SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of February 9, 2011 Between MERCATOR MINERALS LTD. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • November 8th, 2011 • Mercator Minerals LTD • British Columbia
WHEREAS the Board of Directors of the Company, in the exercise of their fiduciary duties to the Company, has determined that it is advisable and in the best interests of the Company to adopt a shareholder rights plan (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Company and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares; (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid; (c) encourage the fair treatment of the Company's securityholders in connection with any Take-over Bid (as hereinafter defined) made for the Common Shares; and (d) generally to assist the Board of Directors in enhancing shareholder value;
MERCATOR MINERALS LTD., CRESTON MOLY CORP. and 0907385 B.C. LTD.Arrangement Agreement • November 8th, 2011 • Mercator Minerals LTD • British Columbia
A62RTICLE 11 GENERAL 62 11.1 Expenses 62 11.2 Notice 62 11.3 Time of Essence 63 11.4 Enurement 63 11.5 Prohibition Against Assignment 63 11.6 Third Party Beneficiaries 63 11.7 Disclosure 63 11.8 Counterpart Executions and Facsimile Transmissions 64
AMENDMENT NO. 2 TO SILVER AGREEMENTSilver Agreement • November 8th, 2011 • Mercator Minerals LTD • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant as follows:
