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Enter Symbol
or Name
USA
CA



Lakeside Minerals Inc
Symbol LAK
Shares Issued 40,798,282
Close 2014-04-15 C$ 0.01
Market Cap C$ 407,983
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Lakeside to acquire Unite Capital, issue shares for debt

2014-04-23 10:21 ET - News Release

Mr. Yannis Banks reports

LAKESIDE MINERALS INC. ANNOUNCES A FINANCING AND AN ADDITIONAL DEBT SETTLEMENT

Lakeside Minerals Inc. has arranged a transaction with Unite Capital Corp. and an additional shares-for-debt agreement.

Transaction with Unite Capital

Lakeside announces that it has reached an agreement in principle with Unite Capital, a capital pool company listed on the TSX Venture Exchange, whereby Lakeside will acquire all of the issued and outstanding securities of Unite by way of amalgamation of Unite with a wholly owned subsidiary of Lakeside. The transaction is to constitute the qualifying transaction of Unite as such term is defined in the policies of 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 2.6 million common shares of Lakeside (postconsolidation) and 1.3 million common share purchase warrants of Lakeside. Common shares of Unite will be converted into common shares of Lakeside on the basis of 0.4884 Lakeside share (postconsolidation) and 0.2442 Lakeside warrant for each Unite share. Each warrant will entitle the holder thereof to purchase one Lakeside share at a price of 10 cents 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, 3.3 million common shares of Unite are subject to 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.

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 a special meeting of its shareholders. The proposed qualifying 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. Unite and Lakeside anticipate completing the qualifying transaction in late June, 2014.

Lakeside continues to work toward closing the private placement of $290,000 with Canada Pacific Capital Corp., as previously announced by Lakeside in its press release dated March 12, 2014.

Debt settlement

Lakeside announces that in addition to the debt settlements announced in the press releases dated March 3, 2014, and March 12, 2014, Lakeside has entered into an additional shares-for-debt agreement with an arm's-length party. Following the share consolidation, an additional 1,652,000 Lakeside units for gross proceeds of $82,600 will be issued to an unrelated party for settlement of debt. The issuance of the Lakeside shares will not result in a change of control of the company, will be subject to a four-month hold period from the date of settlement and will be subject to the approval of the TSX-V. The total aggregate amount of debt settled for shares is $271,295.30 that will result in issuance of 3,739,800 Lakeside units and 1,686,107 Lakeside shares.

Lakeside also wishes to announce that creditors owed an aggregate of $112,790 have agreed to defer payment of the payments of their debt for a period ranging from two to three years, provided that Lakeside makes monthly payments in the aggregate of $1,250 with the balance due as a bullet at the end.

We seek Safe Harbor.

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