Sprott Resource Corp. seeks to accelerate warrant exercise
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION
IN THE UNITED STATES/
TORONTO, May 13 - (TSX:SCP) - Sprott Resource Corp. ("SRC")
announces today a warrant incentive program (the "Warrant Incentive
Program")
to encourage the early exercise of 39,920,000 warrants that expire
September 5, 2009 (the "Warrants"). The Warrant Incentive Program is
subject
to shareholder, warrantholder and regulatory approval.
The Warrants were issued as part of a financing completed in
September
2007 and can be exercised at $2.50 per share. In order to encourage the early
exercise of the Warrants, SRC will be seeking to amend the terms of the
Warrants so that holders who exercise their Warrants after all necessary
approvals have been obtained (being on or about June 16, 2008) and before
July 7, 2008 (the "Deadline") will also receive one-half of one new
common
share purchase warrant (a "New Warrant"). Each whole New Warrant will
be
exercisable for one common share at a price of $4.25 until December 31, 2010,
subject to SRC's ability to call the New Warrant if the trading price of SRC's
common shares is equal to or greater than $6.00 for 20 consecutive trading
days. Warrants that are not exercised prior to the Deadline will remain
unchanged. New Warrants will be issued immediately upon exercise of any
Warrants prior to the Deadline date, provided that each New Warrant will be
subject to a four-month hold period from the Deadline date regardless of the
date of issue. SRC intends to apply to TSX to list the New Warrants upon the
expiry of such four-month hold period. The
New Warrants will be governed
pursuant to the terms of a warrant indenture, which will contain standard
anti-dilution provisions.
There are currently 51,741,346 common shares outstanding and
39,920,000
Warrants. The proposed issuance of common shares upon exercise of all of the
19,960,000 New Warrants would represent 38.6% of the currently outstanding
common shares excluding the exercise of the Warrants, but would represent
21.8% of the outstanding common shares taking into account the exercise of the
Warrants.
To implement the warrant incentive program the TSX requires
that we
obtain disinterested shareholder approval, for among other things, the
amendment to the terms of the Warrants which are currently "in-the-money
warrants" and Warrants being held by insiders. This approval requires the
approval of a majority of the votes cast by all of the shareholders of common
shares excluding votes attached to shares beneficially owned by insiders
(including their affiliates or associates) who own Warrants. The amount of
common shares and Warrants held by such insiders (including their affiliates
and associates) will be disclosed in the materials sent to shareholders and in
a future press release. In lieu of a shareholders' meeting, we are obtaining
the appropriate approvals through written consent. The Warrant Incentive
Program, including amendments to the existing warrant indenture for the
Warrants by way of supplemental indenture, must also be approved by holders of
not less than 66 2/3% of the Warrants outstanding. SRC will deliver
instructions to shareholders and warrantholders regarding the approval of the
Warrant Incentive Program to be effected by written consent. The Corporation
will issue a press release and notify holders of Warrants when all requisite
approvals have been obtained.
Exercising the Warrants will provide the Corporation with up
to
$99.8 million in additional capital to acquire additional interests in natural
resource properties and assets. The gross proceeds, if all the New Warrants
were exercised, would be $84.8 million. The Corporation has concluded that,
with the current state of the equity markets, the Warrant Incentive Program
provides a way to raise capital that is quick, relatively inexpensive, as
there would be no broker commissions or fees, and less dilutive to
shareholders than other means.
"We feel that this in the best interest of shareholders
and
warrantholders, and is the least dilutive way to raise additional funds at
this time given that the Warrants already exist and that the exercise price
for the New Warrants is above market," said Kevin Bambrough, President and
CEO
of SRC. "We are hopeful that warrantholders and shareholders will approve
the
program and that warrantholders will elect to exercise their warrants early,
as we are currently reviewing many interesting transactions, which we feel
would be accretive to our shareholders. Having early access to this additional
capital will give SRC the ability to grow and diversify its exposure to
quality resource opportunities."
This press release shall not constitute an offer to sell or
the
solicitation of an offer to buy any securities, nor shall there be any sale of
the securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful.
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 Asset Management
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.
Forward Looking Statements
Certain statements regarding SRC, including management's
assessment of
future plans, may constitute forward-looking statements under applicable
securities laws and necessarily involve risk, including without limitation,
the risk that future transactions may not be accretive to shareholders. SRC's
actual results or achievements could differ materially from those expressed
in, or implied by, the forward-looking statements. No assurance can be given
that any events anticipated by the forward-looking statements will occur.
These forward-looking statements, which are based on management's current
expectations, are made as at the date of this news release. SRC does not
undertake any obligation to publicly update or revise any of these
forward-looking statements, except as required by applicable securities laws.
For further information: Kevin Bambrough, President and CEO, Tel: (416)
977-7333, Fax: (416) 977-9555