Benton Resources Inc. (TSXV: BEX) has entered into a definitive arrangement agreement dated November 4, 2026, to finance and spin out its Great Burnt Copper-Gold Project in Newfoundland and Labrador into a new public company called Anchor Metals Corp. The transaction involves a financing of between $10 million and $10.7 million and a business combination with Silverback Metals Corp. Benton shareholders are set to receive approximately 40% of Spinco shares on a pro rata basis, with completion targeted in the first quarter of 2027.

Key Points

  • Benton Resources Inc. (TSXV: BEX) signed a definitive arrangement agreement on November 4, 2026
  • The Great Burnt Copper-Gold Project will be transferred to Anchor Metals Corp. (Spinco), a wholly-owned subsidiary to be spun out as an independent public company
  • Silverback Metals Corp. will complete a concurrent financing of between $10 million and $10.7 million; Benton receives 50,000,000 Spinco shares and retains a 1.0% net smelter return royalty
  • Investors will be watching shareholder and court approvals, TSXV listing conditions, and the record date announcement expected in early 2027

Great Burnt Project Transfer and Retained Royalty for Benton

Under the arrangement, Benton will transfer its interest in the Great Burnt Project — comprising four mineral licences and one mining lease — to Spinco in exchange for 50,000,000 Spinco common shares. Benton holds an approximately 76% interest in a joint venture covering part of the project, with its partner acknowledged as not participating further, allowing Spinco to earn a 100% interest through continued programs. Benton will retain a 1.0% net smelter return royalty on applicable properties, with Spinco holding the right to purchase half of that royalty for a one-time cash payment of $1,000,000.

Spinco Ownership Structure and Anchor Metals Leadership Team

Following the amalgamation of Spinco and Silverback, the anticipated ownership of Anchor Metals Corp. will see Benton hold 50%, existing Silverback shareholders hold approximately 16.67%, and concurrent financing investors hold approximately 33.33%, across 100,000,000 total shares. Spinco will be led by Vincent Dubé-Bourgeois as Executive Chairman and Chris Arsenault, P.Geo., as Chief Executive Officer, with Denis Laviolette serving as an adviser. The company intends to pursue a TSX Venture Exchange listing as a condition of completing the arrangement.

Benton Shareholder Distribution and Warrant Pool Mechanics

Benton will distribute approximately 40 million Spinco shares to its shareholders on a pro rata basis at approximately one Spinco share per 7.5 Benton shares, with the final ratio set at completion. Accounts that would receive fewer than 500 Spinco shares are excluded from the distribution. Approximately 10 million Spinco shares will be held in a designated pool for holders of Benton's outstanding warrants, to be released upon warrant exercise. The distribution is structured to qualify as an income tax-deferred return of capital for Canadian shareholders, the release states.

Conditions, Timeline, and Remaining Approvals Required

The arrangement requires approval by at least two-thirds of votes cast at special meetings of both Benton and Silverback shareholders, a final order from the Supreme Court of British Columbia, TSXV approval, and completion of the concurrent financing. Silverback will target conditional listing approval by January 15, 2027. The outside date for completing the arrangement is March 31, 2027, unless extended by written agreement. Benton also expects to receive a fairness opinion from an independent valuation professional confirming the arrangement is fair to its securityholders.