Thunder Bay, Ontario--(Newsfile Corp. - July 27, 2026) - Benton Resources Inc. (TSXV: BEX) ("Benton" or the "Company"), is pleased to announce the execution of a letter agreement (LA) dated July 24, 2026 with privately held Silverback Metals Corp. ("Silverback") to create a new well-funded public resource company ("Spinco") which will own several mineral projects including Benton's Great Burnt Project. The LA provides that on completion of the transactions described below, Benton will spin out substantially all of its Spinco Shares to Benton shareholders pro rata as a return of capital.

Spinco will be led by Silverback's management team, including experienced mining executive Vincent Dubé-Bourgeois as Executive Chairman, and exploration geologist Chris Arsenault, P.Geo., 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 well known mining executive Denis Laviolette, who brings a wealth of experience in exploration geology and capital markets.

A private placement, to be completed concurrently with the closing of the agreement, will provide $10 million in immediately available exploration funds. The Spinco shares will be distributed to Benton Shareholders on a ratio to be determined as of a future record date coordinated with the TSX venture Exchange after the completion conditions described have been met. Further information regarding the transaction including determination of the ratio of shares will be included in future news releases.

The formation, financing and spin-out of Spinco will be effected by way of a share capital reorganization pursuant to a statutory plan of arrangement (the "Arrangement") under the arrangement provisions of the Business Corporations Act (British Columbia) (the "Act"). Upon the arrangement becoming effective, Benton shareholders would own shares in two public companies: Benton and Spinco, with Spinco focusing on the development of the Great Burnt Project. Benton will continue to build its diverse portfolio of projects in Canada, while also seeking to generate new prospective mineral properties, as it has successfully done in the past.

The reorganization will be effected pursuant to s. 289 of the Act, which requires an affirmative vote of 66 2/3% of Benton's shareholders and its fairness must be approved by the Supreme Court of British Columbia. Shareholders approval will be sought at a meeting to be convened for about mid-October 2026 (the "Meeting"). Benton will apply pro forma for a listing of the Spinco Shares on the TSX Venture Exchange ("TSX-V") and it is a condition to completion that the listing is accepted. These steps mirror the process Benton followed when creating, spinning out, distributing, and listing the Vinland spin-out shares in 2025. Holders of Benton convertible securities such as options and warrants will have their exercise prices appropriately adjusted downwards.

Benton also believes that having a separately funded early-exploration business will accelerate development of the Great Burnt project. Benton will retain a 1% NSR on the Great Burnt property (one-half of which can be purchased by Spinco for $1 million).

Silverback's Sail Pond Project is in Newfoundland, approximately 27 km south of the town of St. Anthony. The project covers 13,500 (135 km2) hectares in three contiguous map-staked licenses. Recent exploration has shown that sediment-hosted silver and base metal-bearing quartz veins are concentrated within two northeast-trending zones, parallel to a significant regional fault of the same orientation and on the western limb of the White Arm Window anticline. The style and setting of the silver and base metal mineralization is unique for Newfoundland, but does have some similarities to structurally controlled Zn-Pb-Ag-Sb veins found in districts such as the Coeur d'Alene district in Idaho and the Keno Hill vein systems, Yukon.

"We are thrilled to announce the spin-out of Spinco which represents another exciting milestone in Benton's strategy to unlock value for our shareholders," stated Benton CEO, Stephen Stares. "Through this share distribution, Benton shareholders will collectively own a direct 45% stake in Spinco and its promising Great Burnt project, with Benton retaining a 5% shareholding in Spinco and a 1% uncapped Net Smelter Return (NSR) royalty in certain claims on the project. Based on the $10 million financing for 33% of Spinco this transaction provides Benton and its shareholders with an imputed direct $15.0 million dollar value for the Great Burnt Project. Spinco will be well financed with $10.0 M in cash to aggressively advance the project towards its expansion, new discovery and development potential, while Benton retains long-term exposure to the success of Great Burnt."

Silverback CEO Chris Arsenault, P.Geo., commented: "Great Burnt provides Spinco with an outstanding foundation as a high-quality copper-gold project in one of Canada's most prospective mining jurisdictions. Upon completion of the proposed financing, Spinco will be well positioned to systematically advance our assets while continuing to evaluate opportunities to build long-term shareholder value."

Completion of the Arrangement is subject to a number of conditions, including the following:

a) Negotiation of the Definitive Agreement;

b) Benton shareholder approval at the Meeting by special 2/3 resolution;

c) the approval of the Supreme Court of British Columbia;

d) TSX-V approval for the Arrangement by Benton and TSX-V approval for the listing of the Spinco Shares upon completion of the Arrangement; and

e) completion by Spinco of a private placement to close concurrently with the Arrangement to raise gross proceeds of $10,000,000 for 33.3% of Spinco.

Upon completion of the Arrangement, it is intended that the senior management of Spinco will consist of a team led by experienced mining executive Vincent Dubé-Bourgeois as Executive Chairman, and exploration geologist Chris Arsenault, P.Geo., as Chief Executive Officer. In addition well known mining executive Denis Laviolette will be a large shareholder and strategic advisor to the Board.

Additions to the management team and board will be announced as the transactions progress.

Additional details of the spin-out transaction will be included in an information circular to be mailed to shareholders of Benton in September in connection with the Meeting. The Arrangement is targeted to close in November, 2026.

QP

Stephen House (P.Geo.), Vice President of Exploration for Benton Resources Inc., the 'Qualified Person' under National Instrument 43-101, has approved the scientific and technical disclosure in this news release and prepared or supervised its preparation.

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 significant equity positions in other mining companies that are advancing high-quality assets. Whenever possible, BEX retains net smelter return (NSR) royalties with potential long-term cash flow.

Benton will focused its efforts on advancing its Dominion Copper - Zinc - Gold project, Victoria West Gold Project, Stoney Caldera Copper - Gold Project and its various Hydrogen - Hellium projects on the west coast of Newfoundland.

On behalf of the Board of Directors of Benton Resources Inc.

"Stephen Stares"

Stephen Stares, President

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: 807-474-9020
Email: sstares@bentonresources.ca

Nick Konkin, Investor Relations
Phone: 647-249-9298 ext. 322
Email: nick@grovecorp.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; risk that the proposed spin-out is not completed on the anticipated terms or at all; required approvals are not obtained; listing approval is delayed or denied; financing is unavailable; market conditions deteriorate; the anticipated benefits of the transaction are not realized; tax consequences differ from expectations; 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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