Scorpio Announces Signing of Arrangement Agreement with Platte River Gold
Inc.
TSX:SPM
The purpose of the Arrangement is to effect the acquisition by the Company of all of the issued and outstanding common shares of Platte River (the "Platte River Shares") from the holders thereof (the "Platte River Shareholders") in exchange for the issuance by the Company to the Platte River Shareholders of common shares of the Company ("Company Shares"). If the Acquisition is approved at the Company's special meeting (the "Company Meeting") of shareholders to be held on
- each outstanding Platte River Share, other than Platte River Shares held by Platte River Shareholders exercising dissent rights under applicable corporate laws ("Dissenting Shareholders"), will be deemed exchanged by the holder thereof for Company Shares based on a share exchange ratio (the "Share Exchange Ratio") which will result in Platte River Shareholders holding 40% of all outstanding Company Shares upon the completion of the Arrangement (expected to be approximately 3.53 Company Shares for each Platte River Share held); and - each Platte River Share held by a Dissenting Shareholder will be deemed to have been transferred to Platte River and cancelled, and such Dissenting Shareholder will be entitled to be paid the fair value of its Platte River Share.
Following the completion of the Acquisition, outstanding Platte River incentive stock options and share purchase warrants will become, by their own terms, exercisable by the holders thereof to acquire Company Shares, with the number of Company Shares to be acquired and the exercise price per Company Share adjusted in accordance with the Share Exchange Ratio. Full particulars of the Acquisition are contained in the Plan of Arrangement attached to the Arrangement Agreement. A copy of the Arrangement Agreement has been filed on SEDAR at www.sedar.com under the Company's profile.
Assuming there are no Dissenting Shareholders and no convertible securities of the Platte River or the Company are exercised during the period between
A special meeting of the Platte River Shareholders (the "Platte River Meeting") will be held on or about
Pursuant to the Arrangement Agreement, the completion of the Arrangement is subject to the fulfilment or waiver of several conditions precedent, including, but not limited to the approval of the Acquisition by the Company's shareholders at the Company Meeting, the approval of the Arrangement by the Platte River Shareholders at the Platte Meeting, receipt of necessary court approvals, the final approval of the TSX Venture Exchange, and Dissenting Shareholders not exercising applicable dissent rights in respect of more than 5% of all Platte River Shares. Provided all condition precedents set out in the Arrangement Agreement are fulfilled or waived, the Effective Date of the Acquisition is expected to occur on or about
The Company also announces that it has mailed its proxy materials prepared in connection with the Company Meeting. The proxy materials have been filed on SEDAR at www.sedar.com under the Company's profile.
Further information is available on the Company's web site at: www.scorpiomining.com.
ON BEHALF OF SCORPIO MINING CORPORATION
Peter J. Hawley Chairman & CEO
This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of the
There can be no assurance that any forward-looking statements will prove 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 does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
For further information: For further information: Rich Kaiser, YES International: 1-800-631-8127, 001-757-306-6090 (outside North America), Email: [email protected]
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