Benton Capital Amends and Finalizes Terms of Private Placement Offering With Jacob Securities
June 20 2014 - 1:59PM
Marketwired
Benton Capital Amends and Finalizes Terms of Private Placement
Offering With Jacob Securities
THUNDER BAY, ONTARIO--(Marketwired - Jun 20, 2014) - Benton
Capital Corp. (TSXV: BTC) ("Benton" or the "Company") is pleased to
provide a further update to its June 11, 2014 news release wherein
it announced that it had 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") related to the Company's 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").
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. In addition, the terms were amended to include a clause
that increases the unit to include an additional one half of a
share purchase warrant if the Ready to Build approval is not
received from Health Canada by Folium by August 31, 2014. Warrant
exercise price and expiry terms remain unchanged. The proceeds from
the financing will be held in trust until the closing of the
Transaction. The offering terms were also amended to reflect that
if the conditions precedent to closing the Transaction are not met
by November 15, 2014, then the gross proceeds of the Financing held
in escrow, together with any accrued interest, will be returned to
the original subscribers.
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. Benton anticipates that it will commence
trading on the CSE in mid-July 2014.
The closing of the Transaction is subject to obtaining all
applicable regulatory and shareholder approvals.
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 Stares(807) 475-7474(807)
475-7200www.bentoncapital.ca