Gaming Nation Inc. (formerly Oceanside Capital Corp.) - Closing of Reverse Takeover Transaction with Gaming Nation Acquisition Corp.


TORONTO, June 9, 2015 /CNW/ - Gaming Nation Inc. (formerly Oceanside Capital Corp. TSXV: OCC) (the "Company" or "Gaming Nation") (TSXV: FAN) is pleased to announce that it has completed its previously announced reverse takeover transaction with Gaming Nation Acquisition Corp. ("GNAC") and has today purchased, directly and indirectly, all of the shares of 5050 Central Ltd. and its subsidiary 5050 Central-Delaware Inc., Fantasy Feud Inc., Guru Fantasy Reports, Inc. and Stevo Design, Inc. Subject to the receipt from the TSXV of its final bulletin in respect of the transaction, it is anticipated that trading of Gaming Nation's post-consolidated common shares will begin trading as a Tier 1 issuer on the TSX Venture Exchange ("TSXV") under stock symbol "FAN" on June 15.

As previously disclosed, following the disposition of the Company's residual mining assets by plan of arrangement, on June 5, 2015 the Company re-domiciled to the Province of Ontario under the name "Gaming Nation Inc." and completed its 2:1 consolidation of its common shares. 

The total number of issued and outstanding (post-consolidated) common shares of the Company at the resumption of trading will be 34,656,810. In connection with closing, the board authorized the issuance of 812,500 stock options to directors and officers of the Company with an exercise price of $2.50. In addition, the Company has 767,525 outstanding broker warrants with an exercise price of $2.50 and 778,122 finder's warrants with an exercise price of US$1.50. As well, as previously announced, the convertible debenture issued by GNAC to HC2 Holdings 2, Inc. ("HC2"), a subsidiary of HC2 Holding, Inc. (NYSE MKT: HCHC), became, upon closing, convertible at the option of the holder into 8,888,889 common shares of the Company at a price of $2.25, which amount excludes the conversion of any accrued and unpaid interest on the convertible debenture during its 2-year term. In addition, as required by the terms of the convertible debenture, the Company issued the share purchase warrant to HC2, which is exercisable for 28,126,068 common shares until April 6, 2020 at a varying exercise price, commencing at $5.00 per share for the first 2 years, then resetting on April 6, 2017 to the greater of (a) $0.30; and (b) a one hundred and fifty percent (150%) premium to the market price (as calculated pursuant to the terms of the warrant) as at April 6, 2017 for the following 2 years; and at any time after April 6, 2019 until expiration, at a one hundred and fifty percent (150%) premium to the market price as at April 6, 2019.

The Company is pleased to welcome its new board of directors: Chairman Peter Luukko, Scott Secord (CEO), Richard Crowe, Patrick Burke, Andrew DeFrancesco and John FitzGerald. For biographical information on the directors, please see the Company's January 19, 2015 press release.

With respect to the transaction and related subscription receipt financing: Canaccord Genuity acted as agent and broker; Aloe Financial acted as financial advisors; Stikeman Elliott LLP acted as legal counsel, MNP LLP acted as auditors to the target companies and the Delavaco Group acted as M&A advisors.

Trading of the Company's shares will remain halted until completion of the Transaction and issuance of the TSXV's final bulletin.

Forward-Looking Statements

Certain statements contained in this announcement constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Company's future outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "target", "potential", "continue" or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected business prospects and opportunities. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.

SOURCE Gaming Nation Inc.

For further information: For more information on the matters indicated in this press release, please contact Scott Secord, director and Chief Executive Officer of the Company, at (905) 731-9867.

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