Scorpio Gold Closes Acquisition Of Nevada Properties

 

VANCOUVER, BC - Scorpio Gold Corporation has completed the acquisition of two exploration-stage Nevada mineral properties, known as the Goldwedge and Pinon properties from Royal Standard Minerals Inc. The Company acquired the Properties pursuant to the terms of an asset purchase agreement, which was disclosed in the Company''s news release dated October 11, 2012.

In consideration for the Acquisition, the Company paid Royal Standard $1,250,000 in cash, less certain holdback amounts, issued Royal Standard 3,000,000 common shares (the "Consideration Shares") and assumed approximately US$16,500,000 of debt (the "Royal Standard Debt") owing by Royal Standard to Waterton Global Value, L.P.

Scorpio assumed the Royal Standard Debt pursuant to the terms of a credit facility agreement (the "Credit Agreement") with Waterton, which provides that Scorpio Gold will be indebted to Waterton (the "Scorpio Debt") in the principal amount of US$16,000,000, but that the principal amount of the Scorpio Debt will increase to $16,250,000 if not repaid within one year, and increase to $16,500,000 if not repaid within two years. Under the terms of the Credit Agreement, the Scorpio Debt with accrue interest at a rate of 8% per annum, be repaid in monthly instalments over a 36 month period, be secured against all of the Company''s assets, and may be repaid by the Company at any time without penalty. The Credit Agreement also provides that the Company will be required to use 50% of any net revenues from the Goldwedge property and 100% of any net toll-milling revenues from the mill located on the Goldwedge property to pre-pay the Scorpio Debt.