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Re: News Release - Friday, February 08, 2008
BacTech Receives TSX Venture Conditional Approval for Merger with
Scorpio Gold Corporation
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Toronto, Canada, February 8, 2008: BacTech Mining Corporation
("BacTech" or the "Company") is pleased to announce that it has
received the conditional approval of the TSX Venture Exchange for the
merger (the "Merger") of the Company with Scorpio Gold Corporation
("Scorpio Gold"), a 93%-owned subsidiary of Scorpio Mining Corporation
("Scorpio Mining") (TSX: SPM).
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.
Approval for the Merger, in addition to approval for BacTech's name
change and the change in size and composition of BacTech's board of
directors in connection with the Merger, as set forth in the Company's
management information circular dated November 12, 2007, was approved
by shareholders on December 28, 2007 (see previous press release dated
December 28, 2007).
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 (and
taking into account the completion of the private placement as
described below), hold approximately 44% of the issued and outstanding
common shares of BacTech.
Closing of the Merger is anticipated to be on or prior to February 28,
2008 and remains subject to the completion of a brokered private
placement financing by Scorpio Gold of up to 10,000,000 subscription
receipts (the "Subscription Receipts") for aggregate gross proceeds of
up to $4,000,0000, which will be placed into escrow pending the
completion of the Merger. Immediately prior to the closing of the
Merger, each Subscription Receipt will be automatically exercised into
one unit (a "Unit") of Scorpio Gold, with each Unit being comprised of
one common share of Scorpio Gold and one-half of one common share
purchase warrant of Scorpio Gold. On closing of the Merger, the
Scorpio Gold common shares and common share purchase warrants will be
exchanged for BacTech common shares and BacTech warrants based on the
2.6:1 exchange ratio and the escrowed proceeds will be released to
BacTech.
The Company also wishes to announce that it has repaid, in full, a
$250,000 bridge loan arranged in October 2007 with Gould Leasing Ltd.
The Company satisfied the obligation through the sale of a portion of
the shares it holds in Sino Gold Mining Ltd.
CAUTIONARY STATEMENT REGARDING REVERSE TAKEOVER TRANSACTION
Completion of the transaction is subject to a number of conditions,
including final TSX Venture Exchange acceptance. The transaction
cannot close until the required acceptance of the TSX Venture Exchange
is obtained.
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) 2008 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 Fri Feb 8, 2008 at 6:47:04 AM Pacific Time
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