BacTech Mining Corporation

BacTech Mining Corporation

December 03, 2007 16:06 ET

BacTech Mails Scorpio Gold Merger Information Circular

TORONTO, ONTARIO--(Marketwire - Dec. 3, 2007) - BacTech Mining Corporation ("BacTech" or the "Company") (TSX VENTURE:BM) 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 Gaspe, 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

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.


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 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.

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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