BacTech Mining Corporation

BacTech Mining Corporation

October 29, 2007 08:30 ET

BacTech Signs Definitive Agreement for Scorpio Gold Merger

TORONTO, ONTARIO--(Marketwire - Oct. 29, 2007) - BacTech Mining Corporation ("BacTech" or the "Company") (TSX VENTURE:BM) 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 Gaspe, 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.


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 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 Penoles 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.

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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