BacTech Mining Corporation

BacTech Mining Corporation

February 18, 2010 08:01 ET

BacTech Announces Financing

TORONTO, CANADA--(Marketwire - Feb. 18, 2010) - BacTech Mining Corporation ("BacTech" or the "Company") (TSX VENTURE:BM) today announced that it proposes to complete a financing transaction to raise $750,000. BacTech has received strong expressions of interest from investors for the full amount of the financing.

The financing is being carried out in anticipation of the corporate reorganization of BacTech described in the press release dated January 12, 2010 (the "Reorganization"). Pursuant to the Reorganization, BacTech will transfer to its wholly-owned subsidiary, BacTech Gold Corporation ("BGC") all of BacTech's interests in mineral exploration properties, together with the rights to BacTech's proprietary bioleaching processes as they apply to primary mineral processing. BacTech will then distribute to its shareholders common shares of BGC ("BGC Shares"), on the basis of one BGC Share for each three BacTech shares. Based on the number of common shares of BacTech currently outstanding, approximately 30 million BGC Shares would be distributed. The Reorganization is subject to approval by the shareholders of BacTech and the TSX Venture Exchange, and there is no assurance that the Reorganization will be completed.

Pursuant to the financing transaction, BacTech will issue 750 Subscription Receipts at a price of $1,000 each, to raise gross proceeds of $750,000. Upon completion of the Reorganization, the Subscription Receipts will be automatically exchanged for that number of BGC Shares which will represent 22.5% of the outstanding BGC Shares immediately after the transaction (which number is expected to be approximately 8.7 million BGC Shares), together with 7.5 million warrants of BGC (the "BGC Warrants"). Each BGC Warrant will be exercisable for one BGC Share at a price of $0.10 per share for 18 months. BacTech will also pay to the holders of the Subscription Receipts interest at the rate of 10% per annum for the period from the date of closing of the Subscription Receipt financing to the effective date of the Reorganization. In the event the Reorganization is not completed within six months, BacTech will be obligated to repay the subscription price for the Subscription Receipts, together with interest at the rate of 10% per annum, and issue to the holders an aggregate of 6,000,000 BacTech warrants exercisable at $0.10 per share for 18 months.

In connection with the Subscription Receipt financing, and subject to approval by the Exchange, a finder's fee of 5% cash may be paid to certain arm's length parties. Insiders of BacTech may subscribe for up to $100,000 of the financing.

Proceeds will be used to fund ongoing test work that BacTech has underway on various projects such as the Lichkvaz-Tey gold deposit in Armenia and a project under evaluation in Guatemala, together with the costs associated with the Reorganization.


BacTech owns patented bacterial oxidation technology for the treatment of refractory ores and concentrates to enhance the recovery of gold, silver and base metals. The Company's focus is the acquisition of equity positions in projects amenable to bioleaching. In January the Company announced its intention to effect a divisive reorganization whereby BacTech will transfer all of its interests in mining projects and the rights to its bioleaching technology to a wholly-owned subsidiary. The common shares of the subsidiary will be distributed to the shareholders of BacTech upon completion of the reorganization. BacTech will hold an exclusive and perpetual right to use the bioleaching technology for projects related to environmental remediation of mine tailings.


Except for statements of historical fact relating to the Company, certain information contained herein constitutes "forward-looking statements". Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. 

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors described in the section entitled "Risks" in the Company's Management Discussion and Analysis for the Year Ended December 31, 2008. Circumstances or management's estimates or opinions could change. The reader is cautioned not to place undue reliance on forward-looking statements.

Shares outstanding 89,264,706

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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