Grasslands Entertainment Inc. Receives Conditional Approval to Complete A Reverse Take-Over With Lakeside Minerals Corp.
(firmenpresse) - TORONTO, ONTARIO -- (Marketwire) -- 10/14/11 -- Grasslands Entertainment Inc. (TSX VENTURE: GEE) ("Grasslands" or the "Company"), is pleased to announce it has received conditional approval from the TSX Venture Exchange (the "Exchange") to complete a reverse take-over (the "RTO") with Lakeside Minerals Corp. ("Lakeside"). Lakeside is a non-reporting issuer incorporated under the laws of the Province of Ontario. Grasslands filed a final management information circular dated September 29, 2011 in connection with an annual and special meeting of its shareholders to be held on October 31, 2011. Completion of the RTO is subject to Grasslands fulfilling all conditions required by the Exchange. In connection with the proposed RTO, the Company entered into a letter agreement with Lakeside and Foundation Financial Holdings Corp. on January 20, 2011 amended and restated as of May 31, 2011 and September 28, 2011 and the Company, its wholly owned subsidiary and Lakeside entered into an amalgamation agreement dated as of September 28, 2011.
Engagement Letter with Union Securities Ltd.
Lakeside entered into an engagement letter (the "Engagement Letter") with Union Securities Ltd. ("Union") and Foundation Markets Inc. ("FMI") on September 27, 2011.
Under the Engagement Letter Union will act as a co-lead agent, alongside with FMI, for the placement of up to 6,000,000 flow-through units at $0.25 per unit ("FT Units") and 17,500,000 normal units at $0.20 per unit ("Normal Units") for gross proceeds of up to $5,000,000 (the "RTO Financing"). Lakeside has the option to reduce the number of FT Units and increase the number of Normal Units. Each FT Unit is comprised of one (1) flow-through share and one half (1/2) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Normal Unit is comprised of one (1) normal share and one half (1/2) of one Warrant. Each Warrant entitles the holder thereof to purchase one (1) common share for a period of twenty four (24) months from the date of issuance, subject to acceleration in certain circumstances. The Warrants are exercisable at a price of $0.40 per common share. Agents will receive a cash commission equal to 8% of the funds raised and compensation warrants equal to 8% of the units sold in the placement.
Pursuant to National Instrument 33-105 - Underwriting Conflicts, Lakeside is a "related issuer" of FMI in connection with the financing and may be considered a "connected issuer" of FMI. FMI will not receive any compensation options in connection with the RTO Financing, all compensation options will be allocated to Union and registered arm's length selling agents.
Capital Structure of Lakeside
Lakeside's current capital structure is as follows:
(a) 16,422,767 outstanding common shares of Lakeside;
(b) 4,526,333 outstanding warrants of Lakeside to acquire an equivalent number of Lakeside Shares at an exercise price of (i) as to 1,382,500 warrants, $0.20 expiring on the earlier of December 29, 2015 or 24 months from the date of completion of a going public transaction, (ii) as to 2,025,000 warrants, $0.20 expiring on the earlier of April 4, 2016 or 24 months from the date of completion of a going public transaction, (iii) as to 637,000 warrants, $0.30 expiring on the earlier of August 12, 2016 or 24 months from the date of completion of a going public transaction, subject to acceleration in certain circumstances and (iv) as to 481,833 warrants, $0.30 expiring on the earlier of September 28, 2016 or 24 months from the date of completion of a going public transaction, subject to acceleration in certain circumstances;
(c) 2,300,000 outstanding options of Lakeside to acquire an equivalent number of Lakeside Shares for five years from the date of issue at an exercise price of (i) as to 2,100,000 options, $0.20 and (ii) as to 200,000 options, $0.40; and
(d) 179,013 outstanding compensation options of Lakeside to acquire, at an exercise price of $0.15, an equivalent number of Lakeside Shares and 89,506 Lakeside warrants (with each such warrant entitling the holder to purchase one Lakeside Share at an exercise price of $0.30) expiring on the earlier of 60 months from the date of issue or 24 months from the date of completion of a going public transaction, subject to acceleration in certain circumstances
About Lakeside Minerals Corp.
Lakeside Minerals Corp. is engaged in acquiring and exploring gold and rare earth mineral properties in the mining-friendly jurisdiction of Quebec.
Lakeside completed a NI 43-101 Technical Report on the company's Dufay property, located 30 km west of Rouyn-Noranda, northwestern Quebec. The company is currently assessing the Dufay property for its gold and copper potential. The property is situated 4 km south of the Larder Lake - Cadillac Fault Zone and just 5 km east of the historic Kerr-Addison gold mine.
Lakeside's management and board have extensive experience in exploring and developing mineral deposits and building shareholder value.
About Grasslands Entertainment Inc.
Grasslands Entertainment Inc. is headquartered in Calgary, Alberta and is publicly traded on the TSX Venture Exchange under the symbol GEE. It creates, develops, finances, produces and distributes proprietary television programming for worldwide markets. Grasslands has a proven track record of producing quality, cost-effective programming with worldwide audience appeal.
Grasslands has filed Lakeside's NI 43-101 Technical Report on the Dufay property on SEDAR.
All technical information in this press release has been reviewed and approved by Mario Justino, P.Geo., President and CEO of Lakeside Minerals Corp., a Qualified Person ("QP") under National Instrument 43-101.
Completion of the Reverse Take-Over 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 Reverse Take-Over cannot close until the required shareholder approval is obtained. There can be no assurance that the Reverse Take-Over will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in management information circular 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.
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.
Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Grasslands Entertainment Inc.
James Ripley
President and Chief Executive Officer
(403) 471-9002
Lakeside Minerals Corp.
Mario Justino
President and Chief Executive Officer
(514) 448-6694
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Datum: 14.10.2011 - 09:16 Uhr
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