Business
Sprott Resource Corp. Announces Amalgamation Agreement for Business Combination Between its Subsidiary Orion Oil & Gas Ltd., Wintraysan Capital Corp. and 1498513 Alberta Ltd.
Sprott Resource Corp. Announces Amalgamation Agreement for Business Combination Between its Subsi...
About this update from Winchester Equity Corporation
[{"type":"text","content":"\n\n\n\nNov. 30, 2009 (Canada NewsWire Group) -- TORONTO, Nov. 30 /CNW/ -- Sprott Resource Corp. (TSX: SCP) - Sprott Resource Corp. (\"SRC\") announced today that its subsidiary Orion Oil & Gas Ltd. (\"Orion\") has entered into an amalgamation agreement (the \"Amalgamation Agreement\") with Wintraysan Capital Corp. (\"Wintraysan\") and 1498513 Alberta Ltd. (the recently incorporated wholly-owned subsidiary of Wintraysan) (\"AcquireCo\") 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 (the \"Amalgamation\") in accordance with the Business Corporations Act (Alberta). An arrangement agreement dated October 30, 2009, which was previously entered into by Wintraysan, AcquireCo and Orion (see press release issued by SRC on November 2, 2009) was terminated in conjunction with the entering into of the Amalgamation Agreement.Pursuant to the Amalgamation Agreement, Wintraysan will acquire all of the currently issued and outstanding common shares in the capital of Orion (the \"Orion Shares\") via the issuance of common shares in the capital of Wintraysan (the \"Wintraysan Shares\"), which will be issued on the basis of two (2) Wintraysan Shares for every one (1) Orion Share. Prior to the Amalgamation, each Wintraysan Share will be consolidated on the basis of one (1) post-consolidation Wintraysan Share (\"Post-Consolidation Wintraysan Share\") for every two (2) old Wintraysan Shares resulting in each holder of Orion Shares receiving one Post-Consolidation Wintraysan Share for each Orion Share held pursuant to the Amalgamation.Upon completion of the Amalgamation, it is anticipated that the holders of Orion Shares will hold approximately 289 million Post-Consolidation Wintraysan Shares, representing over 99% of the outstanding Post-Consolidation Wintraysan Shares and holders of Wintraysan Shares will hold approximately 1,160,000 Post-Consolidation Wintraysan Shares, representing less than 1% of the outstanding Post-Consolidation Wintraysan Shares.SRC currently owns approximately 79.3% of Orion's outstanding common shares. Following the Amalgamation, SRC will own approximately 79% of the Post-Consolidation Wintraysan Shares outstanding.Proposed Qualifying TransactionWintraysan is a \"capital pool company\" as defined under the policies of the T...