VANCOUVER, Jan. 13 /CNW/ - Scorpio Mining Corporation (TSX: SPM) ("Scorpio" or the "Company") announces that it has signed an arrangement agreement (the "Arrangement Agreement") with Platte River Gold Inc. ("Platte River") dated January 7, 2010 for the acquisition of Platte River and all its assets, including the La Verde Project and its significant polymetallic deposits located near the Company's Nuestra Senora mine in Mexico (the "Acquisition"), which will be completed by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (Yukon).
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 February 5, 2010 and all other conditions precedent under the Arrangement Agreement are satisfied or waived, on the effective date of the Arrangement (the "Effective Date"), the following transactions will be deemed to occur:
- 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);
- 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 January 7, 2010 and the Effective Date, on the completion of the Acquisition, 74,832,046 Company Shares will be issued to Platte River Shareholders pursuant to the Arrangement. As a result there would be 187,080,115 Company Shares outstanding on the Effective Date with Platte River Shareholders holding 40% of the total number of issued and outstanding Company Shares. It is anticipated that a further 9,960,398 Company Shares will become issuable upon the exercise of outstanding Platte River convertible securities.
A special meeting of the Platte River Shareholders (the "Platte River Meeting") will be held on or about February 23, 2010 in order to approve the Arrangement. Certain shareholders of Platte River, holding an aggregate of 18,234,535 Platte River Shares, representing 86.06% of the outstanding Platte River Shares, have entered into support agreements with the Company, pursuant to which such Platte River Shareholders have agreed to take certain actions in support of the Acquisition, including attending the Platte River Meeting in person or by proxy and voting in favour of the Arrangement.
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 February 25, 2010 or such earlier or later date as the Company and Platte River may agree. Immediately following the Effective Date, Platte River will become a wholly-owned subsidiary of the Company.
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 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 completing and optimizing the Platte Rive acquisition. 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 development and operation of the mineral projects, risks related to international operations, construction delays and cost overruns, the actual results of current exploration, development and construction activities, conclusions of economic evaluations, changes in project parameters 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 dated March 27, 2009. 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 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.
SOURCE Scorpio Mining Corporation
For further information: For further information: Rich Kaiser, YES International: 1-800-631-8127, 001-757-306-6090 (outside North America), Email: email@example.com