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TYS Tyler Resources

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Share Name Share Symbol Market Type
Tyler Resources TSXV:TYS TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

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

07/01/2008 1:57am

Marketwired Canada


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.


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