TORONTO, Dec. 11, 2014 /CNW/ - Scorpio Mining
Corporation ("Scorpio Mining") (TSX: SPM) and U.S. Silver &
Gold Inc. ("U.S. Silver & Gold") (TSX: USA)(OTCQX: USGIF) are pleased to announce
that both Institutional Shareholder Services Inc. ("ISS") and Glass
Lewis & Co. ("Glass Lewis"), two leading independent proxy
advisory firms, have recommended that shareholders of Scorpio
Mining and shareholders of U.S. Silver & Gold support the
proposed plan of arrangement (the "Arrangement") between the two
companies at their special meetings scheduled for December 18, 2014.
While endorsing the Arrangement, ISS noted that: "[…] the
arrangement makes strategic sense as the combined entity will
benefit from a diversified production base, an improved cash cost
profile, a proven management team, a solid financial position, a
robust reserve and resource base, an enhanced market presence, and
a compelling value proposition".
All Scorpio Mining and U.S. Silver & Gold shareholders are
encouraged to read their respective information circulars with
respect to the Arrangement, which were mailed to Scorpio Mining and
U.S. Silver & Gold shareholders of record as of November 18, 2014 and are available on SEDAR at
www.sedar.com. The information circulars provided by both Scorpio
Mining and U.S. Silver & Gold contain a detailed description of
the Arrangement and a description of Scorpio Mining after giving
effect to the Arrangement. The Boards of Directors of both
Scorpio Mining and U.S. Silver & Gold have each unanimously
recommended that their shareholders vote in favour of the
resolutions with respect to the Arrangement.
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Scorpio Mining
shareholders are reminded to vote before the proxy cut-off of 10:00
a.m. (Toronto time) on December 16, 2014.
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U.S. Silver &
Gold shareholders are reminded to vote before the proxy
cut-off of 9:00 a.m. (Toronto time) on December 16,
2014.
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Shorecrest Group Ltd. ("Shorecrest") has been retained by
Scorpio Mining and U.S. Silver & Gold as proxy solicitor in
connection with the Arrangement. Shareholders with questions can
contact Shorecrest at 1-888-637-5789, collect call outside
North America at 1-647-931-7454 or
email at info@shorecrestgroup.com.
ISS is the world's leading provider of corporate governance
solutions to the global financial community. More than 1,700
institutional clients rely on the expertise of ISS to help them
make more informed investment decisions on behalf of their
shareholders.
Glass Lewis is a leading independent governance analysis and
proxy voting firm, serving more than 900 institutional investors
globally. Glass Lewis' research focuses on the long-term
financial impact of investment and proxy vote decisions and assists
institutional investors in making sound decisions by uncovering and
assessing governance, business, legal, political and accounting
risks.
*Permission to quote from ISS and Glass Lewis'
report was neither sought nor obtained.
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's opportunity for growth lies within the Cosalá
District, where Scorpio controls over 26,000 hectares covering
multiple exploration targets, advanced deposits and historically
producing mines. Outside of Cosalá, Scorpio holds two high-grade
silver properties in the Parral District of Chihuahua and Durango
States. The Company 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 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.
Cautionary Statement on Forward-Looking
Information
This news release contains "forward-looking
information" within the meaning of applicable securities laws.
Forward-looking information includes, but is not limited to,
expectations, intentions, plans, assumptions and beliefs with
respect to, among other things, the Transaction, the combined
company following completion of the Transaction and its operations,
and the assumption for the reduction of total resources at El Cajón
utilized by U.S. Silver & Gold for purposes of evaluating the
Transaction. Often, but not always, forward-looking information can
be identified by forward-looking words such as "anticipate",
"believe", "expect", "goal", "plan", "intend", "estimate", "may",
"assume" and "will" or similar words suggesting future outcomes, or
other expectations, beliefs, plans, objectives, assumptions,
intentions, or statements about future events or performance.
Forward-looking information is based on the opinions and estimates
of the applicable company as of the date such information is
provided and is subject to known and unknown risks, uncertainties,
and other factors that may cause the actual results, level of
activity, performance, or achievements of the applicable company to
be materially different from those expressed or implied by such
forward looking information. This includes the ability to develop
and operate the properties of the combined company, risks
associated with the mining industry such as economic factors
(including future commodity prices, currency fluctuations and
energy prices), failure of plant, equipment, processes and
transportation services to operate as anticipated, environmental
risks, government regulation, actual results of current exploration
activities, possible variations in ore grade or recovery rates,
permitting timelines, capital expenditures, reclamation activities,
social and political developments and other risks of the mining
industry. Although each of Scorpio Mining and U.S. Silver &
Gold has attempted to identify important factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated, or intended. Readers
are cautioned not to place undue reliance on such information. By
its nature, forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and
specific those contribute to the possibility that the predictions,
forecasts, and projections of various future events will not occur.
Each of Scorpio Mining and U.S. Silver & Gold undertakes no
obligation to update publicly or otherwise revise any
forward-looking information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law. Readers are also cautioned that
the assumption for the reduction in total resources at El Cajón
utilized by U.S. Silver & Gold for purposes of evaluating the
Transaction is an assumption of U.S. Silver & Gold only, and is
not a statement of, or otherwise endorsed by, Scorpio Mining, and
the actual reduction in total resources at El Cajón may differ
materially from the assumption of U.S. Silver & Gold, including
because the concession boundaries underlying the El Cajón deposit
have not yet been confirmed by the Dirección General de Regulación
Minera and the technical work to determine resources based on such
confirmed boundaries has not yet been conducted. Scorpio
Mining intends to prepare an updated mineral resource estimate for
its El Cajón deposit and a revised technical report, prepared in
accordance with National Instrument 43-101 - Standards of
Disclosure for Mineral Projects, following the Dirección
General de Regulación Minera's final confirmation of the concession
boundaries underlying the El Cajón deposit.
SOURCE U.S. Silver & Gold Inc.