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Enter Symbol
or Name
USA
CA



Unite Capital Corp
Symbol UNT
Shares Issued 5,323,000
Close 2014-02-27 C$ 0.05
Market Cap C$ 266,150
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Unite arranges acquisition by Lakeside Minerals as QT

2014-04-23 10:22 ET - News Release

Mr. David Johnson reports

UNITE CAPITAL ANNOUNCES QUALIFYING TRANSACTION

Unite Capital Corp. has reached an agreement in principle with Lakeside Minerals Inc. 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 as such term is defined in the policies of the TSX Venture 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 (postconsolidation). 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 (postconsolidation) 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 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 1-for-4 consolidation of its outstanding common shares.

Lakeside

Lakeside Minerals is engaged in acquiring, exploring and developing mineral properties. The company's flagship Launay property is a 102.5-square-kilometre 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-kilometre-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 a 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. Unite and Lakeside anticipate completing the private placement in late June, 2014.

We seek Safe Harbor.

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