Americas Silver Corp fka USAPF

[eik]

Scorpio Mining and U.S. Silver & Gold Announce Business Combination to Create a Well-Funded Junior Silver Producer
TORONTO, Nov. 7, 2014 /CNW/ - Scorpio Mining Corporation ("Scorpio Mining") (TSX: SPM) and U.S. Silver & Gold Inc. ("U.S. Silver & Gold") (TSX: USA) are pleased to announce that they have entered into a definitive agreement (the "Agreement") to complete a merger of equals that will combine their respective businesses (the "Transaction") to create a leading junior silver producer in the Americas.

The combined company will continue under the name of Scorpio Mining Corporation and is positioned to have a strong operating platform with two established producing mines, a third mine in development, an advanced stage exploration project, and pro forma net working capital of approximately C$40 million (including approximately C$21 million in cash)[1]. In addition, the combined company will be led by a highly experienced management team and Board of Directors that will focus on efficiently executing a combined business plan, further reducing costs and optimizing operations given current market conditions and evaluating accretive growth opportunities.

Under the terms of the Transaction, which will be effected by a statutory plan of arrangement, shareholders of U.S. Silver & Gold will receive 1.68 common shares of Scorpio Mining for each share of U.S. Silver & Gold held. Shareholders of Scorpio Mining will not have to exchange their shares of Scorpio Mining in the transaction. Upon completion of the Transaction, the combined company will have approximately 335 million common shares outstanding, of which former shareholders of Scorpio Mining will own approximately 59% and former shareholders of U.S. Silver & Gold will own 41%. The Transaction values the combined company at C$65 million on a basic basis.

http://www.newswire.ca/en/story/1442425/scorpio-mining-and-u-s-silver-gold-announce-business-combination-to-create-a-well-funded-junior-silver-producer