The Instructions accompanying the Letter of Acceptance and Transmittal should

The Instructions accompanying the Letter of Acceptance and Transmittal should be read carefully before completing this Letter of Acceptance and Transmittal. The Depositary (see last page for addresses and telephone numbers) or your broker or other financial advisor will assist you in completing this Letter of Acceptance and Transmittal. LETTER OF ACCEPTANCE AND TRANSMITTAL to accompany certificates for Common Shares and Out-Of-The-Money Warrants of bcMETALS CORPORATION THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 4:00 PM PACIFIC TIME ON NOVEMBER 2, 2006 UNLESS EXTENDED, WITHDRAWN OR VARIED. This Letter of Acceptance and Transmittal, properly completed and duly executed, together with all other required documents, must accompany certificates for common shares (the “Common Shares”) and/or Out-Of-The-Money Warrants (the “Out-Of-The-Money Warrants” and together with the Common Shares, the “Securities”) of bcMetals Corporation (“bcMetals”) deposited pursuant to the offer (the “Offer”) dated September 27, 2006 made by CAT-Gold Corporation (the “Offeror”), a wholly owned subsidiary of Imperial Metals Corporation (“Imperial”), to holders (“Holders”) of bcMetals’ Securities. Capitalized terms used but not defined in the Letter of Acceptance and Transmittal which are defined in the Offer and Circular dated September 27, 2006 have the meanings set out in that Offer and Circular. TO: AND TO: CAT-GOLD CORPORATION COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein. The undersigned delivers to you the enclosed certificates(s) for Securities and, subject only to the provisions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Securities upon the terms and conditions contained in the Offer. The following are the details of the enclosed certificate(s): COMMON SHARES Certificate Number(s) Name in which Registered Number of Common Shares Deposited* * Unless otherwise indicated, the total number of Common Shares evidenced by all certificates delivered will be deemed to have been deposited. See Instruction 6. DM_VAN/245363-00019/6565221.5 -2- OUT-OF-THE-MONEY WARRANTS Certificate Number(s) Name in which Registered Number of Out-Of-The-Money Warrants Deposited* * Unless otherwise indicated, the total number of Out-Of-The-Money Warrants evidenced by all certificates delivered will be deemed to have been deposited. See Instruction 6. The undersigned acknowledges receipt of the Offer and represents and warrants that the undersigned has good and sufficient authority to deposit, sell, assign and transfer the Securities represented by the enclosed certificate(s) (the “Deposited Securities”) and that when the Deposited Securities are accepted for payment by the Offeror, the Offeror will acquire good title to the Deposited Securities free from all liens, charges, encumbrances, claims and equities and in accordance with the following: IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED the undersigned irrevocably deposits, sells, assigns and transfers to the Offeror all of the right, title and interest of the undersigned in and to the Deposited Securities and in and to all rights and benefits arising from such Deposited Securities, including any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, “Distributions”) which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Securities or any of them on or after September 27, 2006, including the right of the undersigned to receive any and all dividends, distributions or payments on such Distributions (the Deposited Securities, upon being taken up and paid for are, together with any Distributions thereon, hereinafter referred to as the “Purchased Securities”). If, notwithstanding such assignment, any Distributions are received by or made payable to or to the order of the undersigned, then without prejudice to the Offeror’s rights under Section 4 of the Offer to Purchase, “Conditions of the Offer”, the whole of any such Distribution will be received and held by the undersigned for the account of and for the benefit of the Offeror and will be promptly remitted and transferred by the undersigned to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such Distribution and may withhold the entire purchase price payable by the Offeror pursuant to the Offer or deduct from the purchase price payable by the Offeror pursuant to the Offer the amount or value of the Distribution, as determined by the Offeror in its sole discretion. The undersigned irrevocably constitutes and appoints each of J. Brian Kynoch and Andre Deepwell, each of whom is an officer of the Offeror, and any other person designated by the Offeror in writing, the true and lawful agent, attorney and attorney-in-fact and proxies of the undersigned with respect to the Purchased Securities with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer and/or cancellation of such Purchased Securities (to the extent consisting of securities) on the appropriate register maintained by or on behalf of bcMetals; (b) for so long as any Purchased Securities are registered or recorded in the name of the undersigned, to exercise any and all rights of the undersigned, including, without limitation, in connection with any meeting or meetings (whether annual, special or otherwise or any adjournment thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of bcMetals, to vote any or all Purchased Securities, to execute, deliver or revoke any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any or all Purchased Securities, revoke any such instrument, authorization or consent and to designate in such instrument, authorization or consent any person or persons as the proxy of the undersigned in respect of the Purchased Securities for all purposes including, without limitation, in connection with any meeting or meetings (whether annual, special or otherwise or any adjournment thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of DM_VAN/245363-00019/6565221.5 -3- bcMetals; and (c) execute, endorse and negotiate, for and in the name of and on behalf of the undersigned, any and all cheques or other instruments representing any Distribution payable to or to the order of, or endorsed in favour of, the undersigned; and (d) exercise any rights of the undersigned with respect to such Purchased Securities. The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Securities or any Distributions. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Securities or any Distributions by or on behalf of the undersigned, unless the Deposited Securities are not taken up and paid for under the Offer. The undersigned agrees not to vote any of the Purchased Securities at any meeting (whether annual, special or otherwise or any adjournment thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of bcMetals and not to exercise any of the other rights or privileges attached to the Purchased Securities, and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of all or any of the Purchased Securities, and to appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by the Offeror as the proxy of the Holder of the Purchased Securities. Upon such appointment, all prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the Holder of such Purchased Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto. The undersigned covenants to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to the Offeror and acknowledges that all authority herein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, the deposit of Securities pursuant to this Letter of Acceptance and Transmittal is irrevocable. The undersigned instructs the Offeror and the Depositary, upon the Offeror taking up the Deposited Securities, to mail the cheques by first class mail, postage prepaid, or to hold such cheques for pick-up, in accordance with the instructions given below. Should any Deposited Securities not be purchased, the deposited certificates and other relevant documents shall be returned in accordance with the instructions in the preceding sentence. By reason of the use by the undersigned of an English language form of Letter of Acceptance and Transmittal, the undersigned and both of you shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Acceptance and Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigne, le soussigne et les destinataires sont presumes avoir requis que tout contrat atteste par l’offre et son aeceptation par cette d’envoi, de meme que tous les documents qui s’y rapportent, soient rediges exclusivement en langue anglaise. DM_VAN/245363-00019/6565221.5 BLOCK A ISSUE CHEQUE IN THE NAME OF: (please print) BLOCK B SEND CHEQUE (Unless Block “C” is checked) TO: (Name) (Name) (Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone- Business Hours) (E-mail Address) (Social Insurance or Tax Identification Number) (City and Province or State) (Country and Postal (Zip) Code) (E-mail Address) (Street Address and Number) Dated: BLOCK C HOLD CHECK FOR PICK-UP Signature guaranteed by (if required under Instruction 4): Signature of Holder or Authorized Representative (See Instruction 5) Name of Guarantor (please print or type) Authorized Signature Name of Authorized Representative (please print or type) (if applicable) Name of Guarantor (please print or type) Address (please print or type) BLOCK D CHECK HERE IF SECURITIES ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE VANCOUVER, BRITISH COLUMBIA OFFICE OR THE TORONTO, ONTARIO OFFICE OF THE DEPOSITARY AND COMPLETE THE FOLLOWING (please print or type) Name of Registered Holder ___________________________________ Date of Guaranteed Delivery __________________________________ Name of Institution which Guaranteed Delivery ______________________________________________________________________________ INVESTMENT DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER (Firm) (Registered Representative) (Telephone Number) CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED CHECK HERE IF DISKETTE TO FOLLOW DM_VAN/245363-00019/6565221.5 -5- INSTRUCTIONS 1. Use of the Letter of Acceptance and Transmittal (a) This Letter of Acceptance and Transmittal (or an originally signed facsimile copy thereof) together with accompanying certificates representing the Deposited Securities and any other documents required by this Letter of Acceptance and Transmittal must be received by the Depositary at any of the offices specified below before 4:00 pm Pacific time on November 2, 2006, the Expiry Date, unless the Offer is extended or unless the procedures for guaranteed delivery set out in paragraph 2 below are employed. The method used to deliver this Letter of Acceptance and Transmittal and any accompanying certificates representing Securities and all other required documents is at the option and risk of the Holder, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Offeror recommends that the necessary documentation be hand delivered to the Depositary at any of their offices specified below, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Holders whose Securities are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Securities. (b) 2. Procedures for Guaranteed Delivery If a Holder wishes to deposit Securities pursuant to the Offer and the certificates representing the Securities are not immediately available or the Holder is not able to deliver the certificates and all other required documents to the Depositary at or prior to the Expiry Time, those Securities may nevertheless be deposited under the Offer provided that all of the following conditions are met: (a) (b) such a deposit is made by or through an Eligible Institution (as defined below); a Notice of Guaranteed Delivery (printed on green paper) in the form accompanying the Offer to Purchase and Circular or an originally signed facsimile thereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified in the Notice of Guaranteed Delivery, is received by the Depositary at its office in Vancouver, British Columbia or Toronto, Ontario as set out in the Notice of Guaranteed Delivery, at or prior to the Expiry Time; and the certificate(s) representing deposited Securities in proper form for transfer, together with a Letter of Transmittal in the form accompanying the Offer to Purchase and Circular or an originally signed facsimile thereof, properly completed and duly executed, with any required signature guarantees and all other documents required by the Letter of Transmittal, are received by the Depositary at its office in Vancouver, British Columbia or Toronto, Ontario as set out in the Notice of Guaranteed Delivery prior to 4:00 p.m. Pacific time on the third trading day on the TSX Venture Exchange after the Expiry Time. (c) The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mailed to the Depositary at its offices in Vancouver, British Columbia or Toronto, Ontario as set out in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying Securities certificates to any office other than such offices of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery. An “Eligible Institution” means a Canadian schedule I chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States. DM_VAN/245363-00019/6565221.5 -6- 3. Signatures This Letter of Acceptance and Transmittal must be filled in and signed by the Holder of Securities accepting the Offer described above or by such Holder’s duly authorized representative (in accordance with Instruction 5). (a) If this Letter of Acceptance and Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Acceptance and Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign the Letter of Acceptance and Transmittal. If this Letter of Acceptance and Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s): (i) such deposited certificate(s) must be endorsed or be accompanied by appropriate share transfer power of attorney duly and properly completed and executed by the registered owner(s); and the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in paragraph 4 below. (b) (ii) 4. Guarantee of Signatures If this Letter of Acceptance and Transmittal is signed by a person other than the registered owner(s) of the Deposited Securities, or if the payment is to be made in a name other than the registered owner(s), or if Deposited Securities not purchased are to be returned to a person other than such registered owner(s), or sent to an address other than the address of the registered owner(s) as shown on the registers of bcMetals, such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). 5. Fiduciaries, Representatives and Authorizations Where this Letter of Acceptance and Transmittal is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative or fiduciary capacity, this Letter of Acceptance and Transmittal must be accompanied by satisfactory evidence of their proof of appointment and authority to act. Either the Offeror or the Depositary, at their discretion, may require additional evidence of appointment or authority or additional documentation. 6. Partial Tenders If less than the total number of Securities evidenced by any certificate submitted is to be deposited, fill in the number of Securities to be deposited in the appropriate space on this Letter of Acceptance and Transmittal. In such case, new certificate(s) for the number of Securities not deposited will be sent to the registered Holder unless otherwise provided as soon as practicable after the Expiry Time. The total number of Securities evidenced by all certificates delivered will be deemed to have been deposited unless otherwise indicated. 7. Solicitation Identify the investment dealer or broker, if any, who solicited acceptance of the Offer by completing the appropriate box on the Letter of Acceptance and Transmittal. If this deposit represents more than one beneficial Holder, all beneficial Holder information must be provided on a list that must accompany the deposit or on a diskette that must be forwarded to the place of deposit. DM_VAN/245363-00019/6565221.5 -7- 8. Miscellaneous (a) If the space on this Letter of Acceptance and Transmittal is insufficient to list all certificates for Deposited Securities, additional certificate numbers and number of Deposited Securities may be included on a separate signed list affixed to this Letter of Acceptance and Transmittal. If Deposited Securities are registered in different forms (e.g. ‘John Doe’ and ‘J. Doe’) a separate Letter of Acceptance and Transmittal should be signed for each different registration. No alternative, conditional or contingent deposits will be accepted. The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. Additional copies of the Offer and Circular, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery may be obtained from any of the Dealer Managers or the Depositary at any of their respective offices at the addresses listed below. (b) (c) (d) (e) 9. Lost Certificates If a share certificate has been lost or destroyed, this Letter of Acceptance and Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss, to the Depositary. The Depositary will respond with the replacement requirements, which must be properly completed and submitted in good order to the Depositary on or prior to the Expiry Time. 10. Privacy Notice Computershare Investor Services Inc. (“Computershare”) is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you — from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected. It is available at our website, www.computershare.com, or by writing us at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9 or 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1. Computershare will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above. DM_VAN/245363-00019/6565221.5 -8- The Depositary is: COMPUTERSHARE INVESTOR SERVICES INC. By Mail, Hand or Courier Vancouver: 510 Burrard Street, 2nd Floor, Vancouver, British Columbia V6C 3B9 Attention: Corporate Actions Tel: 1-800-564-6253 100 University Ave, 9th Floor, Toronto, Ontario M5J 2Y1 Attention: Corporate Actions Tel: 1-800-564-6253 Toronto: The Dealer Managers are: Haywood Securities Inc. By Mail Suite 2000, 400 Burrard Street Vancouver, British Columbia V6C 3A6 Tel: (604) 697-7100 Fax: (604) 697-7499 Blackmont Capital Inc. By Mail Suite 500, 550 Burrard Street Vancouver, British Columbia V6C 2B5 Tel: (604) 640-0400 Fax: (604) 640-0300 Any questions and requests for assistance may be directed by Holders of Securities to the Depositary or the Dealer Managers at their respective telephone numbers and location. DM_VAN/245363-00019/6565221.5