Scorpio Mining Corporation Closes Bought Deal Financing
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Vancouver, May 6, 2008, Scorpio Mining Corporation (the “Company“) (TSX: SPM) is pleased to announce that it has closed its previously announced bought-deal financing (the “Financing“), led by Research Capital Corporation (the “Underwriter“). As announced on April 9, 2008, the Company agreed to issue unsecured subordinated convertible debentures (the “Debentures“) in the aggregate principal amount of $25,000,000, less (on a dollar-for-dollar basis) the aggregate exercise price paid or payable in respect of the exercise of any outstanding warrants of the Company prior to closing of the Financing.
After reflecting approximately $6,000,000 of warrants recently exercised, the Financing was completed, by agreement with the Underwriter, at an aggregate principal amount of $20,000,000 to various purchasers resident in Canada, the United States of America and other jurisdictions. The Debentures were issued at par, have a maturity date of March 5, 2011, and bear interest at a rate of 7% per annum, payable semi annually in arrears. The Debentures will be convertible at any time prior to maturity at the option of the holders into common shares of the Company at a conversion price of $1.55 per common share, and will not be redeemable by the Company.
In connection with the Financing, the Company received a $10,000,000 short-term bridge loan (the “Bridge Loan“) from an institutional investor. The Bridge Loan was unsecured, repayable on demand, and accrued interest at a rate of 7% per annum, compounded daily. In accordance with the terms of the Bridge Loan, upon the closing of the Financing, the principal amount of the Bridge Loan was repaid through the issuance to the Bridge Loan lender of $10,000,000 principal amount of the Debentures as part of the aggregate $20,000,000 principal amount of Debenture issued, and accrued interest was paid in cash.
“We are pleased to have realized gross proceeds from the Financing and recent warrant exercises of approximately $26 million in a manner that has not significantly increased Scorpio´s fully diluted capital“ stated Peter J. Hawley, CEO. “This financing will provide us with the necessary working capital to put the Nuestra Señora project into full production.“
In consideration for its services in connection with the Financing, the Underwriter received a fee of $750,000, and was reimbursed for certain of its expenses. The net proceeds of the Financing will be used to fund the start-up of the Company´s Nuestra Señora project and for general corporate and administrative purposes.
The Debentures and any common shares of the Company issued upon conversion of the Debentures within four months of closing will be subject to a four-month hold period from closing under applicable securities laws. The common shares issuable on the conversion of the Debentures have been approved for listing on the Toronto Stock Exchange.
The Debentures and any common shares issuable thereunder have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF SCORPIO MINING CORPORATION
Peter J. Hawley
Chairman & CEO
For further information contact:
Glenn Little, Jackson Little Holdings Ltd: 604-930-4375; 1-888-930-4375
Email: jlconsulting@telus.net
Rich Kaiser, YES International: 1-800-631-8127; 001-757-306-6090 (outside North America)
Email: yes@yesinternational.com
This news release includes certain statements that may be deemed “forward-looking statements“ within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future use of proceeds of the Financing, and the start-up of the Nuestra Senora Project. Generally, these forward-looking statements can be identified by the forward-looking terminology such as “plans“, “expects“´ or “does not expect“, “is expected“, “budget“, “scheduled“, “estimates“, “projects“, “intends“, “anticipates“, or “does not anticipate“, or “believes“, or “variations of such words and phrases or state that certain actions, events or results “may“, “can“, “could“, “would“, “might“, or “will“ be taken“, “occur“ or “be achieved“. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Scorpio Mining Corporation to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and potential development of the Nuestra Senora Project, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parametres as plans continue to be refined, future prices of silver, zinc, copper, lead and gold, as well as those factors discussed in the sections relating to risk factors of our business filed in Scorpio Mining Corporation´s required securities filings on SEDAR, including its Annual Information Form date March 31, 2008. Although Scorpio Mining Corporation has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended.
There can be no assurance that any forward-looking statements will provide accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Scorpio Mining Corporation doses not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.