NYSE MKT: SILU
TORONTO, May 24, 2013 /CNW/ - Sprott Resource Lending Corp. ("SRLC" or the "Company") announced that it obtained today an interim order (the "Interim Order") of the Ontario Superior Court of Justice (the "Court"). The Interim Order provides for, among other things, the holding of an annual and special meeting (the "Meeting") of the holders of common shares of SRLC ("Shareholders") to approve the previously announced (see press release dated May 8, 2013) arrangement (the "Arrangement") under the Canada Business Corporations Act involving SRLC and Sprott Inc. ("Sprott").
The Meeting is scheduled to be held on June 25, 2013 at 10:00 a.m. (Toronto time) at the Toronto Board of Trade, First Canadian Place, Suite 350, 77 Adelaide Street West, Toronto, Ontario. The record date for determining Shareholders entitled to receive notice of, and to vote at, the Meeting has been fixed at the close of business on May 23, 2013.
The Board of Directors of SRLC is unanimously recommending that Shareholders vote in favour of the Arrangement. As previously announced on May 8, 2013, SRLC entered into an arrangement agreement with Sprott (the "Arrangement Agreement"), pursuant to which Sprott will acquire all of the issued and outstanding common shares of SRLC. Pursuant to the terms of the Arrangement Agreement, upon completion of the Arrangement, Shareholders (other than Sprott) will receive 0.5 of a Sprott common share and C$0.15 in cash for each SRLC common share held.
Directors and officers of SRLC as well as certain Shareholders, including Dundee Corporation and certain associates of Sprott, have entered into voting and support agreements with Sprott pursuant to which each such party has agreed to vote in favour of the Arrangement. Such locked-up shares represent approximately 25.4% of the common shares of the Company outstanding on a non-diluted basis.
SRLC intends to mail the Notice of Annual and Special Meeting and Management Information Circular, together with a letter of transmittal and a form of proxy (collectively, the "Meeting Materials"), to Shareholders of record during the first week of June 2013. The Meeting Materials will also be available on SRLC's website at www.sprottlending.com and under SRLC's profile at www.sedar.com no later than the time of mailing.
The completion of the Arrangement is subject to certain conditions, including approval by not less than two-thirds (66 2/3%) of the votes validly cast by Shareholders, present in person or by proxy at the Meeting and also by a simple majority of the votes validly cast by Shareholders, present in person or by proxy at the Meeting, other than those required to be excluded in determining such approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the final approval of the Court and other necessary regulatory and stock exchange approvals. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, it is currently anticipated that the Arrangement will be completed in early July 2013.
About Sprott Resource Lending Corp.
Sprott Resource Lending (www.sprottlending.com) specializes in lending to resource companies on a global basis. Headquartered in Toronto, the Company seeks to generate income from lending activities as well as the upside potential of bonus arrangements with borrowers generally tied to the underlying property or shares of the borrower. Pursuant to a management services agreement and partnership agreement, Sprott Lending Consulting Limited Partnership ("SLCLP") provides SRLC day to day business management as well as other management and administrative services. SLCLP is a wholly owned subsidiary of Sprott (www.sprottinc.com), the parent of Sprott Asset Management LP (www.sprott.com), a leading Canadian independent money manager.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This document includes certain statements that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). These statements include statements regarding SRLC's intent, or the beliefs or current expectations of SRLC's officers and directors. Such statements are typically identified by words such as "believe", "anticipate", "estimate", "project", "intend", "expect", "may", "will", "plan", "should", "would", "contemplate", "possible", "attempts", "seeks" and similar expressions. Forward-looking statements may relate to SRLC's future outlook and anticipated events or results.
By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of important factors, many of which are beyond SRLC's control, could cause actual results to differ materially from the estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: (a) the inability of SRLC to obtain (i) approval of the Arrangement by the Court and the other regulatory approvals, and (ii) approval of the transaction by the Shareholders at the Meeting; and (b) the occurrence of any other event, change or other circumstance that could give rise to the termination of the Arrangement Agreement, or the delay of consummation of the Arrangement or failure to complete the Arrangement for any other reason.
Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, SRLC does not assume any obligation to update, or to publicly announce the results of any change to, any forward-looking statement contained herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
SOURCE: Sprott Resource Lending Corp.
For further information:
For more information about SRLC, please visit SEDAR (www.sedar.com) or contact:
Narinder Nagra, President and COO 604-488-8719
Jim Grosdanis, CFO 416-943-4698