TORONTO, ONTARIO--(Marketwired - April 23, 2014) - Unite Capital Corp. ("Unite" or the "Company") (TSX VENTURE:UNT.P), a capital pool company, is pleased to announce that it has reached an agreement in principle, with Lakeside Minerals Inc. ("Lakeside") whereby Unite will amalgamate with a wholly-owned subsidiary of Lakeside. The Corporation is a capital pool company and intends for the transaction to constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (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 (each, "Lakeside Share") of Lakeside (post-consolidation) and 1,300,000 common share purchase warrants (each, a "Warrant") of Lakeside (post-consolidation). 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 (post-consolidation) 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 Tier 2 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.
Prior to the completion of the Qualifying Transaction, Lakeside intends to complete a four for one consolidation of its outstanding common 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. 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.
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 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 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 Private Placement in late June 2014.
ON BEHALF OF THE BOARD
UNITE CAPITAL CORP.
David Stafford Johnson, 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.