Bayshore Petroleum Corp.
TSX VENTURE : BSH

July 22, 2011 18:57 ET

Bayshore Petroleum Corp. Announces Exercise of Option and Shareholder Approval

CALGARY, ALBERTA--(Marketwire - July 22, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE U.S.

Bayshore Petroleum Corp. (TSX VENTURE:BSH) ("Bayshore" or the "Corporation") announced today that, in accordance with the previously announced subscription agreement dated June 16, 2011, between the Corporation and Excel Team Holdings Ltd. ("Excel"), Excel has exercised its option to acquire an additional 5,142,857 units ("Units") at a price of $0.175 per Unit for gross proceeds of $900,000. Excel and its designees are now obligated to purchase an aggregate of 8,571,429 Units (the "Private Placement"), subject to the satisfaction of certain closing conditions.

Each Unit will consist of one (1) common share (the "Common Share") in the capital of the Corporation and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.20 for a period of three years following the date of issuance.

In addition, approximately 54.6% of the disinterested holders of Common Shares have approved the Private Placement and the reconstitution of Bayshore's management in the manner described in Bayshore's press release of June 16, 2011.

The completion of the Private Placement remains subject to a number of conditions and approvals including, but not limited to, the approval of the Transaction and reconstitution of Bayshore's management by the TSX Venture Exchange.

Forward Looking and Cautionary Statements

This news release may include forward-looking statements concerning the completion of the Private Placement, the composition of the new management group and required regulatory and other approvals. When used in this document, the words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements.

The forward-looking statements are founded on the basis of expectations and assumptions made by Bayshore, which include, but are not limited to, the timing of the receipt of regulatory and third party approvals, the future operations of, and transactions completed by, Bayshore well as the satisfaction of other conditions pertaining to the completion of the Private Placement and the reconstitution of Bayshore's management.

Forward-looking statements are subject to a wide range of risks and uncertainties, and although Bayshore believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized.

Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, required regulatory and other approvals not being obtained in the manner or timing set forth in the Agreement, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in general market conditions and other factors more fully described from time to time in the reports and filings made by Bayshore with securities regulatory authorities.

Except as required by applicable law, Bayshore does not undertake any obligation to publicly update or revise any forward-looking statements.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Bayshore Petroleum Corp.
    Alan M. Tang
    President and Chief Executive Officer
    (403) 269-2823