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Oakham Capital Corp
Symbol OKM
Shares Issued 4,000,000
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ORIGINAL: Oakham enters definitive deal for Lithium S acquisition

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

Received by email:

File: News Release - signing ofAmalgamation Ag - Oct 2016 (00614493-2x9DEBD).docx

OAKHAM CAPITAL CORP.
 Suite 500 - 666 Burrard St.
Vancouver, British Columbia
Canada V6C 3P6
Telephone:  (604) 629-2991
 
 
NEWS RELEASE
OAKHAM ENTERS INTO AMALGAMATION AGREEMENT  TO ACQUIRE LITHIUM S CORPORATION
VANCOUVER, October 26, 2016 - Oakham Capital Corp. ("Oakham") (NEX:OKM.H) 
Further to Oakham's news release of July 19, 2016 in which it announced it had entered into a binding letter of intent
---> to acquire Lithium S Corporation ("LSC"), Oakham announces it 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. ("Lithium Inc."), and all of the former shareholders of LSC are now shareholders of Lithium Inc.  Oakham 
--->and Lithium Inc. have entered into a tri-party amalgamation agreement whereby (i) Lithium Inc. will amalgamate with Oa
--->kham's wholly owned subsidiary, 1093470 B.C. Ltd. ("Subco") to form a new amalgamated company ("Amalco"), (ii) the sha
--->reholders of Lithium Inc. will receive shares of Oakham on a one-for-one basis; (iii) the holders of options and warra
--->nts in Lithium Inc. will receive equivalent options and warrants in the capital of Oakham; and (iv) Amalco will be a w
--->holly owned subsidiary of Oakham.
One item reflected in the amalgamation agreement which has changed since the letter of intent, is that immediately pri
--->or to the completion of the Amalgamation the issued and outstanding shares of Oakham will be consolidated on a 6.5-to-
--->one basis such that there will be 615,385 shares issued and outstanding prior to closing the Amalgamation (rather than
---> the 9-to-one 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 requiremen
--->t 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 h
--->as been approved by the TSX Venture Exchange.

ON BEHALF OF THE BOARD
"David Patterson"
David Patterson, CEO


Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of
---> the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 T
--->ransaction 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 pre
--->pared 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 approve
--->d nor disapproved the contents of this press release.



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