Further to Seashore Resources Partners Corp.’s press release dated July 23, 2020, regarding the signing of a binding letter of intent to acquire Kingfisher Resources Ltd., the company and Kingfisher have now executed a definitive amalgamation agreement dated Sept. 24, 2020. Under the amalgamation agreement, SSH and Kingfisher will complete a three-cornered amalgamation, whereby SSH will incorporate a new wholly owned subsidiary that will amalgamate with Kingfisher to form a new company.

Pursuant to the transaction, the company will issue common shares in the capital of SSH to the holders of Kingfisher common shares on the basis of one SSH share for each Kingfisher share at a deemed price of 25 cents per Kingfisher share. The transaction is an arm’s-length transaction, and there are currently 39,173,801 Kingfisher shares outstanding. Upon the completion of the transaction, SSH will be the parent company, and it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the TSX Venture Exchange and will carry on the business of Kingfisher with a trading symbol of KFR, subject to requisite regulatory approvals.

The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the resulting issuer.

Dustin Perry, Chief Executive Officer and Director

Mr. Perry is an exploration geologist and entrepreneur with over 13 years in the mining sector. He has worked on over 50 exploration projects throughout British Columbia, the Yukon and Mexico. He received a BSc geology from the University of British Columbia, and is a registered professional geologist with the Association of Professional Engineers and Geoscientists of B.C.

David Loretto, President and Director

Mr. Loretto is an exploration geologist and entrepreneur, having received a BSc (honours) in geological sciences from Queen’s University and was an exploration team member on the Brucejack deposit with Pretium Resources Inc. He has over 10 years of experience in the resource sector, working in both technical and management capacities, and has been involved with exploration in British Columbia, the United States and New Zealand. Mr. Loretto currently serves as a director for Interlapse Technologies Corp. and PLB Capital Corp.

Barry MacNeill, chief financial officer

Mr. MacNeil is a member of the Chartered Professional Accountants of B.C., with more than 30 years of management and accounting experience in public company, private practice and industry. Mr. MacNeil currently acts as CFO and corporate controller of TAG Oil Ltd., as CFO of Interlapse Technologies and as CFO of MCX Technologies Corp.

Giuseppe (Pino) Perone, corporate secretary and director

Mr. Perone is a lawyer by background, and has extensive corporate experience that stems from practising as corporate counsel, as well as serving as an executive and director, for various public and private companies in the resource and technology sectors. Mr. Perone currently acts as general counsel and corporate secretary of TAG Oil, as president, corporate secretary and a director of Interlapse Technologies, as CEO, CFO, corporate secretary and a director of PLB Capital, and as a director of MCX Technologie. Mr. Perone holds a BA from the University of Victoria and an LLB from the University of Alberta, and has been a member in good standing of the Law Society of British Columbia since 2006.

Chris Beltgens, director

Mr. Beltgens has over 10 years of investment, business development and corporate finance experience. Since April, 2016, he has been the vice-president of corporate development for TAG Oil. Prior thereto from 2013 to 2016, he was the corporate development manager for East West Petroleum Corp. Mr. Beltgens previously spent six years in London working in investment banking, covering international oil and gas exploration and production companies, and where he assisted in raising capital for the sector. Mr. Beltgens has completed the CFA program, received an MBA from the University of Toronto and received a BSc from the University of Victoria.

Richard (Rick) Trotman, director

Mr. Trotman is a professional geologist with a broad range of experience within the mining industry, having worked in both buy-side and sell-side positions as well as technically focused responsibilities with major mining companies. He was previously with Resource Capital Funds, a leading mining-focused private equity firm, where he was involved in executing a broad range of investments spanning the precious, base and minor metal spaces, and was also responsible for establishing and managing the firm’s portfolio of exploration investments. Prior to Resource Capital Funds, Mr. Trotman worked as a mining industry equity research analyst in New York, and was an exploration geologist with leading gold producers such as Barrick Gold Corp., Meridian Gold Inc. and Yamana Gold Inc. in both the United States and Mexico. Mr. Trotman currently acts as president, CEO and a director of Barksdale Resources Corp., and holds a master of science in economic geology from the University of Nevada, Reno, and a bachelor of science in geology from Washington State University.

The transaction remains subject to several terms and conditions, including, but not limited to, the completion of a private placement, as further described below, and the approval of the TSX-V.

As noted above, it is a condition of the transaction that SSH complete a private placement to raise aggregate gross proceeds of not less than $1.5-million through the issuance of a minimum of six million units. Each unit will consist of one SSH share and one share purchase warrant. Each SSH warrant will be exercisable at a price of 50 cents per share for a period of 24 months. The financing is expected to complete in conjunction with the closing of the transaction.