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
Father business cycles and digital consumers are forcing enterprises to respond faster to customer needs and competitive demands. Successful integration of DevOps and Agile development will be key for business success in today’s digital economy. In his session at DevOps Summit, Pradeep Prabhu, Co-Founder & CEO of Cloudmunch, covered the critical practices that enterprises should consider to seamlessly integrate Agile and DevOps processes, barriers to implementing this in the enterprise, and pr...
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
The principles behind DevOps are not new - for decades people have been automating system administration and decreasing the time to deploy apps and perform other management tasks. However, only recently did we see the tools and the will necessary to share the benefits and power of automation with a wider circle of people. In his session at DevOps Summit, Bernard Sanders, Chief Technology Officer at CloudBolt Software, explored the latest tools including Puppet, Chef, Docker, and CMPs needed to...
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
CIOs and those charged with running IT Operations are challenged to deliver secure, audited, and reliable compute environments for the applications and data for the business. Behind the scenes these tasks are often accomplished by following onerous time-consuming processes and often the management of these environments and processes will be outsourced to multiple IT service providers. In addition, the division of work is often siloed into traditional "towers" that are not well integrated for cro...
It's easy to assume that your app will run on a fast and reliable network. The reality for your app's users, though, is often a slow, unreliable network with spotty coverage. What happens when the network doesn't work, or when the device is in airplane mode? You get unhappy, frustrated users. An offline-first app is an app that works, without error, when there is no network connection.
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
More and more companies are looking to microservices as an architectural pattern for breaking apart applications into more manageable pieces so that agile teams can deliver new features quicker and more effectively. What this pattern has done more than anything to date is spark organizational transformations, setting the foundation for future application development. In practice, however, there are a number of considerations to make that go beyond simply “build, ship, and run,” which changes ho...
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
Fortunately, meaningful and tangible business cases for IoT are plentiful in a broad array of industries and vertical markets. These range from simple warranty cost reduction for capital intensive assets, to minimizing downtime for vital business tools, to creating feedback loops improving product design, to improving and enhancing enterprise customer experiences. All of these business cases, which will be briefly explored in this session, hinge on cost effectively extracting relevant data from ...
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
As enterprises work to take advantage of Big Data technologies, they frequently become distracted by product-level decisions. In most new Big Data builds this approach is completely counter-productive: it presupposes tools that may not be a fit for development teams, forces IT to take on the burden of evaluating and maintaining unfamiliar technology, and represents a major up-front expense. In his session at @BigDataExpo at @ThingsExpo, Andrew Warfield, CTO and Co-Founder of Coho Data, will dis...
In most cases, it is convenient to have some human interaction with a web (micro-)service, no matter how small it is. A traditional approach would be to create an HTTP interface, where user requests will be dispatched and HTML/CSS pages must be served. This approach is indeed very traditional for a web site, but not really convenient for a web service, which is not intended to be good looking, 24x7 up and running and UX-optimized. Instead, talking to a web service in a chat-bot mode would be muc...
SYS-CON Events announced today that iDevices®, the preeminent brand in the connected home industry, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. iDevices, the preeminent brand in the connected home industry, has a growing line of HomeKit-enabled products available at the largest retailers worldwide. Through the “Designed with iDevices” co-development program and its custom-built IoT Cloud Infrastruc...