bcMetals Corporation
TSX VENTURE : C

bcMetals Corporation

January 04, 2007 19:42 ET

bcMetals Mails Directors' Circular Recommending Imperial Offer

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 4, 2007) - bcMetals Corporation (TSX VENTURE:C) announces that it has today mailed to its shareholders and securityholders a directors' circular containing the unanimous recommendation of bcMetals' directors to accept the offer made today by Cat-Gold Corporation, a wholly-owned subsidiary of Imperial Metals Corporation, to acquire all the outstanding common shares and out-of-the-money options and warrants of bcMetals at a price of $1.10 per common share and $0.02 per out-of-the-money option and warrant, to be paid in cash (the "Imperial Offer"). The directors' circular also contains the unanimous recommendation of bcMetals' directors to reject the offer by Taseko Acquisitionsub Ltd., a wholly-owned subsidiary of Taseko Mines Limited, dated November 23, 2006 and varied and extended on December 28, 2006 (as so varied and extended, the "Revised Taseko Offer").

The Board of bcMetals carefully reviewed the Imperial Offer and the Revised Taseko Offer, and received, among other things, advice from its financial and legal advisors. In making its determination, the Board considered a number of factors including, in particular, that the Revised Taseko Offer is conditional upon Taseko obtaining a legal opinion about the merits of the Miningwatch Canada and the Trafigura Beheer B.V. litigation which satisfies Taseko that such actions constitute an acceptable level of risk relating to bcMetals' future operations. In contrast, the Imperial Offer is only subject to there being no materially adverse developments in the Glencore Ltd., Miningwatch Canada or the Trafigura Beheer B.V. litigation since December 21, 2006. The Board believes that this condition of the Revised Taseko Offer provides broad discretion in favour of Taseko to determine, in its sole judgment, whether it is inadvisable for Taseko to proceed with the Revised Taseko Offer such that the Revised Taseko Offer constitutes little more than the grant of an option to Taseko to acquire common shares and out-of-the-money warrants of bcMetals.

Full details of the reasons for the recommendation of the Board are included in the directors' circular mailed today and filed with securities regulators.

Ian Smith, President and Chief Executive Officer

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