Scorpio Gold Announces Private Placement
TSX-V:SGN
News Release No. 11 February 16, 2010
Scorpio Gold Announces Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Vancouver, February 16, 2010 - Scorpio Gold Corporation (the “Company”) (TSX-V: SGN) is pleased to announce that it has engaged Thomas Weisel Partners Canada Inc. and Industrial Alliance Securities Inc., as co-lead agents to proceed with a brokered private placement offering of units (“Units”), on a "best efforts basis" (the "Offering"). The pricing and size of the Offering will be determined in the context of the market. Each Unit will consist of one common share of the Company plus one half of one common share purchase warrant.
Proceeds of the Offering will be used to fund capital requirements, development and property and royalty acquisition payments for the Mineral Ridge property and general corporate purposes.
The Offering is conditional on the closing of the Mineral Ridge acquisition and is scheduled to be completed on or about March 10, 2010, and is subject to certain conditions including, but not limited to, the 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 all the provinces of 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
For further information contact:
Jag Sandhu, JNS Capital Corp. Tel : (604) 306-1950 Email: [email protected]
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. 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. Any forwardlooking 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.