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Lateral Gold Announces Closing of Offering of Subscription Receipts

VANCOUVER, BC / ACCESSWIRE / October 25, 2016 / Lateral Gold Corp. (TSXV: LTG) (the "Company" or "Lateral") is pleased to announce that, further to its press release of October 14, 2016, it has completed a public offering pursuant to which it has sold an aggregate of 5,750,000 subscription receipts (each, a "Subscription Receipt") at a price of $1.00 per Subscription Receipt (the "Offering Price") for gross proceeds of $5,750,000 (the "Offering"). As previously announced, Canaccord Genuity Corp. ("Canaccord") and Echelon Wealth Partners Inc. (together with Canaccord, the "Agents") acted as agents in respect of the Offering. The Subscription Receipts issued in connection with the Offering included 750,000 Subscription Receipts issued pursuant to the full exercise of the Agents' over-allotment option (the "Over-Allotment Option").

In connection with the Offering, the Company agreed to: (i) pay the Agents a cash commission equal to 7% of the gross proceeds of the Offering (the "Agents' Fee"), (ii) issue to the Agents an aggregate of 402,500 share purchase warrants (each, an "Agents' Warrant"), being equal to 7% of the number of Subscription Receipts sold under the Offering, with each Agents' Warrant entitling the holder to acquire one common share in the capital of Lateral (each, a "Lateral Share") on a post-consolidation basis, after giving effect to a one new for four old consolidation of the outstanding Lateral common shares (the "Consolidation"), at the Offering Price until October 25, 2018, (iii) pay the Agents a corporate finance fee in the amount of $100,000 (which has been paid in full by CANHaul International Corp. ("CANHaul") prior to the date hereof), (iv) reimburse the Agents for their reasonable expenses in connection with the Offering (the "Agents' Expenses"), and (v) as the Over-Allotment Option was exercised in full, pay Canaccord an additional corporate finance fee comprised of a cash payment of $50,000 and the issuance of 75,000 post-Consolidation Lateral Shares (together, the "Success Fee").

The gross proceeds of the Offering (the "Escrowed Funds"), less 50% of the Agents' Fee and the balance of the Agents' Expenses, will be held by Computershare Trust Company of Canada, as escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement dated October 25, 2016 (the "Subscription Receipt Agreement") between the Company, CANHaul, the Escrow Agent and Canaccord, pending the satisfaction of the Escrow Release Condition (as defined in the Subscription Receipt Agreement). Assuming the Escrow Release Condition is satisfied on or before 5:00 p.m. (Calgary time) on October 31, 2016, the Escrowed Funds (less the remaining 50% of the Agents' Fee and the cash portion of the Success Fee) will be released to the Company, the Lateral Shares comprising the Success Fee will be issued to Canaccord, and each Subscription Receipt will be automatically converted into one Lateral Share (on a post-Consolidation basis), without payment of additional consideration or further action on the part of the holder thereof.

Proceeds of the Offering are expected to be used for sales and marketing, research and development, general and administrative, and other operating expenses of the Company following completion of the acquisition of CANHaul (the "RTO").

Information concerning CANHaul

CANHaul provides business intelligence to organizations that require current information concerning the location and status of, and relevant data with respect to, corporate assets such as equipment, devices, vehicles and people. CANHaul does not manufacture hardware, instead it focuses on software, integrating products from sophisticated vendors that satisfy the evolving needs of customers. CANHaul provides real-time connectivity and visibility, which increases control, optimization and safety and enhances decision making, customer service and daily management of business operations. As an early adopter of the mobile-first/cloud-first approach with a long-held focus on an open collaborative technology strategy, CANHaul customers benefit from industry-leading data security through Microsoft Azure, powerful analytics and mobile access to their solution across leading mobile operating systems. CANHaul's innovation strategy is built on the pillars of integration and collaboration. CANHaul's open architecture system enables the extension of functionality by connecting to complementary software solutions and legacy systems vital to its customers' ever evolving needs. This collaborative approach has positioned CANHaul to capitalize on the rapid evolution of the Internet of Things, as evidenced by new partnerships and products such as ConnectX Lone Worker with Honeywell and Time Based Insurance with InsureMy. CANHaul's technology strategy seeks to open a larger addressable market. CANHaul management believes that CANHaul's solutions strongly respond to the needs of companies that require connectivity and visibility, while delivering a customizable and configurable solution to provide deep and sophisticated business intelligence to enterprises from all sectors.

Information concerning Lateral

Lateral was previously involved in the identification, exploration and development of viable mineral properties in the United States. If the RTO is completed, the Company is expected to be a Tier 1 Technology issuer on the TSX Venture Exchange (the "Exchange"). Further information concerning Lateral can be found under Lateral's SEDAR profile at www.sedar.com.

For additional information, please contact:

John Veltheer at (604) 562-6915

ON BEHALF OF THE BOARD OF DIRECTORS

"John Veltheer"
President, CEO and Director

Cautionary Statements

No securities regulatory authority has expressed an opinion about the securities described herein. No Lateral securities have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state, district or commonwealth of the United States (as defined in Regulation S under the U.S. Securities Act). Accordingly, these securities may not be offered or sold, directly or indirectly, within the United States or to or for the account or benefit of any "U.S. Person" (as defined in Regulation S under the U.S. Securities Act), absent an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States or any jurisdiction where such offer or sale would be unlawful, or for the account or benefit of any U.S. Person or person within the United States.

Completion of the RTO is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the RTO will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the joint management information circular of Lateral and CANHaul dated August 31, 2016 prepared in connection with the RTO, and the final short form prospectus of Lateral dated October 14, 2016, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Lateral should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.

Disclaimer for Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the completion of the proposed RTO; the use of proceeds of the Offering; the business and operations of CANHaul; and information regarding the business and operations of the Company upon completion of the RTO. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board or regulatory approvals for the RTO; those additional risks set out in the Company's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to United States newswire services or for dissemination in the United States.

SOURCE: Lateral Gold Corp.

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