Grasslands Entertainment Inc.
TSX VENTURE : GEE

Grasslands Entertainment Inc.

June 30, 2011 16:25 ET

Grasslands Entertainment Inc. and Lakeside Minerals Corp. Amend Terms of the Letter of Intent

TORONTO, ONTARIO--(Marketwire - June 30, 2011) - Grasslands Entertainment Inc. (TSX VENTURE:GEE) ("Grasslands"), a company listed on the TSX Venture Exchange (the "Exchange"), and Lakeside Minerals Corp. ("Lakeside" or "TargetCo.") announce further developments in connection with their proposed business combination, pursuant to which Grasslands will, subject to a number of conditions, acquire all of the issued and outstanding securities of Lakeside. The transaction will constitute a reverse take-over (the "RTO") of Grasslands, as such term is defined in Policy 5.2 of the Corporate Finance Manual of the Exchange. After the proposed business combination Grasslands will cease to exist as such and the resulting issuer intends to operate as a mining issuer, as defined in the Corporate Finance Manual of the Exchange, and carry of the business of TargetCo. Details of the proposed RTO are available in Grasslands' press release dated January 26, 2011 on SEDAR at www.sedar.com.

Amended and Restated Letter of Intent

The Amended and Restated Letter of Intent dated as of May 31, 2011 includes the following amendments to the original Letter of Intent:

(i) At the proposed meeting of the shareholders of Grasslands to approve various matters related to the RTO, Lakeside will have the right to nominate up to seven (7) directors (increased from six (6) directors) to the Grasslands board of directors, which is comprised of seven (7) directors;
(ii) TargetCo. currently has 14,185,100 shares, 3,407,500 share purchase warrants (exercisable at a price of $0.20 for a period ending the lesser of 5 years or two years from the listing of the shares of TargetCo. on a Stock Exchange), and 2,100,000 stock options (exercisable at a price of $0.20) outstanding;
(iii) Of TargetCo.'s initial assets of an option on seven (7) properties in Quebec, Canada, TargetCo. has terminated its option and all future obligations on the 22B15 property and replaced it with (3) three properties with a total of 44 claims: the Lac Evain property, 391 property and Kinojevis property, all situated just east of the Dufay property, such that TargetCo. now holds an option on a total of nine (9) properties in Quebec;
(iv) The date for completion of all due diligence review by both Grasslands and TargetCo. has been extended to June 30, 2011; and
(v) The date for completion of the RTO has been extended to September 30, 2011.

Appointment of Mario Justino as President and CEO of Lakeside

Lakeside is pleased to announce that Mr. Mario Justino, M.Sc., P.Geo., has been appointed as President and Chief Executive Officer. Mr. Justino joined Lakeside on March 23, 2011 as Vice President Exploration. Prior to joining Lakeside, he was Vice President Exploration with Colt Resources Inc. and acted as a "Qualified Person" as defined in NI 43-101. Mr. Justino is fluent in English, French, and Portuguese. He is a member of l'Ordre des géologues du Québec, the Society of Exploration Geologists and the PDAC. He holds a Bachelor of Science (B.Sc. Hons.) degree in Geology from McGill University and a Master of Science (M.Sc.) degree in Geology from Acadia University.

Appointment of Chris Hazelton as CFO of Lakeside

Lakeside is pleased to announce that Mr. Chris Hazelton has been appointed as Chief Financial Officer. Mr. Hazelton joined Cavalry Corporate Solutions Ltd. a private financial and consulting services entity located in Toronto, as Vice President, in February 2011. Mr. Hazelton is a Certified General Accountant with significant experience in a variety of industries. His career focus since 2007 has been in development stage public companies listed in Canada and the US; managing financial statement and MD&A compilation, developing systems of internal controls and liaising with operational management and members of the board of directors. Prior to 2007, Mr. Hazelton worked in a series of public and private entities primarily in management roles in industries that included retail, steel, technology and corporate trust. Mr. Hazelton earned an Honours Bachelor of Commerce degree from McMaster University in 1998 and obtained a CGA accreditation in 2007.

Proposed Interim Financing

Lakeside is in the process of completing an interim financing of $500,000, comprised of a $350,000 flow through unit financing (with each flow through unit priced at $0.20 and comprised of one flow through share and one-half of one warrant) and a $150,000 non-flow through unit financing (with each non-flow through unit priced at $0.15 and comprised of one common share and one-half of one warrant). Each warrant will be exercisable into one common share of the company at an exercise price of $0.30 for a period ending on the earlier of (i) 60 months from the closing date and (ii) 24 months from the date upon which the company completes a going public transaction, subject to acceleration in certain circumstances. Foundation Markets Inc. ("Foundation") will act as agent in connection with the financing. Lakeside will pay Foundation a fee equal to 8% of the gross proceeds raised and compensation options equal to 8% of the number of units sold. Each compensation option will entitle the holder to purchase one non-flow through unit at a price of $0.15 per unit, exercisable at any time until the period ending on the earlier of (i) 60 months from the closing date and (ii) 24 months from the completion of a going public transaction, subject to acceleration in certain circumstances. Pursuant to National Instrument 33-105 – Underwriting Conflicts, Lakeside is a "related issuer" of Foundation in connection with the financing and may be considered a "connected issuer" of Foundation.

RTO Financing

In conjunction with the completion of the RTO, TargetCo. may complete the RTO Financing in order to achieve, among other things, the minimum listing requirements of the Exchange for a mining issuer, as defined in the Corporate Finance Manual of the Exchange. The units issued pursuant to the RTO Financing will have an issue price of (a) $0.25 per unit for flow through TargetCo. Shares and (b) $0.20 per unit for non-flow through TargetCo. Shares and will be comprised of one (1) TargetCo. Share and one-half (½) of one common share purchase warrant in the capital of TargetCo., with each whole warrant having an exercise price of $0.40. Foundation will be acting as co-agent on the RTO Financing. Pursuant to National Instrument 33-105 – Underwriting Conflicts, Lakeside is a "related issuer" of Foundation in connection with the financing and may be considered a "connected issuer" of Foundation.

Upon the completion of the RTO (assuming the closing of the proposed $500,000 interim financing and the proposed $3,000,000 RTO financing and the completion of the contemplated 5:1 consolidation of the shares of Grasslands), the resulting issuer will have 34,334,639 consolidated shares, 11,782,500 warrants, 2,300,000 stock options and 1,200,000 compensation options issued and outstanding.

Proposed Officers and Directors Post-RTO

The following is a list of the proposed officers and directors who will take office after the RTO is complete:

Mario Justino – Chief Executive Officer & President
Yannis Banks – Chairman & Director
Chris Hazelton – Chief Financial Officer
Jeremy Goldman – Director
Scott Jobin-Bevans – Director
Richard Cleath – Director
Andres Tinajero – Director
Jean Pierre Chauvin – Director
Jean-Francois Pelland – Director
Adam Szweras – Secretary

About Lakeside Minerals Corp.

Lakeside Minerals Corp. is engaged in acquiring, exploring, and developing mineral properties in the mining friendly jurisdiction of Quebec. Currently the company holds a portfolio of nine properties.

Lakeside recently completed a NI 43-101 compliant technical report on the company's Dufay gold property, which is located west of Rouyn-Noranda, Quebec and just east of the historic world class Kerr-Addison gold mine. The company will soon commence a field program on the Dufay property and is planning airborne surveys on several of its properties.

Four of Lakeside's gold properties are described below. Quoted historical exploration results are derived from filed assessment reports and governmental databases. Lakeside has not independently verified these results. Selected highlight results may not be indicative of average grades.

Dufay Property - Gold property located some 30 km west-southwest of Rouyn-Noranda, Quebec. The property consists of 53 contiguous claims covering 27.45 sq km and is easily accessible via Highway 117. The Dufay property is situated 4 km south of the prolific Larder Lake – Cadillac Fault, 5 km east of the historic Kerr-Addison gold mine (past production of 12 million ounces of gold), and 10 km southwest of the Francoeur Mine, under development by Richmont Mines Inc. The Dufay property was originally explored for copper from 1929 to 1946 and much of the drill core was not assayed for gold. Limited historic gold assay highlights from surface sampling includes 6.32 g/t Au over 1.37 m and from historic drilling includes 8.82 g/t Au over 2.23 m (true width), which includes 20.91 g/t Au over 0.67 m, and includes 10.29 g/t Au over 0.55 m.

Disson Property - Gold property located some 30 km east of La Sarre, Quebec. The property comprises 36 contiguous claims covering 10.24 sq km and is easily reached via secondary gravel roads off Highway 111. The property straddles a major east-west deformation zone that displays a strong alteration halo some 75 m to 180 m wide and with a minimum strike length of 2.1 km. Alteration consists of dolomite + ankerite +/- fuchsite +/- pyrite. Gold occurs primarily as free gold and is locally visible in drill core. Highlights from limited historical drilling includes 44.2 g/t Au over 4 m, which includes 173.9 g/t Au over 1 m; and 2.13 g/t Au over 7 m, which includes 7.48 g/t Au over 1.3 m. Additional claims covering the western extension of the deformation zone are currently under application.

Launay Property - Gold property located 48 km northeast of Rouyn-Noranda, Quebec. Totalling 11.32 sq km, the property consists of 28 non-contiguous claims situated along or in the vicinity of the northwest trending, over 65 km long, Macamic Deformation Zone. Scattered historic drilling along a 20 km stretch of this deformation zone and subsidiary faults has returned results up to 347 g/t Au over 1.0 m, 264 g/t Au over 0.8 m, 235.9 g/t Au over 0.2 m, 96 g/t Au over 0.7 m and 16 g/t Au over 1.2 m. The Launay claims straddle some 5 km of the Macamic Deformation Zone or subsidiary faults. Highlights from historical drilling on the property include 10.29 g/t Au over 4.11 m, which includes 35.66 g/t Au over 1.07 m.

Quevillon Property - Gold property centered some 7 km southwest of Lebel-sur-Quévillon, Quebec and situated 12 km southeast of Maudore Minerals Ltd. Comtois property. The Quevillon property consists of 46 claims in two separate blocks, totalling 6.78 sq km that include or surround known gold-copper showings. Historical results from showings within the claim blocks include 72.8 g/t Au over 0.3 m (outcrop) and 13.7 g/t Au over 1 m (trenching); drilling highlights include 3.2 g/t Au over 1.1 m.

Lakeside's management and board have extensive experience in exploring and developing mineral deposits and building shareholder value. Foundation Financial Holdings Corp., primarily through its wholly-owned subsidiary Foundation Opportunities Inc. ("FOI"), is a controlling shareholder of Lakeside. FOI is controlled by Jeremy Goldman (of North York, Ontario), Yannis Banks (of Toronto, Ontario) and the Goomie Trust, a trust formed under the laws of the province of Ontario, who together hold a 95% interest in FOI.

About Grasslands Entertainment Inc.

Grasslands Entertainment Inc. is headquartered in Calgary, Alberta and is publicly traded on the TSX Venture Exchange under the symbol GEE. It creates, develops, finances, produces and distributes proprietary television programming for worldwide markets. Grasslands have a proven track record of producing quality, cost-effective programming with worldwide audience appeal.

All technical information in this press release has been reviewed and approved by Mario Justino, P.Geo., President and Chief Executive Officer of Lakeside, who is a Qualified Person as defined in National Instrument 43-101.

Completion of the Reverse Take-Over 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 Reverse Take-Over cannot close until the required shareholder approval is obtained. There can be no assurance that the Reverse Take-Over will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the management information circular 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.

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. Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

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