Benton and Regency Execute Definitive Agreement on Escape Lake and TBN Project and Provide Update on Regency's Progress

Thunder Bay, Ontario--(Newsfile Corp. - January 10, 2020) - Benton Resources Inc. (TSXV: BEX) ('Benton' or 'the Company') and Regency Gold Corp. ("Regency") (NEX:RAU.H) are pleased to announce that they have signed a definitive agreement (the "Definitive Agreement") whereby Regency has acquired an option (the "Option") to acquire a 100% right, title and interest in the Escape Lake Property (the "Escape Lake Property"), subject to a 1.0% net smelter return royalty to be retained by Rio Tinto Exploration Canada Inc. ("RTEC"), from Benton with such Option to be conditional on Benton exercising its pre-existing option to acquire the Escape Lake Property from RTEC under a pre-existing agreement with RTEC (the "RTEC Agreement"). Benton also assigned to Regency its rights under a letter of intent previously entered into with Panoramic Resources Inc. ("PAN") pursuant to which Benton acquired the right to acquire 100% of PAN's subsidiary Panoramic PGM (Canada) Ltd. (the "PAN Subsidiary") which owns the Thunder Bay North Project ( the "TBN Project").

Proposed Transaction

Upon closing, Regency will have the right to exercise the Option by completing the following:

  • Issuing to Benton an aggregate of 24,615,384 common shares (the "Regency Consideration Shares") on the following basis: a) on closing that number of Regency Consideration Shares that represents no more than 19.9% of the number of Regency commons shares then outstanding; and b) the remainder of the Regency Consideration Shares at such time as they can be issued without Benton holding more than 19.9% of the issued capital of Regency;
  • Fulfilling the remaining terms of the RTEC Agreement that Benton has with RTEC on the Escape Lake Property;
  • Entering into and fulfilling the terms of a formal binding purchase and sale agreement with PAN (the "PAN Agreement") for the acquisition of the PAN Subsidiary including the payment to PAN of a deposit of $250,000 as a down payment to PAN; and
  • Issuing 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 that a net smelter royalty has not previously been granted.

The RTEC Agreement

Under the Definitive Agreement , Regency will be granted the Option to acquire a 100% ownership interest in the Escape Lake Property, subject to a 1% net smelter return royalty to be retained by RTEC. Regency's Option shall be conditional on Benton exercising its pre-existing option to acquire the Escape Lake Property from RTEC. In order to exercise the Option, Regency will also be required to assume the obligations that would otherwise be required to be fulfilled by Benton under the RTEC Agreement over a three year period which are as follows:

  • an initial C$3 million payment which was due to RTEC on closing of the RTEC Agreement and which was paid by Benton at that time. As reimbursement for the $3 million paid by Benton Regency will be required to issue the Regency Consideration Shares to Benton which will be subject to a four month hold period from the date of issuance;
  • C$1 million to RTEC on the first anniversary of the signing of the RTEC Agreement;
  • C$1 million to RTEC on the second anniversary of the signing of the RTEC Agreement; and
  • C$1 million to RTEC on the third anniversary of the signing of the RTEC Agreement.

The PAN Agreement

Under the Pan Agreement, Regency will have the right to acquire a 100% ownership interest in the PAN Subsidiary that holds the TBN Project in exchange for payment of CAD$9 million to PAN over a three-year period, as follows:

  • C$4.5 million due on closing of the PAN Agreement to be paid by Regency to PAN;
  • C$1.5 million on the first anniversary of the closing of the PAN Agreement;
  • C$1.5 million on the second anniversary of the closing of the PAN Agreement; and
  • C$1.5 million on the third anniversary of the closing of the PAN Agreement.

Regency has also acquired Benton's right to make an initial deposit payment of $250,000 to PAN (which will be credited to the $9 million purchase price) by January 31, 2020 which will extend the proposed closing of the PAN Agreement and the initial payment of $4.5 million by 60 days. In addition, Regency now has the ability to get up to three additional 30-day extensions by making a $10,000 payment for each extension.

Satisfaction of Conditions to Closing

The closing of the transaction contemplated by the Definitive Agreement is subject to various conditions precedent as follows:

  • All necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third-parties having been obtained, including but not limited to the approval of the TSXV;
  • Regency having completed a financing of a minimum of $7.5 million at a priceof $0.15 or greater;
  • The representations and warranties of the parties in the Definitive Agreement remaining accurate at and as of the closing date;
  • Regency having entered into the PAN Agreement;
  • Regency having paid the CDN$250,000 deposit to PAN; and
  • RTEC having consented to Regency acquiring the Option on the RTEC Agreement

Regency Financing

In connection with the Option Regency has engaged Paradigm Capital Inc. and Sprott Capital Partners LP (the "Agents") to complete a brokered private placement of up to $10 million of subscription receipts (the "Subscription Receipts") on a best efforts agency basis (the "Offering"). The indicative issue price is $0.20 per Subscription Receipt. The definitive issue price of the Subscription Receipts will be determined in the context of the market. The net proceeds of the Offering will be placed in escrow pending satisfaction of certain escrow release conditions which will include the closing of the proposed transaction.

Upon satisfaction of the escrow release conditions prior to 120 days following the closing of the Offering, (the "Escrow Release Deadline") each Subscription Receipt shall entitle the holder thereof to receive, without payment of any additional consideration and subject to adjustment, units of Regency (the "Units"). Each Unit will consist of one common share of the Regency and one-half of one common share purchase warrant (each whole warrant a "Warrant"), with each Warrant entitling the holder thereof to acquire one common share of Regency. The definitive terms of the Warrants shall be determined in the context of the market. In the event the escrow release conditions are not satisfied by the Escrow Release Deadline, the proceeds will be returned to the holders of the Subscription Receipts.

Reactivation

Regency has been inactive for more than one year, when it ceased its involvement in the life sciences and pharmaceutical sector. Regency's shares are now listed on the NEX Board of the TSXV (the "NEX Board") under the symbol RAU.H. The transaction will result in the reactivation of Regency under the TSXV polices and will require a change of business of Regency to the mining sector (the "Change of Business"). The Regency Shares are currently halted in connection with this announcement and will remain halted pending completion of the reactivation or until such earlier date as the TSXV and Regency determine the halt is no longer required. Once reactivated, Regency intends to transfer its listing from the NEX Board to the TSXV. Regency has also applied for Change of Name of the Company to "Clean Air Metals Inc.", with ticker symbol "AIR" on the TSXV.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/51316

info