Bayshore Petroleum Corp.
TSX VENTURE : BSH

November 10, 2014 17:34 ET

Bayshore Petroleum Corp Closes Convertible Debenture Private Placement and Shares for Existing Debt and Services

CALGARY, ALBERTA--(Marketwired - Nov. 10, 2014) -

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

On October 16, 2014, Bayshore Petroleum Corp. ("Bayshore" or the "Company") (TSX VENTURE:BSH) announced it had completed agreements with several parties to reduce debt and payables for services in order to conserve cash and lower financial risk, subject to TSX Venture Exchange acceptance. It has now received acceptance and closed these transactions, as follows:

Bayshore reached agreement with two debt-holders who are also directors/insiders of the Company. These debt-holders lent a total of $455,008 to the Company. The debt-holders agreed to exchange $229,308 of this debt for a convertible debenture (the "CD"). The issuance of the CD constitutes a non-brokered private placement. The CD has a 5% interest rate and is fully or partially convertible to common shares of the Company at $0.185/share. Full conversion of the CD would result in the issuance of 1,239,503 shares of the Company. The CD has a two year term at the end of which the debt must be repaid or renegotiated. The CD also has a forced-conversion feature that is triggered if the share price trades above $1/share for more than 10 consecutive trading days. No fees were paid to anyone to arrange this private placement. There is a four month plus one day trading hold on all shares issued under TSX Venture Exchange policy.

The remaining $225,700 of debt from the above total of $455,008 has been repaid via the issuance of 1,220,000 common shares of the Company at a deemed price of $0.185. These shares have a four month and one day trading hold, which expires on March 12, 2015.

In addition, four consultants to the Company have agreed to accept shares in consideration for services previously provided to the Company. The value of the services totals $60,661 and was paid with 327,897 common shares at a share price of $0.185/share. One of the consultants is now the CFO and a Director of the Company. He invoiced the Company for consulting services prior to September 23, 2014, when he was appointed CFO. The issued shares also have a four month and one day trading hold, which expires on March 12, 2015.

About Bayshore Petroleum Corp.

Bayshore is a Calgary, Alberta-based corporation focused on the exploitation of technology that increases the productivity and profitability of heavy oil and bitumen. The Company's cold catalytic cracking process, and other technologies like desulphurization using the ultrasonic oxidation process, reduce upgrading and refining costs, reduce the need for diluent and other measures and costs in the transportation of oil, and expedite the end to end process of delivering fuels to the downstream user.

On behalf of the Board of Directors

BAYSHORE PETROLEUM CORP.

Peter Ho, President and CEO

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States. The Company's 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.

Cautionary Statements

Statements in this press release may contain forward-looking information including expectations of future production, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the company. These risks include, but are not limited to, the risks associated with the mining industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.

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