Lateral Capital Corp. Announces Fully Marketed Public Offering of Up to $115 Million of Equity

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Lateral Capital Corp. ("Lateral" or the "Company") (TSX VENTURE:LCP) is pleased
to announce that it has filed a preliminary long form prospectus with the
securities authorities in all the provinces of Canada, except Quebec, in
connection with a fully marketed public offering of subscription receipts
("Subscription Receipts") on a commercially reasonable efforts basis for minimum
proceeds of $102 million and maximum proceeds of $115 million (the "Public
Offering"). Stonecap Securities Inc. and Wolverton Securities Ltd. are acting as
co-lead agents (collectively the "Agents"). The final terms of the Public
Offering, including aggregate proceeds and pricing, will be determined in the
context of the market.


The Company has granted the Agents an over-allotment option (the "Over-Allotment
Option") to purchase up to an additional 15% of Subscription Receipts (or common
shares if the Over-Allotment Option is exercised following the satisfaction of
the Escrow Release Condition (as defined hereinafter)) at a price equal to the
offering price to cover over-allotments, if any, and for market stabilization
purposes. The Over-Allotment Option is exercisable, in whole or in part, at the
discretion of the Agents, at any time up to 30 days following the closing of the
Public Offering.


Upon closing of the Public Offering, the gross proceeds will be held in escrow
in an interest bearing account (the "Escrowed Funds") by an escrow agent (the
"Escrow Agent") mutually agreeable to the Company and the Agents. The Escrowed
Funds and the interest earned thereon will be released to Lateral, and common
shares will be issued to the holders of Subscription Receipts without payment of
additional consideration or further action, upon delivery by the Company and the
Agents, of an 'Escrow Release Notice' notifying the Escrow Agent that the terms
of the Escrow Release Condition (as defined hereinafter) have been satisfied.
The Escrow Release Condition will be deemed to have been satisfied upon all of
the conditions to the completion of the acquisitions of the Whitecap Assets and
the Redvers Assets (as defined hereinafter), as detailed in the Company's press
releases dated November 28, 2012 and December 14, 2012respectively, being
satisfied but for the payment of the purchase price for each respective asset,
as applicable, to be satisfied by the release of the Escrowed Funds (the "Escrow
Release Condition").


The net proceeds from the Public Offering and, as applicable, the Private
Placement (as defined hereinafter), including any net proceeds received upon the
exercise of the Over-Allotment Option, will be used by the Company: (i) to fund
the purchase price of the Redvers Assets (as defined hereinafter) for total
consideration of approximately $69.0 million; (ii) to fund the purchase price of
the Whitecap Assets (as defined hereinafter) for total consideration of
approximately $28.1 million; and, (iii) to fund the planned 2013 exploitation
and development drilling program of up to $25.0 million.


Lateral announced in press releases dated November 28, 2012 and December 14,
2012 (as subsequently updated) that it had entered into agreements to acquire a
combination of operated and non-operated light oil assets in SouthEast
Saskatchewan (the "Whitecap Assets") and operated light oil assets in SouthEast
Saskatchewan (the "Redvers Assets"). The Whitecap Assets and the Redvers Assets
will provide the Corporation an enhanced asset base and a foundation for future
growth. 


The Whitecap Assets comprise 5,500 net acres (2,294 net undeveloped acres) in
South East Saskatchewan and production as of September 30, 2012 of approximately
320 boe/d. A reserve report prepared by McDaniel & Associates Consultants
Limited evaluated the Whitecap Assets reserves to be 1,126 Mboe of proved
reserves and 1,539 Mboe of proved plus probable reserves as of September 30,
2012.


The Redvers Assets comprise 18,339 net acres (15,453 net undeveloped acres) in
South East Saskatchewan and production as of September 30, 2012 of approximately
749 boe/d. A reserve report prepared by Sproule Associates Limited evaluated the
Redvers Assets reserves to be 1,574 Mboe of proved reserves and 2,684 Mboe of
proved plus probable reserves as of September 30, 2012. 


As well, the Company is also considering debt financing alternatives including
bank debt and/or other debt instruments ("Debt Instruments") in addition to the
equity financing. In this regard, the Company has entered into an agreement with
a US financial advisor to act as its advisor and placement agent in connection
with a possible private placement of Debt Instruments of the Company, other than
any Canadian bank debt, on a best efforts basis (the "Private Placement"). The
final terms of the Private Placement, including aggregate proceeds, term,
security on assets, pricing and structure of the Debt Instruments will be
determined in the context of the market.


The Public Offering and the Private Placement are subject to the receipt of all
applicable regulatory approvals, including approval of the TSX Venture Exchange.



Cautionary and Forward-Looking Statements

This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. These statements
relate to future events or future performance. All statements other than
statements of historical fact may be forward-looking statements or information.
Forward-looking statements and information are often, but not always, identified
by the use of words such as "appear", "seek", "anticipate", "plan", "continue",
"estimate", "approximate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should", "believe",
"would" and similar expressions. 


More particularly and without limitation, this news release contains
forward-looking statements and information concerning the Public Offering; the
Private Placement; the acquisition of the Whitecap Assets and the Redvers
Assets; the expected use of proceeds from the Public Offering and the Private
Placement; the Corporation's petroleum and natural gas production and reserves
with respect to the assets to be acquired; the Corporation's petroleum and
natural gas production on an aggregate basis upon completion of the proposed
acquisition of the Whitecap Assets and the Redvers Assets; anticipated closing
dates of the asset acquisitions; the closing of the Public Offering and the
Private Placement and the anticipated timing thereof. The forward-looking
statements and information are based on certain key expectations and assumptions
made by management of the Corporation, including expectations and assumptions
concerning well production rates and reserve volumes in respect of the assets to
be acquired; expectations and assumptions concerning well production rates in
respect of existing wells; project development; obtaining regulatory approval
for the Public Offering and the Private Placement; and overall business
strategy. Although management of the Corporation believes that the expectations
and assumptions on which such forward looking statements and information are
based are reasonable, undue reliance should not be placed on the forward-looking
statements and information since no assurance can be given that they will prove
to be correct. 


Forward-looking statements and information are provided for the purpose of
providing information about the current expectations and plans of management of
the Corporation relating to the future. Readers are cautioned that reliance on
such statements and information may not be appropriate for other purposes, such
as making investment decisions. Since forward-looking statements and information
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, the risks associated with the oil and gas industry in
general such as operational risks in development, exploration and production
delays or changes in plans with respect to exploration or development projects
or capital expenditures; the uncertainty of reserve estimates; the uncertainty
of estimates and projections relating to reserves, production, costs and
expenses; health, safety and environmental risks; commodity price and exchange
rate fluctuations; marketing and transportation; loss of markets; environmental
risks; competition; incorrect assessment of the value of acquisitions and
failure to realize the anticipated benefits of acquisitions; ability to access
sufficient capital from internal and external sources; failure to obtain
required regulatory and other approvals and changes in legislation, including
but not limited to tax laws, royalties and environmental regulations.
Accordingly, readers should not place undue reliance on the forward-looking
statements, timelines and information contained in this news release. Readers
are cautioned that the foregoing list of factors is not exhaustive. 


The forward-looking statements and information contained in this news release
are made as of the date hereof and no undertaking is given to update publicly or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws or the TSX Venture Exchange. The forward-looking statements or
information contained in this news release are expressly qualified by this
cautionary statement. 


BOEs may be misleading, particularly if used in isolation. A BOE conversion
ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead. 


This press release shall not constitute an offer to sell, nor the solicitation
of an offer to buy, any securities in the United States, nor shall there be any
sale of securities mentioned in this press release in any state in the United
States in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state. 


Not for distribution to U.S. Newswire Services or for dissemination in the
United States. Any failure to comply with this restriction may constitute a
violation of U.S. Securities laws.


NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

FOR FURTHER INFORMATION PLEASE CONTACT: 
Lateral Capital Corp.
Corbin Blume
President, Chief Executive Officer, and Director
[phone]
[phone] (FAX)
[e-mail]