Benton Capital Announces Annual and Special Meeting of Shareholders and Plan of Arrangement
09 Juin 2014 - 6:34PM
Marketwired
Benton Capital Announces Annual and Special Meeting of Shareholders
and Plan of Arrangement
THUNDER BAY, ONTARIO--(Marketwired - Jun 9, 2014) - 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.
Benton Capital Corp.Stephen Stares3250 Highway 130, Rosslyn, ON
P7K 0B1(807) 475-7474(807) 475-7200www.bentoncapital.ca
Benton Capital Corp. (TSXV:BTC)
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