Vancouver, British Columbia – December 23rd, 2020 – Freeform Capital Partners Inc. ("Freeform") (TSXV: FRM.P) and Bayshore Minerals Incorporated (“Bayshore”) are pleased to announce the closing on December 23, 2020 of the business combination of Bayshore and Freeform originally announced on September 1, 2020. The business combination is Freeform’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Qualifying Transaction”). As part of the Qualifying Transaction, Freeform has changed its name to Gold Mountain Mining Corp. (“Gold Mountain”).
CEO Kevin Smith commented, “We are pleased to have completed the amalgamation with Bayshore to form Gold Mountain. Gold Mountain will provide investors with the opportunity to capitalize on a strengthening gold market by investing in the Elk Gold Project, a high grade gold and silver development project located in South Central, British Columbia.”
Transaction Summary
The Qualifying Transaction was completed by way of three-cornered amalgamation between Freeform, Bayshore and a wholly owned subsidiary of Freeform (“Acquireco”) whereby Bayshore and Acquireco amalgamated to form a new entity (“Amalco”), and Amalco became a wholly owned subsidiary of Freeform. Gold Mountain, the combined company resulting from the completion of the Qualifying Transaction will trade on the TSXV under the symbol GMTN.v. Gold Mountain will be listed on the TSXV as a Tier 2 Mining Issuer prior to the end of December. See Pro Forma Share Capitalization below for a summary of Gold Mountain’s share capital following the Qualifying Transaction.
Bayshore Concurrent Financing
On November 24, 2020, the Company announced Bayshore’s completion of an offering of 5,185,433 subscription receipts (“Subscription Receipts”) at a price of $0.90 per Subscription Receipt (the “Bayshore Private Placement”) raising gross proceeds of $4,666,889.70. With the closing of the Qualifying Transaction, the escrow release conditions of the Subscription Receipts have been fulfilled and, following deduction of the Bayshore Private Placement agent’s fees and expenses, net proceeds of approximately $4,200,000 have been released to Gold Mountain.
Each Subscription Receipt was ultimately exchanged for one common share of Gold Mountain and onehalf of one common share purchase warrant of Gold Mountain (each whole common share purchase warrant, a “Subscription Receipt Warrant”). Each Subscription Receipt Warrant is exercisable for one common share of Gold Mountain at an exercise price of $1.20 until December 23, 2023. The Subscription Receipt Warrants are callable by Gold Mountain, at its sole discretion, should the daily volume weighed average trading price of its common shares on the TSX Venture Exchange exceed $2.00 for a period of ten consecutive trading days at any time during the term of the Subscription Receipt Warrant, subject to adjustment in certain circumstances.
Bayshore paid certain fees to the Bayshore Private Placement agents which is more particularly described in the November 24, 2020 news release.
Gold Mountain Share Capital
The following table sets out the share capital for Gold Mountain following the closing of the Qualifying Transaction:
|
Description of Issue |
Number of securities in Gold Mountain Mining Corp. |
|
Outstanding Freeform Shares prior to the Qualifying Transaction |
10,700,000 |
|
Issued as Freeform Payment Shares to certain Bayshore Shareholders1 |
32,815,545 |
|
Issued to holders of Bayshore Special Warrants2 |
272,000 |
|
Issued to subscribers of the Bayshore Private Placement |
5,185,433 |
|
COMMON SHARES OUTSTANDING |
48,972,978 |
|
Issuable on exercise of Freeform Options |
250,000 |
|
Issuable on exercise of Freeform Replacement Options to former Bayshore Option Holders |
3,098,853 |
|
Issuable on the exercise of Freeform Agent Options (issued to Freeform’s IPO agents) |
300,000 |
|
Issuable on exercise of the Subscription Receipt Warrants |
2,592,716 |
|
Issuable on the exercise of Bayshore Private Placement Broker Warrants |
296,624 |
|
TOTAL FULLY DILUTED |
55,511,171 |
- These Common Shares are subject to a release schedule whereby the shares will be released over a two-year period. Twenty five percent (25%) of these shares will be released every six (6) months beginning June 23, 2021. This release schedule is separate from the escrow and seed share resale restrictions applying to certain securities held by Principals and Non-Principals. For detailed description of all applicable escrow provisions and resale restrictions, please see the Filing Statement dated December 24, 3030 a copy of which is filed on the Company’s SEDAR profile.
- The Bayshore Special Warrants were issued as part of a crowdfunding campaign that closed on September 25,
2019 and were issued pursuant to Multilateral Instrument 45-535 Start-up Registration and Prospectus Exemptions. The Bayshore Special Warrants converted into Bayshore Shares immediately prior to the completion of the Qualifying Transaction.
Changes in Board and Management
As part of the Qualifying Transaction, the Company made changes to its board and management. Joining the Company’s management team from Bayshore will be Braydon Hobbs as Chief Financial Officer, Grant Carlson as Chief Operating Officer, Ronald Woo as President and Alex Bayer as General Counsel and Corporate Secretary. Joining Gold Mountain as incoming directors are Blake Steele, Gerald Carlson and Keith Minty. Detailed biographies for all of the incoming members of the board and management, are set out in the Company’s press release dated September 1, 2020.
Also joining the Company as advisors are Stuart “Tookie” Angus and Daniel Kunz, both mining heavy weights with a wealth of experience in the capital markets and the mining industry where they have developed, financed and brought into production numerous projects.
Leaving Freeform management and the board are Jeremy Wright, Alex Suelzle and Bryce Clark. The Company acknowledges each of their contributions to the formation of the Company and the completion of the Qualifying Transaction.
Filing Statement
Details of the Qualifying Transaction are contained in the Company’s filing statement dated December 14, 2020 filed under the Company’s profile at www.sedar.com.
About Gold Mountain
Gold Mountain is a 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.
For further information, please contact:
Gold Mountain Mining Corp.
Kevin Smith
Phone: 604-309-6340
Director and Chief Executive Officer
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
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 the strengthening of a gold market or the ability to successfully develop the Elk Gold Project. 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.
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.
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.
