|By Marketwired .||
|June 9, 2014 12:35 PM EDT||
THUNDER BAY, ONTARIO -- (Marketwired) -- 06/09/14 -- Benton Capital Corp. (TSX VENTURE: BTC) ("Benton" or "the Company") announced today that is 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 (the "Meeting") of its shareholders (the "Benton Shareholders") on July 8, 2014 for the purpose of, among other things, considering and approving a plan of arrangement (the "Arrangement").
Benton currently holds 61,000,000 common shares (the "Coro Shares") of Coro Mining Corp. ("Coro"), an exploration and development stage mining company engaged in the acquisition and exploration of mineral properties and projects located in South America. The Arrangement has been proposed to facilitate the distribution of the Coro Shares to the Benton Shareholders as part of the reorganizing of the Company's business, following which the Company intends to focus on the medical marijuana industry through its planned acquisition of Folium Life Science Inc. The Company believes that distributing the Coro Shares to the Benton Shareholders and focusing its resources on the emerging medical marijuana industry is in the best interests of the Company and the Benton Shareholders. This separation will enable the Company to focus on developing itself as a leader in the medical marijuana industry while providing the Benton Shareholders with the right to participate directly in the success of Coro. The Company's management continues to believe that Coro will emerge as a successful developer of quality economic copper projects.
Upon the closing of the Arrangement, each Benton Shareholder of record as at the effective time on the date upon which the Arrangement becomes effective will receive one new common share in the capital of the Company (the "New Share") and its pro-rata share of the Coro Shares, which, as at the date hereof, would be approximately 0.8 Coro Shares for each Benton common share held (the "Benton Shares"). The New Shares will be identical in every material respect to the Benton Shares.
The holders of options to purchase Benton Shares (the "Benton Options") as at the effective time shall be deemed to have exchanged their Benton Options for options to purchase New Shares (the "New Benton Options"), but shall receive no Coro Shares in exchange for their Benton Options pursuant to the Arrangement and, on exercise of the New Benton Options after the effective time during the terms thereof, the holders thereof shall not be entitled to any Coro Shares. On the exercise of the New Benton Options in accordance with their terms after the effective time, a holder of a New Benton Option shall be entitled to receive a New Share in lieu of a Benton Share.
The Company currently holds 1,566,623 common share purchase warrants of Coro (the "Coro Warrants"), each entitling the Company to purchase one common share of Coro at an exercise price of $0.15 until December 20, 2016. The Company intends to retain ownership of the Coro Warrants subsequent to the Arrangement, and the Arrangement should have no effect on the terms of the Coro Warrants.
Completion of the Arrangement is subject to customary conditions, including, among other things, receipt of any required stock exchange approvals, final court approval and approval of the Arrangement at the Meeting by Benton Shareholders holding not less than two-thirds of the votes cast by Benton Shareholders present in person or represented by proxy at the Meeting. It is a condition precedent to the Arrangement that the New Shares be listed on the Canadian Securities Exchange (the "CSE"), and the Company has made an application to the CSE in this regard. The Company's board of directors unanimously recommends shareholders approve the Arrangement.
Additional details of the Arrangement will be provided in an information circular expected to be mailed to shareholders on or about the date hereof. The Arrangement is expected to close on or about July 16, 2014.
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.
3250 Highway 130, Rosslyn, ON P7K 0B1
(807) 475-7200 (FAX)
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