Benton Resources Inc. Spins-out Shares of Vinland Lithium Inc.

Rhea-AI Summary

Benton Resources (TSXV: BEX) has received shareholder approval to spin out approximately 2 million of its 4 million common shares of Vinland Lithium Inc. to its shareholders. The spin-out, approved at the March 21, 2025 annual meeting, will distribute shares at a ratio of approximately 50 Vinland shares per 5,000 Benton shares.

Vinland Lithium, which holds the Killick Lithium Project, is currently owned by Benton (40%), Sokoman Minerals (40%), and Piedmont Lithium Newfoundland Holdings (20%). The distribution is expected to occur around April 30, 2025. Notably, Piedmont has invested CAD$2.0M at CAD$1.00 per share and has the option to earn up to 62.5% direct interest in Killick Lithium by spending CAD$12.0M in exploration and development.

Upon Piedmont completing all earn-in options, they will have paid Benton and Sokoman CAD$10.0M in Piedmont Lithium shares. Benton and Sokoman will collectively retain a 2% NSR on the Killick project.

Positive

• Piedmont Lithium committed to invest CAD$12.0M in exploration and development
• Additional CAD$10.0M in Piedmont Lithium shares upon completing earn-in options
• 2% NSR royalty retained by Benton and Sokoman
• Strategic partnership with major North American lithium company Piedmont

Negative

• Shareholders with less than 5,000 shares will not receive Vinland shares
• Significant ownership dilution as Piedmont can earn up to 62.5% project interest

Thunder Bay, Ontario--(Newsfile Corp. - April 21, 2025) - Benton Resources Inc. (TSXV: BEX) ("Benton" or the "Company") announces that at its annual shareholder meeting held March 21, 2025 Benton shareholders approved a special resolution (two-thirds of votes cast) to reorganize Benton's share capital to facilitate a spin-out to shareholders of approximately 2 million of Benton's 4 million common shares of Vinland Lithium Inc. ("Vinland"). Vinland holds the Killick lithium project and is currently owned by Benton (40%), Sokoman Minerals Corp. (40%) and Piedmont Lithium Newfoundland Holdings LLC (Piedmont") a wholly owned subsidiary of NASDAQ listed Piedmont Lithium Inc. (20%). Sokoman shareholders concurrently approved a similar 2 million share spin-out. The TSX Venture Exchange has now approved the listing of the approximately 10 million issued shares of Vinland of which approximately 40% will be in the hands of Benton and Sokoman shareholders.

The spin-outs are substantially pro rata to Benton and Sokoman shareholders. The exchange ratio is approximately 50 Vinland shares per 5,000 Benton shares. Accounts holding less than 5,000 Benton shares (having an approximate $375 market value) will not receive Vinland shares as the immediate and ongoing administration and compliance costs for very small odd-lot Vinland shareholders would be prohibitive.

The Company expects the distribution of the Vinland Shares to its shareholders to occur on or around April 30, 2025.

Some of the key points for shareholders are as follows:

• The Killick Lithium Project holds excellent discovery potential in a newly discovered lithium belt

• Piedmont, a wholly owned subsidiary of NASDAQ listed Piedmont Lithium Inc., completed a 2023 financing in Vinland of CAD$2.0M @ CAD$1.00 per share to hold 19.9%

• Piedmont Lithium Inc.is one of North America's leading lithium companies

• Newfoundland is ranked as one of the top jurisdictions to explore and develop mineral potential

• Piedmont Lithium Inc. has vast technical and geological knowledge in similar geology to that of Kraken pegmatites

• Vinland holds indirectly, through its subsidiary Killick Lithium Inc., a 100% interest in the Killick Lithium Project

• Piedmont will have the option to earn up to a 62.5% direct interest in Killick Lithium Inc. by spending CAD$12.0M in exploration and development during the period of the option

• Upon Piedmont completing all earn-in options Piedmont/Piedmont Lithium Inc. will have paid Benton and Sokoman a total of CAD$10.0M in Piedmont Lithium Inc. shares in addition to having funded all the Vinland exploration and development costs

• Benton and Sokoman to collectively retain a 2% NSR on the Killick project

Full details of the spin-out and the other annual matters are contained in a management information circular dated February 4, 2025 and filed under the Company's profile on sedarplus.ca.

About Benton Resources Inc.

Benton Resources is a well-financed mineral exploration company listed on the TSX Venture Exchange under the symbol BEX. Benton has a diversified, highly prospective property portfolio and holds large equity positions in other mining companies that are advancing high-quality assets. Whenever possible, BEX retains net smelter return (NSR) royalties with the potential for long-term cash flow.

Benton is focused on advancing its high-grade Copper-Gold Great Burnt Project in central Newfoundland, which has a Mineral Resource estimate of 667,000 tonnes @ 3.21% Cu Indicated and 482,000 @ 2.35% Cu Inferred. The Project has an excellent geological setting covering 25km of strike and boasts six known Cu-Au-Ag zones over 15km that are all open for expansion. Further potential for discovery is excellent given the extensive number of untested geophysical targets and Cu-Au soil anomalies. Phase 1 and 2 drill programs returned impressive results including 25.42 m of 5.51% Cu, including 9.78 m of 8.31% Cu, and 1.00 m of 12.70% Cu.

On behalf of the Board of Directors of Benton Resources Inc.,

"Stephen Stares"

Stephen Stares, President

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: 807-474-9020
Email: sstares@bentonresources.ca

Nick Konkin, Investor Relations
Phone: 647-249-9298 ext. 322
Email: nick@grovecorp.ca

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."

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; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249126

FAQ

What is the exchange ratio for Benton Resources' Vinland Lithium share spin-out?

Shareholders will receive approximately 50 Vinland shares for every 5,000 Benton shares held.

When will Benton Resources distribute Vinland Lithium shares to shareholders?

The distribution is expected to occur on or around April 30, 2025.

What is Piedmont's investment and earn-in option in the Killick Lithium Project?

Piedmont invested CAD$2.0M at CAD$1.00 per share for 19.9% ownership and can earn up to 62.5% interest by spending CAD$12.0M in exploration and development.

What royalty will Benton and Sokoman retain in the Killick Lithium Project?

Benton and Sokoman will collectively retain a 2% NSR (Net Smelter Return) royalty on the Killick project.