TRADING SYMBOL: TSX - ML
VANCOUVER, Nov. 12 /CNW/ - Mercator Minerals Ltd. ("Mercator") (TSX: ML)
today announced that it that it has mailed its offering circular and related
documents to Tyler shareholders and has filed with securities regulators in
Canada its formal offer for all of the outstanding common shares of Tyler
Resources Inc. The offer to Tyler shareholders will remain open until 8:00
p.m. (Toronto time) on December 17, 2007, unless the offer is withdrawn or
extended by Mercator. Under the terms of the offer, Tyler shareholders will be
entitled to receive 0.113 Mercator common shares for each Tyler common share
tendered and taken up by Mercator.
Based on Mercator's closing share price of C$9.80 on October 18, 2007,
the day prior to announcing the intention to make an offer, the share
consideration represents a premium of approximately 50% over Tyler's closing
share price on October 18, 2007 and over Tyler's volume weighted average share
price on the TSX Venture Exchange for the 20 trading days ended October 18,
Commenting on the transaction, Mike Surratt, President and Chief
Executive Officer of Mercator said "We believe the proposed combination makes
tremendous geographic and strategic sense and is a creative way to unlock
value for all shareholders involved. Mercator's highly experienced
development, financing and operations teams have the capability to realize and
maximize the potential value of the Bahuerachi project. Given current economic
forecasts, the Mineral Park mine is expected to generate sufficient cash to
fund the construction of most of Bahuerachi project with little or no
additional equity issuance."
The prospect for development of Bahuerachi subsequent to Mineral Park,
with little or no equity, sets the stage for a new mid tier base metal
producer with growing resource and production base."
The proposed combination of Mercator and Tyler would offer the following
direct and immediate benefits and opportunities to Tyler's existing
- A significant increase in share price, based on the offered exchange
ratio of 0.113
- Exposure to current copper production and cash flow from Mineral Park
- Participation in the forecast rapid growth in molybdenum and copper
production at Mineral Park
- Exposure to a highly-experienced mine financing and mine building
- Reduced risk in the development, financing and construction of
- The potential for development of Bahuerachi with little or no equity
Furthermore, the combined entity would become a rapidly growing mid-tier
base metals producer, while having:
- Well structured and financed company
- Full scale production of molybdenum and copper at Mercator's Mineral
Park Project by 2009
- Attractive resource base to underpin growth
- Experienced corporate and operational management
To complete the transaction, Mercator would issue approximately
15 million new common shares to Tyler shareholders, assuming all of the
outstanding shares of Tyler are tendered and assuming the conversion or
exercise only of the currently outstanding options, warrants or other
convertible securities of Tyler. On an issued basis, the pro rata
shareholdings are anticipated to be approximately: 83% existing Mercator
shareholders and 17% existing Tyler shareholders.
The bid is subject to a number of conditions, including without
limitation absence of adverse material changes, receipt of all necessary
regulatory approvals and a minimum of 66 2/3% of Tyler shares (on a fully
diluted basis) being tendered.
Tyler's shareholders 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.
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 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: firstname.lastname@example.org