Benton Capital Corp.

Benton Capital Corp.

May 01, 2014 12:27 ET

Benton Capital Provides Update on Acquisition of Folium Life Science Inc.

THUNDER BAY, ONTARIO--(Marketwired - May 1, 2014) - Benton Capital Corp. (TSX VENTURE:BTC) ("Benton" or "the Company") is pleased to provide an update on its April 14, 2014 news release announcing that it has signed a binding letter of intent ("LOI") to acquire a 100% interest in Folium Life Science Inc ("Folium"), a private company, with its head office located in Abbotsford, British Columbia.

Pursuant to the LOI, Benton will acquire all of the shares of Folium from the Folium shareholders in exchange for 13.5 million common shares of Benton. Upon completion of the transaction Folium will become a wholly owned subsidiary of Benton.

A summary of the key terms and timelines is as follows:

  • Benton and Folium's due diligence is well underway and should be completed shortly;
  • A definitive agreement between both parties is also being drafted and should be completed shortly;
  • A listing statement to list on the Canadian Securities Exchange ("CSE") is nearly complete and will be filed for review within the next few days;
  • Benton has engaged professional tax and securities law advisors to assist in preparing a plan of arrangement whereby the Company will return the 61 million Coro Mining Corp. shares it holds on a pro rata basis to its shareholders;
  • An information circular for the purposes of Benton's shareholder meeting to approve the Folium acquisition and the plan of arrangement is currently being drafted and will be submitted to the CSE for review and then be mailed out to shareholders;
  • Benton is currently arranging a share consolidation on a 2:1 basis;
  • Benton is currently arranging a $2.6 million private placement priced at $0.25 per share, the proceeds from which will be held in trust until the closing of the transaction;
  • Benton to issue 13.5 million common shares (post consolidation) to acquire Folium upon closing;
  • Fonda Betts, President and CEO of Folium will assume the position of President of the Company following the closing of the acquisition and;
  • Benton Capital Corp. will change its name to Folium Life Science Corp. or something similar.

The closing of the transaction is subject to obtaining all applicable regulatory and shareholder approvals and subject to Folium receiving its Right to Build approval from Health Canada to become a Licensed Producer which is anticipated to be granted in the near term.

Stephen Stares, Company President and CEO commented, "We are pleased with our progress to date and look forward to expeditiously completing the transaction. We are confident that the level of knowledge and expertise from the professional team assembled at Folium Life Science will help propel this new and exciting venture into a leading Medical Marijuana producer and educator in all aspects of this emerging growth industry."

Benton will continue to update shareholders as the acquisition of Folium progresses.

About Folium Life Science Inc.:

Folium Life Science Inc. is a private company incorporated under the Business Corporations Act (British Columbia), which carries on business exclusively in the Medical Marijuana sector. Folium's head office is located in Abbotsford, British Columbia. Folium has planned and negotiated for a production and distribution facility outside of Victoria, BC. Folium's application to become a Licensed Commercial Producer 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 $1.6 million in cash. In addition to the cash, the Company holds 61,000,000 shares (approximately 38%) of Coro Mining Corp. ("Coro"), currently valued at $6.1 million (based on the April 30, 2014 closing market price of $0.10 per Coro share) resulting in an approximate net asset value of $7.7 million but a market capitalization of less than $4.6 million (based on Benton's closing price on April 10, 2014 of $0.06 per share). 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. Benton also holds the Goodchild-PGM-Copper-Nickel project located less than 4km from Stillwater's Marathon Copper-PGM deposit which is currently under development near Marathon Ontario.

On behalf of the Board of Directors of Benton Capital Corp,

Stephen Stares, President and CEO


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.

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