BCM News
BCM Resources firms up acquisition of TK interest
2022-12-16 10:10 ET - News Release
Dr. Sergei Diakov reports
BCM SIGNS AMALGAMATION AGREEMENT TO ACQUIRE 100% INTEREST IN THOMPSON KNOLLS PROJECT IN UTAH, USA
BCM Resources Corp. has entered into a definitive amalgamation agreement for the arm's-length acquisition of all of the issued and outstanding shares of Inland Explorations Ltd., a private British Columbia company, to consolidate a 100-per-cent ownership interest in BCM's flagship Thompson Knolls (TK) copper-gold-molybdenum porphyry project in the southwestern part of Utah, United States.
"This acquisition of Inland consolidates 100-per-cent ownership of BCM's flagship Thompson Knolls asset. BCM shareholders are poised to benefit from a simplified ownership structure as we aggressively explore the large porphyry target at TK," says Dr. Sergei Diakov, president and director of BCM.
Pursuant to the terms of the agreement, both Inland and the company will complete an arm's-length business combination transaction by way of amalgamation under the Business Corporations Act (British Columbia) to continue as a new company, BCM Resources. Each common share in the capital of the company that is outstanding immediately prior to the amalgamation (other than BCM shares held by shareholders of BCM who exercise their dissent rights) shall be converted into one issued and fully paid and non-assessable common share in the capital of the resulting issuer. Each common share in the capital of Inland that is outstanding immediately prior to the amalgamation (other than Inland shares held by shareholders of Inland who exercise their dissent rights) shall be converted into 3.1137 issued and fully paid and non-assessable resulting issuer share at a deemed price of 12.5 cents per resulting issuer share. In addition, the company will exchange all of its currently outstanding share purchase warrants and incentive stock options for the resulting issuer warrants and options on a 1:1 basis, and a total of 2.05 million currently outstanding Inland incentive stock options for the resulting issuer's stock options on a 1:3.1137 basis. The resulting issuer shares to be issued pursuant to the amalgamation will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation.
Upon completion of the amalgamation, former holders of BCM shares are expected to hold approximately, in the aggregate, 86,685,918 resulting issuer shares (total of 4,814,082 BCM shares held by Inland shall be cancelled), representing approximately 51 per cent of the outstanding resulting issuer shares and the former holder of Inland shares will hold in the aggregate 82,488,140 resulting issuer shares, representing approximately 49 per cent of the outstanding resulting issuer shares.
The amalgamation must be approved by not less than 66-2/3 per cent of the votes cast at the meeting of BCM shareholders and the meeting of Inland shareholders, respectively, each being held to consider, among other things, the amalgamation. It is expected that the BCM meeting and the Inland meeting will be held in early 2023 and a joint management information circular will be provided to BCM shareholders and Inland shareholders in due course.
The completion of the amalgamation is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the completion of satisfactory due diligence; (ii) the approval by the BCM shareholders and Inland shareholders of the amalgamation; (iii) the absence of any material adverse change, material litigation, claims, investigations or other matters affecting the company and Inland; and (iv) receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the exchange. There can be no assurance that the amalgamation will be completed on the terms proposed above or at all.
BCM originally entered into an option agreement on TK with Inland in September, 2018. BCM has subsequently earned 51-per-cent interest in the TK project with the right to earn up to a 60-per-cent interest via the delivery of a prefeasibility level study by April, 2025.
Upon completion of the transaction, the resulting issuer is expected to complete a consolidation of the common shares of the company at a ratio of five preconsolidation common shares for one postconsolidation common share.
Inland and the company have certain common directors and officers. As such, pursuant to the policies of the exchange, Inland is a non-arm's-length party of the company. However, such common directors do not own, in the aggregate, more than 50 per cent of the issued and outstanding securities of Inland or the company, and accordingly the transaction does not constitute a related party transaction pursuant to TSX Venture Exchange Policy 5.9 or Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.
Advisers
Agentis Capital Mining Partners is acting as a financial adviser to BCM.
About BCM Resources Corp.
BCM Resources is a diversified Canadian mineral exploration company focused on the continued exploration of the Thompson Knolls porphyry Cu-Au-Mo project. BCM also controls prospective copper, gold and molybdenum exploration projects in British Columbia. BCM Resources is managed by experienced and successful board members and advisers.