Mercator and Stingray sign Arrangement Agreement
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
2010,
- 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.