LOI WITH MACQUARIE

TSX-V Symbol: BCU

VANCOUVER, Oct 7 /CNW Telbec/ - Bell Copper Corporation ("Bell Copper" or the "Company") (TSX-V Symbol: BCU) is pleased to announce that the Company has executed a letter of intent ("LOI") with Macquarie Bank Limited ("Macquarie") for the restructuring of all of its existing indebtedness to Macquarie. 

The restructuring of these debts through a combination of immediate and staged repayments, conversions to equity and production royalties, along with reduced interest rates and multi-year extensions, will position the Company to advance its portfolio of exploration and development-stage copper projects.  The Company intends to continue to implement the previously announced SpinCo Transaction following the repayment of the Bell Copper Demand Debenture as described below.

Highlights of the Restructuring:

Existing Indebtedness	Restructuring
Bell Copper Demand Debenture	Repaid in Cash by Jan 31 2011
Rogue River Convertible Debenture 1	Converts to La Balsa NSR and Equity or repaid in Cash at Bell's Option
Rogue River Convertible Debenture 2	Repriced and repayment date extended to Jan 31 2013

Bell Copper Demand Debenture

On August 29, 2007, the Company entered into a demand debenture with Macquarie in the principal amount of C$2,000,000 and with an original maturity of December 31, 2007.  At September 30, 2010, the principal amount plus accrued interest totaled C$2,965,336.42 and US$4,795.00, consisting of C$1,900,000.00 in principal, C$1,041,277.86 in accrued interest and C$24,058.56 and US$4,795.00 in accrued costs and expenses. Under the restructuring of the Bell Copper Demand Debenture:

• On the date of execution of the LOI, Bell Copper will make a C$400,000 principal repayment.
• Bell Copper shall make a C$1,350,000 principal repayment on the earlier of the closing of its next financing or the closing of the previously announced Granduc asset sale to Castle Resources Inc.
• The outstanding balance shall be due and payable by no later than 31 January 2011. 

Rogue River Convertible Debentures

Rogue River Resources Corp. ("Rogue River"), a wholly-owned subsidiary of Bell Copper, has the two following convertible debentures outstanding. 

Rogue River entered into a convertible debenture agreement ("CD1") dated August 31, 2007, in the principal amount of C$2,000,000. This debenture, which was amended and restated in December 2008, is currently due and payable on demand. At September 30, 2010, the principal amount plus accrued interest totaled C$3,864,850.96, consisting of C$1,996,034.58 in principal and C$1,868,816.38 in accrued interest. Under the restructuring of the Rogue River CD1:

• At the election of Rogue River, Rogue River shall either pay C$2,000,000 of the principal outstanding in cash by 31 December 2010 or satisfy the C$2,000,000 principal repayment by granting a royalty in favour of Macquarie with respect to the La Balsa Project as follows:

              - 2% net smelter royalty on all metal concentrates produced from the La Balsa Project; and
              - 2% gross value royalty on all other mineral products produced from the La Balsa Project.

• The outstanding balance under the Rogue River CD1, including interest to be accrued at 1% per month, shall be satisfied or otherwise repaid in exchange for units of shares and warrants to be issued by Phoenix Copper (the post-SpinCo company that is proposed to hold the La Balsa and the Van Dyke projects) at the time of, and at the same price as that offered to other investors, provided that the Phoenix Copper equity raising and the SpinCo Transaction occur before 31 May 2011, or such alternative date as may be agreed by Macquarie, or shall otherwise be payable in cash by 31 May 2011.

Rogue River also entered into a second convertible debenture agreement ("CD2") dated March 27, 2007, in the principal amount of US $3,000,000. This debenture is currently due and payable on demand, and is no longer convertible into securities of the Company. At September 30, 2010, the principal amount plus accrued interest totaled US$6,100,372.25, consisting of US$3,000,000 in principal and US$3,100,372.25 in accrued interest. Under the restructuring of the Rogue River CD2:

• the current principal amount plus accrued interest shall form a new principal amount that shall be due and payable in full on or before January 31, 2013. Interest on this new principal amount will be reduced on January 1, 2011 from its current rate of 2% per month to 1% per month, and such interest will be accrued and capitalized quarterly over the term of the debenture and will be payable only at maturity.

All amounts and obligations of Rogue River and its subsidiary Minera Montoro SA de CV to MBL shall be secured against all of the assets of Rogue River and Minera Montoro SA de CV, the holder of the La Balsa project assets.

Dr. Michael Werner, CEO of Bell Copper stated, "This debt restructuring positions Bell Copper to aggressively advance our projects and unlock additional shareholder value through the upcoming SpinCo Transaction. Through the various debt conversions, extensions, repayments and interest rate reductions, and with the upcoming closing of our previously announced sale of the Granduc project to Castle Resources and enhanced access to capital markets, Bell will have the resources to allow its technical team to advance development of the high grade La Balsa copper project in Mexico where a feasibility study is planned for completion in mid 2011, and advance its other development and exploration projects. Bell appreciates the support of Macquarie, whose involvement as a lender and shareholder began in 2006, in agreeing to this restructuring".

About Bell Copper

Bell Copper is a public company with a focus on copper exploration, development and production in North America. The Company has an extensive portfolio of exploration and development projects located in some of North America's premier copper producing regions including Mexico, the Southwestern US and Northwestern British Columbia.

ON BEHALF OF THE BOARD OF DIRECTORS OF
BELL COPPER CORPORATION

"Michael Werner"

Michael Werner
CEO & Director

"Neither 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."

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