Scorpio Gold Corporation and BacTech Mining Corporation Seek Shareholder Approval to Merger



    TSX:SPM

    VANCOUVER, Dec. 6 /CNW/ - Scorpio Mining Corporation ("Scorpio Mining")
(TSX: SPM) announces that its 93% owned subsidiary, Scorpio Gold Corporation
("Scorpio Gold") has mailed meeting materials to its shareholders in respect
of the proposed merger (the "Merger") of Scorpio Gold and BacTech Mining
Corporation ("BacTech") (TSXV: BM), as announced on October 30, 2007. The
special meeting of the Scorpio Gold shareholders to approve the Merger will be
held on December 28, 2007. Scorpio Mining has agreed to support the
transaction as the controlling shareholder of Scorpio Gold. The special
meeting of the shareholders of BacTech to approve the Merger is scheduled to
be held on the same day.
    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

    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.





For further information:

For further information: Jackson Little Holdings Ltd., (604) 930-4375 or
1-888-930-4375

Organization Profile

Scorpio Mining Corporation

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890