6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2009

Commission File Number 000 - 53001

BCM Resources Corporation

 (Translation of Registrant's Name into English)

#550 – 1040 West Georgia Street, Vancouver BC, A1 V6E 4H1

 (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.       Form 20-F....X.... Form 40-F........

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.         Yes........ No....X....

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on it as behalf by the undersigned, thereunto duly authorized.

Date: January 30, 2009

BCM Resources Corporation

By     signed: “Dale McClanaghan”

Name: Dale McClanaghan

Title: President & CEO

Item 9.01 Exhibits

The following is the Exhibit Index for this Form 6-K:

Exhibit Index

Exhibit

Description

1

Notice of Meeting

2

Management Information Circular

3

Form of Proxy

4

Voter Information Card

5

BCM Resources Corporation Unaudited Quarterly Financial Statements for the period ended November 30, 2008

6

MD&A Quarterly financial period ended November 30, 2008

7

CFO Certification of Interim Filings, January 28, 2009

8

CEO Certification of Interim Filings, January 28, 2009

EX-99.1

Exhibit 99.1

BCM RESOURCES CORPORATION

Notice of Annual and Special Meeting

February 23, 2009

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the shareholders of BCM Resources Corporation (the “Company”), will be held at 550 – 1040 West Georgia St., Vancouver, British Columbia, V6E 4H1 on the 23^rd day of February, 2009, at 10:00 in the forenoon Vancouver time, for the following purposes:

1.

to receive the directors’ Annual Report and the financial statements of the Company as at August 31, 2008, and the auditor’s report thereon;

2.

to set the number of directors at four;

3.

to elect directors for the ensuing year;

4.

to consider and, if thought fit, to approve by ordinary resolution a stock option plan as described in the Information Circular;

5.

to ratify, confirm and approve all acts, deeds and things done by the proceedings of the directors of the Company on its behalf since the last Annual General Meeting;

6.

to appoint DeVisser Greay, Chartered Accountants, as auditor for the Company and to authorize the Directors to fix their remuneration; and

7.

to transact such other business as may properly be brought before the Meeting and any and all   adjournments thereof.

The accompanying Information Circular provides additional information relating the matters to be dealt with at the Meeting and is deemed to form part of the notice. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his or her stead. If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of Proxy accompanying this Notice.

DATED at Vancouver, British Columbia, this 20^th day of January, 2009.

ON BEHALF OF THE BOARD

“Dale McClanaghan”

Dale McClanaghan,

President and CEO

EX-99.2

Exhibit 99.2

BCM RESOURCES CORPORATION

Notice of Annual and Special Meeting

February 23, 2009

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the shareholders of BCM Resources Corporation (the “Company”), will be held at 550 – 1040 West Georgia St., Vancouver, British Columbia, V6E 4H1 on the 23^rd day of February, 2009, at 10:00 in the forenoon Vancouver time, for the following purposes:

1.

to receive the directors’ Annual Report and the financial statements of the Company as at August 31, 2008, and the auditor’s report thereon;

2.

to set the number of directors at four;

3.

to elect directors for the ensuing year;

4.

to consider and, if thought fit, to approve by ordinary resolution a stock option plan as described in the Information Circular;

5.

to ratify, confirm and approve all acts, deeds and things done by the proceedings of the directors of the Company on its behalf since the last Annual General Meeting;

6.

to appoint DeVisser Gray, Chartered Accountants, as auditor for the Company and to authorize the Directors to fix their remuneration; and

7.

to transact such other business as may properly be brought before the Meeting and any and all   adjournments thereof.

The accompanying Information Circular provides additional information relating the matters to be dealt with at the Meeting and is deemed to form part of the notice. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his or her stead. If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of Proxy accompanying this Notice.

DATED at Vancouver, British Columbia, this 20^th day of January, 2009.

ON BEHALF OF THE BOARD

“Dale McClanaghan”

Dale McClanaghan,

President and CEO

BCM RESOURCES CORPORATION

Suite 550 – 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1

Annual General Meeting

INFORMATION CIRCULAR AND PROXY STATEMENT

(This information is given as of January 20, 2009)

MANAGEMENT SOLICITATION

This information circular is furnished in connection with the solicitation by the management of BCM RESOURCES CORPORATION (the “Company”) in connection with an Annual General Meeting (the “Meeting”) of the shareholders to be held on February 23^rd, 2009.  The solicitation will be by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company.  The Company does not reimburse shareholders, nominees or agents for the cost incurred in obtaining from their principal authorization to execute forms of proxy.  No solicitation will be made by specifically engaged employees or soliciting agents.  Advance notice of the Meeting was filed on SEDAR on January 9, 2009

VOTING OF PROXIES

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY, TO EXERCISE THIS RIGHT THE SHAREHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAMES, OR MAY SUBMIT ANOTHER PROXY.

THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED ON ANY POLL (SUBJECT TO ANY RESTRICTIONS THEY MAY CONTAIN) IN FAVOUR OF THE MATTERS DESCRIBED IN THIS PROXY.

IF YOUR COMMON SHARES ARE HELD IN PHYSICAL FORM (I.E. PAPER FORM) AND ARE REGISTERED IN YOUR NAME, THEN YOU ARE A REGISTERED SHAREHOLDER. HOWEVER, IF, LIKE MOST SHAREHOLDERS, YOU KEEP YOUR COMMON SHARES IN A BROKERAGE ACCOUNT, THEN YOU ARE A BENEFICIAL SHAREHOLDER. THE MANNER FOR VOTING IS DIFFERENT FOR REGISTERED AND BENEFICIAL SHAREHOLDERS. THE INSTRUCTIONS BELOW SHOULD BE READ CAREFULLY BY ALL SHAREHOLDERS.

VOTING BY PROXYHOLDERS

The persons named as Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a)

each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

(b)

any amendment to or variation of any matter identified therein; and

(c)

any other matter that properly comes before the Meeting.

In respect of the matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

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REGISTERED SHAREHOLDER

Registered shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by:

(a)

completing, dating and signing the enclosed form of proxy and returning it to the Corporation’s transfer agent, Computershare Investor Services by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail or hand delivery at 2^nd floor 510 Burrard Street, Vancouver, BC V6C 3B9;

(b)

using a touch-tone phone to transmit voting choices to a toll free number at 1-888-835-8683 and following the instructions on the voice response system by providing the Holder ID and Holder Code located beside your name on the Proxy form on the lower left hand side. If the Holder ID and Holder Code are not on the Proxy, it will be on the back of the flyer enclosed with this material. Instructions are then conveyed by use of the touchtone selections over the telephone; or

(c)

using the internet through the website of the Corporation’s transfer agent at www.computershare.com/proxy. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the Holder ID and Holder Code and the proxy access number;

in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof at which the Proxy is to be used.

NOTICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Corporation as the registered holders of Common Shares).

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners).

The Corporation is taking advantage of the provisions of National Instrument 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form (VIF) from our transfer agent, Computershare Investor Services Inc. "Computershare". These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contain complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive."

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Corporation. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

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By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation), other than the persons designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facs imile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Common Shares directly at the Meeting - the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Common Shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your Common Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Common Shares as proxyholder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.

REVOCABILITY OF PROXIES

The persons named in the enclosed form of proxy are directors of the Company.  Any shareholder returning the enclosed form of proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the shareholder or by his attorney authorized in writing, or where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or to the chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon any such deposits the proxy is revoked.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value of which 12,175,511 shares are issued and outstanding.  Only holders of common shares are entitled to vote at the Meeting and holders of common shares are entitled to one vote for each common share held.  Holders of common shares of record on January 19, 2009 will be entitled to vote at the Meeting.  To the knowledge of the directors of the Company, no persons own shares carrying more than 10% of the voting rights attached to shares of the Company.

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VOTING

Under the provisions of the British Columbia Business Corporations Act, a simple majority of the voting shareholders present at the Meeting, in person or by proxy, provided a quorum is present, is required to pass an ordinary resolution; a two-thirds majority of the voting shareholders present at the Meeting, in person or by proxy, is required to pass a special resolution.  The persons named in the accompanying proxy form will be voting in favor of all of the resolutions presented at the Meeting, ordinary and special, unless otherwise directed.

FIX THE NUMBER OF DIRECTORS AT FOUR

The shareholders will be asked to consider, and if thought fit, to pass an ordinary resolution setting the number of directors of the Company at four or such increase as authorized by the Articles of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected at each Annual General Meeting and hold offices until the next Annual General Meeting or until their successors are appointed. In the absence of instructions to the contrary, the proxy will be voted for the nominees herein listed, all of whom are presently members of the Board of Directors.  Management of the Company proposes to nominate each of the following persons for the election as a director.  Information concerning such persons, as furnished by the individual nominees, is as follows.

Name and Municipality of Residence and Position with the Company	Director/Officer Since	Principal Occupation for the Past Five Years	Common Shares Beneficially Owned Directly or Indirectly (1)
Dale McClanaghan, MBA Vancouver, BC Director, President and CEO	February 15, 2005	President and CEO of VanCity Enterprises Ltd. from June 1995 to December 2001; Founder, Director and CFO of Inland Explorations Ltd., December 2006 to present.	750,000
Allan Anderson, MBA (2) North Vancouver, BC Director and CFO	April 25, 2005	Treasury Manager for BC Hydro from 1999 to 2003; Risk Manager, Enterprise Risk for BC Hydro since 2003 to 2008; and Acting Chief  Risk Officer, BC Hydro 2008 to the present.	12,000
Lindsay Bottomer (2) North Vancouver, BC Director	February 15, 2005	VP Corporate Development of Entrée Gold Inc. from November 2005 to present; Director of Entrée Gold Inc. from June 2002 to present; Director of Yale Resources Ltd. from December 2005 to present;, Director of Rochester Resources Ltd. from January 2007 to present; Director of Armadillo Resources Ltd. from July 2007 to present; Director of Richfield Ventures Corp. from November 2007 to present; Director of Astorius Resources Ltd. from December 2007 to present; Director of Zenith Industries Corp. from March 2008 to present; Director of Inland Explorations Ltd. December 2006 to present.	45,000
Scott Steeds Vancouver, BC Director	February 15, 2005	Founder and Director of BCM Resources Corporation; Founder, Director and CEO of Inland Explorations Ltd. from December 2006 to present.	750,000

(1)

Does not include options to purchase Common Shares held by directors and officers. See “Equity Compensation Plan Information”.

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(2)

Denotes a member of the Audit Committee of the Company

No director or proposed director of the Company is, or within the ten years prior to the date of this Information Circular, has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

(a)

was the subject of a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

(b)

was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemptions under the securities legislation, for a period of more than 30 consecutive days; or

(c)

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(d)

has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

.

STATEMENT OF EXECUTIVE COMPENSATION

The Company has had two executive officers who have held office during the Company’s first partial and last 3 full financial years.  Particulars of compensation paid to the Company’s executive officers is set out in the table below for all executive officers receiving total compensation in excess of $100,000 during any of that time. Also refer to the section of this Information Circular entitled “Remuneration of Management and Others”.

SUMMARY COMPENSATION TABLE

			Annual Compensation		Long Term Compensation
					Awards	Awards	Payouts
Name and Principal Occupation	Fiscal Year Ended Aug. 31	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Option / SAR’s Granted (#)	Restricted Shares or Restricted Share Units ($)	Long Term Incentive Plan Payouts ($)	All Other Compensation ($)
Dale McClanaghan President and CEO	2006 2007 2008	30,000 42,500 65,000	Nil	N/A	50,000 225,000 Nil	N/A	N/A	N/A
Allan Anderson, CFO	2006 2007 2008	Nil	Nil	N/A	50,000 Nil Nil	N/A	N/A	N/A

Dale McClanaghan is employed by the Company as President and CEO.  Please see section on “Remuneration of Management and Others”.  Allan Anderson was not employed by the Company or any subsidiary of the Company.

AGGREGATE OPTION/SAR EXERCISES DURING THE

MOST RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL

YEAR-END OPTION/SAR VALUES

Name	Securities Acquired on Exercise (#)	Aggregate Realized Value ($)	Unexercised Options at FY-End (#) Exercisable/ Unexercisable	Value of Unexercised in the Money Options at FY-End (#) Exercisable/
Dale McClanaghan	Nil	Nil	275,000(1)	Nil
Allan Anderson	Nil	Nil	50,000(1)	Nil

(1)  All options are currently exercisable.

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REMUNERATION OF MANAGEMENT AND OTHERS

·

DIRECT REMUNERATION

The aggregate direct remuneration paid by the Company and its subsidiaries to the President during the last completed fiscal year of the Company was $65,000.  A Director that provided management services received $65,000 in direct compensation during the fiscal year.

·

PENSION BENEFITS

The directors and senior officers of the Company do not participate in any pension or retirement plan.

·

OTHER REMUNERATION

No remuneration other than set forth above, either directly or indirectly, has been paid or is payable by the Company and its subsidiaries to the directors and senior officers of the Company during the last completed fiscal year of the Company, nor is any such remuneration proposed to be made in the future, save as disclosed herein and those funds paid to Directors to offset normal expenses incurred in carrying out their duties.  

·

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the share option plan (the "Plan").  The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the directors of the Company. The Plan provides that options may be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Plan provides that the number of Common Shares issuable under the Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares.

(a)

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by securityholders	910,000	$0.85 per share	307,551
Equity compensation plans not approved by securityholders	N/A		N/A
Total	910,000	>$0.85 per share	307,551

Shareholder approval will be sought to the granting to the directors and employees of the Company of incentive stock options to purchase common shares in the capital stock of the Company, including any amendments thereto, for such periods, in such amounts and at such prices per share as agreed upon and at the discretion of the Board of Directors, in accordance with the policies of the TSX Venture Exchange and upon the terms and conditions subject to the approval of the regulatory authorities.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and senior officers of the Company, proposed nominees for the election, or associates of such persons is, or has been, indebted to the Company or its subsidiaries in an amount in excess of $5,000 at any time since the beginning of the last completed fiscal year of the Company.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Save and except for the foregoing, or as disclosed elsewhere in this information circular, since August 31, 2008, being the commencement of the last completed financial year, none of the following persons has any material interest, direct or indirect, in any transaction or proposed transaction which has a material affect or which will materially affect the Company or any of its subsidiaries:

(a)

any director or senior officer of the Company;

(b)

any proposed nominee for election as a director of the Company;

(c)

any member holding, directly or indirectly, more than 10% of the voting rights attached to all shares of the Company; and

(d)

any associate or affiliate of the foregoing persons.

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of DeVisser Gray, Chartered Accountants, of 401-905 West Pender St., Vancouver, BC, V6C 1L6 as auditor of the Company to hold office until the close of the next Annual General Meeting of the Company.

AUDIT COMMITTEE

Charter and Composition of the Audit Committee

The text of the audit committee's charter is attached hereto as Schedule "A". The members of the audit committee of the Company are Allan Anderson and Lindsay Bottomer. All such members are financially literate and independent members of the audit committee, as such terms are defined in Multilateral Instrument 52-110 Audit Committees (“MI 52-110"), save for Allan Anderson who is the CFO of the Company and therefore a non-independent member of the audit committee.

Relevant Education and Experience

Mr. Allan Anderson is the CFO of the Company. He has a Masters of Business Administration degree. He has gained financial literacy through his many years of business experience in risk management, treasury management and corporate banking. Mr. Lindsay Bottomer has many years of experience as a geologist, in management of mineral exploration companies and as a director of other public companies.  

Each audit committee member has had extensive experience reviewing financial statements. Each member has an understanding of the Company's business and has an appreciation for the relevant accounting principles for that business.

Audit Committee Oversight

At no time since the commencement of the Company's financial year ended August 31, 2007 was a recommendation of the audit committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Pre-Approval Policies and Procedures

The audit committee of the Company has adopted specific policies and procedures for the engagement of non-audit services as described in the audit committee's charter attached hereto as Schedule "A".

Reliance on Certain Exemptions

At no time since the commencement of the Company's financial year ended August 31, 2008 has the Company relied on the exemption provided under section 2.4 of MI 52-110 (De minimis Non-audit Services) or an exemption from MI 52-110, in whole or in part, granted under Part 8 of MI 52-110.

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However, the Corporation is not required to comply with Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of MI 52-110 given that it is a venture issuer as defined in MI 52-110.

External Auditor Service Fees

The aggregate fees billed by the Company's external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
August 31, 2008	$19,000.00	$ nil	$2,650.00	$ nil
August 31, 2007	$18,000.00	$ nil	$1,080.00	$ nil

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate governance relates to the activities of the board of directors (the "Board"), the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The Board is of the view that the Company's general approach to corporate governance, summarized below, is appropriate and substantially consistent with objectives reflected in the guidelines for improved corporate governance in Canada adopted by the Canadian Securities Administrators (the "National Guidelines").

Board of Directors

Structure and Compensation

The Board is currently composed of four directors.

The National Guidelines suggest that the board of directors of every listed company should be constituted with a majority of individuals who qualify as "unrelated" directors. An "unrelated" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, the National Guidelines suggest that the board of directors should include a number of directors who do not have interests in either the Company or the significant shareholder. Of the proposed nominees, one is considered by the Board to be "unrelated" within the meaning of th e TSX.V Guidelines (being Mr. Lindsay Bottomer) and three are "insiders" or management directors and accordingly considered to be "related" (being Mr. Dale McClanaghan, Mr. Scott Steeds and Mr. Allan Anderson). In assessing the TSX.V Guidelines and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.

Mandate of the Board

The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the board oversees the management of the Company's affairs directly and through its committees. In fulfilling its mandate, the Board, among other matters, is responsible depending on the particular circumstances of the Company for reviewing and approving the Company's overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure that the Company's proposed actions accord with shareholder objectives; reviewing succession planning; assessing management's performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders' equity interests through the optimum utilization of the Company's capital resources.

9

Meetings of the Board

The Board meets quarterly to review, among other things, the performance of the Company. Results are compared and measured against a previously established plan and performance in prior years. The Board also holds a meeting each year to review and assess the Company's financial budget and business plan for the ensuing year and its overall strategic objectives. This process establishes, among other things, benchmarks against which the Board may measure the performance of management. Other meetings of the Board are called to deal with special matters as circumstances require.

Nomination andAssessment

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

Compensation

The directors decide as a Board the compensation for the Company's directors and CEO, based on industry standards and the Company's financial situation.  The directors currently do not receive any remuneration for their acting in such capacity.

Other Directorships

The following directors are also currently directors of other reporting issuers, other than the Company:

Director	Reporting Issuer
Lindsay Bottomer	Entrée Gold Inc. Yale Resources Ltd. Rochester Resources Ltd  Armadillo Resources Ltd. Richfield Ventures Corp. Astorius Resources Ltd. Zenith Industries Corp.

Other Matters

The Board has not adopted any formal steps to orient new board members. The Board's continuing education is typically derived from correspondence with the Corporation's legal counsel to remain up to date with developments in relevant corporate and securities' law matters. The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct; but does promote ethical business conduct through the nomination of board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having a sufficient number of its board members independent of corporate matters.

The Board has not established any committees other than its audit committee. All decisions are made by full board of director meetings or consent resolutions.

Neither the Corporation nor the Board has determined formal means or methods to regularly assess the Board, its committees or the individual directors with respect to their effectiveness and contributions. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of an individual director is informally monitored by the other Board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

10

The Company feels its corporate governance practices are appropriate and effective for the Company, given its relatively small size and limited operations. The Company's method of corporate governance allows for the Company to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

PARTICULARS OF MATTERS TO BE ACTED UPON

STOCK OPTION PLAN

The Company presently has in place a "rolling" stock option plan (the "Plan") whereby the Company is authorized to grant stock options of up to 10% of its issued and outstanding shares, from time to time. The TSX Venture Exchange requires listed companies that have "rolling" stock option plans in place to receive shareholder approval to such plan on a yearly basis at the Company's annual general meeting.  As such, shareholders will be asked to consider, and if thought fit to approve a resolution ratifying and approving the Company's existing Plan.

ACTS AND DEEDS SINCE THE LAST ANNUAL GENERAL MEETING

The shareholders will be asked to approve, by way of an ordinary resolution, the acts and deeds undertaken by the directors of the Company since the last Annual General Meeting of the Company.  The persons named in the accompanying proxy form will vote for this resolution unless otherwise directed.

OTHER MATTERS

Management is not, at this time, aware of any matter to be presented at the meeting other than the items set forth in the Notice.  If other matters are properly brought before the Meeting, it is the intention of the persons named in the proxy to vote the proxy on such matters in accordance with their judgment unless their authority is with held.

ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Corporation for the year ended August 31, 2008 and in the related management discussion and analysis and filed on www.sedar.com.

Additional information relating to the Corporation is filed on www.sedar.com and is available upon request from the President of the Company at  Suite 550 – 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1. Copies of documents will be provided free of charge to security holders of the Corporation. The Corporation may require the payment of a reasonable charge from any person or company who is not a security older of the Corporation, who requests a copy of any such document.

DATED the 20th day of January, 2009, Vancouver, British Columbia.

 BCM RESOURCES CORPORATION

“Dale McClanaghan”

President and CEO

11

SCHEDULE “A”

BCM RESOURCES CORPORATION
(the “Company”)

AUDIT COMMITTEE CHARTER

Mandate

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities.  The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process.  In performing its duties, the committee will maintain effective working relationships with the Board, management, and the external auditors.  To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership as well and the Company’s business, operations and risks.

Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of the Company.  The audit committee will consist of a minimum of three directors.

Independence

A majority of the members of the audit committee must not be officers, employees or control persons of the Company.

Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee.  At least one member of the committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine.  The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.

Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures.  In carrying out this duty, the audit committee shall:

recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

review and recommend to the Board the compensation to be paid to the external auditors; and

review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.

12

Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company.  In carrying out this duty, the audit committee shall:

evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of  fraud, illegal acts or deficiencies in internal controls.

Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public.  In carrying out this duty, the audit committee shall:

General

review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;

meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and

review management’s discussion & analysis respecting the annual reporting period prior to its release to the public.

Interim Financial Statements

review and approve the interim financial statements prior to their release to the public; and

review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information

where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.  

Delegation of Authority

The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services,  provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

13

De-Minimis Non-Audit Services

The audit committee may satisfy the  requirement for the pre-approval of non-audit services if:

the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

The audit committee may also satisfy the  requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

the pre-approval policies and procedures are detailed as to the particular service;

the audit committee is informed of each non-audit service; and

the procedures do not include delegation of the audit committee's responsibilities to management.

Other Responsibilities

The audit committee shall:

establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;

establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;

review the policies and procedures in effect for considering officers’ expenses and perquisites;

perform other oversight functions as requested by the Board; and

review and update this Charter and receive approval of changes to this Charter from the Board.

Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

engage independent counsel and other advisors as it determines necessary to carry out its duties;

set and pay the compensation for any advisors employed by the audit committee; and

communicate directly with the internal and external auditors.

14

Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfillment of their roles and responsibilities on the committee:

Internal Control

evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and

gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

Financial Reporting

General

review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and

ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

understand industry best practices and the Company’s adoption of them.

Annual Financial Statements

Review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

consider management’s handling of proposed audit adjustments identified by the external auditors; and

Ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and

to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

15

actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the Company’s operations and financing practices;

generally accepted accounting principles have been consistently applied;

there are any actual or proposed changes in accounting or financial reporting practices;

there are any significant or unusual events or transactions;

the Company’s financial and operating controls are functioning effectively;

the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

the interim financial statements contain adequate and appropriate disclosures.

Compliance with Laws and Regulations

periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

Review the findings of any examinations by securities regulatory authorities and stock exchanges.

Other Responsibilities

Review, with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.

16

EX-99.3

Exhibit 99.3

BCM RESOURCES CORPORATION 

 

Security Class 

Holder Account Number 

Form of Proxy - Annual General Meeting to be held on February 23, 2009

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1.	Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2.	If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3.	This proxy should be signed in the exact manner as the name appears on the proxy.
4.	If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5.	The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6.	The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7.	This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8.	This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am, Pacific Time, on Thursday, February 19, 2009.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER, HOLDER ACCOUNT NUMBER and ACCESS NUMBER listed below.

CONTROL NUMBER  HOLDER ACCOUNT NUMBER  ACCESS NUMBER 

Appointment of Proxyholder

I/We, being holder(s) of BCM Resources Corporation hereby appoint: Dale McClanaghan, a Director of the Company, or failing this person, Scott Steeds, a Director of the Company,		Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
	OR

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of BCM Resources Corporation to be held at 550-1040 W.Georgia Street, Vancouver, BC, V6E 4H1 on February 23, 2009 at 10:00 AM PST and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Determine the number of Directors	¨	¨
To determine the number of Directors at four.

2. Election of Directors
	For	Withhold		For	Withhold		For	Withhold
01. Dale McClanaghan	¨	¨	02. Scott Steeds	¨	¨	03. Allan Anderson	¨	¨
04. Lindsay Bottomer	¨	¨

	For	Withhold
3. Appointment of Auditors
Appointment of De Visser Gray LLP, Chartered Accountants as auditors of the Company and to authorize the Directors to fix the Auditors' remuneration	¨	¨

	For	Against
4. Stock Option Plan
To approve the stock option plan as described in the information circular	¨	¨

	For	Against
5. Acts and Deeds of the Directors
To confirm the acts and deeds of the directors since the last Annual General Meeting of the Company	¨	¨

	For	Against
6. Proxyholder Authority
To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions	¨	¨

Authorized Signature(s) - This section must be completed for your instructions to be executed.	Signature(s)	Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any proxy previously given with respect to the Meeting. If no voting instructions are
indicated above, this Proxy will be voted as recommended by Management.

EX-99.4

Exhibit 99.4

BCM RESOURCES CORPORATION 

 

Security Class 

Holder Account Number 

Voting Instruction Form ("VIF") - Annual General Meeting to be held on February 23, 2009

NON-REGISTERED (BENEFICIAL) SHAREHOLDERS

1.	We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
2.	We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
3.	If you wish to attend the meeting in person or appoint some other person or company, who need not be a shareholder, to attend and act on your behalf at the meeting, please insert your name(s) or the name of your chosen appointee in the space provided (please see reverse).
4.	This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
5.	If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.
6.	When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
7.	This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
8.	Should you wish to receive a legal form of proxy, please write to Computershare at the address indicated above and one will be sent to you by mail. Please remember that a legal proxy is subject to all the terms and conditions that apply to proxies as outlined in the documentation provided by Management including any cut-off time for receipt.

9.	Your voting instructions will be recorded on receipt of the VIF and a legal form of proxy will be submitted on your behalf.
10.	By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
11.	If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
12.	This VIF should be read in conjunction with the accompanying documentation provided by Management.

VIFs submitted must be received by 10:00 am, Pacific Time, on Thursday, February 19, 2009.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER, HOLDER ACCOUNT NUMBER and ACCESS NUMBER listed below.

CONTROL NUMBER  HOLDER ACCOUNT NUMBER  ACCESS NUMBER 

Appointee(s)

Management Appointees are: Dale McClanaghan, a Director of the Company, or failing this person, Scott Steeds, a Director of the Company,		If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).
	OR

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of BCM Resources Corporation to be held at 550-1040 W.Georgia Street, Vancouver, BC, V6E 4H1 on February 23, 2009 at 10:00 AM PST and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Determine the number of Directors	¨	¨
To determine the number of Directors at four.

2. Election of Directors
	For	Withhold		For	Withhold		For	Withhold
01. Dale McClanaghan	¨	¨	02. Scott Steeds	¨	¨	03. Allan Anderson	¨	¨
04. Lindsay Bottomer	¨	¨

	For	Withhold
3. Appointment of Auditors
Appointment of De Visser Gray LLP, Chartered Accountants as auditors of the Company and to authorize the Directors to fix the Auditors' remuneration	¨	¨

	For	Against
4. Stock Option Plan
To approve the stock option plan as described in the information circular	¨	¨

	For	Against
5. Acts and Deeds of the Directors
To confirm the acts and deeds of the directors since the last Annual General Meeting of the Company	¨	¨

	For	Against
6. Proxyholder Authority
To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions	¨	¨

Authorized Signature(s) - This section must be completed for your instructions to be executed.	Signature(s)	Date
If you are voting on behalf of a corporation or another individual you may be required to provide
documentation evidencing your power to sign this VIF with signing capacity stated.
		Should you wish to receive a legal proxy, refer to Note #8 on reverse.

EX-99.5

Exhibit 99.5

BCM RESOURCES CORPORATION

     Financial Statements
Expressed in Canadian Dollars

November 30, 2008 and August 31, 2008

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Company’s independent auditor has not performed a review of these financials statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

See notes to financial statements. 1

BCM RESOURCES CORP.
Balance Sheets
(Stated in Canadian dollars)

		November 30,			August 31,
		2008			2008
		(Unaudited)			(Audited)
Assets
Current
Cash	$	27,482		$	46,951
Term deposit		13,141			19,329
Amounts receivable		3,252			74,174
Tax credits receivable		389,591			389,591
Prepaid expenses		10,237			12,552
		443,703			542,597
Equipment (note 7)		17,187			18,231
Unproven mineral rights (note 4)		4,488,124			4,382,878
	$	4,949,014		$	4,943,706
Liabilities
Current
Accounts payable and accrued liabilities	$	21,578		$	18,366
Due to (from) related party (note 5)		2,909			3,080
		24,487			21,446
Shareholders’ Equity
Share capital (note 8)		5,224,186			5,174,186
Contributed surplus (note 8a)		672,304			672,304
Deficit		(971,963	)		(924,230	)
		4,924,527			4,922,260
	$	4,949,014		$	4,943,706

Approved by:
“Scott Steeds”	, Director	"Dale McClanaghan"	, Director
Scott Steeds		Dale McClanaghan

BCM RESOURCES CORP.
Statements of Operations and Deficit
For the three months ended November 30,
(Stated in Canadian dollars)
(Unaudited)

		2008			2007
Expenses
Amortization	$	1,044		$	2,578
Bank charges and interest		190			556
Consulting fees		15,000			21,650
Filing and transfer fees		3,097			(15,137	)
Management fees		16,870			21,979
Office, rent and miscellaneous		7,574			11,169
Professional fees		1,500			11,420
Travel and promotions		2,505			12,734
Net loss before other items		47,780			66,949
Future income tax recovery		-			-
Interest income		(47	)		(26,793	)
Net (income) loss for year		47,733			40,156
Deficit, beginning of year		924,230			1,112,774
Deficit, end of year	$	971,963		$	1,152,930
Income (loss) per share, basic and fully diluted	$	(0.004	)	$	0.00
Weighted Average Number of Common Shares Outstanding		12,089,758			10,227,541

BCM RESOURCES CORP.
Statements of Cash Flows
For the three months ended November 30,
(Stated in Canadian dollars)
(Unaudited)

		2008			2007
Cash provided by (used for):
Operating Activities
Net income (loss) for the year	$	(47,733	)	$	(40,156	)
Adjustments for items not involving cash:
Amortization		1,044			2,578
		(46,689	)		(37,578	)
Net changes in non-cash working capital:
Amounts receivable		70,922			(35,057	)
Prepaid expenses		2,315			-
Accounts payable		3,041			102,168
		29,589			29,533
Investing Activities
Redemption (purchase) of term deposit		6,188			750,000
Purchase of equipment		-			(524	)
Reclamation bonding		-			-
Unproven mineral rights		(55,246	)		(655,508	)
		(49,058	)		93,968
Financing Activities
Cash received for shares issued		-			-
Cash received for shares to be issued		-			1,725
Related party advance (repaid)		-			(75	)
		-			1,650
Net cash (used) provided during the period		(19,469	)		125,151
Cash – beginning of period		46,951			206,379
Cash – end of period	$	27,482		$	331,530
Supplement cash flow information:
Shares issued for mineral property	$	50,000

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on February 15, 2005 under the Canada Business Corporations Act as 716576 B.C. Ltd. and changed its name to BC Moly Ltd. on June 15, 2005 and then to BCM Resources Corporation on February 16, 2006. The Company business activity is the exploration of mineral rights located in British Columbia, Canada. The Company has incurred losses since inception and at November 30, 2008 has an accumulated operating deficit of $971,963 (2008-$924,230). The Company does not generate cash flows from operations to fund its exploration activities and as a result has relied principally upon the issuance of equity securities for financing. The Company intends to continue relying upon the issuance of these securities to finance its operations and exploration activities to the extent such instruments are issuable under terms acceptable to the Company. The Company’s financial statements are presented on a going concern basis, whic h assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of operations. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) and include the assets, liabilities and operations of the Company. These interim financial statements do not contain all the information required by general accepted accounting principles for annual financial statements and, therefore, should be read in conjunction with the annual financial statements of the Company for the year ended August 31, 2008. The accounting policies and methods of application used in the preparation of these interim unaudited financial statements are consistent with those used in the Company’s most recent audited financial statements except for the changes in accounting policies disclosed in note 3.

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses incurred during the periods. Actual results could differ from those estimated.

Unproven mineral rights

The cost of unproven mineral rights and their related direct exploration costs are deferred until the properties are placed into production, sold or abandoned. These deferred costs will be amortized on the unit-of-production basis over the estimated useful life of the properties following the commencement of production, or written-off if the properties are sold, allowed to lapse or abandoned.

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Unproven mineral rights (continued)

Cost includes any cash consideration and the fair market value of any shares issued on the acquisition of mineral right interests. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made. The recorded amounts of property acquisition costs and their related deferred exploration costs represent actual expenditures incurred and are not intended to reflect present or future values.

The Company reviews capitalized costs on its mineral rights on a periodic basis and will recognize impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from the property or from the sale of the property. Management’s assessment of the property’s estimated current fair market value is also based upon a review of other property transactions that have occurred in the same geographic area as that of the property under review.

Administrative costs are expensed as incurred.

Fair value of financial instruments

The Company’s financial instruments consist of current assets and current liabilities the fair values of which approximate their carrying amounts due to the short-term nature of these instruments.

Share capital

Share capital issued for non-monetary consideration is recorded at their fair market value based on their trading price on the TSX Venture Exchange on the date the agreement to issue the shares was entered into as determined by the Board of Directors of the Company.

Costs incurred to issue shares are deducted from share capital.

Basis of amortization

Equipment is recorded and amortized on a declining-balance basis at an annual rate of 45% for computer equipment, 100% for software and 20% for office furniture.

Flow-through shares

The Company may issue securities referred to as flow-through shares, whereby the investor may claim the tax deductions arising from the expenditure of the proceeds. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate), and share capital is reduced. Previously unrecognized tax assets may then offset or eliminate the liability recorded.

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based compensation

The Company records compensation expense for stock options granted at the time of their vesting using the fair value method which requires that all stock option-based awards made to consultants and employees be recognized in these financial statements.

Consideration received on the exercise of stock options and compensation options and warrants is recorded as share capital. The related contributed surplus originally recognized when the options were granted, is transferred to share capital.

Future income taxes

The Company accounts for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized. Such an allowance has been applied to all potential income tax assets of the Company

Environmental expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for site restoration costs. The overall future impact of such regulations is neither determinable nor predicable at the present time. The Company’s policy is to meet or, if possible, surpass environmental standards set by relevant legislation by the application of technically proven and economically feasible measures.

Expenditures that relate to ongoing environmental and reclamation programs are charged against operations as incurred or capitalized and amortized depending on their expected future economic benefit. Estimated future removal and site restoration costs will be recognized when the ultimate liability is reasonably determinable, and will be charged against operations over the estimated remaining life of the related business operations, net of expected recoveries.

Loss per common share

Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year. The company follows the treasury stock method in the calculation of diluted earnings per share for the current year. Under this method, the weighted average number of common shares included the potential net issuance of common share of “in-the-money” options and warrants assuming the proceeds are used to repurchase common shares at the average market price during the period, if dilutive. The effect of potential issuances of shares under options and warrants would be anti-dilutive if a loss is reported and, therefore basic and diluted loss per share is same for the previous years.

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting policies not yet adopted

The following pronouncements recently issued by the CICA will likely impact the Company’s future accounting policies:

(i)	CICA Handbook Section 1535 – Capital Disclosures
	This standard requires disclosure of an entity’s objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such non- compliance. This standard is effective for the Company for interim and annual periods relating to fiscal years beginning on or after January 1, 2008. The Company is currently evaluating the effects of adopting this standard.
(ii)	Financial Instruments – Disclosure (Section 3862) and Presentation (Section 3863)
	These standards replace CICA 3861, Financial Instruments – Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity’s financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008. The Company expects that its disclosur es will be expanded to incorporate the additional requirements.
(iii)	International Financial Reporting Standards (“IFRS”)
	In February 2008 the Canadian Accounting Standards Board announced 2011 as the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own generally accepted accounting principles. The specific implementation is set for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

BCM RESOURCES CORP.
|Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

3. CHANGES IN ACCOUNTING POLICIES

Effective August 1, 2007, the Company prospectively adopted the following new accounting standards and related amendments to other standards on financial instruments issued by the CICA. Accordingly, prior periods have not been restated.

Financial Instruments – Recognition and Measurement, Section 3855 and Financial Instruments – Disclosure and Presentation, Section 3861

These standards require all financial instruments to be classified into one of the following five categories: held for trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments within its scope, including derivatives, are to be included on the Company’s balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost. Depending on the classification, changes in fair value are to be recognized in the statements of operations and comprehensive income.

All held-for-trading and available-for-sale financial instruments are recorded on the balance sheet at fair value. All other financial instruments will be recorded at cost or amortized cost, subject to impairment reviews. Transaction costs incurred to acquire held-for-trading financial instruments are recorded to the Consolidated Statements of Loss. Transaction costs incurred to acquire all other financial instruments are included in the underlying balance.

The Company’s financial instruments include cash, term deposit, receivables, accounts payables and accrued liabilities, and amounts due to related parties. Cash and cash equivalents are designated as held-for-trading. All other financial instruments are either loans and receivables, or other financial liabilities and are recorded at cost. The fair value of these financial instruments approximates their carrying value due to their short term nature and capacity of prompt liquidation. Therefore, the adoption of Section 3855 and 3861 had no impact on the Company’s financial statements.

Hedges, Section 3865

This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. The Company currently does not have any hedges.

Comprehensive Income, Section 1530

This standard requires the presentation of a statement of comprehensive income and its components.

Comprehensive income is the change in net assets that results from transactions, events and circumstances from sources other than shareholders and includes items such as unrealized gains or losses on available-for-sale investments. Accumulated other comprehensive income includes the holding gains and losses from available-for-sale securities which are not included in net income (loss) until realized. The adoption of Section 1530 had no material impact on the Company’s financial statements.

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

4. UNPROVEN MINERAL RIGHTS

Terrace, British Columbia, Canada

		August 31,			Additions		November 30
		2008					2008
Acquisition costs	$	169,506		$	50,000	$	219,506
Assay		102,036			6,447		108,483
Camp and miscellaneous		238,603			-		238,603
Drilling		2,077,524			7,251		2,084,775
Geological		1,157,346			23,835		1,181,181
Mapping		101,870			-		101,870
Survey		180,906			-		180,906
Travel, helicopter and accommodation		744,678			17,713		762,391
Mineral exploration tax credit claim		(389,591	)		-		(389,591	)
Balance, end of year	$	4,382,878		$	105,246	$	4,488,124

The Company has an option agreement to earn a 100% interest in 10 mineral rights subject to a 1.5% net smelter return, of which, 0.75% can be acquired for $750,000 by paying $90,000 ($65,000 paid) and issuing 350,000 common shares (250,000 issued). The Company has also agreed to maintain the rights in good standing for a minimum of two years, at an estimated cost of $4,000.

5. RELATED PARTY TRANSACTIONS

All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value.

a)	During the three months ended November 30, 2008, the President charged the Company $15,000 in management fees (2008 - $65,000). At November 30, 2008 the Company owes $2,909 (2008 - $2,909).
b)	During the three months ended November 30, 2008, a Director charged the Company $15,000 in consulting fees (2008 - $65,000).

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

7. EQUIPMENT

				November 30,				August 31,
				2008				2008
		Cost		Accumulated		Net		Net
				Amortization
Computer equipment	$	4,796	$	2,913	$	1,883	$	2,122
Software		11,530		11,530		-		-
Office furniture		24,706		9,402		15,304		16,109
	$	41,032	$	23,845	$	17,187	$	18,231

8. SHARE CAPITAL

a) The authorized share capital of the Company consists of an unlimited number of common shares.

Issued:	Number of					Contributed
	Shares		Amount			Surplus
Balance, August 31, 2007	12,000,511		5,601,686			672,304
Mineral property acquisition	75,000		37,500			-
Flow-through renounced	-		(465,000	)		-
Balance, August 31, 2008	12,075,511	$	5,174,186		$	672,304
Mineral property acquisition	100,000		50,000			-
Balance, November 30, 2008	12,175,511	$	5,224,186		$	672,304

During the three months ending November 30, 2008:

On October 9, 2008 the Company issued 100,000 common shares pursuant to the mineral property option agreement. The shares are valued at $0.50 each.

b) Stock-based compensation and share purchase options

The Company recorded stock-based compensation for the three months ending November 30, 2008 of $nil (2008 - $nil).

The fair values of stock-based compensation and share issue costs are estimated using the Black-Scholes Option Pricing Model based on the following assumptions: a risk-free interest rate of 3.9% to 4%; an expected life of 1 to 5 years; an expected volatility of 87% to 92%; and no expectation for the payment of dividends.

BCM RESOURCES CORP.
Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

8. SHARE CAPITAL (continued)

Option pricing models require the input of highly-subjective assumptions, particularly as to the expected price volatility of the stock and the expected life of the option. Changes in these assumptions can materially affect the fair value estimate and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s stock option grants and warrant issuances.

The continuity of share purchase options is as follows:

	November 30, 2008		August 31, 2008
	Number of	Weighted	Number of	Weighted
	Shares	Price $	Shares	Price $
Opening balance	1,035,000	0.85	1,035,000	0.85
Granted	-	-	-	-
Exercised/cancelled	-	-	-	-
Balance of options at end of the period	1,035,000	0.85	1,035,000	0.85
Weighted remaining life in years	3.07		3.32

c) Share purchase warrants

The continuity of share purchase warrants is as follows:

	November 30, 2008		August 31, 2008
		Weighted	Number of		Weighted
	Shares	Price $	Shares		Price $
Opening balance	-	-	2,170,490		0.90
Granted	-	-	-		-
Exercised	-	-	-		-
Expired	-	-	(2,170,490	)	(0.90	)
Balance of warrants at end of the period	-	-	-		-
Remaining life in years	0.00		0.00

9. SUBSEQUENT EVENTS - the company received the tax credits receivable of $389,591.

EX-99.6

Exhibit 99.6

BCM RESOURCES CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

For the Three Months Ended November 30, 2008

The following is a discussion and analysis of the consolidated financial condition and operating results of BCM Resources Corporation (the “Company”) for the three months ended November 30, 2008. The discussion should be read in conjunction with the unaudited interim financial statements of the Company and the notes thereto for the three months ended November 30, 2008 and the audited consolidated financial statements for the period ended August 31, 2008. The unaudited interim financial statements are prepared under Canadian generally accepted accounting principles and include the operating results of the Company and its subsidiaries. Unless expressly stated otherwise, all financial information is presented in Canadian dollars.

OVERVIEW

The Company is in the business of acquiring, exploring and evaluating mineral resource properties. At present, the Company is in the exploration stage and has interests in resource properties located in the Skeena and Omineca Mining Divisions in British Columbia.  The Company has not yet had any revenue from the exploration activities on its properties, nor has the Company yet found that development activity is warranted on any of its properties.  There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

The Company has an option to acquire 10 mineral claims pursuant to an agreement dated June 15, 2005 and amended by agreement dated May 29, 2006 with Nicholas Carter (“Carter Property Agreement”). As consideration the Company agreed to deliver to Carter the payments, shares and royalties as set out in the financial statements.  

Subsequently the company acquired additional mineral claims adjacent to existing properties and more than doubled its holdings in the area of the Shan property.  Additional mineral claims with an area of 11,300 acres, adjacent to its Shan Molybdenum discovery, were staked and increased the total area of BCM’s 100% owned claims in the Shan region to 18,790 acres. The Shan properties are referred to as Shan South, Shan North and the McRae block.

ACTIVITIES OF THE COMPANY

The Company is concentrating its efforts in 2008 on exploration for molybdenum in the Terrace area of northern British Columbia.  The Shan Property 24 kilometres north east of Terrace has received substantial attention in the current fiscal year.

Exploration during the calendar year 2008 at Shan South has expanded the area of known molybdenum mineralization surrounding the Las Margaritas molybdenum discovery zone to a size of approximately 4 by 2 kilometres.  Within this region, five zones of anomalous molybdenum values, all of similar size and geological character to the Las Margaritas discovery zone were outlined. The Las Margaritas molybdenum mineralization is mainly hosted by granitic rocks and is partially concealed beneath volcanic cover.

Three geochemical exploration techniques were employed during the past field season at Shan South :

Soil samples: Soil samples were collected at intervals of about 35 m along east-west lines spaced 100 m or less apart with the objective of detecting areas of minor quartz veining in volcanic cover rocks, similar to those observed in drill holes in the southern part of the Las Margaritas zone. Soils were not collected in one area (Area 1) due to lack of adequate soil development.

Moss Mat samples: The collection of moss mat samples along drainages, undertaken in part due to scarcity of traditional stream sediments, turned out to be an optimal sample medium for detecting anomalous molybdenum values generated by groundwater circulating along structural trends that also control the location of the streams.  Samples were ashed and subsequently sieved to -100 mesh.  Anomalous values are present in both ashed plant material and the very fine stream sediments trapped in the moss mats.  

Rock Samples: Altered rocks and quartz veining in bedrock and subcrop were collected from stream drainages.

These results obtained from the three sample media were combined with information generated from the 3-D modeling of the aeromagnetic survey flown in 2007.  Areas of low magnetic susceptibility present within the anomalous areas outlined by the geochemical survey may indicate magnetite destructive alteration associated with molybdenum mineralization.

Mineralized zones outlined, (see website www.bcmresources.com for reference map):

Area 1: This 1200 x 700 m area, situated 500 m west of the Las Margaritas zone, may represent the southern portion of the Las Margaritas zone offset by post-mineral faulting. Abundant quartz veining in volcanic rock was observed on the ridge top, and analytical results of samples collected from this area ranged from 46 ppm Mo in outcrop to 362 ppm in a float sample.  On the north face of the ridge, the underlying granodiorite is exposed, and while mainly of fresh appearance, sericitic alteration along fractures was found to contain molybdenum values of up to 123 ppm Mo.  Exposures along the major northwest-trending creek draining the ridge returned values of 71 and 83 ppm Mo. Several vertical drill holes near the ridge-top area are recommended to test for an underlying zone of mineralization.

Area 2: This 600 x 400 m area is 200 m north-northwest of the Las Margaritas zone and may represent the western extension of the Triangle Zone.  Soil samples were collected only from the flat top of the ridge, and results ranged up to 202 ppm Mo. Moss mat samples collected along structurally controlled drainages were found to contain highly anomalous Mo values with results ranging up to 658 ppm including several samples of around 100 ppm. This zone of anomalous Mo values is thought to dip gently to moderately northwards and may be near surface along its southern margin based on the analysis of results of stream sediments and soils data.  It is recommended that this zone be tested by shallow vertical drill holes.

Area 3: This 550 x 300 m area, situated 700 m east-northeast of the Las Margaritas zone, may represent the eastern extension of the Triangle Zone.  Soil sample results were as high as 203 ppm Mo and rock samples collected along drainages returned Mo values ranging up to 59 ppm in bedrock samples and 3280 ppm in a grab sample of a quartz-molybdenite vein in subcrop.  Moss mat samples ranged up to 66 ppm Mo. This zone is thought to dip gently to moderately northwards. Several shallow vertical drill holes are recommended to test the area.

Area 4: This 800 x 500 m area is 1500 m east of the Las Margaritas zone and is coincident with an area of anomalous Mo values indicated by earlier stream sediment surveys.  Soil sample results ranged up to 31 ppm Mo, while background values away from the zone were generally in the 1-3 ppm range. Work to date only tested the northern part of the zone but stream sediment results from the 1975 survey indicate values of up to 65 ppm Mo in drainages in the central part of the anomalous area.  One rock sample of an altered granodiorite dyke returned 34 ppm Mo.   This area will be subjected to additional prospecting in the 2009 field season.

2

Area 5:  This 800 x 500 m area is located 200 m south-southeast of the Las Margaritas zone and is coincident with anomalous Mo values from earlier stream sediment surveys.  Soil samples range up to 75 ppm Mo while altered volcanic rocks contained Mo values of up to a few hundred ppm. A float/subcrop sample of altered rock containing quartz veining returned 1206 ppm Mo. Moss Mat samples for the drainages were all anomalous, ranging from 46 to 701 ppm Mo, with eight of the ten samples above 100 ppm Mo.  This area is considered to be highly prospective and will be tested by a series of relatively shallow drill holes.

SELECTED ANNUAL INFORMATION

The following selected financial information is derived from the audited financial statements and notes thereto.  The information has been prepared in accordance with Canadian GAAP.

	Audited Results for the Year ended August 31, 2006	Audited Results for the Year ended August 31, 2007	Audited for the Year ended August 31, 2008
Total revenue	Nil	Nil	Nil
Earnings (loss) before extraordinary items(1)
Total	(165,317)	(1,112,774)	(924,230)
Per Share (1)	(0.06)	(0.11)	0.02
Total assets	549,375	5,250,089	4,943,706
Total long-term debt	Nil	Nil	Nil
Total shareholders’ equity (deficiency)	176,182	5,161,216	4,922,260
Capital Stock	341,499	5,601,686	5,174,186
Net earnings (loss) for the period
Total	(145,778)	(947,457)	188,544
Per Share	(0.06)	(0.11)	0.02

(1)

The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses per share are the same.

RESULTS OF OPERATIONS

For the three months ended November 30, 2008, total revenues were nil.  Total expenses were $47,780 for the three months ended November 30, 2008. This compares with total expenses of $66,949 for the three months ended November 30, 2007.  

3

SELECTED QUARTERLY FINANCIAL INFORMATION

A summary of the nine most recent quarters is as follows:

	Quarter ended Nov. 30, 2006	Quarter ended Feb. 28, 2007	Quarter ended May. 31, 2007	Quarter ended Aug. 31, 2007	Quarter ended Nov. 30, 2007	Quarter ended Feb. 28, 2008	Quarter ended May 31, 2008	Quarter ended Aug 31, 2008	Quarter ended Nov. 30, 2008
Revenue					Nil	Nil	Nil	Nil	Nil
Net income (loss)	(443,906)	(81,429)	(545,426)	123,304	(40,156)	(94,711)	(66,779)	$390,190	(47,733)
Income (loss) per share	(0.05)	(0.03)	(0.04)	0.01	(0.00)	($0.01)	($0.01)	$0.02	(0.004)

LIQUIDITY AND CAPITAL RESOURCES

As at November 30, 2008 the Company had a working capital surplus of $419,216 ($521,151 surplus at August 31, 2008).  The Company’s current assets include $27,482 in cash on November 30, 2008 ($46,951 – August 31, 2008), $3,252 in GST receivable ($74,174 – August 31, 2008), 389,591 in tax credits receivable ($389,591 – August 31, 2008), term deposits of $13,141 and $10,237 in prepaid expenses. The Company has no other liquid assets as at November 30, 2008.  The Company has total non-current assets of $4,505,311of which $4,488,124 is capitalized exploration expenditures.  Accounts payable have increased to $21,578 on November 30, 2008 from $18,366 on August 31, 2008.

In order to maintain operations and cover administrative costs, the Company will need to raise additional financing. In the past the Company has relied on sales of equity securities to meet its cash requirements.  There can be no assurance that additional funding from this or other sources will be available in the future to satisfy operational requirements and cash commitments.

SHARE CAPITAL

The total number of shares outstanding as at November 30, 2008 was 12,175,511.

There were 1,035,000 stock options outstanding, exercisable at a weighted average price of $0.85 per share and having an average weighted life of   3.07 years.

 On November 30, 2008 the Company had no share purchase warrants outstanding.

4

RELATED PARTY TRANSACTIONS

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

CHANGES IN ACCOUNTING POLICIES

There has been no change in the Company’s accounting policies during the period.

STOCK OPTIONS

No stock options were exercised during the three months ended November 30, 2008.  

ADDITIONAL INFORMATION

Additional information is available on the SEDAR website at www.sedar.com.

5

EX-99.7

Exhibit 99.7

Form 52-109F2 - Certification of Interim Filings

I, Allan Anderson, Chief Financial Officer of BCM Resources Corporation›, certify that:

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of BCM Resources Corporation (the issuer) for the interim period ending November 30, 2008;

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

a.

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

b.

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: January 28, 2009


“Allan Anderson”

_______________________
Allan Anderson
Chief Financial Officer

EX-99.8

Exhibit 99.8

Form 52-109F2 - Certification of Interim Filings

I, Dale McClanaghan, President and Chief Executive Officer of BCM Resources Corporation›, certify that:

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of BCM Resources Corporation (the issuer) for the interim period ending November 30, 2008;

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

a.

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

b.

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: January 28, 2009


“Dale McClanaghan”

_______________________
Dale McClanaghan
President and CEO