Dec 23, 2014
U.S. Silver & Gold Inc. and Scorpio Mining Corporation Announce Closing of Business Combination
Toronto, Ontario, December 23, 2014 - Scorpio Mining Corporation ("Scorpio Mining") (TSX: SPM)(OTCQX: SMNPF) and U.S. Silver & Gold Inc. ("U.S. Silver & Gold") (TSX: USA)(OTCQX: USGIF) are pleased to announce the completion of their previously announced merger of equals to combine their respective businesses by way of a plan of arrangement of U.S. Silver & Gold pursuant to section 182 of the Business Corporations Act (Ontario) (the "Transaction"). The Transaction was approved at special meetings of the shareholders of U.S. Silver & Gold and Scorpio Mining, respectively, on December 18, 2014. Final court approval was obtained from the Ontario Superior Court of Justice on December 22, 2014.
Pursuant to the Transaction, (i) each outstanding common share of U.S. Silver & Gold was exchanged for 1.68 common shares of Scorpio Mining (the "Exchange Ratio"), (ii) the outstanding options of U.S. Silver & Gold were exchanged for options to purchase common shares of Scorpio Mining based on the Exchange Ratio and (iii) the outstanding restricted share units of U.S. Silver & Gold were adjusted based on the Exchange Ratio with future cash pay-outs to be based on the trading price of the common shares of Scorpio Mining. As of the effective time of the Transaction, the outstanding warrants of U.S. Silver & Gold, in accordance with their terms, are exercisable for common shares of Scorpio Mining based on the Exchange Ratio.
The combined company will continue under the name of Scorpio Mining Corporation and continue to be listed on TSX under the symbol "SPM". The common shares of Scorpio Mining also commenced trading on the OTCQX today under the symbol "SMNPF". As a result of the Transaction, the common shares of U.S. Silver & Gold will be delisted from the TSX and withdrawn from the OTCQX. U.S. Silver & Gold intends to apply to the relevant securities regulatory authorities so that it can cease to be a reporting issuer in the applicable jurisdictions.
For U.S. Silver & Gold shareholders who held their shares through a broker, the delivery of the share consideration under the Transaction will be processed through their broker. For U.S. Silver & Gold shareholders who held their shares in registered form, the share consideration will be processed after they deposit their share certificates with Equity Financial Trust Company ("Equity"), the depositary for U.S. Silver & Gold, in accordance with the instructions in the Letter of Transmittal previously sent. Any questions regarding delivery of the share consideration in connection with the Transaction should be directed to Equity, via telephone at 1-866-393-4891 x205 (toll free in North America) or 416-361-0930 x205 or via email at [email protected] Shareholders of Scorpio Mining do not need to exchange their shares in connection with the Transaction.
About Scorpio Mining Corporation
Scorpio Mining Corporation is a Canadian-based silver producer with significant base metal by-product credits. The 100% owned Nuestra Señora Mine in the Cosalá District of Sinaloa State, Mexico, has flexible mining methods and diversified metal production. It has a fully mechanized underground operation and a processing facility permitted for expansion to 4,000 tonnes per day. The plant produces zinc, copper and lead concentrates - two of which contain a significant silver component that contributes ~50% of the revenue from metal payable. Scorpio Mining's opportunity for growth lies within the Cosalá District, where Scorpio controls approximately 24,000 hectares covering multiple exploration targets, advanced deposits and historically producing mines. Scorpio Mining continues to focus on internal growth through development of its deposits and aggressive exploration programs.
About U.S. Silver & Gold Inc.
U.S. Silver & Gold Inc. is a silver and gold mining company focused on profitable production from its existing asset base and execution of targeted accretive acquisitions. It owns and operates the Galena Mine Complex in the heart of the Silver Valley/Coeur d'Alene Mining District, Shoshone County, Idaho, which produces high-grade silver and is the second most prolific silver mine in U.S. history, delivering over 250 million ounces to date. U.S. Silver & Gold also owns the Drumlummon Mine Complex in Lewis and Clark County, Montana.
Cautionary Statement on Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, expectations, intentions, plans, assumptions and beliefs with respect to, among other things, the Transaction, the combined company following completion of the Transaction and its operations, and the assumption for the reduction of total resources at El Cajón utilized by U.S. Silver & Gold for purposes of evaluating the Transaction. Often, but not always, forward-looking information can be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "may", "assume" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions, or statements about future events or performance. Forward-looking information is based on the opinions and estimates of the applicable company as of the date such information is provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the applicable company to be materially different from those expressed or implied by such forward looking information. This includes the ability to develop and operate the properties of the combined company, risks associated with the mining industry such as economic factors (including future commodity prices, currency fluctuations and energy prices), failure of plant, equipment, processes and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration activities, possible variations in ore grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, social and political developments and other risks of the mining industry. Although each of Scorpio Mining and U.S. Silver & Gold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on such information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific those contribute to the possibility that the predictions, forecasts, and projections of various future events will not occur. Each of Scorpio Mining and U.S. Silver & Gold undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law. Readers are also cautioned that the assumption for the reduction in total resources at El Cajón utilized by U.S. Silver & Gold for purposes of evaluating the Transaction is an assumption of U.S. Silver & Gold only, and is not a statement of, or otherwise endorsed by, Scorpio Mining, and the actual reduction in total resources at El Cajón may differ materially from the assumption of U.S. Silver & Gold, including because the concession boundaries underlying the El Cajón deposit have not yet been confirmed by the Dirección General de Regulación Minera and the technical work to determine resources based on such confirmed boundaries has not yet been conducted. Scorpio Mining intends to prepare an updated mineral resource estimate for its El Cajón deposit and a revised technical report, prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects, following the Dirección General de Regulación Minera's final confirmation of the concession boundaries underlying the El Cajón deposit.
For further information, please contact:
For Scorpio Mining:
President and CEO