Business
Sprott Resource Corp. Announces Arrangement Agreement for Business Combination Between its Subsidiary Orion Oil & Gas Ltd., Wintraysan Capital Corp. and 1498513 Alberta Ltd.
Sprott Resource Corp. Announces Arrangement Agreement for Business Combination Between its Subsid...
About this update from Sprott Inc.
[{"type":"text","content":"\n\n\n\nNov. 2, 2009 (Canada NewsWire Group) -- TORONTO, Nov. 2 /CNW/ -- Sprott Resource Corp. (TSX: SCP) - Sprott Resource Corp. (\"SRC\") is pleased to announce that its subsidiary Orion Oil & Gas Ltd. (formerly 1491542 Alberta Ltd.) (\"Orion\"), Wintraysan Capital Corp. (\"Wintraysan\") and 1498513 Alberta Ltd. (the recently incorporated wholly-owned subsidiary of Wintraysan) (\"AquireCo\") have entered into a arrangement agreement dated October 30, 2009 (the \"Arrangement Agreement\"), relating to the acquisition by Wintraysan of all of the issued and outstanding securities of Orion by way of the amalgamation of Orion and AcquireCo pursuant to a plan of arrangement (the \"Arrangement\") to be conducted in accordance with the provisions of the Business Corporations Act (Alberta).The Arrangement Agreement is the definitive agreement contemplated in the letter agreement into which Wintraysan and Orion entered on October 13, 2009 (the \"Letter Agreement\"). The Arrangement Agreement reflects the terms and conditions of the Letter Agreement, including the share exchange ratio for the business combination contemplated therein (see SRC's press release issued on October 13, 2009).Proposed Qualifying TransactionWintraysan 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 October 20, 2009 (see SRC's press release issued on October 20, 2009). Upon completion of the Proposed Qualifying Transaction and assuming completion of the Brokered Financing (as defined below), Wintraysan will continue to carry out the business of Orion as currently contemplated to be constituted.Proposed Broke...