Thursday, December 04, 2008
Vancouver, B.C.: Bell Copper Corporation ("Bell Copper" or the "Company") (TSX-V Symbol: BCU), announces that the Company has implemented a strategic plan to work through the unprecedented challenges in the capital markets.
Capital Markets
Since the close of the Company's completed merger in May of 2008, the capital markets in Canada and globally have been generally devoid of institutional and investment banking financing for junior exploration and development companies. In this environment it becomes imperative that companies preserve capital and reduce expenditures.
Bell Copper Plan
Bell has been reducing its exposure to non-core project expenditures since September of 2007 by optioning or terminating non-core projects. The Company has also reduced staff in its Vancouver office and on its technical team and has incurred no major expenditures on its core projects other than payments to keep the core projects in good standing and certain surface exploration work at Kabba and Sombrero Butte. This work has resulted in this summer's announced advances at both the Kabba and Sombrero Butte projects. The Company will focus on moving its core projects forward via option, joint venture and sale arrangements. The Company is further focused on servicing and eliminating its debt via the sale of equity, assets and through project transactions.
Core Project Plans
A major component of the Company's plan to reduce exposure to expenses is to enter into options and joint ventures on its assets. Such partnerships make sense based on the upside potential of the projects versus the current market capitalization of the Company. In this regard, the Company is soliciting interest in optioning both the Sombrero and Kabba projects. Each of the projects is drill ready and the next drill program on each is expected to cost approximately $500,000. Based on work programs completed this summer and fall the preliminary work and planning in preparation for drilling on both of these projects is complete.
The Company is seeking a joint venture partner and/or sale of the La Balsa project in order to retire the debt associated with that project. The next steps at La Balsa are drilling for a potential underlying porphyry and completion of a Bankable Feasibility study. The Company also maintains the SX-EW plant for the La Balsa project in Arizona and has received interest in the plant from several parties.
The Granduc project is a seasonal project and has very little expense during the off season. The project also has very low holding costs and work assessments are in good standing until 2015. The Company is seeking a joint venture partner for the Granduc project for its development stage where the next steps include re-engineering of the access tunnel and drilling with a view to ultimately progressing the project toward a NI 43-101 Resource.
Debt Reduction Plan
As per the September 2008 Financial Statements (see SEDAR) the Company is carrying the following debt:
Bell Copper Corporation -- Demand Debenture
The Company entered into a demand debenture dated August 29, 2007 (the "Debenture") with Macquarie Bank Limited ("Macquarie") in the principal amount of $2,000,000 and with an original maturity of December 31, 2007. Principal is payable on demand, and interest was payable at the rate of 1% monthly until December 31, 2007. Pursuant to the agreement, Macquarie exercised its option to extend the maturity of the Debenture on a monthly basis with interest payable at 2% per month. The Company paid down $100,000 of the Debenture principal in October 2008 and is currently in negotiations with Macquarie for an extension of the remaining $1,900,000 balance. This is the only institutional debt of Bell Copper Corporation. The Balance of debt owing by the Company is trade payables, alliance project expenditures/payments and internal debt.
Rogue River Resources Corp. -- Convertible Debentures
Rogue River Resources Corp. ("Rogue River"), a separate wholly-owned subsidiary of Bell Copper, has the obligation to pay the debt created by the following convertible debentures. The debenture holders may, however, elect to extinguish the debt by converting the debt into shares of Bell Copper.
Rogue River entered into a convertible debenture agreement (the "RAB Debenture"), dated March 27, 2007, in the principal amount of $3,424,000 (US $3,000,000) with RAB Special Situations (Master) Fund Limited ("RAB"). The RAB Debenture is convertible, at the option of RAB, into common shares based on the lesser of US $0.75 per share, or the number of shares calculated at a 25% discount to the share price at the date of the Company's merger on May 12, 2008. The Principal amount of the RAB Debenture is payable on demand. The agreement stipulates that no interest was payable until June 30, 2007 at which time the rate went to 1% per month. On November 30, 2007 the interest rate went to 2% per month with interest accruable. At September 30, 2008, the principal amount plus accrued interest totaled US $3,827,449.
Rogue River entered into a convertible debenture agreement (the "Macquarie Debenture"), dated August 31, 2007, in the principal amount of $2,000,000 with Macquarie. The Macquarie Debenture is convertible, at the option of Macquarie, into common shares based on the lesser of $0.78 per share, or the number of shares calculated at a 25% discount to the Company's share price at the date of the Company's merger on May 12, 2008. The Principal amount of the Macquarie Debenture is payable on demand. Interest accrued at 1% per month until November 30, 2007 after which time interest accrued at 2% per month. Accrued interest is capitalized quarterly. At September 30, 2008, the principal amount plus accrued interest totaled $2,502,563.
Financing Plan
- Sale of Equity/Convertible Debentures: Bell Copper is currently pursuing opportunities to finance the Company via the sale of equity and/or via convertible debt.
- Project Option/Joint Venture/Sale Transactions: Bell Copper is in various stages of the project review process with multiple parties.
- Sale of Assets: Bell Copper is in various stages of the asset review process with multiple parties.
About Bell CopperBell Copper is focused on the exploration and development of copper assets in the Americas through internal efforts and via strategic partnerships.
More information on Bell Copper:
www.bellcopper.netOn behalf of the Board of Directors of
Bell Copper Corporation"Brian Leeners"Brian Leeners, CFO & DirectorFor further information please contact the Company
Tel: 604 669-1484 or email:
info@bellcopper.netTHE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. Forward-looking statements in this release are made pursuant to the 'safe harbor' provisions of the Private Securities Litigation Reform act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties
You can also view this News Release on our website at:
http://www.bellcopper.net/s/News_Releases.asp?ReportID=330954