Bayshore Enters Into Letter of Intent to Acquire Infinitum Copper Corp. - Seite 2

• receipt of all regulatory and third party approvals, including the approval of the Exchange;
• approval of the shareholders of Bayshore and Infinitum;
• satisfactory due diligence by each party of the other;
• no material adverse changes to the businesses of Bayshore or Infinitum;
• receipt of required financial statements of Infinitum and NI 43-101 technical reports on the material properties of Infinitum, each in form and substance reasonably satisfactory to Bayshore; and
• other customary conditions to closing.

Transactions on Closing

Upon completion of the Acquisition, BSH will:

(i)	issue BSH Consolidated Shares to the holders of Infinitum shares on a one-for-one basis. It is anticipated Infinitum will have 26,450,000 outstanding Infinitum shares at closing; and
(ii)	issue BSH Consolidated Shares to Minaurum on the basis that Minaurum will hold 16% of the aggregate number of BSH Consolidated Shares outstanding on closing (such that Minaurum will receive 5,609,524 BSH Consolidated Shares, more or less).

It is anticipated that current shareholders of Bayshore will own approximately 11.34% of the outstanding common shares of Bayshore upon completion of the Acquisition.

It is also anticipated that Bayshore will change its name to a name determined by Infinitum in connection with completion of the Acquisition.

On closing, the Company’s Board of Directors and management team will be reconstituted to consist of a number of directors determined by Infinitum. The names and a description of the new directors will be set out in a further comprehensive news release to follow in accordance with Exchange Policy 5.2.

Shareholder Approval

The Acquisition will be a “Reverse Takeover” under the policies of the Exchange and therefore will require approval of the shareholders of Bayshore.

It is anticipated that Bayshore will seek approval of its shareholders either at a special meeting of shareholders to be held on or before July 30, 2021 (the “Bayshore Shareholder Meeting”), or, if permitted by the Exchange, by the written consent of the holders of a majority of Bayshore’s outstanding shares. It is anticipated shareholders will be requested to approve: (A) the Acquisition, (B) the change of name of Bayshore to such name as may be specified by Infinitum, (C) the election of new directors, (D) the Consolidation, (E) any change of control which may arise pursuant to the Acquisition, (F) the continuation of Bayshore from Alberta to British Columbia, and (G) such other matters that may be reasonably required in order to give effect to the Acquisition.