Lakewood Exploration Completes Acquisition of Silver Hammer and Non-Brokered Private Placement
Vancouver, British Columbia – TheNewswire - June 16, 2021 - Lakewood Exploration Inc. (CSE:LWD) (OTC:LWDEF) (CNSX:LWD.CN) (the “Company” or “Lakewood”) announces that, further to its news release of May 31, 2021, it has completed the acquisition (the “Acquisition”) of all the issued and outstanding securities of Silver Hammer Mining Corp. (“Silver Hammer”) pursuant to the terms of a share exchange agreement dated May 31, 2021 (the “Definitive Agreement”) between the Company, Silver Hammer and the shareholders of Silver Hammer. The Company is also pleased to announce that it has closed its non-brokered private placement (the “Private Placement”) for total gross proceeds of CAD$3,521,490.
In connection with the Acquisition, the Company issued an aggregate of 8,000,000 common shares in the capital of the Company (the “Payment Shares”) pro rata to the Silver Hammer securityholders at a deemed price of $0.25 per Payment Share. In connection with the Acquisition, the Company also issued 500,000 common shares with a deemed price of $0.25 per share to an arm’s length third party as a finder’s fee. Silver Hammer owns a 100% interest in a prospective, past producing silver-gold project located in Idaho, United States, being the Silver Strand Project. For additional details regarding the Silver Strand Project, see the Company’s news release dated May 31, 2021, available under the Company’s SEDAR profile at www.sedar.com.
In connection with the Private Placement, the Company issued a total of 14,085,960 units (the “Units”) at CAD$0.25 per Unit for total gross proceeds of CAD$3,521,490. Each Unit is comprised of one common share (a “Share”) of the Company and one-half of one transferable common share purchase warrant (each whole warrant a “Warrant”). Each whole Warrant entitles the holder to purchase one additional Share at any time at a price of $0.50 for a period of 24 months from the closing date of the Private Placement provided that, in the event that the closing price of the Company’s Shares on the Canadian Securities Exchange (or such other exchange on which the Company’s Shares may become traded) is $0.60 per Share or greater during any ten (10) consecutive trading day period at any time subsequent to four months and one day after the closing date, the Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day after the date on which the Company provides notice of such accelerated expiry to the holder.
The Company intends to use the proceeds from the Private Placement for exploration activities on the Company’s Lacy Property Gold Project, exploration on Silver Hammer’s Silver Strand Project and for general working capital purposes.
The Company paid finder’s fees of $147,875 and 591,500 finder’s warrants (the “Finder’s Warrants”) in connection with the Private Placement. The Finder’s Warrants are exercisable on the same terms as the Private Placement Warrants.
All securities issued in the Private Placement will be subject to a four month hold period pursuant to securities laws in Canada. In addition, all common shares of the Company issued in connection with the Acquisition will be subject to the following voluntary hold periods: 25% of the shares will be released on September 16, 2021 and an additional 25% will be released every 3 months thereafter until all of the shares have been released.
Lawrence Roulston, the Vice President of Exploration of the Company, subscribed for 100,000 Units. As a result, the Private Placement is a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Company relied upon the “Issuer Not Listed on Specified Markets” exemption from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101.
The Company has also granted 2,000,000 stock options (“Options”) to certain directors, officers and consultants of the Company. Each Option is exercisable for one common share in the capital of the Company at an exercise price of $0.62 per share until June 16, 2026. All Options are subject to the terms of the Company’s share option plan and applicable securities law hold periods.
The Company is pleased to announce that it has engaged Kristina Pillon of High Tide Consulting Corp. in an investor relations capacity and Primoris Group Inc. for media relations services for initial terms of 12 months each. The Company has also retained Triple Bull Consulting Inc., Proven and Probable, Capital Analytica, Departures Capital Inc. and Super Charged Stocks Ltd. to provide marketing communication consulting services. In addition, Red Cloud Securities Inc. has been retained to provide market stabilization and liquidity of the Company’s shares listed on the Canadian Stock Exchange.
FOR FURTHER INFORMATION PLEASE CONTACT: Michael Dake, Chief Executive Officer and Corporate, Secretary, at 200 - 551 Howe Street Vancouver, British Columbia V6C 2C2, email: firstname.lastname@example.org.
Investor Relations contact Kristina Pillon, President, High Tide Consulting Corp., 604.908.1695 email@example.com
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
This press release includes "forward-looking information" that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include, but are not limited to, statements relating to the Company's use of proceeds. Such statements are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available.
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