Vancouver — In the spirit of the holidays, both bcMetals‘ (C-V, BMTLF-O) and Imperial Metals (III-T, IPMLF-O) have come to mutually agreeable terms on the latter’s planned takeover of the junior, only to see a revised competing offer come forward from Taseko Mines (TKO-T, TGB-X).
Imperial has boosted its previous all-cash offer to $1.10 per bcMetals share plus 2 for any “out-of-the-money” securities. In return, all bcMetals directors and officers have indicated they will tender to the new offer and will also recommend that shareholders do likewise.
bcMetals’ board also intended to formally recommend rejection of the competing $1.05 per share offer put forward by Taseko in early-November. However soon after the friendly agreement between Imperial and bcMetals was announced, Taseko upped its bid to match the $1.10 offer and cites a sooner payout for those that tender to its offer.
The initial 95-per-share offer launched by Imperial in early-September was subsequently withdrawn after a couple of months due to “certain risks and uncertainties” that could have arisen from bcMetals’ implemented shareholder rights plan. Under the mechanism adopted by bcMetals’ board of directors in mid-October, any person or group acquiring more than 20% of the company’s shares would trigger a provision allowing shareholders to purchase additional shares at a 50% discount to market price thus causing significant stock dilution and make the takeover more costly. bcMetals recently allowed its rights plan to expire and it is no longer in effect.
Imperial’s bid is conditional on acquiring 66.67% of bcMetals’ shares. It is also contingent on bcMetals’ agreement with Hong Kong-based Global International Jiangxi Copper Mining (GIJCM), to form a limited partnership for development of the Red Chris copper-gold deposit, being terminated.
To counter, Taseko has amended conditions in its offer. It has dropped its requirement for a settlement with minority shareholders of bcMetals’ subsidiary American Bullion Minerals and has also lowered its minimum tendering threshold from 66.67% to 50% plus one.
From its earlier offers, Imperial already holds almost 7.4 million shares of bcMetals, about 19.25%, while Taseko reports holding about 1.8 million bcMetals shares, representing 4.67%.
bcMetals’ Red Chris copper-gold porphyry deposit, located near Iskut in northwestern British Columbia, hosts life-of-mine proven and probable reserves of 277.8 million tonnes grading 0.35% copper and 0.27 gram gold per tonne (about 2.1 billion contained lbs. of copper and 2.4 million contained ozs. of gold). Additional measured, indicated and inferred resources outside the pit shell are 574.8 million tonnes at 0.32% copper and 0.28 gram gold. Mining plans call for a conventional open pit operation producing about 110 million lbs. of copper and 75,000 ozs. of gold in concentrates annually over its initial five years.
More than $30 million has been spent on advancing Red Chris including completion of a bankable feasibility study and receipt of necessary environmental approvals. Additionally, a US$110-million project debt financing facility has been arranged through Investec Bank (UK).
Shares of bcMetals closed up a nickel at the new offer price of $1.10 apiece following the revised offers.
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