bcMetals Corporation

bcMetals Corporation

November 01, 2006 09:15 ET

bcMetals Confirms Recommendation to Reject Imperial Offer

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 1, 2006) - bcMetals Corporation ("bcMetals" or the "Company") (TSX VENTURE:C) confirms that its Board of Directors recommends that shareholders and warrantholders REJECT the unsolicited takeover bid made by Imperial Metals Corporation ("Imperial") (TSX:III).

bcMetals' limited purpose shareholder rights plan, which was adopted to ensure that shareholders have the opportunity to consider the proposed transaction negotiated with Global International Jiangxi Copper Mining Company Limited ("GIJCM"), effectively requires that Imperial extend its offer to a date after the November 30th shareholder meeting. Imperial has made no announcement of any such extension.

The shareholder rights plan was adopted only after Imperial refused a request to extend its takeover bid for sufficient time to allow shareholders to consider the transaction with GIJCM.

The Board of Directors of bcMetals remains committed to providing shareholders with a superior alternative to the unsolicited and non-negotiated takeover bid made by Imperial.

With the assistance of its financial advisor, Genuity Capital Markets, management continues to consider and respond to expressions of interest from third parties regarding potential transactions, in addition to the transaction negotiated with GIJCM. To date, bcMetals has entered into confidentiality agreements with and provided access to its data room to nine significant mining companies. Discussions in this regard are ongoing.

bcMetals' independent financial advisor, Capital West Partners, has provided its opinion that:

- the bid made by Imperial is inadequate from a financial point of view to shareholders and warrant holders of bcMetals, other than Imperial and its affiliates, and

- the proposed transaction with GIJCM is fair, from a financial point of view to the shareholders of bcMetals.

More details regarding the negotiated transaction with GIJCM and the process being undertaken by bcMetals' directors to identify one or more transactions that will provide shareholders with greater value than Imperial's offer are set out in the directors' circular of bcMetals, which is available through bcMetals' web site www.bcmetals.com or through www.sedar.com.

Ian Smith, President and Chief Executive Officer

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 Chief Executive Officer
    (604) 683-0140
    (604) 683-0126 (FAX)
    Website: www.bcmetalscorp.com