Lakeside Minerals Inc. Announces a Financing and an Additional Debt
Settlement
TORONTO, ONTARIO--(Marketwired - Apr 23, 2014) - Lakeside
Minerals Inc. (TSX-VENTURE:LAK) ("Company" or "Lakeside") is
pleased to announce a transaction with Unite Capital Corp. and
additional shares for debt agreement.
Transaction with Unite Capital Corp.
Lakeside announces that that it has reached an agreement in
principle with Unite Capital Corp. ("Unite"), a capital pool
company listed on the TSX Venture Exchange (the "Exchange"),
whereby Lakeside will acquire all of the issued and outstanding
securities of Unite by way of amalgamation of Unite with a
wholly-owned subsidiary of Lakeside. The transaction to constitute
the Qualifying Transaction of Unite (the "Qualifying Transaction")
as such term is defined in the policies of the Exchange.
Term of Transaction
Subject to completion of satisfactory due diligence, a
definitive purchase agreement and receipt of applicable regulatory
approvals, Lakeside, through a wholly-owned subsidiary, intends to
acquire all of the issued and outstanding common shares of Unite in
consideration for 2,600,000 common shares of Lakeside
(post-consolidation) and 1,300,000 common share purchase warrants
of Lakeside. Common shares of Unite will be converted into common
shares of Lakeside on the basis of 0.4884 Lakeside Shares (post
consolidation) and 0.2442 Lakeside Warrants for each Unite share.
Each warrant will entitle the holder thereof to purchase one
Lakeside share at a price of $0.10 per share for a period of three
years from issuance. Outstanding stock options of Unite will be
exchanged at the same ratio for stock options of Lakeside.
Currently, 3,300,000 common shares of Unite are subject to Exchange
escrow provisions, and the 1,611,720 Lakeside Shares and 805,860
Lakeside Warrants for which they will be exchanged will be subject
to the same escrow provisions, which include graduated release
dates for a period of 36 months from the date of completion of the
Qualifying Transaction. The current working capital of Unite is
approximately $130,000 and the expenses of the Qualifying
Transaction will be borne by Lakeside. The Qualifying Transaction
is an arm's length transaction.
Conditions to Closing
The closing of the proposed Qualifying Transaction is subject to
a number of conditions, including but not limited to, the receipt
of all requisite regulatory approvals, including final Exchange
acceptance, and the approval of Unite's shareholders. The
Exchange's final acceptance of the Qualifying Transaction will be
conditional, among other things, upon receipt of shareholder
approval of the Transaction by a special resolution. For this
purpose, Unite will schedule an special meeting of its
shareholders. The proposed Qualifying Transaction cannot close
until the required shareholder approval is obtained. There can be
no assurance that the Qualifying Transaction will be completed as
proposed or at all.
Additional details regarding the Qualifying Transaction will be
available in the management information circular of Unite, which
will be filed with the Exchange and will be available on SEDAR at
www.sedar.com. Unite and Lakeside anticipate completing the
Qualifying Transaction in late June 2014.
Lakeside is continues to work toward closing of the private
placement of $290,0000 with Canada Pacific Capital Corp., as
previously announced by Lakeside in its press release dated March
12, 2014.
Debt Settlement
Lakeside announces that in addition debt settlements announced
in the press releases dated March 3rd, 2014 and March 12th, 2014
Lakeside has entered into additional shares for debt agreement with
an arm's length party ("Debt Settlement"). Following the Share
Consolidation an additional 1,652,000 Lakeside Units for gross
proceeds of $82,600 will be issued an unrelated party for
settlement of debt. The issuance of the Lakeside Shares will not
result in a change of control of the Company, will be subject to a
four-month hold period from the date of settlement, and will be
subject to the approval of the TSX Venture Exchange. The total
aggregate amount of debt settled for shares is $271,295.30 that
will result in issuance of 3,739,800 Lakeside Units and 1,686,107
Lakeside Shares.
Lakeside also wishes to announce that creditors owed an
aggregate of $112,790 have agreed to defer payment of the payments
of their debt for a period ranging from two to three years,
provided that Lakeside makes monthly payments in the aggregate of
$1,250 with the balance due as a bullet at the end.
About Lakeside Minerals Inc.
Lakeside Minerals Inc. is engaged in acquiring, exploring, and
developing mineral properties. The Company's flagship Launay
property is 102.5 km2 land package located in the heart of the
Abitibi, 48 km northeast of Rouyn-Noranda. The Launay property
straddles nearly 22 km of the Macamic deformation zone: a major
deformation zone in the Abitibi subprovince located north of the
Porcupine-Destor deformation zone. Claims cover a 17 km long trend
of known gold occurrences, several of which display significant
historical and recent gold drill intersections. Lakeside is also
pursuing potential acquisitions of interests in undervalued mineral
exploration properties with a view to long term value appreciation
and the eventual development of a "project generator" business
model.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
FORWARD-LOOKING STATEMENTS: Certain of the
information contained in this news release may contain
"forward-looking information". Forward-looking information and
statements may include, among others, statements regarding the
future plans, costs, objectives or performance of Lakeside Minerals
Inc. (the "Company"), or the assumptions underlying any of the
foregoing. In this news release, words such as "may", "would",
"could", "will", "likely", "believe", "expect", "anticipate",
"intend", "plan", "estimate" and similar words and the negative
form thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. Forward-looking statements and
information are based on information available at the time and/or
management's good-faith belief with respect to future events and
are subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond the
Company's control. The Company does not intend, nor does the
Company undertake any obligation, to update or revise any
forward-looking information or statements contained in this news
release to reflect subsequent information, events or circumstances
or otherwise, except if required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Lakeside Minerals Inc.Yannis BanksPresident and CEO(416)
777-6169ybanks@foundationmarkets.comwww.lakesideminerals.com
Lakeside Minerals Inc. (TSXV:LAK)
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