/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN./
TORONTO, March 16 /CNW/ - (TSX: SCP) - Sprott Resource Corp. ("SRC") announced today that Stonegate Agricom Ltd. ("Stonegate"), approximately 73% owned by SRC on an undiluted basis, has filed a preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, in respect of an initial public offering of units (the "Units") of Stonegate (the "Offering"). Each Unit will consist of one common share of Stonegate and one-half of one common share purchase warrant. The number of Units offered and the price per Unit, as well as the terms of the common share purchase warrants, will be determined in the context of the market prior to the filing of the final prospectus. The Offering is being made through a syndicate of underwriters led by GMP Securities L.P. and including BMO Capital Markets, Canaccord Financial Ltd., Wellington West Capital Markets Inc., CIBC World Markets Inc., Dahlman Rose & Company, LLC, Global Maxfin Capital Inc. and Toll Cross Securities Inc.
Stonegate intends to use the proceeds from the Offering to explore and develop Stonegate's Mantaro phosphate project in Peru and Stonegate's Paris Hills phosphate project in Idaho and for general corporate and working capital purposes.
The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy the Units in any province of Canada prior to the time a receipt for the final prospectus or other authorization is obtained from the securities regulatory authorities in such province. A copy of the preliminary prospectus is available on SEDAR at www.sedar.com under Stonegate's profile.
Completion of the Offering is subject to and conditional upon the receipt of all necessary approvals, including regulatory approvals. The completion of the Offering would likely result in SRC's ownership interest in Stonegate being diluted.
The offer and sale of the securities referred to in this press release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States.
Stonegate is engaged in the business of acquiring, exploring and developing agricultural nutrient projects with the objective of becoming a leading low-cost producer of high quality phosphate mineral products to supply regional and international markets with long-term supply deficits. In order to achieve this objective, Stonegate is undertaking to explore and assess the potential for the development of its two principal assets, the Mantaro phosphate project located in Peru and the Paris Hills phosphate project located in Bear Lake County, Idaho. These properties contain high quality phosphate deposits that are strategically located in two of the world's richest agricultural centres in North and South America.
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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law. Generally, forward-looking statements and forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by SRC as at the date of such information. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of SRC or Stonegate, as applicable, to be materially different from those expressed or implied by such forward-looking statements and forward-looking information, including but not limited to: the general risks associated with the speculative nature of Stonegate's business, commodity prices, current global financial conditions, uncertainty of additional capital, price volatility, the Mantaro and Paris Hills projects are advanced exploration stage projects, limited operating history, no history of earnings, government regulation in the mining industry, environmental risks and hazards, impending climate change legislation, required approvals and permits, foreign subsidiaries, political and economic risk in Peru, risks relating to the retention of the Mantaro project, risks relating to the retention of the Paris Hills project, expiration of leases and permits for the Paris Hills project, title to mineral properties, obtaining and converting mineral concessions and surface rights, community relations and project support, water rights, exploration, development and operating risks, uncertainty in the estimation of mineral resources, uncertainty of inferred mineral resources, mineral exploration, reliability of historical exploration work, absence of public trading market, risks associated with having a controlling shareholder, arbitrary offering price, dilution to the common shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends as well as those factors discussed in the section entitled "Risk Factors" in SRC's annual information form. Although SRC has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this press release are included for the purpose of providing investors with information to assist them in understanding the offering being made by Stonegate as well as Stonegate's and SRC's expected financial and operational performance and may not be appropriate for other purposes. SRC does not undertake to update any forward-looking statement or forward-looking information that is included herein, except in accordance with applicable securities laws.
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