BC Moly Ltd. Announces Non-Binding Letter of Intent Entered into by Certain Shareholders Regarding Proposed Sale of BC Moly Shares, Conversion of Debt and Change of Management and Board
Burnaby, British Columbia--(Newsfile Corp. - July 13, 2021) - BC Moly Ltd. (TSXV: BM.H) (the "Company" or "BC Moly")announces that it has been advised that 1095474 B.C. Ltd. (formerly Prairie Enterprises (Alberta) Inc.) ("109 BC Ltd.") and the Yurkowski Joint Partner Trust (the "Yurkowski Trust" and together with 109 BC Ltd., the "Vendors") have entered into a non-binding letter of intent (the "LOI") with an arm's-length purchaser (the "Purchaser") regarding: (i) the proposed purchase by the Purchaser and certain additional parties (collectively, the "Purchaser Group") of 4,465,156 common shares of the Company beneficially owned by the Vendors (the "Initial Shares") and the option to purchase a minimum of 19,740,754 additional common shares of the Company to be issued to 109 BC Ltd. (the "Debt Shares" and the "Option") following the proposed conversion of $1,110,417.39 of debt owing by the Company to 109 BC Ltd. (the "Converted Debt" and the "Debt Settlement"); and (ii) the proposed reconstitution of the board of directors and management of the Company such that all directors and officers of the Company will be comprised of the Purchaser's nominees (the "Change of Management" and collectively, the "Proposed Transaction").
Pursuant to the terms of the LOI: (i) the Converted Debt would be converted into common shares of the Company at a price of $0.05625 per Debt Share; (ii) the purchase price for the Initial Shares would be $232,639 on the basis of a price of approximately $0.0521 per Initial Share; and (iii) the purchase price for the Option would be $467,365.37 with an aggregate exercise price of $1.00 and the Option would be exercisable commencing on the date that is four months following the closing of the Proposed Transaction.
No definitive agreements have been entered into with respect to the Proposed Transaction and the completion of the Proposed Transaction remains subject to the entering into of all applicable definitive agreements and receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV").
The completion of the Proposed Transaction will require the Company to enter into a definitive agreement with 109 BC Ltd. in connection with the Debt Settlement and seek approval from the TSXV for the Debt Settlement and the Change of Management. Any securities issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The board of directors of the Company is currently considering the Proposed Transaction and anticipates that it will request approval from the TSXV for the Debt Settlement and Change of Management if it determines that the Proposed Transaction will improve the financial position of the Company by reducing its accrued liabilities. Pursuant to the LOI, 109 BC Ltd. would forgive any debt owing to it by the Company which is not converted pursuant to the Debt Settlement.
The Debt Settlement would constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as 109 BC Ltd. is owned and controlled by Edward Yurkowski. However, the Debt Settlement would be exempt from the formal valuation requirements set out in MI 61-101 if at the time of the Proposed Transaction the securities of the Company are not listed or quoted on one of the exchanges or markets specifically identified in MI 61-101. The Company anticipates the Debt Settlement would be exempt from the minority shareholder approval requirements set out in MI 61-101 pursuant to the financial hardship exemption, which provides an exemption if the financial hardship criteria set out in subsection 5.5(g) of MI 61-101 are met and where there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the holders of any class of affected securities.
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.
For further information, contact Edward Yurkowskiat (604) 883-2006or firstname.lastname@example.org.
On behalf of BC Moly Ltd.
Edward Yurkowski, President, CEO, CFO and Corporate Secretary
The TSX Venture Exchange has not reviewed this news release and does not accept responsibility for the adequacy or accuracy of this release. This news release includes certain statements that may be deemed "forward-looking statements". All statements, other than statements of historical facts, that address such matters as future exploration, drilling, exploration activities, potential mineralization and resources and events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties and other factors of which are beyond the reasonable control of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include such matters as market prices, exploitation and exploration results, continued availability of capital and financing, and general economic, market or business conditions. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date.
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