Lateral Capital Corp. Announces Closing of Qualifying Transaction and Second Tranche of Private Placement
CALGARY, ALBERTA--(Marketwire - Oct. 29, 2012) -
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Lateral Capital Corp. (the "Corporation") (TSX VENTURE:LCP.P) is pleased to announce the closing of its Qualifying Transaction, as more particularly detailed in the Corporation's Filing Statement dated October 16, 2012, as filed on SEDAR. As a result of the completion of the Qualifying Transaction, the Corporation's classification will change from a capital pool company to a Tier 2 oil and gas company once the TSX Venture Exchange (the "Exchange") issues its final bulletin approving the Qualifying Transaction.
The Corporation is also pleased to announce that it has closed the second tranche of its private placement offering (the "Private Placement") which consisted of the issuance of 3,714,284 subscription receipts ("Subscription Receipts") at a price of $0.14 per Subscription Receipt for gross proceeds of $520,000, which combined with the previously announced closing of the first tranche of the Private Placement, resulted in aggregate gross proceeds to the Corporation of $3,006,503. The Private Placement was co-led by Stonecap Securities Inc. and Wolverton Securities Ltd. (the "Co-Lead Agents"). The Co-Lead Agents have been paid a cash commission of 10% of the gross proceeds of the Private Placement less any gross proceeds from subscribers identified by the Corporation on the president's list (the "President's List"), and broker warrants (the "Broker Warrants") equal to 10% of the number of Subscription Receipts issued pursuant to the Private Placement less that number of Subscription Receipts issued pursuant to those subscribers on the President's List. Upon closing of the Qualifying Transaction, the Co-Lead Agents have been paid a cash commission of 5% of the gross proceeds of the Private Placement from those subscribers identified by the Corporation on the President's List, and Broker Warrants equal to 5% of the number of Subscription Receipts issued to those subscribers identified by the Corporation on the President's List. The Co-Lead Agents have been issued 1,801,001 Broker Warrants, which entitle the Co-Lead Agents to acquire common shares of the Corporation at a price of $0.14 per Broker Warrant for a period of 24 months after the date of the Acquisition. In addition, the Co-Leads Agents received advisory and financial services fees totalling $75,000 in cash and the issuance of an aggregate of 514,285 common shares of the Corporation at a deemed issue price of $0.14 per common share.
As a result of closing the Qualifying Transaction the Corporation has satisfied the escrow release conditions of the subscription-receipt financings and the escrow agent has released the escrowed proceeds. A total of 21,475,020 Subscription Receipts issued under the offering have been automatically converted for no additional consideration in accordance with the terms thereof into common shares of the Corporation with a four month hold period expiring four months from the date of issue.
New Management Team and Board of Directors
In connection with its Qualifying Transaction, the Corporation has completed its previously announced letter of intent with Steel Petroleum Inc., a privately held oil and gas exploration and development company based out of Calgary, Alberta, whereby the current directors and officers of the Corporation have resigned and been replaced by the existing management team and board of directors of Steel Petroleum Inc. who, as described below, collectively possess many years of oil and gas experience.
Corbin Blume, Calgary Alberta - President, Chief Executive Officer, and Director
Mr. Blume has 18 years of oil and gas experience in senior business development roles at Canadian 88 Energy, Canadian Superior Energy and Sunshine Oil Sands.
Brent Defosse, Calgary, Alberta - Executive Vice President and Chief Operating Officer
Mr. Defosse has over 30 years of experience in drilling, production, and exploitation. He was formerly the Vice President, Drilling & Completions at Pengrowth Energy Trust and Chief Operating Officer of Acclaim Energy Trust. Mr. Defosse was formerly the Manager of Production & Operations for Chevron's Western Canada properties.
Diane Zuber, Calgary, Alberta - Controller & Chief Financial Officer
Ms. Zuber has over 19 years of experience in the finance and energy sector including a start up royalty corporation that funded a $100 million private placement. In addition, Ms. Zuber has mergers and acquisitions experience at Pengrowth Energy Trust and energy banking experience with senior syndicated facilities and junior oil and gas companies at the Royal Bank of Canada and ATB Financial.
Grant Henschel, Calgary, Alberta - Executive Vice President, Business Development
Mr. Henschel has over 25 years of experience in the oil and gas industry at Schlumberger, Texaco, ICG Resources and was formerly a Senior Partner at Sproule Associates Limited. Mr. Henschel was formerly the Vice President, Acquisitions & Divestments at Pengrowth Energy Trust.
Murray Swanson, Calgary, Alberta - Director
Mr. Swanson is the former President and Chief Executive Officer of Reliable Energy, which recently sold for $115 million. Mr. Swanson has over 30 years of experience in exploration & production operations. He Previously worked for Shell, Chevron, and has developed several private companies including Enermax Resources Corp., Rockwood Resources Ltd., and service companies including Central Treating, SRK Oilfield Rentals and Northern Petro Services Ltd.
W.C. (Mike) Seth, Calgary, Alberta - Director
Mr. Seth has over 35 years of experience in the energy sector. He currently serves as President of Seth Consultants, a private oil and gas consulting firm, and has served as Chairman, President, and Managing Director of McDaniel & Associates since 1989. Mr. Seth serves on the Board of Enerplus Resources Fund, and several other public and private junior oil and gas companies. Mr. Seth was a member of the Council of APEGGA and served on the Practice Standards Committee.
Robert B. Hodgins, Calgary, Alberta - Director
Mr. Hodgins has been an independent businessman since November 2004. He served as the Chief Financial Officer of Pengrowth Energy Trust from 2002 to 2004. He was Vice President and Treasurer of Canadian Pacific from 1998 to 2002 and was Chief Financial Officer of TransCanada Pipelines Limited from 1993 to 1998. Mr. Hodgins currently serves on the board of numerous publicly traded Oil and Gas companies. Mr. Hodgins received a Bachelor of Arts in Business at the University of Western Ontario in 1975. Was a member of the Institute of Chartered Accountants of Ontario in 1977 and Alberta in 1991.
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Acquisition and associated transactions, including statements regarding the terms and conditions of the Acquisition and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Acquisition and associated transactions, that the ultimate terms of the Acquisition and associated transactions will differ from those that currently are contemplated, and that the Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, the properties or their respective financial or operating results or (as applicable) their securities.
FOR FURTHER INFORMATION PLEASE CONTACT:
Lateral Capital Corp.
President and Chief Executive Officer