BC Moly Announces Completion of Share Sale, Debt Settlement and Option Agreements and Changes to Board of Directors and Management
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Burnaby, British Columbia – (Newsfile Corp. – January 6, 2022) – BC Moly Ltd. (TSXV: BM.H) (“BC Moly“or the”Society“) is pleased to announce that, following its press releases dated July 13, 2021, December 30, 2021 and January 6, 2022, (i) the Company has settled a total of $ 1,110,417.39 of debt towards a non-arm’s length creditor by issuing 19,740,754 ordinary shares of the Company (“British Columbia Actions“) at a price of $ 0.05625 per BC share (the”Debt settlement“), and (ii) pursuant to the terms of a share purchase agreement entered into on September 24, 2021, as amended, between 1095474 BC Ltd. (“109 BC Ltd.“) and the Yurkowski Joint Partner Trust (the”Yurkowski Trust“and with 109 BC Ltd., the”Sellers“) and an arm’s length third party, (x) the sellers completed the sale of shares of 4,465,156 BC shares beneficially owned by the sellers (the”Initial actions“) to an arm’s length group of buyers (collectively, the”Buyers“) at a price of $ 0.0521 per initial share for an aggregate purchase price of $ 232,639 and (y) the purchasers have entered into option agreements with 109 BC Ltd. (the”Options“) to purchase an additional 19,740,754 BC shares held by 109 BC Ltd. (the”Optional actions“) (together, the”TransactionThe aggregate purchase price of the options is $ 467,365.37 with an aggregate exercise price of $ 1.00. The options may be exercised four months plus one day from closing.
The debt settlement was a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Holders of Minority Securities in Special Transactions (“MI 61-101“), as an insider the Company acquired 19,740,754 BC shares. The Company relied on the exemptions from the assessment and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5 (b), 5.5 (g) and 5.7 (l) (e) of regulation MI 61-101, because the Company is not listed on a specified market and the Company is experiencing financial difficulties. the independent directors of the Company have determined that: (i) the Company is in serious difficulty; (ii) the debt settlement is designed to improve the financial condition of the company; and (iii) the terms of the debt settlement are reasonable in the circumstances of the Company A discussion and description of the approval process adopted by the directors of the Company and other information required by NI 61-101 in connection with debt settlement will be presented in the Company material change report which will be filed under the Company’s SEDAR profile.
Consulting and change of management
As part of the closing of the Transaction, with immediate effect, Edward Yurkowski, Paul Champagne and Brian Kynoch resigned from their positions as directors of the Company. Edward Yurkowski has also resigned as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company.
The Company is pleased to announce that David D’Onofrio, Adam Parsons and Catherine Lathwell have been appointed directors of the Company, to fill the vacancies created by the aforementioned resignations. In addition to his appointment as a Director of the Company, David D’Onofrio has also been appointed Chief Executive Officer of the Company. Jerry Wang has been appointed chief financial officer of the company.
Early warning report
In connection with the transaction, PowerOne Capital Corp., a company located in Toronto, Ontario, acquired 2,029,121 BC shares and a right to purchase an additional 8,970,879 optional shares under the options, representing approximately 22. 96% of issued and outstanding BC shares on an undiluted basis and 38.49% on a partially diluted basis. Prior to the transaction, PowerOne Capital Corp. was not the beneficial owner, nor had control or direction over the securities of the Company. PowerOne Capital Corp. has acquired such securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as PowerOne Capital Corp. may deem appropriate.
For the purposes of National Instrument 62-103 – The early warning system and issues with takeover bids and insider reports., a copy of the PowerOne Capital Corp. early warning report. can be obtained on the Company’s SEDAR profile or by contacting:
DSA Corporate Services Inc.
Phone. : 416-848-7744
Email: [email protected]
About BC Moly Ltd. :
BC Moly Ltd. is a Canadian mining exploration company focused on the development of its Storie Property molybdenum deposit. The Storie property is located approximately 6 km southwest of Cassiar, British Columbia. Cassiar is located 15 km (by tarmac road) west of Highway 37 which provides access to Watson Lake, Yukon to the north and Dease Lake and Stewart, British Columbia to the south.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
BC Moly Ltd.
Chairman and CEO and Director
This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements regarding the terms of the expected closing of the transaction, changes in the board of directors and management, the exercise of options, the closing of the Transaction and the ability of the parties to meet the closing conditions and receive the necessary approvals are all forward-looking information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been deemed appropriate, that the expectations reflected in this forward-looking information are reasonable, it do not place undue reliance on as the Company cannot guarantee that they will prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated in these statements depending, among other things, on the risk that options will not be exercised, that the new board of directors and management will not ultimately remain as directors or officers of the Company, and failure to obtain the required approvals. The statements contained in this press release are made as of the date of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/109329