Bell Copper Adopts Shareholder Rights Plan
Suite 900 - 885 West Georgia Street | Vancouver, British Columbia | V6C 3H1 | Canada
1-800-418-8250 | www:bellcopper.net | [email protected]
January 27, 2022
News Release
Bell Copper Corporation
Bell Copper Adopts Shareholder Rights Plan
VANCOUVER, B.C. - Bell Copper Corporation (TSXV:BCU)(OTCQB:BCUFF) (“Bell Copper” or the
“Company”) announces that it has entered into a shareholder rights plan agreement (the “Plan”) with
TMX Trust Company as rights agent effective January 27, 2022 . The Plan is similar to rights plans
adopted by other Canadian public companies and has not been adopted in response to any pending or
threatened takeover bid for B ell Copper nor is the Company aware of any such effort. Rather, the Plan
has been adopted with a view to ensuring, to the extent possible, that all shareholders of the Company
have an equa l opportunity to participate in, and are treated fairly in the event of a “creeping takeover
bid” for the Company. Creeping takeover bids, which were not addressed in Canada’s takeover bid
regime updated in May 2016, occur where acquisition of effective control takes place through a number
of share purchases over time.
While the Plan is effective immediately, it is subject to ratification by the Company’s shareholders within
six months of its adoption. Bell Copper will be seeking shareholder ratification of the Plan at a special
meeting of its shareholder which will be scheduled to be held before June 25, 2022 (the “ SGM”). A
summary of the principal terms of the Plan will be described in the management information circular
being sent to all B ell Copper shareholders in connection with the SGM and a complete copy of the Plan
will be made available for viewing under the Company’s profile on SEDAR at www.sedar.com.
Under the Plan, one right (a “Right”) has been issued in respect of each issued and outstanding common
share of Bell Copper as of the close of business on January 27, 2022 and one Right will also be issued and
attach to each subsequently issued common share. These Rights will only become exercisable if a
person (an “Acquiring Person”), including affiliates and associates and persons acting jointly or in
concert with such person (“Related Persons”), becomes the beneficial owner of 20% or more of the
outstanding common shares of B ell Copper without complying with the “permitted bid” provisions of
the Plan or, in certain circumstances, without the approval of the Company’s board of directors (the
“Board”). In such event, holders of common shares, other than the Acquiring Person and any Related
Persons, will be ent itled to exercise their Rights and purchase common shares of the Company at a
substantial discount to the then market price of the Company’s shares.
The Plan is scheduled to expire at the close of business on the date of B ell Copper’s annual meeting of
shareholders to be held in in 2025, unless terminated earlier in accordance with the terms of the Plan.
The Plan has been submitted to the TSX Venture Exchange, and remains subject to approval of the TSX
Venture Exchange and ratification by Bell Copper’s shareholders at the SGM, failing which the Plan and
all Rights issued thereunder will terminate.
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www.bellcopper.net | Vancouver, BC, Canada | 1 800 418 8250
About Bell Copper
Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of
large copper deposits located in Arizona. Bell Copper is exploring its 100% owned Big Sandy Porphyry
Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture - Earn In.
On behalf of the Board of Directors of
Bell Copper Corporation
"Timothy Marsh"
Timothy Marsh, President, CEO & Director
For further information please contact the Company
Tel: 1 800 418 8250
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as t hat term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release includes “forward -looking statements” and “forward -looking information” with in the meaning of Canadian
securities legislation. All statements included in this news release, other than statements of historical fact, are forward -looking
statements. Forward-looking statements include predictions, projections and forecasts and are oft en, but not always, identified
by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "inten d"
and statements that an event or result "may", "will", "should", "could" or "might" occur or be ac hieved and other similar
expressions and includes the negatives thereof. Forward-looking statements in this news release include that the shareholders
rights plan will ensure that all shareholders are treated fairly in the event of a takeover and that the plan will be put to
shareholder at the SGM for ratification. Forward-looking statements are based on a number of assumptions and estimates
that, while considered reasonable by management based on the business and markets in which Bell Copper operates, ar e
inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies , including the
risk that the TSX Venture Exchange will not approve the shareholders rights plan and that the shareholders will not ratify th e
plan at the SGM . There can be no assurance that such statements will prove to be accurate and actual results, and future
events could differ materially from those anticipated in such statements. Important factors that could cause actual results t o
differ m aterially from the Company's expectations include actual exploration results, interpretation of metallurgical
characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices,
availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks,
regulatory changes, delays or inability to receive required approvals, and other exploration or other risks detailed herein a nd
from time to time in the f ilings made by the Company with securities regulators, including those described in the Company’s
most recently filed MD&A. The Company does not undertake to update or revise any forward -looking statements, except in
accordance with applicable law.