CALGARY, ALBERTA--(Marketwired - Feb. 28, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.
Lateral Capital Corp. ("Lateral" or the "Company") (TSX VENTURE:LCP), further to its press release dated February 16, 2014 (the "Previous Release"), announces that the Company is proposing to issue and sell on a private placement basis up to 8,333,334 units ("Units") of the Company at a subscription price of $0.18 per Unit for proceeds of up to $1.5 million, each Unit comprised of one common share ("Share") in the capital of the Company and one Share purchase warrant ("Purchase Warrant") of the Company, each Purchase Warrant entitling the holder thereof to purchase one Share at an exercise price of $0.18 per Purchase Warrant at any time prior to 5:00 pm. (Calgary time) on the date that is 60 months after the closing date of the private placement. Completion of the private placement is subject to acceptance of the TSX Venture Exchange (the "Exchange").
The Company intends to use proceeds of the Unit private placement for working capital purposes and to fund commitments pursuant to the previously announced proposed acquisition of a private company, Vector Exploration Corp. (the "Proposed Acquisition"), that has rights to earn an 80% interest in approximately 376,000 acres in southeast Saskatchewan (see the Previous Release on SEDAR at www.sedar.com), particularly a non-refundable deposit of approximately $130,000 (the "Deposit") and a work commitment amount of approximately $267,000 (the "Work Commitment"), payable on or before March 7, 2014. The Deposit will be credited toward the purchase price payable at closing or forfeited by the Company if closing does not occur. The Work Commitment amount is to be utilised by the private company to satisfy any amounts payable to the Government of Saskatchewan under The Petroleum and Natural Gas Regulations, 1969 (Saskatchewan) with respect to the lands in respect of which the private company has rights to earn an interest, such Work Commitment to be repaid by the private company (if closing does not occur) within 90 days of the share purchase and sale agreement being terminated in accordance with the terms thereof.
Trading in the Company's securities was halted on February 18, 2014 at the request of Lateral pending review of the Proposed Acquisition by the Exchange. The shares of the Company are expected to resume trading on or about Tuesday, March 4, 2014.
The acquisition of the private company will provide Lateral with the right to earn up to an 80% interest in two significant land blocks, consisting of 376,000 acres (over 16 townships) with a six year exploration license (currently in year 3) in the east Saskatchewan portion of the Williston Sedimentary Basin (the "Lands"). The Lands represent the largest exploration permits within the province of Saskatchewan and hold the potential for light oil accumulations. The oil bearing structures observed from the initial seismic data and airborne surveys are similar to those found in the Red River "Tyvan" oil pool located to the south of the Lands.
Reservoirs associated with the Lands consist of the entire geological section from Devonian to Cambrian which provide for multi-stacked targets consisting of seven known reservoirs, including the Duperow, Souris River, Winnipegosis, Interlake, Red River (Yeoman Fm.), Winnipeg Group (Black Island Fm.) and Deadwood. All of these reservoirs are known to produce within this portion of the sedimentary basin and information compiled by the Saskatchewan Ministry of Industry and Resources suggests that nearby well bores that have penetrated these reservoirs are well developed with excellent reservoir characteristics including oil staining in drilling samples.
The initial 2D seismic data acquired in 2013 (23.5 km - 2 lines) has identified several large basement structures. Lateral intends to undertake an additional 53 kilometres of additional 2D seismic data to validate stratigraphic and structural (Graben-Horst) closures related to these current basement highs. The data acquisition will be followed up with the drilling of up to three "conventional" wells to a depth of 1000 m each. The entire capital component for the project will be approximately $3.0 million
Lateral's business strategy is to seek to provide shareholders with growth by exploiting existing assets in a financially disciplined manner and by acquiring additional (predominantly) light oil assets. As part of its corporate strategy of acquiring additional assets, the Company is typically in the process of evaluating several potential transactions at any time which individually or together could be material. The Company cannot predict whether any current or future opportunities will result in one or more transactions involving the Company. The Company may complete financings of equity or debt or issue equity or utilise debt facilities to finance all or a portion of any such potential acquisitions.
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.
This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the "1933 Act") as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Cautionary and Forward-Looking Statements
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the proposed private placement including the potential proceeds and completion thereof and the conditions precedent to completion of the private company acquisition as well as the Company's corporate strategy. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Corporation, including, without limitation, the Company's ability to complete the private placement on acceptable terms or at all. Although management of the Corporation believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to identify and complete additional suitable acquisitions to further the Company's growth as well as risks associated with the oil and gas industry in general such as operational risks in development, exploration and production delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions and failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
All historical analogous information contained in this news release was derived from government and industry databases which is publicly available on various government websites in Canada. Due to the inherent uncertainties contained in such information, readers are cautioned against extrapolating future results of operations from historical data. Lateral is unable to confirm whether the historical analogous information contained in this news release was prepared by a qualified reserves evaluator or auditor, or in compliance with the COGE Handbook. Readers are cautioned to consider the limitations of analogous information, whether based on historical data or otherwise.