Sprott Resource Holdings Press Releases


Press Release

Sprott Resource Corp. Shareholders Approve Business Combination with Adriana Resources Inc.


TORONTO, Jan. 25, 2017 (GLOBE NEWSWIRE) -- Sprott Resource Corp. (“SRC”) (TSX: SCP) is pleased to announce that at a special meeting (the “Meeting”) of the holders (“SRC Shareholders”) of common shares of SRC (“SRC Shares”), held earlier today, the SRC Shareholders voted to approve the plan of arrangement (the “Arrangement”) pursuant to which Adriana Resources Inc. (“ADI”) (TSX-V: ADI) will acquire all of the issued and outstanding SRC Shares.  Pursuant to the Arrangement, SRC Shareholders will receive three common shares of ADI for each SRC Share held.

The Arrangement requires the approval of: (a) at least 662/3% of the votes cast by SRC Shareholders present in person or represented by proxy at the Meeting; and (b) a simple majority of the votes cast by SRC Shareholders at the Meeting after excluding the votes cast by those persons whose votes must be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Of the votes cast at the Meeting, 76.70% of the SRC Shareholders voted in favour of the special resolution approving the Arrangement (69.84% after excluding the votes cast by those persons whose votes must be excluded in determining minority approval for the Arrangement pursuant to MI 61-101).

The closing of the Arrangement remains subject to certain customary conditions, including the receipt of all necessary regulatory approvals and the granting of the final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement, as well as the approval of the majority of the ADI shareholders. The hearing for such final Court approval is scheduled to take place on January 27, 2017, with the effective date of the Arrangement being expected to occur on or as soon as practicable after February 9, 2017, following which date SRC will be delisted from the Toronto Stock Exchange.

About Sprott Resource Corp.

SRC is a publicly-listed private equity firm focused on the natural resource sector. The company currently has investments in energy production and services, mining and agriculture. SRC creates value for its investors by applying a disciplined investment process to deploy capital while managing risk within highly cyclical sectors. SRC is a business builder that is committed to being a value-added partner with proven management teams. SRC supports its investments through active management and the provision of long-term capital, as well as strategic, financial and governance oversight. Founded in 2007, the Company is based in Toronto, Canada and is managed by an experienced team of private equity specialists, supported by the technical and investment resources of Sprott Inc. and its subsidiaries and affiliates. Management of SRC is dedicated to generating long-term superior returns on capital for its shareholders, while focusing on risk management and real wealth preservation. To learn more, please visit www.sprottresource.com.

Forward-Looking Information and Statements

Certain statements in this press release contain forward-looking information (collectively referred to herein as the “Forward-Looking Statements”) within the meaning of applicable securities laws including, but not limited to, statements about:  the completion of the Arrangement and expected timing; the timing and anticipated receipt of required stock exchange and court approvals for the Arrangement; the ability of SRC and ADI to satisfy the other conditions to, and to complete, the Arrangement; and similar statements concerning anticipated future events, results, circumstances, performance or expectations, that reflect management’s current expectations and are based on information currently available to management of SRC. Forward-Looking Statements are based on a number of expectations or assumptions which have been used to develop such statements and information but which may prove to be incorrect. Although SRC believes the expectations and assumptions reflected in such Forward-Looking Statements are reasonable, undue reliance should not be placed on Forward-Looking Statements because SRC can give no assurance that such expectations and assumptions will prove to be correct. The Forward-Looking Statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors, which may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements, including, but not limited to, a failure to realize the anticipated benefits of the Arrangement and to successfully integrate SRC and ADI and the failure of SRC or ADI to obtain necessary regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all.  See “Risk Factors” in the joint management proxy circular dated December 21, 2016 (the “Circular”) for further details. The foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of SRC, ADI and the combined entity are included in the Circular under the heading “Risk Factors”, and reports on file with applicable securities regulatory authorities, including, but not limited to, those listed under the heading “Risk Factors” in SRC’s annual information form dated March 4, 2016, and those listed under the heading “Risks and Uncertainties” in ADI’s Management’s Discussion and Analysis for the Year Ended December 31, 2015, dated February 26, 2016. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the Forward-Looking Statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements contained in this news release. The Forward-Looking Statements contained in this news release speak only as of the date of this news release, and SRC does not assume any obligation to publicly update or revise any of the included Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.


Glen Williams
Managing Director, Investor Relations
Telephone: 416.943.4394
Email: gwilliams@sprott.com

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