VANCOUVER, BRITISH COLUMBIA – TheNewswire – May 132022 – This press release is being disseminated in accordance with National Instrument 62-103, The Early Warning System and Related Issues Related to Takeover Bids and Insider Reportingas part of the filing of an early warning report dated May 132022, regarding the acquisition of certain securities of Beyond Oil Ltd. (formerly, FTC Cards Inc.) (the “Transmitter“) by Jonathan Or, Marketing Director and Director of the Issuer (the “Acquirer”).

On May 12, 2022, the Issuer acquired all of the shares of Beyond Oil Ltd., a company incorporated under Israeli law (the “Beyond Oil Israel“), pursuant to a definitive share purchase agreement (the “SPA“) dated September 26, 2021, between the Issuer, Beyond Oil Israel and the shareholders of Beyond Oil Israel (the “Transaction”).

The issuance of securities by the Issuer in consideration for the acquisition of the ordinary shares of the Purchaser of Beyond Oil upon the completion of the Transaction, triggered the obligation to file each early warning report. Following the Operation, a total of 48,821,008 common shares were outstanding in May 122022, immediately after completion of the Transaction.

Pursuant to the Transaction, the Purchaser acquired ownership and control of 6,414,831 common shares of the Issuer (the “Payment shares“), 646,693 common share purchase warrants (the “Matching mandates”) and 5,131,864 rights with conditional value (theConditional rights”) of the Issuer. Prior to the completion of the Transaction, the Purchaser did not hold any shares in the capital of the Issuer.

The 6,414,831 ordinary shares owned or controlled by the Purchaser following completion of the Transaction represent approximately 13.14% of the outstanding ordinary shares of the Issuer on a non-diluted basis. On a partially diluted basis, assuming the exercise of all Warrants and the issuance of Common Shares under the Contingent Rights (including those held by the Purchaser), the Purchaser will hold a total of 12,193 388 common shares of the issuer representing approximately 17.67% of the outstanding common shares of the Issuer.

The 6,414,831 Paying Shares and contingent rights are subject to an escrow agreement between FTC Cards Inc., Endeavor Trust Corporation, as escrow agent, and the purchaser dated May 12, 2022 (the “Escrow Agreement”) in the form prescribed by National Instruction 46-201 – Escrow for initial public offerings. In addition, Payout Actions are subject to certain contractual restrictions on resale set forth in the SPA

The payment shares, the vouchers and the conditional rights have been acquired for investment purposes. The Purchaser will from time to time assess its investment in the Issuer and may, depending on a variety of factors including, without limitation, the Issuer’s financial condition, ordinary share price levels, securities markets and general economic and industry conditions, the business or financial condition of the issuer, and other factors and conditions that the acquirer deems appropriate, increase, decrease or change their beneficial ownership of the common stock or other securities of the issuer in the future, but each does not currently intend to do so.

For further information on the transaction, please refer to the SPA, Escrow Agreement, FTC Cards Inc. Prospectus dated April 27, 2022 and Early Warning Report dated May 132022, all available under the issuer’s SEDAR profile at www.sedar.com.


Jonathan or

Tel: +972 50-593-0493

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