Mantle Resources And Ecstall Mining Reach Agreement On Take-Overbid
January 29, 2007
Vancouver, British Columbia, January 29, 2007 – Mantle Resources Inc. (TSX-V: MTS; Frankfurt: A0F7E1) is pleased to announce that it has reached an agreement with Ecstall Mining Corporation (TSX-V: EAM) pursuant to which Ecstall has agreed to support a revised take-over bid made by Mantle to acquire all of the outstanding shares of Ecstall.
Under a Support Agreement entered into January 29, 2007, Mantle has agreed to increase its outstanding offer from 0.40 of a Mantle Share for each Ecstall Share to 0.41 of a Mantle Share for each Ecstall Share and to extend the expiry date of its Offer to 11:59 p.m. (Vancouver time) Friday, February 9, 2007. If Mantle’s revised offer is successful, Ecstall also intends to transfer at their book value certain non-core gold exploration properties to a new company to be formed by Mr. Chris Graf, the CEO of Ecstall, in trust for the benefit of the Ecstall shareholders.
The board of directors of Ecstall has determined that the revised offer is fair to Ecstall’s shareholders and is in the best interests of Ecstall and its shareholders and accordingly has agreed to recommend acceptance of Mantle’s revised offer. Westwind Partners Inc., financial advisors to Ecstall, has provided an opinion to the board of Ecstall that the revised offer is fair, from a financial point of view, to the shareholders of Ecstall.
Under the Support Agreement, Ecstall has agreed to cease soliciting other offers, subject to a limited right to consider an unsolicited offer that is a superior proposal, subject to Mantle’s right to match any such offer.
Concurrently with entering into the Support Agreement, the directors of Ecstall, including Messrs. Chris Graf and Clifford Frame, have entered into agreements to tender their shares under and to support the offer.
Ecstall has also terminated its Shareholder Rights Plan effective as of the expiry of Mantle’s offer.
A Notice of Variation and Extension of Mantle’s offer and a Notice of Change to Ecstall’s Directors’ Circular providing further details regarding the above will be mailed to all Ecstall shareholders shortly.
Ecstall shareholders who have already tendered to Mantle’s outstanding offer do not need to take any further action to accept and receive the additional consideration offered under Mantle’s revised offer.
Mr. Peeyush Varshney, President and Chief Executive Officer of Mantle, said, "We are pleased to have the support and cooperation of Ecstall and it's entire board of directors. As we have consistently stated, we believe this is a tremendous opportunity for all of Mantle's and Ecstall's shareholders to consolidate the ownership of the Akie and other Gunsteel formation zinc/lead properties into one strong , focused and well capitalized company. The successful completion of our bid will allow us to turn our attention towards the planning of an aggressive exploration program on the Akie and related properties later this year. We have received strong Ecstall shareholder support for our original offer, and now urge all remaining shareholders to tender their shares as soon as possible.”
For further information about the offer, Ecstall shareholders should contact Georgeson Shareholder Communications Canada Inc., the information agent under the offer, toll-free at 1-866-568-7419.
ON BEHALF OF THE BOARD OF DIRECTORS
MANTLE RESOURCES INC.
“ PEEYUSH VARSHNEY ”
PEEYUSH VARSHNEY, LL.B
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release