Mr. Stephen Stares reports
BENTON RESOURCES INC. RESCHEDULES MEETING, FILES AMENDED MEETING MATERIALS
Further to Benton Resources Inc.'s Nov. 25, 2024, news release, and as a result of the Canada Post strike, the company has
filed amended management proxy materials under its profile on SEDAR+ for its annual and
special meeting of shareholders. The meeting is set to be held March 21, 2025, in Vancouver,
B.C. At the meeting, Benton shareholders will be asked to approve a special resolution (two-thirds of votes
cast) to reorganize Benton's share capital to facilitate a spinout to shareholders of approximately two million of
Benton's four million shares of Vinland Lithium Inc. Vinland holds the Killick lithium project and is
currently owned by Benton (40 per cent), Sokoman Minerals Corp. (40 per cent) and Piedmont Lithium Newfoundland
Holdings LLC, a wholly owned subsidiary of Nasdaq-listed Piedmont Lithium Inc. (20 per cent).
Sokoman will concurrently seek approval of its shareholders for a similar two-million-share spinout. Subject to
the two spinouts completing, the TSX Venture Exchange has conditionally agreed to list the approximately 10
million issued shares of Vinland, of which approximately 40 per cent will be in the hands of Benton and Sokoman
shareholders.
The record date for voting at the meeting is Jan. 20, 2025; however, the record date for participation in the
spinout will be determined only after shareholders approve the special spinout resolution. The record date for
participating in the spinout will be reflected in a notice bulletin issued by the TSX-V when it
sets the spinout ex participation trading date for Benton shares.
The spinouts will be substantially pro rata to Benton and Sokoman shareholders; however, the exact ratio of
Vinland shares per Benton shares will be determined prior to completion in March, 2025. The exchange ratio
is dependent on the number of Benton shares issued at the time of completion. The ratio is expected to be
approximately 50 Vinland shares per 5,000 Benton shares. Accounts holding less than 5,000 Benton shares
(having an approximate $400 market value) will not receive Vinland shares as the immediate and continuing administration and compliance costs for very small odd-lot Vinland shareholders would be prohibitive.
Some of the key points for shareholders are as follows:
- The Killick lithium project holds excellent discovery potential in a newly discovered lithium belt.
- Piedmont, a wholly owned subsidiary of Nasdaq-listed Piedmont Lithium, completed a 2023 financing in Vinland of $2-million at $1 per share to hold 19.9 per cent.
- Piedmont Lithium is one of North America's leading lithium companies.
- Newfoundland is ranked as one of the top jurisdictions to explore and develop mineral potential.
- Piedmont Lithium has vast technical and geological knowledge in similar geology to that of Kraken pegmatites.
- Vinland holds indirectly, through its subsidiary Killick Lithium, a 100-per-cent interest in the Killick lithium project.
- Piedmont will have the option to earn up to a 62.5-per-cent direct interest in Killick Lithium by spending $12-million in exploration and development during the period of the option.
- Upon Piedmont completing all earn-in options, Piedmont/Piedmont Lithium will have paid Benton and Sokoman a total of $10-million in Piedmont Lithium shares in addition to having financed all the Vinland exploration and development costs.
- Benton and Sokoman to collectively retain a 2-per-cent net smelter retur (NSR) royalty on the Killick project.
In addition to the spinout resolution, Benton shareholders who attend the meeting will attend to annual
matters, including consideration of Benton's June 30, 2024, audited financial statements and the election of
directors and appointment of auditors.
Full details of the spinout and the other annual matters are contained in a management information circular
dated Feb. 4, 2025, and filed under the company's profile on SEDAR+. This circular contains detailed
information on Vinland as a stand-alone company. The completion of the spinout remains uncertain at this
time.
Qualified person
Stephen House, PGeo, vice-president of exploration for Benton Resources, the qualified person under
National Instrument 43-101, has approved the scientific and technical disclosure in this news release and
prepared or supervised its preparation.
About Benton Resources Inc.
Benton Resources is a well-financed mineral exploration company listed on the TSX-V under
the symbol BEX. Benton has a diversified, highly prospective property portfolio and holds large equity
positions in other mining companies that are advancing high-quality assets. Whenever possible, Benton retains
net smelter return (NSR) royalties with the potential for long-term cash flow.
Benton is focused on advancing its high-grade copper-gold Great Burnt project in central Newfoundland,
which has a mineral resource estimate of 667,000 tonnes at 3.21 per cent copper indicated and 482,000 tonnes at 2.35 per cent copper inferred. The project has an excellent geological setting covering 25 kilometres of strike and boasts six known copper-gold-silver zones over 15 kilometres that are all open for expansion. Further potential for discovery is excellent given the
extensive number of untested geophysical targets and copper-gold soil anomalies. Phase 1 and phase 2 drill programs
returned impressive results, including 25.42 metres of 5.51 per cent copper, including 9.78 metres of 8.31 per cent copper, and 1.00 metre of
12.70 per cent copper.
We seek Safe Harbor.
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