VANCOUVER, Feb. 9 /CNW/ - Scorpio Mining Corporation (TSX: SPM) ("Scorpio" or the "Company") announces that the extraordinary shareholder meeting held on February 5th, 2010 pertaining to the acquisition of Platte River Gold Inc. and all its assets, including the La Verde Project and its significant polymetallic deposits located near the Company's Nuestra Senora mine in Mexico, has resulted in overwhelming support of the acquisition with 99.75% of the shares represented voted in favour.
Peter J Hawley, Chairman, CEO comments; "It is certainly gratifying to have such strong backing and support of the Platte River acquisition by our shareholders who can see the big picture of the resulting organic production growth, with a steady stream of development ready projects positioned to move towards production and all centrally located within 8 to 10 kilometres from our mill facility. The acquisition significantly increases our metal inventory and the resulting expected production growth and development and exploration potential provide all the components to develop the Company into an intermediate low cost producer over the next two years.
At the extraordinary meeting, a total of 34,246,641 common shares were voted, in person or by proxy, of which 34,160,641 shares (99.75%) were voted in favour of the acquisition, while 86,000 shares (0.25%) were voted against.
The terms of the acquisition voted on were as follows;
- 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 holders 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 acquisition
(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 with Platte River. 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 Platte River or the Company are exercised during the period between January 7, 2010 and the effective date of the acquisition, on completion of the acquisition, 74,832,046 Company shares are expected to be issued to Platte River shareholders under 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 in connection with the exercise of outstanding Platte River options and warrants.
A special meeting of the Platte River shareholders (the "Platte River Meeting") will be held on or about February 19, 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 acquisition.
The completion of the Platte River acquisition is subject to the fulfilment or waiver of several conditions precedent, including the approval of the acquisition by the Platte River shareholders, receipt of necessary court approvals, the final approval of the Toronto Stock Exchange, and Dissenting Shareholders not exercising applicable dissent rights in respect of more than 5% of all Platte River shares. Provided all condition precedents are fulfilled or waived, the effective date of the acquisition is expected to occur on or about March 1, 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.
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 acquisitions and Scorpio Mining Corporation's commitment to, and plans for increasing production. 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 Nuestra Senora Project, 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, risks relating to completing acquisition transactions 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: firstname.lastname@example.org