Bayshore Petroleum Corp.
TSX VENTURE : BSH

June 16, 2011 21:46 ET

Bayshore Petroleum Corp. Announces Financing and New Management Group

CALGARY, ALBERTA--(Marketwire - June 16, 2011) -

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

Bayshore Petroleum Corp.(TSX VENTURE:BSH) (the "Corporation") is pleased to announce that it has entered into a definitive subscription agreement (the "Agreement") with Excel Team Holdings Ltd. ("Excel") which provides for (i) the non-brokered private placement (the "Private Placement") to Excel of $600,000 of units (the "Units") at a price of $0.175 per Unit; (ii) the non-brokered private placement of up to $900,000 of additional Units at a price of $0.175 per Unit to Excel or its designees at the option of Excel; and (iii) the appointment of a new management group (collectively, the "Transaction").

Pursuant to the Agreement, Excel will subscribe for 3,428,572 Units of the Corporation at a price of $0.175 per Unit. 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, Excel or those persons designated by Excel will have the option to purchase up to an additional 5,142,857 Units at a price of $0.175 on the closing date of the Private Placement.

The Agreement also provides that, upon closing of the Private Placement, all current officers and directors of the Corporation other than Stuart Chow will tender their resignation. The new board of directors will be comprised of Messrs. Chow, Ho and Cheng. The Corporation's new management team shall include Mr. Ho as Chief Executive Officer and a new chief financial officer.

Excel is a China-based investment firm which is involved in establishing, exploring and exploiting unconventional gas in China. Excel is also involved in setting up a stimulation service company (Multi-Century Technology Inc.) to serve the Chinese coalbed methane industry. At the present time, Excel does not hold any Common Shares. Following the completion of the Private Placement, Excel will hold approximately 33% of the outstanding Common Shares. In the event the Option is fully subscribed, Excel and its designees will hold approximately 55% of the outstanding Common Shares.

Mr. Peter Ho is currently Chairman of Excel. Mr. Ho, a professional engineer in Alberta, Canada has vast experience in creating values for shareholders of the group companies and executed the mandate to be an active operator and service provider of unconventional gas resources in China.

Mr. C. F. Cheng is currently the Chief Executive Officer of Multi Century Technology Development Ltd., a subsidiary of Excel Team Holdings Ltd., and is based in Beijing. Mr. Cheng has more than 35 years of legal commercial practice in Hong Kong and Mainland China and has served as a director of or legal counsel to various public and private international companies in his career.

Mr. Stuart Chow is currently the President of Bravo Energy Inc. and serves as a director of Bayshore and AvenEx Energy Corp. Previously, Mr. Chow was president of Onward Energy Inc. and Ryanda Resources Ltd. Mr. Chow is a professional engineer with more than 30 years of experience in the oil and gas industry. He graduated with a Bachelor of Science degree in Mechanical Engineering from the University of Calgary."

It is anticipated that the proceeds of the financing will be used to oil and gas exploration and development and service activities, including unconventional gas opportunities in China as well as for general corporate purposes.

The completion of the Transaction is subject to a number of conditions and approvals including, but not limited the approval of the Transaction by the TSX Venture Exchange and a majority of the disinterested shareholders of Bayshore and completion of the Private Placement on or before August 15, 2011. Disinterested shareholder approval may be achieved by Bayshore obtaining written consent from disinterested shareholders holding not less than 50.1% of the outstanding Bayshore common shares (the "Written Consent"). In the event the Written Consent is not obtained, the Agreement provides that Bayshore may proceed with a meeting of shareholders to approve the Transaction. Shareholders who wish to obtain a copy of the Written Consent may contact Alan M. Tang, President and Chief Executive Officer of Bayshore, at the telephone number set forth below.

The board of directors of Bayshore has approved the Agreement and recommends that the Bayshore shareholders approve the Transaction. Management of Bayshore have not entered into agreements to support the Transactions; however it is anticipated that such individuals, who in the aggregate hold approximately 15.4% of the outstanding Common Shares, intend to sign the Written Consent and vote their Common Shares in favour of the Transaction at any meeting of the Bayshore shareholders called to approve the Transaction.

Forward Looking and Cautionary Statements

This news release may include forward-looking statements concerning the completion of the Transaction, the composition of the new management group and required shareholder and regulatory 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 the required shareholder, 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 Transaction.

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, shareholder, regulatory and third party 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 laws, 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.

Neither the 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.

Contact Information

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