Benton Resources closes $305K FT private placement

News Release

Benton Increases and Closes Previously Announced Non-Brokered Flow-Through Private Placement Financing

Thunder Bay, Ontario–(Newsfile Corp. – November 1, 2017) – Benton Resources Inc. (TSXV: BEX) (“Benton” or the “Company”) announces that further to its news release dated October 17, 2017, it has increased the flow-through private placement from $300,000 to $305,000. In addition, the Company is pleased to announce that it has submitted documents to the TSX Venture Exchange (the “Exchange”) for approval of the non-brokered flow-through private placement for gross proceeds of $305,000, consisting of 3,812,500 flow through units (“FT Units”) at a price of $0.08 per FT Unit. Each FT Unit includes one (1) full Common Share Purchase Warrant exercisable at $0.25 for 12 months from the date of issuance

The placement is subject to final acceptance of the TSX Venture Exchange.

All securities issued in the placement are subject to a four-month hold period. The proceeds raised from the FT Units will be used to advance the Company’s Bedivere gold project located in northwestern Ontario and other Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)), with the company using its best efforts to ensure that such Canadian exploration expenses qualify as a flow-through mining expenditure for purposes of the Income Tax Act (Canada), related to the exploration of the company’s exploration projects.

The financing was effected with three insiders of the Company subscribing for 275,000 FT Units on completion of the private placement, for aggregate subscription proceeds of $22,000, 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, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. 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 Flow-Through 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. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.

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

“Stephen Stares”

Stephen Stares, President


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.”

For further information contact Stephen Stares @:

684 Squier Street,
Thunder Bay, ON P7B 4A8
Phone (807)475-7474
Fax (807)475-7200