Benton Capital Executes LOI to Acquire Folium Life Science Inc.
THUNDER BAY, ONTARIO--(Marketwired - Apr 14, 2014) - Benton
Capital Corp. (TSX-VENTURE:BTC) ("Benton" or "the Company") is
pleased to announce that it has signed a binding letter of intent
("LOI") to acquire a 100% interest in Folium Life Science Inc
("Folium"), a private company, with its head office located in
Abbotsford, British Columbia.
Folium, through business partnerships and patient programs, has
strategically positioned itself to be the leader in the Medical
Marijuana industry. An application to become a Licensed Producer
(LP) under the Marihuana for Medical Purposes Regulations (MMPR)
has been submitted to Health Canada and is currently under final
review.
Pursuant to the LOI, Benton will acquire all of the shares of
Folium from the Folium shareholders in exchange for 13.5 million
common shares of Benton. Upon completion of the transaction Folium
will become a wholly owned subsidiary of Benton.
A summary of the key terms of the LOI with Folium is as
follows:
- Benton to issue 13.5 million common shares (post consolidation)
to Folium upon closing;
- Prior to closing:
- Benton will be required to complete a share consolidation on a
2:1 basis;
- Benton will distribute its shareholdings of Coro Mining Corp.
("Coro") to Benton shareholders through a return of capital
transaction (see below for further details); and
- Benton will be required to complete a financing and to have a
minimum $4.0 million on deposit after closing.
- Benton and Folium to each be satisfied with due diligence to be
conducted over a 30 day due diligence period.
- Closing subject to Folium receiving its Right to Build approval
from Health Canada to become a Licensed Producer.
- Benton to obtain all applicable regulatory and shareholder
approvals.
- Management of Benton are required to enter into a voting
support agreement pursuant to which they will vote their shares of
Benton in support of the transactions set out in the LOI.
- Folium to nominate three members for election to Benton's Board
of Director's.
- Fonda Betts, President and CEO of Folium will assume the
position of President of Benton and;
- Following the closing of the acquisition of Folium:
- the funds in the treasury will be utilized to construct a
production facility with a view of being fully licensed and in
production by the end of the fourth quarter of 2014 and;
- the necessary steps will be taken to change the name of Benton
Capital Corp. to Folium Life Science
Prior to closing the acquisition of Folium, the Company will,
through a return of capital transaction, transfer all of its
shareholdings in Coro consisting of 61 million common shares of
Coro to its current shareholders on a pro-rata basis. The transfer
of the Coro shares directly to our shareholders will provide the
shareholders with the right to participate directly in the success
of this South American-focused copper company that has both stellar
management and excellent projects and partners. The Benton team
will continue to support Coro and fully believes that Coro will
emerge as a successful developer of quality economic copper
projects. By providing the Benton shareholders with direct
ownership of the Coro shares, the discount that has resulted from
Benton holding the Coro share block should be eliminated. Moreover,
the acquisition of Folium will bring new value to the Benton
shareholders through exposure to an emerging and anticipated
billion dollar commercial Medical Marijuana industry.
Stephen Stares, Company President and CEO commented "This is a
tremendous opportunity for our shareholders as they will not only
receive their pro-rata share of Coro Mining but will gain exposure
to this emerging and potential billion dollar industry led by
experienced professionals that have directly assisted Health Canada
in building the framework and regulations applicable to the Medical
Marijuana industry in Canada for well over a decade."
Benton will continue to update shareholders as the acquisition
of Folium progresses.
About Folium Life
Science Inc.:
Folium Life Science Inc. is a private company incorporated under
the Business Corporations Act (British Columbia), which carries on
business exclusively in the Medical Marijuana sector. Folium's head
office is located in Abbotsford, British Columbia. Folium has
planned and negotiated for a production and distribution facility
outside of Victoria, BC. Folium's application to become a Licensed
Commercial Producer under Health Canada's Marihuana for Medical
Purpose Regulations (MMPR) is currently under final review by
Health Canada.
Folium Life Science
Inc. Management Team
FONDA BETTS - President & Chief Executive Officer and Board
Member
Ms. Betts studied Operations Management and has over 20 years
business experience with a proven track record in marketing, retail
operations, manufacturing and business administration. Ms. Betts's
strong entrepreneurial drive has established her as a pioneer in
the hydroponic industry. Her background includes: co-founding a
large retail chain of hydroponic outlets; co-founding a national
wholesale and garden supplies company (Allie's); and co-founding
Grotek Manufacturing which introduced one of Canada's most
prominent fertilizer brands. Ms. Betts was ranked in the top 100
(20th) of Canadian businesswoman in 2004 as published in Profit
magazine and Chatelaine.
In 2009 her energy focused on the Canadian medical marijuana
market. She became a partner and CEO of MedicalMarijuana.ca and
Maple Reef Plant Products, then co-founded the Greenleaf Medical
Clinic Ltd., which opened in Abbotsford B.C. in November 2011.
CHAD CLELLAND - Vice President of Production and Director
Mr. Clelland, with over 15 years direct experience, has played a
significant role in the Canadian medical marijuana community. He
co-founded the Medical Marijuana Group in 2009, with the purchase
of the MedicalMarijuana.ca website. He has developed this site into
an unsurpassed cornerstone of business activity within the
industry.
Mr. Clelland has extensive industry knowledge and experience and
has worked with countless patients and licensed designated growers.
He has successfully contributed to properly identifying specific
cannabis strains according to patients' medical conditions. Through
Maple Reef Plant Products, Mr. Clelland has been integral in
developing superior growing methods through efficient room design
and feed programs.
Over the last few years Mr. Clelland has been part of a private
stakeholders group within Health Canada's Medical Marihuana Reform
Division through the Office of Controlled Substances and Tobacco
Directorate. Mr. Clelland is a strong supporter of patients' rights
and access to affordable medication. It was through these private
closed-door meetings that the new Marihuana for Medical Purposes
were created.
Mr. Clelland has certification in the Workers Compensation Board
Occupational Health & Safety Committee Training and Hazard
Recognition and Control. He has received certification from the
Paramedic Academy and has completed the accredited Fire Fighter
levels 1 & 2 through the Justice Institute of B.C. Mr. Clelland
also holds a certificate in Integrated Pest Management issued by
the British Columbia Ministry of Environment.
EDWARD CUMMINGS - Vice
President of Operations and Director
Mr. Cummings has had notable business success through his
founding of Get Smart Ventures which involves land development, new
construction and the sale of used homes. Prior to Get Smart, he
founded and operated a reputable landscaping and irrigation
company. Mr. Cummings has a strong business sense and a high level
of expertise in both project and operational management.
In 2009, Mr. Cummings became involved in the MedicalMarijuana.ca
Group of Companies as an investor and subsequently began a more
active role in the day to day operations of the companies.
Utilizing his project management experience, Mr. Cummings was
instrumental in developing and operating the MedicalMarijuana.ca
Group of Company's grow facilities. He continues to lead staff in
best practices and continuous improvement. His land development and
construction back ground has proved invaluable in planning and
developing the new licensed commercial production facility.
PAUL BOBROSKY, CGA - Vice President Finance and Board Member
Mr. Bobrosky studied at the University of Calgary and earned his
professional accounting designation (Certified General Accountant)
in 2006. Mr. Bobrosky has over 20 years accounting experience with
a diverse range of organizations across multiple industries, the
majority of which have been in controller and other senior
management and consulting roles. His work history includes
experience with both service and manufacturing companies within the
oil and gas industry; project accounting and controls with large
EPCM and architectural firms; acquiring and developing businesses
with a private venture capitalist; and two years in public practice
with a CGA firm.
Mr. Bobrosky has extensive experience with system
implementations; internal controls and process improvement;
financial and management reporting; and business development. Mr.
Bobrosky has worked with the Medical Marijuana Group of Companies
since their inception in 2009.
About Benton Capital
Corp.:
The Company currently has approximately $1.6 million in cash. In
addition to the cash, the Company holds 61,000,000 shares
(approximately 38%) of Coro Mining Corp. ("Coro"), currently valued
at $6.1 million (based on the April 10, 2014 closing market price
of $0.10 per Coro share) resulting in an approximate net asset
value of $7.7 million but a market capitalization of less than $4.6
million (based on Benton's closing price on April 10, 2014 of $0.06
per share). 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. Benton also holds the
Goodchild-PGM-Copper-Nickel project located less than 4km from
Stillwater's Marathon Copper-PGM deposit which is currently under
development near Marathon Ontario.
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 StaresPresident and CEO(807)
475-7474(807) 475-7200Benton Capital Corp.3250 Highway 130Rosslyn,
ON P7K 0B1www.bentoncapital.ca
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