Benton Capital Signs Engagement Agreement With Jacob Securities Inc. to Raise Up to $5 Million
June 11 2014 - 10:35AM
Marketwired
Benton Capital Signs Engagement Agreement With Jacob Securities
Inc. to Raise Up to $5 Million
THUNDER BAY, ONTARIO--(Marketwired - Jun 11, 2014) - Benton
Capital Corp. (TSX-VENTURE:BTC) ("Benton" or the "Company") is
pleased to provide a further update to its April 14, 2014 news
release wherein it announced that it had signed a binding letter of
intent ("LOI") to acquire a 100% interest in Folium Life Science
Inc. ("Folium"), a private medical marijuana company, with its head
office located in Abbotsford, British Columbia (the
"Transaction").
Benton has now signed an engagement agreement with Jacob
Securities Inc. ("JSI") to arrange, on a best efforts basis, a
financing of up to $5 million to be completed on or before August
15, 2014 (the "Financing"). The Financing shall be completed at a
minimum price of $0.25 per unit subsequent to a 2:1 consolidation
of Benton's shares (the "Consolidation"), each unit consisting of
one common share and one half of a share purchase warrant
exercisable at $0.50 for 24 months. The warrants will have a 30 day
acceleration clause if the VWAP of the Company's common shares is
$0.75 or greater for 10 days. The proceeds from the financing will
be held in trust until the closing of the Transaction.
As contemplated in the LOI, Benton has now entered into a formal
share exchange agreement to give effect to the Transaction.
Pursuant to the terms of the share exchange agreement which
supersedes the LOI (the "Share Exchange Agreement"), Benton will
acquire all of the shares of Folium from the Folium shareholders in
exchange for 13.5 million common shares of Benton post
Consolidation resulting in Folium becoming a wholly owned
subsidiary of Benton.
A summary of the key terms and timelines for completion of the
Transaction are as follows (some of which have already been
achieved):
- Benton filing for review its listing statement to list on the
Canadian Securities Exchange ("CSE"), which filing has been
completed.
- Benton arranging the Financing to be conducted by JSI which, as
announced herein, is in progress.
- Folium signing the exclusive licensing agreements with
Medicalmaijuana.ca and the Greenleaf Medical Clinic Inc., both of
which have a considerable history in the medical marijuana sector
and have developed significant data bases applicable to the sector,
which license agreements were signed effective May 27, 2014.
- Benton completing and publishing its Information Circular
containing the material in support of the plan of arrangement (the
"Plan of Arrangement") pursuant to which the Company will divest,
on a pro rata basis to its current shareholders, the 61 million
Coro Mining Corp. shares it holds and disclosing that it has
received an order from the Supreme Court of British Columbia dated
June 6, 2014, authorizing the company to convene an annual and
special meeting of its shareholders on July 8, 2014.
- Benton holding the annual and special meeting of its
shareholders, which is currently scheduled for July 8, 2014, and
for its shareholders to approve the Plan of Arrangement, the
Consolidation, the change of name and the Transaction, with the
required voting approval thresholds being met for each such
matter.
- Upon Benton receiving shareholder approval, it will then need
to obtain the final order of the Supreme Court of British Columbia
approving the matters described in the Plan of Arrangement.
- In conjunction with the closing of the Transaction Benton will
complete the Consolidation and the Financing and then issue 13.5
million shares to acquire Folium.
- Fonda Betts, President and CEO of Folium will be appointed to
the position of President and CEO of the Company following the
closing of the Transaction and;
- Benton Capital Corp. will change its name to Folium Life
Science Ltd. on closing of the Transaction.
The closing of the Transaction is subject to obtaining all
applicable regulatory and shareholder approvals.
Stephen Stares, Company President and CEO commented "We are very
pleased with our progress and the positive reception we have
received from the financial institutions and corporations that have
been introduced to the Transaction. The Company looks forward to
working with Jacob Securities Inc. as they have an exceptional
understanding of the medical marijuana space and represent a
significant opportunity for us to build the right team to be very
successful in this new sector. We believe that the Folium Life
Science team will be a leading medical marijuana producer, seller
and educator in all aspects of this emerging medical marijuana
market.
About Jacob Securities
Inc.
Jacob Securities Inc. is an independent full-service investment
bank providing underwriting and financial advisory services to
companies in the renewable power, infrastructure, energy and mining
sectors. The firm, which is headquartered in Toronto, primarily
services small and mid-cap issuers in North America and around the
world.
About Folium Life
Science Inc.:
Folium Life Science Inc. is a private company incorporated under
the Business Corporations Act (British Columbia), which is in the
business of creating a facility for the production and distribution
of medical marijuana with the intention of ultimately becoming a
Licensed Commercial Producer pursuant to the Health Canada's
Marihuana for Medical Purpose Regulations (MMPR). Folium's head
office is located in Abbotsford, British Columbia. Folium has
planned and negotiated for a medical marijuana production and
distribution facility outside of Victoria, BC. Folium's application
to be issued a "Ready to Build" letter entitling it to build a
production facility for the growing of medical marijuana, under
Health Canada's Marihuana for Medical Purpose Regulations (MMPR) is
currently under final review by Health Canada.
About Benton Capital
Corp.:
The Company currently has approximately $1.5 million in cash. In
addition to the cash, the Company holds 61,000,000 shares
(approximately 38%) of Coro Mining Corp. ("Coro"). The Company also
holds 1,566,623 warrants of Coro exercisable at $0.15 until
December 20, 2016. In addition, Benton holds no debt and has a very
low burn rate.
On behalf of the Board of Directors of Benton Capital Corp,
Stephen Stares, President and CEO
THE TSX-VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT
ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
The information contained herein contains "forward-looking
statements" within the meaning of applicable securities
legislation. Forward-looking statements relate to information that
is based on assumptions of management, forecasts of future results,
and estimates of amounts not yet determinable. Any statements that
express predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance are not
statements of historical fact and may be "forward-looking
statements."
Forward-looking statements are subject to a variety of risks
and uncertainties which could cause actual events or results to
differ from those reflected in the forward-looking statements,
including, without limitation: risks related to failure to obtain
adequate financing on a timely basis and on acceptable terms; risks
related to the outcome of legal proceedings; political and
regulatory risks associated with mining and exploration; risks
related to the maintenance of stock exchange listings; risks
related to environmental regulation and liability; the potential
for delays in exploration or development activities or the
completion of feasibility studies; the uncertainty of
profitability; risks and uncertainties relating to the
interpretation of drill results, the geology, grade and continuity
of mineral deposits; risks related to the inherent uncertainty of
production and cost estimates and the potential for unexpected
costs and expenses; results of prefeasibility and feasibility
studies, and the possibility that future exploration, development
or mining results will not be consistent with the Company's
expectations; risks related to gold price and other commodity price
fluctuations; and other risks and uncertainties related to the
Company's prospects, properties and business detailed elsewhere in
the Company's disclosure record. Should one or more of these risks
and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in forward-looking statements. Investors are cautioned
against attributing undue certainty to forward-looking statements.
These forward looking statements are made as of the date hereof and
the Company does not assume any obligation to update or revise them
to reflect new events or circumstances. Actual events or results
could differ materially from the Company's expectations or
projections.
Benton Capital Corp.Stephen Stares3250 Highway 130, Rosslyn, ON
P7K 0B1(807) 475-7474(807) 475-7200www.bentoncapital.ca