VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 4, 2007) - Imperial Metals Corporation (TSX:III) reports its wholly-owned subsidiary, CAT-Gold Corporation has today mailed its previously announced offer ("Offer") to acquire all the outstanding common shares and out-of-the-money options and warrants of bcMetals Corporation (TSX VENTURE:C) 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 Offer represents a premium of 69.4% over the average closing price for the common shares of bcMetals for the 20 active trading days prior to the announcement of CAT-Gold's initial offer on September 8, 2006 which was subsequently terminated. The Offer price also matches the price of the an outstanding unsolicited takeover bid for the common shares and out-of-the-money warrants of bcMetals made by Taseko Acquisitionsub Ltd., a subsidiary of Taseko Mines Limited, dated November 23, 2006, and varied and extended on December 28, 2006.
Full details of the Offer are included in the formal offer and takeover bid circular mailed today and filed with securities regulators. The Offer will be open for acceptance until Friday, February 9, 2007 (the "Expiry Time").
The Offer will be subject to a minimum tender condition requiring that the number of Common Shares validly tendered to the Offer at or prior to the Expiry Time is equal to the greater of (i) 66 2/3% of the Common Shares outstanding at the Expiry Time (on a fully diluted basis), including the Common Shares held by CAT-Gold and its affiliates; and (ii) a simple majority of the Common Shares outstanding at the Expiry Time (on a fully diluted basis), excluding the Common Shares held by CAT-Gold and its affiliates prior to the Expiry Time. In determining whether this minimum tender condition has been satisfied, all out-of-the-money options and warrants tendered to the Offer will not be included in the calculation of the number of fully diluted Common Shares.
The Offer is also subject to other conditions, including termination of an agreement among bcMetals, Global International Jiangxi Copper Mining Company Limited and their affiliates in respect of bcMetals' Red Chris property without material cost or obligation to bcMetals (other than as provided for by the relevant agreements); absence of materially adverse developments in certain litigation in which bcMetals is currently involved; and receipt of all necessary regulatory approvals.
The Imperial Offer is significantly more certain than the Taseko offer which is conditional on receipt by Taseko of a legal opinion on the merits of litigation involving bcMetals and Trafigura Beheer B.V. The legal opinion must satisfy Taseko that such litigation constitutes an acceptable level of risk relating to bcMetals' future operations. This condition gives Taseko a broad discretion to determine, in its sole judgment, whether to proceed with or terminate its offer. Accordingly, tendering to Taseko's offer constitutes little more than the grant of an option to Taseko to acquire shares and warrants of bcMetals. By contrast, Imperial's condition in respect of this same litigation is only that no material adverse developments have occurred following the date of its December 21, 2006 bid support agreement with bcMetals.
Imperial currently holds approximately 19.25% (7,389,694) of the issued and outstanding common shares of bcMetals.
Investors and security holders of bcMetals are urged to read the formal offer and takeover bid circular, and any amendments thereto when they become available, as they contain important information. A copy of the formal offer and takeover bid circular will be available on Imperial's website www.imperialmetals.com, the SEDAR website www.sedar.com, or by direct request to Imperial.
FOR FURTHER INFORMATION PLEASE CONTACT:
Imperial Metals Corporation
Imperial Metals Corporation
Chief Financial Officer