Benton Capital Provides Update on Acquisition of Folium Life Science Inc.
02 May 2014 - 2:27AM
Marketwired
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 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
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