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Gold Mountain Mining Corp. — Capital/Financing Update 2020
Dec 16, 2020
47810_rns_2020-12-16_b4d65240-1bce-4cd5-aabe-2e1c3e8811b0.pdf
Capital/Financing Update
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FREEFORM CAPITAL PARTNERS AND BAYSHORE MINERALS ANNOUNCE CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION
Not for distribution to United States news wire services or for dissemination in the United States.
Vancouver, British Columbia – December 15, 2020 – Freeform Capital Partners Inc. (" Freeform ") (TSXV: FRM.P) and Bayshore Minerals Incorporated (“ Bayshore ”) are pleased to announce that Freeform has received conditional approval from the TSX Venture Exchange (the “ TSXV ”) with respect to its previously announced business combination of Bayshore and Freeform. It is intended that the business combination be Freeform’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Qualifying Transaction” ).
The Qualifying Transaction will be completed by way of three-cornered amalgamation between Freeform, Bayshore and a wholly owned subsidiary of Freeform (“ Acquireco ”) whereby Bayshore and Acquireco will amalgamate to form a new entity (“ AmalCo ”), and Amalco will be a wholly owned subsidiary of Freeform. The combined company that will result from the completion of the Qualifying Transaction will be renamed “Gold Mountain Mining Corp” (“ Gold Mountain ”) and trade on the TSXV under the symbol GMTN.v. It is expected that Gold Mountain will be listed on the TSXV as a Tier 2 Mining Issuer.
To support the Qualifying Transaction, the Company filed a filing statement on its SEDAR profile dated effective December 14, 2020 (the “ Filing Statement ”) prepared in accordance with the policies of the TSXV. The Filing Statement provides detailed disclosure with respect to Freeform, Bayshore, the resulting issuer (Gold Mountain) and the Qualifying Transaction. Freeform anticipates completing the Qualifying Transaction by the end of December.
About Bayshore
Bayshore is a private BC-based gold and silver exploration and development company focusing on the expansion of the resource at the Elk Gold Project, a past producing mine located 57 km from Merritt in South Central British Columbia.
About Freeform
Freeform is a capital pool company governed by the policies of the TSX Venture Exchange. Freeform’s sole business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction with a company operating in the precious metals sector.
About Gold Mountain
On August 31, 2020, Bayshore, Freeform, and a wholly-owned subsidiary of Freeform entered into a business combination agreement pursuant to which Bayshore will complete a reverse take-over transaction with Freeform in connection with the Qualifying Transaction. Freeform will also be renamed Gold Mountain Mining Corp. and is expected to become a Tier 2 mining issuer listed on the TSX Venture Exchange following completion of the Qualifying Transaction.
For further information, please contact:
Freeform Capital Partners Inc. Kevin Smith Director and Chief Executive Officer Phone: 604-309-6340 Email: [email protected]
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Bayshore Minerals Incorporated Ron Woo Director and Chief Executive Officer Email: [email protected]
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction and anticipated completion of the Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the 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, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of gold; and the results of current exploration. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Freeform and Bayshore disclaim 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 by law.
Completion of the transactions is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and, if applicable, majority of the minority shareholder approval. Where applicable, 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.
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 news release.
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