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TORONTO, Nov. 10 /CNW/ - Sprott Resource Corp. (TSX: SCP) - Sprott Resource Corp. ("SRC") is providing an update on the proposed capital raise by its subsidiary Orion Oil & Gas Ltd. ("Orion"). On October 15, 2009, SRC announced that Orion had entered into an equity financing agreement, on a best efforts basis, with a syndicate of agents co-led by Cormark Securities Inc., FirstEnergy Capital Corp. and TD Securities Inc. (collectively, the "Agents"), pursuant to which Orion agreed to raise $100,000,000 (the "Offering") from the sale of subscription receipts ("Subscription Receipts") at a price of $5.00 per Subscription Receipt. It was proposed that each Subscription Receipt would be exchanged for one (1) common share of Orion Oil & Gas Corporation ("New Orion Share"), the resulting issuer from the completion of a proposed plan of arrangement (the "Arrangement") between Wintraysan Capital Corp. ("Wintraysan"), a wholly-owned subsidiary of Wintraysan (1498513 Alberta Ltd.) and Orion. The completion of the Offering under the terms set forth above is a mutual condition for completing the Arrangement (the "Condition"). For further details on the Arrangement, please see the press releases issued by SRC on October 15, 2009 and November 2, 2009.
SRC and Orion have been informed by the Agents that they are unable to complete the Offering under the terms set forth above. Accordingly, the Agents have recommended that the terms of the Offering be amended. SRC and Orion have agreed to amend the terms of the Offering to $4 per Subscription Receipt whereby each Subscription Receipt will entitle each Subscription Receipt holder to one New Orion Share and one-half of one New Orion Share purchase warrant exercisable for $5 for a period of two years following the closing of the Offering.
If the Agents are unable to complete the Offering, or if the Arrangement is not completed for any reason, including the failure by Orion to satisfy the Condition, Orion will remain a private company, 79.3% owned by SRC, and SRC would revert to its original plan of advancing Orion as a private company through the development of its assets and accretive acquisitions both domestically and abroad.
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 Offering and the Arrangement. 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 Offering or the Arrangement, that the ultimate terms of the Offering or the Arrangement will differ from those that are currently contemplated, and that the Offering and the Arrangement will not be successfully completed for any reason (including lack of sufficient investor demand and the failure to obtain the required approvals or clearances from regulatory authorities). 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.
The subscription receipts offered have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
