Raising of GBP1M

Mercator Gold PLC 05 August 2005 MERCATOR TO RAISE £1 MILLION THROUGH PROPOSED UNDERWRITTEN OFFER FOR EARLY EXERCISE OF WARRANTS and ISSUE OF ADDITIONAL WARRANTS LONDON 5th August, 2005 - Mercator Gold plc (AIM: MCR) ('Mercator' or 'the Company') proposes to raise £1 million through an underwritten entitlement offer to Warrantholders for the early exercise of 12,500,000 Warrants (the 8 pence warrants listed on AIM: MCRW). The offer is conditional upon Shareholder and Warrant holder approval being received at the Extraordinary General Meetings of the Company in advance of the offer being made. Details of the Offer The Company proposes to raise £1 million before expenses by way of the Offer. The terms of the Offer are that: (i) in the event that a Warrant holder chooses to exercise his/her Warrants at any time prior to or during the period commencing on date of the passing of the Shareholders Resolution and the Warrantholders Resolution (whichever shall be the latter) and ending at 3 pm on 13 September 2005 he/she will receive in addition the one 10p Warrant to which he/she is entitled under the Warrant Instrument, one further 10p Warrant for every two Warrants exercised; (ii) the maximum number of Warrants which may be exercised in aggregate under the terms of the Offer is 12,500,000. In the event that more than 12,500,000 Warrants are exercised in accordance with the terms of the Offer then the applications shall be scaled down on a pro rata basis. The Offer is conditional upon: (i) The Shareholders Resolution being passed at the EGM; and (ii) The Warrantholders Resolution being passed at the Warrantholders EGM; Background to and Reasons for the Offer Mercator Gold plc is an exploration company which was admitted to trading on AIM on 8 October 2004. The Company entered into the Annean Joint Venture with St Barbara Mines Ltd, a company listed on the Australian Stock Exchange, to explore for economic gold resources in the Annean Joint Venture area in the Meekatharra region of Western Australia. The Company is currently carrying out an extensive drilling programme on a number of properties within the Annean Joint Venture area and preliminary results have encouraged the Company to extend its current programmes. To provide adequate finance for these extended programmes, the Directors have considered a number of funding options available to the Company and after due consideration have proposed, subject to the Shareholders Resolution and the Warrantholders Resolution being passed to raise additional finance of up to £1 million through an offer to all Warrantholders of an issue of one bonus 10p Warrant for every two Warrants exercised at any time during the period commencing on the date of passing the Shareholders Resolution and the Warrantholders Resolution (whichever shall be the later) and ending at 3 pm on 13 September 2005 ('the Offer'). The Company currently has in issue 87,119,800 Ordinary Shares and 34,494,600 Warrants. Also in issue are the Unlisted Warrants. The Offer will not extend to holders of the Unlisted Warrants. Directors hold, in aggregate, 1,950,000 Warrants and will be allowed to participate in the Offer on equal terms with other Warrantholders The terms of the Warrant Instrument state that each Warrant entitles the holder to subscribe for one Ordinary Share at the price of 8p per Ordinary Share at any time during the period commencing on Admission and expiring 13 months thereafter and for every two Warrants exercised the holder will also be entitled to be issued with one 10p Warrant exercisable at any time during the period commencing on Admission and expiring 25 months thereafter. Current Trading and Future Prospects Mercator believes that the results received from the projects thus far justify the continuation of drilling programmes at Surprise - including Surprise Extended and Jess, Bluebird and Maid Marion projects. Sufficient capital will be raised by the early exercise of a proportion of warrants to allow drilling to continue without excessive dilution of the company's shares. Mercator's objective is to establish a resource base of sufficient size to sustain a substantial operation for a long period of time (greater than 10 years). To achieve this objective the company is targeting a minimum of 4 deposits containing at least 500,000 ounces each. The Meekatharra area has historically produced a number of such deposits at relatively shallow depths. To monitor progress the company :- 1. has an independent technical Director - Michael Elias - capable of assessing programs and progress; 2. has commissioned an independent peer group review of the company's activities - The Kerrich Report - available on the company's website; 3. has commissioned an independent Consultant to conduct resources evaluations at 2 of each advanced project - mainly Bluebird and Surprise - including Surprise Extended. The Kerrich Report has amongst other things looked at the usefulness of the SpaDiSTM System and concluded that 'SpaDiSTM is an invaluable tool for designing efficient exploration drilling programmes - and further that - it is a revolutionary technology that permits quantitative analyses of ore body diametric and grade distribution, with fractal analyses at all scales, accordingly a competitive advantage.' The Report rates the company's exploration team as being in the top 10% of those operations worldwide, and it further notes that the company has a better than 80% chance of discovering more than 500,000 ounces in at least 4 separate deposits. Mercator's future projects are based on a strong technical team whose work is monitored both internally and independently on an ongoing basis. It's landholding at Meekatharra is delivering results and the SpaDiSTM System leads the way in identifying the high grades zones that will support long term profitability. Newland Resources Limited Newland has agreed to underwrite the Offer to the maximum extent and has therefore agreed that in the event that applications under the terms of the Offer are received for the exercise of less than 12,500,000 Warrants it will exercise sufficient of the Warrants held by it to cover the shortfall. The agreement with Newland is on the following terms. (i) The Warrantholders Resolution will be passed by 30 August 2005; (ii) the Warrantholders shall have 14 days from the date of the Warrantholders EGM to exercise their Warrants under the terms of the Offer; (iii) If more than 12,500,000 Warrants are exercised, any Warrant exercise monies accepted shall be scaled back pro-rata based on the total number of Warrants exercised so that no more than 12,500,000 Warrants are exercised and no more than 6,250,000 additional 10p Warrants are issued; and (iv) The Company shall pay an underwriting commission to Newland of £50,000 cash payable upon completion of the Offer. Newland is a related party as a result of their holding 12,849,500 Warrants and nil Ordinary Shares in the Company as at the date of this document, equating to 37.25% of the existing Warrants and equating to 14.75% of the Existing Share Capital. The underwriting arrangements as set out above constitute a related party transaction under the AIM rules. The Directors consider, having consulted with the Company's Nominated Advisor, that the terms of the underwriting are fair and reasonable insofar as the Company, the shareholders and the Warrantholders are concerned. The Company has called an Extraordinary General Meeting of Shareholders and an Extraordinary General Meeting of Warrantholders for 30 August 2005 at the Company's office. A notice of this meeting is posted to all Shareholders and Warrantholders detailing the offer and recommending that both resolutions are supported. The Warrantholders who do not take up their rights under this offer will not have their original rights varied in any way. Patrick Harford, CEO of Mercator commented: 'I am delighted at the support Newland is showing the Company by agreeing to underwrite the early exercise of Mercator 8p Warrants. The Board believes that this early exercise and bonus issues is the most cost effective method to providing the Company with additional financing for its extended programmes, including the Nottingham extension in Meekatharra. The Board will unanimously recommend the proposals to Shareholders and Warrantholders at the forthcoming EGMs.' Note: The document is available, free of charge, for a period of at least one month from the Company's office at Peek House, 3rd floor, 20 Eastcheap, London, EC3M 1EB. -End- For further information please contact: Mercator Gold plc Patrick Harford, Managing Director Tel: +44 (0) 7786 486645 Terry Strapp, Chairman Tel : +61 (0) 8 9322 7422 Michael de Villiers, Finance Director Tel: +44 (0) 2079291010 Email: info@mercatorgold.com Web: www.mercatorgold.com Beaumont Cornish Limited Roland Cornish / Felicity Geidt Tel: +44 (0) 20 7628 3396 Ocean Equities Limited Will Slack Tel: +44 (0) 20 7786 4375 King & Shaxson Capital Ltd Nick Bealer Tel: +44 (0) 20 7553 8281 Parkgreen Communications Justine Howarth / Ana Ribeiro Tel: +44 (0) 20 7493 3713 Mercator operates a continuous disclosure policy with respect to exploration results. Company news releases are based on technical information approved by Susan Vearncombe (Company Director), BSoc.Sci, MSc(Hons), PhD, RPGeo, MAIG. Note to editors Mercator Gold plc was admitted to AIM on 8 October 2004, and entered into the Annean Joint Venture with St. Barbara Mines to explore for economic gold resources in the Annean Joint Venture area in the Meekatharra region of Western Australia. Under the terms of the Annean Joint Venture, Mercator Gold Pty Ltd (the company's wholly owned subsidiary) has a right to earn a 45 per cent interest in the Meekatharra Properties by spending AUD$3 million on exploration by 2 March 2006, with a minimum expenditure of AUD$1 million by 2 March 2005. If Mercator earns the 45 per cent interest, it can elect to increase this interest to 51 per cent by spending a further AUD$1 million by 2 March 2007. If Mercator earns the 51 per cent interest, it can elect to increase its interest to 70 per cent by spending a further AUD$ 4 million by 2 March 2009. If Mercator earns the 70 per cent interest, St. Barbara Mines must then contribute pro-rata on any further expenditure or dilute its interest by a standard dilution formula. Mercator recently announced that the Group has spent the first AUD$1 million and has elected to proceed towards the first step of earning 45% with a minimum expenditure requirement of AUD$2 million before 2rd March 2006. SpaDiSTM is a software programme developed by Vearncombe Associates that uses fractal technologies, including autocorrelation, to generate high-grade targets from historic exploration data. Mercator Gold has a contractual arrangement for the on-going use of SpaDiSTM. The Directors have set the Company an exploration target of 2,000,000 ounces of gold contained within four resources, each of at least 500,000 ounces within the Annean Joint Venture area. The Company has reported initial high-grade drilling results from the first two target areas, Bluebird and Surprise Projects within the Annean Joint Venture Yaloginda - This line of workings has been the principal source of production for St Barbara Mines. Its 15 km x 2 km area has yielded 18 deposits in a variety of styles of mineralization, but the open pits rarely extend below 70m depth. Mercator will assess the geology, structure, alteration and gold distribution to see if a super pit style of operation is realistic, and it will examine potential for extensions of orebodies in depth. The target resource is >500,000 oz. Nannine - Oxide deposits were mined by St Barbara with records indicated that total gold production has exceeded 100,000 oz. The mineralization is hosted in basalt, iron formations and granite. Again, >500,000 oz deposits are being sought. Kurara East - Gold mineralization is hosted in sulphidic quartz veins, mainly in altered granite, basalt and dolerite. A 3.5 km long zone of anomalous gold geochemistry has been identified at Bluebush and Mingah, with aircore drilling returning some good intercepts. Meekatharra North - Is part of a line of workings with an endowment (production + resources) of over 2.0 million ounces of gold. Mercator is targeting the under-explored northern extension of this alteration zone. Mercator has outlined an extension zone of mineralisation over 6500 meters long and containing two prospects, Maid Marion and Nottingham. This information is provided by RNS The company news service from the London Stock Exchange

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