TYLER RESOURCES INC.
TSX VENTURE : TYS

TYLER RESOURCES INC.

January 07, 2008 08:00 ET

Jinchuan Group to Acquire Tyler Resources for CDN$1.60 Per Share

CALGARY, ALBERTA--(Marketwire - Jan. 6, 2008) - Tyler Resources Inc. (TSX VENTURE:TYS) ("Tyler" or the "Company") is pleased to announce that it has signed a definitive support agreement with Jinchuan Group Ltd. ("Jinchuan"), China's largest producer of nickel, cobalt and platinum group metals and a major producer of copper, pursuant to which Jinchuan will make an offer (the "Offer") to acquire all of the issued and outstanding common shares on a fully diluted basis (the "Shares") of Tyler for Cdn$1.60 per Share in cash. The Offer values Tyler at approximately Cdn$214 million on a fully diluted basis.

The Offer represents a 116% premium to Tyler's closing price on October 18, 2007, the last trading day prior to the announcement of the unsolicited offer by Mercator Minerals Ltd. ("Mercator"), and represents a 60% premium to Tyler's most recent closing price on January 4, 2008. In addition, the Offer represents a 54% premium to Mercator's November 9, 2007 unsolicited offer based on Mercator's closing price on January 4, 2008.

Alan Craven, Chairman of the Tyler Board and the Special Committee, said: "In response to Mercator's hostile bid, we began an active and thorough process to identify a range of value enhancing alternatives for the Company. Over the past several weeks, we received serious interest from a number of parties. In the end, Jinchuan came forward with the best offer, one that provides Tyler shareholders with immediate, strong and certain value for their company and its assets. The Offer has the unanimous support of the Tyler Board."

Li Yong-jun, Chairman and President of Jinchuan, said: "Tyler's management team has developed Bahuerachi as one of Mexico's most notable resource projects and in turn has delivered significant value to its shareholders. Jinchuan looks forward to building on the efforts expended thus far to aggressively progress Bahuerachi through development and into production."

The transaction is to be effected by way of a takeover bid. Full details of the Offer will be included in a formal offer and take-over bid circular, which is expected to be mailed to shareholders in early February 2008. The transaction is expected to close in mid March 2008. The take-over bid circular will be accompanied by the Company's directors' circular, which will provide shareholders of the Company with, among other things, the rationale for the unanimous recommendation of Tyler's Board of Directors that shareholders accept the Offer. The Offer will be subject to a number of conditions, including acceptance of the Offer by holders of at least 66 2/3% of the outstanding Shares calculated on a fully diluted basis, absence of material adverse changes and receipt of all required regulatory approvals (including Chinese government approvals).

The Board of Directors of Tyler has unanimously determined that the Offer is fair to Tyler's shareholders and is in the best interests of the Company and its shareholders. The Board recommends that shareholders tender to the Offer. A Special Committee of Tyler's Board of Directors and the Board have received an opinion from Tyler's financial advisor, CIBC World Markets Inc., that the Offer is fair, from a financial point of view, to the shareholders of Tyler. In the event that the transaction with Jinchuan is not completed under certain circumstances, Tyler has agreed to pay Jinchuan a termination fee of Cdn$7,275,000 or approximately 3.4% of the transaction value.

CIBC World Markets Inc. is acting as sole financial advisor and Burnet, Duckworth & Palmer LLP is acting as legal counsel to Tyler.

BMO Capital Markets is acting as sole financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal counsel to Jinchuan.

About Jinchuan Group Ltd.

Jinchuan is a large integrated non-ferrous metallurgical and chemical engineering company engaged in mining, concentrating, metallurgy and chemical engineering. It produces nickel, copper, cobalt, rare and precious metals and also some chemical products. Jinchuan is the largest producer of cobalt, nickel and platinum group metals in China. Jinchuan is also the largest copper producer in northern China.

Jinchuan has an annual production capacity of 130,000 tonnes of nickel, 400,000 tonnes of copper, 8,000 tonnes of cobalt and 5,000 kilograms of platinum group metals.

About Tyler Resources Inc.

Tyler Resources Inc. is a well-funded Canadian junior exploration company focused on base and precious metals exploration in Mexico. Tyler's primary project is the Bahuerachi property, which hosts Mexico's fourth largest mineralized porphyry deposit. As part of its ongoing drill program, the Company has now drilled in excess of 52,000 meters of combined diamond and reverse circulation drilling since 2004, making it one of the most active Canadian junior exploration companies operating in Mexico. For more information, visit www.tylerresources.com.

Reader Advisory - Certain information regarding Tyler set forth in this news release including management's assessment of the effect of the Offer on the Company and on shareholders of Tyler and timing of matters relating to the approval of the Offer and implementation thereof, contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company's control including, without limitation, uncertainty related to the completion of the Offer and the effect thereof and failure to receive required shareholder and other regulatory approvals. Tyler's actual results, performance or achievements may differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Tyler does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Tyler Resources Inc.
    Corporate Contacts
    Jean Pierre Jutras, President/CEO/Director
    (403) 269-6753 or Toll Free: 1-888-237-7898
    (403) 266-2606 (FAX)
    Website: www.tylerresources.com
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