Benton and Sokoman Enter into Mutual Participation Agreements Governing Cost Reimbursement under their Strategic Exploration Alliance
Benton and Sokoman Enter into Mutual Participation Agreements Governing Cost
Reimbursement under their Strategic Exploration Alliance
Thunder Bay, ON, October 15, 2021 – Benton Resources Inc. (“Benton”) (TSXV: BEX)
and Sokoman Minerals Corp. (“Sokoman”) (TSXV: SIC) (OTCQB: SICNF) (jointly, ”the
Companies” or singularly a “Joint Venture Party") are pleased to announce that they have entered
into mutual participation agreements (the “Participation Agreements”) that govern cost
reimbursement between the Companies relating to certain option agreements entered into by
each of Benton and Sokoman on behalf of their strategic exploration alliance announced on May
20, 2021. Pursuant to the strategic alliance the Companies agreed to share, on a 50/50 basis,
exploration costs and costs associated with the exercise of property options entered into by either
party on behalf of the strategic alliance. In cases where one of the Joint Venture Parties enters
into an option agreement that requires shares to be issued to a third party optionor the other
Joint Venture Party will contribute its 50% of the costs by reimbursing the first company for 50%
of the option payments. Where common shares are required to be issued as part of the option
payments in order to ensure that the costs are equally divided the monetary value of such shares
will be calculated and the Joint Venture Party that did not enter into the option agreement will
issue such number of shares to the Joint Venture Party that did enter into the option agreement
that have a monetary value equal to 50% of the value of the shares issued by the Joint Venture
Party that has entered into the option agreement.
Sokoman and Benton have on behalf of the strategic alliance, each entered into two property
option agreements that have previously been announced that are being contributed to the
strategic alliance and governed by the Participation Agreements. The Participation Agreements
simply formalize and clarify what cash payments and share issuances are required to be made by
the Joint Venture Party that did not directly enter into a particular option agreement in order to
reimburse the Joint Venture Party that did enter into the option agreement.
1. Benton Participation Agreement
a) Sokoman entered into an option agreement that provides it with the right to acquire a
100% interest in a mineral license consisting of seven mineral claims (the “Lewis Option”)
lying within the Grey River Gold Property. In order to exercise the Lewis Option Sokoman
is required to make four cash payments of $10,000 each by June 15, 2024, and issue four
tranches of shares of 50,000 each by June 15, 2024 (see Sokoman news release dated
July 13, 2021). In accordance with the terms of the Benton Participation Agreement in
order to contribute its 50% of the costs of the Lewis Option Benton will, to the extent that
Sokoman continues to exercise the Lewis Option, reimburse Sokoman by: a) paying to
Sokoman 50% of the cash payments made by Sokoman to exercise the Lewis Option
($20,000); and b) issuing to Sokoman such number of shares of Benton having a value
equal to 50% of the value of each tranche of shares Sokoman issues to exercise the Lewis
Option (292,208 Benton shares - 100,000 Sokoman shares at a floor price of $0.45 =
$45,000 / $0.154 floor price for Benton shares).
b) Sokoman entered into an option agreement that provides it with the right to acquire a
100% interest (subject to a 1.5% NSR, two-thirds of which may be purchased for $1
million) in three licenses consisting of four mineral claims (the “G2B Option”) lying within
the Grey River Gold Property. In order to exercise the G2B Option Sokoman is required to
make three annual cash payments of $10,000 each and issue three tranches of shares of
50,000 each (see Sokoman news release dated July 13, 2021). In accordance with the
terms of the Benton Participation Agreement in order to contribute its 50% of the costs
of the G2B Option Benton will, to the extent that Sokoman continues to exercise the G2B
Option, reimburse Sokoman by: a) paying to Sokoman 50% of the cash payments made
by Sokoman to exercise the G2B Option ($15,000); and b) issuing to Sokoman such
number of shares of Benton having a value equal to 50% of the value of each tranche of
shares Sokoman issues to exercise the G2B Option (219,156 Benton shares – 75,000
Sokoman shares at a floor price of $0.45 = $33,750 / $0.154 floor price for Benton shares).
2. Sokoman Participation Agreement
a) Benton entered into an option agreement that provides it with the right to acquire a 100%
interest (subject to a 2% NSR, half of which may be purchased for $1 million) in eleven
mineral claims (the “Keats Option”) at the Kepenkeck gold project. In order to exercise
the Keats Option Benton is required to make the following cash payments and issue the
following shares: (i) an initial $10,000 and issue 200,000 shares; (ii) on the first
anniversary $20,000 and issue 200,000 shares; (iii) on the second anniversary $20,000
and issue 200,000 shares; and (iv) on the third anniversary $40,000 and issue 400,000
shares (see Benton news release dated May 6, 2021). In accordance with the terms of
the Sokoman Participation Agreement in order to contribute its 50% of the costs of the
Keats Option Sokoman will, to the extent that Benton continues to exercise the Keats
Option, reimburse Benton by: a) paying to Benton 50% of the cash payments made by
Benton to exercise the Keats Option ($45,000); and b) issuing to Benton such number of
shares of Sokoman having a value equal to 50% of the value of each tranche of shares
Benton issues to exercise the Keats Option (171,111 Sokoman shares – 500,000 Benton
shares at a floor price of $0.154 = $77,000 / $0.45 floor price for Sokoman shares).
b) Benton entered into an option agreement that provides it with the right to acquire a 100%
interest (subject to a 2% NSR, one-half of which may be purchased for $1 million) in two
licenses consisting of thirty mineral claims at Larry’s Pond (the “Rogers Option”). In order
to exercise the Rogers Option Benton is required to make the following cash payments
and issue the following shares: (i) an initial $10,000 and issue 50,000 shares; (ii) on the
first anniversary $10,000 and issue 50,000 shares; (iii) on the second anniversary $10,000
and issue 50,000 shares; and (iv) on the third anniversary $30,000 and issue 50,000
shares (see Benton news release dated June 29, 2021). In accordance with the terms of
the Sokoman Participation Agreement in order to contribute its 50% of the costs of the
Rogers Option Sokoman will, to the extent that Benton continues to exercise the Rogers
Option, reimburse Benton by: a) paying to Benton 50% of the cash payments made by
Benton to exercise the Rogers Option ($30,000); and b) issuing to Benton such number
of shares of Sokoman having a value equal to 50% of the value of each tranche of shares
Benton issues to exercise the Rogers Option (34,222 Sokoman shares - 100,000 Benton
shares at floor price of $0.154 = $15,400 / $0.45 floor price for Sokoman shares).
3. For the purposes of paragraph 1 and 2 above: a) the value of Sokoman shares issued or
to be issued to exercise the Lewis Option, the G2B Option or shares to be issued under
the Sokoman Participation Agreement shall be the share price that is the greater of $0.45
and the 20-day volume weighted average price (the “VWAP”) of Sokoman shares prior to
the day the Sokoman shares are issued, and b) the value of Benton shares to be issued
to exercise the Keats Option, the Rogers Option or shares to be issued under the Benton
Participation Agreement shall be the share price that is the greater of $0.154 and the 20-
day VWAP of Benton shares prior to the day that Benton shares are issued.
About Benton Resources Inc.
Benton Resources is a well-funded Canadian-based project generator with a diversified property
portfolio in Gold, Silver, Nickel, Copper, and Platinum group elements. Benton holds multiple high-
grade projects available for option that can be viewed on the company's website. Parties
interested in seeking more information about properties available for option can contact Mr.
Stares directly.
About Sokoman Minerals Corp.
Sokoman Minerals Corp. is a discovery -oriented company with projects in the province of
Newfoundland and Labrador, Canada. The company’s primary focus is its portfolio of gold
projects: Moosehead, Crippleback Lake (optioned to Trans Canada Gold Corp.) and East Alder
(optioned to Canterra Minerals Corporation) along the Central Newfoundland Gold Belt, and the
recently acquired district-scale Fleur de Lys project in northwestern Newfoundland, that is
targeting Dalradian-type orogenic gold mineralization similar to the Curraghinalt and Cavanacaw
deposits in Northern Ireland, and Cononish in Scotland. The company also recently entered into
a strategic alliance with Benton Resources Inc. through three large-scale joint-venture properties
including Grey River, Golden Hope and Kepenkeck in Newfoundland. Sokoman now controls
independently and through the Benton alliance over 150,000 hectares (>6,000 claims) of land,
making the company one of the largest landholders in Newfoundland, Canada’s newest and
rapidly emerging gold districts. The company also retains an interest in an early -stage
antimony/gold project (Startrek) in Newfoundland, optioned to White Metal Resources Inc., and
in Labrador, the company has a 100% interest in the Iron Horse (Fe) project that has Direct
Shipping Ore (DSO) potential.
CHF Capital Markets
Cathy Hume, CEO
Phone: 416-868-1079 x 251
Email: [email protected]
Benton Resources Inc.
Stephen Stares, President & CEO
Phone: 807-475-7474
Email: [email protected]
Sokoman Minerals Corp.
Timothy Froude, P.Geo., President & CEO
Phone: 709-765-1726
Email: [email protected]
Website: www.bentonresources.ca, www.sokomanmineralscorp.com
Twitter: @BentonResources, @SokomanMinerals
Facebook: @BentonResourcesBEX, @SokomanMinerals
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 state ments of historical fact and may be "forward -looking
statements."
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from
those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing
on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated
with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation
and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty
of profitability; risks and uncertainties relating to the interpretation of drill result s, the geology, grade and continuity of mineral
deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs a nd
expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will
not be consistent with the Companies’ expectations; risks related to gold price and other commodity price fluctuations; and other
risks and uncertainties related to the Companies’ prospects, properties and business detailed elsewhere in the Companies’ disclosure
record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, ac tual
results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue
certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Companies do
not assume any obligation to update or revise them to refl ect new events or circumstances. Actual events or results could differ
materially from the Companies’ expectations or projections.