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Re: News Release - Monday, October 29, 2007
BacTech Signs Definitive Agreement for Scorpio Gold Merger
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Toronto, Canada, October 29, 2007: BacTech Mining Corporation
("BacTech" or the "Company") today announced that due diligence has
been completed for the proposed merger between BacTech and Scorpio Gold
Corporation ("Scorpio Gold"), a 93% owned subsidiary of Scorpio Mining
Corporation (TSX:SPM). As a result, pursuant to the letter of intent
signed between the parties as previously announced on September 6,
2007, the parties have entered into a definitive merger agreement
("Definitive Agreement") on October 26, 2007.
BacTech will call a meeting of shareholders to vote on the merger which
constitutes a change of control of BacTech, pursuant to the policies of
the TSX Venture Exchange ("TSX-V"), and will deliver an Information
Circular to shareholders, pursuant to which shareholders will be asked
to vote upon and approve the proposed merger transaction and related
matters. BacTech has secured expressions of support for the merger from
over 40% of its shareholders. Pursuant to the terms of the Definitive
Agreement, BacTech will issue 2.6 common shares for each common share
of Scorpio Gold outstanding. It is anticipated that, in connection with
the transaction, BacTech will change its name to Scorpio Gold
Corporation. The merger will result in Scorpio Mining Corporation
becoming the new controlling shareholder of the Company.
The combined 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.
The completion of the transaction remains subject to TSX-V and
shareholder approvals and other customary closing conditions.
CAUTIONARY STATEMENT REGARDING REVERSE TAKEOVER TRANSACTION
Completion of the transaction is subject to a number of conditions,
including TSX-V acceptance and shareholder approval. The transaction
cannot close until the required shareholder approval 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 to be prepared in connection with the transaction,
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-V 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.
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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 57,507,205
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
Message sent on Mon Oct 29, 2007 at 6:58:02 AM Pacific Time
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