NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Vancouver, February 24, 2010 - Scorpio Gold Corporation (the "Company") (TSX-V: SGN) is pleased to announce the terms of its brokered private placement offering of units announced on February 16, 2010, co-led by Thomas Weisel Partners Canada Inc. and Industrial Alliance Securities Inc., and including Mackie Research Capital Corporation (collectively, the "Agents"). The offering will be a "best efforts" brokered private placement offering of up to C$10 million of units ("Units"), at a price of C$0.45 per Unit (the "Offering"). Each Unit will consist of one common share of the Company ("Common Share") plus one-half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to acquire one Common Share of the Company at a price of C$0.60 for a period of 18 months following the closing of the Offering. The Company has also granted the Agents an option to offer for sale additional Units at the Offering price, exercisable by the Agents up to two days prior to the closing of the Offering for additional gross proceeds of up to C$1.5 million.
Proceeds of the Offering will be used to fund capital and development costs and property and royalty acquisition payments for the Mineral Ridge property and for general corporate purposes.
The Offering is scheduled to close on or about March 10, 2010 and is conditional on, among other things, the concurrent closing of the Mineral Ridge property and Mary Mining royalty acquisitions by the Company and receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued under the Offering will be offered in Canada by way of private placement exemptions, and offshore, including in the United Kingdom, pursuant to applicable exemptions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").
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.