Benton Closes Non-Brokered $2.4 Million Financing with Investment by Eric Sprott
Benton Closes Non-Brokered $2.4 Million
Financing with Investment by Eric Sprott
Thunder Bay, Ontario--(Newsfile Corp. - March 21, 2022) - Benton Resources Inc. (TSXV: BEX)
("Benton" or the "Company") is pleased to announce that the Company has received approval from the
TSX Venture Exchange to close its previously announced non-brokered private placement of flow-
through units and non-flow-through units (the "Private Placement") for combined aggregate gross
proceeds of approximately $2.4 million (see Company PR dated March 3, 2022).
The Company will issue 6,250,000 flow-through shares units ("FT Units") at a price of $0.2275 per FT
Unit, for gross proceeds of $1,421,875.
Each FT Unit consists of one common share of the Company
and one common share purchase warrant (a "Warrant"), each Warrant being exercisable for an
additional common share of the Company, each of which will not qualify as a flow-through share, at an
exercise price of $0.20 for 24 months from the date of issue. The FT Units will entitle the holder to
receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income
Tax Act (Canada).
Additionally, the Company will issue 6,250,000 non-flow-through units ("Units") at a price of $0.16 per
Unit for aggregate proceeds of up to $1,000,000. Each Unit consists of one common share and one
Warrant, each Warrant being exercisable for an additional common share of the Company at an
exercise price of $0.20 for 24 months form the date of issue.
Mr. Sprott through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, acquired
12,500,000 Units pursuant to the Offering for a total consideration of $2,000,000, 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.
Subsequent to the Offering, Mr. Sprott beneficially owns or controls 22,500,000 common shares of the
Company and 17,500,000 Warrants representing approximately 16.2% of the issued and outstanding
shares of the Company on a non-diluted basis and approximately 25.6% of the issued and outstanding
shares of the Company on a partially diluted basis assuming the exercise of such Warrants.
Prior to the
Offering, Mr. Sprott beneficially owned or controlled 10,000,000 common shares and 5,000,000
Warrants of the Company representing approximately 7.9% of the outstanding common shares on a non-
diluted basis and approximately 11.4% on a partially diluted basis assuming the exercise of such
Warrants.
The Units were acquired for investment purposes. Mr. Sprott has a long-term view of the investment and
may acquire additional securities including on the open market or through private acquisitions or sell
securities including on the open market or through private dispositions in the future depending on market
conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning report with respect to the foregoing will appear on the company's profile on
the System for Electronic Document Analysis and Retrieval ("
SEDAR
") at
www.sedar.com
and may also
be obtained by calling Mr. Sprott's office
at (416) 945-3294 (2176423 Ontario Ltd., 200 Bay Street,
Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
All securities issued pursuant to the Private Placement will be subject to a four-month and a day hold
period expiring July 22, 2022.
In connection with the Private Placement, the Company is paying cash finder's fees as permitted by the
policies of the TSX Venture Exchange.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian
exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the
Income Tax Act (Canada) (the "Qualifying Expenditures") on or before December 31, 2023, and to
renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December
31, 2022. The proceeds from the sale of the Units will be used to advance Benton's various exploration
projects, and for working capital purposes.
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, Lithium, and Platinum group elements. Benton holds multiple
high-grade projects available for option that can be viewed on the Company's website. Most projects
have an up-to-date NI 43-101 Report available.
Parties interested in seeking more information about properties available for option can contact Mr.
Stares at the number below.
For further information, please contact:
Stephen Stares, President & CEO
Phone:
807-475-7474
Email:
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."
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