Benton and Regency Execute Definitive Agreement on Escape Lake and TBN Project and Provide Update on Regency’s Progress

Thunder Bay, ON, January10, 2020 – BentonResources Inc. (‘Benton’ or ‘the Company’) (TSX-V: BEX) and Regency Gold Corp.(“Regency”) (NEX:RAU.H) are pleased to announce that they have signed a definitiveagreement (the “Definitive Agreement”) whereby Regency has acquired anoption (the “Option”) to acquire a100% right, title and interest in the Escape Lake Property (the “Escape Lake Property”), subject to a1.0% net smelter return royalty to be retained by Rio Tinto Exploration CanadaInc. (“RTEC”), from Benton with suchOption to be conditional on Benton exercising its pre-existing option to acquirethe Escape Lake Property from RTEC under a pre-existing agreement with RTEC (the“RTEC Agreement”).  Benton also assigned to Regency its rightsunder a letter of intent previously entered into with Panoramic Resources Inc.(“PAN”) pursuant to which Benton acquired the right to acquire 100% ofPAN’s subsidiary Panoramic PGM (Canada) Ltd. (the “PAN Subsidiary”)which owns the Thunder Bay North Project ( the “TBN Project”).

ProposedTransaction

Uponclosing, Regency will have the right to exercise the Option by completing thefollowing:

• Issuing to Benton an aggregate of 24,615,384 common shares (the “Regency Consideration Shares”) on the following basis: a) on closing that number of Regency Consideration Shares that represents no more than 19.9% of the number of Regency commons shares then outstanding; and b) the remainder of the Regency Consideration Shares at such time as they can be issued without Benton holding more than 19.9% of the issued capital of Regency;
• Fulfilling the remaining terms of the RTEC Agreement that Benton has with RTEC on the Escape Lake Property;
• Entering into and fulfilling the terms of a formal binding purchase and sale agreement with PAN (the “PAN Agreement”) for the acquisition of the PAN Subsidiary including the payment to PAN of a deposit of $250,000 as a down payment to PAN; and
• Issuing to Benton a 0.5% net smelter return royalty from production on the Escape Lake Property and a 0.5% net smelter return royalty from production on any mineral claims comprising the TBN Project that a net smelter royalty has not previously been granted.

The RTEC Agreement

Underthe Definitive Agreement , Regency will be granted the Option to acquire a 100%ownership interest in the Escape Lake Property, subject to a 1% net smelterreturn royalty to be retained by RTEC. Regency’s Option shall be conditional on Benton exercising itspre-existing option to acquire the Escape Lake Property from RTEC.  In order to exercise the Option, Regency willalso be required to assume the obligations that would otherwise be required tobe fulfilled by Benton under the RTEC Agreement over a three year period whichare as follows:

• aninitial C$3 million payment which was due to RTEC on closing of the RTECAgreement and which was paid by Benton at that time.  As reimbursement for the $3 million paid byBenton Regency will be required to issue the Regency Consideration Shares toBenton which will be subject to a four month hold period from the date ofissuance;
• C$1million to RTEC on the first anniversary of the signing of the RTEC Agreement;
• C$1million to RTEC on the second anniversary of the signing of the RTEC Agreement;and
• C$1million to RTEC on the third anniversary of the signing of the RTEC Agreement.

The PAN Agreement

Underthe Pan Agreement, Regency will have  theright to acquire a 100% ownership interest in the PAN Subsidiary  that holds the TBN Project in exchange forpayment of CAD$9 million  to PAN over athree-year period, as follows:

• C$4.5million due on closing of the PAN Agreement to be paid by Regency to PAN;
• C$1.5million on the first anniversary of the closing of the PAN Agreement;
• C$1.5million on the second anniversary of the closing of the PAN Agreement; and
• C$1.5million on the third anniversary of the closing of the PAN Agreement.

Regencyhas also acquired Benton’s right to make an initial deposit payment of $250,000to PAN (which will be credited to the $9 million purchase price) by January 31,2020 which will extend the proposed closing of the PAN Agreement  and the initial payment of $4.5 million by 60days. In addition, Regency now has the ability to get up to three additional30-day extensions by making a $10,000 payment for each extension.

Satisfactionof Conditions to Closing

Theclosing of the transaction contemplated by the Definitive Agreement is subjectto various conditions precedent as follows:

• All necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third-parties having been obtained, including but not limited to the approval of the TSXV;
• Regency having completed a financing of a minimum of $7.5 million at a priceof $0.15 or greater;
• The representations and warranties of the parties in the Definitive Agreement remaining accurate at
• and as of the closing date;
• Regency having entered into the PAN Agreement;
• Regency having paid the CDN$250,000 deposit to PAN; and
• RTEC having consented to Regency acquiring the Option on the RTEC Agreement

RegencyFinancing

Inconnection with the Option Regency has engaged Paradigm Capital Inc. and SprottCapital Partners LP (the “Agents”) to complete a brokered private placement ofup to $10 million of subscription receipts (the “Subscription Receipts”) on abest efforts agency basis (the “Offering”).  The indicative issue price is$0.20 per Subscription Receipt.  The definitive issue price of theSubscription Receipts will be determined in the context of the market. The net proceeds of the Offering will be placed in escrow pending satisfactionof certain escrow release conditions which will include the closing of theproposed transaction. 

Uponsatisfaction of the escrow release conditions prior to 120 days following theclosing of the Offering, (the “Escrow Release Deadline”) each SubscriptionReceipt shall entitle the holder thereof to receive, without payment of anyadditional consideration and subject to adjustment, units of Regency (the“Units”).  Each Unit will consist of one common share of the Regency andone-half of one common share purchase warrant (each whole warrant a “Warrant”),with each Warrant entitling the holder thereof to acquire one common share of Regency.  The definitive terms of the Warrants shall be determined inthe context of the market.  In the event the escrow release conditions arenot satisfied by the Escrow Release Deadline, the proceeds will be returned tothe holders of the Subscription Receipts.

Reactivation

Regencyhas been inactive for more than one year, when it ceased its involvement in thelife sciences and pharmaceutical sector. Regency’s shares are now listed on theNEX Board of the TSXV (the “NEX Board”) under the symbol RAU.H.The transaction will result in the reactivation of Regency under the TSXVpolices and will require a change of business of Regency to the mining sector(the “Change of Business”). The Regency Shares are currentlyhalted in connection with this announcement and will remain halted pendingcompletion of the reactivation or until such earlier date as the TSXV and Regencydetermine the halt is no longer required. Once reactivated, Regency intends totransfer its listing from the NEX Board to the TSXV. Regency has also appliedfor Change of Name of the Company to “Clean Air Metals Inc.”, with tickersymbol “AIR” on the TSXV.

On behalf of the Board of Directors of Benton ResourcesInc.,

"StephenStares"

Stephen Stares, President

About Benton Resources Inc.

BentonResources is a well-funded Canadian-based project generator with a diversifiedproperty portfolio in Gold, Silver, Nickel, Copper, and Platinum group elements.Benton holds multiple high-grade projects available for option which can beviewed on the Company's website. Many projects have an up-to-date 43-101 Reportavailable.

Partiesinterested in seeking more information about properties available for optioncan contact Mr. Stares at the number below.

For further information, please contact:

Stephen Stares, President & CEO
Phone: 807-475-7474
Email: sstares@bentonresources.ca

Website: www.bentonresources.ca

Twitter: @BentonResources

Facebook: @BentonResourcesBEX

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

The information contained herein contains "forward-lookingstatements" within the meaning of applicable securities legislation.Forward-looking statements relate to information that is based on assumptionsof management, forecasts of future results, and estimates of amounts not yetdeterminable. Any statements that express predictions, expectations, beliefs,plans, projections, objectives, assumptions or future events or performance arenot statements of historical fact and may be "forward-lookingstatements."

Forward-looking statements are subject to a variety ofrisks and uncertainties which could cause actual events or results to differfrom those reflected in the forward-looking statements, including, withoutlimitation: risks related to failure to obtain adequate financing on a timelybasis and on acceptable terms; risks related to the outcome of legalproceedings; political and regulatory risks associated with mining andexploration; risks related to the maintenance of stock exchange listings; risksrelated to environmental regulation and liability; the potential for delays inexploration or development activities or the completion of feasibility studies;the uncertainty of profitability; risks and uncertainties relating to theinterpretation of drill results, the geology, grade and continuity of mineraldeposits; risks related to the inherent uncertainty of production and costestimates and the potential for unexpected costs and expenses; results ofprefeasibility and feasibility studies, and the possibility that futureexploration, development or mining results will not be consistent with theCompany's expectations; risks related to gold price and other commodity pricefluctuations; and other risks and uncertainties related to the Company'sprospects, properties and business detailed elsewhere in the Company'sdisclosure record. Should one or more of these risks and uncertaintiesmaterialize, or should underlying assumptions prove incorrect, actual resultsmay vary materially from those described in forward-looking statements.Investors are cautioned against attributing undue certainty to forward-lookingstatements. These forward looking statements are made as of the date hereof andthe Company does not assume any obligation to update or revise them to reflectnew events or circumstances. Actual events or results could differ materiallyfrom the Company's expectations or projections.