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Oakham enters definitive deal for Lithium S acquisition

2016-10-26 19:59 ET - News Release

Mr. David Patterson reports

OAKHAM ENTERS INTO AMALGAMATION AGREEMENT TO ACQUIRE LITHIUM S CORPORATION

Further to Oakham Capital Corp.'s news release of July 19, 2016, in which it announced it had entered into a binding letter of intent to acquire Lithium S Corp. (LSC), Oakham has entered into a definitive amalgamation agreement to effect that acquisition.

LSC has reorganized its corporate structure such that it is now wholly owned by a newly formed B.C. corporation, LSC Lithium Inc., and all of the former shareholders of LSC are now shareholders of Lithium Inc. Oakham and Lithium Inc. have entered into a triparty amalgamation agreement, whereby (i) Lithium Inc. will amalgamate with Oakham's wholly owned subsidiary, 1093470 B.C. Ltd. (Subco), to form a new amalgamated company (Amalco); (ii) the shareholders of Lithium Inc. will receive shares of Oakham on a one-for-one basis; (iii) the holders of options and warrants in Lithium Inc. will receive equivalent options and warrants in the capital of Oakham; and (iv) Amalco will be a wholly owned subsidiary of Oakham.

One item reflected in the amalgamation agreement which has changed since the letter of intent is that immediately prior to the completion of the amalgamation, the issued and outstanding shares of Oakham will be consolidated on a one-for-6.5 basis, such that there will be 615,385 shares issued and outstanding prior to closing the amalgamation (rather than the one-for-nine consolidation resulting in 444,444 shares, as previously disclosed).

Further news releases will be disseminated detailing the lithium property interests held by LSC, and the new directors and officers of Oakham to be appointed on closing of the amalgamation.

The transaction with Lithium Inc. will be at arm's length, and as such, approval of the shareholders of Oakham will not be required. Oakham has not yet engaged a sponsor. Oakham intends to make application to the exchange for waiver of the requirement to have a sponsor in connection with this transaction; however, there is no assurance this waiver will be granted.

In accordance with exchange policy, Oakham's shares will remain halted from trading until the qualifying transaction has been approved by the TSX Venture Exchange.

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.

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