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TORONTO, Nov. 30 /CNW/ - Sprott Resource Corp. (TSX: SCP) - Sprott Resource Corp. ("SRC") announced today that its subsidiary Orion Oil & Gas Ltd. ("Orion") has entered into an amalgamation agreement (the "Amalgamation Agreement") with Wintraysan Capital Corp. ("Wintraysan") and 1498513 Alberta Ltd. (the recently incorporated wholly-owned subsidiary of Wintraysan) ("AcquireCo") relating to the acquisition by Wintraysan of all of the issued and outstanding securities of Orion by way of the amalgamation of Orion and AcquireCo (the "Amalgamation") in accordance with the Business Corporations Act (Alberta). An arrangement agreement dated October 30, 2009, which was previously entered into by Wintraysan, AcquireCo and Orion (see press release issued by SRC on November 2, 2009) was terminated in conjunction with the entering into of the Amalgamation Agreement.
Pursuant to the Amalgamation Agreement, Wintraysan will acquire all of the currently issued and outstanding common shares in the capital of Orion (the "Orion Shares") via the issuance of common shares in the capital of Wintraysan (the "Wintraysan Shares"), which will be issued on the basis of two (2) Wintraysan Shares for every one (1) Orion Share. Prior to the Amalgamation, each Wintraysan Share will be consolidated on the basis of one (1) post-consolidation Wintraysan Share ("Post-Consolidation Wintraysan Share") for every two (2) old Wintraysan Shares resulting in each holder of Orion Shares receiving one Post-Consolidation Wintraysan Share for each Orion Share held pursuant to the Amalgamation.
Upon completion of the Amalgamation, it is anticipated that the holders of Orion Shares will hold approximately 289 million Post-Consolidation Wintraysan Shares, representing over 99% of the outstanding Post-Consolidation Wintraysan Shares and holders of Wintraysan Shares will hold approximately 1,160,000 Post-Consolidation Wintraysan Shares, representing less than 1% of the outstanding Post-Consolidation Wintraysan Shares.
SRC currently owns approximately 79.3% of Orion's outstanding common shares. Following the Amalgamation, SRC will own approximately 79% of the Post-Consolidation Wintraysan Shares outstanding.
Proposed Qualifying Transaction
Wintraysan is a "capital pool company" as defined under the policies of the TSX Venture Exchange (the "Exchange") and intends for the Amalgamation and associated transactions (collectively, the "Proposed Qualifying Transaction") to constitute the "Qualifying Transaction" of Wintraysan (as such term is defined in the policies of the Exchange). The Proposed Qualifying Transaction will be an arm's length transaction as the directors and officers of Wintraysan currently have no interest in Orion.
Description of Significant Conditions to Closing
Completion of the Proposed Qualifying Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, Exchange acceptance. Other necessary conditions to the closing of the Proposed Qualifying Transaction, include obtaining all other necessary regulatory and third-party approvals and authorizations and other matters. As the Proposed Qualifying Transaction is an arm's-length transaction, it is anticipated that Wintraysan shareholder approval will not be required. There can be no assurance that the Proposed Qualifying Transaction will be completed as proposed or at all.
About Sprott Resource Corp.
SRC is a Canadian based company, the primary purpose of which is to invest, directly and indirectly, in natural resources. Through acquisitions, joint ventures and other investments, SRC seeks to provide its shareholders with exposure to the natural resource sector for the purposes of capital appreciation and real wealth preservation. SRC is well positioned to draw upon the considerable experience and expertise of both its Board of Directors and Sprott Consulting Limited Partnership ("SCLP"), of which Sprott Inc. is the sole limited partner. Pursuant to a management services agreement between SCLP and SRC, SCLP provides day-to-day business management for SRC as well as other management and administrative services.
Forward-looking Statements
This news release contains forward-looking statements and information ("forward looking statements") within the meaning of applicable securities laws relating to the proposal to complete the Proposed Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Qualifying Transaction and associated transactions. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Qualifying Transaction and associated transactions, that the ultimate terms of the Proposed Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Proposed Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The forward-looking statements contained in this document are made as of the date hereof and SRC does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
