Unite Capital Announces Qualifying Transaction
April 23 2014 - 10:13AM
Marketwired
Unite Capital Announces Qualifying Transaction
TORONTO, ONTARIO--(Marketwired - Apr 23, 2014) - Unite Capital
Corp. ("Unite" or the "Company") (TSX-VENTURE:UNT.P), a capital
pool company, is pleased to announce that it has reached an
agreement in principle, with Lakeside Minerals Inc. ("Lakeside")
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 (the "Qualifying Transaction") as such term is defined
in the policies of the TSX Venture Exchange (the "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 2,600,000 common shares (each, "Lakeside Share")
of Lakeside (post-consolidation) and 1,300,000 common share
purchase warrants (each, a "Warrant") of Lakeside
(post-consolidation). Common shares of Unite will be converted into
common shares of Lakeside on the basis of 0.4884 Lakeside Shares
(post consolidation) and 0.2442 Lakeside Warrants for each Unite
share. Each Warrant will entitle the holder thereof to purchase one
Lakeside Share (post-consolidation) at a price of $0.10 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, 3,300,000 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 four for one consolidation of its outstanding
common shares.
Lakeside
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. 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 an 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 at
www.sedar.com. Unite and Lakeside anticipate completing the Private
Placement in late June 2014.
ON BEHALF OF THE BOARD
UNITE CAPITAL CORP.
David Stafford Johnson, CEO and Director
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
This news release contains "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities
legislation. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
"plans", "anticipated", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Sagittarius is subject
to significant risks and uncertainties which may cause the actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward looking statements contained in this
release. Sagittarius cannot assure investors that actual results
will be consistent with these forward looking statements and
Inspiration assumes no obligation to update or revise the forward
looking statements contained in this release to reflect actual
events or new circumstances.
David Stafford Johnson(303) 564-9525pipermojod@gmail.com