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TSX VENTURE: OCC
VANCOUVER, May 11, 2015 /CNW/ - Oceanside Capital Corp. (the "Company" or "Oceanside") (TSX VENTURE: OCC) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange") for its business combination (the "Business Combination") with Gaming Nation Acquisition Corp. ("Gaming Nation"), the terms of which were previously announced by the Company on January 19, 2015 and April 30, 2015.
Pursuant to the terms of the Business Combination, subject to certain conditions, including without limitation: (i) completion of the Company's proposed plan of arrangement in respect of the spin out of its existing mining assets; (ii) receipt of approval of the Business Combination and related matters by shareholders of Oceanside and Gaming Nation; (iii) completion of the acquisition of the shares of 5050 Central Ltd. and Fantasy Feud Inc. by Gaming Nation; and (iv) receipt of final approval of the Exchange, Gaming Nation will become a wholly-owned subsidiary of Oceanside, and Oceanside will continue to the Province of Ontario under the new name "Gaming Nation Inc.", complete the acquisition of the shares of Guru Fantasy Reports, Inc. and Stevo Design, Inc., and trade under the stock symbol "FAN".
Oceanside also announces that a joint management information circular (the "Circular") concerning the particulars of the Business Combination and related matters has been mailed to shareholders of Oceanside and Gaming Nation and filed on www.sedar.com under Oceanside's corporate profile.
Closing of the plan of arrangement and the Business Combination are expected to occur following receipt of approval of Oceanside and Gaming Nation shareholders, which is being sought at special meetings of the shareholders, each to be held on June 1, 2015 and as further described in the Circular, and the fulfillment of all conditions of the Exchange.
Completion of the transactions described in this news release are subject to a number of conditions, including the approval of the TSX Venture Exchange, the requisite approval of the Company's shareholders, and other customary closing conditions. The transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all. Trading of the Company's shares will remain halted until completion of the Business Combination or until satisfactory documentation is filed with the TSX-V.
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 Oceanside should be considered highly speculative.
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 Oceanside Capital Corp.
For further information: For more information on the matters indicated in this press release, please contact David Schmidt, director of Oceanside, at (604) 630-6889.