Bell Copper Corporation

Bell Copper Corporation

September 10, 2012 07:00 ET

Bell Copper Amends Purchase Agreement with Copper Fox Metals and Completes Sale of Sombrero Butte Property and Van Dyke BLM Claims in Arizona

TORONTO, ONTARIO--(Marketwire - Sept. 10, 2012) - Bell Copper Corporation ("Bell Copper" or the "Company") (TSX VENTURE:BCU) announces that it has amended the purchase agreement (the "Purchase Agreement") between Bell Copper and Copper Fox Metals Inc. ("Copper Fox") (TSX VENTURE:CUU) and completed the sale to Copper Fox of the Sombrero Butte property located in Pinal County, Arizona (the "Sombrero Butte Property") and all Bureau of Land Management (Arizona) lode claims (the "Van Dyke BLM Claims") that Bell Copper has located which are adjacent to Bell Copper's interests in the Van Dyke copper deposit located in Miami, Arizona (the "Van Dyke Property").

The Purchase Agreement has been amended to provide for the acquisition by Copper Fox of the Sombrero Butte Property and Van Dyke BLM Claims separately from the Van Dyke Property by paying to Bell Copper Cdn$1,000,000 for the Sombrero Butte Property and Van Dyke BLM Claims and Cdn$1,000,000 for the Van Dyke Property and assuming Bell Copper's continuing obligations in respect of such properties. The total consideration for the properties remains Cdn$2,000,000 in cash (see the press release issued by the Company on July 9, 2012).

Copper Fox has completed the acquisition of the Sombrero Butte Property and the Van Dyke BLM Claims by paying to Bell Copper Cdn$1,000,000 and assuming Bell Copper's continuing obligations in respect of the Sombrero Butte Property and the Van Dyke BLM Claims.

Bell Copper has tendered into escrow all of the closing deliveries required to complete the acquisition of the Van Dyke Property pursuant to the purchase and sale and royalty agreement (the "Van Dyke Agreement") between Bell Resources (Nevada) Corporation, a wholly-owned subsidiary of Bell Copper, and Bennu Properties, LLC, Albert W. Fritz Jr. and Edith Spencer Fritz (collectively, the "Vendors")(see the news release issued by Bell Copper on March 12, 2012). As of the date of this news release, the Vendors have not complied with their obligation to sell the Van Dyke Property to Bell Copper, and therefore Bell Copper intends to aggressively pursue its legal rights in respect of the Van Dyke Agreement. Upon Bell Copper completing the acquisition of the Van Dyke Property from the Vendors, Copper Fox will acquire the Van Dyke Property from Bell Copper for Cdn$1,000,000.

Bell Copper also announces that it has terminated the letter of intent between Bell Copper and AKA Ventures Inc. ("AKA") in accordance with its terms. Under the letter of intent, Bell Copper had granted AKA the option to earn a 60% interest in the Company's Kabba project in Mohave County, Arizona (see the news release issued by the Company on April 11, 2012).

Michael Werner, Chief Executive Officer of Bell Copper, stated: "Our Arizona properties have always been our vision of growth for the company. However, due to challenging capital market conditions, the sale of assets was the only reasonable way for Bell Copper to continue as a going concern. Management believes that the sale of the Sombrero Butte Property and Van Dyke BLM Claims, together with the anticipated sale of the Van Dyke Property, positions the Company well for moving the Kabba project ahead when equity market conditions improve. Management intends to continue to evaluate additional exploration and production opportunities for the Company."

Bell Copper also announces it is terminating its previously announced private placement financing (see the news release issued by the Company on March 27, 2012). It further announces the resignations of Ms. Deborah Battiston as Chief Financial Officer, Mr. John Andreazza as Vice President, Metallurgy, and Mr. Josh Van Deurzen as Corporate Secretary. Mr. Paul Andersen will replace Ms. Battiston as Chief Financial Officer. Mr. Andersen is the Managing Partner of Forbes Andersen LLP and has over 15 years of experience in senior management roles in both private and public companies. Mr. Andersen and his firm will assume responsibility for the Company's financial reporting and compliance requirements. Mr. Michael Werner, Chief Executive Officer of the Company, will replace Mr. Van Deurzen as Corporate Secretary. The Company expects these management changes to reduce the Company's fixed costs. The Company thanks Ms. Battiston, Mr. Andreazza and Mr. Van Deurzen for their service.

About Bell Copper

Bell Copper is a public company focused on the development and exploration of copper assets in the Americas through internal efforts and via strategic partnerships.

More information on Bell Copper:

On behalf of the Board of Directors of Bell Copper Corporation

Michael Werner, CEO & Director

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the Company's intention to advance the Kabba project and the Company's intension to aggressively pursue its rights under the Van Dyke Agreement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; acquisition risks, the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the Property not being integrated successfully or such integration proving more difficult, time consuming or costly than expected, not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and shortages and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.


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