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.