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This press release is issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Vancouver, British Columbia--(Newsfile Corp. - May 11, 2022) - Mr. Edward Yurkowski ("Yurkowski"), through 1095474 B.C. Ltd. ("109 BC Ltd."), a company which is controlled or directed by Yurkowski, announces in furtherance of their news release dated January 6, 2022 that 109 BC Ltd. has sold (the "Transaction") common shares (the "Common Shares") of BC Moly Ltd. (the "Company") pursuant to the previously announced terms of a purchase option granted to arm's length purchasers for a price of $467,365.37 in connection with a definitive agreement entered into between 109 BC Ltd., Yurkowski Joint Partner Trust and an arm's length third party, as amended (the "Definitive Agreement").
Additionally, on April 14, 2022, Yurkowski acquired 1,000,000 flow-through unit subscription receipts of the Company (each a "Flow-Through Unit Subscription Receipt") pursuant to the Company's non-brokered private placement of subscription receipts (the "Offering"), which will be automatically exchangeable upon the satisfaction and/or waiver of certain escrow release conditions, into one unit, comprised of one Common Share, which qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one Common Share purchase warrant, with each warrant exercisable for the purchase of one Common Share at a price of $0.22 per Common Share for a period of five years (each, an "Underlying Warrant").
Prior to the acquisition of the Flow-Through Unit Subscription Receipts pursuant to the Offering, 109 BC Ltd. held beneficial ownership over 19,840,754 Common Shares representing approximately 69.43% of the Company's issued and outstanding Common Shares on both a non-diluted and partially diluted basis. Immediately before the Transaction, 109 BC Ltd. held beneficial ownership over 19,840,754 Common Shares and 1,000,000 Flow-Through Unit Subscription Receipts representing approximately 69.43% of the Company's issued and outstanding Common Shares on a non-diluted basis and 61.28% on a partially diluted basis (assuming conversion of the Flow-Through Unit Subscription Receipts and Underlying Warrants).
In connection with the Transaction, 109 BC Ltd. sold an aggregate of 19,740,754 Common Shares. Following the Transaction, 109 BC Ltd. has beneficial ownership over 100,000 Common Shares and 1,000,000 Flow-Through Unit Subscription Receipts which represents approximately 0.35% of the Company's issued and outstanding Common Shares on a non-diluted basis and 5.89% on a partially diluted basis (assuming conversion of the Flow-Through Unit Subscription Receipts and Underlying Warrants). Depending on his evaluation of the business prospects and financial condition of the Company, general economic and market conditions and other factors, Yurkowski may from time to time increase or decrease his beneficial ownership of shares of the Company, by private agreement or otherwise.
For further information or a copy of the early warning report of Yurkowski, contact Edward Yurkowski at (604) 833-2006 or email@example.com.
The transactions contemplated by the Definitive Agreement are exempt from the take-over bid requirements set out in National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104"), pursuant to the "private agreement exemption" under Section 4.2 of NI 62-104. The parties are entitled to rely on this exemption as: (i) purchases are being made from not more than 5 persons in the aggregate; (ii) the bid is not being made generally to securityholders of the Common Shares; and (iii) the consideration paid for the Common Shares pursuant to the terms of the Definitive Agreement was not greater than 115% of the market price of Common Shares (as determined in accordance with NI 62-104).
The address of the Company's head office is #3606 - 833 Seymour Street Vancouver, British Columbia V6B 0G4.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/123705