BacTech Shareholders Approve Merger With Scorpio Gold Corporation
TORONTO, ONTARIO, Dec 28, 2007 (MARKET WIRE via COMTEX News Network) --
BacTech Mining Corporation (TSX VENTURE: BM) ("BacTech" or the "Company") is pleased to announce that shareholders at the special shareholders meeting held today, voted 99.6% in favour of approving the merger (the "Merger") of the Company with Scorpio Gold Corporation ("Scorpio Gold"), a 93%-owned subsidiary of Scorpio Mining Corporation (TSX: SPM) ("Scorpio Mining").
In addition to approving the Merger, the shareholders of BacTech voted in favour of changing the name of BacTech to "Scorpio Gold Corporation", and in favour of changing the size and composition of BacTech's board of directors, as set forth in the Company's management information circular dated November 12, 2007.
The combined company will hold interests in 2 past-producing gold mines in Nova Scotia, a polymetallic exploration project in the Gaspe, Quebec, as well as access to numerous projects under evaluation by BacTech.
As consideration for the 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. The Merger constitutes a change of control of BacTech as Scorpio Mining will, on the closing of the Merger, hold approximately 46% of the issued and outstanding common shares of BacTech.
Cassels Brock & Blackwell LLP acted as BacTech's legal advisor. Axium Law Corporation acted as legal advisor for Scorpio Gold.
CAUTIONARY STATEMENT REGARDING REVERSE TAKEOVER TRANSACTION
Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance. The transaction cannot close until the required acceptance of the TSX Venture Exchange is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular, any information released or received with respect to this transaction may not be accurate or complete and should not be relied upon. Trading in the securities of BacTech should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
BACTECH PROFILE
BacTech has developed and patented bacterial oxidation technology for the treatment of refractory ores and concentrates to enhance the recovery of gold, silver and base metals. BacTech has successfully commissioned three bioleach plants for gold and demonstrated its technology in the selective recovery of base metals from complex sulphide concentrates in a joint project with Industrias Penoles de C.V. of Mexico that was completed in 2001. The Company's focus is the acquisition of equity positions in projects amenable to bioleaching.
Shares outstanding 57,607,206 |
