Seashore Signs Letter of Intent to Acquire Kingfisher Resources Ltd.
SEASHORE RESOURCE PARTNERS CORP.
(TSX-V: SSH.P)
SEASHORE SIGNS LETTER OF INTENT TO ACQUIRE KINGFISHER
RESOURCES LTD.
Vancouver, B.C. – July 23, 2020 – Seashore Resources Partners Corp. (“SSH” or the “Company”), a capital
pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V”), announces that it has
entered into an arm’s length binding letter of intent dated July 16, 2020 with Kingfisher Resources Ltd.
(“KFR”) whereby SSH will acquire all of the issued and outstanding securities of KFR by way of a share
exchange, amalgamation or such other form of business combination as the parties may determine.
Upon successful completion of the proposed acquisition of the securities of KFR (the “Transaction”), it is
anticipated that the Company will be listed as a Tier 2 Mining issuer on the TSX -V and will carry on the
business of KFR. The Transaction is intended to constitute the Company’s ‘qualifying transaction’ pursuant
to Policy 2.4 of the TSX-V.
Transaction Summary
Pursuant to the Transaction, the Company will issue common shares in the capital of SSH (“SSH Shares”)
to the holders of common shares in the capital of KFR (“KFR Shares”) on the basis that SSH will issue up
to one SSH Share for each KFR Share outstanding.
The Transaction is an arm’s length transaction. Upon the completion of the Transaction, it is expected that
KFR will become a wholly owned subsidiary of the Company (the “Resulting Issuer”). No advances to be
made by the Company to KFR are contemplated by the letter of intent and no finder’s fees are payable in
connection with the Transaction.
The Company currently has 5,2 00,000 SSH Shares issued and outstanding, as well as 400,000 stock
options and 42,000 broker warrants to acquire SSH Shares, each exercisable at $0.10 per share.
The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties
entering into a definitive agreement with respect to the Transaction on or before August 15, 2020 (such
agreement to include representations, warranties, conditions and covenants typical for a transaction of this
nature), the completion of satisfactory due diligence investigations, the completion of a private placement
by KFR of subscription receipts for gross proceeds of a minimum of $750,000, as further described below,
and the approval of the TSX -V and other applicable regulatory authorities. All dollar figures referenced
herein, unless otherwise specified, refer to Canadian dollars.
As the Transaction is not a 'non-arm's length transaction' as defined by TSX-V policies, it is not anticipated
that shareholder approval for the Transaction will be required or sought.
Trading in SSH Shares will remain halted pending the satisf action of all applicable requirements of Policy
2.4 of the TSX-V. There can be no assurance that trading of SSH Shares will resume prior to the completion
of the Transaction. Further details concerning the Transaction (including additional financial and
shareholder information regarding KFR) and other matters will be announced if and when a definitive
agreement is reached.
Information Concerning KFR
KFR is a privately held mining exploration company with its head office in Vancouver, British Columbia. It
currently has 28,103,802 common shares issued and outstanding. There are no persons holding a
controlling interest in KFR.
SEASHORE RESOURCE PARTNERS CORP.
(TSX-V: SSH.P)
KFR’s operations are focused on world class and underexplored district scale properties in British
Columbia, with three 100% owned district scale projects that offer potential exposure to high-grade gold,
silver, copper, and zinc. More specifically, the properties consist of the Goldrange property located in south
central British Columbia that consists of 22 mineral claims covering 16,328 hectares, the Thibert property
located in northern British Columbia that consists of 8 mineral claims covering 12,475 hectares, and the
Ecstall property (the “Property”), an early stage exploration property consisting of 28 mineral claims (25,017
hectares), located in the Skeena Mining Division, 56km southeast of Prince Rupert, British Columbia.
KFR completed a three-phase exploration program in 2019 on the Property that consisted of rock sampling,
soil sampling, and stream sediment sampling, in addition to a 1501-line kilometer airborne VTEM survey
consisting of variable time domain electromagnetics and magnetics. Results of the airborne geophysical
survey indicate numer ous electromagnetic conductors across the length of the 49km -long Property.
Geochemical work in 2019 identified a new zone of mineralization, the “Shiner Zone”, where ~400m of
mineralization typical of VMS deposits was discovered following up on the geophy sical survey. The 2019
exploration program in addition to a review of historic data warrants future exploration to follow up on
geophysical anomalies as well as further refining targets at the Shiner Zone. A $200,000 program consisting
of mapping and detailed rock sampling is recommended with potential future drill testing contingent on initial
work. To date, KFR has spent approximately $541,687 on exploration activities on the Property.
The technical information in this news release has been prepared by Christopher Dyakowski, P. Geo., the
author of the technical report on the Property, which will be filed under the SEDAR profile of the Company
in due course, and a qualified person within the meaning of National Instrument 43- 101 - Standards of
Disclosure for Mineral Projects.
Selected Financial Information about KFR
The following table sets out selected financial information from Kingfisher’s unaudited financial statements
as of March 31, 2020. The information provided herein should be read in conjunction with such financial
statements, which will be included in the filing statement being prepared in connection with the Transaction
and will be filed on www.sedar.com in due course.
Interim Period Ended
March 31, 2020
Total Assets $1,067,417
Total Liabilities $2,367
Deficit ($149,575)
Working Capital $259,897
Revenues Nil
Expenses $80,154
Net Earnings (Loss) ($80,154)
Management and Board of Directors
Upon completion of the Transaction, it is expected that all the directors and officers of SSH , other than
Chris Beltgens, will resign and be replaced by nominees of K FR. The following sets out the names and
SEASHORE RESOURCE PARTNERS CORP.
(TSX-V: SSH.P)
backgrounds of all persons who are expected to be the officers and directors of the Resulting Issuer, with
the addition of a CFO to be announced at a later date:
Dustin Perry, CEO and Director. Mr. Perry is an exploration geologist and entrepreneur with over 13 years
in the mining sector. He has worked on over 50 exploration projects throughout British Columbia, the Yukon
and Mexico. He received a B.Sc Geology from the University of British Columbia and is a registered
professional geologist with the Association of Professional Engineers and Geoscientists of BC.
David Loretto, President and Director. Mr. Loretto is an exploration geologist and entrepreneur, having
received a B.Sc (Hons) in Geological Sciences from Queen’s University and was an exploration team
member on the Brucejack deposit with Pretium Resources Inc. (TSX: PVG). He has over 10 years of
experience in the resource sector working in both technical and management capacities and has been
involved with exploration in British Columbia, the United States and New Zealand. Mr. Loretto currently
serves as a director for Interlapse Technologies C orp. (TSX- V: INLA) and PLB Capital Corp. (TSX -V:
PLB.P).
Chris Beltgens , Director. Mr. Beltgens has over 10 years of investment, business development and
corporate finance experience. Since April 2016, he has been the Vice President of Corporate Development
for TAG Oil Ltd. (TSX- V: TAO) . Prior thereto from 2013 to 2016, he was the corporate development
manager for East West Petroleum Corp. (TSX-V: EW). Mr. Beltgens previously spent six years in London
working in investment banking covering international oil & gas exploration and production companies and
where he assisted in raising capital for the sector. Mr. Beltgens has completed the CFA program, received
an MBA from the University of Toronto and a B.Sc from the University of Victoria.
Zach Flood, Director. Mr. Flood is an experienced geologist who has managed mineral exploration in
countries around the world for the past 15 years. Zach is co-founder, President and a Director of Kenorland
Minerals Ltd. , an established project generator, focussed on exploration in North America, as well as
President, CEO and a Director of Northway Resources Corp. (TSX-V: NTW).
Giuseppe (Pino) Perone, Corporate Secretary. Mr. Perone is a lawyer by background and has extensive
corporate experience that stems from practicing as corporate counsel, as well as serving as an executive
and director, for various public and private companies in the resource and technology sectors. Mr. Perone
currently acts as General Counsel and Corporate Secretary of TAG Oil Ltd. (TSX -V: TAO), as President,
Corporate Secretary and a director of Interlapse Technologies Corp. (TSX -V: INLA), as CEO, CFO,
Corporate Secretary and a director of PLB Capital Corp. (TSX-V: PLB.P) and as a director of McorpCX,
Inc. (TSX-V: MCX). Mr. Perone holds a B.A. from the University of Victoria and an LL.B. from the University
of Alberta and has been a member in good standing of the Law Society of British Columbia since 2006.
Private Placement
Pursuant to the letter of intent , it is a condition of the Transaction that K FR will be responsible for the
completion of a private placement (the “Private Placement”) to raise a minimum of $750,000 at a price per
common share to be determined and completed with the Transaction. The Private Placement may be
completed in K FR or the Resulting Issuer or both, as agreed by the parties. KFR intends to use the net
proceeds of the Private Placement to fund the Transaction, to develop its business and for working capital
and general corporate purposes.
This release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in
the United States. The securities of the Company and KRL 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 regist ered under
the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such
registration.
SEASHORE RESOURCE PARTNERS CORP.
(TSX-V: SSH.P)
Sponsorship
The Transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those
requirements is granted. The Company intends to apply for an exemption from the sponsorship
requirements; however, there can be no assurance that an exemption will be obtained. If an exemption
from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement
to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to
the merits of the Transaction or the likelihood of its completion.
Trading Halt
Trading in SSH Shares has been halted as of July 20, 2020 and will remain halted pending the satisfaction
of all applicable requirements pursuant to Policy 2.4 of the TSX-V.
Name Change
Upon completion of the Transaction, the Company intends to change its name to “Kingfisher Metals Corp.”
or such other name as KFR may determine, and the parties expect that the TSX-V will assign a new trading
symbol for the Resulting Issuer.
For further information, please contact:
Hugh Rogers
CEO
Seashore Resources Partners Corp.
Phone: 604-650-6162
E-Mail: [email protected]
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX -
V) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer and Forward-Looking Information
Statements contained in this release that are not historical facts are forward-looking statements that involve
various risks and uncertainty affecting the business of SSH. In making the forward-looking statements, SSH
has applied certain assumptions that are based on information available, including SSH’s strategic plan for
the near and mid-term. There can be no assurance that such information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in su ch statements. Accordingly,
readers should not place undue reliance on forward-looking information. SSH does not undertake to update
any forward-looking information, except in accordance with applicable securities laws.
The TSX -V has in no way passed upon the merits of the Transaction and has neither approved nor
disapproved the contents of this news release.
All information contained in this news release relating to KFR was provided by KFR to the Company for
inclusion herein. The Company has not independe ntly verified such information and shall bear no liability
for any misrepresentation contained therein.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX -V
acceptance and if applicable pursuant to TSX -V 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.
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
SEASHORE RESOURCE PARTNERS CORP.
(TSX-V: SSH.P)
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.