BENTON CAPITAL EXECUTES LOI TO ACQUIRE FOLIUM LIFE SCIENCE INC.
BENTON CAPITAL EXECUTES LOI TO ACQUIRE FOLIUM LIFE SCIENCE INC.
April 14, 2014
Thunder Bay, Ontario: Benton Capital Corp. (TSXV: 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:
(i) Benton will be required to complete a share consolidation on a 2:1 basis;
(ii) 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
(iii) 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:
(i) 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;
(ii) 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 HealthCanada'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.
For further information contact Stephen Stares @:
3250 Highway 130,
Rosslyn, ON P7K 0B1