1095474 B.C. Ltd. and Yurkowski Joint Partner Trust Dispose of Certain Shares of BC Moly Ltd.

January 06, 2022 10:23 PM EST | Source: Edward Yurkowski

Vancouver, British Columbia--(Newsfile Corp. - January 6, 2022) - Mr. Edward Yurkowski ("Yurkowski") announced today that 1095474 B.C. Ltd. ("109 BC Ltd.") and Yurkowski Joint Partner Trust ("Yurkowski Trust"), which are controlled or directed by Yurkowski, have sold an aggregate of 4,465,156 common shares (the "Common Shares") of BC Moly Ltd. (the "Company") for an aggregate purchase price of $232,639 on the basis of a purchase price of approximately $0.0521 per Common Share pursuant to a definitive agreement between 109 BC Ltd., Yurkowski Trust and an arm's length third party (the "Disposition" and the "Definitive Agreement").

Prior to the closing of the Disposition, 109 BC Ltd. owned 23,596,310 Common Shares of the Company and Yurkowski Trust owned 709,600 Common Shares of the Company, representing in the aggregate approximately 85.05% of the outstanding Common Shares of the Company.

Following the closing of the Disposition, 109 BC Ltd. owns 19,840,754 Common Shares of the Company, representing approximately 69.43% of the outstanding Common Shares of the Company, and the Yurkowski Trust does not own any Common Shares of the Company. Pursuant to the Definitive Agreement, 109 BC Ltd. has granted an option to purchase 19,740,754 Common Shares of the Company to an arm's length group of purchasers (the "Optionees") for a purchase price of $467,365.37 (the "Option"). The Option will be exercisable for an aggregate exercise price of $1.00 commencing on May 7, 2022.

In connection with the Option, 109 BC Ltd. has granted a power of attorney appointing the applicable Optionee as the true lawful attorney for 109 BC Ltd., and in the name, place and stead of 109 BC Ltd. to: (i) vote at and to execute and deliver any and all proxies for the Common Shares subject to the Option relating to any meeting of shareholders of the Company, or any adjournment thereof in respect of the matters arising in the course of business and requiring approval of the shareholders of the Company; and (ii) to execute on behalf of 109 BC Ltd. with respect to the Common Shares subject to the Option, any written resolution to be executed by the shareholders of the Company.

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).

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.

Additional information is provided in the early warning report filed by 109 BC Ltd. on www.sedar.com under the Company's profile.

For further information or a copy of the early warning report, contact Edward Yurkowski at (604) 833-2006 or edwardyurkowski@gmail.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/109332

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