Benton Resources Inc.

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(A Development Stage Enterprise)

Financial Statements June 30, 2021 and 2020

(Stated in Canadian Dollars)

(A Development Stage Enterprise)

June 30, 2021
Auditors’ Report	1
Statements of Financial Position	3
Statements of Income (loss) and Comprehensive Income (loss)	4
Statements of Changes in Equity	5
Statements of Cash Flows	6
Notes to the Financial Statements	7

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INDEPENDENT AUDITORS' REPORT

To the Shareholders of Benton Resources Inc.:

Opinion

We have audited the financial statements of Benton Resources Inc. (the "Company"), which comprise the statements of financial position as at June 30, 2021 and 2020, and the statements of income (loss) and comprehensive income (loss), changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that for the year ended June 30, 2021 the Company had an accumulated deficit of $19,489,859 at year end. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises:

Management’s Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors' report is Florence Chee.

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Markham, Ontario September 20, 2021

Chartered Professional Accountants Licensed Public Accountants

BENTON RESOURCES INC.

(A Development Stage Enterprise)

STATEMENTS OF FINANCIAL POSITION

STATEMENTS OF FINANCIAL POSITION
	June 30,	June 30,
As at	2021	2020
	$	$
ASSETS
Current
Cash	21,321	131,324
Cash - restricted (note 5)	2,197,542	764,245
Temporary investments (note 4)	1,118,147	1,218,078
Accounts and other receivables	170,483	48,931
Prepaid expenses	27,479	10,130
Refundable deposits(note 18)	129,550	23,350
	3,664,522	2,196,058
Long-term investments (note 6)	9,574,898	9,866,897
Property and equipment, net (note 7)	264,099	272,278
Exploration and evaluation assets(note 8)	2,050,764	420,797
	15,554,283	12,756,030
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Current
Accounts payable and accrued liabilities (note 11)	162,420	146,642
Current portion of lease liability (note 10)	43,411	33,862
Deferred premium on flow-through shares (note 9(e))	273,060	160,664
	478,891	341,168
Lease liability (note 10)	171,272	189,356
	650,163	530,524
Shareholders’ Equity
Capital Stock (note 9)
Share capital	30,731,887	28,541,111
Reserves	3,662,092	2,112,247
Deficit	(19,489,859)	(18,427,852)
	14,904,120	12,225,506
	15,554,283	12,756,030
	See Nature of Operations and Going Concern – Note 1
	Commitments and Contingencies – Notes 8 and 19
	Subsequent Events – Notes 8 and 20

These financial statements are authorized for issue by the Board of Directors on September 20, 2021. They are signed on the Corporation’s behalf by:

“Stephen Stares” President, Chief Executive Officer and Director

“Thomas Sarvas” Director

See accompanying notes to the financial statements

BENTON RESOURCES INC.

(A Development Stage Enterprise)

STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED JUNE 30

FOR THE YEARS ENDED JUNE 30
	2021	2020
	$	$
EXPENSES
Advertising and promotion	99,669	98,530
Share-based payments (note 14)	407,207	121,214
General and administrative	506,091	584,197
Professional fees	54,183	146,034
Consulting fees	300	40,000
Part XII.6 tax	1,227	-
Stock exchange and filing fees	12,718	13,030
Depreciation and amortization expense	69,065	62,022
Pre-acquisition exploration and evaluation	7,905	84,268
Write-down of exploration and evaluation assets	2,120	1,781,909
Foreign currency translation adjustment	44,327	(18,452)
	(1,204,812)	(2,912,752)
Other income (expense):
Interest and investment income	14,810	41,373
Other income	57,329	12,000
Adjustment to fair value for fair value through profit and loss investments	(557,780)	6,316,543
Gain on sale or option of exploration and evaluation assets	358,888	226,840
Gain on disposal of property and equipment	4,366	1,000
Gain (loss) on sale of long-term investments	14,838	(276,305)
	(107,549)	6,321,451
Income (loss) before deferred tax recovery	(1,312,361)	3,408,699
Deferred tax recovery–flow-through (notes 9(e) and 13(a))	250,354	26,520
Income (loss) and comprehensive income (loss) for the year	(1,062,007)	3,435,219
Income (loss) and comprehensive income (loss) per common share
– basic and diluted (note 12)	$(0.01)	$0.04
Weighted average shares outstanding – basic and diluted	100,424,176	85,965,804

See accompanying notes to the financial statements

BENTON RESOURCES INC.

(A Development Stage Enterprise)

STATEMENTS OF CHANGES IN EQUITY

For the years ended June 30, 2021 and 2020

	Share	Capital	Reserves	Reserves
				Equity-Settled
	Number	Amount	Warrants	Benefits	Deficit	Total
		$	$	$	$	$
Balance at June 30, 2019	84,168,531	27,639,934	-	1,826,949	(21,863,071)	7,603,812
Income and comprehensive income for the year	-	-		-	3,435,219	3,435,219
Private placement (note 9(e))	10,470,205	1,137,582	164,084	-	-	1,301,666
Share issue costs (note 9(e))	-	(82,221)	-	-	-	(82,221)
Flow-through share premium (note 9(e))	-	(187,184)	-	-	-	(187,184)
Issued in connection with property option agreements	300,000	33,000	-	-	-	33,000
Share-based payments	-	-	-	121,214	-	121,214
Balance at June 30, 2020	94,938,736	28,541,111	164,084	1,948,163	(18,427,852)	12,225,506
Income and comprehensive income for the year	-	-	-	-	(1,062,007)	(1,062,007)
Private placement (note 9(e))	19,118,000	2,539,448	1,145,612	-	-	3,685,060
Share issue costs (note 9(e))	787,500	(95,896)	-	-	-	(95,896)
Flow-through share premium (note 9(e))	-	(362,750)	-	-	-	(362,750)
Issued in connection with warrant exercise	186,669	16,974	(2,974)	-	-	14,000
Issued in connection with property option agreements	600,000	93,000	-	-	-	93,000
Share-based payments	-	-	-	407,207	-	407,207
Balance at June 30, 2021	115,630,905	30,731,887	1,306,722	2,355,370	(19,489,859)	14,904,120

See accompanying notes to the financial statements

BENTON RESOURCES INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30
	2021	2020
	$	$
CASH FLOWS FROM (USED IN):
OPERATING ACTIVITIES
Income (loss) and comprehensive income (loss) for the year	(1,062,007)	3,435,219
Items not requiring an outlay of cash:
Deferred tax recovery – flow-through	(250,354)	(26,520)
Adjustment to fair value for fair value through profit and loss investments	557,780	(6,316,543)
Gain on disposal of property and equipment	(4,366)	(1,000)
Gain on sale or option of exploration and evaluation assets	(358,888)	(226,840)
Loss (gain) on sale of long-term investments	(14,838)	276,305
Depreciation and amortization expense	69,065	62,022
Share-based payments	407,207	121,214
Imputed interest on lease liability	23,621	22,852
Write-down of exploration and evaluation assets	2,120	1,782,063
Net change in non-cash working capital balances related to
operating activities (note 17)	(229,323)	188,963
Cash flows used in operating activities	(859,983)	(682,265)
FINANCING ACTIVITIES
Issuance of capital stock for cash	3,699,060	1,301,666
Share issue costs	(95,896)	(82,221)
Payments on lease liability	(71,888)	(55,624)
Cash flows from financingactivities	3,531,276	1,163,821
INVESTING ACTIVITIES
Exploration and evaluation expenditures	(1,653,882)	(3,428,901)
Expenditure recoveries on exploration and evaluation assets	114,795	12,685
Purchase of property and equipment	(21,791)	(727)
Proceeds on sale or option of exploration and evaluation assets	43,555	26,775
Net proceeds on sale of long-term investments	85,098	1,955,695
Proceeds on disposal of property and equipment	5,000	1,000
Purchase of long-term investments	-	(160,000)
Unrealized change in fair market value of temporary investments included in cash	(20,705)	41,503
Cash flows used in investingactivities	(1,447,930)	(1,551,970)
Increase (decrease) in cash and temporary investments	1,223,363	(1,070,414)
Cash and cash equivalents-beginning of year	2,113,647	3,184,061
Cash and cash equivalents - end ofyear	3,337,010	2,113,647
Cash and cash equivalents consist of the following:
Cash	21,321	131,324
Cash - restricted	2,197,542	764,245
Temporary investments	1,118,147	1,218,078
	3,337,010	2,113,647

Supplemental cash flow information (note 17)

See accompanying notes to the financial statements

BENTON RESOURCES INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2021

1. NATURE OF OPERATIONS AND GOING CONCERN:

Benton Resources Inc. (“Benton” or the “Company”) was incorporated on November 8, 2011 as 0924698 B.C. Ltd. (renamed Benton Resources Inc. on July 25, 2012) under the laws of British Columbia and is a development stage public company whose shares began trading on the TSX Venture Exchange on August 1, 2012. Its principal business activities are the acquisition, exploration and development of mineral properties. On July 27, 2012, the Company received certain assets by way of a court-approved plan of arrangement (the “Arrangement”) from Benton Capital Corp.

Benton’s head office is located at 684 Squier Street, Thunder Bay, Ontario, P7B 4A8.

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of business. The appropriateness of the going concern assumption is dependent upon the Company’s ability to generate future profitable operations and/or generate continued financial support in the form of equity financings. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classification that would be necessary if the going concern assumption were not appropriate and such adjustments could be material.

Working capital Deficit	June 30, 2021 June 30, 2020
	$3,185,631 $1,854,890 $(19,489,859) $(18,427,852)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Statement of Compliance to International Financial Reporting Standards (“IFRS”)

These financial statements, including comparatives, have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) in effect as of June 30, 2021.

Basis of Presentation

The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The standards that are effective in the annual financial statements for the year ending June 30, 2021 are subject to change and may be affected by additional interpretation(s).

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

The financial statements are presented in Canadian dollars , which is also the functional currency of the Company.

Financial Instruments

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”) or amortized cost. The Company determines the classification of financial assets at initial recognition.

Financial assets at Fair-value through profit or loss –

Financial instruments classified as fair value through profit and loss are reported at fair value at each reporting date, and any change in fair value is recognized in the statement of operations in the period during which the change occurs. Realized and unrealized gains and losses from assets held at FVTPL are included in losses in the period in which they arise.

Financial assets at Fair-value through other comprehensive income –

Financial assets carried at FVTOCI are initially recorded at fair value plus transaction costs with all subsequent changes in fair value recognized in other comprehensive income (loss). For investments in equity instruments that are not held for trading, the Company can make an irrevocable election (on an instrument-by-instrument basis) at initial recognition to classify them as FVTOCI. On the disposal of the investment, the cumulative change in fair value remains in other comprehensive income (loss) and is not recycled to profit or loss.

Financial assets at amortized cost –

Financial assets are classified at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset’s contractual cash flows are comprised solely of payments of principal and interest. The Company‘s accounts receivable are recorded at amortized cost as they meet the required criteria. A provision is recorded based on the expected credit losses for the financial asset and reflects changes in the expected credit losses at each reporting period.

Financial liabilities

Financial liabilities are initially recorded at fair value and subsequently measured at amortized cost, unless they are required to be measured at FVTPL (such as derivatives) or the Company has elected to measure at FVTPL. The Company’s financial liabilities include trade and other payables which are classified at amortized cost.

Impairment

IFRS 9 requires an ‘expected credit loss’ model to be applied which requires a loss allowance to be recognized based on expected credit losses. This applies to financial assets measured at amortized cost. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in initial recognition.

Carrying value and fair value of financial assets and liabilities are summarized as follows:

Carrying value and fair value of financial assets	and liabilities are summarized as follows:
Classification	Carrying value Fair Value
Fair value through profit and loss	$ 12,911,908 $ 12,911,908
Amortized cost (receivable)	170,483 170,483
Amortized cost (liabilities)	650163 650,163
Fair value hierarchy:

The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to the valuation technique used to measure fair value as per IFRS 7. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company has valued all of its financial instruments using Level 1 measurements.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term investments, highly liquid investments that are readily convertible into known amounts or cash and which are subject to an insignificant risk of changes in value.

Investments

Investments in associates over which the Company exercises significant influence are accounted for using the equity method. Investments under which the Company cannot exert significant influence are recorded initially at cost and adjusted to reflect changes in the fair value in subsequent periods. For mining and other investments classified as available for sale, any subsequent changes in the fair value are recorded in other comprehensive earnings. If in the opinion of management there has been a decline in value of the investment below the carrying value that is considered to be other than temporary, the valuation adjustment is recorded in net earnings in the period of determination. The fair value of the investments is based on the quoted market price on the closing date of the period.

Investments in Joint Ventures

Entities whose economic activities are controlled jointly by the Company and other ventures independent of the Company (joint ventures) are accounted for using the proportionate consolidation method, whereby the Company's share of the assets, liabilities, income and expenses is included line by line in the consolidated financial statements.

Unrealized gains and losses on transactions between the Company and its joint ventures are eliminated to the extent of the Company’s interest in those entities. Where unrealized losses are eliminated, the underlying asset is also tested for impairment.

Amounts reported in the financial statements of jointly controlled entities have been adjusted where necessary to ensure consistency with the accounting policies of the Company.

Exploration and Evaluation Assets

Exploration and evaluation assets include the costs associated with exploration and evaluation activity (e.g., geological, geophysical studies, exploratory drilling and sampling), and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. The Company follows the practice of capitalizing all costs related to the acquisition of, exploration for and evaluation of mineral claims and crediting all revenue received against the cost of related claims. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the income statement. Any recovery or proceeds related to a particular mineral property in excess of the capitalized costs in exploration and evaluation assets attributed to that mineral property is recognized in income or loss in that period.

Capitalized costs, including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational activities in the relevant area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The aggregate costs related to abandoned mineral claims are charged to operations at the time or any abandonment or when it has been determined that there is evidence of a permanent impairment.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to the that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Lease – IFRS 16

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

The contract involves the use of an identified asset, either explicitly or implicitly, including consideration of supplier substitution rights;
The Company has the right to obtain substantially all the economic benefits from the use of the asset throughout the period of use; and
The Company has the right to direct the use of the asset.

The right-of-use ("ROU") asset is initially measured based on the initial amount of the lease liability plus any initial direct costs incurred less any lease incentives received. The ROU asset is depreciated to the earlier of the end of the useful life or the lease term using either the straight-line or units-of-production method, depending on which method more accurately reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise the option. The ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

The lease liability is measured at amortized cost using the effective interest method and remeasured when there is a change in future lease payments. Future lease payments can arise from a change in an index or rate, if there is a change in the Company's estimate of the expected payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded to the statement of loss if the carrying amount of the ROU asset has been reduced to zero.

Restoration, Rehabilitation and Environmental Obligations

A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either a unit-of-production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.

Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses. The Company has accrued $100,000 to cover costs to clean-up one of its exploration properties. The clean-up is expected to be completed in the upcoming fiscal year end. Management believes the accrual is adequate to cover the anticipated costs. The Company does not have any other material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.

Property and Equipment

Purchased property and equipment are carried at acquisition cost less subsequent depreciation and impairment losses. Depreciation is recognized on a declining balance basis to write down the cost or valuation less estimated residual value of property and equipment. The periods generally applicable are:

Computer Equipment 30-55% Computer Software 100% Furniture and Equipment 20% Exploration Camps 30% Automotive 30% Leaseholds 5 years Right of use assets S.L. over term of lease

Material residual value estimates and estimates of useful life are updated as required, but at least annually, whether or not the asset is revalued.

Gains or losses arising on the disposal of property and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within “other income” or “other expenses.”

Impairment of non-financial assets

At each financial position reporting date the carrying amounts of the Company's assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair values less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value to their present value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less that its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash generating units to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Revenue Recognition

Operator fees on mineral properties are earned based on an agreed upon percentage of development expenses incurred on specific properties. Recognition of all revenue is subject to the provision that ultimate collection is reasonably assured at the time of recognition.

Interest

Interest income and expenses are reported on an accrual basis using the effective interest method.

Income Taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit,

which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in joint ventures is not provided if the reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.

Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it provides a valuation allowance against the excess.

Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority

Changes in deferred tax assets or liabilities are recognized as a component of taxable income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income (such as the revaluation of land) or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.

Foreign Currency Translation

Accounts of foreign operations are translated as follows:

(i) Monetary assets and liabilities are translated at the rate of exchange in effect at the balance sheet date;
(ii) Long-term investments carried at fair market value are translated at the rate of exchange in effect at the balance sheet date;
(iii) Non-monetary assets and liabilities, and equity are translated at historical rates; and
(iv) Revenue and expense items are translated at the rate of exchange prevailing at the time of the transaction or at average exchange rates during the period as appropriate.

Gains and losses on re-measurement to the functional currency are included in the results of operations for the period.

Share-based payment transactions

The Company operates equity-settled share-based remuneration plans for its employees, directors and consultants. None of the Company's plans feature any options for a cash settlement.

All goods and services received in exchange for the grant of any share-based payments are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability and sales growth targets and performance conditions).

All share-based remuneration is ultimately recognized as an expense in profit or loss with a corresponding credit to ‘reserves’.

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium.

Flow-Through Financing

The Company raises equity through the issuance of flow-through shares. Under this arrangement, shares are issued which transfer the tax deductibility of mineral property exploration expenditures to investors. The Company allocates the proceeds from the issuance of these shares between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the shares and the amount the investor pays for the shares. A deferred flow through premium liability is recognized for the difference. The liability is reversed when the expenditures are made and is recorded in the statement of loss and comprehensive loss. The spending also gives rise to a deferred tax timing difference between the carrying value and tax value of the qualifying expenditure.

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a maximum period.

Segment reporting

An operating segment is a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (ii) whose operating results are regularly reviewed by the entity's management, and (iii) for which discrete financial information is available. The Company has one reportable operating segment being the acquisition, exploration and development of mineral properties.

Operating Expenses

Operating expenses are recognized in profit and loss upon utilization of the services or at the date of their origin.

Significant accounting judgments and estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the date of the statement of financial position that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

i. the recoverability of amounts receivable and prepayments which are included in the statement of financial position;
ii. the carrying amount and recoverability of exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after costs are capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off to profit or loss in the period the new information becomes available;
iii. the estimated useful lives of property and equipment which are included in the statement of financial position and the related depreciation included in the statement of comprehensive income (loss) for the year ended June 30, 2021;
iv. the inputs used in accounting for share-based payment expense in the statement of comprehensive loss; and

v. the provision for income taxes which is included in the statements of comprehensive income (loss) and composition of deferred income tax assets and liabilities included in the statements of financial position at June 30, 2021.

Critical accounting judgments

The following accounting policies involve judgments or assessments made by management:

The determination of categories of financial assets and financial liabilities;
The determination of a cash-generating unit for assessing and testing impairment;
The allocation of exploration costs to cash-generating units; and
The determination of when an exploration and evaluation asset moves from the exploration stage to the development stage.
The interest rate used in the calculation of the present value of right of use assets

Earnings (loss) Per Share

Earnings (loss) per share is calculated on the basis of weighted average number of shares outstanding during the year. Diluted earnings per share are computed using the treasury stock method whereby the weighted average shares outstanding are increased to include additional shares from the exercise of warrants and stock options, if dilutive. For warrants and stock options, the number of additional common shares is calculated by assuming that outstanding warrants and stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance expense (“notional interest”).

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic benefits will be required, the provision is reversed. The Company presently does not have any amounts considered to be provisions.

3. NEW AND FUTURE ACCOUNTING PRONOUNCEMENTS:

There are no standards effective for annual periods beginning on or after January 1, 2021 that are expected to have a significant impact on the Company at the present time.

4. TEMPORARY INVESTMENTS:

4. TEMPORARY INVESTMENTS:
Money Market Mutual funds US Treasury note Province of Ontario US denominated bonds GIC Total	June 30, 2021 $ June 30, 2020 $
	613,070 649,897 356,982 403,931 133,095 149,250 15,000 15,000
	1,118,147 1,218,078

These funds are available for exploration and other purposes upon the request of the Company.

The mutual funds consist of fully liquid, managed money market fund units that yield regular monthly dividends at market rates. Included in the money market funds are USD denominated money market funds amounting to $21,305 USD (June 30, 2020 - $13,841 USD) translated at the USD/CDN conversion rate at June 30, 2021 of $1.2402 (June 30, 2020 - $1,3587).

The United States Treasury Note is fully liquid, is due August 15, 2026 and pays interest at a rate of 1.5% per annum in semi-annual coupons. The market value of the note at June 30, 2021 is $287,842 USD (June 30, 2020 – $297,292 USD) translated at the USD/CDN conversion rate at June 30, 2021 of $1.2402 (June 30, 2020 - $1.3587).

The Province of Ontario US denominated bonds are fully liquid and due May 16, 2024 and pay interest at 3.2% per annum in semi-annual coupons. The market value of the bonds at June 30, 2021 is $107,318 USD (June 30, 2020 – $109,848 USD) translated at the USD/CDN conversion rate at June 30, 2021 of $1.2402 (June 30, 2020 - $1.3587).

The Company also holds a $15,000 redeemable GIC on deposit with the Royal Bank of Canada maturing on September 24, 2021 and paying interest to the Company at a rate of 0% per annum. The GIC is being held as collateral against the Company’s visa card balance.

5. RESTRICTION ON THE USE OF CASH

During the years ended June 30, 2021 and 2020, the Company issued common shares that were designated as being flow-through shares. One of the conditions of issuing flow-through shares is that the Company is required to retain the gross proceeds for the exclusive purpose of paying for qualified Canadian exploration expenditures associated with its exploration and evaluation assets.

Restricted cash, beginning of year $ RBC GIC posted as visa card collateral Gross proceeds received upon issuance of flow-through shares Qualified exploration expenditures paid from these funds Restricted cash, end of year $	June 30, 2021 764,245 $ - 2,900,000 (1,466,703) 2,197,542 $	June 30, 2020
		- 15,000 968,626 (219,381)
		764,245

6. LONG-TERM INVESTMENTS:

Canadian Equities Clean Air Metals Inc. (i) Quadro Resources Ltd. (ii) Maxtech Ventures Inc. (iii) Sokoman Iron Corp. (iv) Metallica Metals Corp. (v) Other Subtotal Australian Equities Other Total (CAD)	June 30, 2021 June 30, 2020
	Market $ Cost $ Market $ Cost $
	7,754,003 3,200,065 8,492,480 3,200,065 394,000 419,329 1,029,000 447,000 275,000 278,333 150,000 170,000 710,000 168,535 150,000 168,535 345,000 207,000 - - 95,036 838,164 43,541 1,123,407
	9,573,039 5,111,426 9,865,021 5,109,007
	1,859 2,979 1,876 2,979
	9,574,898 5,114,405 9,866,897 5,111,986

(i) The 24,615,884 common shares of Clean Air Metals Inc. (“Clean Air”) are listed on the TSX Venture Exchange under the symbol “AIR” and are valued at the June 30, 2021 closing price of $0.315 per share (June 30, 2020 - $0.345). The Clean Air shares were received pursuant to the completion on May 14, 2020 of the option to acquire the Company's option to acquire a 100% right, title and interest in and to the Escape Lake property. See note (8(f)).

(ii) The 3.94 million common shares of Quadro Resources Ltd. (“Quadro”) are listed on the TSX Venture Exchange under the symbol “QRO” and are valued at the June 30, 2021 closing price of $0.10 per share (June 30, 2020 - $0.245). The Quadro shares were received pursuant to the Company’s disposition of its 50% interest in the Staghorn gold project in Newfoundland. During the year ended June 30, 2020, the Company disposed of 3.2 million shares of Quadro at $0.05 per share and reacquired them in a private placement at $0.05 per share along with 3.2 million warrants. The warrants were transferred to a third-party financier as part of Quadro’s capital raising initiative. The Company retained 4.2 million shares of Quadro. During the period ended June 30, 2021, the

Company disposed of 260,000 shares of Quadro for gross proceeds of $51,903 and recorded a gain on disposition of $1,203 during the current period.

(iii) The 3,666,666 common shares of Maxtech Ventures Inc. (“Maxtech”) are listed on the Canadian Securities Exchange under the symbol “MVT” and are valued at the June 30, 2021 closing price of $0.075 per share (June 30, 2020 - $0.075). The Maxtech shares were received pursuant to the option agreement signed between Maxtech and the Company during the year ended June 30, 2020 (see note 8(e)).
(iv) The 1 million shares of Sokoman Iron Corp. (“Sokoman”) are listed on the TSX Venture Exchange under the symbol “SIC” and are valued at the June 30, 2021 closing price of $0.71 per share (June 30, 2020 - $0.15). The Sokoman shares were received pursuant to the option agreement signed between Sokoman and the Company during the year ended June 30, 2017 (see note 8(g)(v)).
(v) The 1.38 million shares of Metallica Metals Corp. (“Metallica”) are listed on the Canadian Securities Exchange under the symbol “MM” and are valued at the June 30, 2021 closing price of $0.25 per share. The Metallica shares were received pursuant to the option agreement signed between Metallica and the Company during the current period (see note 8(c)).

7. PROPERTY AND EQUIPMENT:

Computer Equipment $ Furniture and Equipment Computer Software Exploration Camps Leaseholds Right-of-Use Assets (i) Total $	June 30, 2021 June 30, 2020 Accumulated Accumulated Cost Amortization Net Cost Amortization Net 71,385 $ 68,303 $ 3,082 $ 68,557 $ 66,308 $ 2,249 149,991 105,687 44,304 143,836 108,997 34,839 115,971 115,971 - 115,971 115,971 - 220,532 216,274 4,258 220,532 214,449 6,083 36,640 36,640 - 36,640 29,539 7,101 302,519 90,064 212,455 262,788 40,782 222,006
	897,038 $ 632,939 $ 264,099 $ 848,324 $ 576,046 $ 272,278

(i) The Company’s Right-of-Use leased assets include its office premises and field vehicles. Depreciation expense on these leased assets for the year ending June 30, 2021 and year ended June 30, 2020, which is included in depreciation expense in profit and loss, is as follows:

Depreciation expense – right-of-use assets	June 30, 2021 $ June 30, 2020 $
	49,281 40,782

8. EXPLORATION AND EVALUATION ASSETS:

Mineral property acquisition, exploration and development expenditures are deferred until the properties are placed into production, sold, impaired or abandoned. These deferred costs will be amortized over the estimated useful life of the properties following commencement of production, or written-down if the properties are allowed to lapse, are impaired, or are abandoned. The deferred costs associated with each property for the year ended June 30, 2021 and year ended June 30, 2020 are summarized in the tables below:

For the year ended June 30, 2021

June 30, 2020 - Acquisition Costs $ Additions Writedowns/Recoveries/Disposals (h) Subtotal $ June 30, 2021 - Acquisition Costs $ June 30, 2020 - Exploration and Evaluation Expenditures $ Assaying Prospecting Geological Geophysical Soil Sampling Trenching Diamond Drilling Aboriginal Consultation Miscellaneous Writedowns/Recoveries/Disposals (h) Subtotal $ June 30, 2021 - Exploration and Evaluation Expenditures $ June 30, 2021 - Total $	Far Lake (a) Newfoundland JV Properties (b) Saganaga/ Q9 (c) Other (g) Total
	77,550 - - 20,986 98,536 92,000 103,720 - 13,420 209,140 (22,765) - (22,765)
	92,000 80,955 - 13,420 186,375
	169,550 80,955 - 34,406 284,911
	201,582 - 31,445 89,234 322,261 117,178 - - 224 117,402 35,354 37,886 - 2,472 75,712 31,246 - - 1,690 32,936 195,408 78,029 - - 273,437 60,535 - - - 60,535 41,155 - - - 41,155 901,734 - - 3,720 905,454 1,060 - - 1,590 2,650 14,152 10,600 - 3,709 28,461 - (60,585) (31,445) (2,120) (94,150)
	1,397,822 65,930 (31,445) 11,285 1,443,592
	1,599,404 65,930 - 100,519 1,765,853
	1,768,954 146,885 - 134,925 2,050,764

For the year ended June 30, 2020

		Far Lake	Saganaga/Q9	Bedivere	Panama	Escape Lake	Other
		(a)	(c)	(d)	(e)	(f)	(g)	Total
June 30, 2019 - Acquisition Costs	$	-	-	256,855	21,991		4,845	283,691
Additions		77,550	-	3,717	6,000	3,000,000	16,870	3,104,137
Writedowns/Recoveries/Disposals (h)		-	-	(260,572)	(27,991)	(3,000,000)	(729)	(3,289,292)
Subtotal	$	77,550	-	(256,855)	(21,991)	-	16,141	(185,155)
June 30, 2020 - Acquisition Costs	$	77,550	-	-	-	-	20,986	98,536
June 30, 2019 - Exploration
and Evaluation Expenditures	$	-	10,115	1,010,206	541,781		77,850	1,639,952
Assaying		262	-	-	1,075	-	-	1,337
Prospecting		12,515	-	-	9,825	-	1,111	23,451
Geological		6,728	-	-	2,563	-	900	10,191
Geophysical		155,101	-	-	-	-	-	155,101
Soil Sampling		19,542	-	-	-	-	-	19,542
Aboriginal Consultation		-	1,962	-	-	-	-	1,962
Miscellaneous		7,434	19,368	4,076	2,631	-	112,673	146,182
Writedowns/Recoveries/Disposals (h)		-	-	(1,014,282)	(557,875)	-	(103,300)	(1,675,457)
Subtotal	$	201,582	21,330	(1,010,206)	(541,781)	-	11,384	(1,317,691)
June 30, 2020 - Exploration
and Evaluation Expenditures	$	201,582	31,445	-	-	-	89,234	322,261
June 30, 2020 - Total	$	279,132	31,445	-	-	-	110,220	420,797

a) Far Lake Property

During the year ended June 30, 2020, the Company entered into a binding Letter of Intent (“LOI”) with White Metal Resources Corp. (“White Metal”) (a company related by common director Michael Stares) whereby Benton can earn up to a 70% interest in White Metal’s Far Lake project (the “Property”) located 80km west of Thunder Bay, Ontario. Pursuant to the LOI, the Company can acquire from White Metal an initial 60% interest in the Property (the “Initial Option”) followed by a second option to acquire an additional 10% interest (the “Second Option”) in the Property.

The Company may exercise the Initial Option by paying $205,000, issuing 1.6 million common shares to White Metal and completing $1 million in exploration expenditures over four years as follows:

Paying $25,000 and issuing 300,000 common shares to White Metal within three days of receipt of TSX Venture Exchange (the “Exchange”) approval for the LOI (received and issued);
Completing $200,000 of exploration expenditures on the Property on or before the first anniversary of execution of this LOI (completed);
Paying $30,000 and issuing 400,000 common shares (paid and issued) to White Metal on or before the first anniversary of execution of this LOI;
Completing an additional $200,000 of exploration expenditures on the Property on or before the second anniversary of execution of this LOI (completed);
Paying $50,000 and issuing 400,000 common shares to White Metal on or before the second anniversary of execution of this LOI;
Completing an additional $300,000 of exploration expenditures on the Property on or before the third anniversary of execution of this LOI (completed);
Paying $100,000 and issuing 500,000 common shares to White Metal on or before the third anniversary of execution of this LOI; and
Completing an additional $300,000 of exploration expenditures on the Property on or before the fourth anniversary of execution of this LOI (completed).

Within 90 days of completing the Initial Option, the Company may at its election exercise the Second Option by:

Issuing 500,000 common shares to White Metal; and
Completing an additional $1 million of exploration expenditures on the Property on or before the fifth anniversary of the agreement.

b) Newfoundland Joint Venture Properties – Sokoman Minerals Corp.

During the year ended June 30, 2021, the Company and Sokoman Minerals Corp. (“Sokoman”) formed a formal strategic alliance (together “the Companies”) to conduct gold exploration in Newfoundland. The acquisition (cash and share payments) and exploration and evaluation expenditures will be shared equally between the Companies and dictated by a Joint Venture Agreement. Benton will assume operatorship of the joint venture. At June 30, 2021, the Company accrued a receivable from Sokoman in the amount $115,900 for Sokoman’s portion of cash expenditures made by Benton on behalf of the strategic alliance, net of expenditures incurred by Sokoman. This amount was recorded as a recovery of exploration and evaluation expenditures. To date, the strategic alliance has acquired four distinct land packages (Kepenkeck, Golden Hope, Grey River and Larry’s Pond) more fully described below.

Kepenkeck Gold Project

During the year ended June 30, 2021, Benton acquired, on behalf of the Companies, the Kepenkeck Gold Project (the “Option”) from Kevin and Alan Keats (the “Vendors”). The project, which consists of 595 claim units encompassing 15,625 ha, is located in Central Newfoundland. Terms of the Option, subject to TSX Venture Exchange (“Exchange”) approval, are as follows:

$10,000 and 200,000 Benton common shares on signing and Exchange approval;
• $20,000 and 200,000 Benton common shares on or before April 10, 2022;
$20,000 and 200,000 Benton common shares on or before April 10, 2023; and
• $40,000 and 400,000 Benton common shares on or before April 10, 2024

The Vendors will retain a 2% NSR whereby Benton, at its election, will have the right to buy back 1% NSR for $1 million.

Golden Hope

During the year ended June 30, 2021, the Companies jointly staked the Golden Hope JV gold project which consists of 3,146 claim units covering 78,650 ha in South Central Newfoundland.

Grey River

During the year ended June 30, 2021, the Companies jointly acquired via claim staking and letter agreements with underlying vendors, a land package known as the Grey River gold property located on the south coast of Newfoundland Grey River consists of 324 claim units covering 8,100 ha.

Subsequent to June 30, 2021, Sokoman finalized the execution of two property option agreements related to the Grey River project, the Lewis Option and G2B Gold Option, on behalf of the Companies.

Pursuant to the Lewis Option, Sokoman has the option to acquire a 100% interest in a land package consisting of 7 claim units subject to a 1.5% NSR in favour of the Lewis Option vendors, of which 1% NSR may be purchased by Sokoman for $1 million at any time. Terms of the Lewis Option are as follows:

Payment by Sokoman of $10,000 cash (paid);
Issuance of 50,000 Sokoman common shares upon TSX Venture Exchange approval (issued);
Payment of $10,000 and issuance of 50,000 Sokoman common shares on or before the first anniversary;
Payment of $10,000 and issuance of 50,000 Sokoman common shares on or before the second anniversary;
Payment of $10,000 and issuance of 50,000 Sokoman common shares on or before the third anniversary.

Pursuant to the G2B Gold Option, Sokoman has been granted the option to acquire a 100% interest in a land package consisting of 3 licenses comprised of 4 claim units subject to a 1.5% NSR in favour of the G2B Gold Option vendors, of which 1% NSR may be purchased by Sokoman for $1 million at any time. Terms of the G2B Gold Option are as follows:

Payment by Sokoman of $10,000 cash (paid);
Issuance of 50,000 Sokoman common shares upon TSX Venture Exchange approval (issued);
Payment of $10,000 and issuance of 50,000 Sokoman common shares on or before the first anniversary;
Payment of $10,000 and issuance of 50,000 Sokoman common shares on or before the second anniversary.

Larry’s Pond

During the year ended June 30, 2021, Benton entered into an option agreement (the “Larry’s Pond Option”) on behalf of the Companies to acquire the Larry’s Pond project which lies along the western boundary of the Kepenkeck Gold project located in Central Newfoundland. The Larry’s Pond project consists of two licenses comprised of 30 claim units.

Pursuant to the Larry’s Pond project, Benton has been granted the option to acquire a 100% interest in the property by completing the following payments:

Payment by Benton of $10,000 cash upon execution of the Larry’s Pond Option agreement (paid);
Issuance of 50,000 Benton common shares upon TSX Venture Exchange approval (subsequently issued);
Payment of $10,000 and issuance of 50,000 Benton common shares on or before the first anniversary;
Payment of $10,000 and issuance of 50,000 Benton common shares on or before the second anniversary;
Payment of $10,000 and issuance of 50,000 Benton common shares on or before the third anniversary.

The Larry’s Pond Option vendors will retain a 2% NSR, of which 1% NSR may be purchased by Benton for $1 million at any time.

c) Saganaga Property

The Saganaga Property consists of mining rights for 100% in 27 multi-cell mining claims in the Saganaga Lake area of Thunder Bay. Pursuant to an option agreement dated September 27, 2005, the Company acquired a 100% interest in the Saganaga Lake mining claims by paying the vendor a total of $100,000 in cash and issuing 100,000 shares over a four-

year period. The vendor retains a 3% NSR of which the Company has the right to buy back up to 50% for $500,000 per 0.5% NSR.

The Q-9 portion of the property is located approximately 160km west of Thunder Bay, Ontario and adjoins the Saganaga property. The project was subject to an asset purchase, sale and royalty agreement dated May 8, 2006 between the Company and Stares Contracting Corp., a company controlled by Stephen Stares, Director and Officer and Michael Stares, Director of the Company, whereby the Company has a 100% interest subject to a 2% NSR in the project as a result of the Company having paid $75,000 and issued 200,000 common shares.

The Company has entered into an Option Agreement (the “Agreement”) with 2752300 Ontario Inc., a private company, whereby 2752300 Ontario Inc. can earn up to a 100% interest in the Saganaga Property (the “Project”). During the period year June 30, 2021, Cameo Industries Corp. (“Cameo”) closed an arm’s length acquisition of 2752300 Ontario Inc. In addition, during the year ended June 30, 2021, Cameo completed a corporate name change to Metallica Metals Corp. (“Metallica”) and has assumed all obligations contained within the Agreement below.

Metallica can acquire an initial 70% interest in the Project by:

paying the Company $50,000 in cash (received) and issuing the greater of 1,000,000 Metallica common shares or 3% of the issued and outstanding Metallica common shares to the Company upon execution of the Agreement (resulting in the issuance of 1,380,000 Metallica shares);
paying the Company $50,000 in cash (subsequently received) and issuing the greater of 1,000,000 Metallica common shares or 2% of the then issued and outstanding Metallica common shares (resulting in the subsequent receipt of 1,248,177 Metallica shares) to the Company and incurring a minimum of $200,000 in qualified exploration expenditures on or before the first anniversary of the effective date of the Agreement; and,
paying the Company $50,000 in cash and issuing the greater of 1,000,000 Metallica common shares or 1.5% of the then issued and outstanding Metallica common shares to the Company and have completed a further $200,000 in qualified exploration expenditures on or before the second anniversary of the effective date of the Agreement.
Metallica, at its election, may then provide the Company notice that it intends to earn an additional 30% interest (taking interest to 100% subject to underlying NSR’s) in the Project by:
paying the Company $50,000 cash and issuing 2,000,000 Metallica common shares to the Company and completing a further $400,000 in qualified exploration expenditures on the Project.

In the event that Metallica completes a NI 43-101 compliant resource calculation for the Project, Metallica will issue to the Company 1,000,000 common shares.

d) Bedivere

During the year ended June 30, 2017, the Company signed a binding Letter of Intent (“LOI”) to enter into an option agreement with Traxxin Resources (“Traxxin”), a privately-owned company, to acquire a 100% interest in their Bedivere Property located 130km west of Thunder Bay, Ontario and 18km north of Highway 11/17 accessible by new logging roads in the area.

During the year ended June 30, 2020, the Company elected to terminate the option agreement and returned the Bedivere Property to the vendor. As a result, the Company wrote-off $260,572 in deferred acquisition costs and $1,014,282 in deferred exploration and evaluation expenses during the year ended June 30, 2020.

e) Panama Lake

The 100%-owned Panama Lake gold project (“Panama”) is located in the Red Lake mining district, 55km northeast of the town of Ear Falls and is accessible by road. The project was acquired by staking and consists of 365 claim cells covering 7,446 hectares.

During the year ended June 30, 2020, the Company signed a binding letter of intent ("BLOI") with Maxtech Ventures Inc. ("MVT") in which MVT will have the option to earn a 100% interest in Panama.

Pursuant to the terms of the BLOI, MVT will have a 30-day due diligence period and, subject to regulatory approval (approved), will commit to the following: Issue 2,000,000 MVT common shares to the Company upon completion of due diligence review at an underlying price of $0.05 per share (completed and issued); Pay the Company $100,000 in

cash or share equivalent on the first anniversary (issued 1,666,666 MVT shares), based upon a 10-day VWAP at the time of the payment and complete $200,000 in exploration expenditures on the property; Pay the Company $100,000 in cash or share equivalent on the second anniversary, based upon a 10-day VWAP at the time of the payment and complete an additional $250,000 in exploration expenditures on the property at which point a 50% ownership interest will vest to MVT; Pay the Company $100,000 in cash or share equivalent on the third anniversary, based upon a 10-day VWAP at the time of the payment and complete an additional $250,000 in exploration expenditures on the property at which point a 70% ownership interest will vest to MVT; and Pay the Company $300,000 in cash or share equivalent on the fourth anniversary, based upon a 10-day VWAP at the time of the payment and complete an additional $300,000 in exploration expenditures on the property at which point a 100% ownership interest will vest to MVT.

The Company will retain a 2% NSR on the Project with MVT having the option to buy back a 1% NSR for $1 million in cash. In addition, MVT will issue to the Company an additional 1 million MVT common shares upon completion of its initial resource estimate as defined in the BLOI.

f) Escape Lake

During the year ended June 30, 2020, the Company executed separate binding purchase agreements with Rio Tinto Exploration Canada Inc. (‘RTEC’) (the ‘RTEC Agreement’, as replaced by an option agreement as described below) and Panoramic Resources Limited (‘PAN’) (the ‘PAN Agreement’, as amended as described below) (together the “PGM Project”).

Pursuant to the RTEC Agreement, Benton had the right to purchase a 100% interest in RTEC’s Escape Lake property for C$6 million (the “Escape Lake Purchase Price”), subject to a 1% NSR on the property being retained by RTEC, the obtaining of financing and receipt of regulatory approval. The Company was required to obtain commitments for C$4 million of the Escape Lake Purchase Price within 90 days of execution of the RTEC Agreement and closing of the acquisition and payment off the C$6 million Escape Lake Purchase Price was to take place within 10 days of securing financing.

During the year ended June 30, 2020, the Company and RTEC terminated the RTEC Agreement and replaced it with an option agreement pursuant to which RTEC will grant Benton the option to acquire a 100% ownership interest in the Escape Lake property, subject to a 1% net smelter return royalty on the property to be retained by RTEC, in exchange for payment of $6 million by Benton to RTEC over a three year period as set out below:

$3.0 million due on signing, immediately following receipt of regulatory approval (approved and paid);
$1.0 million on or before October 9, 2020 (paid in subsequent period by Clean Air Metals );
$1.0 million on or before October 9, 2021 and;
$1.0 million on or before October 9, 2022.

Under the PAN Agreement, the Company has the right to acquire PAN’s wholly-owned Canadian subsidiary, Panoramic PGMs Canada Ltd. (the “PAN Subsidiary”), which holds the Thunder Bay North Project (the ‘TBN Project’) for C$9 million. The Company had 60 days upon signing to complete a final purchase and sale agreement plus an additional 60 days to obtain financing and receive all requisite regulatory approvals for the transaction. Upon signing the final purchase and sale agreement, Benton is required to pay PAN a $250,000 deposit which would be offset against the purchase price (completed by Regency as disclosed below). The TBN Project has an existing 3% NSR on a number of claims located within the claims package.

During the year ended June 30, 2020, the Company and PAN renegotiated the payment terms of the PAN Agreement (“Amending Agreement”) as follows:

$4.5 million on the completion of the definitive PAN Agreement;
$1.5 million on the first anniversary of the completion of the PAN Agreement;
$1.5 million on the second anniversary of the completion of the PAN Agreement; and
$1.5 million on the third anniversary of the PAN Agreement.

The Company will pledge security for the three deferred payments by providing a first registered security over the TBN PGM Project and the shares of the PAN Subsidiary to PAN. Both parties will complete and sign a definitive agreement within 30 days of the date of the Amending Agreement. If the definitive agreement is not signed within 30 days of the

date of the Amending Agreement, the Amending Agreement will terminate. Panoramic can extend the 30-day period at its discretion. All other terms of the PAN Agreement remain unchanged.

Closing of the purchase of the PGM Project is also contingent upon both RTEC and PAN releasing each other from all future obligations from the earn-in with option to joint venture agreement that is currently in place (completed).

During the year ended June 30, 2020, due to challenging market conditions with respect to financing the acquisitions, the Company signed a letter of intent with Clean Air Metals (“Clean Air”) (formerlyRegency Gold Corp.), followed by a Definitive Option Agreement (the “Clean Option Agreement”) which set out a transaction pursuant to which Clean Air acquired from Benton an option to acquire the Company’s rights to acquire, under its pre-existing agreements as described above with RTEC and PAN, a 100% right, title and interest in the Escape Lake property and the Thunder Bay North property respectively.

During the year ended June 30, 2020, Clean Air exercised the Option by completing the following:

Issued to Benton an aggregate of 24,615,884 Clean Air common shares;
Fulfilled the remaining terms of the RTEC Agreement that Benton has with RTEC on the Escape Lake Property;
Entered into and fulfilled the terms of a formal binding purchase and sale agreement with PAN for the acquisition of the PAN Subsidiary including the payment to PAN of a deposit of $250,000 as a down payment to PAN; and
Issuing to Benton a 0.5% net smelter return royalty from production on the Escape Lake Property and a 0.5% net smelter return royalty from production on any mineral claims comprising the TBN Project that a net smelter royalty has not previously been granted.

Upon completion of the Clean Option Agreement, Clean Air will assume, be bound by and perform the obligations of Benton under the RTEC Agreement and PAN Agreement.

g) Other Properties

Other Properties consists of several early-stage projects that the Company is evaluating for exploration potential. Included in Other Properties are certain projects that are subject to agreements that are more fully described below.

(i) Abernethy Property

The Abernethy property is located 10km southwest of Kenora, Ontario. The Company acquired through staking, a 100% interest in the property which consists of 4 multi-cell claims totaling 1,461 hectares.

Due to no current plans to explore the property and unsuccessful efforts to secure a partner for the project thus far, the Company wrote off $391,894 in deferred exploration and evaluation expenditures during fiscal 2017. The Company remains committed to finding a partner to advance the project.

(ii) Kingurutik Lake Property

The Kingurutik Lake property was acquired 100% by staking in late October 2006.

The Company entered into a Participation Agreement (the “Teck Agreement”) with Teck Resources Ltd. (“Teck”) whereby the Company and Teck formed the Kingurutik Lake project by amalgamating and jointly exploring certain of their land positions in Labrador. The project is located approximately 60km north of the Voisey’s Bay copper-nickel deposit and consists of the 56 claim units held by Teck.

(iii) Bark Lake

During the year ended June 30, 2017, the Company executed an option agreement with Rio Tinto Exploration Canada Inc. (“RTEC”) (a wholly-owned subsidiary of Rio Tinto) on the Company’s 100%-owned Bark Lake copper, nickel and platinum group elements (“Cu-Ni-PGE”) project. Under the terms of the option, RTEC can earn a 70% interest by incurring $3 million in exploration expenditures and by paying Benton $50,000 cash over five years (the “First Option”) ($30,000 received). After the First Option period, RTEC may either form a joint venture with Benton on a 70/30 basis

or, at its election, increase its interest to 80% (the “Second Option”) by spending an additional $5 million in exploration expenditures over the next 4 years and by paying Benton $100,000 cash within 30 days after electing to exercise the Second Option. Upon exercising the Second Option, RTEC may elect to form a joint venture with Benton on an 80/20 basis.

(iv) Baril Lake

During the year ended June 30, 2019, the Company entered into an option to purchase agreement with Rio Tinto Exploration Canada Inc. (“RTEC”) whereby RTEC has the right to earn a 100% interest in the Company’s Baril Lake claims located approximately 5km west of the Company’s Bark Lake project which is also under option to RTEC. Pursuant to the terms of the agreement, RTEC can earn 100% of the Baril project by paying the Company $200,000 ($50,000 received and $25,000 received in the subsequent period) over 4 years and should RTEC achieve commercial production at the project, it will pay the Company an additional $1,000,000. The Company also retains a 2% Net Smelter Royalty (NSR), half of which (1% NSR) can be purchased by RTEC for $1,000,000.

(v) Alder East

During the year ended June 30, 2017, the Company executed an option agreement with g Iron Corp. (“Sokoman”) on the Company’s Alder East property consisting of a single licence, containing 20 units, located in central Newfoundland. Under the terms of the option, Sokoman has the option to earn a 100% interest in the Alder East property under the following terms:

Paying Benton $1,500 cash (received) and issuing 1 million common shares (received) of Sokoman upon signing, acceptance and approval by the TSX Venture Exchange (accepted and approved);
Issuing 500,000 common shares to Benton on the first anniversary of the option agreement (received);
Issuing 500,000 common shares to Benton on second anniversary of the option agreement; (received)
Benton will retain a 2% NSR on the Alder East project with Sokoman having the option to buy-back 1% for $1 million;
Sokoman agrees to keep the license in good standing throughout the option period and if the property is returned to Benton, it is to be returned in good standing with at least 6 months;
Paying Benton $100,000 in cash, common shares or a combination of cash and shares upon completion of a NI 43-101 compliant Mineral Resource estimate;
Paying Benton $200,000 in cash, common shares or a combination of cash and shares upon completion of a pre-feasibility study; and
Paying Benton $300,000 in cash, common shares or a combination of cash and shares upon completion of a final/full/bankable feasibility.

(vi) Shebandowan

During the year ended June 30, 2017, the company executed an option agreement with White Metal (a company related by common director Michael Stares) on the Company’s Shebandowan project which consists of 135 units in 12 claims in the Burchell Lake, Greenwater Lake and Kashabowie Lake areas in the Thunder Bay mining district. White Metal has the option to earn a 100% interest in the Shebandowan property under the following terms:

Paying Benton $15,000 cash (received) and issuing 200,000 shares (received) of White Metal on signing, acceptance and approval by the TSX Venture Exchange (accepted and approved);
Benton will retain a 2% NSR on the Shebandowan property with White Metal having the option to buy-back 1% NSR for $1 million;
White Metal agrees to keep all claims in good standing and should White Metal elect to drop any claims contained within the option agreement, they will return these claims to the Company in good standing for at least six months; and
Paying Benton $500,000 in cash, common shares of White Metal a combination of cash and shares at White Metal’s election upon completion of a NI 43-101-compliant resource on any claims contained within the option agreement.

(vii) Goodchild

During the year ended June 30, 2019, the Company entered into an asset purchase/sale agreement with Canadian Orebodies Inc. (“Canadian Orebodies”), a company listed on the TSX Venture Exchange trading under the symbol “CORE”, whereby the Company sold the southwest portion the Goodchild Lake mining property (the “Property”). The portion of the Property sold consists of 31 claim cells totaling approximately 500 hectares. As consideration for the purchase, Canadian Orebodies issued Benton 100,000 common shares in the capital stock of the Canadian Orebodies and granted Benton a 1.5% NSR. Canadian Orebodies has the option to buy-down 50% of the NSR at any time for the sum of $750,000. The purchase agreement was approved by the TSX Venture Exchange and the 100,000 shares were received during the year ended June 30, 2019.

The Company retained the remaining portion of the project through re-staking 22 single-cell mining claims, totalling 467 hectares, to cover the majority of the important mineral occurrences on the property.

(viii) Iron Duke

The Company acquired a 100% interest through staking in 2016 in the Iron Duke gold project located 20km east of the past producing Mattabi/Sturgeon Lake base metal deposits and 30km south of the past-producing St. Anthony gold mine. The project is comprised of 47 units in 3 claims.

(ix) East Hemlo

During the year ended June 30, 2021, the Company acquired via staking a 100% interest in 145 single-cell mining claims, 5km east of Barrick Gold Corporation’s Hemlo Gold Mine.

h) Write-downs/Recoveries/Disposals

Reductions to the carrying costs of mineral properties result from amounts recorded for write-downs and for cost recoveries or earn-ins or dispositions during the years ended June 31, 2021 and 2020 were as follows:

Write-downs: Bedivere Panama Other Properties Total Recoveries/Dispositions: Saganaga Newfoundland JV Properties Panama Escape Lake Total	June 30, 2021 June 30, 2020 $ $ - 1,274,854 - 403,180 2,120 104,029
	2,120 1,782,063
	31,445 - 83,350 - - 182,685 - 3,000,000
	114,795 3,182,685

9. CAPITAL STOCK:

(a) Share Capital

Authorized:

Unlimited common shares without par value One voting preference share

Issued and outstanding: 115,630,905 common shares Nil preference shares

(b) Share Purchase Warrants

Details of share purchase warrant transactions for the years ended June 30, 2021 and 2020 is as follows:

Balance, June 30, 2019 Issued pursuant to private placements Issued to finders’ pursuant to above Balance, June 30, 2020 Issued pursuant to private placements Issued to finders’ pursuant to above Exercised during the year Balance, June 30, 2021	# of Warrants Amount $ Wtd. Avg. Ex. Price
	- - - 4,012,696 142,007 $0.21 607,779 22,077 $0.20
	4,620,475 164,084 $0.21 11,868,000 954,695 $0.28 1,587,330 190,917 $0.21 (186,669) (2,974) $0.075
	17,889,136 1,306,722 $0.26

The fair value of the outstanding warrants was estimated on the grant date using an option pricing model with the following assumptions:

Date Issued	# of Warrants Exercise Price Risk-Free Interest Rate Dividend Yield Expected Volatility
December 27, 2019 June 15, 2020 December 11, 2020 December 11, 2020 December 17, 2020 December 17, 2020 May 28, 2021 May 28, 2021	1,450,850 $0.15 1.65% 0% 102% 2,982,956 $0.25 0.26% 0% 116% 3,763,000 $0.30 0.25% 0% 123% 257,280 $0.20 0.25% 0% 123% 2,480,000 $0.30 0.24% 0% 124% 148,800 $0.20 0.24% 0% 124% 6,018,750 $0.25 0.32% 0% 120% 787,500 $0.20 0.32% 0% 120% 17,889,136

Pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate.

The following table summarizes information about the warrants outstanding at the years ended June 30, 2021 and 2020:

Expiry Date Exercise Price	June 30, 2021 # of Warrants June 30, 2020 # of Warrants
December 27, 2022 $0.15 June 27, 2021 $0.075 June 15, 2022 $0.25 December 11, 2022 $0.30 December 11, 2022 $0.20 December 17, 2022 $0.30 December 17, 2022 $0.20 May 28, 2024 $0.25 May 28, 2024 $0.20	1,450,850 1,450,850 - 186,669 2,982,956 2,982,956 3,763,000 - 257,280 - 2,480,000 - 148,800 - 6,018,750 - 787,500 -
	17,889,136 4,620,475

(c) Stock Options

Details of stock option transactions for the years ended June 30, 2021 and 2020 are as follows:

Balance, June 30, 2019 Granted during the year Expired during the year Balance, June 30, 2020 Granted during the year Expired during the year Balance, June 30, 2021	# of Options Weighted Average Exercise Price
	6,595,000 $0.09 2,250,000 $0.10 (2,045,000) $0.10
	6,800,000 $0.09 2,100,000 $0.20 (650,000) $0.09
	8,250,000 $0.12

The following table summarizes information about the options outstanding at the years ended June 31, 2021 and 2020:

he following table summarizes information	about the options outstanding at the years ended June 31, 2021 and 202
Expiry Date Exercise Price	June 30, 2021 # of Options Issued June 30, 2021 # of Options Exercisable June 30, 2020 # of Options Issued June 30, 2020 # of Options Exercisable
November 7, 2022 $0.10 January 15, 2024 $0.07 March 28, 2024 $0.10 February 19, 2025 $0.10 August 18, 2025 $0.20	2,150,000 2,150,000 2,300,000 2,300,000 1,800,000 1,800,000 1,950,000 1,950,000 200,000 200,000 300,000 225,000 2,000,000 1,500,000 2,250,000 562,500 2,100,000 1,050,000 - -
	8,250,000 6,700,000 6,800,000 5,037,500

(d) Stock Option Plan

The Company has a Stock Option Plan (the “Plan”) for directors, officers, employees and consultants. The Plan authorizes the granting of options to purchase up to a maximum of 15,254,706 common shares of which 8,250,000 are outstanding at June 30, 2021 (June 30, 2020 – 6,800,000). The Plan provides that:

i) any options granted pursuant to the Plan shall expire no later than five years after the date of grant;
ii) any options granted pursuant to the Plan shall be non-assignable and non-transferable;

iii) the number of common shares issuable pursuant to the Plan to any one person in any 12-month period shall not exceed 5% of the outstanding common shares;

iv) the number of common shares issuable pursuant to the Plan to any one consultant in any 12-month period may not exceed 2% of the outstanding common shares;

v) the number of common shares issuable pursuant to the Plan to persons employed in investor relation activities may not exceed 2% of the outstanding common shares in any 12-month period.

vi) the Plan provides that options shall expire and terminate 30 days following the date the optionee ceases to be an employee, director or officer of, or consultant to, the Company, provided that if such termination is as a result of death of the optionee, the optionee’s personal representative shall have one year to exercise such options.

vii) The number of common shares: (1) reserved for issuance to insiders of the Company may not exceed 20% of the issued and outstanding common shares; and (2) which may be issued to insiders within a one-year period may not exceed 20% of the issued and outstanding common shares.

viii) the Plan provides that options granted under the plan shall vest in the optionee, and may be exercisable by the optionee as follows: (1) 25% on the date of granting; (2) 25% six months from the date of granting; (3) 25% twelve months from the date of granting; and (4) 25% eighteen months from the date of granting.

(e) Private Placements

During the year ended June 30, 2021, the Company completed the following private placements:

i.) In May 2021, the Company complete a non-brokered flow-through private placement for gross proceeds of $2,250,000 by issuing 11,250,000 flow-through units at a price of $0.20 per unit. Each unit consists of one flow-through common share of the Company and one-half of one common share purchase warrant, each whole warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.25 until May 28, 2024.

In connection with the private placement, the Company paid 787,500 compensation units and 393,750 finders’ warrants. The compensation units consisted of one common share of the Company and one common share purchase warrant exercisable for an additional common share of the Company at a price of $0.20 per share until May 28, 2024. The finders’ warrants entitle the holder to acquire an additional common share of the Company at an exercise price of $0.25 per share until May 28, 2024.

ii.) In December 2020, the Company completed a non-brokered private placement for gross proceeds of $1,013,460 by issuing 3,250,000 flow-through units at a price of $0.20 per unit, each unit consisting of one flow-though common share and one-half of one common share purchase warrant, each whole warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 for a period of 24 months from the date of issuance. In addition, the Company issued 2,138,000 units at a price of $0.17 per unit, each unit consisting of one common share and one common share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 expiring December 11, 2022.

The Company paid cash finders’ fees totalling $49,138 and issued 257,280 finders’ warrants exercisable at $0.20 expiring December 11, 2022

iii.) In December 2020, the Company completed a non-brokered private placement for gross proceeds of $421,600 by issuing 2,480,000 units at $0.17 with each unit consisting of one common share and one common share purchase warrant, each warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 expiring on December 17, 2022.

The Company paid cash finders’ fees totalling $25,296 and issued 148,800 finders’ warrants exercisable at $0.20 expiring December 17, 2022.

During the year ended June 30, 2020, the Company completed the following private placements:

i.) In December 2019, the Company completed a non-brokered flow through private placement by issuing 2,901,700 units at a price of $0.075 per unit for aggregate proceeds of $217,628. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, each whole warrant entitling the holder therein to purchase an additional common share of the Company for $0.15 until December 27, 2022.

In connection with the private placement, the Company paid cash finders’ fees totalling $14,000 as well as 186,669 finders’ warrants exercisable at $0.075 expiring June 27, 2021.

ii.) In June 2020, the Company completed a non-brokered private placement of flow-through shares and non flowthrough units for gross proceeds of $1,084,039. The Company issued 5,006,659 flow-through shares at a price of $0.15 per flow-through share. The Company also issued and 2,561,846 non-flow-through units at a price of $0.13 per unit, each Unit consisting of one common share of the Company and one common share purchase warrant, each warrant being exercisable at $0.25 for 24 months following the date of issuance.

In connection with the private placement, the Company paid cash finders’ fees totalling $60,212 as well as 421,110 finders’ warrants exercisable at $0.25 expiring June 15, 2022.

The aggregate deferred premium on the issuance of the 22,408,359 flow-through common shares detailed above was $549,684. This difference between the proceeds of the placement and the net amount recorded in the Company’s share capital account is treated as a liability in accordance with IFRS. This liability is reversed into earnings as the Company incurs flow-through eligible exploration and evaluation expenditures. This reversal amounted to $250,354 for the year

ended June 30, 2021 (June 30, 2020 - $26,520) resulting in a deferred premium balance of $273,060 at June 30, 2021 (June 30, 2020 – $160,664).

10. LEASE LIABILITY:

During the year ended June 30, 2016, the Company entered into an office lease agreement for its head office premises. The initial term of the lease was for three years commencing on June 1, 2016 and terminating on May 31, 2019, subject to a right of extension as described herein. The lease is a triple net lease with the initial term paid in monthly installments of $3,100 plus HST, which includes base rent and prescribed monthly additional rents based on estimated annual operating costs which is adjusted annually for actual costs. Pursuant to the terms of the lease, at the end of the initial term the Company exercised its right to extend the lease for two additional years to be paid in monthly installments of $3,859 plus HST consisting of base rent and additional rent on the same basis as described above. At the end of this extension the Company has the right to extend the lease for a further five-year period at amounts to be negotiated at that time. During the year ended June 30, 2020, the base rent and additional rent payment increased to $4,217 plus HST. An additional $19,537 was recorded as lease liability and right-of-use assets during the current period.

During the year ended June 30, 2019, the Company leased a truck from Toyota Financial Services commencing on December 11, 2018 for a term of 40 months and terminating on April 11, 2022. The lease is paid in monthly installments of $510 plus HST. The lease contains a Lease End Purchase Option that will allow the Company to purchase the truck at the end of the lease for $25,766 plus HST and any applicable fees.

During the year ended June 30, 2021, the Company leased an additional truck from Toyota Financial Services commencing on September 28, 2020 for a term of 48 months and terminating on September 28, 2024. The lease is paid in monthly installments of $614.57 plus HST. The lease contains a Lease End Purchase Option that will allow the Company to purchase the truck at the end of the lease for $25,707 plus HST and any applicable fees.

The lease liability relates to the above leases for the Company’s office premises and field trucks. The office lease expires on May 31, 2021 at an estimated interest rate of 12% (the Company’s estimated incremental borrowing rate). The Company then has a five-year renewal option taking the lease expiry to May 31, 2026. The field truck leases bear interest rates ranging from 4.19% to 7.53%. The lease liability for the years ended June 30, 2021 and 2020 is as follows:

Lease liability Less: Current portion Long-term portion	June 30, 2021 $ June 30, 2020 $
	214,683 223,218 (43,411) (33,862)
	171,272 189,356

Interest expense recognized on the lease liability for the current year was $23,621 (June 30, 2020 - $22,852) and is included under general and administrative expenses on the statement of profit and loss.

11. RELATED PARTY TRANSACTIONS:

The Company paid or accrued the following amounts to related parties during the years ended June 30, 2021 and 2020:

			June 30,	June 30,
	Description of		2021	2020
Payee	Relationship	Nature of Transaction	Amount ($)	Amount ($)
Gordon J.	Company controlled by	Legal fees and disbursements	40,808	114,852
Fretwell Law	Gordon Fretwell,	charged/accrued during the
Corporation	Officer and former	period
	director
Stares	Company controlled by	Payments for equipment rentals	1,260	350
Contracting	Stephen Stares, Director	included in exploration and
Corp.	and Officer and	evaluation expenditures
	Michael Stares,
	Director
Michael	Director	Prospecting services included in	4,400	-
Stares		exploration and evaluation
		expenditures
Stares	Company controlled by	Prospecting services included in	5,800	-
Prospecting	Alexander Stares,	exploration and evaluation
Ltd.	brother of Stephen and	assets
	Michael Stares
Stephen and	Directors	Cabin rental included in	1,700	-
Michael		exploration and evaluation
Stares		expenditures

The purchases from and fees charged by the related parties are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

During the year ended June 30, 2021, the Company accrued director fees to one of its directors totaling $10,000 for services rendered on the Company’s Audit Committee (June 30, 2020 - $7,500). The director is to receive $2,500 per quarter.

Included in accounts payable and accrued liabilities at June 30, 2021 and 2020 is:

$10,000 in accrued liabilities to Gordon J. Fretwell Law Corporation (June 30, 2020 - $10,000)
$6,670 in accounts payable to Stares Prospecting Ltd. (June 30, 2020 – nil)
$1,700 in accounts payable jointly to Stephen and Michael Stares (June 30, 2020 – nil)
$4,972 in accounts payable to Michael Stares (June 30, 2020 – nil)
$10,000 in unpaid directors’ fees (June 30, 2020 - nil)

During the year ended June 30, 2021, the Company invoiced White Metal (related by common director Michael Stares) $12,000 for office rental (June 30, 2020 - $12,000). See also note 8(a) for an ongoing property option transaction that was completed with White Metal Resources Corp. during fiscal 2020.

Key management personnel remuneration during current year included $376,917 (June 30, 2020 - $375,574) in salaries and benefits and $139,797 (June 30, 2020 - $46,722) in share-based payments. There were no post-retirement or other long-term benefits paid to key management personnel during the year.

12. LOSS PER SHARE:

Basic loss per common share has been calculated using the weighted average number of common shares outstanding in each respective period. Diluted income / (loss) per share assumes that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the year have been exercised on the later of the beginning of the year and the date granted.

13. INCOME TAXES:

(a) Provision for Current Income Taxes

The provision for (recovery of) income taxes differs from the amount that would have resulted by applying the combined Canadian federal and provincial statutory tax rates of 26.5% (June 30, 2020 – 26.5%).

Net income (loss) before taxes Income tax expense reconciliation Expected income tax expense (recovery) calculated using statutory rates Tax effect of the following items: Non-deductible share-based payments Non-deductible expenses and other items Non-deductible write-down of mineral properties Adjustment to fair value for fair value through profit and loss investments CCA deducted Expected income tax expense (recovery) calculated for tax purposes Non-capital loss carry forwards applied Valuation allowance Income tax expense (recovery) Income tax expense (recovery) consists of: Current income taxes Deferred income taxes (flow-through)		June 30, 2021 $ (1,312,361) (347,776) 107,910 (102,798) 562 147,812 (5,357)	June 30, 2021 $ (1,312,361) (347,776) 107,910 (102,798) 562 147,812 (5,357)	June 30, 2020 $ 3,408,699 903,305 32,122 107,755 472,247 (1,673,884) (4,317)	June 30, 2020 $ 3,408,699 903,305 32,122 107,755 472,247 (1,673,884) (4,317)

			(199,647) - (50,368)		(162,772) - 136,252
			(250,015)		(26,520)
			- (250,015)		- (26,520) (26,520)
			(250,015)

(b) Deferred Tax Balances

The tax effect of temporary differences that give rise to deferred income tax assets and deferred income tax liabilities at the combined Canadian federal and provincial statutory tax rates are as follows:

Deferred tax assets (liabilities) – long term Non-capital losses Capital losses Property and equipment Investments Deferred development expenditures Valuation Allowance Net deferred income tax liability		June 30, 2021 $ 513,148 986,918 2,586 (591,015) 1,470,151 (2,381,788)	June 30, 2020 $ 305,265 492,881 989 (630,026) 1,932,630 (2,101,739)
		-	-

(c) Additional Income Tax Information

The Company has non-capital losses of $1,936,406 available to reduce taxable income in future years as well as capital losses in the amount of $3,947,670 available for carryforward. The benefit of the losses has not been recognized in these financial statements. The capital losses can be used against future capital gains with no expiry. The non-capital losses as follows if unused:

Year of Expiry 2039 2040 2041 Total $		Amount 537,709 645,315 753,382
		1,936,406

In addition to the above, the Company has available $5,611,731 in cumulative Canadian exploration expenses, $1,437,968 in cumulative Canadian development expenses and $544,157 in foreign exploration and development expenses available for deduction against taxable income in future periods.

14. SHARE-BASED PAYMENTS:

The Company applies the fair value method of accounting for share-based payments to directors, officers, employees and consultants and accordingly $407,207 is recorded as share-based payments in profit and loss and under reserves in shareholders’ equity as equity settled benefits for the 2,719,038 options that vested during the year ended June 30, 2021. The fair value of the options vesting below during the period was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

Grant Date	# of Options Vested Exercise Price ExpiryDate Fair Value of Option Dividend Yield Volatility Risk-free Interest Rate Expected Life
January 15, 2019 March 28, 2019 February 19, 2020 August 19, 2020	13,393 $0.07 January 15, 2024 $0.038 0% 109% 1.91% 5 yrs 11,813 $0.10 March 28, 2024 $0.035 0% 109% 1.46% 5 yrs 887,126 $0.10 February 19, 2024 $0.070 0% 111% 1.38% 5 yrs 1,806,706 $0.20 August 18, 2025 $0.19 0% 176% 0.35% 5 yrs 2,719,038

15. CAPITAL DISCLOSURES:

The Company’s objectives when managing capital are as follows:

To safeguard the Company’s ability to continue as a going concern;

To raise sufficient capital to finance its exploration and development activities on its mineral exploration properties;
To raise sufficient capital to meet its general and administrative expenditures.

The Company manages its capital structure and makes adjustments to it based on the general economic conditions, its short-term working capital requirements, and its planned exploration and development program expenditure requirement. The capital structure of the Company is composed of working capital and shareholders’ equity. The Company may manage its capital by issuing flow through or common shares, or by obtaining additional financing. The Company utilizes annual capital and operating expenditure budgets to facilitate the management of its capital requirement. These budgets are approved by management and updated for changes in the budgets underlying assumptions as necessary.

There were no changes in the Company’s approach to managing capital during the year.

In order to maintain or adjust the capital structure, the Company considers the following;
i) incremental investment and acquisition opportunities;
ii) equity and debt capital available from capital markets;
iii) equity and debt credit that may be obtainable from the marketplace as a result of growth in mineral reserves; iv) availability of other sources of debt with different characteristics than the existing bank debt;
v) the sale of assets;
vi) limiting the size of the investment program; and
vii) new share issuances if available on favorable terms.

Except as otherwise disclosed, the Company is not subject to any external financial covenants at June 30, 2021.

16. FINANCIAL RISK MANAGEMENT:

The Company’s financial instruments are exposed to certain risks, including credit risk, interest rate risk, liquidity risk, currency risk and market risk.

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash, temporary investments, accounts and other receivables and refundable security deposits. The Company’s cash is held through a large Canadian Financial Institution. The temporary investments are held through major Canadian Financial Institutions with only the highest credit quality as determined by rating agencies. The temporary investments are available for cash requirement purposes at the request of the Company. Refundable security deposits are held by the Government of Newfoundland. The Company has no significant concentration of credit risk arising from operations. Management believes the risk of loss to be remote.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. While management feels the risk of capital loss on its temporary investments is remote given its investment in only highly rated, investment grade fixed income securities with reputable Canadian financial institutions, the income derived from these securities can fluctuate as a result of changes in interest rates upon reinvestment of matured funds. The Company’s temporary investments are purchased at fixed interest rates and are either fully liquid or bear short term staggered maturity dates to mitigate the risk of fluctuating interest rates. At June 30, 2021 a 1% change in yields on the Company’s short term investments would result in an approximate $11,100 (June 30, 2020 - $12,000) change in interest income per annum.

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company monitors and reviews current and future cash requirements and matches the maturity profile of financial assets and liabilities. This is generally accomplished by ensuring that cash and temporary

investments are always available to settle financial liabilities. At June 30, 2021, the Company had cash on hand of $2,218,863 (June 30, 2020- $895,569) and temporary investments available to the Company of $1,118,147 (June 30, 2020 – $1,218,078) to settle current liabilities of $479,230 (June 30, 2019 - $341,168). All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

(d) Currency risk

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company’s operations are in Canada; therefore, management believes the foreign exchange risk derived from any currency conversions is negligible and therefore does not hedge its foreign exchange risk.

(e) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and equity price risk. The fair value of the ,Company’s long term investments are impacted by changes in the quoted market price of the underlying issuer’s securities with the resulting change impacting net income.

17. SUPPLEMENTAL CASH FLOW INFORMATION:

Net change in non-cash working capital balances related to operating activities consists of:

Accounts and other receivables Prepaid expenses Refundable deposits Accounts payable and accrued liabilities Total	June 30, 2021 $ (121,552) (17,349) (106,200) 15,778 (229,323)	June 30, 2020 $
		24,430 867 88,646 75,020
		188,963

The following transactions did not result in cash flows and have been excluded from operating, financing and investing activities:

*Non-cash operating activities* Prepaid expenses allocated to reduce lease liability – on adoption of IFRS 16 *Non-cash financing activities* Lease liability recognized on adoption of IFRS 16 Prepaid expenses allocated to reduce lease liability on adoption of IFRS 16 Common shares issued for mineral property option Compensation units issued in private placement to finders’ Share issue costs settled with compensation units *Non-cash investing activities* Right-of-use lease assets recognized on adoption of IFRS 16 Mineral property option through common share issuance Common shares received for mineral property option/disposal Proceeds of mineral property option/disposal for common shares	June 30, 2021 $ - - - 93,000 177,188 (177,188) - (93,000) (315,333) 315,333	June 30, 2020
		$ 6,798 262,788 (6,798) 33,000 - (262,788) (33,000) (3,370,065) 3,370,065

18. REFUNDABLE DEPOSITS:

Refundable security deposits of $129,550 (June 30, 2020 - $23,350) represents security deposits paid to the Government of Newfoundland and Labrador in connection with mineral property claims located in the Province of Newfoundland. These refundable security deposits are refundable to the Company upon submission by the Company of a report

covering the first-year work requirements, which meets the requirements of the Government of Newfoundland and Labrador.

19. COMMITMENTS AND CONTINGENCIES:

In addition to the commitments described in note 8 related to its exploration and evaluation assets and note 10 related to Leases, the Company has the following commitments\contingencies:

During the year ended June 30, 2019, the Company engaged CHF Capital Markets (“CHF”) for investment community outreach, corporate communications, branding and social & digital marketing is for a fixed term of twelve months ending February 28, 2020. Thereafter, the contract may be extended month to month with a two months cancellation notice. Under the terms of the agreement, CHF receives $6,250 per month in fees and reimbursement of approved expenses and CHF received options for 100,000 common shares exercisable at $0.10 per share expiring March 28, 2024. The Company renegotiated the contract during the year ended June 30, 2020 and effective June 1, 2020, will pay CHF $3,600 per month plus HST for a term of 12 months. The contract may be cancelled by either party by providing two months written notice. During the year ended June 30, 2021, the Company amended its contract with CHF to increase its outreach exposure and effective February 1, 2021, the Company will pay CHF $6,500 per month plus HST for a minimum period of 12 months. Either party may cancel this agreement after the initial period with 2 months written notice.
Early in calendar year 2020, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, the long-term extent of the impact the COVID-19 outbreak may have on the Company remains unknown as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus. While the extent of the impact is unknown, we anticipate this outbreak may cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, which may negatively impact the Company’s business and financial condition. It is expected that with the development of apparently safe and effective vaccines the effect of the pandemic will be somewhat mitigated, however, distribution of the vaccines are still uneven and their ultimate effectiveness against the virus and variants is still not know with any certainty.

20. SUBSEQUENT EVENTS:

The following events occurred subsequent to June 30, 2021:

The Company granted 2.4 million stock options to directors, officers, employees, advisors and consultants of the Company at an exercise price of $0.20 until July 28, 2026. The options are subject to vesting provisions contained withing the Company’s stock option plan.
Sokoman Minerals Corp. (“Sokoman”) executed two property option agreements on behalf of the strategic alliance between the Company and Sokoman to add mineral claims to the Grey River Gold Property in the province of Newfoundland and Labrador, Canada. Pursuant to an option agreement (the “Lewis Option Agreement”), Gary Lewis (“Lewis”) has granted Sokoman the option to acquire a 100% interest in a property license consisting of seven claims (the “Lewis Property”) subject to a 1.5% net smelter return royalty (the “Lewis NSR”) in favour of Lewis (the “Lewis Option”). One percent of the Lewis NSR may be purchased by the Company for $1 million at any time. The Lewis Option Agreement will terminate if Sokoman fails to complete any of the following terms, and each cash payment and share issuance is to be made equally among Gary Lewis, Aubrey Budgell and Paul Delaney:
the payment of $10,000 cash (paid);

the issuance of 50,000 shares of Sokoman upon TSX Venture Exchange (the “Exchange”) approval (subsequently received);
the payment of a further $10,000 and the issuance of a further 50,000 shares on or before the first anniversary of the Lewis Option Agreement;
the payment of a further $10,000 and the issuance of a further 50,000 shares on or before the second anniversary of the Lewis Option Agreement; and
the payment of a further $10,000 and issuance of a further 50,000 shares on or before the third anniversary of the Lewis Option Agreement.

Pursuant to a second option agreement (the “G2B Gold Option Agreement”), G2B Gold Inc. (“G2B Gold”) has granted Sokoman the option to acquire a 100% interest in a property consisting of three licenses comprised of four claims (the “G2B Property”) subject to a 1.5% net smelter return royalty (the “G2B NSR”) in favour of G2B Gold (the “G2B Gold Option”). One percent of the G2B NSR may be purchased by the Company for $1 million at any time. The G2B Option Agreement will terminate if Sokoman fails to complete any of the following terms, and each cash payment and share issuance is to be made equally among G2B Gold, United Gold Inc. and Grassroots Prospecting & Prospect Generation Inc.:

the payment of 10,000 cash (paid);
the issuance of 50,000 shares of Sokoman upon Exchange approval (subsequently received);
the payment of a further $10,000 and the issuance of a further 50,000 shares on or before the first anniversary date of the G2B Gold Option Agreement;
the payment of a further $10,000 and the issuance of a further 50,000 shares on or before the second anniversary date of the G2B Gold Option Agreement.

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Benton Resources Inc. — Annual Report 2021

47044_rns_2021-09-20_20fa3d89-30ac-4ef9-b687-ce29febd0acb.pdf

BENTON RESOURCES INC.

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Benton Resources Inc.:

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Other information

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditor’s Responsibilities for the Audit of the Financial Statements

BENTON RESOURCES INC.

STATEMENTS OF FINANCIAL POSITION

BENTON RESOURCES INC.

STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED JUNE 30

BENTON RESOURCES INC.

STATEMENTS OF CHANGES IN EQUITY

BENTON RESOURCES INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30

BENTON RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND GOING CONCERN:

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Statement of Compliance to International Financial Reporting Standards (“IFRS”)

Basis of Presentation

Financial Instruments

Financial assets

Financial assets at Fair-value through profit or loss –

Financial assets at Fair-value through other comprehensive income –

Financial assets at amortized cost –

Financial liabilities

Impairment

Cash and cash equivalents

Investments

Investments in Joint Ventures

Exploration and Evaluation Assets

Lease – IFRS 16

Restoration, Rehabilitation and Environmental Obligations

Property and Equipment

Impairment of non-financial assets

Revenue Recognition

Interest

Income Taxes

Foreign Currency Translation

Share-based payment transactions

Flow-Through Financing

Segment reporting

Operating Expenses

Significant accounting judgments and estimates

Critical accounting judgments

Earnings (loss) Per Share

Provisions

3. NEW AND FUTURE ACCOUNTING PRONOUNCEMENTS:

4. TEMPORARY INVESTMENTS:

5. RESTRICTION ON THE USE OF CASH

6. LONG-TERM INVESTMENTS:

7. PROPERTY AND EQUIPMENT:

8. EXPLORATION AND EVALUATION ASSETS:

For the year ended June 30, 2021

a) Far Lake Property

b) Newfoundland Joint Venture Properties – Sokoman Minerals Corp.

Kepenkeck Gold Project

Golden Hope

Grey River

Larry’s Pond

c) Saganaga Property

d) Bedivere

e) Panama Lake

f) Escape Lake

g) Other Properties

(i) Abernethy Property

(ii) Kingurutik Lake Property

(iii) Bark Lake

(iv) Baril Lake

(v) Alder East

(vi) Shebandowan

(vii) Goodchild

(viii) Iron Duke

(ix) East Hemlo

Benton Resources Inc. Annual Report 2021