Benton Resources Inks Definitive Agreement to Finance and Spinout Great Burnt Project as Anchor Metals Corp.

Benton Resources Inc. (BEX) has signed a definitive arrangement agreement dated November 4, 2026, with Silverback Metals Corp. and its wholly owned subsidiary Anchor Metals Corp. ("Spinco"). This contract formalizes the Great Burnt spin-out previously announced in a July 24/27, 2026 letter agreement, marking the transition from a disclosed plan to the contractual stage of the transaction.

Under the terms of the deal, Benton transfers its Great Burnt Copper-Gold Project in Newfoundland and Labrador to Spinco in exchange for 50,000,000 Spinco shares. The project is held through a joint venture in which Benton has earned approximately 76% of the interest. The joint venture partner has acknowledged it will not participate further, allowing Spinco to earn to 100% ownership by continuing programs that dilute the partner. Benton retains a 1.0% net smelter return (NSR) on applicable properties not otherwise subject to existing royalties, with Spinco holding the option to buy back 0.5% for US$1,000,000. The project carries other third-party royalties. Concurrently, Silverback is completing a financing of $10.0M–$10.7M, which will be escrowed until closing, after which Spinco and Silverback will amalgamate under the BCBCA.

Immediately prior to distribution, the ownership structure of Spinco comprises 50,000,000 shares (50.00%) held by Benton Resources, 33,333,333 shares (33.33%) held by concurrent financing investors, and 16,666,667 shares (16.67%) held by existing Silverback shareholders, totaling 100,000,000 shares. This structure implies a $0.30/share deal price for the placement and a $30M post-money implied value for Spinco, with Benton’s 50% stake equating to the previously quoted $15.0M imputed value for Great Burnt.

Spinco shares will be distributed pro rata to Benton shareholders on an approximate 1 Spinco share per 7.5 Benton shares, resulting in roughly 40 million Spinco shares (40% of Spinco) being distributed. The final ratio will be fixed at closing. Accounts receiving fewer than 500 Spinco shares, corresponding to holders with below approximately 3,750 BEX shares, are excluded from this distribution. A further approximately 10 million Spinco shares, representing about 20% of Benton’s 50 million share allocation, will go into a designated pool for the holders of approximately 80 million Benton warrants. These will be distributed pro rata on exercise, with each Benton warrant exercisable for 1 Benton share plus approximately 0.135 Spinco share. Unclaimed pool shares will return to Benton as warrants lapse. If every designated warrant is exercised, Benton will receive approximately $8.3M in exercise proceeds but will hold no Spinco shares. Canadian holders will receive the distribution as an income tax-deferred return of capital, and Benton option exercise prices will be adjusted down, subject to TSXV acceptance.

Spinco will be led by Silverback’s team, including Executive Chairman Vincent Dubé-Bourgeois and CEO Chris Arsenault, P.Geo., advised by Denis Laviolette. The transaction is subject to several conditions, including two-thirds approval by both Benton and Silverback shareholders, interim and final orders from the Supreme Court of British Columbia, TSXV approval of the arrangement and a conditional listing for Spinco, and completion of the Silverback financings. A joint information circular is expected approximately 30 days before the meetings. Silverback is to use commercially reasonable efforts to obtain conditional listing approval by January 15, 2027, with completion targeted for Q1 2027 and an outside date of March 31, 2027. Benton states it expects to receive a fairness opinion, though it has not yet been delivered. Post-spinout, Benton will focus on its Dominion (Cu-Zn-Au), Victoria West (gold), Stoney Caldera (Cu-Au), and west-coast hydrogen/helium projects.

The timeline for the transaction has slipped compared to earlier expectations. A July 27, 2026 target had set a circular mailing for September 2026, a special meeting for mid-October 2026, and a closing for November 2026. With the definitive agreement signed in November and the circular not yet filed, the closing is now projected for Q1 2027, a delay of roughly one quarter. Additionally, while July communications described Benton shareholders collectively owning 45% of Spinco with Benton retaining 5%, the current structure keeps Benton at 50%, distributes 40% to holders, and earmarks approximately 10% for the warrant pool. The retained royalty is now expressly limited to ground not already encumbered by third-party royalties, a narrower scope than a clean 1% on the whole project.

Benton Resources Inc. (BEX) has confirmed the structure of a previously announced transaction, moving from a letter agreement to a definitive contract. The company first disclosed the general shape of the deal on July 27, 2026, and subsequently reaffirmed key details, including a $15.0 million value backed by a $10.0 million financing. The new agreement establishes an enforceable contract with named conditions, a fixed ownership table, an exchange ratio of approximately 1:7.5, and a warrant-pool mechanism.

The definitive agreement specifies a 50/33.33/16.67 ownership split and a 100 million share count. The distribution ratio is approximately 1-for-7.5, with a cutoff of 500 shares for 3,750 shares. The warrant pool mechanics attach approximately 0.135 Spinco shares to each Benton warrant. Additionally, the deal includes a $1 million buyback on half of the retained NSR.

The transaction is scheduled to list on January 15, 2027, with completion targeted for Q1 2027. This represents a schedule slip from an earlier November 2026 close target. The imputed value to Benton remains $15.0 million, with a financing size of $10–10.7 million. The manager lineup is unchanged, and none of the $10 million+ in financing proceeds will go to Benton's treasury. A fairness opinion is still outstanding, and the royalty scope includes caveats.

The release does not include new financial results. Prior-period context for the three months ended September 30, 2026, shows a net loss of $85,593, cash of $194,226, and temporary investments of $3,285,611, which includes $976,781 restricted for flow-through obligations. The company reported no debt. This release does not alter those financial figures or provide additional funding.

Benton Resources Inc. (TSXV: BEX) is a pre-revenue junior explorer focused on Newfoundland, led by President and CEO Stephen Stares. Stephen House, P.Geo., serves as Vice President of Exploration and Qualified Person, while Darin Wagner, P.Geo., joined as a special technical advisor in February 2026 under a five-year term involving 300,000 options at $0.10.

The company’s portfolio centers on the Great Burnt Cu-Au project, its flagship asset, which is being transferred to Anchor Metals. According to the investor presentation, the project holds NI 43-101 resources of Indicated 667,000 t @ 3.21% Cu (53.2 Mlb Cu) and Inferred 482,000 t @ 2.35% Cu (28.4 Mlb Cu). The South Pond portion of the project carries 214,000 t Indicated @ 1.26% Cu & 1.21 g/t Au (9.9 Mlb CuEq) and 145,000 t Inferred @ 1.07% Cu & 1.02 g/t Au (5.7 Mlb CuEq). Headline drill intercepts include 25.42 m @ 5.51% Cu and 74.20 m @ 1.43 g/t Au. The strike length has been extended from 650 m to 950 m, and a new End Zone VMS system was identified in December 2025.

The Dominion Cu-Zn-Au project serves as the core of the post-spinout portfolio. Assembled from November 2023 via staking, options, and purchases, it is located approximately 14 km south of Buchans and 13 km north of Equinox Gold's Valentine mine, adjacent to Canterra's Daniel's Pond and Bobby's Pond VMS deposits. Surface work has been conducted at Rickirb, which shows a 210 m strike with 5–12 m width and remains open in all directions; Quinlan, a new target from October 2026; and the Bear #3, Trinity, and Ellie prospects. No drilling has been reported on Rickirb or Quinlan despite descriptions of them as "drill-ready."

Other assets include the Victoria West gold project, located along strike west of Valentine within 2 km of Equinox's Frank zone, where Equinox reported 172.8 m @ 2.43 g/t Au. The Stoney Caldera Cu-Au project features the Reid and CEC occurrences, with grab samples returning up to 5.2 g/t Au, 4.41% Cu, and 0.156% Co, though these have never been drill-tested.

In the hydrogen and helium sector, Benton staked six, later seven, projects on the west coast between March and May 2026 in a 50/50 partnership with Metals Creek. These include Smoking Gun (654 units) and Parson's Pond (641 units), as well as Cape St. Gregory, Bond Pond, Bay of Islands, Bay St. George, and the Deer Lake Basin. Soil gas results returned H₂ to 900 ppm and He to 7.7 ppm. The Bay of Islands project has since been optioned out to Brutus Mining.

The company holds roughly $3.0M in equity stakes in associated companies, as per the December 2025 recap. This includes a position in Clean Air Metals, which the MD&A notes was affected by revised resource estimates and a Springbok amalgamation. These holdings drive fair-value swings in the P&L.

Great Burnt's defined resource contains roughly 82 Mlb of copper across both categories, excluding gold. The implied $30M Spinco post-money valuation works out to roughly $0.37 per pound of contained copper for the 667 kt indicated resource, which has no PEA, no reserve, and a 24% non-participating JV partner.