Providing coverage of Alaska and Northwest Canada's mineral industry
February 2007

Vol. 12, No. 8 Week of February 25, 2007

MINING NEWS: Imperial prevails in bid for BcMetals

Sister company of Northern Dynasty bows out after target’s management cuts deal with rival, endorses opponent’s buyout offer

Rose Ragsdale

For Mining News

From the opening volley last fall in what became a heated bidding war between two Canadian junior mining companies seeking to acquire BcMetals Corp. of Vancouver, B.C., observers couldn’t predict what would happen next.

But Imperial Metals Corp., also of Vancouver, upped its buyout offer one last time Feb. 2 to C$1.70 a share, valuing BcMetals at just under C$70 million.

It proved to be an offer too good to refuse.

BcMetals urged shareholders Feb. 14 to tender their securities to the Imperial offer and indicated that BcMetals directors and managers planned to do the same.

Imperial’s bid also persuaded Taseko Mines, Ltd., a subsidiary of Hunter Dickinson Ltd., to throw in the towel on its unsuccessful pursuit of BcMetals.

Taseko bowed out after weighing in with a final bid of C$1.60 a share Feb. 1 and picking up more than 3.2 million shares of BcMetals’ nearly 41 million outstanding shares.

Taseko owns the Gibraltar copper-molybdenum mine, the Prosperity gold-copper project and the Harmony gold deposit, all in British Columbia. It is a sister company of Northern Dynasty Ltd., which is developing the Pebble copper-gold-molybdenum project in southwestern Alaska.

Imperial Metals holds the Mount Polley mine northeast of Williams Lake, B.C., and a 50 percent stake in the Huckleberry mine in west-central B.C.

Taseko indicated that it would liquidate its holdings in BcMetals, according to a statement Feb. 13.

BcMetals fought takeover

The latest moves culminated months of back-and-forth bidding by the two companies, which drove up the original offer price of 95 cents a share Canadian for BcMetals stock to nearly double that amount.

By Oct. 5, Imperial has purchased 1.85 million shares of BcMetals securities at an average price of 94 cents a share Canadian, bringing to just over 3 million shares its total stake in the company.

To ward off the hostile takeover, BcMetals adopted a shareholder rights plan, or “poison pill,” Oct. 20 that precluded a company from acquiring more than 20 percent of BcMetals stock. The junior also signed an agreement with a Hong Kong-based investment company to enter a limited partnership to develop its Red Chris property in northern British Columbia.

Red Chris, a rich porphyry copper-gold project in northern British Columbia, is widely regarded as the plum both Imperial and Taseko hoped to pluck with the acquisition of BcMetals.

Imperial Metals Chief Financial Officer Andre Deepwell told reporters in January that there aren’t many projects like Red Chris available for development.

He said the project represents near-term production for Imperial within the next five years.

Taseko made its first bid for BcMetals of C$1.05 a share Nov. 2.

But when BcMetals announced its poison pill and limited partnership plans for Red Chris, both Imperial and Taseko reconsidered their purchase offers.

Bidding heated up again in early January when BcMetals management approved an Imperial offer of C$1.10 a share after that company dropped certain conditions attached to its bid and agreed to fund a $3 million line of credit for BcMetals.

Taseko immediately fired back with a purchase offer of C$1.15 a share, minus conditions it has previously attached to its bids.

A tit-for-tat series of offers and counter offers followed in which the bids shot up to the Imperial offer of C$1.70 a share Feb. 2.

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