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Thursday, October 11, 2012 10:26:17 AM
Vancouver, October 11, 2012 - Scorpio Gold Corporation ("Scorpio Gold" or the "Company") (TSX-V: SGN) announces that it signed a definitive asset purchase and sale agreement (the "Asset Purchase Agreement") with Royal Standard Minerals Inc. ("Royal Standard") yesterday to acquire (the "Acquisition") two mineral properties located in Nevada known as the Goldwedge and Pinon properties. The Asset Purchase Agreement replaces a non-binding letter of intent entered into by the Company and Royal Standard dated August 28, 2012, as amended, previously announced in the Company's news release dated August 29, 2012.
At the closing of the Acquisition, the Company will make a $1.25 million cash payment to Royal Standard (the "Cash Payment"), issue 3 million common shares in the capital of the Company to Royal Standard and assume approximately $16,000,000 of debt owing by Royal Standard to Waterton Global Value, L.P. ("Waterton").
Scorpio Gold is acquiring the properties through a sale process organized by a strategic committee of the Board of Directors of Royal Standard and Royal Standard's independent financial advisors. Scorpio Gold is pleased to have been the successful purchaser in this process and would like to thank the Board of Directors of Royal Standard for their professionalism, hard work and their commitment to completing this deal.
The Company has advanced a secured refundable deposit to Royal Standard in the aggregate amount of $350,000 in connection with the Acquisition and will continue to advance Royal Standard further refundable deposits of $100,000 per month until closing (collectively, with the existing $350,000 deposit, the "Cash Advances"). The Cash Advances will be credited against the Cash Payment on closing.
Pursuant to the Asset Purchase Agreement, closing of the Acquisition is subject to the fulfilment or waiver of a number of conditions precedent, including, but not limited to, Waterton consenting to the Acquisition and the assumption of debt on terms acceptable to Scorpio Gold, the approval of Royal Standard's shareholders and all required regulatory approvals, including the approval of the TSX Venture Exchange.
http://www.scorpiogold.com/s/news.asp?ReportID=552006
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