Scorpio Gold Corporation and BacTech Mining Corporation Seek Shareholder Approval to Merger
Under the proposed Merger, BacTech will issue 2.6 common shares for each common share of Scorpio Gold outstanding and will exchange any outstanding Scorpio Gold warrants for BacTech warrants based on the same 2.6:1 exchange ratio. On the closing of the Merger, and assuming completion of the Scorpio Gold equity financing (as described below), Scorpio Mining will hold approximately 46% of the issued and outstanding common shares of BacTech. Upon closing of the Merger, BacTech will change its name to Scorpio Gold Corporation.
Scorpio Mining also wishes to report that Scorpio Gold has engaged Research Capital Corporation (“Research Capital“) to act as its sole agent, on a best-efforts agency basis, for a private placement offering (the “Scorpio Gold Financing“) to raise $4,000,000 by the issuance of unit subscription receipts (each a “Unit Subscription Receipt“) of Scorpio Gold. Each Unit Subscription Receipt will entitle the holder to acquire one unit (each a “Unit“) consisting of one common share in the capital of Scorpio Gold and one-half of one common share purchase warrant. The Scorpio Gold Financing is scheduled to close prior to the completion of the Merger. All securities of Scorpio Gold to be issued under the Scorpio Gold Financing will be exchanged for securities of BacTech upon completion of the Merger in accordance with the exchange ratio set out above. The proceeds from the Scorpio Gold Financing will be held in escrow pending completion of the Merger, and will upon completion of the Merger be released to the resulting merged company and used to complete Phase 1 of the recommended exploration programme for Scorpio Gold´s Caribou Gold property and, if results from Phase 1 prove positive, to initiate Phase 2 of the exploration program, and for general working capital purposes. Research Capital will receive compensation in the form of an 8% cash commission and 10% broker compensation options exercisable for Units. The Scorpio Gold Financing remains subject to regulatory approvals. Research Capital and Scorpio Gold anticipate the Scorpio Gold Financing will proceed in early-January 2008 at which time additional details on the Scorpio Gold Financing will be provided.
The Merger is conditional upon, among other things, the approval of the Scorpio Gold shareholders and the BacTech shareholders at their respective shareholders´ meetings and the approval of the TSX Venture Exchange. The Merger is expected to close on or before January 30, 2008.
ON BEHALF OF SCORPIO MINING CORPORATION
Peter J. Hawley
Chairman & CEO
For further information contact:
Jackson Little Holdings Ltd. (604) 930-4375 / 1-888-930-4375
This discussion includes certain statements that may be deemed “forward-looking statements“. All statements in this discussion, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include metal prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions.