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ThunderBay, ON, May 11, 2020 – Benton Resources Inc. (‘Benton’ or ‘theCompany’) (TSX-V: BEX) is pleased to announce that it has been advised by CleanAir Metals Inc. (“Clean Air”) (formerly Regency Gold Corp.) that they havereceived conditional received conditional approval from the TSX VentureExchange with respect to its previously announced transaction in accordancewith Policy 5.2 of the TSX-V. In connection with the transaction, Clean Airfiled a filing statement dated May 5, 2020, in support of its application tothe TSX-V to become a mining issuer (as that term is defined in the policies ofthe TSX-V).
Thetransaction
Pursuant to the terms of the definitive option agreement dated Jan. 6,2020, as amended on Jan. 27, 2020, entered into between Clean Air and Benton,Clean Air will proceed with the completion of the acquisition of an option toacquire a 100-per-cent right, title and interest in and to the Escape Lakeproperty.
Pursuant to the terms of a definitive share purchase agreement datedJan. 6, 2020, entered into between Clean Air and Magma Metals Pty. Ltd., CleanAir will proceed with the completion of the acquisition of 100 per cent ofPanoramic Resources Inc.'s indirect subsidiary, Panoramic PGMs (Canada) Ltd.,which owns the Thunder Bay North project (TBN project).
Shareholderapproval
Clean Air obtained shareholder approval from a majority of theshareholders in respect of the transaction by way of written consent inaccordance with Section 4.3 of Policy 5.2 of the TSX-V corporate financemanual.
Filingstatement
In connection with the transaction and pursuant to TSX-V requirements,Clean Air has filed the filing statement on SEDAR under the company's issuerprofile. Readers are strongly encouraged to review the filing statement forfull details on the transaction.
The completion of the transaction remains subject to final approval bythe TSX-V and fulfilment of the TSX-V requirements in order to obtain suchapproval, including among other things, submission and acceptance of alldocuments requested by the TSX-V in its conditional approval letter and paymentof all outstanding fees to the TSX-V. Until final approval of the TSX-V isobtained and a final exchange bulletin is issued, trading in the common sharesof Clean Air will remain halted. Upon resumption of trading, the common sharesof Clean Air will trade under the symbol AIR and Clean Air will be listed onthe TSX-V as a Tier 2 mining issuer.
On behalf of the Board of Directors of BentonResources Inc.,
"Stephen Stares"
StephenStares, 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 groupelements. Benton holds multiple high-grade projects available for option whichcan be viewed on the Company's website. Many projects have an up-to-date 43-101Report available.
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-looking statements" within the meaning of applicablesecurities legislation. Forward-looking statements relate to information thatis based on assumptions of management, forecasts of future results, andestimates of amounts not yet determinable. Any statements that expresspredictions, expectations, beliefs, plans, projections, objectives, assumptionsor future events or performance are not statements of historical fact and maybe "forward-looking statements."
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.