Benton Closes $217,628 Flow-Through Private Placement Financing
Thunder Bay, December 27, 2019 - Benton Resources Inc. (TSXV: BEX) ('Benton' or 'the Company') is pleased to announce that the Company has closed its previously announced financing (see PR dated December 11, 2019).
The Company has raised aggregate proceeds of $217,627.50 by issuing 2,901,700 flow-through Units (FT Units) at $0.075 per FT Unit, each FT Unit consisting of one flow-through common share and one-half of one common share purchase warrant, each warrant (a "Warrant") being exercisable for one common share of the Company at $0.15 for a period 36 months from the date of issuance of such Warrants. All securities issued pursuant to this financing will be subject to a four-month hold period. Cash finders' fees of $14,000 were paid in connection with this financing as well as the issuance of 186,669 finders' warrants exercisable at $0.075 for a period of 18 months from the date of issuance.
The Placement was effected with an insider of the Company subscribing for 135,000 FT Units for aggregate subscription proceeds of $10,125, 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. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
On behalf of the Board of Directors of Benton Resources Inc.,
"Stephen Stares"
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, and Platinum group elements. Benton holds multiple high-grade projects available for option which can be viewed on the Company's website. Many projects have an up-to-date 43-101 Report available.
For further information, please contact:
Stephen Stares, President & CEO
Phone: 807-475-7474
Email: sstares@bentonresources.ca
CHF Capital Markets
Cathy Hume, CEO
Phone: 416-868-1079 x231
Email: cathy@chfir.com
Website: www.bentonresources.ca
Twitter: @BentonResources
Facebook: @BentonResourcesBEX
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.
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