Monday January 28, 9:29 am ET

THUNDER BAY, ON, Jan. 28 /CNW/ - Benton Resources Corp. ("Benton" or the "Company") is pleased to announce that it has signed a Letter Agreement to enter into an Option and Joint Venture Agreement ("OJVA") with Marathon PGM Corporation (Marathon) in respect to the eastern portion of Benton's 100% owned Bermuda Property now named the Bamoos/Claw Lake/Four Dam Property ("the BCF Property"). The BCF Property covers 2249 hectares and is located to the north along strike and contiguous to the Marathon PGM-Cu Project. Under the terms of the OJVA Benton will allow Marathon to earn a 60% interest in the BCF Property through work, stock issue and cash payments.
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The agreement is important for Benton and Marathon as: (i) Marathon's Main Zone deposit extends on to the Bamoos lease by at least 200 m and this agreement eliminates the boundary pillar that would otherwise have prevented either party from mining; and (ii) it allows the remainder of the BCF to be developed in the context of Marathon's existing plans to put its Marathon Project into production with the associated capital cost savings for infrastructure. Benton owns 100% of the BCF Property subject to an underlying 2% NSR over part of the BCF Property and a 1% NSR over the balance. After a careful review of all the data including an evaluation of the drilling to date, Benton's management believes that the best way to maximize the value of this area is to form a relationship with Marathon and to jointly develop the area. In addition to receiving immediate cash and shares of Marathon, the OJVA will allow Benton to have a possible near term cash flow as well as possible access to infrastructure and milling facilities if Marathon continues into a full operational mine. In management's view the OJVA represents an excellent opportunity for Benton's shareholders to benefit from any newly built mining infrastructure while keeping the Company's share dilution and cash spending to a minimum. The OJVA will be completed and signed as soon as practicable. Benton will continue to move forward with full exploration plans for the Area 41 zone located in the western half of the Bermuda project

The Bamoos/Claw Lake/Four Dams Property

Mineralization at Claw Lake and Four Dams has been identified based on drilling conducted by Benton. The Top Zone is a recently identified area of mineralization that straddles the property boundary. Marathon will focus on bringing the Main Zone extension on the Bamoos property to a resource during the 2008 exploration campaign. The zone has been explored by Benton through drilling and trenching, as well as by Anaconda Canada which previously explored the property in the 1960's. Marathon has all the data and drill core from the Anaconda program. Work will commence on the BCF Property in late April.

Agreement Terms of the BCF Property

Under the terms of the OJVA, Benton will grant Marathon the option (the "Option") to earn a 60% participating interest in the BCF Property by (i) issuing Benton 120,000 common shares of Marathon on signing of the OJVA, subject to regulatory approval (ii) completing Work Expenditures on the BCF Property of $1.5 million per year during the first four Option years of the OJVA and an additional $2 million on or before the fifth anniversary and (iii) making cash payments of $500,000 per year on or before the anniversary date of the OJVA for the first three years (for a total $1.5 million). During the term of the Option (the "earn-in period"), all work will be supervised and carried out by Marathon. After Marathon has issued the 120,000 shares, made the $1.5 million cash payments and spent the $8 million, Marathon will have earned a 60% in the BCF Property and the JV will be formed with Marathon having a 60% interest and Benton a 40% interest.

During the earn in period Marathon may mine up to 200 metres north of its property into the BCF Property. If Marathon does mine any part of the BCF Property prior to formation of the JV, Marathon will (i) pay all costs, (ii) pay all underlying royalties owing on the BCF Property, (iii) pay an additional 2% NSR royalty to Benton and receive all revenue.

After the JV is formed Marathon will be operator of the JV and it is agreed that any project ore that is discovered on the BCF Property would be mined and processed by Marathon at its facilities. Under the JV, Marathon will charge the J.V for all direct, indirect and overhead costs including a pro rata charge to recover its capital costs as well as a 4% management fee.

Stephen Stares, President and CEO of Benton states... "We are very excited about the deal with Marathon as they are a well rounded group of professionals that have the ability to really make this area a mining district. Whenever there are two deposits adjacent to each other that have the potential to go into production, sharing the capital costs of milling facilities and development almost invariably creates a tremendous benefit for all involved. We think this is a win/win situation for both Benton and Marathon and we look forward to the mutual advantages this relationship provides".

Clinton Barr (P.Geo.), V.P. Exploration for Benton Resources Corp., is the qualified person responsible for this release.