TRADING SYMBOL: TSX - ML
VANCOUVER, Dec. 17 /CNW/ - Mercator Minerals Ltd. ("Mercator" or the
"Company") announced today that its offer to acquire the outstanding shares of
Tyler Resources Inc. for 0.113 of a Mercator share for each share of Tyler
Resources Inc. will be extended to 8:00 p.m. (Toronto time) on January 8, 2008
to allow time for shareholders to tender. All other terms and conditions
contained in the offer remain the same. A Notice of Extension will be filed
with Computershare Investor Services Inc., the Depositary under the offer. The
Notice of Extension will be mailed to Tyler shareholders and will be filed
with the applicable securities regulators in Canada.
"We are providing additional time for Tyler shareholders to consider our
offer, which we continue to believe, represents a fair offer to Tyler
shareholders, and remains the only offer made to date. We maintain that
Mercator's offer has insulated Tyler shareholders from recent declines in
commodity prices and base metals equities, a situation that could rapidly
reverse were Mercator to withdraw its offer," said Mike Surratt, Mercator's
President and Chief Executive Officer.
Since Mercator announced its offer on October 19, 2007, the following
developments have occurred, factors that should be carefully considered by
Tyler shareholders as to why they should accept Mercator's offer:
- Commodity prices for copper and zinc have declined by approximately
US$0.33 and US$0.64 per pound respectively;
- The S&P TSX Diversified Metals & Mining Index has declined by
approximately 281 points or 9.25%;
- Tyler does not appear to have been successful in attracting another
offer, despite running a full auction;
- Mercator believes that Tyler has been unable to demonstrate any
additional value for its projects that was not well known before
Tyler released its Preliminary Economic Assessment Report for the
Bahuerachi project and recently issued a series of news releases disclosing
the same drill information, which information does not appear to have had a
positive impact on the Tyler share price.
In the absence of Mercator's offer, Mercator believes that Tyler shares
could reasonably be expected to return to pre-offer levels, perhaps even less
given the recent declines in commodity and base metal equity prices.
Shareholders who choose to accept Mercator's offer should be protected against
the substantial risk of losses associated with such a price decline.
Mercator urges Tyler shareholder who may not have yet tendered their
shares to do so prior to the expiry of 8:00 pm (Toronto) January 8, 2008.
Questions concerning the offer and acceptance of the offer should be directed
to Mercator's Information Agent, Georgeson at 1-888-605-8401 (toll free in
On November 9, 2007, Mercator Minerals Ltd. filed a Take-over bid
circular related to its offer for the outstanding common shares of Tyler
Resources Inc. Investors and security holders of Tyler are strongly encouraged
to read the terms and conditions of our Offer and the additional information
in the Offer and Circular mailed on November 9, 2007 and filed on SEDAR,
because they contain important information.
Jennings Capital Inc. is acting as financial adviser to Mercator.
About Mercator Minerals Ltd.
Mercator is a copper producer that owns and operates the Mineral Park
copper mine in Arizona, with a corporate strategy focused on maximizing the
production potential of the Mineral Park copper-molybdenum deposit and growing
through mergers and acquisitions. The Company has filed a technical report
dated December 29, 2006, supporting the expansion of its Mineral Park
copper-molybdenum mine into a 25,000 tpd operation (Phase I) and a 50,000 tpd
operation (Phase II). At full capacity, expected to be reached mid 2009, the
Mineral Park mine average annual production during the first 10 years is
forecast to be approximately 56.4 million pounds of copper, 10.3 million
pounds of molybdenum and 600,000 ounces of silver.
On Behalf of the Board of Directors
MERCATOR MINERALS LTD.
Per: "Michael L. Surratt"
Michael L. Surratt,
US Share Holders
No Mercator shares will be delivered in the United States or to or for
the account or for the benefit of a person in the United States, unless
Mercator is satisfied that such Mercator shares may be delivered in the
relevant jurisdiction in reliance upon available exemptions from the
registration requirements of the U.S. Securities Act of 1933, as amended, and
the securities laws of the relevant U.S. state or other local jurisdiction, or
on a basis otherwise determined to be acceptable to Mercator in its sole
discretion. Ineligible Tyler shareholders who would otherwise receive Mercator
shares in exchange for their Tyler shares may, at the sole discretion of
Mercator, have such Mercator shares issued on their behalf to a selling agent,
which shall, as agent for such Tyler shareholders, sell such Mercator shares
on their behalf over the facilities of the TSX and have the net proceeds of
such sale, less any applicable brokerage commissions, other expenses and
withholding taxes, delivered to such Tyler shareholders.
The offer is being be made for the securities of a Canadian issuer and by
a Canadian issuer that is permitted to prepare the offer and circular in
accordance with the disclosure requirements of Canada. Shareholders should be
aware that such requirements are different from those of the United States.
The financial statements included or incorporated by reference in the offer
and circular have been prepared in accordance with Canadian generally accepted
accounting principles, and are subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to financial statements
of United States companies.
The enforcement by shareholders of civil liabilities under the United
States federal securities laws may be affected adversely by the fact that
Mercator is incorporated under the laws of Canada, that some or all of its
officers and directors may be residents of jurisdictions outside the United
States, that some or all of the dealer managers for the offer and some or all
of the experts named in the offer and circular may be residents of
jurisdictions outside the United States and that all or a substantial portion
of the assets of Mercator and said persons may be located outside the United
You should be aware Mercator may purchase securities otherwise than under
the offer, such as in open market or privately negotiated purchases.
Forward Looking Information
This news release contains forward looking statements of Mercator, being
statements which are not historical facts, including, without limitation,
statements regarding the proposed acquisition of Tyler by Mercator, the
potential benefits thereof and discussions of future plans, projections and
objectives. 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 expectation are in the documents filed by
Mercator from time to time with the Toronto Stock Exchange and provincial
securities regulators, most of which are available at www.sedar.com. Mercator
disclaims any intention or obligation to revise or update such statements.
The following factors, among others, related to the proposed acquisition
of Tyler, the potential benefits thereof and future plans, projections and
objectives could cause actual results of developments to differ materially
from the results or developments expressed or implied by forward looking
statements: the Mercator shares issued in connection with the offer may have a
market value lower than expected; the businesses of Mercator and Tyler may not
be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; the expected combination benefits from
the acquisition of Tyler may not be fully realized by Mercator or may not be
realized within the expected time frame; Mercator cannot determine the number
of Tyler shareholders who may accept the Tyler offer; Mercator may not acquire
one-hundred percent of the shares of Tyler; and the possible delay in the
completion of the steps required to be taken for the acquisition of Tyler and
the ultimate combination of Mercator and Tyler.
The Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future
events or otherwise, except as required by applicable law.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this press release.
For further information:
For further information: Marc LeBlanc, VP Corporate Development and
Corporate Secretary, Tel: (604) 981-9661 or (604) 716-5582, Fax: (604)
960-9661, Email: email@example.com