/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 22, 2012 /CNW/ - Sprott Power Corp. (TSX: SPZ) (the "Company" or "Sprott Power") is pleased to announce that in connection with its previously announced public offering (the "Offering"), it has entered into an underwriting agreement with a syndicate of underwriters led by Canaccord Genuity Corp. and including TD Securities Inc., NCP Northland Capital Partners Inc. and Stifel Nicolaus Canada Inc. (the "Underwriters") to sell 9,525,000 units of the Company (the "Units") at a price of $1.05 per Unit and 8,350,000 flow-through common shares (the "FT Shares", and together with the Units, the "Offered Securities") of the Company at a price of $1.20 per FT Share for aggregate gross proceeds of $20,021,250.
Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to subscribe for one additional common share of the Company at a price of $1.35 at any time prior to the day that is 24 months from the closing of the Offering.
The Company has also granted the Underwriters an option to cover over-allotments and for market stabilization purposes (the "Over Allotment Option"), which will allow the Underwriters to purchase that number of additional Units or FT Shares, in any combination thereof, equal to up to 15% of the Offered Securities sold pursuant to the base Offering at a price of $1.05 per Unit or $1.20 per FT Share or additional Warrants equal to up to 7.5% of the number of Offered Securities sold pursuant to the base Offering at a price of $0.07 per Warrant, or any combination thereof. The Over Allotment Option may be exercised at any time up to 30 days after the closing of the Offering.
The Company will file an amended and restated preliminary prospectus in each of the provinces of Canada, other than Québec to reflect the announced Offering terms.
The Company intends to use the net proceeds from the Offering for project development, working capital and general corporate purposes. The gross proceeds from the issuance of the FT Shares will be spent on "Canadian renewable conservation expenses" as defined in the Income Tax Act (Canada) (the "Tax Act") which also constitute "Canadian exploration expenses" as defined in the Tax Act.
The Offering is being made pursuant to a short form prospectus filed in each of the provinces of Canada other than Québec.
The Offering is expected to close on or about March 6, 2012 and is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
About Sprott Power Corp.
Sprott Power is a publicly-traded (TSX:SPZ) Canadian-based company dedicated to the development, owning and operating of renewable energy projects. Through project development efforts, acquisitions, partnerships and joint ventures, Sprott Power provides its shareholders with income and growth from the renewable power generation sector of the energy industry.
Forward Looking Statements
Certain information contained in this press release may constitute "forward-looking information" which reflects the current expectations of Sprott Power, including the anticipated closing date of the Offering and the anticipated use of proceeds. This information reflects Sprott Power's current beliefs with respect to future events and is based on information currently available to management. Forward-looking information involves significant known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking information including, without limitation, the risks listed under the heading "Risk and Uncertainties" in Sprott Power's Management's Discussion and Analysis of Financial Results for the period ended December 31, 2010. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information contained in this release. Although forward-looking information contained in this release is based upon what Sprott Power believes to be reasonable assumptions, management cannot assure investors that actual results, performance or achievements will be consistent with this forward-looking information. The forward-looking information is made as of the date of this release and Sprott Power does not assume any obligation to update or revise it to reflect new events or circumstances, except as required by law.
For further information:
Jeff Jenner, CA, CBV
President and Chief Executive Officer
Sprott Power Corp.
416-815-0700 ext. 264