FREEFORM CAPITAL PARTNERS INC. /NOT FOR DISTRIBUTION TO
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
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
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
About Freeform
Freeform is a capital pool company governed by the policies of the
About Gold Mountain
On
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
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.
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