Seashore Files Filing Statement

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(TheNewswire)

 

Vancouver, B.C. - TheNewswire - March 4, 2021 - Seashore Resources Partners Corp. (“SSH” or the “Company”), (TSXV:SSH), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V”), is pleased to announce that further to its press releases dated September 30, 2020, regarding its proposed qualifying transaction with Kingfisher Resources Ltd. (the “Transaction”), it has filed a filing statement dated March 3, 2021 (the “Filing Statement”) and a National Instrument 43-101 compliant Technical Report (the “Technical Report”) as prepared by Christopher Dyakowski, P. Geo, for the Ecstall property supporting the scientific and technical disclosure contained in the Filing Statement. The Filing Statement and Technical Report can be found under the Company’s SEDAR profile at www.sedar.com.

Closing

The Transaction is expected to close on or around March 8, 2021, with the Company changing its name to “Kingfisher Metals Corp.” in connection therewith (the “Resulting Issuer”) .

Private Placement

The Company has arranged a non-brokered private placement (the “Financing”) to raise aggregate gross proceeds of a $6,030,000 through the issuance of 24,120,000 units (each a “Unit”).

Each Unit will consist of one common share of the Resulting Issuer and one share purchase warrant (each warrant, a “Warrant”). Each Warrant will be exercisable at a price of $0.50 per Resulting Issuer share for a period of 24 months. If, on any ten consecutive trading days occurring after four months and one day has elapsed following the closing date of the Financing, the volume-weighted average closing sales price of the Resulting Issuer shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX-V is greater than $0.75 per share, the Resulting Issuer may at its sole discretion provide notice in writing to the holders of the Warrants by issuance of a press release that the expiry date of the Warrants will be accelerated to the 30th day after the date on which the Resulting Issuer issues such press release.

The proceeds of the Financing will be utilized for exploration programs on the Resulting Issuer’s mineral properties, general working capital, and the costs associated with the Transaction. Finder’s fees will be payable in association with the Financing. These fees will consist of 7% to be paid in cash and the issuance of Warrants equal to 7% of the Units sold by such finders. The completion of the Financing is subject to the approval of the TSX-V.

For further information, please contact:

Hugh Rogers

CEO

Seashore Resources Partners Corp.

Phone:        604-650-6162

E-Mail:        [email protected]  

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer and Forward-Looking Information

Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of SSH. In making the forward-looking statements, SSH has applied certain assumptions that are based on information available, including SSH’s strategic plan for the near and mid-term. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. SSH does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, 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 or filing statement 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 a capital pool company should be considered highly speculative.

 

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