Benton Plans to Spin Out Great Burnt Copper-Gold Project to Shareholders for $15.0 M Valuation in Conjunction with Concurrent $10.0 M Financing

Benton Resources Inc. (BEX) has entered into a letter agreement with Silverback Metals Corp. to spin out its Great Burnt Project into a new public company, referred to as Spinco, through a statutory plan of arrangement. The transaction includes a concurrent private placement in which Spinco will raise $10 million in exchange for 33.3% equity, providing immediate exploration funding and implying a $15 million imputed value for the Great Burnt Project.

Upon closing, Benton shareholders will receive a pro rata distribution of Spinco shares representing a direct 45% stake. Benton will retain a 5% equity stake and a 1% uncapped Net Smelter Return (NSR) royalty on certain claims, half of which can be repurchased by Spinco for $1 million. Spinco will be led by Silverback’s management team, with Vincent Dubé-Bourgeois serving as Executive Chairman and Chris Arsenault as CEO, while Denis Laviolette will act as a strategic advisor.

The transaction requires shareholder approval, with a meeting targeted for mid-October 2026, as well as approval from the Supreme Court of British Columbia and the TSX-V. Closing is targeted for November 2026, contingent on the completion of the $10 million financing. Additionally, holders of Benton convertible securities, including options and warrants, will have their exercise prices adjusted downwards to reflect the distribution.

Benton Resources Inc. (BEX) has announced a corporate restructuring that separates its Great Burnt project into a new entity, providing immediate financing and allowing shareholders to hold a direct stake in the asset. The transaction involves a $10 million financing round for Great Burnt, which does not dilute Benton’s existing shares or require direct funding from the parent company. Shareholders will receive a tradable stake in the newly financed vehicle, while Benton retains a 5% equity interest and a 1% uncapped net smelter return (NSR) on the project.

The $15 million valuation for Great Burnt is based on the $10 million financing for a 33% stake in the spin-out company. This structure allows Benton to redirect its focus to other projects, including Dominion Lake, Stoney Caldera, Victoria West, and a hydrogen/helium joint venture, while a dedicated management team from Silverback assumes operational responsibility for Great Burnt. Benton also holds the option to partially buy back the 1% NSR for $1 million.

The Great Burnt resource is currently defined as Indicated 667,000 tonnes at 3.21% copper and Inferred 482,000 tonnes at 2.35% copper. The transaction is contingent on multiple approvals and the completion of the $10 million financing; failure to secure these could result in the deal falling through.

Benton Resources Inc. is a junior mineral exploration company focused on Newfoundland, Canada. Its flagship asset is the Great Burnt copper-gold project, which hosts a NI 43-101 Indicated resource of 667,000 t @ 3.21% Cu and an Inferred resource of 482,000 t @ 2.35% Cu. The project also includes the South Pond gold-copper zone, with an Indicated resource of 214,000 t @ 1.21 g/t Au, 1.26% Cu and an Inferred resource of 145,000 t @ 1.02 g/t Au, 1.07% Cu. Benton had been actively drilling these zones, reporting high-grade intercepts such as 25.42 m @ 5.51% Cu.

Following the spin-out, Benton will retain additional exploration properties, including Dominion Lake, Stoney Caldera, and Victoria West. The company also holds a 50/50 hydrogen/helium joint venture with Metals Creek Resources and equity stakes in other juniors, such as Clean Air Metals.