VANCOUVER, Oct. 26 /CNW/ - Mercator Minerals Ltd (TSX -ML) ("Mercator") and Stingray Copper Inc. (TSX -SRY) ("Stingray") are pleased to announce the joint signing of a definitive Arrangement Agreement that sets out the details of the business combination (the Transaction) previously announced by the companies in their earlier news release of October 2, 2009.
The proposed Transaction will be completed by way of a statutory plan of arrangement whereby Mercator will acquire all of the issued and outstanding shares of Stingray in consideration for the issue of Mercator shares on the basis of 0.25 Mercator share for each Stingray share. The Transaction would be subject to certain standard conditions including shareholder and court approval. Full details of the offer will be described in an Information Circular to be filed with the regulatory authorities and mailed to Stingray shareholders in accordance with applicable securities laws.
The Record Date has been set at November 3, 2009. Shareholders of Stingray on the Record Date will be mailed proxy materials and will be asked to vote in favor of the Transaction at the Special Meeting of shareholders to be held in Toronto on December 11, 2009.
Mercator and Stingray believe the Transaction will provide significant benefits for shareholders of the combined companies that include:
- a substantial increase in shareholders' leverage to copper,
- a robust copper development opportunity for shareholders subsequent to
the completion of the Mineral Park Phase II expansion by the end of
- drawing on the expertise of both companies and complimenting the
existing management and board of directors with the additions of Peter
Mordaunt and Joseph Keane from Stingray, and
- operating and administrative efficiencies due to the regional
proximity of the combined principal copper/molybdenum assets of
Mineral Park in Arizona and El Pilar in Sonora.
About Stingray Copper Inc.
Stingray Copper Inc. is a TSX-listed copper development corporation with its activities focused at the El Pilar copper project located in Sonora, Mexico. An April 2009 Feasibility Study at this project indicated positive economics for development as a low cost, open pit mine with a solvent extraction and electro-winning plant to treat the 230 million tonne oxide mineral reserve.
About Mercator Minerals Ltd.
Mercator Minerals Ltd. is a TSX-listed mining company with an experienced management team that has brought the mill expansion at the Mineral Park Mine, one of the largest and most modern copper/moly mining-milling operations in North America to production in less than 2 years. Mercator management is dedicated to maximizing profits by making its Mineral Park Mine one of the lowest cost operations in the industry.
Peter Mordaunt, P.Geo. Stingray's Chairman and CEO, a Qualified Person as defined by NI43-101, supervised the preparation of and verified the Stingray technical information contained in this release.
Gary Simmerman, BSc., Mercator's VP Engineering, a Qualified Person as defined by NI43-101, supervised the preparation of and verified the Mercator technical information contained in this release.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this press release.
Information Concerning Mineralization and Resources
Unless otherwise indicated, all resource estimates contained in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System in compliance with Canadian securities laws, which differ from the requirements of United States securities laws. Without limiting the foregoing, this news release uses the terms "measured resources", "indicated resources" and "inferred resources". United States investors are advised that, while such terms are recognized and required by Canadian securities laws, the United States Securities and Exchange Commission ("SEC") does not recognize them. Under United States standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher category. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of contained ounces is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in this news release may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.
Forward Looking Information
This news release contains forward looking statements of Mercator and Stingray, being statements which are not historical facts, including, without limitation, statements regarding the proposed acquisition of Stingray by Mercator, the potential benefits thereof and discussions of future plans, projections and objectives. In addition, estimates of mineral reserves and resources may constitute forward looking statements to the extent they involve estimates of the mineralization that will be encountered if a property is developed. There can be no assurance that such statements will prove accurate. Such statements are necessarily based upon a number of estimates and assumptions that are subject to numerous risks and uncertainties that could cause actual results and future events to differ materially from those anticipated or projected. Important factors that could cause actual results to differ materially from Mercator's or Stingray's expectation are in the documents filed by Mercator and Stingray, respectively, from time to time with the Toronto Stock Exchange and provincial securities regulators, most of which are available at www.sedar.com. Other than as required by applicable securities legislation, Mercator and Stingray disclaim any intention and assumes no obligation to revise or update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
SOURCE Mercator Minerals Ltd.
For further information: For further information: Mercator Minerals Ltd., Marc S. LeBlanc, VP Corporate Development, Tel: (604) 981-9661, Fax: (604) 960-9661, firstname.lastname@example.org, www.mercatorminerals.com; Stingray Copper Inc., Peter Mordaunt, Chairman and Chief Executive Officer, Tel: (416) 368-6240, Fax: (416) 368-7141, email@example.com, www.stingraycopper.com