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ThunderBay, ON, May 15, 2020 – Benton Resources Inc. (‘Benton’ or ‘theCompany’) (TSX-V: BEX) is pleased to announce that Clean Air Metals Inc.(“Clean Air”) (formerly Regency Gold Corp.) has completed its previouslyannounced reverse takeover transaction pursuant to the policies of the TSXVenture Exchange. In connection with the completion of the Transaction, CleanAir filed a filing statement dated May 5, 2020 (the "FilingStatement") in support of its application to the TSXV to become a"Mining Issuer" (as that term is defined in the policies of the TSXV).
StephenStares, president and CEO of Benton stated “first and foremostthe Benton team would like to congratulate Clean Air Metals on this significantmilestone. Benton is a proud shareholderof Clean Air and is extremely excited that their first phase drill program willcommence soon. Benton is hopeful thatits significant investment in Clean Air will provide shareholder value in thefuture as the project is advanced by this dynamic team of explorers anddevelopers.”
The Transaction
Pursuantto the terms of the definitive option agreement dated January 6, 2020, asamended January 27, 2020 (collectively, the "Option Agreement")entered into between the Company and Clean Air, Clean Air has now completed theacquisition of an option (the "Option") to acquire a 100% right, titleand interest in and to the Escape Lake Property.
Pursuant to the terms of a definitive sharepurchase agreement dated January 6, 2020 (the "Pan Agreement")entered into between Clean Air and Magma Metals PTY Ltd. ("Magma"),Clean Air has now completed the acquisition of 100% of Panoramic ResourcesLimited's indirect subsidiary, Panoramic PGMs (Canada) Ltd. ("PanSubsidiary"), which owns the Thunder Bay North Project (the "TBNProject"). Pan Subsidiary is now a wholly-owned subsidiary of Clean Air.In consideration of the acquisition of Pan Subsidiary, Clean Air agreed to payto Magma, over a three-year period, an aggregate of C$9 million, C$4.5 millionof which was paid on closing of the Transaction.
In connection with the acquisition of theOption and the completion of the Transaction, and in accordance with the termsand conditions of the Option Agreement, Clean Air, among other things: (i) granted to Benton a 0.5% net smelter returnroyalty from production on the Escape Lake Property and a 0.5% net smelterreturn royalty from production on any mineral claims comprising the TBN Projectover which a net smelter royalty has not previously been granted; and (ii) issued to Benton an aggregate of 24,615,884common shares (the "Consideration Shares") in the capital of CleanAir.
Clean Air MetalsFinancing
In connection with the Transaction, Clean Aircompleted a private placement of subscription receipts (each, a"Subscription Receipt") on February 11, 2020, led by Paradigm CapitalInc. and Sprott Capital Partners LP (the "Co-Lead Agents") on behalfof a syndicate of agents, including Red Cloud Securities and Mackie ResearchCapital Corporation (together with the Co-Lead Agents, the "Agents")pursuant to which Clean Air issued an aggregate of 75,000,000 SubscriptionReceipts for gross proceeds of$15,000,000 (the "Offering").
The gross proceeds were held in escrow onbehalf of the subscribers for the Subscription Receipts by Computershare TrustCompany of Canada. As part of thecompletion of the Transaction, Clean Air and the Co-Agents delivered a jointnotice to the Escrow Agent on May 13, 2020 confirming satisfaction of theapplicable escrow release conditions, at which time each Subscription Receiptwas automatically converted into one unit (a "Unit") of Clean Air,and the Escrowed Proceeds were released to Clean Air. Each Unit is comprised ofone common share of Clean Air (each, a "Unit Share") and one-half ofone common share purchase warrant of Clean Air (each whole common sharepurchase warrant, a "Warrant"). Each Warrant is exercisable by theholder thereof for one common share of Clean Air (each, a "WarrantShare") until February 11, 2022 at an exercise price of $0.30 per WarrantShare, subject to adjustments in certain events.
The net proceeds of the Offering were and will be used to fund the cash portion ofthe consideration payable to Magma in respect of the acquisition of the TBNProject, to fund drilling for the TBN Property, and for general corporatepurposes.
The securities issued upon conversion of theSubscription Receipts are subject to a statutory hold period until June 12,2020, in accordance with applicable securities laws.
TSXVApproval and Resumption of Trading
Trading in the common shares of Clean Air waspreviously halted on October 15, 2019 at the request of Clean Air in connectionwith the announcement of the Transaction. The Transaction remains subject tofinal approval by the TSXV and fulfillment of all of the requirements of theTSXV in order to obtain such approval including, among other things, submissionand acceptance of all documents requested by the TSXV in its conditionalacceptance letter and payment of all outstanding fees to the TSXV. Until finalapproval of the TSXV is obtained and a Final Exchange Bulletin is issued,trading in the common shares of Clean Air will remain halted; however it is expected that trading will resume on orabout May 22, 2020. Upon resumption of trading, the common shares of CleanAir will trade under the symbol "AIR"and Clean Air will be listed as a Tier 2 Mining Issuer.
Benton encourages readers to visit the CleanAir Metals Inc. website for complete company information at www.cleanairmetals.ca.
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.