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UNT.P

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Share Name Share Symbol Market Type
TSXV:UNT.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Unite Capital Announces Qualifying Transaction

23/04/2014 3:13pm

Marketwired Canada


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
David Stafford Johnson
(303) 564-9525
pipermojod@gmail.com

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