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VANCOUVER, July 22, 2015 /CNW/ - Alpha Exploration Inc.
("Alpha") (TSX.V: AEX) and Lakeland Resources Inc. ("Lakeland")
(TSX-V: LK; FSE: 6LL; OTCQX: LRESF) are pleased to announce the
terms of a proposed transaction (the "Transaction") whereby
Lakeland and Alpha will merge to form a consolidated, well financed
uranium exploration company ("CombineCo"). The
transaction is driven by:
- Strategic combination of significant existing hard dollar and
flow through treasuries of Alpha and Lakeland;
- A strengthened property portfolio in the Athabasca Basin, Saskatchewan, with a string of Tier 1 drill
targets to be tested, including a consolidated position at Hook
Lake in the PLS camp. The combined Carter – Hook properties
would cover approximately 15 km length of the PLS conductive
corridor, which is host to at least four recent uranium discoveries
including: PLS, 600W, Arrow, and the Spitfire Zone;
- Merged board and management with a diverse and proven
collective track record;
- Anticipated synergies resulting in reduced merged general and
administrative expenses.
Lakeland and Alpha have executed a binding definitive agreement
(the "Agreement") for the Transaction, which was unanimously
approved by the directors of both companies. Further, the directors
and executive officers for both companies have executed lock-up
agreements in support of the Transaction. Both companies
anticipate holding a meeting of their respective shareholders to
obtain the required shareholder approvals in early
September.
The Agreement contemplates that the Transaction will be
comprised of the following steps: (i) the common shares of Lakeland
will be consolidated on the basis of three (3) old shares for one
(1) new share; and (ii) Lakeland will acquire all of the issued and
outstanding shares of Alpha pursuant to a plan of arrangement or
other similar business combination transaction, based on an
anticipated exchange ratio of one (1) share of Lakeland for every
two (2) shares of Alpha. The result is shareholders of
Lakeland owning approximately 60% of CombineCo, with approximately
40% owned by former shareholders of Alpha.
Upon completion of the proposed Transaction, CombineCo will have
approximately 41 million common shares issued and a treasury of
approximately C$3 million. The
focus of CombineCo is shareholder value-creation through discovery
on high priority drill targets. Drilling is anticipated for the
upcoming fall/winter 2015 season on at least one and possible two
priority properties in the merged portfolio. In addition to
the synergies developed from the combined Carter-Hook Lake Property
along the PLS trend, southwest Athabasca Basin, CombineCo will own a 100 per
cent undivided interest in several other highly prospective
exploration projects. Of these projects, Gibbons Creek,
Kelic Lake, Lazy Edward Bay and
Newnham Lake are active, with considerable historic and recent
exploration and we believe are prospective for unconformity-style
uranium.
Dr. Michael H. Gunning, CEO of
Alpha stated, "this proposal is good for both shareholder
groups, as we believe the combined company can leverage the
strategic treasury to facilitate rigorous but aggressive
exploration on a merged property portfolio which spans the PLS camp
along the southwest margin of the Athabasca Basin to the Black Lake area along the northeastern margin
of the Basin". Jonathan Armes,
CEO of Lakeland Resources, adds that, "the solid share structure
and anticipated market capitalization for CombineCo will provide a
niche in the junior uranium space for potential new investors,
underscored by the combined marketing strength and technical
expertise of both companies and their track record of success in
exploration over the past 30 years."
As well, upon completion of the proposed Transaction, the
directors and officers of CombineCo will be reconstituted to
consist of six (6) directors, of which three (3) nominees shall be
made by each of Lakeland and Alpha. Jonathan Armes, currently CEO of Lakeland, will
serve as President and CEO and a director of CombineCo, Dr.
Michael Gunning, the current CEO of
Alpha, will be Executive Chairman and a director of CombineCo, and
Sierd Eriks, the current VP
Exploration for Alpha will be VP Exploration of CombineCo.
Certain former directors of Alpha are anticipated to continue to
serve as technical advisors to the board of directors of
CombineCo.
The Transaction is subject to TSX Venture Exchange acceptance
for both Lakeland and Alpha, receipt of required third party
consents, approval by respective Alpha and Lakeland shareholders,
and BC Supreme Court approval.
Alpha's board of directors, as part of the process, engaged
Primary Capital Inc. ("Primary") as its independent
financial advisor. The Alpha board of directors received a verbal
fairness opinion from Primary, that the consideration payable to
Alpha's shareholders is fair, from a financial point of view, to
the shareholders of Alpha, other than Lakeland.
Further information about Lakeland and Alpha may be found in
their respective continuous disclosure documents filed with
Canadian securities regulators under each of their profiles on
SEDAR at www.sedar.com. A copy of the Agreement is available
under both Lakeland and Alpha's profiles on SEDAR at www.sedar.com.
In addition, a detailed description of the Agreement and the
Transaction will be included in the management information circular
which will be mailed to the shareholders of Alpha and Lakeland in
advance of their respective meetings and will be filed under both
companies profile on SEDAR at www.sedar.com.
About Lakeland Resources Inc.
Lakeland Resources Inc. is a uranium and mineral exploration
company focused on the Athabasca
Basin in Saskatchewan, Canada,
home to some of the worlds' largest and richest high- grade uranium
deposits. The Company is well funded to carry out its near term
exploration programs.
About Alpha Exploration Inc.
Alpha Exploration Inc. is a mineral exploration company focused
on uranium in the Athabasca Basin
in northern Saskatchewan, Canada.
The Company is based in Vancouver
and its common shares are listed on the TSX Venture Exchange under
the symbol "AEX". Alpha is well-financed to actively explore a
portfolio of early-stage properties. Technical reports are
available on SEDAR (www.sedar.com) for three of the Company's
active properties. Alpha continually and proactively reviews
opportunities for new properties, whether by staking, joint venture
or acquisition.
For more information on Alpha please visit the corporate website
at www.alpha-aex.com, or under its profile on SEDAR at
www.sedar.com or contact Robert (Bob)
Meister, Corporate Communications, rm@alpha-aex.com, or
Alpha Exploration Inc. at 604.629.0293, info@alpha-aex.com, Trading
Symbol: TSX-V – AEX.
On Behalf of the Board of Directors
LAKELAND RESOURCES INC.
"Jonathan Armes"
Jonathan Armes
President, CEO and Director
On Behalf of the Board of Directors
ALPHA EXPLORATION INC.
"Michael Gunning"
Dr. Michael Gunning
President, CEO and Director
Forward Looking Statements: This News Release contains
forward looking statements that are subject to a number of known
and unknown risks, uncertainties and other factors that may cause
actual results to differ materially from those anticipated in our
forward looking statements. Forward-looking statements in this
release include statements regarding including statements regarding
the completion of the Transaction, the assets of CombineCo, the
anticipated benefits of the Transaction including the reduced
general and administrative expenses of CombineCo, the anticipated
directors and officers of CombineCo, the timing of the meeting of
the shareholders of Alpha and Lakeland, and future exploration
programs. Factors that could cause such differences include: the
Transaction may not be completed for any reason whatsoever,
including that the shareholders of Alpha or Lakeland, court and/or
regulators may not approve the Transaction, CombineCo may not have
the key attributes or proposed benefits outlined in this press
release, the changes in world commodity markets, equity markets,
costs and supply of materials relevant to the mining industry,
change in government and changes to regulations affecting the
mining industry. In addition to other factors and assumptions which
may be identified in this press release, assumptions have been made
regarding and are implicit in, among other things, the timely
receipt of any required regulatory approvals (including court and
shareholder approvals). Although we believe the expectations
reflected in our forward looking statements are reasonable, results
may vary, and we cannot guarantee future results, levels of
activity, performance or achievements.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The shares of Lakeland
to be offered have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended and may not be offered or
sold in the United States or to a
U.S. person absent registration or an applicable exemption from the
registration requirements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Lakeland Resources Inc.