The TSX Venture Exchange has accepted for filing documentation in connection with an arrangement agreement dated as of Nov. 18, 2024, among Benton Resources Inc., Sokoman Minerals Corp. and Vinland Lithium Inc., pursuant to which the parties will complete a plan of arrangement under the provisions of the Business Corporations Act (British Columbia).
Under the plan of arrangement, which is fully described in Benton's management information circular dated Feb. 4, 2025, Benton will spin out to its shareholders 2,025,126 common shares of Vinland held by Benton on a pro rata basis with an exchange ratio of approximately 50 Vinland shares for each 5,000 common shares of Benton held.
Under the plan of arrangement, Benton will: (i) reclassify and redesignate its existing common shares as Class A common shares; (ii) create a new class of common shares; and (iii) distribute to the shareholders of Benton (a) one Benton new common share and (b) approximately 0.01 of one Vinland share for every Class A share held (being approximately 50 Vinland shares for each 5,000 old Benton common shares held).
The exchange has been advised that approval of the plan of arrangement by the Benton shareholders was received at an annual general and special meeting of shareholders held on March 21, 2025, and that approval of the plan of arrangement was received from the Supreme Court of British Columbia on March 26, 2025. The exchange has been advised that Benton completed the plan of arrangement on April 25, 2025.
No Vinland shares will be listed on the exchange on closing of the plan of arrangement; however, Vinland has made a separate application to the exchange for listing of the Vinland shares.
The full particulars of the plan of arrangement are set forth in the Benton management information circular, dated Feb. 4, 2025, which is available under the Benton profile on SEDAR+. See also Benton's news releases dated April 25, 2025, and April 28, 2025.
Substitutional listing
In accordance with the above-referenced plan of arrangement, the Benton shareholders who previously held old Benton common shares will have their old Benton common shares redesignated as Class A shares and exchanged on a one-for-one basis for Benton new common shares. Accordingly, the Benton new common shares will be listed on the exchange at the market open on Wednesday, April 30, 2025.
Capitalization: unlimited common shares with no par value, of which
205,591,643 common shares are issued and outstanding
Escrowed shares: nil
Transfer agent: Computershare Trust Company of Canada
Trading symbol: BEX (unchanged)
Cusip No.: 083297 10 1 (new)
Delist
In conjunction with the closing of the plan of arrangement, the old Benton common shares will be delisted from the exchange. Accordingly, effective at the close of business, Tuesday, April 29, 2025, the old Benton common shares will be delisted.
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