Business
U.S. Silver & Gold Inc. and Scorpio Mining Corporation announce closing of business combination
TORONTO , Dec. 23, 2014 /CNW/ - Scorpio Mining Corporation ("Scorpio Mining") (TSX: ...
About this update from Americas Gold And Silver Corporation
[{"type":"text","content":"\n\nTORONTO, Dec. 23, 2014 /CNW/ - Scorpio Mining Corporation (\"Scorpio Mining\") (TSX: SPM)(OTCQX: SMNPF) and U.S. Silver & Gold Inc. (\"U.S. Silver & Gold\") (TSX: USA)(OTCQX: USGIF) are pleased to announce the completion of their previously announced merger of equals to combine their respective businesses by way of a plan of arrangement of U.S. Silver & Gold pursuant to section 182 of the Business Corporations Act (Ontario) (the \"Transaction\").  The Transaction was approved at special meetings of the shareholders of U.S. Silver & Gold and Scorpio Mining, respectively, on December 18, 2014.  Final court approval was obtained from the Ontario Superior Court of Justice on December 22, 2014.\n\nPursuant to the Transaction, (i) each outstanding common share of U.S. Silver & Gold was exchanged for 1.68 common shares of Scorpio Mining (the \"Exchange Ratio\"), (ii) the outstanding options of U.S. Silver & Gold were exchanged for options to purchase common shares of Scorpio Mining based on the Exchange Ratio and (iii) the outstanding restricted share units of U.S. Silver & Gold were adjusted based on the Exchange Ratio with future cash pay-outs to be based on the trading price of the common shares of Scorpio Mining.  As of the effective time of the Transaction, the outstanding warrants of U.S. Silver & Gold, in accordance with their terms, are exercisable for common shares of Scorpio Mining based on the Exchange Ratio.\n\nThe combined company will continue under the name of Scorpio Mining Corporation and continue to be listed on TSX under the symbol \"SPM\".  The common shares of Scorpio Mining also commenced trading on the OTCQX today under the symbol \"SMNPF\".  As a result of the Transaction, the common shares of U.S. Silver & Gold will be delisted from the TSX and withdrawn from the OTCQX.  U.S. Silver & Gold intends to apply to the relevant securities regulatory authorities so that it can cease to be a reporting issuer in the applicable jurisdictions.\n\nFor U.S. Silver & Gold shareholders who held their shares through a broker, the delivery of the share consideration under the Transaction will be processed through their broker.  For U.S. Silver & Gold shareholders who held their shares in registered form, the share consideration...