|By Marketwired .||
|July 8, 2014 04:59 PM EDT||
THUNDER BAY, ONTARIO -- (Marketwired) -- 07/08/14 -- Benton Capital Corp. (TSX VENTURE: BTC) ("Benton" or the "Company") is pleased to provide the results of its Annual General and Special Meeting of Shareholders held on July 8, 2014 in Vancouver, BC. At the meeting, shareholders voted overwhelmingly in favour of all items proposed. In particular shareholders voted to re-appoint Wasserman Ramsay, Chartered Accountants as the Company's auditor, and elected the Company's nominees for director: Stephen Stares, John Harper, Clinton Barr, Michael Stares and William Harper. Shareholders also approved the Company's acquisition of Folium Life Science Inc., a private BC company carrying on business exclusively in the medical marijuana sector. Shareholders resolved by special resolution the Company's intention to make an application for a share consolidation on a 2:1 basis which would result in the Company having 38,136,766 of its shares issued and outstanding as well as the Company's intention to make an application to change its name to Folium Life Science Inc. or some such similar name as the board of directors of the Company may determine.
Finally, shareholders approved by special resolution the Company's previously announced plan of arrangement (the "Arrangement") and arrangement agreement pursuant to Division 5 of part 9 - Arrangements of the Business Corporations Act (British Columbia). The Arrangement is to facilitate the distribution of the Coro Mining Corp. shares (the "Coro Shares") to the Benton Shareholders as part of the reorganizing of the Company's business. 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 Company expects that shareholders will receive their Coro Shares in the next 10 to 15 business days.
Following the meeting, the board of directors appointed the following officers: Stephen Stares as President and CEO, Evan Asselstine as CFO, Clinton Barr as Vice President Exploration, and Gordon Fretwell as Corporate Secretary.
The Company would also like to announce that Raphael Gerstel declined to be nominated as a director of the Company, but will remain as a director of Benton Resources Inc. Benton would like to thank Raphael for his service as a director and member of the Benton team and wishes him every success in the future.
Stephen Stares, Company President and CEO stated "We are pleased that our shareholders have approved our acquisition of Folium Life Science Inc. and look forward to closing the transaction as soon as possible, subject to receiving all final regulatory approvals."
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.
Benton Capital Corp.
Stephen Stares, President and CEO
3250 Highway 130, Rosslyn, ON P7K 0B1
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