BC MOLY Announces Closing of Share Sale, Debt Settlement and Entering into of Option Agreements and Changes IN Board and Management
BC MOLY ANNOUNCES CLOSING OF SHARE SALE, DEBT SETTLEMENT AND ENTERING INTO
OF OPTION AGREEMENTS AND CHANGES IN BOARD AND MANAGEMENT
Burnaby, British Columbia – January 6, 2022 – BC Moly Ltd. (“ BC Moly” or the “ Company”) (NEX: BM.H) is
pleased to announce that, further to its press releases dated July 13, 2021, December 30, 2021 and January 6, 2022, (i)
the Company has settled an aggregate of $1,110,417.39 of indebtedness owed to a non -arm’s length creditor through
the issuance of 19,740,754 common shares of the Company (“BC Shares”) 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 B.C. Ltd. (“109 BC Ltd.”) and the Yurkowski Joint Partner Trust (the “Yurkowski
Trust” and together with 109 BC Ltd., the “Vendors”) and an arm’slength third party, (x) the Vendors have completed
the share sale of 4,465,156 BC Shares beneficially owned by the Vendors (the “ Initial Shares”) to an arm’s lengt h
group of purchasers (collectively, the “Purchasers”) 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 B C Ltd. (the “ Options”) to
purchase 19,740,754 additional BC Shares owned by 109 BC Ltd. (the “ Optioned Shares ”) (together, the
“Transaction”). The aggregate purchase price for the Options is $467,365.37 with an aggregate exercise price of
$1.00. The Options are exercisable four months plus a day from closing.
Debt Settlement
The Debt Settlement constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“ MI 61 -101”), as an insider of the Company acquired
19,740,754 BC Shares. The Company relied on exemptions from the valuation and minority shareholder approval
requirements of MI 61 -101 contained in sections 5.5(b), 5.5(g) and 5.7(l)(e) of MI 61 -101, as the Company is not
listed on a specified market and the Company is in financial hardship. In connection with the foregoing, the
independent directors of the Company determined that: (i) the Company is in serious financial difficulty; (ii) the Debt
Settlement is designed to improve the financial position 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 independent directors of the Company and other information required by MI 61 -101 in connection with the Debt
Settlement will be set forth in the Company’s material change report to be filed under the Company’s SEDAR profile.
Board and Management Change
In connection with the closing of the Transaction, effective immediately, Edward Yurkowski, Paul Champagne, and
Brian Kynoch, have resigned 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 bee n
appointed to serve as directors of the Company, to fill the vacancies created by the foregoing 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 as the Chief Financial Officer of the Company.
Early Warning Report
In connection with the Transaction, PowerOne Capital Corp., a company located in Toronto, Ontario, has acquired
2,029,121 BC Shares and a right to purchase an additional 8,970,879 Optioned Shares under the Options, representing
approximately 22.96% of the i ssued and outstanding BC Shares on a non -diluted basis and 38.49% on a partially
diluted basis. Prior to the Transaction, PowerOne Capital Corp. did not beneficially own, or exercise control or
direction over, any securities of the Company. PowerOne Capita l Corp. acquired these 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 purpose of National Instrument 62 -103 - The Early Warning System and Related Take -Over Bid and Insider
Reporting Issues ., a copy of PowerOne Capital Corp.’s early warning report may be obtained on the Company’s
SEDAR profile or by contacting:
Andrew Todd
DSA Corporate Services Inc.
Tel: 416-848-7744
Fax: 416-848-0790
Email: [email protected]
About BC Moly Ltd.:
BC Moly Ltd. is a Canadian mineral exploration company focused on the development of its Storie Property
molybdenum deposit. The Storie Property is situated about 6 km southwest of Cassiar, British Columbia. Cassiar is
located 15 km (by paved road) west o f 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.
Additional Information
David D’Onofrio
BC Moly Ltd.
Chief Executive Officer and Director
416.643.3880
Cautionary Statements
This news release contains “forward -looking information” within the meaning of applicable securities laws including
statements regarding the terms and conditions of the expected closing of the Transaction, the changes in the board of
directors and management, the exercise of the Options, closing of the Transaction, and the parties’ ability to satisfy
closing conditions and receive 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 considered appropriate, that the expectations reflected in this forward -looking
information are reasonable, undue reliance should not be placed on them because the Company can gi ve no assurance that
they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual
results and developments may differ materially from those contemplated by these statements depending on, among
other things, the risk that the Options will not be exercised, that the new board of directors and management may not
ultimately stay on as directors or officers of the Company, and the failure to obtain the requisite approvals. The
statements in this news release are made as of the date of this release.