/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Oct. 6, 2020 /CNW/ - Freeform Capital
Partners Inc. ("Freeform") (TSXV: FRM.P) and Bayshore
Minerals Incorporated ("Bayshore") are pleased to
announce the execution of an engagement letter (the "Engagement
Letter") with Canaccord Genuity Corp. ("Canaccord
Genuity") pursuant to which Canaccord Genuity and Gravitas
Securities Inc. (collectively the "Agents") have agreed to
act as co-lead agents, on a best efforts basis, in connection with
a private placement of subscription receipts (the "Subscription
Receipts") for aggregate gross proceeds targeted to be
$10,000,000 (the "Private
Placement"). The issue price of the Subscription Receipts will
be determined in the context of the market.
Closing of the Private Placement is a condition to the
amalgamation, between Bayshore and Freeform which is intended to be
Freeform's "Qualifying Transaction" under Policy 2.4 – Capital
Pool Companies of the TSX Venture Exchange (the "Qualifying
Transaction"). Immediately following the amalgamation, Freeform
will be renamed Gold Mountain Mining Corp. ("Gold
Mountain").
The Agents have also been granted an overallotment option to
sell up to such number of additional Subscription Receipts as is
equal to 15% of the number of Subscription Receipts issued in
connection with the Private Placement. Each Subscription Receipt
will, upon satisfaction of certain escrow release conditions,
entitle the holder to receive one common share of Gold
Mountain.
The proceeds of the Private Placement (less certain deductions)
will be held in escrow pending satisfaction of certain release
conditions to be completed immediately prior to the closing of the
Qualifying Transaction.
It is intended that the net proceeds from the Private Placement
will be used for: the exploration and development of the Elk Gold
Project; a property payment due to Equinox Gold Corp. for the
purchase of the Elk Gold Project; and general working capital
purposes.
Upon entering into a definitive Agency Agreement, Freeform will
issue a comprehensive news release which will set out all material
terms of the Bayshore Subscription Receipts, the escrow release
conditions and the fees payable to the Agents.
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
transaction, Freeform will be renamed Gold Mountain Mining Corp.
and is expected to be a Tier 1 mining issuer listed on the TSX
Venture Exchange.
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 Private Placement; use of proceeds from the 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 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 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.
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
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.
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.
SOURCE Freeform Capital Partners Inc.