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Bactech Mails Scorpio Gold Merger Information Circular
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Toronto, Canada, December 3, 2007: BacTech Mining Corporation
("BacTech" or the "Company") is pleased to announce that it has mailed
to shareholders a Management Information Circular in respect of the
proposed merger (the "Merger") of the Company with Scorpio Gold
Corporation ("Scorpio Gold"), a 93%-owned subsidiary of Scorpio Mining
Corporation ("Scorpio Mining") (TSX: SPM).
In connection with the Merger, the parties entered into a definitive
merger agreement (the "Definitive Agreement") as previously announced
on October 29, 2007, pursuant to which Scorpio Gold will amalgamate
with a wholly-owned subsidiary of BacTech. The resulting merged
company will hold interests in 2 past-producing gold mines in Nova
Scotia, a polymetallic exploration project in the Gasp�, Quebec, as
well as access to numerous projects under evaluation by BacTech.
Under the proposed Merger, and pursuant to the terms of the Definitive
Agreement, 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, and assuming
completion of the Scorpio Gold equity financing (as described below),
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.
BacTech 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 beginning 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
majority of votes cast by BacTech's shareholders at the shareholders'
meeting and the approval of the TSX Venture Exchange. The BacTech
shareholders' meeting will be held on December 28, 2007 in Toronto,
Ontario, and the Merger is expected to close on or before January 30,
2008. Further details of the transaction can be found in the
Management Information Circular of BacTech, as filed on SEDAR at
www.sedar.com.
Shareholders are cordially invited to attend the BacTech shareholders'
meeting on December 28, 2007 which will be held at the offices of
Cassels Brock & Blackwell LLP in Toronto, Ontario at 10:00 a.m. EST.
Shareholders are encouraged to complete and return the proxy or voting
instruction form included with the Management Information Circular as
soon as possible in order to cast their vote on the proposed
transaction. The proxy or voting instruction form has instructions on
how to complete and return the proxy or voting instruction form, as
applicable, along with the deadlines for submission. If you have any
questions on how to complete and return the proxy or voting information
form, please contact the person who services your account.
The Board of Directors of BacTech has determined that the Merger is
fair and in the best interests of BacTech shareholders and recommends
that BacTech shareholders vote in favour of the Merger.
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 and shareholder approval.
The transaction cannot close until the required shareholder approval
and approval from the TSX Venture Exchange are 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 Pe�oles 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.
For further information contact:
Ross Orr, President & CEO, 416-813-0303 ext 222
Investor Relations:
Pierre Anglos 1-800-436-2027 Email: capitalgainsco@shaw.ca
Shares outstanding 57,607,206
The TSX Venture Exchange has not reviewed and does not accept any
responsibility for the adequacy or accuracy of this release
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Copyright (c) 2007 BACTECH MINING CORPORATION (BM) All rights
reserved. For more information visit our website at
http://www.bactech.com/ or send mailto:info@bactech.com
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