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U.S. Silver & Gold Inc. and Scorpio Mining

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Dough Theory   Tuesday, 12/23/14 07:02:19 PM
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U.S. Silver & Gold Inc. and Scorpio Mining Corporation announce closing of business combination

CNW Group
U.S. Silver & Gold Inc.
1 hour ago


TORONTO , Dec. 23, 2014 /CNW/ - Scorpio Mining Corporation ("Scorpio Mining") (SPM.TO)(SMNPF) and U.S. Silver & Gold Inc. ("U.S. Silver & Gold") (USA.TO)(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 As a result of the Transaction, the common shares of U.S. Silver & Gold will be delisted from the TSX and withdrawn from the OTCQX.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 TMXEInvestorServices@tmx.com. 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 .


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