NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Vancouver, March 10, 2010 - Scorpio Gold Corporation (the "Company") (TSX-V: SGN) is pleased to announce that it has closed its previously announced private placement, with a syndicate co-led by Thomas Weisel Partners Canada Inc. and Industrial Alliance Securities Inc., and including Mackie Research Capital Corporation (collectively, the "Agents"). The Company issued a total of 27,775,444 units (the "Units") at a price of C$0.45 per unit, for aggregate gross proceeds of C$12.5 million. Each Unit consists of one common share of the Company ("Common Share") plus one-half of one common share purchase warrant ("Warrant"). Each whole Warrant entitles the holder thereof to acquire one Common Share of the Company at a price of C$0.60 until September 10, 2011.
In connection with the closing of the offering, the Agents received a cash commission equal to 7% of the aggregate gross proceeds of the offering and have been granted broker warrants equal to 4% of the number of Units issued under the offering. Each broker warrant entitles the holder to acquire one Common Share of the Company at a price of C$0.45 until September 10, 2011.
All of the securities issued under the offering will be subject to restrictions on resale for four months.
Proceeds of the offering were used to fund the acquisition of the Company's 70% interest in the Mineral Ridge property from Golden Phoenix Minerals, Inc. ("Golden Phoenix") and the acquisition of the existing 8% per cent net smelter royalty on the Mineral Ridge property from Mary Mining Company Inc. ("Mary Mining"). The net proceeds will also be used for capital and development costs at Mineral Ridge and for general corporate purposes.
Concurrent with the completion of the offering, the Company completed the acquisition of a 70% joint venture interest in the Mineral Ridge property and related assets. The Company's interest in the Mineral Ridge property will be held by its indirect wholly owned US subsidiary, Scorpio Gold (US) Corporation, and pursuant to the agreement with Golden Phoenix, the parties have created a joint venture entity to own, explore, develop and exploit the Mineral Ridge property under the name Mineral Ridge Gold LLC whose ownership will initially be 70% Scorpio Gold US and 30% Golden Phoenix. Golden Phoenix also contributed its 30% interest in Mineral Ridge and approximately US$3.0 million of reclamation and environmental bonding on the property. The Company paid to Golden Phoenix US$3.75 million in cash, net of advances made to date, and an aggregate of 7,824,750 common shares in the capital of the Company.
The Company has agreed to solely fund all costs of bringing the Mineral Ridge property into commercial production and provided it does so within 30 months the Company will have the right to increase its joint venture interest by 10% to 80%.
The Company also has the option to purchase Golden Phoenix's remaining 20% interest (assuming Scorpio's interest is increased by 10% as contemplated above) for 24 months following the commencement of commercial production. If the option is exercised, the purchase price of the 20% interest will be based on the Net Asset Value of the project, (at a 10 percent discount rate), to be determined at that time by an independent valuation firm.
Concurrent with the closing of the offering, the Company also acquired the existing 8% net smelter royalty on the Mineral Ridge property from Mary Mining for US$3.0 million.
About the Project
The Mineral Ridge project, a former producer, is located about 30 miles west of Tonopah, Nevada and has historically produced almost 575,000 ounces of gold, including ~170,000 ounces from open pit and ~405,000 ounces from underground mining operations. The property is currently bonded and has been permitted for heap leach gold processing and production, and was in production as recently as 2005. The mine project hosts multiple gold bearing structures, veins and bodies. It features a well-developed infrastructure consisting of roadways, power grid, heap leach pad, crushing circuit, ADR plant, water supply, maintenance shop, refuelling and storage facilities and administrative buildings.
Mineral Ridge has had a clean operating history and no environmental, permitting, legal, taxation, marketing or political factors are known that may impact the mineral resource estimates currently being prepared. The dry climate and non-acid generating character of the rock should offer favourable conditions for mining and reclamation operations.
CEO, Mr. Peter J. Hawley, PGeo, is the Company's Qualified Person for the various Company projects. Mr. Hawley is responsible for the current exploration and development programs and has reviewed the content of this release.
The securities offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, sale or solicitation would be unlawful.
For additional information please see the Company's website at www.scorpiogold.com
ON BEHALF OF THE BOARD
SCORPIO GOLD CORPORATION
Peter J. Hawley,
Chief Executive Officer and Director
Neither 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.
The Company relies on litigation protection for "forward-looking" statements. This news release contains forward-looking statements that are based on the Company's current expectations and estimates, including statements as to future sales. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's plans with respect to the exploration and development of its projects. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements, including those risk factors outlined in the Company's Management Discussion and Analysis for the year ended December 31, 2010 as filed on Sedar. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.