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Share Name Share Symbol Market Type
TSXV:BTC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Benton Capital Amends and Finalizes Terms of Private Placement Offering With Jacob Securities

20/06/2014 6:59pm

Marketwired Canada


Benton Capital Corp. (TSXV: BTC) ("Benton" or the "Company") is pleased to
provide a further update to its June 11, 2014 news release wherein it announced
that it had 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") related to the
Company's 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"). 


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. In addition, the terms were amended to
include a clause that increases the unit to include an additional one half of a
share purchase warrant if the Ready to Build approval is not received from
Health Canada by Folium by August 31, 2014. Warrant exercise price and expiry
terms remain unchanged. The proceeds from the financing will be held in trust
until the closing of the Transaction. The offering terms were also amended to
reflect that if the conditions precedent to closing the Transaction are not met
by November 15, 2014, then the gross proceeds of the Financing held in escrow,
together with any accrued interest, will be returned to the original
subscribers.


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. Benton anticipates that
it will commence trading on the CSE in mid-July 2014.


The closing of the Transaction is subject to obtaining all applicable regulatory
and shareholder approvals. 


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.  


FOR FURTHER INFORMATION PLEASE CONTACT: 
Benton Capital Corp.
Stephen Stares
(807) 475-7474
(807) 475-7200 (FAX)
www.bentoncapital.ca

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