Bayshore Petroleum Corp. Provides Update on Proposed Reverse Takeover Transaction and Signing of Definitive Agreement With Infinitum Copper Corp.

CALGARY, Alberta, June 29, 2021 (GLOBE NEWSWIRE) — Bayshore Petroleum Corp. (“Bayshore” or the “Firm”) (TSX-V: BSH) broadcasts that, additional to its information launch dated Could 18, 2021, it has entered into an amalgamation settlement dated June 25, 2021 (the “Definitive Settlement”) with Infinitum Copper Corp. (“Infinitum”) and 1308039 B.C. Ltd. (“Subco”), an entirely owned subsidiary of Bayshore, pursuant to which the Firm will purchase all the issued and excellent widespread shares within the capital of Infinitum (the “Acquisition”). The Definitive Settlement replaces the beforehand introduced letter of intent dated Could 17, 2021 between the Firm and Infinitum with respect to the Acquisition.

The Acquisition will represent a “Reverse Takeover” underneath coverage 5.2 Change of Enterprise and Reverse Takeovers (“Coverage 5.2”) of the TSX Enterprise Change (the “Change”), and is topic to approval of the Change.

Enterprise of Infinitum & the Adelita Copper Mission

Infinitum is a privately held firm current underneath the legal guidelines of the province of British Columbia. It’s anticipated that Infinitum could have 28,116,667 widespread shares (“Infinitum Shares”) excellent after completion of the Financing (as described beneath), and instantly previous to closing of the Acquisition.

Infinitum is engaged within the enterprise of mineral exploration for copper in Mexico. Infinitum holds an possibility to accumulate an 80% curiosity within the Adelita property, Sonora State, Mexico (the “Adelita Property”), from Minaurum Gold Inc. (TSX-V: MGG; “Minaurum”), as granted underneath the Mineral Property Choice and Joint Enterprise Settlement dated February 17, 2021 between Infinitum, Minaurum and its subsidiary, Minaurum Gold, S.A. de C.V. In partial consideration of its possibility to accumulate an 80% curiosity within the Adelita Property, Infinitum has granted a proper to Minaurum (the “Minaurum Proper”) to obtain Infinitum Shares in a amount equal to 16% of the issued and excellent Infinitum Shares as of the date upon which its shares start buying and selling on a inventory trade, together with the Change. Upon train of the choice, Infinitum and Minaurum will kind a three way partnership (on an preliminary 80/20 foundation) to undertake additional work on the Adelita Property.

The next is a abstract of a draft technical report dated June 10, 2021 on the Adelita Property as ready by Lorne Warner P. Geo. for Infinitum:

The Adelita Property is comprised of seven mining claims protecting 6,445.6117 hectares in Alamos Municipality in southern Sonora State and Choix Municipality in northern Sinaloa State. There are presently 4 potential areas throughout the Adelita Property – the Cerro Grande Ridge, the Las Trancas prospect, the Don Pepe zone, and the Mezquital space. Native sources report that the brief adit (the “Adelita” adit) and prospects alongside the Cerro Grande ridge date from the Sixties. On the Las Trancas prospect space, an open minimize was dug right into a shear-hosted Cu-oxide prevalence. There was solely restricted assessment of the Mezquital space and Don Pepe zone.

The deposit varieties are copper-gold skarn deposits are related to porphyry programs in lots of areas on this planet. Porphyry copper deposits provide nearly all of the world’s copper and molybdenum and are necessary sources of gold, silver, and different metals. Broadly, porphyry programs show comparable alteration and mineralization zonation vertically and laterally. Garnet skarn with anomalous copper is developed in metasedimentary rocks within the Cerro Grande prospect space of the Adelita Property.

A determine accompanying this announcement is accessible at https://www.globenewswire.com/NewsRoom/AttachmentNg/158725d0-410c-4144-a6ad-5d5fa0315425

The next is a abstract of historic work carried out on the Adelita Property:

Firm	Years	Exercise
Unknown	Sixties	Quick (“Adelita”) adit and prospects at Cerro Grande. A small quantity of Cu-mineralized rock was shipped.
Unknown	?	Open minimize on Cu-oxide-bearing shear zone at Las Trancas.
Minera Cascabel	1998	Mapping and rock sampling on Cerro Grande zone.
Minera Kennecott	2005	Geologic mapping and soil geochemical sampling; and 5-hole, 1263.92-m RC drilling program at Las Trancas prospect.
Minaurum Gold	2008	Geological mapping, stream-sediment and rock geochemical sampling.
Minaurum Gold	2010	Geological mapping, soil and rock geochemical sampling, and helicopter-borne VTEM-magnetics over declare block. 8-hole, 1819.35-m core drilling at Cerro Grande.
Ocean Park Assets (optioned Adelita undertaking)	2011-2012	Geological mapping and geochemical sampling. 7-hole, 1185.95-m core drilling marketing campaign at Cerro Grande and 6-hole, 1924.65-m core drilling program at Mezquital. IP-resistivity survey Mezquital-Cerro Grande prospects. Ocean Park declines additional participation at finish of 2012.
Minaurum Gold	2018	One 289.75-m core gap at Cerro Grande and a pair of holes totaling 744.8-m at Las Trancas. Floor magnetics survey at Cerro Grande.

The next is the beneficial exploration work program for the Adelita Property:

CONCEPT / ACTIVITY	COST (US$)
Cerro Grande Ridge 5 diamond drill holes – 1,500 metres (all-in price)	$	300,000
Las Trancas Space 3 diamond drill holes – 900 metres	$	180,000
Don Pepe 3 claim- northwest nook 2 diamond drill holes – 600 metres	$	120,000
Geological mapping –Mezquital Space	$	50,000
TOTAL	$	650,000

Infinitum Monetary Info

Audited monetary assertion info for Infinitum for the interval from incorporation (April 21, 2020) to March 31, 2021 is offered beneath.

Audited Assertion of Monetary Place Info

	March 31, 2021
Property
Money	$	75,803
Exploration and Analysis Property	$	93,334
TOTAL	$	169,137
Liabilities
Present liabilities	$	117,500
TOTAL	$	117,500
Shareholders’ Fairness	$	51,637

Audited Assertion of Complete Loss Info

	March 31, 2021
Income	Nil
Administrative Bills	$	118,640
Internet Loss	($	118,640	)

Transaction Construction

In accordance with the phrases of the Definitive Settlement, the Acquisition can be effected by the use of a “three-cornered” amalgamation (the “Amalgamation”), through which: (a) Subco will amalgamate with Infinitum to kind an amalgamated firm (“Amalco”); (b) all of the issued and excellent shares of Infinitum can be exchanged for post-consolidated widespread shares of the Firm on a 1:1 foundation (such consolidation described beneath); and (c) Amalco will turn out to be a wholly-owned subsidiary of the Firm. Following completion of the Acquisition, the Firm (after completion of the Acquisition, the “Ensuing Issuer”) will keep it up the enterprise presently carried out by Infinitum, consisting of mineral exploration within the mining sector. Bayshore anticipates issuing 34,043,652 post-consolidated widespread shares at a deemed worth of $0.40 per share for an combination deemed worth of $13,617,461 for the Acquisition. It’s anticipated that the Ensuing Issuer could have 37,043,652 post-consolidated widespread shares excellent upon completion of the Acquisition.

Non-public Placement Financings

Along with and as a situation of closing of the Acquisition, Infinitum has agreed to make use of commercially affordable efforts to finish the next financings:

(a)   to boost $1,700,000 by means of the provide and sale of 11,333,333 Infinitum Shares at $0.15 per share; and

(b)   to boost a further $2,300,000 by means of the provide and sale of 5,750,000 items (“Infinitum Models”) at $0.40 per unit consisting of 1 Infinitum Share and one-half of 1 Infinitum Share buy warrant (“Infinitum Warrant”), every entire Infinitum Warrant entitling the holder thereof to accumulate one Infinitum Share at $0.60 for a interval of 24 months,

to boost, in combination, $4,000,000 (collectively, the “Financing”).

In reference to the sale of Infinitum Models underneath the Financing, Infinitum might pay a finder’s charge of as much as 7% of the gross proceeds realized, to sure events designated by the Firm, and may situation to such events non-transferable warrants to buy such variety of Infinitum Shares as are as much as 7% of the variety of Infinitum Models issued pursuant to the Financing (the “Infinitum Finders’ Warrants”). Every Infinitum Finders’ Warrants will entitle the holder thereof to accumulate one Infinitum Share at $0.60 for a interval of 24 months. It’s meant that the web proceeds from the Financing can be used within the exploration of the Adelita Property, to fund the operations of the Ensuing Issuer, and for normal working capital functions.

Bayshore Share Consolidation and Identify Change

The licensed share capital of the Firm consists of a limiteless variety of widespread shares (“Bayshore Shares”), of which 118,370,715 Bayshore Shares are excellent as of the date of this information launch. Previous to the closing of the Acquisition, the Firm will consolidate its excellent Bayshore Shares (the “Consolidation”) on such foundation in order to have 3,000,000 consolidated Bayshore Shares (“Consolidated Bayshore Shares”) excellent instantly previous to closing of the Acquisition. Bayshore presently has 3,300,000 inventory choices excellent which can be cancelled upon closing of the Acquisition.

The Consolidation is topic to shareholder approval and supporting documentation being accepted for submitting by the Change. Along with the Consolidation, Bayshore intends to hunt shareholder approval to the change of title of the Firm to “Infinitum Copper Corp.” on the annual and particular assembly of the shareholders to be held on August 6, 2021. It’s anticipated that the Firm will search Bayshore shareholder approval to the reverse takeover by the written consent of the holders of a majority of Bayshore’s excellent shares, following the Change’s approval of a remaining Submitting Assertion in Type 3D2.

Closing of the Acquisition

On completion of the acquisition, Bayshore will situation the next securities on the phrases described beneath:

• one Consolidated Bayshore Share for every Infinitum Share excellent instantly previous to closing of the Acquisition, together with these issued in reference to the Financing;
• 5,926,984 Consolidated Bayshore Shares to Minaurum such that Minaurum will maintain 16% of the combination variety of Consolidated Bayshore Shares excellent on closing, in accordance with the Minaurum Proper;
• one Consolidated Bayshore Share buy warrant in trade for every Infinitum Warrant excellent instantly previous to completion of the Acquisition on the identical phrases and situations because the Infinitum Warrants; and
• one Consolidated Bayshore Share buy finder’s warrant in trade for every Infinitum Finders’ Warrant excellent instantly previous to closing of the Acquisition, on the identical phrases and situations because the Infinitum Finders’ Warrants;

(collectively, and on such phrases, the “Bayshore Securities”).

As well as, Infinitum and Subco will amalgamate underneath the phrases and situations prescribed within the Definitive Settlement, and proceed as one company (Amalco) underneath the title of “Infinitum Copper Mining Corp.”.

As consideration for Bayshore issuing the Bayshore Securities to holders of Infinitum securities, Amalco will situation one widespread share to Bayshore for every Bayshore Consolidated Share issued; and Amalco will turn out to be an entirely owned subsidiary of Bayshore.

Bayshore Debt Restructuring and Asset Disposition

As a part of the completion of the Acquisition, Bayshore will:

(i)   remove nearly all of its present and long-term liabilities by paying the identical in money or issuing BSH widespread shares in settlement thereof; such that thereafter Bayshore could have no liabilities, apart from a shareholder mortgage of $53,500 and liabilities in reference to (i) the prices of the Acquisition, and (ii) peculiar administrative bills incurred by means of to closing (the “Bayshore Debt Restructuring”); and

(ii)   concurrent with the closing of the Acquisition, eliminate all of its petroleum and pure fuel property, its tailing remediation know-how and enterprise, and its subsidiary, Bayshore Oil Know-how Corp., and can terminate all contracts in relation thereto (the “Bayshore Disposition”).

Along with this, Infinitum has agreed to advance to Bayshore as much as $120,000 to cowl Bayshore’s normal and administrative bills to the date of closing the Acquisition (the “Advance”). The Advance is non-interest bearing and totally refundable within the occasion the Acquisition has not closed on or earlier than December 31, 2021. Ivan Po Kwong Chan, a director of the Firm, has agreed to ensure fee of any refund payable pursuant to the Advance, by means of a company wholly owned by him. Board of Administrators and Administration Modifications

The Firm will search shareholder approval to extend the variety of administrators of the Firm from 4 to seven. On completion of the Acquisition, the Firm’s board of administrators and administration staff can be reconstituted to encompass various administrators and officers decided by Infinitum, as set forth beneath:

Identify	Present Place with Bayshore or Infinitum	Place with Bayshore upon Completion of Acquisition
Steve Robertson	Director, President and Chief Govt Officer of Infinitum	Director, President and Chief Govt Officer
Michael Wooden	Director of Infinitum	Director, Chief Monetary Officer and Company Secretary
Mahendra Naik	–	Director, Chairman of the Board
Ivan Po Kwong Chan	Director of Bayshore, Chairman of the Bayshore Board	Director
Garrick Mendham	–	Director
Karen Ovegren	–	Director
Marco Roque	Director of Infinitum	Director

A short biographical description of the preliminary administrators and officers of Bayshore upon completion of the Acquisition is offered beneath:

Steve Robertson – Proposed Director, President and Chief Govt Officer

Mr. Robertson is a Canadian geologist and mining government who earned a BSc. in Geology from the College of Alberta. After commencement, he spent 5 years conducting exploration with Corona Company after which 24 years working at Imperial Metals Company, a mid-tier mining firm that has been concerned within the improvement and operation of 5 mines, primarily in British Columbia. His many roles at Imperial included duty for Crimson Chris exploration, feasibility, allowing and improvement. Mr. Robertson was awarded the 2016 E.A. Scholz Award for Excellence in Mine Improvement for his management position in improvement of the Crimson Chris mine.

In 2017, Mr. Robertson was the founding Chief Govt Officer of Solar Metals Corp. (TSX-V: SUNM), an organization that went on to find a copper-gold skarn in British Columbia. Mr. Robertson is on the board of administrators of not-for-profit Affiliation for Mineral Exploration BC. He was previously a director of Huckleberry Mines Ltd, a personal mining firm and publicly listed Solar Metals. He’s presently a director of Cassiar Gold Corp.

Michael Wooden – Proposed Director, Chief Monetary Officer and Company Secretary

Mr. Wooden is a director at Rising Markets Capital, a Hong Kong based mostly non-public funding and advisory agency centered on pure assets. Mr. Wooden can also be a director of:

• Reyna Silver Corp. (TSX-V: RSLV), in addition to its Chief Monetary Officer, and
• Cassiar Gold Corp (TSX-V: GLDC).

Mr. Wooden holds a MBA from Hong Kong College of Science & Know-how, and a BSc Economics from Cardiff College.

Mahendra Naik – Proposed Director and Chairman of the Board

Mr. Naik is a founding director and former Chief Monetary Officer of IAMGOLD Company, a Toronto Inventory Change and New York Inventory Change listed gold mining firm. As CFO from 1990 to 1999, he led the negotiations of the Sadiola and Yatala mine joint ventures with Anglo American in addition to the US$400 million in undertaking debt financings for the event of the mines. Mr. Naik was instrumental in negotiating joint ventures with Anglo American and Ashanti Goldfields for exploration properties together with Boto/Daorola in Senegal. As well as, he was concerned in main greater than $150 million in fairness financings together with the preliminary public providing for IAMGOLD. From 2000 to Could 2021, Mr. Naik continued as a director and member of the audit and compensation committees for IAMGOLD. Since 2003, Mr. Naik has been a director and Chairman of GoldMoney Inc., a TSX-listed valuable metals monetary companies firm with property in extra of $2.2 billion, and served as a member of the audit, compensation, and company governance committees. From 2017-2019, Mr. Naik was additionally a director and Chairman of the audit and particular committees of M2Cobalt Company. Since March 2020, Mr. Naik has served because the director of Zoompass Holdings Inc, a monetary companies know-how firm. Mr. Naik is concerned in various non-profit organizations together with The Indus Entrepreneurs, Trillium Hospital, and UHN Foundations.

Mr. Naik is a Chartered Skilled Accountant and practised for 9 years with a serious accounting agency. He holds a Bachelor of Commerce diploma from the College of Toronto.

Ivan Po Kwong Chan – Director

Mr. Po Kwong, Chan is an skilled entrepreneur and financier with greater than 25 years of expertise within the Hong Kong and worldwide actual property and leasing trade. Working principally together with his household group, Dutfield Worldwide Group Co. Ltd., Mr. Chan has helped many non-public and public worldwide and Hong Kong corporations obtain their financing targets. Mr. Chan is presently sitting as an unbiased board member on just a few Hong Kong/China non-public corporations.

Garrick Mendham – Proposed Director

Mr. Mendham joined Hong Kong based mostly RH Mining Assets Ltd. in 2012 and have become a board member in 2017 as Govt Director. He’s additionally a non-executive director of Goldrich Mining Firm (OTC:GRMC). Mr. Mendham has over 35 years’ expertise within the mining trade throughout Australia, South-East Asia and Northern Asia in numerous roles and commodity teams. He has labored for corporations similar to BHP Group Restricted, Rio Tinto, Lihir Gold Restricted, Bond Company, and Queensland Nickel group.

Previous to becoming a member of RH Mining, Mr. Mendham was with a outstanding Hong Kong assets funding group and was the founding Chairman of the Australasian Institute of Mining and Metallurgy, Hong Kong department. He obtained a Bachelor of Mine Engineering from the College of New South Wales, a Graduate Diploma in Finance from the Securities Institute of Australia, and holds Mine Supervisor Certificates in Australia for each New South Wales and Western Australia.

Karin Ovegren – Proposed Director

Ms. Ovegren has been an government with J.P. Morgan for over 13 years. She is presently VP Human Assets, based mostly in Dubai with duty for heading the HR operate for United Arab Emirates, Egypt, Lebanon and Qatar. She is answerable for driving the folks agenda throughout Strains of Enterprise within the areas of recruitment & expertise administration, compensation & advantages administration, worker relations, efficiency administration, worker engagement and danger & management.

Ms. Ovegren beforehand held numerous HR positions in Bahrain and Sweden. She is a licensed Well being Coach and holds a Bachelor of Social Science with a serious in Psychology in addition to a CIPD certificates.

Marco Roque – Proposed Director

Mr. Roque is presently the Chief Govt Officer for Cassiar Gold Corp., a Canadian gold exploration firm centered on initiatives in British Columbia. He’s additionally an advisor at Rising Markets Capital, an funding agency based mostly in Hong Kong investing primarily in mining initiatives listed on the Toronto Inventory Change and Australian Securities Change, in a mixture of pre-discovery, exploration, improvement and producing stage corporations with a deal with initiatives based mostly in Canada, Australia, Mexico and South America.

Mr. Roque started his profession in non-public banking with Millennium BCP, a big Portuguese financial institution and joined Barclays Capital in 2007, the place for a number of years he spearheaded the Portuguese derivatives and structured merchandise staff with a deal with commodities. Mr. Roque is a CFA constitution holder, has earned an MBA from Hong Kong College of Science and Know-how and London Enterprise College, a Masters in Finance from Nova College of Enterprise and Economics in Lisbon, in addition to an undergraduate Administration diploma from the identical faculty.

Associated Get together Issues and Shareholder Approval

The completion of the Acquisition will represent an “Arm’s Size Transaction” underneath Coverage 5.2. Not one of the administrators or officers of Bayshore have any direct or oblique curiosity in Infinitum.

Circumstances to Closing

Completion of the Acquisition can be topic to various situations, together with Change acceptance. Key situations embody:

• receipt of all regulatory and third celebration approvals, together with the approval of the Change;
• approval of the shareholders of Bayshore, Subco and Infinitum, together with Bayshore shareholder approval to the continuation of the Firm from Alberta into British Columbia following closing.
• completion of the Financing, the Consolidation, the Bayshore Disposition and the Bayshore Debt Restructuring;
• passable due diligence by every celebration of the opposite;
• the Firm could have made preparations for the cancellation, sub-letting or continued fee of hire by a 3rd celebration, with respect to the Firm’s current workplace lease, commencing from, on or previous to closing, on phrases and situations fairly passable to Infinitum;
• no materials opposed adjustments to the companies of Bayshore or Infinitum;
• receipt of required monetary statements of Infinitum and NI 43-101 technical reviews on the fabric properties of Infinitum, every in kind and substance fairly passable to Bayshore; and
• different customary situations to closing.

Certified Individual

The scientific and technical info contained on this information launch has been reviewed and accredited on behalf of Bayshore by Lorne Warner P. Geo., an unbiased consulting geologist who’s a “Certified Individual” as such time period is outlined underneath Nationwide Instrument 43-101 Requirements for Disclosure for Mineral Initiatives.

Sponsorship

Bayshore will apply to the Change for a waiver of sponsorship of the Acquisition to the extent that no exemption from the sponsorship necessities is accessible underneath Change insurance policies.

Buying and selling Halt

Buying and selling of the widespread shares of Bayshore has been and can stay halted pending additional filings with the Change.

On Behalf of the Board of Administrators of
Bayshore Petroleum Corp.

Peter Ho

Chief Govt Officer / Director

CAUTIONARY STATEMENTS

Completion of the transaction is topic to various situations, together with however not restricted to, Change acceptance and, if relevant, disinterested shareholder approval. The place relevant, the transaction can not shut till the required shareholder approval is obtained. There could be no assurance that the transaction can be accomplished as proposed or in any respect.
Traders are cautioned that, besides as disclosed within the administration info round or submitting assertion to be ready in reference to the transaction, any info launched or obtained with respect to the transaction might not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of Bayshore needs to be thought-about extremely speculative.
The TSX Enterprise Change Inc. has on no account handed upon the deserves of the proposed transaction and has neither accredited nor disapproved the contents of this information launch.
Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This information launch might embody sure “forward-looking statements” underneath relevant Canadian securities laws. Ahead-looking statements embody, however should not restricted to, statements with respect to: closing of the Acquisition, satisfaction of situations precedent together with elevating funds, train of the choice to accumulate an curiosity within the Adelita Property, future work to be carried on the Adelita Property; use of funds; and the enterprise and operations of Infinitum and Bayshore. Ahead-looking statements are essentially based mostly upon a number of estimates and assumptions that, whereas thought-about affordable, are topic to identified and unknown dangers, uncertainties, and different components which can trigger the precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking statements. There isn’t any assurance any of the forward-looking statements can be accomplished as described herein, or in any respect. Such components embody, however should not restricted to: normal enterprise, financial, aggressive, political and social uncertainties; working and technical difficulties in reference to mineral exploration and improvement actions, lack of investor curiosity in financing; necessities for added capital; future costs of copper; adjustments basically financial situations; accidents, delays or the failure to obtain board, shareholder or regulatory approvals, together with the required permits; outcomes of present exploration and testing; adjustments in legal guidelines, rules and insurance policies affecting mining operations; and title disputes. There could be no assurance that such statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers mustn’t place undue reliance on ahead wanting statements. Bayshore disclaims any intention or obligation to replace or revise any forward-looking statements, whether or not on account of new info, future occasions or in any other case.

Contact info:
Peter Ho, Chief Govt Officer and Director
peter.ho@bayshorepetroleum.com
+1 (403) 630 4355