Dr. Michael Gunning of Alpha Exploration reports

ALPHA EXPLORATION INC. AND LAKELAND RESOURCES INC. PROPOSE STRATEGIC MERGER TO PURSUE ATHABASCA BASIN TARGETS

Alpha Exploration Inc. and Lakeland Resources Inc. have released the terms of a proposed transaction, whereby Lakeland and Alpha will merge to form a consolidated, well-financed uranium exploration company. The transaction is driven by:

• Strategic combination of significant existing hard-dollar and flow-through treasuries of Alpha and Lakeland;
• A strengthened property portfolio in the Athabasca basin, Saskatchewan, with a string of Tier 1 drill targets to be tested, including a consolidated position at Hook Lake in the PLS (Patterson Lake South) camp. The combined Carter-Hook properties would cover approximately 15 kilometres length of the PLS conductive corridor, which is host to at least four recent uranium discoveries, including PLS, 600W, Arrow and the Spitfire zone;
• Merged board and management with a diverse and proven collective record;
• Anticipated synergies resulting in reduced merged general and administrative expenses.

Lakeland and Alpha have executed a binding definitive agreement for the transaction, which was unanimously approved by the directors of both companies. Further, the directors and executive officers for both companies have executed lock-up agreements in support of the transaction. Both companies anticipate holding a meeting of their respective shareholders to obtain the required shareholder approvals in early September.

The agreement contemplates that the transaction will comprise the following steps: (i) the common shares of Lakeland will be consolidated on the basis of three old shares for one new share; and (ii) Lakeland will acquire all of the issued and outstanding shares of Alpha pursuant to a plan of arrangement or other similar business combination transaction, based on an anticipated exchange ratio of one share of Lakeland for every two shares of Alpha. The result is shareholders of Lakeland owning approximately 60 per cent of CombineCo, with approximately 40 per cent owned by former shareholders of Alpha. Upon completion of the proposed transaction, CombineCo will have approximately 41 million common shares issued and a treasury of approximately $3-million.

The focus of CombineCo is shareholder value creation through discovery on high-priority drill targets. Drilling is anticipated for the upcoming fall/winter 2015 season on at least one and possibly two priority properties in the merged portfolio. In addition to the synergies developed from the combined Carter-Hook Lake property along the PLS trend, southwest Athabasca basin, CombineCo will own a 100-per-cent undivided interest in several other highly prospective exploration projects. Of these projects, Gibbons Creek, Kelic Lake, Lazy Edward Bay and Newnham Lake are active, with considerable historic and recent exploration, and, the companies believe, are prospective for unconformity-style uranium.

Dr. Michael H. Gunning, chief executive officer of Alpha, stated, "This proposal is good for both shareholder groups, as we believe the combined company can leverage the strategic treasury to facilitate rigorous but aggressive exploration on a merged property portfolio, which spans the PLS camp along the southwest margin of the Athabasca basin to the Black Lake area along the northeastern margin of the basin."

Jonathan Armes, chief executive officer of Lakeland Resources, adds, "The solid share structure and anticipated market capitalization for CombineCo will provide a niche in the junior uranium space for potential new investors, underscored by the combined marketing strength and technical expertise of both companies, and their track record of success in exploration over the past 30 years."

As well, upon completion of the proposed transaction, the directors and officers of CombineCo will be reconstituted to consist of six directors, of which three nominees shall be made by each of Lakeland and Alpha. Mr. Armes, currently CEO of Lakeland, will serve as president and CEO, and a director of CombineCo. Dr. Gunning, the current CEO of Alpha, will be executive chairman and a director of CombineCo, and Sierd Eriks, the current vice-president, exploration, for Alpha will be VP exploration of CombineCo. Certain former directors of Alpha are anticipated to continue to serve as technical advisers to the board of directors of CombineCo.

The transaction is subject to TSX Venture Exchange acceptance for both Lakeland and Alpha, receipt of required third party consents, approval by respective Alpha and Lakeland shareholders, and B.C. Supreme Court approval.

Alpha's board of directors, as part of the process, engaged Primary Capital Inc. as its independent financial adviser. The Alpha board of directors received a verbal fairness opinion from Primary that the consideration payable to Alpha's shareholders is fair, from a financial point of view, to the shareholders of Alpha, other than Lakeland.

Further information about Lakeland and Alpha may be found in their respective continuous disclosure documents filed with Canadian securities regulators under each of their profiles on SEDAR. A copy of the agreement is available under both Lakeland and Alpha's profiles on SEDAR. In addition, a detailed description of the agreement and the transaction will be included in the management information circular, which will be mailed to the shareholders of Alpha and Lakeland in advance of their respective meetings and will be filed under both companies profile's on SEDAR.

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