Gold Mountain Mining Corp. — Interim / Quarterly Report 2021

Mar 2, 2021

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Vancouver, BC

Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019

(Expressed in Canadian Dollars)

(Unaudited)

BAYSHORE MINERALS INC.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The condensed consolidated interim financial statements of Bayshore Minerals Inc. are the responsibility of the Company’s management. The condensed consolidated interim financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and reflect management’s best estimates and judgment based on information currently available.

Management has developed and maintains a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable.

The Board of Directors is responsible for ensuring management fulfills its responsibilities for financial reporting and internal controls through an audit committee. The Audit Committee reviews the results of the condensed consolidated interim financial statements prior to their submission to the Board of Directors for approval.

“ Kevin Smith ” Director

Bayshore Minerals Inc.

Condensed Consolidated Interim Statements of Financial Position (Unaudited - Expressed in Canadian Dollars)

Notes	$ 293,258 $ 378,902 97,845 10,400 58,851 - 256,098 34,457 706,052 423,759 78,822 95,513 160,000 160,000 8,226,458 7,041,944 $ 9,171,332 $ 7,721,216 $ 885,131 $ 544,314 76,274 - 3,000,000 - 3,961,405 544,314 4,033,563 6,215,656 7,994,968 6,759,970 3,736,151 2,398,082 13,676 13,676 726,500 - (3,299,963) (1,450,512) 1,176,364 961,246 $ 9,171,332 $ 7,721,216 October 31, 2020 January 31, 2020
Assets Current assets Cash
Receivables 3 Tax credit receivable 5
Prepaid expenses and deposit 10
Non-current assets Field equipment 4 Reclamation deposits 6 Exploration and evaluation asset 5
Total Assets
Liabilities Current liabilities Accounts payable and accrued liabilities 7,11 Short-term loan 8 Currentportion ofpromissorynote 9
Non-current liabilities Promissorynote 9
Total Liabilities
Shareholders' Equity Share capital 10 Special warrants 10
Contributed surplus 10 Deficit
Total Shareholders' Equity
Total Liabilities and Shareholders' Equity

Nature and continuance of operations (Note 1) Subsequent events (Note 15)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Bayshore Minerals Inc. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian Dollars)

		For the three	For the three	For the nine	For the nine
		months ended	months ended	months ended	months ended
		October 31,	October 31,	October 31,	October 31,
	Notes	2020	2019	2020	2019
Operating Expenses
Director fees	11	$ -	$ 43,840	$ 12,217	$ 43,840
General and administration		10,704	6,215	18,470	8,304
Management and consulting fees		126,746	54,540	189,364	177,714
Professional fees		17,025	4,739	80,916	40,055
Travel		3,680	4,125	3,680	4,125
Share-basedpayments	10,11	-	-	726,500	-
Total expenses		(158,155)	(113,459)	(1,031,147)	(274,038)
Other Items
Interest income		133	1,769	876	1,813
Interest expense and finance costs	8,9	(286,485)	(287,995)	(819,180)	(480,884)
Loss and comprehensive loss		$(444,507)	$(399,685)	$(1,849,451)	$(753,109)
Basic and diluted lossper common share		$(0.02)	$(0.02)	$(0.06)	$(0.06)
Weighted average and diluted number of
common shares outstanding		29,217,690	24,661,174	32,543,806	12,675,121

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Bayshore Minerals Inc.

Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Unaudited - Expressed in Canadian Dollars)

		Common	Shares
				Share	Subscriptions			Contributed
	Note	Number		Capital	Received		Warrants	Surplus	Deficit	Total
Balance at January 31, 2019		1	$	1	$ -	$ -		$ -	$ (310,863)	$ (310,862)
Cancellation of incorporator shares		(1)		(1)	-		-	-	-	(1)
Shares issued		40,000		100	-		-	-	-	100
Shares issued, debt settlement		8,800,000		410,000	-		-	-	-	410,000
Shares issued, private placement		10,944,000	1,368,000		-		-	-	-	1,368,000
Shares issued, convertible debentures		6,920,000		500,000	-		-	-	-	500,000
Share subscriptions received		-		-	25,400		-	-	-	25,400
Special warrants		-		-	-		27,200	-	-	27,200
Special warrants issuance cost		-		-	-		(2,692)		-	(2,692)
Loss for theperiod		-		-	-		-	-	(753,109)	(753,109)
Balance at October 31, 2019		26,704,000	$ 2,278,100		$ 25,400	$	24,508	$ -	$ (1,063,972)	$ 1,264,036
Balance at January 31, 2020		27,297,599	$ 2,398,082		$ -	$	13,676	$ -	$ (1,450,512)	$ 961,246
Shares issued, private placement	10	4,517,946	1,129,486		-		-	-	-	1,129,486
Share issuance costs	10	-		(41,417)	-		-		-	(41,417)
Shares issued for consulting fees	10	1,000,000		250,000	-		-		-	250,000
Share-based payments	10	-		-	-		-	726,500	-	726,500
Loss for theperiod		-		-	-		-	-	(1,849,451)	(1,849,451)
Balance at October 31, 2020		32,815,545	$ 3,736,151		$ -	$	13,676	$ 726,500	$ (3,299,963)	$ 1,176,364

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Bayshore Minerals Inc. Condensed Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in Canadian Dollars)

	For the nine months ended October 31, For the nine months ended October 31,
	2020 2019
	Operating activities Net loss $ (1,849,451) $ (753,109) Adjustments for non-cash items: Share-based payment 726,500 - Interest expense and finance costs 819,180 435,233 Changes in non-cash working capital items: Receivables (87,445) (91,752) Tax credit receivable (58,851) - Prepaid expenses and deposit 28,359 (16,508) Accountspayable and accrued liabilities (374,394) 155,355
	Net cash flows used in operating activities (796,102) (270,781)
	Investing activities Acquisition of subsidiary - (1,000,000) Cash assumed from acquisition of subsidiary - 7,468 Exploration expenditures (494,028) (191,499)
	Net cash flows used in investing activities (494,028) (1,184,031)
	Financing activities Shares issued for cash (net of issuance costs) 1,129,486 1,365,307 Shares issued for convertible debentures - 500,000 Short term loan 75,000 - Subscriptions received - 25,400
	Net cash flowsprovided by financing activities 1,204,486 1,890,707
	Net change in cash (85,644) 435,895
	Cash,beginning 378,902 219
	Cash, ending $ 293,258 $ 436,114
	Non cash transactions: Common shares issued for consulting fees $ 250,000 $ - Common shares issued for debt settlement - 410,000 Supplemental information: Interest paid - - Income taxes paid - -

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

1. Nature and continuance of operations

Bayshore Minerals Inc. (the “Company” or “Bayshore”) was incorporated on February 8, 2018, under the laws of the Province of British Columbia, Canada. Bayshore is a private mineral exploration company and is focused on the exploration and development of gold properties.

The head office and principal address of the Company is 1285 West Pender Street, Suite 1000, Vancouver, British Columbia, Canada, V6E 4B1. The Company’s registered and records office address is 789 West Georgia Street, Suite 1080, Vancouver, British Columbia, Canada, V6C 1H2.

These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which presumes the realization of assets and settlement of liabilities in the normal course of operations in the foreseeable future. At October 31, 2020, the Company had not yet achieved profitable operations, had a net loss of $1,849,451 for the period ended October 31, 2020 and accumulated losses of $3,299,963 since inception, all of which indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon a number of factors including obtaining additional financing as required and having profitable operations. These condensed consolidated interim financial statements do not give effect to adjustments to the carrying value and classification of assets and liabilities and related expense that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption is not appropriate, material adjustments to the condensed consolidated interim financial statements could be required.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (“COVID-19”). The impact of COVID-19 is expected to be long term, and the effects on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

2. Significant accounting policies and basis of preparation

These condensed consolidated interim financial statements were authorized for issue by the directors of the Company on March 2, 2021.

Statement of compliance with International Financial Reporting Standards

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These condensed consolidated interim financial statements do not include all of the information required for full annual audited consolidated financial statements and should be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended January 31, 2020, and period ended January 31, 2019.

These condensed consolidated interim financial statements have been prepared using the historical cost basis except for some financial instruments classified in accordance with measurement standards under IFRS. The condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise specified.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

Consolidation

The condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiaries. Details of controlled subsidiaries are as follows:

		**Percentage **	owned*
	Country of	October 31,	January 31,
	incorporation	2020	2020
Gold Mountain Mining Corporation (“GMMC”)	Canada	100%	100%
Gold Mountain Resources Corp.(“GMRC”)	Canada	100%	100%

*Percentage of voting power is in proportion to ownership.

3. Receivables

4.

Receivables
	October 31,		January 31,
	2020		2020
GST receivable	$ 97,650	$ 9,370
Accrued interest receivable	95		930
Other receivable	100		100
Receivables	$97,845	$10,400
Field equipment
Cost
Balance January31,2020 and October 31,2020		$	111,278
Accumulated depreciation
Balance January 31, 2020		$	15,765
Depreciation			16,691
Balance October 31, 2020			32,456
Net book value
Balance January31,2020			95,513
Balance October 31,2020		$	78,822

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. Exploration and evaluation asset

The following is a description of the Company’s exploration and evaluation asset and the related expenditures incurred for the period ended October 31, 2020:

expenditures incurred for the period ended October 31, 2020:
		Elk Gold Property
Property acquisition costs
Balance, beginning	$	6,248,405
Additions		-
Propertyacquisition costs,ending		6,248,405
Exploration and evaluation costs
Balance, beginning		793,539
Costs incurred during the year:
Assaying		14,060
Maintenance		56,568
Environmental		1,045,766
Depreciation		16,691
Geophysics		110,280
		1,243,365
Recovery costs during the period:
Exploration tax credits		(58,851)
Exploration and evaluation costs,ending		1,978,053
Total	$	8,226,458

During the period ended October 31, 2020, the Company recorded $58,851 in BC Mineral Exploration Tax Credits (“BCMETC”) as reduction to the exploration and evaluation asset.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. Exploration and evaluation asset (continued)

The following is a description of the Company’s exploration and evaluation asset and the related expenditures incurred for the year ended January 31, 2020:

expenditures incurred for the year ended January 31, 2020:
		Elk Gold Property
Property acquisition costs
Balance, beginning	$	-
Additions		6,248,405
Property acquisition costs, ending		6,248,405
Exploration and evaluation costs
Balance, beginning		-
Costs incurred during the year:
Assaying		31,120
Maintenance		14,642
Environmental		633,758
Depreciation		15,764
Geophysics		147,315
Travel and accommodation		11,201
		853,800
Recovery costs during the year:
Exploration tax credits		(60,261)
Exploration and evaluation costs, ending		793,539
Total	$	7,041,944

Elk Gold Property

On May 16, 2019, the Company acquired the Elk Gold Property in British Columbia, Canada from Equinox for total consideration of $10,000,000 as follows:

• Cash of $1,000,000 paid at the closing date;

• A secured promissory note for $9,000,000 payable in annual installments of $3,000,000 commencing two years from closing. The fair value of the promissory note was $5,527,813, calculated by discounting the future cash payments at a market rate of interest (Note 9).

The Elk Gold Property is located near Merritt, British Columbia, Canada within the Similkameen Mining District and consists of 27 contiguous mineral claims and one mining lease covering 16,566 hectares. A 1% net smelter royalty production royalty is payable on production from the Agur Option block within the property and a 2% net smelter royalty production is payable on production from the Elk Gold Property.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

6. Reclamation deposits

The Company has posted bonds and investment certificates to provide for certain potential reclamation liabilities as agreed with the Province of British Columbia – Ministry of Energy, Mines and Petroleum Resources.

Resources.
		October	31, 2020	January 31, 2020
Balance, beginning	$		160,000	$	-
Increase			-		160,000
Balance,ending	$		160,000	$	160,000

7. Accounts payables and accrued liabilities

Accounts payables and accrued liabilities
	October 31,	January 31,
	2020	2020
Accounts payable	$ 753,669	$ 14,922
Amounts due to related parties (Note 11)	60,742	30,000
Accrued liabilities	70,720	499,392
Accountspayable and accrued liabilities	$885,131	$544,314

8. Loan Payable

On April 30, 2020, the Company received a loan in the amount of $50,000 from K2 Solutions Ltd. The loan is unsecured, bears interest at 5% per annum and due on October 30, 2020. During the period ended October 31, 2020, the Company recorded $1,274 (October 31, 2019 - $Nil) in interest on the loan. The balance of the loan at October 31, 2020 is $51,274.

On May 1, 2020, the Company received a loan in the amount of $25,000 from K2 Solutions Ltd. The loan is unsecured, non-interest bearing and has no specified terms of repayment. The balance of the loan at October 31, 2020 is $25,000.

9. Promissory note

On May 16, 2019, the Company entered into a secured promissory note agreement with Equinox in the amount of $9,000,000 with respect to the purchase of 100% of the common shares of GMMC and its subsidiary GMRC, which is the owner of the Elk Gold Project. The fair value of the promissory note was $5,527,813, calculated by discounting the future cash payments at a market rate of interest of 18%.

During the period ended October 31, 2020, interest of $817,907 was recorded in the condensed consolidated interim statements of loss and comprehensive loss (October 31, 2019 - $435,233).

At October 31, 2020, the promissory note is made up as follows:

	October 31,	January 31,
	2020	2020
Balance, beginning	$ 6,215,656	$ -
Fair value of the promissory note	-	5,527,813
Interest	817,907	687,843
Balance,ending	$7,033,563	$6,215,656

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

9. Promissory note (continued)

	October 31,	January 31,
	2020	2020
Current prtion	$ 3,000,000	$ -
Longtermportion	4,033,563	6,215,656
	$7,033,563	$6,215,656

The promissory note is non-interest bearing. In the event of default, the outstanding amount shall bear interest at a rate of 10% per annum, payable monthly from the date of default until the earlier of (i) the date of repayment; or (ii) the date of default is cured.

The principal balance together with the accrued and unpaid interest are payable as follows:

• $3,000,000 shall be payable on the second anniversary date of the promissory note (“First Installment Date”);

• $3,000,000 shall be payable on the third anniversary date of the promissory note (“Second Installment Date”);

• $3,000,000 shall be payable on the fourth anniversary date of the promissory note.

If the Company pays Equinox $8,000,000 at the First Installment Date, the payment shall represent full and final payment of the principal.

If $3,000,000 has been paid on the First Installment Date and the Company pays $5,500,000 on the Second Installment Date, said payment shall represent full and final payment of the principal.

10. Share capital

Authorized share capital

An unlimited number of common shares without par value.

Issued share capital

At October 31, 2020, there were 32,815,545 issued and fully paid common shares (January 31, 2020 – 27,297,599).

On August 24, 2020, the Company consolidated all the issued and outstanding common shares on a 2.5:1 basis. The consolidation has reduced the common shares issued and outstanding from 79,538,865 preconsolidated to 31,815,545 post-consolidated common shares. All shares and stock options and per share figures and references in the condensed consolidated interim financial statement have been retroactively adjusted to reflect the share consolidation.

On August 26, 2020, the Company issued 1,000,000 common shares with a fair value of $250,000 for one year of corporate advisory consulting services.

On July 29, 2020, the Company closed the third tranche of a non-brokered private placement for gross and net proceeds of $969,486 and issued 3,877,946 common shares.

On June 24, 2020, the Company closed the second tranche of a non-brokered private placement for gross and net proceeds of $35,000 and issued 140,000 common shares.

On June 9, 2020, the Company closed the first tranche of a non-brokered private placement for gross and net proceeds of $125,000 and issued 500,000 common shares.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

10. Share capital (continued)

Issued share capital (continued)

During the period ended October 31,2020, share issuance costs of $41,417 were incurred in connection with the private placements.

Special warrants

Special warrants outstanding at October 31, 2020 are as follows:

pecial warrants outstanding at October	31, 2020 are as follows:
Number of	Exercise	Expiry
special warrants	price	date
272,000	$0.10	September 25,2021

Stock options

The changes in stock options during the period ended October 31, 2020 are as follows:

Balance, January 31, 2020 Stock options issued	Number of Options Weighted Average Exercise Price
	- $ - 3,098,854 0.25
Balance,October 31,2020	3,098,854 $ 0.25

Stock options outstanding at October 31, 2020 are as follows:

Number of Options	Number of Options	Exercise	Expiry
Outstanding	Exercisable	Price ($)	Date
2,680,000	2,680,000	0.25	February 1, 2025
418,854	418,854	0.25	July30,2025
3,098,854	3,098,854	0.25

During the period ended October 31, 2020, the Company granted 3,098,854 (October 31, 2019 – Nil) stock options with a weighted average fair value of $0.25 (2019 - $Nil) per option. The Company recorded sharebased payments of $726,500 (October 31, 2019 - $Nil) related to the options granted during the period.

The fair value of options granted was determined using the Black-Scholes model with the following weighted average assumptions:

Risk-free interest rate	1.25%
Expected life	5 years
Estimated volatility	165.54%
Dividend rate	0.00%

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

11. Related party transactions

Balances

The following amounts due to related parties are included in trade payables and accrued liabilities (Note 7). These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

		October	31, 2020	January 31, 2020	January 31, 2020
Directors and officers of the Company	$		60,742	$	30,000

Transactions

During the period ended October 31, 2020 and 2019, the following amounts were incurred for directors and officers of the Company:

officers of the Company:
	October 31, 2020	October 31, 2019
Directors fees	$ 12,217	$	43,840
Management and consulting fees paid to a company
controlled by the CEO	-		25,875
Management and consulting fees paid to a company
controlled by a director	-		30,875
Share-basedpayments	225,064		-
	$237,281	$	100,590

12. Capital Management

The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties.

The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. As such, the Company will rely on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities.

In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

14. Financial Instruments

The Company’s financial instruments consists of cash, receivables, reclamation deposits, accounts payable and accrued liabilities, short-term loans and promissory note. The carrying values of cash, receivables, accrued interest receivable, reclamation deposits, accounts payable and accrued liabilities and short-term loans approximate their fair value because of their relatively short-term nature on the instruments. The promissory note is measured at amortized cost using the effective interest rate method and the carrying value approximates the fair value. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

• Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

• Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

• Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

All financial instruments other than cash are classified as Level 2.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and cash equivalents held in bank accounts. The majority of cash is deposited in bank accounts at a major bank in Canada. As most of the Company’s cash and cash equivalents are held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from its ability to raise equity capital or borrowing sufficient funds and its holdings of cash and cash equivalents.

Historically, the Company’s principal source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to necessary levels of equity funding.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risks.

Foreign exchange risk

The Company’s functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risk is minimal.

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Bayshore Minerals Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended October 31, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

15. Subsequent Events

On December 23, 2020, the Company and Freeform Capital Partners Inc. (“Freeform”) closed their proposed business combination (the “Qualifying Transaction”). The Qualifying Transaction was completed by way of three-cornered amalgamation between the Company, Freefrom and its wholly owned subsidiary (“Acquireco”) whereby the Company and Acquireco amalgamated to form a new entity (“AmalCo”), and Amalco became a wholly owned subsidiary of Freeform. As part of the Qualifying Transaction, the Freeform has changed its name to Gold Mountain. Gold Mountain will trade on the TSXV under the symbol GMTN.v. Gold Mountain listed on the TSXV as a Tier 2 Mining Issuer on December 31, 2020.

On November 24, 2020, the Company completed an offering of 5,185,433 subscription receipts (“Subscription Receipts”) at a price of $0.90 per Subscription Receipt (the “Private Placement”), where each subscription receipt was convertible into one common share and one-half of one common share purchase warrant of the Company, raising gross proceeds of $4,666,889.70. With the closing of the Qualifying Transaction, the escrow release conditions of the Subscription Receipts have been fulfilled and, following deduction of the Private Placement agent’s fees and expenses, net proceeds of approximately $4,200,000 have been released. Consequently, 5,185,433 shares and 2,592,716 warrants have been issued to subscribers of the Private Placement. Each Subscription Receipt warrant is exercisable for one common share of the Company at an exercise price of $1.20 until December 23, 2023. Further, 296,624 warrants have been issued to the broker of the Private Placement at an exercise price of $0.90 until December 23, 2023.

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