#340, 600 Crowfoot Crescent N.W.
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BAYSHORE PETROLEUM CORP.
#340, 600 Crowfoot Crescent N.W.
Calgary, Alberta T3G 0B4
NEWS RELEASE
BAYSHORE PETROLEUM CORP. PROVIDES UPDATE ON PROPOSED REVERSE
TAKEOVER TRANSACTION AND SIGNING OF DEFINITIVE AGREEMENT WITH
INFINITUM COPPER CORP.
June 29, 2021 – Calgary, Alberta , Canada. Bayshore Petroleum Corp . (“Bayshore” or the
“Company”) (TSX -V: BSH) announces that, further to its news release dated May 18, 2021, it has
entered into an amalgamation agreement dated June 25, 2021 (the “ Definitive Agreement ”) with
Infinitum Copper Corp. (“Infinitum”) and 1308039 B.C. Ltd. (“ Subco”), a who lly owned subsidiary of
Bayshore, pursuant to which the Company will acquire all of the issued and outstanding common shares
in the capital of Infinitum (the “ Acquisition”). The Definitive Agreement replaces the previously
announced letter of intent dated May 17, 2021 between the Company and Infi nitum with respect to the
Acquisition.
The Acquisition will constitute a “Reverse Takeover” under policy 5.2 Change of Business and Reverse
Takeovers (“Policy 5.2”) of the TSX Venture Exchange (the “ Exchange”), and is subject to approval of
the Exchange.
Business of Infinitum & the Adelita Copper Project
Infinitum is a privately held company existing under the laws of the province of British Columbia. It is
anticipated that Infinitum will have 28,116,667 common shares (“ Infinitum Shares”) outstanding after
completion of the Financing (as described below), and immediately prior to closing of the Acquisition.
Infinitum is engaged in the business of mineral exploration for copper in Mexico. Infinitum holds an
option to acquire an 80% interest in the Adelita property, Sonora State, Mexico (the “Adelita Property”),
from Minaurum Gold Inc. (TSX-V: MGG; “Minaurum”), as granted under the Mineral Property Option
and Joint Venture Agreement dated February 17, 2021 between Infinitum, Minaurum and its subsidiary,
Minaurum Gold, S.A. de C.V. In partial consideration of its option to acquire an 80% interest in the
Adelita Property, Infinitum has granted a right to Minaurum (the “ Minaurum Right ”) to receive
Infinitum Shares in a quantity equal to 16% of the issued and outstanding Infinitum Share s as of the date
upon which its shares begin trading on a stock exchange, including the Exchange . Upon exercise of the
option, Infinitum and Minaurum will form a joint venture (on an initial 80/20 basis) to underta ke further
work on the Adelita Property.
The following is a summary of a draft technical report dated June 10, 2021 on the Adelita Property as
prepared by Lorne Warner P. Geo. for Infinitum:
The Adelita Property is comprised of seven mining claims covering 6,445.6117 hectares in Alamos
Municipality in southern Sonora State and Choix Municipality in northern Sinaloa State. There are
currently four prospective areas within the Adelita Property – the Cerro Grande Ridge, the Las Trancas
prospect, the Don Pepe zone, and the Mezquital area. Local sour ces report that the short adit (the
“Adelita” adit) and prospects along the Cerro Grande ridge date from the 1960s. At the Las Trancas
prospect area, an open cut was dug into a shear-hosted Cu-oxide occurrence. There has been only limited
review of the Mezquital area and Don Pepe zone.
The deposit types are copper-gold skarn deposits are associated with porphyry systems in many locations
in the world. Porphyry copper deposits supply the majority of the world’s copper and molybdenum and
are important s ources of gold, silver, and other metals. Broadly, porphyry systems display similar
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alteration and mineralization zonation vertically and laterally. Garnet skarn with anomalous copper is
developed in metasedimentary rocks in the Cerro Grande prospect area of the Adelita Property.
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The following is a summary of historical work done on the Adelita Property:
Company Years Activity
Unknown 1960s Short (“Adelita”) adit and prospects at Cerro Grande. A small amount of Cu -
mineralized rock was shipped.
Unknown ? Open cut 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 claim block. 8 -hole, 1819.35-m core drilling at
Cerro Grande.
Ocean Park
Resources (optioned
Adelita project)
2011-2012
Geological mapping and geochemical sampling. 7 -hole, 1185.95 -m core
drilling 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 further participation at end of 2012.
Minaurum Gold 2018 One 289.75-m core hole at Cerro Grande and 2 holes totaling 744.8 -m at Las
Trancas. Ground magnetics survey at Cerro Grande.
The following is the recommended exploration work program for the Adelita Property:
CONCEPT / ACTIVITY COST (US$)
Cerro Grande Ridge
5 diamond drill holes – 1,500 metres (all-in cost) $300,000
Las Trancas Area
3 diamond drill holes – 900 metres $180,000
Don Pepe 3 claim- northwest corner
2 diamond drill holes – 600 metres $120,000
Geological mapping –Mezquital Area $50,000
TOTAL $650,000
Infinitum Financial Information
Audited financial statement information for Infinitum for the period from incorporation (April 2 1, 2020)
to March 31, 2021 is provided below.
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Audited Statement of Financial Position Information
March 31, 2021
Assets
Cash $75,803
Exploration and Evaluation Assets $93,334
TOTAL $169,137
Liabilities
Current liabilities $117,500
TOTAL $117,500
Shareholders’ Equity $51,637
Audited Statement of Comprehensive Loss Information
March 31, 2021
Revenue Nil
Administrative Expenses $118,640
Net Loss ($118,640)
Transaction Structure
In accordance with the terms of the Definitive Agreement, the Acquisition will be effected by way of a
“three-cornered” amalgamation (the “ Amalgamation”), in whi ch: (a) Subco will amalgamate with
Infinitum to form an amalgamated company (“ Amalco”); (b) all the issued and outstan ding shares of
Infinitum will be exchanged for post-consolidated common shares of the Company on a 1:1 basis (such
consolidation described below); and (c) Amalco will become a wholly-owned subsidiary of the Company.
Following completion of the Acquisition, the Company ( after completion of the Acquisition, the
“Resulting Issuer”) will carry on the business currently conducted by Infinitum , consisting of mineral
exploration in the mining sector . Bayshore anticipates issuing 34,043,652 post -consolidated common
shares at a deemed price of $0.40 per share for an aggregate deemed price of $13,617,461 for the
Acquisition. It is anticipated that the Resulting Issuer will have 37,043,652 post-consolidated common
shares outstanding upon completion of the Acquisition.
Private Placement Financings
In conjunction with and as a condition of closing of the Acquisition, Infinitum has agreed to use
commercially reasonable efforts to complete the following financings:
(a) to raise $1,700,000 through the offer and sale of 11,333,333 Infinitum Shares at $0.15 per share;
and
(b) to raise an additional $2, 300,000 through the offer and sale of 5,750,000 units (“Infinitum
Units”) at $0.40 per unit consisting of one Infinitum Share and one -half of one Infinitum Share
purchase warrant (“Infinitum Warrant ”), each whole Infinitum Warrant entitling the holder
thereof to acquire one Infinitum Share at $0.60 for a period of 24 months,
to raise, in aggregate, $4,000,000 (collectively, the “Financing”).
In connection with the sale of Infinitum Units under the Financing, Infinitum may pay a finder’s fee of up
to 7% of the gross proceeds realized, to certain parties designated by the Company, and may also issue to
such parties non-transferable warrants to purchase such number of Infinitum Shares as are up to 7% of the
number of Infinitum Units issued pursuant to the Financing (the “Infinitum Finders’ Warrants”). Each
Infinitum Finders’ Warrants will entitle the holder thereof to acquire one Infinitum Share at $0.60 for a
period of 24 months. It is intended that the net proceeds from the Financing will be used in the
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exploration of the Adelita Property , to fund the operations of the Resulting Issuer, and for general
working capital purposes.
Bayshore Share Consolidation and Name Change
The authorized share capital of the Company consists of an unlimited number of common shares
(“Bayshore Shares”), of which 118,370,715 Bayshore Shares are outstanding as of the date of this news
release. Prior to the closing of the Acquisition, the Company will consolidate its outstanding Bayshore
Shares (the “ Consolidation”) on such basis so as to have 3,000,000 consolidated Bayshore Shares
(“Consolidated Bayshore Shares ”) outstanding immediately prior to closing of the Acquisition .
Bayshore currently has 3, 300,000 stock options outstanding which will be cancelled upon closing of the
Acquisition.
The Consolidation is subject to shareholder approval and supporting documentation being accepted for
filing by the Exchange. In conjunction with the Consolidation, Ba yshore intends to seek shareholder
approval to the change of name of the Company to “ Infinitum Copper Corp. ” at the annual and special
meeting of the shareholders to be held on August 6, 2021. It is anticipated that the Company will seek
Bayshore shareholder approval to the reverse takeover by the written consent of the holders of a majority
of Bayshore’s outstanding shares, following the Exchange’s approval of a final Filing Statement in Form
3D2.
Closing of the Acquisition
On completion of the acquisition, Bayshore will issue the following securities on the terms described
below:
one Consolidated Bayshore Share for each Infinitum Share outstanding immediately prior to
closing of the Acquisition, including those issued in connection with the Financing;
5,926,984 Consolidated Bayshore Shares to Minaurum such that Minaurum will hold 16% of the
aggregate number of Consolidated Bayshore Shares outstanding on closing, in accordance with
the Minaurum Right;
one Consolidated Bayshore Share purchase warrant in exchange for each Infinitum Warrant
outstanding immediately prior to completion of the Acquisition on the same terms and conditions
as the Infinitum Warrants; and
one Consolidated Bayshore Share purchase finder’s warrant in exchange for each Infinitum
Finders’ Warrant outstanding immediately prior to closing of the Acquisition , on the same terms
and conditions as the Infinitum Finders’ Warrants;
(collectively, and on such terms, the “Bayshore Securities”).
In addition, Infinitum and Subco will a malgamate under the terms and conditions prescribed in the
Definitive Agreement, and continue as one corporation (Amalco) under the name of “ Infinitum Copper
Mining Corp.”.
As consideration for Bayshore issuing the Bayshore Securities to holders of Infinitum securities , Amalco
will issue one common share to Bayshore for each Bayshore Consolidated Share issued; and Amalco will
become a wholly owned subsidiary of Bayshore.
Bayshore Debt Restructuring and Asset Disposition
As part of the completion of the Acquisition, Bayshore will:
(i) eliminate the majority of its current and long -term liabilities by paying the same in cash or
issuing BSH common shares in settlement thereof; such that thereafter Bayshore will have no
liabilities, other than a shareholder loan of $53,500 and liabilities in connection with (i) the costs
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of the Acquisition, and (ii) ordinary administrative expenses incurred through to closing (the
“Bayshore Debt Restructuring”); and
(ii) concurrent with the closing of the Acquisition , dispose of all of its petroleum and natural gas
assets, its tailing remediation technology and business, and its subsidiary, Bayshore Oil
Technology Corp., and will terminate all contracts in relation thereto (the “ Bayshore
Disposition”).
In conjunction with this, Infinitum has agreed to advance to Bayshore up to $120,000 to cover Bayshore’s
general and administrative expenses to the date of closing the Acquisition (the “Advance”). The Advance
is non-interest bearing and fully refundable in the event the Acquisition has not closed on or before
December 31, 2021. Ivan Po Kwong Chan, a director of the Company, has agreed to guarantee payment
of any refund payable pursuant to the Advance , through a corporation wholly owned by him . Board of
Directors and Management Changes
The Company will seek shareholder approval to increase the number of directors of the Company from
four to seven. On completion of the Acquisition, the Company’s board of directors and management team
will be reconstituted to consist of a number of directo rs and officers determined by Infinitum, as set forth
below:
Name
Current Position with
Bayshore or Infinitum
Position with Bayshore upon
Completion of Acquisition
Steve Robertson Director, President and Chief Executive
Officer of Infinitum
Director, President and Chief Executive
Officer
Michael Wood Director of Infinitum Director, Chief Financial Officer and
Corporate 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 brief biographical description of the initial directors and officers of Bayshore upon completion of the
Acquisition is provided below:
Steve Robertson – Proposed Director, President and Chief Executive Officer
Mr. Robertson is a Canadian geologist and mining executive who earned a BSc. in Geology from the
University of Alberta. After graduation, he spent five years conducting exploration with C orona
Corporation and then 24 years working at Imperial Metals Corporation, a mid -tier mining company that
has been involved in the development and operation of five mines, primarily in British Columbia. His
many roles at Imperial included responsibility f or Red Chris exploration, feasibility, permitting and
development. Mr. Robertson was awarded the 2016 E.A. Scholz Award for Excellence in Mine
Development for his leadership role in development of the Red Chris mine.
In 2017, Mr. Robertson was the founding Chief Executive Officer of Sun Metals Corp. (TSX-V: SUNM),
a company that went on to discover a copper -gold skarn in British Columbia. Mr. Robertson is on the
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board of directors of not -for-profit Association for Mine ral Exploration BC. He was formerly a director
of Huckleberry Mines Ltd, a private mining company and publicly listed Sun Metals. He is currently a
director of Cassiar Gold Corp.
Michael Wood – Proposed Director, Chief Financial Officer and Corporate Secretary
Mr. Wood is a director at Emerging Markets Capital, a Hong Kong based private investment and advisory
firm focused on natural resources. Mr. Wood is also a director of:
Reyna Silver Corp. (TSX-V: RSLV), as well as its Chief Financial Officer, and
Cassiar Gold Corp (TSX-V: GLDC).
Mr. Wood holds a MBA from Hong Kong University of Science & Technology, and a BSc Ec onomics
from Cardiff University.
Mahendra Naik – Proposed Director and Chairman of the Board
Mr. Naik, is a founding director and former Chief Financial Officer of IAMGOLD Corporation, a Toronto
Stock Exchange and New York Stock Exchange listed gold mining company. As CFO from 1990 to
1999, he led the negotiations of the Sadiola and Yatala mine join t ventures with Anglo American as well
as the US$400 million in project debt financings for the develop ment of the mines. Mr. Naik was
instrumental in negotiating joint ventures with Anglo American and Ashanti Goldfields for exploration
properties including Boto/Daorola in Senegal. In addition, he was involved in leading more than $150
million in equity financings including t he initial public offering for IAMGOLD. From 2000 to May
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
precious metals financial services company with assets in excess of $2.2 billion , and served as a member
of the audit, compensation, and corporate governance committees. From 2017-2019, Mr. Naik was also a
director and Chairman of the audit and s pecial committees of M2Cobalt Corporation. Since March 2020,
Mr. Naik has served as the director of Zoompass Holdings Inc, a financial services technology company.
Mr. Naik is involved in a number of non-profit organizations including The Indus Entrepreneurs, Trillium
Hospital, and UHN Foundations.
Mr. Naik is a Chartered Professional Accountant and practised for nine years with a major accounting
firm. He holds a Bachelor of Commerce degree from the University of Toronto.
Ivan Po Kwong Chan – Director
Mr. Po Kwong, Chan is an experienced entrepreneur and financier with more than 25 years of experience
in the Hong Kong and international real estate and leasing industry. Working mostly with his family
group, Dutfield International Group Co. Ltd., Mr. Chan has helped many pr ivate and public international
and Hong Kong companies achieve their financing objectives. Mr. Chan is currently sitting as an
independent board member on a few Hong Kong/China private companies.
Garrick Mendham – Proposed Director
Mr. Mendham joined Hong Kong based RH Mining Resources Ltd. in 2012 and became a board member
in 2017 as Executive Direct or. He is also a non-executive director of Goldrich Mining Company
(OTC:GRMC). Mr. Mendham has over 35 years’ experience in the mining industry across Australia,
South-East Asia and Northern Asia in various roles and commodity groups. He has worked for companies
such as BHP Group Limited, Rio Tinto, Lihir Gold Limited, Bond Corporation, and Que ensland Nickel
group.
Prior to joining RH Mining, Mr. Mendham was with a prominent Hong Kong resources investment group
and was the founding Chairman of the Australasian Institute of Mining and Metallurgy , Hong Kong
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branch. He received a Bachelor of Mine Engineering from the University of New South Wales, a
Graduate Diploma in Finance from the Securities Institute of Australia, and holds Mine Manager
Certificates in Australia for both New South Wales and Western Australia.
Karin Ovegren – Proposed Director
Ms. Ovegren has been an executive with J.P. Morgan for over 13 years. She is currently VP Human
Resources, based in Dubai with responsibility for heading the HR function for United Arab Emirates,
Egypt, Lebanon and Qatar. She is responsible for driving th e people agenda across Lines of Business in
the areas of recruitment & talent management, compensation & benefits management, employee relations,
performance management, employee engagement and risk & control.
Ms. Ovegren previously held various HR positio ns in Bahrain and Sweden. She is a certified Health
Coach and holds a Bachelor of Social Science with a major in Psychology as well as a CIPD certificate.
Marco Roque – Proposed Director
Mr. Roque is currently the Chief Executive Officer for Cassiar Gold C orp., a Canadian gold exploration
company focused on projects in British Columbia. He is also an advisor at Emerging Markets Capital, an
investment firm based in Hong Kong investing primarily in mining projects listed on the T oronto Stock
Exchange and Australian Securities Exchange , in a mix of pre -discovery, exploration, development and
producing stage companies with a focus on projects based in Canada, Australia, Mexico and South
America.
Mr. Roque began his career in private banking with Millennium BCP, a large Portuguese bank and joined
Barclays Capital in 2007, where for several years he spearheaded the Portuguese derivatives and
structured products team with a focus on commodities. Mr. Roque is a CFA charter holder, has earned an
MBA from Hong Kong University of Science and Technology and London Business School, a Masters in
Finance from Nova School of Business and Economics in Lisbon , as well as an undergraduate
Management degree from the same school.
Related Party Matters and Shareholder Approval
The completion of the Acquisition will constitute an “Arm’s Length Transaction” under Policy 5.2. None
of the directors or officers of Bayshore have any direct or indirect interest in Infinitum.
Conditions to Closing
Completion of the Acquisition will be subject to a number of conditions, including Exchange acceptance.
Key conditions include:
receipt of all regulatory and third party approvals, including the approval of the Exchange;
approval of the shareholders of Bayshore, Subco and Infinitum, including Bayshore shareholder
approval to the continuation of the Company from Alberta into British Columbia following
closing.
completion of the Financing, the Consolidation, the Bayshore Disposition and the Bayshore Debt
Restructuring;
satisfactory due diligence by each party of the other;
the Company will have made arrangements for the cancellation, sub-letting or continued payment
of rent by a third party, with respect to the Company’s existing office lease, commencing from,
on or prior to closing, on terms and conditions reasonably satisfactory to Infinitum;
no material adverse changes to the businesses of Bayshore or Infinitum;