Canada Pacific Capital Corp.

March 12, 2014 10:48 ET

Canada Pacific Announces Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - March 12, 2014) - Canada Pacific Capital Corp. ("CPCC" or the "Company") (TSX VENTURE:CPR.P), a capital pool company, is pleased to announce that it has entered into a subscription agreement, dated March 12th, 2014, (the "Agreement") with Lakeside Minerals Inc. ("Lakeside") for a private placement (the "Private Placement"). Pursuant to the terms of the Agreement, CPCC will purchase 5,800,000 units of Lakeside (the "Lakeside Units") at a price of $0.05 post-consolidated Lakeside Unit, for aggregate consideration of approximately $290,000 in cash. Each Lakeside Unit shall consists of one common share in the capital of Lakeside ("Lakeside Share") and one half of one (1/2) share purchase warrant (each a "Warrant") exercisable into Lakeside Shares at a price of $0.10 per Lakeside Share at any time prior the third anniversary of issuance. Lakeside Shares and Lakeside Warrants will be issued on a post-consolidated basis following a consolidation of Lakeside Shares of four (4) current issued shares for one (1) post-consolidated share, as further described in the Lakeside management information circular ("Lakeside MIC") dated September 30, 2013. Lakeside MIC is available on SEDAR at The Lakeside Units will be issued pursuant to applicable prospectus and registration exemptions under National Instrument 45-106.

Pursuant to the Private Placement, CPCC anticipates it will invest all of its available cash reserves in the purchase of the Lakeside Units. Lakeside is expected to pay the anticipated costs relating to the Private Placement, Distribution and Dissolution described below.

Following the completion of the Private Placement, CPCC will undertake the necessary steps to allow distribution of the Lakeside Units pro-rata to its shareholders (the "Distribution") and thereafter to be delisted and dissolved (the "Dissolution"). Any Lakeside Units distributed to the shareholders of CPCC who are currently holding their shares of CPCC in escrow, will continue to be held in escrow. It is anticipated that all Lakeside Units distributed to CPCC's shareholders will be subject to a statutory four month hold period. Subject to shareholder approval, the Distribution will be completed as a reduction of stated capital.

CPCC intends to make the Private Placement and subsequent Distribution and Dissolution its proposed "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange").

Lakeside does not anticipate any new Control Person (as such term is defined in Exchange policies) will be created in connection with the Private Placement.

The Qualifying Transaction is not a non-arm's length transaction for the purposes of the Exchange. The parties have one (1) common director and officer, being Adam Szweras, a director of CPCC and corporate secretary of Lakeside. Adam Szweras currently holds or controls 638,000 CPCC shares of the current 10,550,000 total outstanding CPCC shares and holds or controls 1,819,754 Lakeside Shares of the 40,798,282 total current outstanding pre-consolidated Lakeside Shares.

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.

The net proceeds of the Private Placement will primarily be utilized to support Lakeside's exploration, acquisition strategies and for working capital.

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 CPCC's shareholders. The Exchange's final acceptance of the Qualifying Transaction will be conditional, among other things, upon receipt of the majority of minority shareholder approval of the Qualifying Transaction and the shareholder approval of the Dissolution by an ordinary resolution. For this purpose, CPCC will schedule an extraordinary meeting of its shareholders. The proposed Qualified 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, Distribution and Dissolution will be available in the management information circular of the Corporation, which will be filed with the Exchange and will be available on SEDAR at CPCC and Lakeside anticipate completing the Private Placement in May within five business days following receipt of the necessary shareholder approval, after which CPCC will commence the Distribution and the Dissolution.



Chris Hazelton, CEO and Director

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

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "anticipated", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Sagittarius is subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this release. Sagittarius cannot assure investors that actual results will be consistent with these forward looking statements and Inspiration assumes no obligation to update or revise the forward looking statements contained in this release to reflect actual events or new circumstances.

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