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Gold Mountain Mining Corp. M&A Activity 2020

Sep 18, 2020

47810_rns_2020-09-17_f5d6e763-a3b2-415b-8c06-717abd4e02e0.pdf

M&A Activity

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BAYSHORE MINERALS INCORPORATED SHAREHOLDERS APPROVE AMALGAMATION WITH FREEFORM CAPITAL PARTNERS INC.

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

Vancouver, British Columbia – September 17, 2020 – Freeform Capital Partners Inc. (" Freeform ") (TSXV: FRM.P) and Bayshore Minerals Incorporate (“ Bayshore ”) are pleased to announce that Bayshore shareholders have approved the business combination between Bayshore and Freeform whereby Freeform will acquire all of Bayshore’s issued and outstanding shares (the “ Qualifying Transaction ”). Following completion of the Qualifying Transaction, the resulting issuer will change its name to Gold Mountain Mining Corp. (“ Gold Mountain ”) and trade under the symbol GMTN on the TSXV.

“Bayshore shareholder approval represents a significant step towards closing the Qualifying Transaction. Having 92% of our issued and outstanding shares vote unanimously to approve the amalgamation with Freeform, shows how positively the deal is viewed by all stakeholders involved.” said Ronald Woo, current Chief Executive Officer of Bayshore and proposed President of Gold Mountain.

“Bayshore shareholder approval is one of the major milestones towards closing this deal. Freeform and Bayshore management are moving efficiently to finalize the Gold Mountain transaction and commence trading. It’s great to see such a positive response from Bayshore shareholders and we look forward to continuing to provide value to our supporters in this strong gold environment.” said Kevin Smith, current Chief Executive Officer of Freeform and proposed Chief Executive officer of Gold Mountain.

Bayshore Shareholder Approval

On September 15, 2020 Bayshore held a special general meeting where Bayshore shareholders holding approximately 92.3% of Bayshore’s issued and outstanding shares voted unanimously to approve the Qualifying Transaction. Details of the Qualifying Transaction are set out in a news release Freeform filed on September 1, 2020.

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 business 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 and Freeform entered into a business combination agreement pursuant to which Bayshore will complete a reverse take-over transaction with Freeform by way of three-cornered amalgamation. It is anticipated that Bayshore shareholders will receive one Freeform share for every Bayshore share held. Immediately following the closing of the Qualifying Transaction, Freeform will be renamed Gold Mountain Mining Corp. and is expected to become a Tier 1 mining issuer listed on the TSX Venture Exchange.

Cautionary Note Regarding Forward-Looking Statements

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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 completing 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 Qualifying 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 Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying 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: [email protected]

Bayshore Minerals Incorporated Ron Woo Director and Chief Executive Officer Email: [email protected]

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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