OutdoorPartner Media Corporation Signs Letter of Intent for Proposed Reverse Take-Over Transaction Involving Bay Minerals Ltd...

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OutdoorPartner Media Corporation (TSX VENTURE:OPX.H) ("OPX") announced today
that it has entered into a letter of intent dated February 25, 2013 to complete
a business combination (the "Transaction") with Bay Minerals Ltd. ("Bay
Minerals") and Halston Exploration Inc. ("Halston"), a wholly-owned subsidiary
of AXG Mining Ltd. ("AXG"), a public company listed on the Australian Stock
Exchange.


AGX, through Halston, holds an exclusive option to acquire up to a 75% interest
in the Condoroma property located in the "Cordillera Huaylla Apacheta" of
Southern Peru (the "Condoroma Property"). Bay Minerals is a newly incorporated
company based in Toronto, Ontario. Prior to completion of the Transaction, Bay
Minerals will acquire all of the outstanding securities of Halston (the "Halston
Acquisition"). Upon completion of the Transaction, Bay Minerals and Halston (or
an entity resulting from the amalgamation of Bay Minerals and Halston) will be
wholly-owned by OPX, and this combined entity (the "Resulting Issuer") will
carry on the business of Halston, which is the exploration and development of
Condoroma Property.


Transaction Summary

In accordance with an undertaking provided by OPX to the Ontario Securities
Commission, as a condition precedent to completing the Transaction, OPX will
file a preliminary long form prospectus and final long form prospectus (the
"Prospectus"), which Prospectus will contain disclosure relating to the
Condoroma Property, OPX, Bay Minerals, Halston, the Resulting Issuer and the
Transaction, generally.


Prior to, or in conjunction with, the completion of the Transaction, it is
anticipated that Bay Minerals will complete a brokered private placement of
subscription receipts ("Subscription Receipts") at a price of $0.10 per
Subscription Receipt for gross proceeds of up to $1,500,000 (the "Private
Placement"). Bay Minerals will issue an additional 15,000,000 Subscription
Receipts (with a deemed value of $0.10 per Subscription Receipt) to AXG in
connection with the Halston Acquisition.


Immediately prior to the closing of the Transaction, following the satisfaction
of the escrow release conditions to be set forth in the subscription receipt
indenture governing the Subscription Receipts (the "Escrow Release Conditions"),
the Subscription Receipts will be exchanged for units of Bay Minerals ("Bay
Units"). Each Bay Unit will be comprised of one common share of Bay Minerals and
one-half of one Bay Minerals common share purchase warrant (each whole warrant,
a "Bay Warrant"). Each Bay Warrant will entitle the holder thereof to acquire
one common share of Bay Minerals at a price of $0.10 for a period of two years
following the closing of the Private Placement. In connection with the closing
of the Transaction, all such Bay Minerals common shares will ultimately be
exchanged for post-Consolidation (as defined below) common shares of the
Resulting Issuer ("Resulting Issuer Shares") on a one for one basis and all such
Bay Warrants will ultimately be exchanged for warrants of the Resulting Issuer
on the same terms as the Bay Warrants.


OPX, Halston and Bay Minerals are each governed by the Business Corporations Act
(Ontario). The Transaction is an arm's length transaction and will constitute a
reverse take-over under the policies of the TSX Venture Exchange (the "TSX-V").
It is anticipated that the Resulting Issuer will be named "Bay Minerals Ltd." or
such other name as may be determined by Bay Minerals.


OPX currently has 47,963,671 common shares issued and outstanding, as well as
572,000 stock options, such options to be cancelled in connection with the
Transaction. Prior to the completion of the Transaction and subject to
applicable regulatory and shareholder approvals, among other things, OPX has
agreed to consolidate its outstanding common shares on a 1 (new) for 11 (old)
basis (the "Consolidation").


Following completion of the Transaction, and assuming the Private Placement is
for gross proceeds of $1,500,000, the Resulting Issuer will have approximately
38.4 million Resulting Issuer Shares issued and outstanding, of which
approximately 11.4% will be held by current OPX shareholders, 49.5% will be held
by Bay Minerals shareholders (including investors under the Private Placement)
and 39.1% will be held by AXG, on a non-diluted basis.


The letter of intent is non-binding with respect to commercial terms, but
includes binding obligations typical in the circumstances, including those
relating to a period of exclusive dealing and confidentiality. The proposed
Transaction is subject to a number of terms and conditions, including the
entering into by the parties of a definitive agreement with respect to the
Transaction (such agreement to include representations, warranties, conditions
and covenants typical for a transaction of this nature), obtaining a receipt
from the Ontario Securities Commission for the Prospectus, the completion of
satisfactory due diligence investigations, the approval of the directors of each
of OPX, Halston and Bay Minerals, the approval of the shareholders of OPX, and
the approval of the TSX-V and other applicable regulatory authorities.


The parties intend that the Resulting Issuer will be listed on the TSX-V as a
mining issuer following completion of the Transaction. Trading in the common
shares of OPX will remain halted pending the satisfaction of all applicable
requirements of the TSX-V. There can be no assurance that trading in the common
shares of OPX will resume prior to the completion of the Transaction. Further
details concerning the Transaction, Bay Minerals and Halston (including
additional financial information and technical information in respect of the
Condoroma Property) and other matters will be announced if and when a definitive
agreement is reached.


Information Concerning the Condoroma Property

The Condoroma Property is approximately 740 km southeast of the capital city of
Lima and to the SE end of Cusco department. The Condoroma Property consists of
one contiguous concession block of 12 mineral concessions covering a total of
9,817 ha. The concessions are numbered Condoroma 1 to Condoroma 11 and Leon
Primero. The concessions are located in the Provinces of Espinar and Lampa,
Departments (region) of Cusco and Puno. They are registered under the name of a
100% owned subsidiary of Lara Exploration called Maxy Gold Peru S.A.C.


Management and Board of Directors of Resulting Issuer

The board of directors and management of the Resulting Issuer will be nominated
by Bay Minerals and subject to approval by the TSX-V. Upon completion of the
Transaction, it is anticipated that the board of directors and management of the
Resulting Issuer will include the persons identified below.




--  Gordon Sklenka - Chief Executive Officer and Director 
    
--  Daniel Crandall - Chief Financial Officer 
    
--  Guy Le Page - Director 
    
--  Jeremy Niemi - Director



Financing 

Completion of the Private Placement is a condition precedent to the closing of
the Transaction.


Sponsorship

The proposed Transaction is subject to the sponsorship requirements of the
TSX-V, unless an exemption from those requirements is granted by the TSX-V. OPX
intends to apply for an exemption from the sponsorship requirements; however,
there can be no assurance an exemption will be obtained. If an exemption from
the sponsorship requirements is not obtained, a sponsor will be identified at a
later date. An agreement to act as sponsor in respect of the Transaction should
not be construed as any assurance with respect to the merits of the Transaction
or the likelihood of its completion.


Information Concerning OPX

The sale of substantially all of OPX's operating assets (the "Asset Sale") was
completed on February 9, 2010. As a result, OPX is a public company without an
operating business or any material liabilities or assets, other than the net
cash proceeds from the Asset Sale and accumulated tax losses.


Forward-looking statements

This news release contains certain "forward looking statements" including, for
example, statements relating to the completion of the proposed Transaction,
completion of the Private Placement, completion of the Halston Acquisition,
obtaining a receipt for the Prospectus and the ability of Halston to acquire an
interest in and title to the Condoroma Property in accordance with the option
agreement governing its option on the property. Such forward-looking statements
involve risks and uncertainties, both known and unknown. The results or events
depicted in these forward-looking statements may differ materially from actual
results or events. In addition to other factors and assumptions which may be
identified herein, assumptions have been made regarding and are implicit in,
among other things: receipt of government and third party approvals in respect
of the Halston Acquisition; the state of the capital markets; the ability of the
Resulting Issuer to successfully manage the political and economic risks
inherent in pursuing mineral exploration opportunities in Peru; and the ability
of the Resulting Issuer to obtain qualified staff, equipment and services in a
timely and cost efficient manner to develop its business. Any forward-looking
statement speaks only as of the date of this news release and, except as may be
required by applicable securities laws, OPX and Bay Minerals disclaim any intent
or obligation to update any forward-looking statement, whether as a result of
new information, future events or results or otherwise.


All information contained in this press release relating to AXG and Halston was
provided by AXG to OPX for inclusion herein. OPX has not independently verified
such information and shall bear no liability for any misrepresentation contained
therein.


Completion of the Transaction is subject to a number of conditions, including,
but not limited to, acceptance by the TSX-V and 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 or filing statement, as applicable, of OPX 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 OPX should be considered to be highly speculative.


The 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Bay Minerals Ltd.
Gordon Sklenka
Director
[phone]


OutdoorPartner Media Corporation
Richard D. McGraw
Chief Executive Officer
[phone]