Oceanside Capital Corp.

May 17, 2010 22:40 ET

Oceanside Capital Corporation: Proposed Qualifying Transaction

Agreement Signed Granting Option to Acquire a 60% Interest in Indata Property, BC

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 17, 2010) - Oceanside Capital Corporation ("Oceanside") (TSX VENTURE:OCC.P) is pleased to announce that it has signed an arm's length letter agreement dated May 14, 2010 with Eastfield Resources Ltd. ("Eastfield") pursuant to which Oceanside has been granted the exclusive option to acquire up to a 60% interest in and to certain mineral claims known as the Indata property located in the Omineca Mining Division, British Columbia (the "Transaction"). The terms of the Transaction are subject to TSX Venture Exchange (the "Exchange") approval and if approved, the Transaction will constitute Oceanside's acquisition of a significant asset as a Qualifying Transaction as that term is defined in the CPC Listings Policy of the Exchange. Upon completion of the Transaction, Oceanside will be listed as a Tier 2 mining issuer.

Eastfield is a British Columbia company having its shares posted and called for trading on the TSX Venture Exchange. Eastfield's management advises that it does not have any control shareholders.

The Indata Property

The Indata Property is located in north central British Columbia north of the regional centre of Fort St. James, BC. The Property, with both a lode gold and porphyry copper target, has been owned by Eastfield since 1986 on claims were staked by Imperial Metals Corporation in 1983 (Imperial retains a 10.1% working interest in the property). Cumulative exploration expenditures completed by Eastfield and its partners in this project since 1987 total $2.3 million dollars including $351,000 in 2008). The property consists of 15 claims covering 3,060 hectares (7,500 acres).

The Indata property is situated in a complex geological setting adjacent to the Pinchi fault. Two styles of mineralization are known to occur on the property: 1.) lode gold of a "Mother Lode" characteristic (similar to the Mother Lode district in California), probably related to the Pinchi Fault; and 2.) and "Porphyry Copper" style mineralization, possibly related to a Cretaceous aged intrusive event or alternatively to Triassic-Jurassic plutonism as is the case at Kwanika Creek located ten kilometers to the north. Previous drill highlights at Indata include hole 1988-11which intersected 4 meters grading 47.26 g/t (1.38 oz/ton) gold and hole 1998-4, located 1500 meters to the west of 1988-11 which intersected 145metres grading 0.20% copper including 24 meters grading 0.37% copper.

A robust multi-element geochemical anomaly identified on the north-eastern edge of the grid with a signature which almost certainly reflects a precious metal vein or vein systems was discovered in 2007 and has not yet been geophysically surveyed or drill tested. One kilometer of drill road was completed in 2007 to gain access to this target but was stopped 550 meters short of as the budget became exhausted. A permit has been authorized to complete the line cutting and induced polarization surveying in this area and to complete two reconnaissance lines five kilometers to the south. A "table top" archeological assessment has been requested as precursor to permitting road construction or drilling and is currently being completed. Indata became road accessible in 1994 following the completion of 18 kilometers of all weather access road into the heart of the property.

Terms of Transaction

Under the terms of the letter agreement entered into with Eastfield, Oceanside can earn a 60% right, title and interest in and to the mineral claims by paying to Eastfield the aggregate sum of $160,000, by issuing and allotting to Eastfield an aggregate of $120,000 of fully paid nonassessable shares of Oceanside and by expending an aggregate of $2,000,000 on the Indata Property over a three year period ending on December 31, 2013.

The terms of the Transaction are subject the approval of the TSX Venture Exchange, as well as other industry practice conditions.

Other aspects of the Transaction

As Oceanside has working capital of approximately $460,000, which exceeds its working capital needs for the next 12 months upon completion of the Transaction, it does not intend to complete any equity financing in conjunction with the Transaction. Oceanside intends to seek an exemption from the sponsorship requirements of the Exchange, but will appoint a sponsor if needed.

In connection with the Transaction, all of the directors and officers of Oceanside will resign upon Exchange approval of changes to Oceanside's board and the completion of a transfer of 2,600,000 escrowed common shares of Oceanside. David Schmidt will be appointed as Oceanside's President and Chief Executive Officer and three new board members, being Anthony Jackson, Shaun Smith and William Morton will be appointed to the board of Oceanside. The individual(s) who will be appointed as Oceanside's chief financial officer and secretary have not yet been determined.

Mr. Schmidt completed his Bachelor of Applied Science (Mining) at the University of British Columbia in May, 2000, and since then has been working as a self-employed consultant to mineral exploration companies. He assists with financings, corporate and financial disclosure and corporate development. Mr. Schmidt is also currently a director and the president of Newmac Resources Inc., a director and chief executive officer of GFE Capital Corp., a director of Tova Ventures Inc. and Waymar Resources Ltd.

Mr. Jackson obtained his Chartered Accountant designation in 2006 and is a member of the Canadian and BC Institute of Chartered Accountants. He completed his Bachelor of Business Administration and Simon Fraser University in May 2004. He is currently the principal of BridgeMark Financial Corp., a financial services firm, providing consulting services to start-up companies by working as their interim controller or chief financial officer and by providing tax credit services.

Mr. Smith completed his Bachelor of Commerce (Finance) at Dalhousie University in Halifax, Nova Scotia in May 2003. After completing several commercial real estate developments, he went on to receive a Real Estate Salesperson and Sub-mortgage Broker title at University of British Columbia. He is currently a principal for Stonecroft Ventures Inc., a development company as well as a realtor for HomeLife Benchmark Corp. WR.

Mr. Morton, M.Sc., P.Geo., has been employed as a professional geologist for over thirty years. He is the President, CEO and a Director of Eastfield Resources Ltd.

All information contained in this news release with respect to Eastfield and the Indata property was supplied by management of Eastfield whom advise that the financial information relating to the Indata property is based upon audited financial statements. All information contained in this news release with respect to David Schmidt, Anthony Jackson, Shaun Smith and William Morton was supplied by those individuals.

Upon closing of the Transaction, it is not expected that there will be any new insiders of Oceanside, other than the proposed new directors, who may be appointed prior to the completion of the Transaction.

The Transaction is not a Non-Arm's Length Qualifying Transaction as defined in the Exchange's CPC Listings Policy and accordingly, shareholder approval of the Transaction will not be required.

Trading in the common shares of Oceanside will remain halted until such time as the Exchange may determine.

On behalf of the Board of Directors

Geoffrey Lee, President, CEO and Director Oceanside Capital Corporation

For further information, please visit the website at www.sedar.com to view the Company's profile.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture 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.

Qualified Person Statement. Work at the Indata property was supervised by Mr. Bill Morton, M.Sc., P Eng., who is the qualified person for the project as defined by National Instrument 43-101. Mr. Morton, the president, chief executive officer and a director of Eastfield, has reviewed the portion of the technical content of this news release as it relates to the Indata property.

Neither 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.

Contact Information

  • Oceanside Capital Corporation
    Geoffrey Lee