Vancouver, British Columbia -- Bell Copper Corporation ("Bell" or the "Company") (TSX-V: BCU) announces that it, along with its wholly owned subsidiaries Rogue River Resources Corp. ("Rogue River") and Minera Montoro S.A. de C.V. ("Montoro") which holds the La Balsa project in Mexico, have entered into a share and asset sale and purchase agreement with Binhhai Harbour Group HK Co., Limited ("Binhai") and Mr. Jie Lu ("Lu") (Binhai and Lu collectively the "Purchasers") pursuant to which: (i) the Purchasers will purchase 100% of the issued and outstanding shares of Montoro; and (ii) Binhai will purchase from Rogue River the SXEW plant owned by Rogue River and which is being stored in Arizona.
The proceeds from the sale of Montoro and the SXEW plant, in the aggregate amount of US$8 million (the "Sale Price") will be assigned to Macquarie Bank Limited ("Macquarie") which holds security over Rogue River, Montoro, the La Balsa Project and the SXEW plant for an amount exceeding the Sale Price ($9,157,332 as reported in the Company's Interim Financial Statements of March 31, 2013). Accordingly neither Bell nor Rogue River will retain any net proceeds from the sale. In addition to discharging its security and releasing Rogue River from all of its debt, Macquarie will, as part of the transaction, terminate the 2% NSR royalty on the La Balsa project held by Macquarie and return to Bell for cancellation 19,036,820 common shares of Bell held by Macquarie.
The sale transaction, which is subject to regulatory approval, will result in the elimination of all debt owed to Macquarie by Rogue River with a consequential reduction of debt on Bell's consolidated financial statements ($9,157,332 as reported in the Company's Interim Financial Statements of March 31, 2013). The cancellation of 19,036,820 common shares of Bell will reduce the number of shares issued and outstanding to 32,030,132 (on a post-consolidated basis).
Annual General Meeting
On July 3, 2013, the shareholders of the Company:
• Appointed McGovern, Hurley, Cunningham, LLP as auditors;
• Set the number of directors at three and re-elected Timothy Marsh, Brian Leeners and Francis Ling as directors;
• Approved the consolidation of the Company's shares on a 1 for 5 ratio which will result in the Company having 35,837,497 shares issued and outstanding after the consolidation;
• Approved the Option Agreement with Phoenix Copper Corporation on the Kabba Project; and
• Adopted the Advanced Notice Policy.
Since completing the Board and Management Transition in December of 2012, the Company has focused on reducing its expenses and debt obligations to better position the Company for the provision of value to its shareholders.
On behalf of the Board of Directors of
Bell Copper Corporation
Timothy Marsh, CEO & Director
For further information please contact the Company
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.