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The Arrangement Agreement is the definitive agreement contemplated in the letter agreement into which Wintraysan and Orion entered on
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 Arrangement 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.
Orion was recently incorporated for the purposes of entering into an acquisition agreement with Auriga Energy Inc. (a private Alberta oil and gas company with assets in the Kaybob, Redwater and Bigstone areas of Alberta) ("Auriga"), SRC and the principal shareholders of Auriga. Orion completed its acquisition of Auriga on
Proposed Brokered Financing
As disclosed in SRC's press release of
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, completion of the Brokered Financing, 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.
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 the Brokered Financing), including statements regarding the terms and conditions of the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing). 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 (including the Brokered Financing), that the ultimate terms of the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing) will differ from those that currently are contemplated, and that the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing) 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 news release are made as of the date of this release 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.
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