Welcome!

News Feed Item

Benton Capital Signs Engagement Agreement With Jacob Securities Inc. to Raise Up to $5 Million

THUNDER BAY, ONTARIO -- (Marketwired) -- 06/11/14 -- 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.

Contacts:
Benton Capital Corp.
Stephen Stares
3250 Highway 130, Rosslyn, ON P7K 0B1
(807) 475-7474
(807) 475-7200 (FAX)
www.bentoncapital.ca

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"I think that everyone recognizes that for IoT to really realize its full potential and value that it is about creating ecosystems and marketplaces and that no single vendor is able to support what is required," explained Esmeralda Swartz, VP, Marketing Enterprise and Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held June 7-9, 2016, at the Javits Center in New York City, NY.
As businesses adopt functionalities in cloud computing, it’s imperative that IT operations consistently ensure cloud systems work correctly – all of the time, and to their best capabilities. In his session at @BigDataExpo, Bernd Harzog, CEO and founder of OpsDataStore, will present an industry answer to the common question, “Are you running IT operations as efficiently and as cost effectively as you need to?” He will expound on the industry issues he frequently came up against as an analyst, and...
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Microservices are a very exciting architectural approach that many organizations are looking to as a way to accelerate innovation. Microservices promise to allow teams to move away from monolithic "ball of mud" systems, but the reality is that, in the vast majority of organizations, different projects and technologies will continue to be developed at different speeds. How to handle the dependencies between these disparate systems with different iteration cycles? Consider the "canoncial problem" ...
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists l...
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, provided the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” used open source attack tools that are free and available for download by anybody. Attendees learned where to find and how to operate these tools for the purpose of testing their own IT infrastructure. The...
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor - all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
The modern software development landscape consists of best practices and tools that allow teams to deliver software in a near-continuous manner. By adopting a culture of automation, measurement and sharing, the time to ship code has been greatly reduced, allowing for shorter release cycles and quicker feedback from customers and users. Still, with all of these tools and methods, how can teams stay on top of what is taking place across their infrastructure and codebase? Hopping between services a...
Virtualization over the past years has become a key strategy for IT to acquire multi-tenancy, increase utilization, develop elasticity and improve security. And virtual machines (VMs) are quickly becoming a main vehicle for developing and deploying applications. The introduction of containers seems to be bringing another and perhaps overlapped solution for achieving the same above-mentioned benefits. Are a container and a virtual machine fundamentally the same or different? And how? Is one techn...
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex softw...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
What sort of WebRTC based applications can we expect to see over the next year and beyond? One way to predict development trends is to see what sorts of applications startups are building. In his session at @ThingsExpo, Arin Sime, founder of WebRTC.ventures, will discuss the current and likely future trends in WebRTC application development based on real requests for custom applications from real customers, as well as other public sources of information,
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, discussed how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a practic...