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.
TORONTO, May 11, 2022 (GLOBE NEWSWIRE) -- PowerOne Capital Corp. (the “Acquiror”) announces that in furtherance to BC Moly Ltd.’s (the “Company”) news release dated January 6, 2022, the Acquiror has acquired 8,970,879 common shares in the capital of the Company (the “Common Shares”) pursuant to a purchase option (the “Option”) granted to the Acquiror in connection with a definitive agreement entered into between arm’s length third parties, as amended (the “Definitive Agreement”). The Acquiror paid $212,386 for the Option to purchase the 8,970,879 Common Shares.
Immediately before the exercise of the Option the Acquiror, along with Pat DiCapo, a joint actor of the Acquiror (the “Joint Actor”) owned or exercised control or direction over a combined 2,029,121 Common Shares on a non-diluted basis and 12,200,000 Common Shares on a partially diluted basis, representing approximately 7.10% of the issued and outstanding Common Shares on a non-diluted basis and 34.62% on a partially diluted basis.
Immediately following the exercise of the Option the Acquiror, along with the Joint Actor owns or exercises control or direction over a combined 11,000,000 Common Shares on a non-diluted basis and 12,200,000 Common Shares on a partially diluted basis, representing approximately 38.49% of the issued and outstanding Common Shares on a non-diluted basis and 34.62% on a partially diluted basis.
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 were entitled to rely on this exemption as: (i) purchases were made from not more than 5 persons in the aggregate; (ii) the bid was not 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 Acquiror acquired the Common Shares for investment purposes, and the Acquiror may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over additional securities of the securities or otherwise.
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:
David D’Onofrio
BC Moly Ltd.
Chief Executive Officer and Director 416.643.3880
The address of the Company’s head office is #3606 – 833 Seymour Street Vancouver, British Columbia V6B 0G4.
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.
