Bayshore Petroleum Corp.
TSX VENTURE : BSH

April 26, 2016 18:09 ET

Bayshore Petroleum Corp Completes Private Placement Financings

CALGARY, ALBERTA--(Marketwired - April 26, 2016) -

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

Bayshore Petroleum Corp. ("Bayshore" or the "Company") (TSX VENTURE:BSH) announced originally, on November 26, 2015, a non-Brokered Private Placement of five million common shares for gross proceeds of $1.5 million at $0.30 per share. On December 31, 2015, this private placement to accredited investors was re-priced to $0.15 and a first tranche of financing closed. This first closed tranche was 213,333 common shares for gross proceeds of $32,000. A second tranche of 256,287 common shares was closed on March 2, 2016, for gross proceeds of $38,443, and subject to TSX Venture Exchange approval, this shall conclude the financing announced on November 26, 2015. Neither tranche incurred finder fees. Therefore, the total for the financing was 469,620 common shares for $70,443 gross proceeds at a price of $0.15/share.

The Company announces, as of today's date, it has further closed, subject to TSX Venture Exchange approval, a non-brokered Private Placement of securities, in total consisting of the sale of 2.4 million units ("Units") at $0.1125 per unit. Each Unit consists of one common share in the capital of Bayshore and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire an additional common share of the Company at an exercise price of $0.20 per share, available for a term of 24 months from closing. Therefore, Bayshore issued 2.4 million Units and received gross proceeds of approximately $270,000. Finder's fees of approximately $27,000 were paid to a Canadian finder at arms-length to the Company. The use of proceeds for both the financing above and the Unit financing is for general corporate purposes and working capital, and to further pursue the ET transaction as detailed below. There is a hold period of four months during which the Unit shares cannot be traded. The private placement completed above, which issued common shares at $0.15 per share, is also similarly restricted, in that there is a hold period of four months during which the shares cannot be traded.

On December 9, 2015, Bayshore announced it had entered into an arms-length Binding Letter of Intent (the "BLOI") to merge with E-T Energy Ltd. ("ET"), a private Alberta corporation with oil sands leases and past production in the Poplar Creek, Fort McMurray area of Alberta. The Company updated this process in December 31, 2015, January 29, 2016, and March 2, 2016, news releases.

Under the BLOI, Bayshore and ET (together the "Parties") intend to raise capital and enter into a transaction pursuant to which the Parties will combine their businesses and operations and continue as Bayshore. The Parties have conducted due diligence and shall enter into a definitive agreement (the "Definitive Agreement") to combine the businesses. Comprehensive, intensive discussions are proceeding at ET and at Bayshore as to the appropriate terms for the Definitive Agreement. Bayshore continues to pursue potential financings at this time in support of the deal with ET. The financings above are considered to be separate from the potential financings for the ET transaction. Each of the parties possessing sufficient financial resources to meet their obligations and fund working capital in connection with the transaction are conditions of the closing of the contemplated transaction. At the conclusion of the financing activity the Company will be in a position to enter a Definitive Agreement.

Bayshore will also issue a filing statement or information circular in due course that provides all of the information required for shareholder review, and it shall hold a shareholder meeting. One or more aspects of the final agreement may be subject to regulatory review and approval, and the transaction in total is subject to TSX Venture Exchange acceptance. Bayshore shares are halted from trading currently, and shall remain halted from trading pending receipt of applicable documentation by the TSX Venture Exchange.

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. Cold catalytic Cracking (CCC) enables the upgrading of heavy crude oil and bitumen directly into diesel. This technology, and other technologies such as desulphurization using ultrasonic oxidation, increase the sales price quality adjustment, reduce the need for diluent and other costs in the transportation of heavy oil or dilbit, and expedite the end to end process of delivering fuels to the downstream user.

About E-T Energy Ltd.

ET is a private, Calgary-based company focused on bitumen extraction from the oil sands and heavy oil recovery through the use of a patented, proprietary, efficient, and environmentally friendly extraction process called "The Electro-Dynamic Stripping Process" ("ET-DSP™"). This process uses electricity to heat and mobilize the oil present in oil sands and heavy oil reservoirs so that it can be produced quickly, cost effectively and efficiently. ET-DSP™ offers several advantages that ET believes will make it the technology of choice for a significant quantity of bitumen and shallow heavy oil resources that currently do not have a suitable extraction method, including an established technology, minimal water use, rapid recovery of affected lands, lower energy use, and substantially reduced greenhouse gas emissions.

ET owns 3,200 hectares of bitumen rights in the Athabasca Oil Sands at Poplar Creek, Alberta, where it has field-tested its ET-DSP™ technology to May 2013. ET holds a royalty free right to use ET-DSP™ for the production of heavy oil and bitumen. ET is controlled by its CEO Dr. Bruce C.W. McGee, who holds in excess of 20% of the common shares of ET, and is expected to be an insider of Bayshore after the closing of this transaction.

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. This press release may also contain forward-looking or subjective information regarding technology, processes, and the oil and gas industry. 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 and oil and gas 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, technology and technology implementation, 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.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. 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 to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Bayshore should be considered highly speculative.

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 Head Office:
    PHONE +1403 265 8820; FAX +1403 290 6565
    ccc@bayshorepetroleum.com
    14 - 3515 27th Street N.E.
    Calgary, Alberta, T1Y 5E4
    Canada