BENTON ANNOUNCES KEY DATES FOR CLOSING OF ITS SPIN-OUT TRANSACTION
DECLARATION OF DISTRIBUTION
Thunder Bay, Ontario: Benton Resources Corp. (TSXV: BTC) (“Benton” or the “Company) is pleased to provide an update in respect of the closing of its previously announced spin-out transaction (the “Spin-out”) whereby all of its assets, other than its interests in the Goodchild Property, shares of Coro Mining Corp (TSX: COP), and approximately $730,000 in working capital, are to be spun-out to a new company to be named Benton Resources Inc. (or "Newco", for the purposes of this release). The TSX Venture Exchange (the “Exchange”) has informed management that the Spin-out will be effected pursuant to a “due bill” trading process. In furtherance of this settlement process, Benton wishes to provide the following key dates to its shareholders.
Each shareholder of Benton will receive one common share of Newco for each share of Benton held on the record date. The Company’s common shares will commence trading on a “due bill” basis on July 24, 2012 (trades of Benton’s common shares entered into during the term of the “due bill” will allow the purchaser to receive the Newco common shares, rather than the seller, even if those trades are settled after the record date). The record date in respect of the Spin-out has been set at July 26, 2012. The effective date of the Spin-out will be July 27, 2012, and the distribution date will be July 31, 2012. “Due bill” trading will end on July 31, 2012, and on Wednesday, August 1, 2012, the shares of Newco will commence trading on the Exchange under the symbol BEX. Benton will be renamed “Benton Capital Corp.” and its common shares will trade on an ex-distribution basis at the opening on August 1, 2012 under its current symbol of BTC.
Shareholders entitled to receive Newco shares will receive evidence of the electronic registration of ownership of the Newco shares under the Direct Registration System adopted by the Company’s transfer agent, as soon as practicable following the effective date. Newco will receive all of the exploration assets, remaining cash and equity positions of Benton other than the Coro shares, the Goodchild Project, and the approximately $730,000 in working capital being left behind. Benton shareholders voted in favour of the special resolution approving the Spin-out on May 23, 2012. The Supreme Court of British Columbia issued a final order approving the Spin-out on June 4, 2012, and the transaction has received the conditional approval of the Exchange. Listing of Newco remains subject to receipt of final Exchange approvals.
In addition, the Company would like to inform shareholders that it has formally terminated its option on the Sewell –West Timmins property that was originally optioned in July 2011 (see the Company’s previously issued press release of August 10, 2011), and has returned the project to the vendors. The Company no longer has any interest, or any financial commitments, in respect of this property.
On behalf of the Board of Directors of Benton Resources Corp.,
"Stephen Stares" Stephen Stares, President
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.