bcMetals Corporation

bcMetals Corporation

October 19, 2006 18:49 ET

bcMetals Announces Adoption of Shareholder Rights Plan

Receives Notice of American Bullion Litigation

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Oct. 19, 2006) - bcMetals Corporation (TSX VENTURE:C) announced today that its Board of Directors has adopted a limited purpose shareholder rights plan (the "Rights Plan") in order to allow the shareholders of bcMetals the opportunity to consider the previously announced limited partnership proposed to be established by bcMetals and Global International Jiangxi Copper Mining Company Limited ("GIJCM"), for the development of bcMetals' Red Chris Project.

The Rights Plan has been adopted in response to the unsolicited, non-negotiated take-over bid (the "Imperial Bid") made by Imperial Metals Corporation ("Imperial"), through its wholly-owned subsidiary CAT-Gold Corporation, for all of the common shares and out-of-the-money warrants of bcMetals. The Imperial Bid currently expires at 4:00 p.m. (Pacific time) on November 2, 2006.

A special meeting of the shareholders of bcMetals has been called for November 30, 2006 to consider the proposed transaction with GIJCM and the Rights Plan (the "Meeting"). The record date for the meeting has been fixed at October 31, 2006. bcMetals requested that Imperial extend the time for expiration of the Imperial Bid to a time later than the conclusion of the Meeting. Imperial declined this request.

The Rights Plan will continue in effect until the completion of the Meeting. If bcMetals' shareholders approve the transaction with GIJCM and if the Rights Plan is approved by the shareholders, then the Rights Plan will continue in effect for an additional 60 days after the Meeting.

The Rights Plan will preclude a person or group of persons from acquiring more than 20% of bcMetals' outstanding common shares other than in compliance with the Rights Plan. A copy of the Rights Plan will be attached to a material change report to be filed by bcMetals and will be available at www.sedar.com.

The Board of Directors confirms its recommendation that shareholders reject the Imperial Bid on the basis that the Imperial Bid is financially inadequate, and is not in the best interests of bcMetals' shareholders. A formal response to the Imperial Bid was communicated by the Board to bcMetals' shareholders by way of the Directors' Circular filed and mailed to shareholders on October 12, 2006.

With the assistance of its financial advisor, Genuity Capital Markets, management of bcMetals continues to consider and respond to expressions of interest from third parties regarding potential alternative transactions to the Imperial Bid.

Mr. Jay Sujir, Chairman of the Board of Directors of bcMetals said, "We believe the adoption of a limited purpose shareholder rights plan is necessary to provide shareholders the opportunity to consider the proposed transaction with GIJCM. To that end, the shareholders' meeting has been called for the earliest possible date."

American Bullion Litigation

bcMetals also announced that it has received notice of a petition from certain minority shareholders of American Bullion Minerals Ltd. ("ABML"), a company in which bcMetals owns 52% of the outstanding common shares and which has recently been petitioned into bankruptcy. The proceedings seek various relief, including orders against persons who have not been made party to the proceedings. The proceedings also seek to open matters for which the limitation periods have expired and to re-open matters that have been previously been resolved in favour of bcMetals. bcMetals is of the belief that the proceedings are entirely without merit.

Ian Smith, President and CEO

This release contains forward-looking statements, including statements relating to bcMetals' future plans and objectives with respect to the development of the Red Chris Property and the proposed transaction with Global International Jiangxi Copper Mining Company Limited. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in bcMetals' business, including risks inherent in resource exploration and development. There can be no assurance that the arrangements with Global International Jiangxi Copper Mining Company Limited referred to herein will be completed as planned or that the Red Chris Property will be placed into production. Actual results may vary materially from those described in forward-looking statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • bcMetals Corporation
    Ian Smith
    President and CEO
    (604) 683-0140
    (604) 683-0126 (FAX)