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Message: Scorpio announces signing of Arrangement Agreement w/Platte River Gold Inc.

Scorpio announces signing of Arrangement Agreement w/Platte River Gold Inc.

posted on Jan 13, 2010 01:55PM

Scorpio Announces Signing of Arrangement Agreement with Platte River Gold Inc.

	    TSX:SPM

	    VANCOUVER, Jan. 13 /CNW/ - Scorpio Mining Corporation (TSX: SPM)
("Scorpio" or the "Company") announces that it has signed an arrangement
agreement (the "Arrangement Agreement") with Platte River Gold Inc. ("Platte
River") dated January 7, 2010 for the acquisition of Platte River and all its
assets, including the La Verde Project and its significant polymetallic
deposits located near the Company's Nuestra Senora mine in Mexico (the
"Acquisition"), which will be completed by way of a court-approved plan of
arrangement (the "Arrangement") under the Business Corporations Act (Yukon).
	    The purpose of the Arrangement is to effect the acquisition by the
Company of all of the issued and outstanding common shares of Platte River
(the "Platte River Shares") from the holders thereof (the "Platte River
Shareholders") in exchange for the issuance by the Company to the Platte River
Shareholders of common shares of the Company ("Company Shares"). If the
Acquisition is approved at the Company's special meeting (the "Company
Meeting") of shareholders to be held on February 5, 2010 and all other
conditions precedent under the Arrangement Agreement are satisfied or waived,
on the effective date of the Arrangement (the "Effective Date"), the following
transactions will be deemed to occur:

	    <<
	      -  each outstanding Platte River Share, other than Platte River Shares
	         held by Platte River Shareholders exercising dissent rights under
	         applicable corporate laws ("Dissenting Shareholders"), will be
	         deemed exchanged by the holder thereof for Company Shares based on a
	         share exchange ratio (the "Share Exchange Ratio") which will result
	         in Platte River Shareholders holding 40% of all outstanding Company
	         Shares upon the completion of the Arrangement (expected to be
	         approximately 3.53 Company Shares for each Platte River Share held);
	         and

	      -  each Platte River Share held by a Dissenting Shareholder will be
	         deemed to have been transferred to Platte River and cancelled, and
	         such Dissenting Shareholder will be entitled to be paid the fair
	         value of its Platte River Share.
	    >>

	    Following the completion of the Acquisition, outstanding Platte River
incentive stock options and share purchase warrants will become, by their own
terms, exercisable by the holders thereof to acquire Company Shares, with the
number of Company Shares to be acquired and the exercise price per Company
Share adjusted in accordance with the Share Exchange Ratio. Full particulars
of the Acquisition are contained in the Plan of Arrangement attached to the
Arrangement Agreement. A copy of the Arrangement Agreement has been filed on
SEDAR at www.sedar.com under the Company's profile.
	    Assuming there are no Dissenting Shareholders and no convertible
securities of the Platte River or the Company are exercised during the period
between January 7, 2010 and the Effective Date, on the completion of the
Acquisition, 74,832,046 Company Shares will be issued to Platte River
Shareholders pursuant to the Arrangement. As a result there would be
187,080,115 Company Shares outstanding on the Effective Date with Platte River
Shareholders holding 40% of the total number of issued and outstanding Company
Shares. It is anticipated that a further 9,960,398 Company Shares will become
issuable upon the exercise of outstanding Platte River convertible securities.
	    A special meeting of the Platte River Shareholders (the "Platte River
Meeting") will be held on or about February 23, 2010 in order to approve the
Arrangement. Certain shareholders of Platte River, holding an aggregate of
18,234,535 Platte River Shares, representing 86.06% of the outstanding Platte
River Shares, have entered into support agreements with the Company, pursuant
to which such Platte River Shareholders have agreed to take certain actions in
support of the Acquisition, including attending the Platte River Meeting in
person or by proxy and voting in favour of the Arrangement.
	    Pursuant to the Arrangement Agreement, the completion of the Arrangement
is subject to the fulfilment or waiver of several conditions precedent,
including, but not limited to the approval of the Acquisition by the Company's
shareholders at the Company Meeting, the approval of the Arrangement by the
Platte River Shareholders at the Platte Meeting, receipt of necessary court
approvals, the final approval of the TSX Venture Exchange, and Dissenting
Shareholders not exercising applicable dissent rights in respect of more than
5% of all Platte River Shares. Provided all condition precedents set out in
the Arrangement Agreement are fulfilled or waived, the Effective Date of the
Acquisition is expected to occur on or about February 25, 2010 or such earlier
or later date as the Company and Platte River may agree. Immediately following
the Effective Date, Platte River will become a wholly-owned subsidiary of the
Company.
	    The Company also announces that it has mailed its proxy materials
prepared in connection with the Company Meeting. The proxy materials have been
filed on SEDAR at www.sedar.com under the Company's profile.
	    Further information is available on the Company's web site at:
www.scorpiomining.com.

	    ON BEHALF OF SCORPIO MINING CORPORATION

	    <<
	    Peter J. Hawley
	    Chairman & CEO
	    >>

	    This news release includes certain statements that may be deemed
"forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian securities
legislation. Forward-looking statements include, but are not limited to,
statements with respect to completing and optimizing the Platte Rive
acquisition. Generally, these forward-looking statements can be identified by
the forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates", "projects",
"intends", "anticipates", or "does not anticipate", or "believes", or
"variations of such words and phrases or state that certain actions, events or
results "may", "can", "could", "would", "might", or "will" be taken", "occur"
or "be achieved". Forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Scorpio Mining Corporation
to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks related to the
exploration and development and operation of the mineral projects, risks
related to international operations, construction delays and cost overruns,
the actual results of current exploration, development and construction
activities, conclusions of economic evaluations, changes in project parameters
as plans continue to be refined, future prices of silver, zinc, copper, lead
and gold, as well as those factors discussed in the sections relating to risk
factors of our business filed in Scorpio Mining Corporation's required
securities filings on SEDAR, including its Annual Information Form dated March
27, 2009. Although Scorpio Mining Corporation has attempted to identify
important factors that could cause results to differ materially from those
contained in forward-looking statements, there may be other factors that cause
results to be materially different from those anticipated, described,
estimated, assessed or intended.
	    There can be no assurance that any forward-looking statements will prove
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. Scorpio Mining Corporation does
not undertake to update any forward-looking statements that are incorporated
by reference herein, except in accordance with applicable securities laws.






-30-
	    /For further information: Rich Kaiser, YES International: 1-800-631-8127,
001-757-306-6090 (outside North America), Email: yes@yesinternational.com/
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