TORONTO, Aug. 29 /CNW/ - Lucrum Capital Corp. ("Lucrum") is pleased to
announce the completion of its qualifying transaction (the "Qualifying
Transaction") with Sheltered Oak Resources Inc. ("SOR") on August 28, 2008.
The Qualifying Transaction, which was previously announced by Lucrum in
press releases dated January 23, 2008 and June 2, 2008, was completed by way
of a "three cornered" amalgamation among Lucrum, SOR and a wholly-owned
subsidiary of Lucrum whereby Lucrum issued an aggregate of 10,135,808 common
shares to the shareholders of SOR.
Subject to the Final Exchange Bulletin to be disseminated by the TSX
Venture Exchange, trading in Lucrum's shares is anticipated to resume on the
TSX Venture Exchange under the symbol "LRU" on September 3, 2008.
The officers and directors of Lucrum are as follows:
Robert Hanson, President, Chief Executive Officer and Corporate Secretary
Patrick Morris, Chief Financial Officer
John Angus, Director
Norman Betts, Director
Ken Hight, Director
Peter Hubacheck, Director
In connection with the Qualifying Transaction, Lucrum completed a private
placement (the "Private Placement") consisting of (i) a brokered portion (the
"Brokered PP") of 1,225,000 flow-through common shares (each a "FT Share") in
the capital of Lucrum at $0.40 per FT Share and 455,000 non-flow-through
common shares (each a "NFT Share") in the capital of Lucrum at $0.40 per NFT
Share; and (ii) a non brokered portion (the "Non Brokered PP") of 297,500 FT
Shares in the capital of Lucrum at $0.40 per FT Share and 522,500 NFT in the
capital of Lucrumat $0.40 per NFT Share for aggregate gross proceeds of
In connection with the Private Placement, Lucrum has paid to Canaccord
Capital Corporation (the "Agent") a cash commission equal to 8% of aggregate
gross proceeds raised from subscriptions for the FT Shares and NFT Shares
pursuant to the Brokered PP (the "Agent's Commission") and issued to the Agent
non-flow-through common share purchase warrants (each, an "Agent's Warrant")
of Lucrum equal to 8% of the aggregate number of the FT Shares and NFT Shares
subscribed for by the subscribers pursuant to the Brokered PP, with each
Agent's Warrant exercisable into one NFT Share (an "Agent's Warrant Share") in
the capital of Lucrum at a price of $0.40 per Agent's Warrant Share for a
period of one year from closing of the Brokered PP. In addition, Lucrum has
paid to the Agent an administration fee in connection with the Brokered PP.
Lucrum has paid to Deacon & Company Capital Markets Inc. (the "Finder") a
cash commission equal to 8% of aggregate gross proceeds raised from
subscriptions for the FT Shares and NFT Shares from the subscribers introduced
to Lucrum by the Finder pursuant to the Non Brokered PP (the "Finder's
Commission"); and issued to the Finder non-flow-through common share purchase
options (each, a "Finder's Option") of Lucrum equal to 8% of the aggregate
number of the FT Shares and NFT Shares subscribed for by the subscribers
introduced to Lucrum by the Finder pursuant to the Non Brokered PP, with each
Finder's Option exercisable into one NFT Share (a "Finder's Option Share") in
the capital of Lucrum at a price of $0.40 per Finder's Option Share for a
period of one year from closing of the Non Brokered PP.
The FT Shares, the NFT Shares, Agent's Warrants, the Agent's Warrant
Shares, the Finder's Options and the Finders' Option Shares are subject to a
hold period until December 29, 2008 in accordance with policies of the TSX
Following the completion of the Qualifying Transaction (including the
Private Placement) there were 17,135,808 issued and outstanding common shares
of Lucrum ("Common Shares"). Of the 17,135,808 issued and outstanding Common
Shares, 7,319,519 will be subject to escrow.
In connection with the Qualifying Transaction Robert Hanson acquired
1,482,758 Common Shares directly, Telfer Hanson acquired 302,632 Common Shares
directly, RKH Limited acquired 457,684 Common Shares directly and Thames
Capital (Bermuda) Ltd. acquired 1,689,800 Common Shares directly. Robert
Hanson, Telfer Hanson, RKH Limited and Thames Capital (Bermuda) Ltd. acquired
in the aggregate 3,932,874 Common Shares which represents 23% of the
17,135,808 outstanding Common Shares. Telfer Hanson holds 40% of the
outstanding shares of RKH Limited and 50% of the outstanding shares of Thames
Capital (Bermuda) Ltd. Robert Hanson owns 20% of the outstanding shares of RKH
Limited and 50% of the outstanding shares of Thames Capital (Bermuda) Ltd.
Telfer Hanson and Robert Hanson are also directors and officers of both RKH
Limited and Thames Capital (Bermuda) Ltd. Further information required by
securities legislation is available in early warning reports dated August 29,
2008 filed by Robert Hanson and Telfer Hanson, respectively on SEDAR. A copy
of the early warning reports may also be obtained by contacting Robert Hanson
at the telephone number noted below.
For more information regarding the private placement, the Qualifying
Transaction, or SOR please refer to the Filing Statement filed by Lucrum on
August 18, 2008 on SEDAR (www.sedar.com).
About Sheltered Oak Resources Inc.
Sheltered Oak is an Ontario corporation with its head office located in
Oakville, Ontario. Sheltered Oak is a junior mineral exploration corporation
which has an option to acquire a 55% interest in and to the Kerrs Property
which consists of 43 unpatented mining claims and 12 mining leasehold patents
located in the Matheson area of Ontario.
The TSX Venture Exchange does not accept responsibility for the accuracy
or adequacy of this release
For further information:
For further information: Robert Hanson, President and Chief Executive
Officer, Lucrum Capital Corp., Tel: (905) 827-5414, Fax: (905) 847-9575,
Email: firstname.lastname@example.org; Patrick Morris, Chief Financial Officer,
Lucrum Capital Corp., Tel: (604) 761-8597, Fax: (604) 983-8598, Email: