Mr. Stephen Stares reports

BENTON RESOURCES INKS DEFINITIVE AGREEMENT TO FINANCE AND SPINOUT GREAT BURNT PROJECT AS ANCHOR METALS CORP.

Further to the July 24, 2026, news release, Benton Resources Inc. has entered into a definitive arrangement agreement dated Nov. 4, 2026, with Silverback Metals Corp. and Anchor Metals Corp., Benton's wholly owned subsidiary (Spinco), pursuant to which Benton and Silverback have agreed to use Spinco to complete a $10-million-plus financing, business combination and spinout transaction involving Benton's Great Burnt copper-gold project in Newfoundland and Labrador.

Spinco will be a well-financed public mineral exploration company, holding the Great Burnt project together with approximately $10-million cash, and certain other mineral property interests currently held by Silverback. It is a condition of completion that Spinco have obtained a listing on the TSX Venture Exchange. The arrangement will be effected as a court-supervised statutory plan of arrangement under the B.C. Business Corporations Act.

Transaction highlights:

• Great Burnt project spinout: Benton will transfer its interest in the Great Burnt project to Spinco in exchange for 50 million Spinco common shares and will retain a small royalty.
• Significant concurrent financing: Silverback will complete financings of between $10-million and $10.7-million.
• Distribution of 40 per cent of Spinco to Benton shareholders: After Spinco and Silverback merge, Benton will spin out approximately 80 per cent of its Spinco shares (being 40 per cent of all Spinco shares) to Benton shareholders on a pro rata basis provided that no distribution will be made to accounts for fewer than 500 Spinco shares (Benton accounts holding fewer that 3750 Benton shares will not participate in the spinout). The remaining approximately 20 per cent of Spinco shares will be held in a designated pool for the benefit of holders of approximately 80 million outstanding Benton warrants, expiring over the next three years, such Spinco shares to be issued to the warrantholders on exercise of the warrants (each Benton warrant is exercisable for one Benton share plus approximately 0.135 Spinco share). Benton incentive options will have their exercise prices adjusted downward subject to TSX Venture Exchange acceptance.
• Independent public listing: It is a condition of completion that Spinco be approved for listing on the TSX-V. It will later be continued from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

Details of the arrangement

The arrangement will involve a series of steps, including principally the following.

1. Transfer of the Great Burnt project to Spinco

Four mineral licences and one mining lease comprising the Great Burnt project are subject to a joint venture, of which Benton has earned approximately a 76-per-cent interest and in respect to which Benton's joint venture partner has acknowledged that it will not be participating further. Spinco will have the right to earn a 100-per-cent interest in such mineral assets by assuming Benton's rights and by continuing to complete programs which results in dilution of the joint venture partner's interest. Benton is the owner of the other mineral licences and will transfer 100 per cent of its interest in the Great Burnt project to Spinco, subject to existing net smelter return royalties and other royalty interests encumbering certain properties comprising the project in favour of third parties in exchange for 50 million common shares of Spinco.

Benton will retain a 1.0-per-cent net smelter return royalty on the applicable properties comprising the Great Burnt project that are not otherwise subject to existing royalties. Spinco will have the right to purchase one-half of the retained net smelter royalty (being 0.5 per cent) for a one-time cash payment of $1-million.

2. Concurrent financings

Silverback will complete a concurrent financing for aggregate gross proceeds between $10-million and $10.7-million. The proceeds of the concurrent financing will be held in escrow pending satisfaction completion of the arrangement.

3. Ownership and leadership of Anchor Metals Corp (Spinco)

Upon completion of the foregoing transactions and satisfaction of the applicable conditions, Spinco and Silverback will amalgamate under the BCBCA. Immediately following completion of the amalgamation and prior to the Benton spinout distribution, the anticipated ownership of Spinco will be as follows.

Spinco will be led by Silverback's management team, including experienced mining executive Vincent Dube-Bourgeois as executive chairman and exploration geologist Chris Arsenault, PGeo, as chief executive officer. Mr. Arsenault has experience managing grassroots and advanced-stage exploration programs across Newfoundland and Labrador, Yukon, British Columbia, Ontario, and the southwestern United States. The team will be advised by mining executive Denis Laviolette, who brings a wealth of experience in exploration geology and capital markets.

4. Distribution of Spinco shares to Benton shareholders

Following completion of the amalgamation of Silverback and Spinco, Benton will undertake a reorganization of its authorized and issued share capital and distribute an estimated 40 million Spinco common shares to Benton shareholders on a pro rata basis. Those Benton accounts which would receive fewer than 500 Spinco shares (one TSX-V board lot) are excluded as the cost of disposal will approach the expected initial value of the shares. The shares will be issued on an approximate ratio of one Spinco share for each 7.5 Benton shares with the final exchange ratio to be fixed at time of completion. A further announcement of the record date to participate in the spinout will be made at the time which is currently expected in early 2027. The distribution is structured to be completed as an income tax-deferred return of capital for Canadian shareholders of Benton.

In addition, approximately 20 per cent of the Spinco common shares received by Benton (approximately 10 million) will be deposited with a warrant agent and held in a designated pool for the benefit of holders of Benton's outstanding common share purchase warrants. Such shares will be distributed to warrantholders, pro rata, upon the exercise of their respective Benton warrants. Any shares remaining in the pool following the expiry of unexercised Benton warrants will be returned to Benton rateably with expiry of any unexercised warrants. If all designated warrants are exercised, Benton will not retain any Spinco shares but will have received the proceeds from the exercise of these warrants of approximately $8.3-million.

Approvals and conditions to completion

Completion of the arrangement is subject to several conditions, including:

• Approval of the arrangement by the shareholders of Benton and shareholders of Silverback by at least two-thirds of the votes cast at a special meeting of Benton shareholders;
• Receipt of an interim order and final order from the Supreme Court of British Columbia approving the arrangement;
• Receipt TSX-V approval for the arrangement and the distribution of Spinco shares to Benton shareholders;
• Conditional approval of the listing of the Spinco common shares on the TSX-V;
• Completion of the Silverback financing and the concurrent financing; and
• Satisfaction or waiver of the other customary conditions set out in the arrangement agreement.

Silverback will take primary responsibility for preparation and filing of the TSX-V listing application for Spinco and will use its commercially reasonable efforts to complete the concurrent financing and obtain conditional listing approval by Jan. 15, 2027.

The parties currently anticipate that the arrangement will be completed during the first quarter of 2027, subject to satisfaction of all applicable conditions. The outside date for completion of the arrangement is March 31, 2027, unless extended by written agreement of the parties. Benton expects to receive a fairness opinion from a recognized independent valuation professional that the terms of the arrangement are fair to Benton's securityholders.

Shareholder meetings and information circular

Benton and Silverback will jointly prepare and distribute a management information circular to their respective shareholders in connection with the arrangement approximately 30 days prior to the date of the Benton and Silverback meetings.

The joint circular will contain further details concerning the arrangement, including the background to and reasons for the arrangement, the anticipated effects on Benton and its shareholders, the terms of the plan of arrangement, the procedures for receiving Spinco shares, and other matters to be considered at the respective shareholder meetings.

Further details regarding the timing of the meetings, record dates and the distribution mechanics will be described in the joint information circular, which will be filed at SEDAR+.

Stephen Stares, Benton chief executive officer, commented: "The signing of the definitive arrangement agreement is a big step towards completion of this spinout project. We look forward to our shareholders participating in the future of Great Burnt through the new Anchor Metals public company."

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, Benton retains net smelter return royalties with potential long-term cash flow.

After the spinout, Benton will focus its efforts on advancing its Dominion copper-zinc-gold project, its Victoria West gold project, its Stoney caldera copper-gold project and its various hydrogen-helium projects on the west coast of Newfoundland.

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