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Benton Capital Signs Engagement Agreement With Jacob Securities Inc. to Raise Up to $5 Million

11/06/2014 3:35pm

Marketwired Canada


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. 


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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