Lakeside Minerals Inc. Announces a Financing and Debt Settlement
TORONTO, ONTARIO--(Marketwired - Mar 12, 2014) - Lakeside
Minerals Inc. (TSX-VENTURE:LAK) ("Company" or "Lakeside") is
pleased to announce a financing and shares for debt agreement.
Subscription
Agreement with Canada Pacific Capital Corp.
Lakeside announces
that that it has entered into a subscription agreement, dated March
12th, 2014, with Canada Pacific Capital Corp. ("CPCC"), a capital
pool company listed on the TSX Venture Exchange (the "Exchange"),
for a private placement of 5,800,000 Lakeside units (the "Units"),
at a price of $0.05 per Unit (the "Private Placement"), for
aggregate consideration of $290,000 in cash. Each Unit consists of
one common share in the capital of Lakeside ("Lakeside Share") and
one-half of one share purchase warrant (each "Lakeside Warrant")
exercisable for three years at a price of $0.10 per Lakeside
Share.
Lakeside Units
issued pursuant to the Private Placement will be issued after
completing 4 for 1 share consolidation ("Share Consolidation"),
previously announced by the Company in the press release dated
March 3, 2014.
The Units in the
Private Placement form part of CPCC's Qualifying Transaction
pursuant to the capital pool company policy of the Exchange and
will be distributed to the CPCC shareholders ("Distribution").
Thereafter, CPCC will be delisted from the Exchange and dissolved
("Dissolution"). Any Units distributed to the shareholders of CPCC
who are currently holding common shares in the capital of CPCC
("CPCC Shareholders") in escrow, will continue to be held in
escrow. It is anticipated that all the Units distributed to CPCC
Shareholders will be subject to a statutory four month hold period.
These transactions are subject to Exchange approval and approval by
the CPCC shareholders.
Pursuant to the
Private Placement, CPCC anticipates it will invest all of its
available cash reserves in the purchase of the Lakeside Units.
Lakeside is expected to pay the anticipated costs relating to the
Private Placement, as well as Distribution and Dissolution.
The Private
Placement and CPCC's Qualifying Transaction are not a non-arm's
length transaction for the purposes of the Exchange. The parties
have one (1) common director and officer, being Adam Szweras, a
director of CPCC and corporate secretary of Lakeside. Adam Szweras
currently holds or controls 638,000 common shares in the capital of
CPCC ("CPCC Shares") of the current 10,550,000 total outstanding
CPCC Shares and holds or controls 1,819,754 Lakeside Shares of the
40,798,282 total current outstanding pre-Share Consolidation.
Debt Settlement
Further to the debt
settlements announced by Lakeside in the press release dated March
3 rd, 2014, Lakeside wishes to clarify that following the
completion of Share Consolidation Lakeside will also issue 108,651
Lakeside Warrants to arm's length parties. No Lakeside Warrants
will be issued to non-arm's length parties.
Lakeside announces
that in addition debt settlements announced in the press release
dated March 3rd, 2014; Lakeside has entered into additional shares
for debt agreement in the amount of $77,883.82, with an arm's
length party ("Debt Settlement"). Following the Share Consolidation
a total of 1,557,676 Lakeside Shares and 778,838 Lakeside Warrants
will be issued to Forages M. Rouillier Drilling Inc ("Forages"), a
Quebec-based underground and surface drilling company. Prior to the
Debt Settlement, on post-Share Consolidation basis Forages owned
1,000,000 Lakeside Shares and 1,000,000 Lakeside Warrants
exercisable at a price of $0.20 per Lakeside Share. Immediately
following the Share Consolidation, the Debt Settlement and the
Private Placement, Forages will exercise ownership and control over
a total of 2,557,676 Lakeside Shares representing approximately
13.14% of Lakeside Shares outstanding, on an undiluted basis, and
approximately 17.11% assuming Forages exercises its 1,778,838
Lakeside Warrants.
The issuance of the
Lakeside Shares to Forages 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 Venture Exchange.
About Lakeside
Minerals Inc.
Lakeside Minerals
Inc. is engaged in acquiring, exploring, and developing mineral
properties. The Company's flagship Launay property is 102.5 km2
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 km long trend of known gold occurrences, several
of which display significant historical and recent gold drill
intersections.
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.
The TSX Venture
Exchange Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release."
FORWARD-LOOKING
STATEMENTS: Certain of the information contained in this
news release may contain "forward-looking information".
Forward-looking information and statements may include, among
others, statements regarding the future plans, costs, objectives or
performance of Lakeside Minerals Inc. (the "Company"), or the
assumptions underlying any of the foregoing. In this news release,
words such as "may", "would", "could", "will", "likely", "believe",
"expect", "anticipate", "intend", "plan", "estimate" and similar
words and the negative form thereof are used to identify
forward-looking statements. Forward-looking statements should not
be read as guarantees of future performance or results, and will
not necessarily be accurate indications of whether, or the times at
or by which, such future performance will be achieved.
Forward-looking statements and information are based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the Company's control. The Company does not
intend, nor does the Company undertake any obligation, to update or
revise any forward-looking information or statements contained in
this news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable
laws.
Neither the TSX
Venture Exchange 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.
Lakeside Minerals Inc.Yannis BanksPresident and CEO(416)
777-6169ybanks@foundationmarkets.comwww.lakesideminerals.com
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