Sprott Resource Holdings Press Releases

Press Release

Sprott Resource Corp. Announces Secondary Offering of Common Shares in Stonegate Agricom Ltd.

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 15 /CNW/ - (TSX: SCP) - Sprott Resource Corp. ("SRC") announced today that it and Stonegate Agricom Ltd. ("Stonegate") have entered into an agreement (the "Agreement") with GMP Securities L.P., as lead underwriter and on behalf of a syndicate of underwriters (the "Underwriters"), to compete a secondary offering on a bought deal basis.  Under the Agreement, the Underwriters have agreed to purchase 25,000,000 common shares (the "Common Shares") of Stonegate from SRC at a purchase price of $1.75 per Common Share for gross proceeds of $43,750,000.  In addition, SRC has granted the Underwriters an over-allotment option, exercisable for a period of 30 days from the closing, to purchase up to an additional 3,750,000 of Common Shares SRC owns, representing 15% of the Common Shares sold by SRC.

SRC currently holds 75,662,000 Common Shares, representing a 54% interest in Stonegate on an undiluted basis.  After giving effect to the offering, but before giving effect to the over-allotment option, SRC will hold 50,662,000 Common Shares, representing a 36% interest in Stonegate on an undiluted basis.

A preliminary short-form prospectus relating to the offering will be filed shortly with Canadian securities regulatory authorities.  The transaction is expected to close on or about March 9, 2011.  Closing is subject to a number of customary conditions including receipt of all necessary regulatory approvals.

This press release does not constitute an offer to sell or an offer to buy any securities of Stonegate in any jurisdiction in which such offer, solicitation or sale would be unlawful.  These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

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. For more information, please visit www.sprottresource.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the anticipated dates for the closing of the offering and the filing of a preliminary short-form prospectus in connection with the offering.  The forward-looking statements contained in this document are based on certain key expectations and assumptions made by SRC, including: (i) Stonegate will be able to file a preliminary short-form prospectus in a timely manner and (ii) all regulatory approvals will be obtained in a timely manner.  Although SRC believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because SRC can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure by Stonegate to file a preliminary short-form prospectus in a timely manner or for all regulatory approvals to be obtained.  The forward-looking statements contained in this press release are made as of the date hereof and SRC does not undertake 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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