SYS-CON MEDIA Authors: Kevin Benedict, Rich Waidmann, Pat Romanski, Michael Jannery, Javier Paniza

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
Entuity®, a provider of enterprise-class network management solutions, today announced that it solidifies its position as a market leader through global enterprise customer acquisitions and a refined channel strategy. In 2014, Entuity increased new license revenues in EMEA by over 75 percent, and LATAM by over 125 percent as customers embraced Entuity for its highly automated solution and unified architecture. Entuity’s refined channel strategy focuses on even deeper strategic alignment with ke...
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
We are all here because we are sold on the transformative promise of The Cloud. But what good is all of this ephemeral, on-demand infrastructure if your usage doesn't actually improve the agility and speed of your business? How must Operations adapt in order to avoid stifling your Cloud initiative? In his session at DevOps Summit, Damon Edwards, co-founder and managing partner of the DTO Solutions, will highlight the successful organizational, process, and tooling patterns of high-performing c...
Technology is enabling a new approach to collecting and using data. This approach, commonly referred to as the "Internet of Things" (IoT), enables businesses to use real-time data from all sorts of things including machines, devices and sensors to make better decisions, improve customer service, and lower the risk in the creation of new revenue opportunities. In his General Session at Internet of @ThingsExpo, Dave Wagstaff, Vice President and Chief Architect at BSQUARE Corporation, discuss the ...
“We help people build clusters, in the classical sense of the cluster. We help people put a full stack on top of every single one of those machines. We do the full bare metal install," explained Greg Bruno, Vice President of Engineering and co-founder of StackIQ, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
At 15th Cloud Expo, Shrikant Pattathil, Executive Vice President at Harbinger Systems, demos a video delivery platform that helps you do interactive videos. He discusses how Harbinger is accomplishing it in the cloud world, the problems they faced and the choices they made to get around these problems.
"People are a lot more knowledgeable about APIs now. There are two types of people who work with APIs - IT people who want to use APIs for something internal and the product managers who want to do something outside APIs for people to connect to them," explained Roberto Medrano, Executive Vice President at SOA Software, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
CloudBees, Inc., has announced a $23.5 million financing round, led by longtime CloudBees investor Lightspeed Venture Partners. Existing investors Matrix Partners, Verizon Ventures and Blue Cloud Ventures also participated in the round. The latest funding announcement follows earlier rounds of $4 million, $10.5 million and $10.8 million, bringing the total investment in CloudBees to just under $50 million since the company’s inception in 2010. Previous venture investment rounds were led by Ma...
AppDynamics, the application intelligence leader for software-defined businesses, announced the general availability of the AppDynamics Fall '14 Release. Serving the combined needs of IT and business teams across the enterprise, the latest release provides a comprehensive view across all aspects of digital performance in ultra large scale deployments. AppDynamics delivers Application Intelligence by building out advanced capabilities across the key areas of analytics, unified monitoring and D...
In this Women in Technology Power Panel at 15th Cloud Expo, moderated by Anne Plese, Senior Consultant, Cloud Product Marketing at Verizon Enterprise, Esmeralda Swartz, CMO at MetraTech; Evelyn de Souza, Data Privacy and Compliance Strategy Leader at Cisco Systems; Seema Jethani, Director of Product Management at Basho Technologies; Victoria Livschitz, CEO of Qubell Inc.; Anne Hungate, Senior Director of Software Quality at DIRECTV, discussed what path they took to find their spot within the tec...
We’re no longer looking to the future for the IoT wave. It’s no longer a distant dream but a reality that has arrived. It’s now time to make sure the industry is in alignment to meet the IoT growing pains – cooperate and collaborate as well as innovate. In his session at @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, will examine the key ingredients to IoT success and identify solutions to challenges the industry is facing. The deep industry expertise be...
The cloud is becoming the de-facto way for enterprises to leverage common infrastructure while innovating and one of the biggest obstacles facing public cloud computing is security. In his session at 15th Cloud Expo, Jeff Aliber, a global marketing executive at Verizon, discussed how the best place for web security is in the cloud. Benefits include: Functions as the first layer of defense Easy operation –CNAME change Implement an integrated solution Best architecture for addressing network-l...
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete...
Software AG and Wipro Ltd. have announced a joint solution platform for streaming analytics that provides real-time actionable intelligence for the Internet of Things (IoT) market. “The key to successfully addressing the IoT market is the ability to rapidly build and evolve apps that tap into, analyze and make smart decisions on fast, big data”, said John Bates, Global Head of Industry Solutions and CMO, Software AG. To address the huge market potential created by streaming analytics in conj...
Appcore deploys cloud for service providers based on the Apache Cloud set. In this demo at 15th Cloud Expo, Nate Gordon, Director of Technology at Appcore, shows their new product that's coming out in January - Appcore Atlas, which is focused on deploying private clouds based on CloudStack in 15 minutes or less. Our upcoming June 9-11, 2015, event in New York City will present a total of 10 simultaneous tracks (the largest conference content in the world) by an all-star faculty, over three days...