Mercator and Creston Proceeding to Closing to Create Leading Copper-Moly
VANCOUVER, June 17, 2011 /CNW/ - Mercator Minerals Ltd. (TSX: ML) ("Mercator") and Creston Moly Corp.
(TSXV: CMS) ("Creston") are pleased to announce that the Supreme Court of British Columbia has
granted an order approving the Plan of Arrangement (the "Arrangement") providing for the previously announced friendly business combination
of Creston and Mercator.
As announced on June 14, 2011, the shareholders of Creston at its
Special Meeting of Shareholders held on June 14, 2011 overwhelmingly
approved the Arrangement. A special resolution approving the (the "Arrangement Resolution") was passed by Creston's shareholders present in person and by proxy
at the Meeting. A total of 176,668,360 shares voted (excluding shares
held by Bruce McLeod, who will become the new President & CEO of
Mercator post-arrangement), representing 63.3% of the total eligible
votes. Specifically, 99.3% of the votes cast in respect of the
Arrangement Resolution voted in favour of the transaction.
Trading of the common shares of Creston on the TSX Venture Exchange will
halted at the opening of trading on June 20, 2011.
Subject to the satisfaction of certain other usual closing conditions,
the Arrangement is expected to close on or around June 22, 2011.
"Now that the Court Order approving the Arrangement has been obtained,
Creston and Mercator will be proceeding with the closing of the
business combination. The combination of Mercator and Creston will
create a strong copper-moly company, combining an operating mine with a
large resource base with excellent prospects for internal growth
through the completion of the second phase of expansion at Mineral Park
and the development of the El Pilar copper project and the El Creston
molybdenum project", said Bruce McLeod, President and CEO of Creston.
"Management believes that the new company is well positioned to become
a strong intermediate base metals producer."
"Mercator is very pleased to have the support of Creston's shareholders
as well as the Court in pursuit of this business combination. We look
forward to working with Creston's team to maximize the value of Mineral
Park, El Pilar and El Creston", said Michael Surratt, CEO of Mercator.
In other corporate developments, Mercator advises that it has recently
received notification of an order instituting administrative
proceedings from the United States Securities and Exchange Commission
("SEC") related to a registration statement filed by Silver Eagle Resources
Ltd. with the SEC in 1998. Mercator was formerly known as Silver Eagle
Resources Ltd. which had different management at the time of the
filing. The filing was not disclosed to current management of
Mercator. The order alleges that Silver Eagle Resources Ltd. (now
Mercator) is delinquent in filing periodic reports with the SEC.
Mercator is reviewing this matter with its United States legal counsel
in order to resolve the matter. The SEC has placed restrictions on
United States broker-dealers' ability to effect transactions in the
common shares of Mercator. In the meantime, Mercator common shares
continue to trade in Canada on the Toronto Stock Exchange through
Canadian broker-dealers. Mercator has traded approximately 99% of its
daily total volume in Canada over the preceding six months. All of
Mercator's financial statements and annual reports are available at www.sedar.com.
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 at the
Mineral Park Mine and the development of the El Pilar copper project in
About Creston Moly Corp.
Creston is a mineral exploration company focused on the exploration and
development of the El Creston Property in Sonora, Mexico, of which the
Company holds a 100% interest.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
None of the securities anticipated to be issued under the plan of
arrangement have been or will be registered under the Securities Act of
1933, as amended, or any state securities laws, and such securities are
anticipated to be issued in the United States pursuant to exemptions
from such registration requirements. This press release shall not
constitute an offer to sell or solicitation of an offer to buy any
securities in any jurisdiction where such an offer or sale would be
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, being
statements which are not historical facts, including, without
limitation, statements regarding the proposed acquisition of Creston by
Mercator, the potential benefits thereof, discussions of future plans,
projections and objectives, estimates, forecasts, and statements as to
management's expectations with respect to, among other things, the size
and quality of the Company's mineral reserves and mineral resources,
future production, capital and mine production costs, demand and market
outlook for commodities, and the financial results of the Company and
discussions of future plans, projections and objectives. In addition,
estimates of mineral reserves and mineral resources may constitute
forward looking statements to the extent they involve estimates of the
mineralization that will be encountered if a property is developed.
Important factors that may cause actual results to vary include, but
are not limited to, certain transactions, certain approvals, changes in
commodity and power prices, changes in interest and currency exchange
rates, inaccurate geological and metallurgical assumptions (including
with respect to the size, grade and recoverability of mineral reserves
and resources), unanticipated operational difficulties (including
failure of plant, equipment or processes to operate in accordance with
specifications, cost escalation, unavailability of materials and
equipment, delays in the receipt of government approvals, industrial
disturbances or other job action, and unanticipated events related to
health, safety and environmental matters), political risk, social
unrest, and changes in general economic conditions or conditions in the
financial markets. These risks are described in more detail in
Mercator's Annual Information Form. Mercator does not assume the
obligation to revise or update these forward-looking statements after
the date of this report or to revise them to reflect the occurrence of
future unanticipated events, except as may be required under applicable
securities laws. For a more complete discussion, please refer to the
Mercator's Annual Information Form and audited financial statements and
MD&A for the year ended December 31, 2010 on the SEDAR website at www.sedar.com.
This news release also contains forward looking statements of Creston.
Forward looking statements relate to future events or future
performance and include, but are not limited to, statements with
respect to the completion of the proposed transaction, estimation of
mineral reserves and resources, the realization of mineral reserve
estimates, the timing and amount of estimated future production, costs
of production, capital expenditures, success of mining operations,
environmental risks, unanticipated reclamation expenses, title disputes
or claims and limitations on insurance coverage. In certain cases,
forward-looking statements can be identified by the use of words such
as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and
phrases or statements that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved"
or the negative of these terms or comparable terminology.
Forward-looking statements reflect Creston management's expectations or
beliefs regarding future events and are based on the assumptions that
the proposed transaction will complete and that Creston's exploration
and development properties will achieve anticipated milestones and
results, and rely on Mercator's public disclosure regarding its mineral
projects. By their very nature, forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause the actual events, results, performance or achievements of
Creston to be materially different from any future events, results,
performance or achievements expressed or implied by the forward-looking
statements. Such factors include, among others, risks related to
completion of the proposed transaction, actual results of current
exploration activities; changes in project parameters as plans continue
to be refined; future prices of resources; possible variations in ore
reserves, grade or recovery rates; accidents, labour disputes and other
risks of the mining industry; delays in obtaining governmental
approvals or financing or in the completion of development or
construction activities; as well as those factors detailed from time to
time in Creston's interim and annual financial statements and
management's discussion and analysis of those statements, all of which
are filed and available for review on SEDAR at www.sedar.com. Although Creston has attempted to identify important factors that
could cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. These forward-looking statements are made as of the date
of this news release and Creston does not intend, and does not assume
any obligation, to update these forward-looking statements, except as
required by applicable law. Accordingly, readers should not place undue
reliance on forward-looking statements.
SOURCE Mercator Minerals Ltd.
For further information: