Agreement; and
• pay to Benton the A$3.25million in cash and issue 8 million Consideration Shares of Matador as well as the 833,333 options.

Completion of the Agreement is to occur no later than 3 months from the date of its execution or may be extended should both parties mutually agree. The agreement is also subject to Benton receiving regulatory approval from the TSX Venture Exchange.

Once Matador completes the above-noted payments, Benton will transfer title and its interest in all mineral licenses contained within the Agreement. In addition, Benton will retain a 1% NSR on its 100% owned Cape Ray mineral licenses, more specifically those licenses that contain no other underlying NSR’s that are included in the Agreement. Matador will have the right to buy back 50% of this NSR by paying to Benton A$1 million. Matador will assume all other underlying NSR’s associated with the 04/41/51/Windowglass Hill/Big Pond/Isle aux Morts deposit claim packages. Benton has also agreed to enter into a voluntary escrow agreement for 75% of the Consideration Shares whereby Benton will not trade these shares for the first 6 months following their issuance. Benton also agrees not to trade the remaining 25% of the Consideration Shares unless such trading is conducted through a controlled sale arranged by Matador’s appointed broker or as otherwise agreed to by Benton and Matador.

Benton will continue to keep shareholders updated as it progresses through the terms of the Agreement and will work with Matador to complete a formal definitive agreement consistent with the terms contained within the Term Sheet.

About Benton Resources Inc. (TSXV: BEX) Benton Resources Inc is a well-funded Canadian-based project generator with a diversified property portfolio in Gold-Silver, Nickel, Copper, and Platinum group elements.

Benton holds multiple high grade gold and Base Metal projects available for option which can be viewed on the company’s web site. Most projects have an up to date 43-101 reports available. Interested parties can contact Stephen Stares from the contact below

On behalf of the Board of Directors of Benton Resources Inc.,

“Stephen Stares”

Stephen Stares, President

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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.”

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company’s expectations or projections

For further information contact Stephen Stares @:
684 Squier Street,
Thunder Bay, ON
P7B 4A8
Phone (807)475-7474
Cell (807)474-9020
Fax (807)475-7200
www.bentonresources.ca
sstares@bentonresources.ca

Source: www.newsfilecorp.com