BacTech Mining Corporation

BacTech Mining Corporation

September 06, 2007 16:00 ET

BacTech Signs Letter of Intent to Acquire Scorpio Gold Assets

TORONTO, ONTARIO--(Marketwire - Sept. 6, 2007) - BacTech Mining Corporation ("BacTech" or the "Company") (TSX VENTURE:BM) today announced that it has signed a Letter of Intent ("LOI") with a private company incorporated under the Canada Business Corporations Act ("CBCA"), Scorpio Gold Corporation ("SGC"), which is 93.5% owned by Toronto Stock Exchange listed Scorpio Mining Corporation ("SPM"), also incorporated under the CBCA, to acquire its gold assets in Nova Scotia and Quebec, in exchange for common shares of BacTech. The transaction will result in SPM becoming the controlling shareholder of BacTech. BacTech has been advised that SPM does not, to its knowledge, have any shareholders who are control persons within the meaning of Canadian securities laws.

BacTech, subject to shareholder and TSX Venture Exchange ("TSX-V") approvals, and certain other customary conditions, will issue to SGC shareholders 2.6 shares of BacTech for each share of SGC held at a deemed value of $0.18 per share, resulting in SGC shareholders acquiring approximately 56% of the common shares of BacTech (approximately 50.7% on a fully diluted basis). The signing of a definitive agreement will be preceded by a 35 day due diligence period. The transaction is expected to close within 120 days, and is subject to customary conditions, including definitive documentation, receipt of all requisite regulatory approvals, including the approval of the TSX-V and the Toronto Stock Exchange, and approval by the shareholders of BacTech. BacTech has obtained voting support agreements supporting the transaction from shareholders representing more than 40% of the outstanding shares of BacTech.

The resulting company, to be called Scorpio Gold Corporation, will continue to pursue BacTech's strategy of acquiring refractory gold and complex base metal projects for application of its proprietary bioleaching technology. The Company will also have an excellent portfolio of advanced stage development properties in Canada, and access to SPM's expertise in Mexico for acquiring, developing, or operating complementary projects in Mexico.

Commenting on the proposed transaction, Ross Orr, President and CEO of BacTech said, "After an extensive search for a new direction for BacTech, we are pleased to announce this new initiative for the Company. We will still be able to pursue the four refractory projects we are currently working on, and, at the same time, develop near term production gold assets internally. Peter Hawley, Chairman and CEO of SPM, has over 20 years of experience in Mexico, and he will be instrumental in assisting us in identifying projects, both refractory and conventional, for the new Company. In addition, SPM has built a solid infrastructure in Mexico which will provide us with access to resources that have only been available through consultants in the past."

Peter J. Hawley, Chairman and CEO of Scorpio Gold Corporation comments, "Not only does this transaction add value to the Scorpio gold assets, it also allows us to open another avenue to develop the gold focus of SGC and to pursue cost effective, environmentally friendly avenues towards the exploitation of precious and base metals. We certainly look forward to developing the Company into a solid metal player within these exciting times."

The proposed management of the resulting company is as follows:

Peter J. Hawley, Chairman and CEO
M. Ross Orr, President
Louis R. Nagy, Chief Financial Officer
Paul C. Miller, Vice President, Technology and Engineering
Stephen Roebuck, Vice President, Development

The proposed Board of Directors of the resulting company is as follows:

Peter J. Hawley, Chairman
M. Ross Orr
John C. Gingerich
D. Roger Scammell
Samuel W. Ingram
(plus 2 mutually agreed independents)

The new company will be based in Toronto at BacTech's current location, and will continue to be listed on the TSX-V.

The Scorpio Assets

Caribou Gold Mine: Located 80 km north of Halifax. SGC has the right to earn a 100% interest in this past-producing high grade gold mine, with potential to expand and upgrade the current National Instrument 43-101 ("NI 43-101") inferred mineral resources of 350,305 tonnes grading 8.41 grams of gold per tonne, uncut (94,763 contained ounces of gold). An aggressive exploration and development plan has begun that includes surface diamond drilling, dewatering of the old mine shaft, erection of a head frame, a hoist system, supporting surface infrastructure, underground mapping and diamond drilling. Completion of this program will require additional financing and various alternatives are being considered to raise these funds. A bulk sample decision will be made based on the results of this program.

Cochrane Hill Deposit: 100% owned, located in Guysborough County, Nova Scotia. Recently, this advanced property was optioned to Atlantic Gold of Australia. The current NI 43-101 resource study estimates an indicated mineral resource of 588,794 tons grading 0.191 ounces of gold per ton (112,460 contained ounces of gold) and an inferred mineral resource of 29,422 tons grading 0.165 ounces of gold per ton. Atlantic Gold will work to increase these resources through a planned $4.75 million exploration program and will make $100,000 in cash payments over a four year period to earn a 60% interest in the project. Atlantic Gold's main focus will be to look at the economic viability of an open pit mining operation.

Lac Arseneault Property: Located in the Gaspe region of eastern Quebec, the property is a mid-stage exploration project in which SGC has an option to earn a 100% interest. High-grade gold-silver-zinc-lead mineralization is hosted in an extensive system of quartz veins and breccia zones. Previous work includes mapping, geophysics, trenching and diamond drilling.

SPM has had a presence in Mexico for over nine years and, as such, has evaluated numerous properties which do not fit the mandate of the company but could potentially fit SGC's plans. Initial reconnaissance by SPM has identified five gold showings worthy of follow up by SGC. Mexico is host to many refractory deposits in both gold and base metals, and it is expected that an extensive search will begin to locate a suitable project following the completion of this transaction.

As this transaction has been deemed to be a reverse takeover under the policies of the TSX-V, the shares of BacTech will remain halted until the TSX-V has completed preliminary background searches on the officers and directors of the resulting company, and a preliminary assessment of the SGC gold assets.

The Qualified Person, as defined under NI 43-101, for SGC's projects, is the President of Scorpio Mining Corporation, D. Roger Scammell, P.Geo. Mr. Scammell is responsible for the current exploration and development programs and the preparation of all technical information provided in this press release and has reviewed and approved the contents of this press release.


Completion of the transaction is subject to a number of conditions, including TSX-V acceptance and disinterested 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 filing statement 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. The Company's focus is the acquisition of equity positions in projects amenable to bioleaching. Recently, the Company expanded its focus through the establishment of a uranium Joint Venture with Quinto Mining Corporation in Quebec.


Except for statements of historical fact relating to the Company, SGC and SPM, 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, 2006, and in the section entitled "General Development of the Business - Risk Factors" in SPM's annual information form for the year ended December 31, 2006 as they relate to the SGC gold assets. Circumstances or management's estimates or opinions could change. The reader is cautioned not to place undue reliance on forward-looking statements.

Shares outstanding 57,457,205

The TSX Venture Exchange has not reviewed and does not accept any responsibility for the adequacy or accuracy of this release

Contact Information