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Wintraysan is a "capital pool company" as defined under the policies of the TSX Venture Exchange (the "Exchange") and intends for the proposed acquisition (the "Proposed Qualifying Transaction") to constitute the "Qualifying Transaction" of the Corporation 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 to purchase all of the issued and outstanding common shares of Auriga Energy Inc. ("Auriga") (see press release issued on
Upon completion of the Proposed Qualifying Transaction, the board and management team of the Corporation will be reconstituted such that the board of directors will be comprised of
Upon completion of the Proposed Qualifying Transaction, the Corporation will be led by
Robert B. Hodgins is an independent businessman with over 27 years of oil and gas industry experience. Most recently he was the Chief Financial Officer of Pengrowth Energy Trust. Previously, he held positions as Vice-President and Treasurer of Canadian Pacific Limited and Chief Financial Officer of TransCanada Pipelines Limited. He is currently a director of several public companies, including Fairborne Energy Ltd., AltaGas Income Trust, EnerPlus Resources Fund, Enerflex Systems Income Fund and MGM Energy Corp.
The Proposed Qualifying Transaction
Subject to any regulatory, shareholder, director or other approvals that may be required, the completion of satisfactory due diligence by Wintraysan and other conditions contained in the Letter Agreement, it is intended that Wintraysan will acquire Orion in a reverse take-over transaction which will be effected by way of an amalgamation, arrangement, share exchange or other similar form of transaction.
There are currently 7,545,454 Orion Shares issued and outstanding and, upon completion of the acquisition of Auriga and the private placements of Orion Shares to be completed in connection therewith, it is anticipated that there will be approximately 290 million Orion Shares issued and outstanding. Wintraysan currently has 2,300,000 issued and outstanding shares and options and agent's warrants to acquire up to 300,000 Wintraysan Shares issued and outstanding. Upon completion of the Proposed Qualifying Transaction but prior to the Brokered Financing (as defined below), it is anticipated that the current holders of Orion Shares will own over 99% of the issued and outstanding Wintraysan Shares and the current Wintraysan shareholders will own less than 1% of the issued and outstanding Wintraysan Shares. The Wintraysan Shares to be issued pursuant to the Proposed Qualifying Transaction may be subject to the escrow requirements of the Exchange, if applicable.
Upon completion of the Proposed Qualifying Transaction and assuming completion of the Brokered Financing (as defined below), the Corporation will continue to carry out the business of Orion as currently contemplated to be constituted.
Proposed Brokered Financing
As a condition precedent to the closing of the Proposed Qualifying Transaction, a brokered financing in a minimum amount of
Capitalization of the Resulting Issuer
It is anticipated that in conjunction with the Proposed Qualifying Transaction and Brokered Financing, Wintraysan will effect a consolidation (the "Consolidation") of the Wintraysan Shares on the basis of one (1) new Common Share for each fifteen (15) existing Wintraysan Shares. In addition, it is intended that Wintraysan will change its name to "Orion Oil & Gas Corporation" or such other name as may be approved by the board of directors of the Corporation (the "Name Change"). In accordance with applicable laws, the Consolidation and the Name Change are subject to the approval of the shareholders of the Corporation.
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, the completion of a definitive agreement setting forth the terms and conditions set out in the Letter Agreement, completion of the Brokered Financing, and the completion of due diligence. 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 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.
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