Benton Resources Inc. (BEX) Unveils Spin-Off of Great Burnt Copper-Gold Project to Shareholders

Benton’s Strategic Spin-Off Initiative

Benton Resources Inc. has entered into a letter agreement with Silverback Metals Corp. to establish Spinco, a new public company that will hold multiple mineral assets, including the Great Burnt Project. This strategic move is designed to sharpen focus on developing the Great Burnt Project and provide shareholders with a pro rata distribution of Spinco shares as a capital return. The creation of Spinco forms part of Benton's broader strategy to enhance shareholder value.

Dated July 24, 2026, the letter agreement marks a pivotal step for Benton to streamline operations and concentrate on core assets. By spinning off the Great Burnt Project, Benton aims to form a well-capitalized entity capable of accelerating exploration and development, thus potentially increasing shareholder returns.

Experienced Leadership for Spinco

Spinco will be managed by a seasoned team from Silverback Metals, featuring Vincent Dubé-Bourgeois as Executive Chairman and Chris Arsenault, P.Geo., as CEO. Arsenault brings extensive expertise in overseeing exploration programs across regions including Newfoundland and Labrador, with a strong track record in advancing mineral projects.

Additionally, mining veteran Denis Laviolette will serve as a strategic advisor, further strengthening Spinco's leadership and enhancing its prospects for successful project development.

Funding and Financial Structure

Concurrent with the spin-off, a private placement will raise $10 million to fund Spinco's exploration activities, particularly focusing on the Great Burnt Project. This capital injection is expected to significantly enhance Spinco's operational capabilities.

Post spin-off, Benton shareholders will collectively hold a 45% stake in Spinco, while Benton retains a 5% ownership interest and a 1% uncapped Net Smelter Return (NSR) royalty on the Great Burnt property. This structure ensures Benton continues to benefit from the project's success following the spin-off.

Shareholder Approval and Regulatory Compliance

The spin-off completion depends on several conditions, including shareholder approval at a meeting scheduled for mid-October 2026, requiring a special resolution passed by at least 66 2/3% of Benton’s shareholders. Approvals from the Supreme Court of British Columbia and the TSX Venture Exchange are also necessary.

Benton intends to execute the spin-off via a statutory plan of arrangement under the Business Corporations Act (British Columbia), mirroring the structured approach used for the 2025 Vinland spin-off, ensuring a regulated and orderly process.

Future Direction for Benton

Following the spin-off, Benton will focus on its diverse Canadian mineral portfolio, including advancing the Dominion Copper-Zinc-Gold project and the Victoria West Gold Project, while pursuing new prospective properties. This strategic focus is expected to bolster Benton's long-term growth potential.

Separating the Great Burnt Project into Spinco allows Benton to streamline operations and concentrate resources on its core assets, potentially improving operational efficiency and shareholder value by reducing management distractions.

Market Position and Competitive Edge

The Great Burnt Project, now under Spinco's control, is located in a mineral-rich region known for copper and gold potential. This advantageous positioning, combined with Spinco’s experienced management team, is expected to provide a competitive advantage in attracting investment and advancing exploration.

The $10 million concurrent financing equips Spinco to aggressively pursue exploration opportunities, signaling a strong commitment to developing high-quality mining projects within a competitive industry landscape.

Overview of the Great Burnt Project

The Great Burnt Project is a copper-gold exploration asset identified by Benton as having considerable development potential. The spin-off into Spinco underscores Benton's confidence in the project’s value and growth prospects. Spinco plans to leverage the raised capital to drive exploration and development efforts.

Although specific operational metrics were not disclosed, the anticipated $15 million valuation based on the financing highlights strong optimism about the project’s future. Investors are advised to monitor Spinco’s progress closely as exploration advances.

Next Steps for Shareholders and Investors

Benton shareholders are encouraged to attend the upcoming meeting to vote on the proposed spin-off. The decision will be critical in shaping the company’s future structure and the potential benefits of the spin-off. An information circular detailing the transaction will be distributed to shareholders in September 2026.

Investors should also track the progress of the private placement and Spinco’s subsequent funding, as these steps are vital for initiating exploration activities and realizing the Great Burnt Project’s potential.