TMX group

VANCOUVER, April 19 /CNW/ - Bear Creek Mining Corporation (TSX-V: BCM)
(the "Company" or "Bear Creek") announced today that its board of directors
has approved the adoption of a Shareholder Rights Plan (the "Rights Plan").
Shareholder approval of the Rights Plan will be sought at the Company's annual
meeting of shareholders to be held on May 25, 2006. If the Rights Plan is
ratified by the shareholders, the Rights Plan will have an initial term which
expires at the annual meeting of shareholders of the Company to be held in
2009 unless terminated earlier. The Rights Plan may be extended beyond 2009 by
resolution of shareholders at such meeting. The TSX Venture Exchange has
accepted for filing the Rights Plan, subject to shareholder ratification.
The Rights Plan has been implemented by way of a rights plan agreement
(the "Rights Plan Agreement") which has been designed to protect shareholders
from unfair, abusive or coercive take-over strategies including the
acquisition of control of the Company by a bidder in a transaction or series
of transactions that may not treat all shareholders fairly nor afford all
shareholders an equal opportunity to share in the premium paid upon an
acquisition of control. The board of directors of the Company (the "Board")
considers that the adoption of the Rights Plan is desirable and in the
interests of all of the Company's shareholders. The Rights Plan Agreement was
adopted to provide the Board with sufficient time, in the event of a public
take-over bid or tender offer for the common shares of the Company, to pursue
alternatives which could enhance shareholder value. These alternatives could
involve the review of other take-over bids or offers from other interested
parties to provide shareholders desiring to sell the Company's common shares
with the best opportunity to realize the maximum sale price for their common
shares. In addition, with sufficient time, the Board would be able to explore
and, if feasible, advance alternatives to maximize share value through
possible corporate reorganizations or restructuring. The directors need time
in order to have any real ability to consider these alternatives.
Effective today, rights (the "Rights") will be issued and attached to all
of Bear Creek's outstanding common shares. A separate rights certificate will
not be issued until such time as the Rights become exercisable (which is
referred to as the "separation time"). The Rights will become exercisable only
if a person, together with its affiliates, associates and joint actors,
acquires or announces its intention to acquire beneficial ownership of Bear
Creek common shares which when aggregated with its current holdings total 20%
or more of the outstanding Bear Creek common shares (determined in the manner
set out in the Rights Plan). The Rights will permit the holder to purchase
common shares of the Company at a 50% discount to their market price (as
defined in the Rights Plan Agreement).
The Rights will not, however, be triggered by a "Permitted Bid" which is
defined as a bid which is outstanding for a minimum of 60 days, is made to all
of the shareholders of the Company for all of their common shares and, subject
to other specified conditions, is accepted by a majority of independent
shareholders (as detailed in the Rights Plan).
The Company has no knowledge of any pending or threatened takeover bids
for the Company, and has no reason to believe that any takeover offer for the
Company's shares is imminent.
Additional details regarding the Rights Plan will be provided in the
Management Information Circular that will be available for viewing on SEDAR
and mailed to the shareholders of the Company prior to the Company's upcoming
annual meeting of shareholders.

About Bear Creek Mining Corporation

Bear Creek Mining Corporation's focus is on the discovery of high quality
economic gold and silver deposits with a focus on Peru. Bear Creek's well-
qualified exploration team has extensive experience in Peru where the Company
maintains an ongoing aggressive exploration and acquisition program. Bear
Creek's Management and Board of Directors have a long and successful track
record of creating shareholder value through exploration and discovery.

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