Bayshore Minerals Inc.

Bayshore Minerals Inc. is a technically driven, capital efficient mining and exploration company focused on delivering shareholder value through project acquisition and mining operational excellence. The Company’s management team is highly experienced with a record of success in the advancement and monetization of exploration and mining assets.

Bayshore Minerals has an extensive multidisciplinary technical advisory team and is focused on commissioning and operating high-grade gold deposits in established favourable mining jurisdictions.

The Team

Ronald Woo

Position at Issuer: Director and CEO
Municipality of Residence: Vancouver, BC
Email Address: ron@bayshoreminerals.com
Principal Occupation for the Last Five Years: COO of Rover Metals Corp., a TSX-V listed minerals exploration company

Grant Carlson

Position at Issuer: Director and COO
Municipality of Residence: Vancouver, BC
Principal Occupation for the Last Five Years: Mining Engineer for SRK Consulting

Braydon Hobbs

Position at Issuer: CFO
Municipality of Residence: Vancouver, BC
Principal Occupation for the Last Five Years: Senior Associate, Audit and Assurance, BDO Canada LLP; Manager, Audit and Assurance, Private Markets and Early Capital Markets, Deloitte UK LLP; Director of Finance, Woodbridge Homes; Manager, Audit and Assurance, BDO Canada LLP; Associate, Industrial Sales and Leasing, Frontline Real Estate

Michael Sweatman

Position at Issuer: Director
Municipality of Residence: Delta, BC
Principal Occupation for the Last Five Years: Director and Chairman of Nevada Sunrise Gold Corp.

Contact Us

Bayshore Minerals Inc.

Company Website: Bayshore Minerals

Head Office Address: 1000 – 1285 West Pender Street, Vancouver, BC V6E 4B1

Company Phone Number: 778-869-7699

Company Email Address: ron@bayshoreminerals.com

Offering Document

Full legal name: Bayshore Minerals Inc.

Head office address: 1000 – 1285 West Pender Street, Vancouver, BC V6E 4B1

Telephone: 778-869-7699

Website URL: http://www.bayshoreminerals.com

Fax: n/a

Company Contact Person

Full legal name: Ronald Woo

Position held with the issuer: Director and CEO

Business address: 1000 – 1285 West Pender Street, Vancouver, BC V6E 4B1

Business telephone: 778-869-7699

Fax: n/a

Business e-mail: ron@bayshoreminerals.com

Business Overview

A more detailed description of the issuer’s business is provided below.

Bayshore Minerals is developing the Elk Gold Deposit (the “Elk Gold Deposit”) which it recently purchased from Equinox Gold Corp. for total consideration of US$10,000,000.  The Elk Gold Deposit is a thoroughly explored, past-producing gold mine in southern British Columbia, Canada, with a National Instrument 43-101 Standards of Disclosure for Mineral Projects compliant measured, indicated and inferred resource estimate and exploration potential.

Management

Full legal name: Ronald Woo

Municipality of residence: Vancouver, BC

Email address: ron@bayshoreminerals.com

Position at issuer: Director and Chief Executive Officer

Principal occupation for the last five years: COO of Rover Metals Corp., a TSX-V listed minerals exploration company.

Expertise, education, and experience that is relevant to the issuer’s business: Mr. Woo has 20 years of experience working at mining companies.

Number and type of securities of the issuer owned: 1,675,000 Common Shares

Date securities were acquired and price paid for the securities: April 11, 2019 at $0.001 per Common Share, April 11, 2019 at $0.005 per Common Share and April 30, 2019 at $0.02 per Common Share

Percentage of the issuer’s securities held as of the date of this offering document: 3.33%

  A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

  A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

  A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

  An offence under the criminal legislation of any other foreign jurisdiction:

  (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:

  (c) is or has been the subject of a bankruptcy or insolvency proceeding:

  (d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:

Full legal name: Grant Carlson

Municipality of residence: Vancouver, BC

Position at issuer: Director and Chief Operating Officer

Principal occupation for the last five years: Mining Engineer for SRK Consulting

Expertise, education, and experience that is relevant to the issuer’s business: Mr. Carlson has 14 years of experience as P. Eng Mining for public companies and consulting companies.

Number and type of securities of the issuer owned: 2,925,000 Common shares

Date securities were acquired and price paid for the securities: April 11, 2019 at $0.001 per Common Share, April 11, 2019 at $0.005 per Common Share and April 30, 2019 at $0.02 per Common Share

Percentage of the issuer’s securities held as of the date of this offering document: 3.33%

  A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

  A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

  A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

  An offence under the criminal legislation of any other foreign jurisdiction:

  (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:

  (c) is or has been the subject of a bankruptcy or insolvency proceeding:

  (d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:

Full legal name: Braydon Hobbs

Municipality of residence: Vancouver, BC

Position at issuer: Chief Financial Officer

Principal occupation for the last five years: Consultant

Expertise, education, and experience that is relevant to the issuer’s business: Senior Associate – Audit & Assurance: BDO Canada LLP Manager – Audit & Assurance, Private Markets & Early Capital Markets: Deloitte UK LLP Director of Finance: Woodbridge Homes Manager – Audit & Assurance: BDO Canada LLP Associate – Industrial Sales and Leasing: Frontline Real Estate

Number and type of securities of the issuer owned: None

Date securities were acquired and price paid for the securities: N/A

Percentage of the issuer’s securities held as of the date of this offering document: N/A

  A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

  A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

  A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

  An offence under the criminal legislation of any other foreign jurisdiction:

  (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:

  (c) is or has been the subject of a bankruptcy or insolvency proceeding:

  (d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:

Full legal name: Michael Sweatman

Municipality of residence: Delta, BC

Position at issuer: Director

Principal occupation for the last five years: Director and Chairman of Nevada Sunrise Gold Corp.

Expertise, education, and experience that is relevant to the issuer’s business: Chartered Professional Accountant with more than 30 years’ experience in public and private practice. Mr. Sweatman serves on a number of reporting companies as director or office and several other companies which are reporting companies listed on the TSX Venture Exchange. Mr. Sweatman has substantial experience in the mineral exploration and development industry as a result of these prior and existing appointments.

Number and type of securities of the issuer owned: None

Date securities were acquired and price paid for the securities: N/A

Percentage of the issuer’s securities held as of the date of this offering document: N/A

  A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

  A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

  A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

  An offence under the criminal legislation of any other foreign jurisdiction:

  (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:

  (c) is or has been the subject of a bankruptcy or insolvency proceeding:

  (d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Launch Crowdfunding Corp. (Launch Portal)

List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British Columbia

The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document

The date(s) and description of any amendment(s) made to this offering document, if any: n/a

Type Of Securities Being Issued

Type of securities being offered: Special Warrants

  Voting rights: The Special Warrants do not carry the right to vote, however each common share which may be issued upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share.

  Dividends or Interests: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.

  Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.

  Conversion rights: The Special Warrants automatically convert into common shares of the Issuer on a one to one basis upon a prospectus being filed that qualifies the special warrants or two years from the closing of the crowdfunding financing, whichever is earlier.

Other: N/A

Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights: N/A

Offering Details

Total Amount ($) Total number of eligible securities issuable
Minimum offering amount $5,000 50,000
Maximum offering amount $250,000 2,500,000
Price per eligible security $0.10
Price per flow-through share

Minimum investment amount per purchaser: $100.00

NOTE: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.

Issuer’s Business

Details about the issuer’s industry and operations:

Elk Gold Deposit, near Merritt, British Columbia

Bayshore Minerals is working to bring Elk Gold Deposit to production. Elk Gold Deposit is located in Southern British Columbia, Canada, roughly 325 kilometres northeast of Vancouver and 55 km west of Okanagan Lake, approximately midway between the towns of Merritt and Peachland. The Elk Gold Deposit is within the Similkameen mining district and consists of 27 contiguous mineral claims and one mining lease covering 16,566 hectares.

Murdock Mountain, NE Elko County, NV.

 

Location Southern British Columbia, Canada

Close to Copper Mountain Mine and the historical Brenda Mine
Ownership 100%
Mineralization Multiple high-grade hold veins
Resources M&l: 212 koz @6.32 g/t gold

Inf: 210 koz @ 5.94 g/t gold

The Elk Gold Deposit consists of 27 contiguous mineral claims and one mining lease covering 16,566 hectares in southern British Columbia, Canada. Prospecting activities date back to the early 1900’s with detailed work in the area conducted in the 1960’s and 1970’s by several companies focused on copper and molybdenum. Approximately 51,500 ounces of gold were produced between 1992 and 1995 from a test pit on site. Gold Mountain Resources carried out additional exploration work and between 2012 and 2014 completed a 6,597 tonne bulk sampling program with an average grade of 16.65 g/t, resulting in the production of 3,531 ounces of gold. 

The Elk Gold Deposit is composed of multiple high-grade gold veins hosted in intrusive and volcanic rocks. At least nine areas of gold mineralization have been identified, consisting of the Siwash Zone, Siwash East, Bullion Creek, Gold Creek, Elusive Creek, Lake Zone, Discovery Zone, End Zone and South Zone. 

Elk Gold appears to be a shear zone hosted, intrusive related gold system, with some similarities to the Dublin Gulch deposit in the Yukon, which hosted over three million ounces of gold. Gold is hosted by pyritic quartz veins, which occur as multiple stacked arrays, and generally trend east-west dipping shallowly to the south, making them potentially amendable to open pit mining. The veins are narrow, but very high grade, with gold assays ranging from 1 g/t – 400 g/t over 20cm to 40cm widths. 

A 2016 technical report prepared for Equinox Gold Corp. on the Elk Gold Deposit estimated, as of August 26, 2016, remaining Measured and Indicated Resources of 212 koz grading 6.32 g/t gold, with additional Inferred Resources of 210 koz grading 5.94 g/t gold.1

  1. For the purpose of National Instrument 43-101, the Company is treating the above resource estimate to be “Historic”.  The historical estimate was prepared in 2016 so the Company considers it very relevant and reliable. For the details on the key assumptions, parameters and methods used to prepare the historical estimate, please see the technical report filed by Gold Mountain Mining Corporation on August 30, 2016l a copy of which is available on the Gold Mountain Mining Corporation SEDAR profile at www.sedar.com.  A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and the Company is not treating the historical estimate as current mineral resources or mineral reserves.  

Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:

Bayshore Minerals Incorporated was incorporated federally and then continued into British Columbia.  It holds its interest in the Elk Gold Deposit through its wholly owned subsidiary, Gold Mountain Mining Corporation, a BC incorporated company.

Issuer’s articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

The issuer’s articles of incorporation can be viewed at 1000-1285 West Pender Street, Vancouver, BC V6E 4B1 or by requesting a copy of them by email from ron@bayshoreminerals.com.

Issuer’s Operations

  Has never conducted operations

  Is in the development stage

  Is currently conducting operations

  Has shown profit in the last financial year

  Financial statements available

Total Class A Common Shares outstanding as at the date of the offering agreement is 21,000,000.

Use of Funds

Information on all funds previously raised and how they were used by the issuer:

Bayshore Minerals Inc. has raised approximately $1,830,000 through debt and equity financings over the past twelve months.  The Company used these funds for the down payment at the Elk Gold Deposit, exploration at the Elk Gold Deposit and for general administrative expenses.

Description of intended use of funds listed in order or priority Total amount ($)
Assuming minimum offering amount Assuming maximum offering amount
General Working Capital $4,500 $225,250
Portal Fees $500 $24,750
Total $5,000 $250,000

Previous Start-Up Crowdfunding Distributions

Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:n/a

The full legal name of the issuer that made the distribution: n/a

The name of the funding portal: n/a

Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: n/a

Compensation Paid To Funding Portal

Portal Fee: A Portal fee of 9.9% of the aggregate amount of actual gross proceeds raised in the Offering shall be payable upon each date funds are released to Issuer. Additional Compensation: Issuer shall issue 100,000 Common Shares to Launch Portal.

Risk Factors

Systemic Risk – Substantial time and money (millions of dollars and years of time) are required to (i)establish ore reserves through drilling, (ii) develop processes to extract minerals from the ore and, (iii) in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Even if an ore body is determined, the economics of developing it is affected by many factors including the cost of operations, variations in the grade of minerals mined, fluctuations in precious and base metal prices and markets, production limits, importing and exporting of minerals, and environmental protection; any of which could render an ore body uneconomic.

Financing and Dilution Risks – The Company will need to raise additional funds to undertake further exploration of the Property. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to further exploration of the Property, or that the terms of such financing will be favourable. It will likely sell additional shares to raise such funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.

Liquidity Risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.

Reporting Obligations

Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:

The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.

Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.

Purchaser’s Rights

If you purchase these securities, your rights may be limited, and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment. The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.

Date and Certificate

On behalf of the issuer, I certify that the statements made in this offering document are true.

Full legal name as it appears in the issuer’s organizing documents:
Ronald Woo

  July 25, 2019

Full name of the issuer:
Bayshore Minerals Incorporated
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  • $5,000.00Minimum
  • 5Backers
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