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Re: News Releases - Thursday, September 06, 2007
Scorpio Mining Corporation - Scorpio Gold Corporation Sign Letter
of Intent with Bactech Mining Corporation for Sale of Gold Assets
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Vancouver, September 6, 2007 - Scorpio Mining Corporation
("SMC"),(TSX:SPM) and Scorpio Gold Corporation ("SGC") a 93.5% owned
private subsidiary of SMC are pleased to announce that they have
signed a Letter Of Intent ("LOI") with BacTech Mining Corporation
("BacTech", TSX.V: BM) whereby BacTech will acquire certain gold assets
in Nova Scotia and Quebec (the "Gold Assets"), in exchange for common
shares in BacTech. The transaction with BacTech will see SMC become the
controlling shareholder in BacTech. SMC has recently transferred its
interests in the Caribou, Cochrane Hill and Lac Arsenault gold
properties to SGC for 26,830,763 shares of the company.
BacTech, subject to shareholder and TSX Venture Exchange approvals, and
certain other customary conditions, will issue to SGC shareholders
including SMC, 2.6 shares of BacTech for each share of SGC held at a
deemed value of $0.18 per share, resulting in SGC shareholders
acquiring approximately 56% of the common shares of BacTech
(approximately 50.7% on a fully diluted basis). The signing of a
definitive agreement will be preceded by a 35 day due diligence period.
The transaction is expected to close within 120 days, and is subject to
customary conditions, including definitive documentation, receipt of
all requisite regulatory approvals, including the approval of the TSX
Venture Exchange and the Toronto Stock Exchange, and approval by the
shareholders of BacTech and SGC. BacTech has obtained voting support
agreements supporting the transaction from shareholders representing
more than 40% of the outstanding shares of BacTech. SMC has also agreed
to support the transaction as the controlling shareholder of SGC.
The resulting company, to be called Scorpio Gold Corporation, will
continue to pursue BacTech's strategy of acquiring refractory gold and
complex base metal projects for application of its proprietary
bioleaching technology. The resulting company will also have an
excellent portfolio of advanced stage development properties in Canada,
and access to SMC's expertise in Mexico for acquiring, developing, or
operating complementary projects in Mexico.
Commenting on the proposed transaction, Peter J. Hawley, Chairman and
CEO of Scorpio Gold Corporation and Scorpio Mining Corporation said,
"This is a win -- win situation for Scorpio shareholders. Not only do
the spun-off gold assets become publicly financeable thereby reducing
share dilution for SMC, the transaction also allows the SMC
shareholders to reap the value of the gold assets which were not
previously valued by the market. The transaction also allows us to open
another avenue to develop the gold focus of SGC and to pursue cost
effective, environmentally friendly exploitation of precious and base
metals. We certainly look forward to developing Scorpio Gold
Corporation into a solid metal player within these exciting times. SMC
will now focus on bringing its flagship Nuestra Senora silver-zinc
project into production."
Ross Orr, President and CEO of BacTech comments, "After an extensive
search for a new direction for BacTech, we are pleased to announce this
new initiative for the Company. We will still be able to pursue the
four refractory projects we are currently working on, and, at the same
time, develop near term production gold assets internally. Peter
Hawley, Chairman and CEO of SMC, has over 20 years of experience in
Mexico, and he will be instrumental in assisting us in identifying
projects, both refractory and conventional, for the new Company. In
addition, SMC has built a solid infrastructure in Mexico which will
provide us with access to resources that have only been available
through consultants in the past."
The proposed management of the resulting company is as follows:
Peter J. Hawley, Chairman and CEO
M. Ross Orr, President
Louis R. Nagy, Chief Financial Officer
Stephen Roebuck, Vice President, Development.
Dr. Paul Miller, Vice President Technology and Engineering
The proposed Board of Directors of the resulting company is as follows:
Peter J. Hawley, Chairman
M. Ross Orr
John C. Gingerich
D. Roger Scammell
Samuel W. Ingram
(plus 2 mutually agreed independents)
The new company will be based in Toronto at BacTech's current location
and will continue to be listed on the TSX Venture Exchange.
The Scorpio Gold Assets
Caribou Gold Mine: Located 80 km north of Halifax. Scorpio has the
right to earn a 100% interest in this past-producing high grade gold
mine, with excellent potential to expand and upgrade the current
National Instrument 43-101 (NI 43-101) inferred mineral resources of
350,305 tonnes grading 8.41 g/t gold, uncut (94,763 contained ounces of
gold). An aggressive exploration and development plan has begun that
includes surface
Diamond drilling, dewatering of the old mine shaft,
erection of a head frame, a hoist system, supporting surface
infrastructure, underground mapping and
Diamond drilling. Completion
of this program will require additional financing and various avenues
are being considered for this fundraising. A bulk sample decision will
be made based on the results of this program.
Cochrane Hill Deposit: 100% owned, located in Guysborough County, Nova
Scotia. Recently, this advanced property was optioned to Atlantic Gold
of Australia. The current NI 43-101 resource study estimates an
indicated mineral resource of 588,794 tons grading 0.191 oz/ton gold
(112,460 contained ounces of gold) and an inferred mineral resource
estimate of 29,422 tons grading 0.165 oz/ton gold. Atlantic Gold will
work to increase these resources through a planned $4.75M exploration
program and will make $100,000 in cash payments over a four year period
to earn a 60% interest in the project. Atlantic Gold's main focus will
be to look at the economic viability of an open pit mining operation.
Lac Arseneault Property: Located in the Gasp� region of eastern
Quebec, the property is a mid-stage exploration project in which
Scorpio has an option to earn a 100% interest. High-grade
gold-silver-zinc-lead mineralization is hosted in an extensive system
of quartz veins and breccia zones. Previous work includes mapping,
geophysics, trenching and
Diamond drilling.
SMC has had a presence in Mexico for over nine years and, as such, has
evaluated numerous properties which do not fit its mandate but could
potentially fit Scorpio Gold's plans. Initial reconnaissance by SMC has
identified five gold showings worthy of follow up by Scorpio Gold.
Mexico is host to many refractory deposits in both gold and base
metals, and an extensive search will begin to locate a suitable project
following the completion of this transaction.
The Qualified Person, as defined under National Instrument 43-101 is
President of Scorpio Mining Corporation, Mr. D. Roger Scammell, PGeo.
Mr. Scammell is responsible for the current exploration and development
programs and the preparation of all technical information provided in
this release and has reviewed and approved the contents of this news
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 Pe�oles de
C.V. of Mexico that was completed in 2001. BacTech's focus is the
acquisition of equity positions in projects amenable to bioleaching.
Recently, the company expanded its focus through the establishment of a
uranium joint venture with Quinto Mining Corporation in Quebec.
Further information on the Company and the Nuestra Se�ora project is
available on the Scorpio Mining web site at: www.scorpiomining.com.
ON BEHALF OF SCORPIO MINING CORPORATION
Peter J. Hawley
Chairman & CEO
For further information contact:
Glenn Little, Jackson Little Holdings Ltd: 604-930-4375; 1-888-930-4375
Email: jlconsulting@telus.net
Rich Kaiser, YES International: 1-800-631-8127; 001-757-306-6090
(outside North America)
Email: yes@yesinternational.com
This news release includes certain statements that may be deemed
"forward-looking statements". All statements in this news release,
other than statements of historical facts, that address future
exploration drilling, exploration activities and transactions, events
or developments that the Company expects, are forward looking
statements. Although SMC 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 success, continued availability of capital and
financing, and general economic, market or business conditions as well
as those other risk factors set out in SMC's annual information form
for the year ended December 31, 2006. The reader is cautioned not to
place undue reliance on forward looking statements.
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Copyright (c) 2007 SCORPIO MINING CORPORATION (SPM) All rights
reserved. For more information visit our website at
http://www.scorpiomining.com/ or send mailto:scorpio@scorpiomining.com
Message sent on Thu Sep 6, 2007 at 3:19:08 PM Pacific Time
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