Clean Air Metals Completes Reverse Takeover Transaction and Issues 24.6 Million Shares to Benton
Thunder Bay, May 15, 2020 - Benton Resources Inc. (TSXV: BEX) ('Benton' or 'the Company') is pleased to announce that Clean Air Metals Inc. ("Clean Air") (formerly Regency Gold Corp.) has completed its previously announced reverse takeover transaction pursuant to the policies of the TSX Venture Exchange. In connection with the completion of the Transaction, Clean Air filed a filing statement dated May 5, 2020 (the "Filing Statement") in support of its application to the TSXV to become a "Mining Issuer" (as that term is defined in the policies of the TSXV).
Stephen Stares, president and CEO of Benton stated, "First and foremost the Benton team would like to congratulate Clean Air Metals on this significant milestone. Benton is a proud shareholder of Clean Air and is extremely excited that their first phase drill program will commence soon. Benton is hopeful that its significant investment in Clean Air will provide shareholder value in the future as the project is advanced by this dynamic team of explorers and developers."
The Transaction
Pursuant to the terms of the definitive option agreement dated January 6, 2020, as amended January 27, 2020 (collectively, the "Option Agreement") entered into between the Company and Clean Air, Clean Air has now completed the acquisition of an option (the "Option") to acquire a 100% right, title and interest in and to the Escape Lake Property.
Pursuant to the terms of a definitive share purchase agreement dated January 6, 2020 (the "Pan Agreement") entered into between Clean Air and Magma Metals PTY Ltd. ("Magma"), Clean Air has now completed the acquisition of 100% of Panoramic Resources Ltd.'s indirect subsidiary, Panoramic PGMs (Canada) Ltd. ("Pan Subsidiary"), which owns the Thunder Bay North Project (the "TBN Project"). Pan Subsidiary is now a wholly-owned subsidiary of Clean Air. In consideration of the acquisition of Pan Subsidiary, Clean Air agreed to pay to Magma, over a three-year period, an aggregate of C$9 million, C$4.5 million of which was paid on closing of the Transaction.
In connection with the acquisition of the Option and the completion of the Transaction, and in accordance with the terms and conditions of the Option Agreement, Clean Air, among other things: (i) granted to Benton a 0.5% net smelter return royalty from production on the Escape Lake Property and a 0.5% net smelter return royalty from production on any mineral claims comprising the TBN Project over which a net smelter royalty has not previously been granted; and (ii) issued to Benton an aggregate of 24,615,884 common shares (the "Consideration Shares") in the capital of Clean Air.
Clean Air Metals Financing
In connection with the Transaction, Clean Air completed a private placement of subscription receipts (each, a "Subscription Receipt") on February 11, 2020, led by Paradigm Capital Inc. and Sprott Capital Partners LP (the "Co-Lead Agents") on behalf of a syndicate of agents, including Red Cloud Securities and Mackie Research Capital Corporation (together with the Co-Lead Agents, the "Agents") pursuant to which Clean Air issued an aggregate of 75,000,000 Subscription Receipts for gross proceeds of $15,000,000 (the "Offering").
The gross proceeds were held in escrow on behalf of the subscribers for the Subscription Receipts by Computershare Trust Company of Canada. As part of the completion of the Transaction, Clean Air and the Co-Agents delivered a joint notice to the Escrow Agent on May 13, 2020 confirming satisfaction of the applicable escrow release conditions, at which time each Subscription Receipt was automatically converted into one unit (a "Unit") of Clean Air, and the Escrowed Proceeds were released to Clean Air. Each Unit is comprised of one common share of Clean Air (each, a "Unit Share") and one-half of one common share purchase warrant of Clean Air (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable by the holder thereof for one common share of Clean Air (each, a "Warrant Share") until February 11, 2022 at an exercise price of $0.30 per Warrant Share, subject to adjustments in certain events.
The net proceeds of the Offering were and will be used to fund the cash portion of the consideration payable to Magma in respect of the acquisition of the TBN Project, to fund drilling for the TBN Property, and for general corporate purposes.
The securities issued upon conversion of the Subscription Receipts are subject to a statutory hold period until June 12, 2020, in accordance with applicable securities laws.
TSXV Approval and Resumption of Trading
Trading in the common shares of Clean Air was previously halted on October 15, 2019 at the request of Clean Air in connection with the announcement of the Transaction. The Transaction remains subject to final approval by the TSXV and fulfillment of all of the requirements of the TSXV in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the TSXV in its conditional acceptance letter and payment of all outstanding fees to the TSXV. Until final approval of the TSXV is obtained and a Final Exchange Bulletin is issued, trading in the common shares of Clean Air will remain halted; however it is expected that trading will resume on or about May 22, 2020. Upon resumption of trading, the common shares of Clean Air will trade under the symbol "AIR" and Clean Air will be listed as a Tier 2 Mining Issuer.
Benton encourages readers to visit the Clean Air Metals Inc. website for complete company information at www.cleanairmetals.ca.
On behalf of the Board of Directors of Benton Resources Inc.,
"Stephen Stares"
Stephen Stares, President
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 which can be viewed on the Company's website. Many projects have an up-to-date 43-101 Report available.
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: 807-475-7474
Email: sstares@bentonresources.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; 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 results, 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 and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual 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 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.
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