BC MOLY Closes Private Placement
BC MOLY CLOSES PRIVATE PLACEMENT
Vancouver, British Columbia – April 14, 2022 – BC Moly Ltd. (“ BC Moly” or the “ Company”) (NEX: BM.H) is
pleased to announce that further to its press releases dated February 10, 2022 and February 16, 2022, the Company
has closed the non-brokered private placement of subscription receipts (the “Offering”) for aggregate gross proceeds
of $1,000,000 at a price of $0.165 per subscription receipt.
Pursuant to the terms of the Offering, the Company issued 3,910,606 conventional unit subscription receipts of the
Corporation (each, a “Conventional Unit Subscription Receipt ”) and 2,150,000 flow-through unit subscription
receipts of the Corporation (each, a “Flow-Through Unit Subscription Receipt” and together with the Conventional
Unit Subscription Receipts, the “Subscription Receipts”).
The gross proceeds from the Offering (the “Subscription Receipt Proceeds”) are held by Garfinkle Biderman LLP
(“Garfinkle”), in its capacity as subscription receipt agent, pursuant to the terms of a subscription receipt agreement.
Upon the satisfaction and/or waiver of certain escrow release conditions (the “Escrow Release Conditions ”),
including the Reactivation, each: (i) Conventional Unit Subscription Receipt will automatically be converted into one
unit (each, a “Conventional Unit ”), comprised of one common share in the capital of the Company (each, a
“Common Share”) and one Common S hare purchase warrant (each, a “Underlying Warrant ”), with each
Underlying Warrant exercisable for the purchase of one Common Share at a price of $0.22 for a period of five years;
and (ii) Flow -Through Unit Subscription Receipt will automatically be conver ted into one unit (each, a “Flow-
Through Unit”), comprised of one Common Share, which qualifies as a “flow-through share” within the meaning of
the Income Tax Act (Canada) (each, a “Flow-Through Share”) and one Underlying Warrant.
The Subscription Receipts and any underlying securities issued pursuant to the Offering are subject to a statutory hold
period of four months and one day from the date hereof.
The net proceeds raised from the sale of Flow -Through Unit Subscription Receipts will be used to incur “Canadian
exploration expenses” that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act
(Canada)) and the net proceeds raised from the sale of the Conventional Unit Subscription Receipts will be used for
general working capital expenses.
In connection with the Offering, certain “ related part ies”, for the purposes of Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“ MI 61 -101”), subscribed for an aggregate of
1,000,000 Subscription Receipts. The issuance and sale of these securities to such related parties constituted a “related
party transaction” for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation
and minority shareholder approval requirements available under MI 61-101. The Offering is exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsection 5.5(b) and 5.7(1)(b))
as the Company is not listed on the markets specified in MI 61 -101 and neither the fair market value of the
Subscription Receipts distributed to, nor the consideration received from interested parties exceeded $2,500,000.
Capitalized terms not otherwise defined herein have the meanings attributed to them in the February 10, 2022 press
release.
Early Warning Report
In connection with closing of the Offering, Pat DiCapo (the “Acquiror”), has acquired ownership and control of an
aggregate of 600,000 Flow- Through Unit Subscription Receipts, which u pon the satisfaction and/or waiver the
Escrow Release Conditions, will result in the acquisition of 600,000 Flow- Through Shares and 600,000 Underlying
Warrants. Upon conversion of the Flow- Through Unit Subscription Receipts, the Acquiror’s aggregate ownership
will represent approximately 33.49% of the issued and outstanding Common Shares on a non -diluted basis and
34.62% on a partially diluted basis. Prior to the closing of the Offering, the Acquiror beneficially owned and exercised
control and direction over 38.49% of the issued and outstanding Common Shares on a non-diluted basis and partially
diluted basis. The Acquiror acquired these securities for investment purposes and may, from time to time, acquire
additional securities of the Company or dispose of such securities as the Acquiror may deem appropriate. The address
of the Company’s head office is #3606 - 833 Seymour Street Vancouver, British Columbia V6B 0G4.
For the purpose of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues, a copy of the Acquiror’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 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not statements of historical fact may be deemed to be
forward-looking statements. Forward -looking statements are often identified by terms such as “may”, “should”,
“anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions.
Forward-looking statements in this news release include b ut are not limited to: the Company’s ability to complete
Reactivation; the Company utilizing the use of proceeds as outlined herein and the ability of the Company to meet the
Escrow Release Conditions.
Forward-looking statements are based on certain assump tions regarding the Company, including expected growth
results of operations, performance, continued approval of the Company’s activities by the relevant governmental
and/or regulatory authorities, industry trends, the Company completing the Reactivation, the Company utilizing the
use of proceeds as outlined herein and the Company meeting the Escrow Release Conditions. While the Company
considers these assumptions to be reasonable, based on information currently available, they may prove to be
incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks
associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future
legislative and regulatory developments; inability to access sufficient capital from internal and external sources,
and/or inability to access sufficient capital on favourable terms; income tax and regulatory matters; competition; the
inability of the Company to meet the Escrow Release Conditions and/or Reactivation; the Company not utilizing the
use of proceeds as outlined herein; and other risks. Readers are cau tioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance
that the plans, intentions or expectations upon which they are placed will occur. Such information, although
considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may
differ materially from those anticipated. Forward -looking statements contained in this news release are expressly
qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change
thereafter. The Company disclaims any intention or obligation to update or revise any forward -looking statements,
whether as a result of new information, future events or otherwise, except as required by law. This news release has
been approved by the board of directors of the Company . Factors that could cause anticipated opportunities and
actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in the
Company’s public filings and material change reports that will be filed in respect of the Offering, which are and will
be available on SEDAR.