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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
  0.00 0.00% 0 -

Benton Capital Announces Annual and Special Meeting of Shareholders and Plan of Arrangement

09/06/2014 5:34pm

Marketwired Canada


Benton Capital Corp. (TSX VENTURE:BTC) ("Benton" or "the Company") announced
today that is 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 (the "Meeting") of its shareholders (the "Benton Shareholders") on July
8, 2014 for the purpose of, among other things, considering and approving a plan
of arrangement (the "Arrangement"). 


Benton currently holds 61,000,000 common shares (the "Coro Shares") of Coro
Mining Corp. ("Coro"), an exploration and development stage mining company
engaged in the acquisition and exploration of mineral properties and projects
located in South America. The Arrangement has been proposed to facilitate the
distribution of the Coro Shares to the Benton Shareholders as part of the
reorganizing of the Company's business, following which the Company intends to
focus on the medical marijuana industry through its planned acquisition of
Folium Life Science Inc. 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 holders of options to purchase Benton Shares (the "Benton Options") as at
the effective time shall be deemed to have exchanged their Benton Options for
options to purchase New Shares (the "New Benton Options"), but shall receive no
Coro Shares in exchange for their Benton Options pursuant to the Arrangement
and, on exercise of the New Benton Options after the effective time during the
terms thereof, the holders thereof shall not be entitled to any Coro Shares. On
the exercise of the New Benton Options in accordance with their terms after the
effective time, a holder of a New Benton Option shall be entitled to receive a
New Share in lieu of a Benton Share. 


The Company currently holds 1,566,623 common share purchase warrants of Coro
(the "Coro Warrants"), each entitling the Company to purchase one common share
of Coro at an exercise price of $0.15 until December 20, 2016. The Company
intends to retain ownership of the Coro Warrants subsequent to the Arrangement,
and the Arrangement should have no effect on the terms of the Coro Warrants. 


Completion of the Arrangement is subject to customary conditions, including,
among other things, receipt of any required stock exchange approvals, final
court approval and approval of the Arrangement at the Meeting by Benton
Shareholders holding not less than two-thirds of the votes cast by Benton
Shareholders present in person or represented by proxy at the Meeting. It is a
condition precedent to the Arrangement that the New Shares be listed on the
Canadian Securities Exchange (the "CSE"), and the Company has made an
application to the CSE in this regard. The Company's board of directors
unanimously recommends shareholders approve the Arrangement. 


Additional details of the Arrangement will be provided in an information
circular expected to be mailed to shareholders on or about the date hereof. The
Arrangement is expected to close on or about July 16, 2014. 


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
3250 Highway 130, Rosslyn, ON P7K 0B1
(807) 475-7474
(807) 475-7200 (FAX)
www.bentoncapital.ca

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