Gold Mountain Mining Corp. — M&A Activity 2020

Sep 2, 2020

FREEFORM CAPITAL PARTNERS INC. ENTERS INTO DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH BAYSHORE MINERALS INCORPORATED

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

Vancouver, British Columbia – September 1st, 2020 – Freeform Capital Partners Inc. ("Freeform") (TSXV: FRM.P) is pleased to announce that it has entered into a definitive business combination agreement dated August 31, 2020 (the "Business Combination Agreement") with Bayshore Minerals Incorporated ("Bayshore") to acquire all of Bayshore's issued and outstanding shares. The transaction (the "Qualifying Transaction") is intended to constitute Freeform's "Qualifying Transaction" (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange")).

"Since Freeform's signing of the Letter of Intent with Bayshore earlier this month, the Bayshore team continues to demonstrate themselves as capable operators. They have advanced the Elk Gold Project on a number of fronts, including designing a drill program and entering into advanced discussions with parties to toll mill mineralized material from the Elk Gold Project. We remain excited at the opportunity the merger with Bayshore presents for Freeform shareholders" said Kevin Smith, Chief Executive Officer of Freeform.

"Bayshore is excited about achieving another milestone towards the development of the Elk Gold Project. This merger contemplates a concurrent financing which will provide the combined entity with a healthy budget to finance the first phase of our recommended work program with the objective of increasing the Elk Gold Project's inferred resources. HEG and Associates Exploration Services Inc. has been reviewing existing core and the alteration model to refine the exploration objectives and drill targets" said Ronald Woo, Chief Executive Officer of Bayshore.

Information on Bayshore

History

Bayshore acquired its interest in the Elk Gold Project when it acquired Gold Mountain Mining Corporation ("GMMC") from Equinox Gold Corp. ("Equinox") in May 2019. Since then, Bayshore has continued to advance the Elk Gold Project by: conducting a geophysical work program in the summer of 2019; increasing the previous resource estimate in the summer of 2019; preparing and submitting an amendment in May 2020 to its mine permit to allow the extraction of 70,000 tonnes per year of mineralized material; and developing an optimized mine plan to support a preliminary economic assessment (the "PEA").

The Elk Gold Project

The PEA on the Elk Gold Project contemplates an updated resource estimate and an initial 19,000 ounce per year project that ramps up to 50,000 ounces of annual production by Year 4. The pre- and post-tax net present value (at 5% discount rate) are \$318 million and \$191 million, respectively. The PEA, prepared for Freeform, will be filed under Freeform's SEDAR profile by September 25, 2020, being 45 days from Freeform's news release dated August 13, 2020 (the "LOI News Release") which contained first time disclosure of the Elk Gold Project resource estimate and project economics.

Resource Estimate

Classification	Tonnes	AuEq (g/t)	Au Capped g/t	Ag Capped g/t	AuEq (Oz)
Measured	385,000	6.25	6.18	6.20	76,000
Indicated	2,314,000	5.17	5.06	9.73	378,000
Measured + Indicated	2,699,000	5.33	5.22	9.23	454,000
Inferred	454,000	6.57	6.40	14.17	95,000

The following table summarizes the resource estimate at the Elk Gold Project used to support the PEA:

CIM definitions were followed for classification of Mineral Resources.

Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.

The Resource Estimate is effective as of July 3, 2020.

The Resource Estimate includes both gold and silver assay. The formula used to combine the metals is: AuEq = ((Au_Cap*41.8*0.96) + (Ag_Cap*0.55*0.86))/(41.8*0.96)

For details relating to data verification, key assumptions and parameters and methods used for the Resource Estimate, please see the LOI Press Release.

Preliminary Economic Assessment

The tables below summarize the basis for the PEA and the qualifications and assumptions made by the Qualified Person who prepared the economic analysis:

Base Case: \$1,600/oz long-term gold price and an exchange rate of 1.35 (CAD\$/US\$)
Gold Price	Long-term US\$1,600 / troy ounce
Exchange Rate	1.35
NPV @ 5% Pre-tax	\$318 million
Net present value (NPV 5%) After-tax	\$191 million
Year 1 owner's costs	\$4.5 million
Year 1 capital costs	\$6.9 million
Expansion owner's costs (Year 2-3)	\$9.0 million
Expansion capital cost (Year 2-3)	\$26.1 million
After tax payback period	6 months
All in sustaining costs (AISC) per ounce gold	US\$735 / troy ounce
PEA life of mine (LOM)	10 years
LOM metal production gold equivalent ounces	405,515 oz
Base Case: \$1,600/oz long-term gold price and an exchange rate of 1.35 (CAD\$/US\$)
LOM metal recovered gold equivalent ounces	373,074 oz
LOM average gold head grade	5.26 g/t
LOM average silver head grade	8.78 g/t
Average strip ratio	34.9:1

Readers are cautioned that the PEA is preliminary in nature and includes inferred mineral resources which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

For further details on the assumptions and parameters behind the table above, please see the LOI Press Release, a copy of which is filed on Freeform's SEDAR profile.

Elk Gold Project Recommended Work Program

The PEA includes a two phased work program to advance the Elk Gold Project. Phase 1 consists of a \$0.5M diamond drill program of 2,500 metres with the objective of expanding the inferred resources. Phase 2 consists of a \$2.1M work program that is made up of i) \$0.6M of technical studies; and ii) \$1.5M diamond drill program of 7,225 metres to with the goal to further expand the resource.

Financings

From the date of incorporation on February 8 2018 until July 2020, Bayshore has conducted a number of financings and raised over \$3,000,000 to fund exploration activities, develop a mine plan, complete environmental and baseline work and make the permit application necessary for extracting 70,000 tonnes per year of mineralized material (as contemplated in years 1-3 of the PEA). Details of all prior financings completed within the past 12 months will be disclosed in the Filing Statement to be filed by Freeform in connection with the Qualifying Transaction.

GMMC Acquisition

On May 16, 2019, Bayshore entered into a Share Purchase Agreement with Equinox whereby it agreed to purchase all of the common shares in GMMC from Equinox at a purchase price of \$10,000,000 with \$1,000,000 paid on closing and the issuance of the \$9,000,000 Equinox Secured Promissory Note. The Promissory Note is repayable in three annual instalments of \$3,000,000 commencing on May 16, 2021. The total amount due under the Equinox Secured Promissory Note may be adjusted such that, if Bayshore pays a total of \$8,000,000 prior to May 16, 2021, that will represent full and final payment, or, if Bayshore pays a total of \$9,500,000 prior to May 16, 2022, that will represent full and final payment. The Equinox Secured Promissory Note is secured by a pledge over all of the GMMC shares pursuant to the terms of a Security Pledge Agreement.

This GMMC acquisition was at arm's length to Bayshore and did not involve an insider, associate, or affiliate or any other related party of Bayshore.

Capital Structure

Bayshore is a British Columbia company incorporated on February 8, 2018 and is a widely held private company. The table below sets out Bayshore's current capital structure. Further to the Business Combination Agreement, each common share of Bayshore ("Bayshore Share") will be exchanged for one common share of Freeform ("Freeform Share"). On August 24, 2020 Bayshore implemented a share consolidation which consolidated the Bayshore Shares on a 2.5 to 1 basis, the table below reflects the Bayshore capital structure post consolidation.

Designation of Bayshore Securities	Current Number of Outstanding Bayshore Securities	Proposed Number of Securities in Resulting Issuer (Freeform) post-Qualifying Transaction0
Common Shares	32,815,546	33,087,5462
Stock Options3	3,098,854	3,098,854
Special Warrants4	272,000	Nil
Total issued and outstanding Common Shares	32,815,546	33,087,546
Total fully diluted Common Shares before offering of Subscription Receipts5	36,186,400	36,186,400

• 1. The Business Combination Agreement contemplates an amalgamation whereby Bayshore Shareholders will receive one Freeform Share for every Bayshore Share.
• 2. This number includes 272,000 Freeform Shares to be issued in exchange for Bayshore Shares issued upon conversion of special warrants of Bayshore (the "Bayshore Special Warrants"). See Note 4 below.
• 3. 2,680,000 options were granted on February 1, 2020 and expire February 1, 2025. 418,854 options were granted on July 30, 2020 and expire on July 30, 2025. All options have fully vested and have an exercise price of \$0.25 per share.
• 4. The Bayshore Special Warrants were issued as part of a crowdfunding campaign that closed on September 25, 2019 and were issued pursuant to Multilateral Instrument 45-535 Start-up Registration and Prospectus Exemptions. The Bayshore Special Warrants will convert into Bayshore Shares immediately prior to the completion of the Qualifying Transaction.
• 5. See "Bayshore Private Placement" below for a summary of a private placement of Bayshore Subscription Receipts that is a condition to the completion of the Qualifying Transaction.

Bayshore currently has 87 shareholders and 102 holders of Bayshore Special Warrants, none of whom hold or will hold more than 10% of the issued and outstanding Bayshore Shares prior to the completion of the Qualifying Transaction. Bayshore insiders and their affiliates and associates hold approximately 8,017,294 Bayshore Shares representing approximately 25% of the total issued and outstanding Bayshore Shares (and an expected lesser percentage immediately prior to the completion of the Qualifying Transaction with partial dilution from the Bayshore Shares underlying the Bayshore Special Warrants and the Bayshore Subscription Receipts).

Summary of Financial Information

A summary of certain financial information for Bayshore, disclosed in accordance with Exchange policies, is included in the tables below:

	Six months ended July 31, 2020 (Reviewed) (\$)	Year ended January 31, 2020 (Audited) (\$)	February 8, 2018 (inception) to January 31, 2019 (Audited) (\$)
Operations
Director fees	(12,217)	(66,340)	Nil
Management and consulting	(62,618)	(219,497)	(310,831)
Professional fees	(63,891)	(62,163)	Nil
General and administrative	(7,766)	11,829	(32)
Share-based payments	(726,500)	Nil	Nil
Interest expense and finance costs	(532,695)	(713,895)	Nil
Loss and comprehensive loss	(1,404,944)	(1,139,649)	(310,863)
Balance Sheet
Total assets	8,864,449	7,721,216	220
Exploration and evaluation	7,653,461	7,041,944	Nil
Total liabilities	7,452,161	6,759,970	311,082
Promissory note	6,747,712	6,215,656	Nil
Total equity (deficiency)	1,412,288	961,246	(310,862)

Further financial information will be included in the Filing Statement to be prepared by Freeform in connection with the Qualifying Transaction.

Terms of the Proposed Qualifying Transaction

Overview of the Transaction

The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the "Amalgamation") pursuant to which (i) Bayshore will amalgamate with a wholly-owned British Columbia subsidiary of Freeform incorporated for the purposes of the Amalgamation, (ii) one Freeform Share will be issued in exchange for each outstanding Bayshore Share immediately prior to the Amalgamation (after giving effect to a 1:2.5 consolidation of the common shares of Bayshore effected after the LOI News Release); and (iii) holders of options to purchase Bayshore Shares will receive from Freeform, options, as applicable, to purchase the same number of Freeform Shares at the same exercise price per share as previously provided for in the former Bayshore options; and (iv) the amalgamated corporation will become a wholly-owned subsidiary of Freeform and parent company of GMMC. After giving effect to the Amalgamation, the shareholders of Bayshore (including holders of Bayshore Special Warrants and Bayshore Subscription Receipts) will collectively exercise control over Freeform. Current Freeform shareholders will hold 10,700,000 shares in the Resulting Issuer while Bayshore shareholders will hold 33,087,546 shares in the Resulting Issuer. The number of Resulting Issuer shares held by investors in the Bayshore Private Placement will be dependent on the structure of the Bayshore Private Placement. See "Bayshore Private Placement" below.

Prior to completion of the Amalgamation, it is intended that Freeform will change its name to "Gold Mountain Mining Corp." or such other name as agreed to by Freeform and Bayshore and accepted by the applicable regulatory authorities (the " Name Change").

Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals, including approval from the Bayshore Shareholders.

As the proposed Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction" (within the meaning of Policy 2.4 of the Exchange), the Amalgamation does not require approval of the shareholders of Freeform.

Freeform will be seeking to be a "Tier 1 Mining Issuer" listed on the Exchange upon completion of the Qualifying Transaction.

Release Schedule for Certain Freeform Shares

Under the terms of the Business Combination Agreement, Freeform will issue and deposit an aggregate of 32,815,546 Freeform Shares (the "Payment Shares") with Endeavor Trust Corporation (the "Depositary") in connection with the exchange of Bayshore Shares (other than Bayshore Shares to be issued upon conversion of Bayshore Special Warrants or Bayshore Subscription Receipts) for distribution in connection with the Amalgamation in accordance with a depositary agreement between the Depositary, Bayshore and Freeform. These Payment Shares will be released to the Bayshore Shareholders entitled thereto as to 25% commencing six months following the completion of the Qualifying Transaction and as to a further 25% every six months thereafter so that these Payment Shares will be fully releasable 24 months after the completion of the Qualifying Transaction. These resale restrictions will be in addition to any escrow or resale restrictions the Exchange may impose.

Bayshore Private Placement

It is a condition precedent to the Qualifying Transaction that Bayshore complete a private placement (the "Bayshore Private Placement") to raise a minimum of \$4,000,000 through the issuance of subscription receipts (the "Bayshore Subscription Receipts"). Once an agent for the Bayshore Private Placement is confirmed and the parties have more clarity on the terms of the Bayshore Private Placement, Freeform will issue a comprehensive news release.

Bayshore anticipates granting an over-allotment option of up to 15% of the total Bayshore Subscription Receipts sold under the Bayshore Private Placement. Bayshore also anticipates paying agents' fees in both cash and agents' warrants to selling agents in connection with the Bayshore Private Placement.

The Bayshore Subscription Receipts are anticipated to be structured in such a way that the subscription proceeds would be held in escrow pending the satisfaction of certain escrow release conditions, such that they will convert into Bayshore Shares immediately prior to the implementation of the Amalgamation and then be exchanged for Freeform Shares on a one-for-one basis. If the escrow release conditions are not satisfied prior to a certain agreed upon outside date, the Bayshore Subscription Receipts will be cancelled, and the subscription funds will be returned to the purchasers of the Subscription Receipts.

It is intended that the net proceeds from the Bayshore Private Placement will be used for the exploration and development of the Elk Gold Project and general working capital of the "Resulting Issuer" group following completion of the Qualifying Transaction and a property payment due to Equinox Gold Corp. for Bayshore's purchase of the Elk Gold Project as more particularly described under the heading "GMMC Acquisition" above.

Any securities offered will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Conditions to Completion of the Qualifying Transaction

Completion of the proposed Qualifying Transaction is subject to a number of conditions precedent, including, but not limited to, (i) acceptance by the Exchange and receipt of other applicable regulatory approvals; (ii) completion of the Bayshore Private Placement; (iv) satisfactory completion of due diligence by both parties; and (iii) receipt of the requisite approval of Bayshore Shareholders of the Amalgamation. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Bayshore intends to apply to the Exchange for an exemption from the sponsorship requirements for the Qualifying Transaction based upon the Bayshore Private Placement and/or other exemptions available in Exchange policies.

Resulting Issuer

Proposed Directors and Senior Management Team

Upon the closing of the Qualifying Transaction, it is anticipated that the following individuals will form the Board of Directors and management of Freeform as the "Resulting Issuer".

Continuing with Freeform as the Resulting Issuer will be the following directors and officer of Freeform:

Kevin Smith, Director and Chief Executive Officer

Kevin Smith is an entrepreneur with experience across a host of industries including resources, finance, technology, and real estate development. Mr. Smith is also the President of Bypass Equipment Ltd. Mr. Smith has extensive experience in organizing the finance, design, buildout and sale of large residential, commercial and industrial real estate developments. Mr. Smith is also currently the CEO/Director of Polarity Minerals, Mucho Cobre Resources and Quri Mayu Developments, which are all B.C. mining issuers.

David Tafel, Director

David Tafel is currently an independent Director of Freeform. He holds a B.A. in Economics from the University of Western Ontario and has over 30 years of corporate structuring, strategic planning, financing and management experience. Mr. Tafel has served as a director and officer of a number of public companies involved in the mining industry, including currently serving as President, CEO and a director of Centurion Minerals Ltd., Chairman and a director of Falcon Gold Corp., and CEO and a director of Portofino Resources Inc.

Howard Jones, Director

Howard Jones is currently an independent Director of Freeform. He has extensive experience in financial structuring and purchase and sale of businesses. Following 15 years in banking, Mr. Jones joined in 1979 Calgary-based Pembina Pipeline Ltd., a company listed on the Toronto Stock Exchange ("TSX"), as Vice President of Corporate Development. In 1982, Mr. Jones formed Howard Jones & Associates which transitioned into HJFC Corporate Development Inc. ("HJFC") which entered into a consulting agreement with Discovery Enterprises Inc., a government-funded British Columbia venture capital fund. HJFC has since sourced and structured many transactions for private clients.

The following persons will be proposed directors and officers of Freeform as the Resulting Issuer:

Gerald Carlson, Proposed Director

Mr. Carlson has over 40 years of international experience managing mineral exploration and mining development companies with a focus on precious and base metal deposits. His career has included independent consulting assignments and management of exploration programs for both junior and major mining companies. He is a past President of the Association for Mineral Exploration British Columbia (AMEBC). He is a recipient of the Society of Economic Geologist's Ralph Marsden Award for distinguished service and CIM's J.C. Sproule Award for the advancement of geology and mineral exploration in Yukon.

Keith Minty, Proposed Director

Keith Minty has more than 30 years professional experience in mineral resource exploration and development in precious and base metals in Canada and internationally. Mr. Minty has been directly involved in realizing the value of mineral resource projects by resource development, constructing, operating, and managing gold and platinum group metal projects. Mr. Minty was the Co-Founder of Stope Capital Advisors, Inc. in 2012, a private Canadian company engaged in merchant banking transactions in the mining, energy, and agriculture sectors.

Blake Steele, Proposed Director

Blake Steele is a metals and mining industry executive with extensive experience across public companies and capital markets. Mr. Steele is currently President and CEO of Azarga Uranium Corp., a TSX-listed uranium development and exploration company and a director of Azarga Metals Corp. an Exchange-listed copper-silver development and exploration company. Mr. Steele began his career with Deloitte & Touche where he worked in both the audit and financial advisory practices. Mr. Steele is a Chartered Professional Accountant and Chartered Business Valuator in Canada.

Ronald Woo, Proposed President

Mr. Woo is a mining engineer with 19 years of experience in mine commissioning, operations, feasibility study analysis and project engineering. Currently, Mr. Woo serves as COO for Rover Metals Corp., an Exchange-listed gold exploration and development company. Previously, Mr. Woo served as the Project Manager and Technical Services Manager for Ledcor contracts on the commissioning of the Willow Creek Mine. He has also been a senior mining engineer for the Wolverine Mine. Mr. Woo graduated from McGill University with a double Bachelor of Engineering (Mining), Bachelor of Science, (Computer Science) and holds an MBA from the Sauder School of Business at the University of British Columbia. He is registered professional engineer with the APEGBC ("Engineers and Geoscientists of BC").

Grant Carlson, Proposed Chief Operating Officer

Mr. Carlson is a professional engineer with 14 years of experience. Mr. Carlson is a consultant specializing in mining with SRK Canada's Mining Division. He obtained a Bachelor of Applied Science degree in Mining Engineering at the University of British Columbia. Prior to joining SRK, Mr. Carlson worked at a number of mining operations across Canada. His primary experience is with drill and blast planning and with life of mine planning and mining cost estimation that meets National Instrument 43-101 reporting requirements.

Alex Bayer, Proposed General Counsel and Corporate Secretary

Mr. Bayer is a corporate and securities lawyer with over fifteen years providing legal services to public and private companies. He has extensive experience acting as an officer and adviser to a number of resource issuers at all stages of development from greenfield exploration to commercial production. Past clients and transactions include acting for issuers on a variety of corporate finance matters, including acting as lead counsel to Paladin Energy Ltd. on the \$260 million restructuring of its operations. Mr. Bayer has also advised extensively on National Instrument 43-101 compliance and general corporate governance matters.

Braydon Hobbs, Proposed Chief Financial Officer

Braydon Hobbs is a Certified Professional Accountant (CPA, CA) with 8 years of professional accounting experience. He has extensive experience in audit and assurance, and financial reporting in IFRS and US, UK, & Canadian GAAP, with further experience in corporate finance and transaction advisory M&A. Mr. Hobbs has worked with both single and dual listed entities, in Canada and internationally, in the real estate, technology, manufacturing, and resource sectors, with specific experience working with both single and dual-listed mining companies through all stages of exploration, development and production in the United States and Canada. He currently acts as an officer and director of several reporting issuer entities.

Insider Shareholders

It is not anticipated that any person or entity will beneficially own or exercise control or direction over 10% or more of the issued and outstanding Freeform Shares upon completion of the Qualifying Transaction.

Interest of Non-Arm's Length parties to Freeform

Non-Arm's Length Bayshore Interests
Shareholder	Bayshore Shares	Bayshore Special Warrants	Bayshore options	Total
1 Bypass Equipment Ltd.	226,480	Nil	Nil	226,480
2 929476 B.C. Ltd.	249,120	Nil	Nil	249,120
3 LFG Management Corp.	600,000	Nil	Nil	600,000
Bryce Clark4	200,000	1,000	Nil	201,000
Kevin Smith	Nil	1,000	Nil	1,000

Except as disclosed in the table below, no Non-Arm's length party to Freeform holds any interest in Bayshore:

1. Kevin Smith is a director of both Freeform and Bypass Equipment Ltd.

2. Kevin Smith is a director of both Freeform and 929476 BC Ltd.

3. Kevin Smith is a director of both Freeform and LFG Management Ltd.

4. Bryce Clark is a director of Freeform.

Qualified Person

The foregoing technical information was approved by Grant Carlson, P.Eng., a Qualified Person, as defined under National Instrument 43-101 and the Chief Operating Officer for Bayshore.

About Freeform

Freeform is a capital pool company governed by the policies of the Exchange. Freeform's sole business is the identification and evaluation of assets or business with a view to completing a Qualifying Transaction with a company operating in the precious metals sector.

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.

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; the terms and conditions of the proposed Bayshore Private Placement; use of proceeds from the Bayshore Private Placement; and the business and operations of Freeform after the proposed 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 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 by law.

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

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if, applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or 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 transaction and has neither approved nor disapproved the contents of this news release.

For further information, please contact:

Freeform Capital Partners Inc. Kevin Smith Director and Chief Executive Officer Phone: 604-309-6340 Email: kevin@lfgmanagement.ca

Bayshore Minerals Incorporated Ron Woo Director and Chief Executive Officer Email: ron@bayshoreminerals.com

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.