Tuesday, April 06, 2010
Vancouver, B.C.: Bell Copper Corporation ("Bell Copper" or the "Company") (TSX-V Symbol: BCU) is pleased to announce that the Company has concluded a binding letter of intent to option (the "Option") the Granduc Project near Stewart, British Columbia to Castle Resources Inc. ("Castle"). Under the terms of the Option, Castle can earn up to an 80% interest in the Granduc Project by expending $25 million on exploration and drilling and by paying to Bell Copper $2.5 million in cash and issuing 1.5 million shares of Castle. Bell Copper will retain a 20% interest in the Granduc Project upon completion of the earn-in obligations and through feasibility at which point Castle can earn a further 10% interest by providing production financing after feasibility.
Castle can earn an initial 51% interest upon completion of the following:
- Spending $2.5 million on project expenditures by the 1st anniversary; and
- Spending a cumulative total of $7.0 million on project expenditures by the 3rd anniversary.
Castle can earn a further 29% interest by completing the following:
- Spending an additional $18.0 million on project expenditures by the 6th anniversary for a cumulative total of $25.0 million.
Castle will also be required to pay to Bell Copper $2.5 million on closing and to issue 1.5 million shares of Castle to Bell Copper as per the following schedule:
- 250,000 shares on Closing;
- 250,000 on the 1st anniversary of Closing;
- 250,000 on the 2nd anniversary of Closing;
- 250,000 on the 3rd anniversary of Closing;
- 250,000 on the 4th anniversary of Closing; and
- 250,000 on the 5th anniversary of Closing.
Under the terms of the Option, Castle will be required to spend a minimum of $2 million on project expenditures per year (other than in the 1st year) for the duration of the Option subject to a one-time right to defer any remaining expenditure due in any one year to the immediately following year. Bell Copper will pay for an additional $500,000 in expenditures (from the $2.5 million cash payment) in the 1st year of the Option.
The Option is subject to a 60 day exclusive due diligence period commencing on April 1, 2010. Castle is obligated to pay a $20,000 non-refundable cash payment to Bell Copper on execution of the binding letter of intent. It is estimated by the parties to the Option that the $25 million in expenditures will be required to move the Granduc Project toward feasibility. The Option is subject to the acceptance of the TSX Venture Exchange.
The Company's near-term plans did not include the expenditure of significant capital at the Granduc and therefore the transaction with Castle allows the project to move forward while Bell Copper retains a meaningful carried interest in the ultimate success of the project.
The Company's $2.0 million demand debenture with Macquarie Bank Limited ("Macquarie") had a principal amount plus accrued interest of C$2,560,559.38 as at February 28, 2010. It is the Company's plan to utilize the aforementioned cash payment from Castle to reduce the principal amount of the Macquarie demand debenture to nil.
As of February 28, 2010, all outstanding holders of the Company's $750,000 Convertible Debenture issued in February 2009 have made the election to convert to shares and warrants in the Company.
Under the Spinco Transaction announced in Stockwatch on Dec. 7, 2009, the residual BellCo, to be named Phoenix Copper, will retain the Company's residual interest in the Granduc Project and the La Balsa Project and Macquarie debt obligations relating to the La Balsa Project (within a wholly owned subsidiary - Rogue River Resources Corp.).
The specific assets to be spun out to shareholders under the NewCo will include the Company's 100-per-cent-owned Kabba porphyry exploration project located in Mohave County, Arizona and the 100-per-cent-owned Sombrero Butte porphyry exploration project, located within the Copper Creek district in Pinal County, Arizona.
The Spinco transaction is subject to shareholder as well as court approval and subject to the acceptance of the TSX Venture Exchange. Further particulars will be announced in due course.
About Bell CopperBell Copper is focused on the exploration and development of copper assets in the Americas through internal efforts and via strategic partnerships.
For more information on Bell Copper:
www.bellcopper.netOn behalf of the Board of Directors of
Bell Copper Corporation"Michael Werner"Michael Werner, CEO & 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=393706