Gaming Nation Inc. (formerly Oceanside Capital Corp.) - Update regarding Business Combination with Gaming Nation Acquisition Corp.


VANCOUVER, June 5, 2015 /CNW/ - Gaming Nation Inc. (TSXV: FAN) (formerly Oceanside Capital Corp. TSXV: OCC) (the "Company" or "Gaming Nation") is pleased to announce that it has received the approval from shareholders of all matters put before them at the respective shareholder meetings of the Company and Gaming Nation Acquisition Corp. ("GNAC"), each held on June 1, 2015. Among other things, shareholders of the two companies have approved, as applicable: (i) the previously announced business combination and reverse takeover transaction (the "Transaction") between the Company and GNAC; (ii) the court-approved plan of arrangement whereby the Company spun out the shares of its subsidiary, which owns its existing mining assets, to its shareholders; (iii) the proposed continuance of the Company from B.C. to Ontario; and (iv) the consolidation of both the Company's and GNAC's issued and outstanding common shares on a 2:1 basis. In addition, the shareholders of the Company approved the new board of directors of the Company, as outlined in the circular mailed to shareholders, who will take their positions on the board upon completion of the Transaction.

The Company received approval from the Supreme Court of British Columbia and closed the plan of arrangement on June 2, 2015 (the "Effective Date").  Shareholders of record on the Effective Date received one common share of Boss Minerals Inc. (formerly 1033103 B.C. Ltd.) for each share of the Company they held. Any purchasers of the Company's shares after June 2, 2015 will not receive shares of Boss Minerals Inc. The Company's shares remain halted pending completion of the Transaction.

In addition, today the Company and GNAC each completed their respective 2:1 share consolidation referred to above and the Company completed its continuance from B.C. to Ontario under the name "Gaming Nation Inc.".

It is expected that the remaining component parts of the Transaction will be completed on or about June 9, 2015, which include the acquisition of all of the shares of 5050 Central Ltd. and Fantasy Feud Inc. by GNAC, the amalgamation of GNAC with a wholly-owned subsidiary of the Company, and the acquisition thereafter of all of the shares of Guru Fantasy Reports, Inc. and Stevo Design, Inc. indirectly by the Company. The Company will issue a subsequent press release upon completion of the Transaction. The Transaction remains subject to the final approval of the TSX Venture Exchange (the "TSXV"), which is expected to be received following, and subject to the completion of, the Transaction. Once final approval has been obtained from the TSXV, the Transaction will constitute a reverse takeover of the Company.

Completion of the transactions described in this news release are subject to a number of conditions, including the approval of the TSX Venture Exchange and other customary closing conditions. There can be no assurance that the transactions not yet completed will be completed as proposed or at all. Trading of the Company's shares will remain halted until completion of the Transaction and issuance of the TSXV's final bulletin.

Investors are cautioned that, except as disclosed in the circular mailed in connection with the transactions indicated above, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

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: on the matters indicated in this press release, please contact David Schmidt, director of the Company, at (604) 630-6889.

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