TORONTO, ONTARIO–(Marketwired – June 21, 2017) –
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Sprott Inc. (“Sprott” or the “Corporation“) (TSX:SII) announced today the pricing of the secondary offering by 2176423 Ontario Ltd., a company controlled by Eric Sprott (the “Selling Shareholder“), of 18,700,000 common shares of the Corporation (the “Shares“) at a price of $2.20 per Share (the “Issue Price“) for gross proceeds of $41,140,000 (the “Secondary Offering“). In connection with the Secondary Offering, the Corporation has entered into an underwriting agreement (the “Underwriting Agreement“) with the Selling Shareholder and a syndicate of underwriters led by TD Securities Inc. and including RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Canaccord Genuity Corp., CIBC World Markets Inc., GMP Securities L.P., Scotia Capital Inc., Sprott Private Wealth LP and Desjardins Securities Inc. (collectively, the “Underwriters“), and will file a (final) short form prospectus (the “Final Prospectus“) with the securities regulatory authorities in each of the provinces of Canada, other than Quebec.
Under the terms of the Underwriting Agreement, the Selling Shareholder has granted the Underwriters an over-allotment option to purchase up to an additional 2,800,000 Shares at the Issue Price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Secondary Offering, to cover over-allotments.
Concurrent with the Secondary Offering, the Selling Shareholder intends to enter into an agreement to sell, on a non-brokered private placement basis, 7,500,000 Shares at the Issue Price to the Corporation’s Employee Profit Sharing Plan Trust (the “Private Placement“). The Corporation will not receive any proceeds from the Secondary Offering or the Private Placement. All proceeds will be payable to the Selling Shareholder. In addition, the Corporation intends to purchase approximately 5,000,000 Shares from the Selling Shareholder for cancellation (the “Exempt Issuer Bid“).
The Secondary Offering is expected to close on or about June 29, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals.
This news release is not an offer of securities for sale in the United States. The Shares being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of that Act.
About Sprott Inc.
Sprott is an alternative asset manager and a global leader in precious metal and real asset investments. Through its subsidiaries in Canada, the US and Asia, the Corporation is dedicated to providing investors with best-in-class investment strategies that include Exchange Listed Products, Alternative Asset Management and Private Resource Investments. The Corporation also operates Merchant Banking and Brokerage businesses in both Canada and the US. Sprott is based in Toronto with offices in New York, Carlsbad and Vancouver and its common shares are listed on the Toronto Stock Exchange under the symbol (TSX:SII). For more information, please visit www.sprottinc.com.
Forward-Looking Information and Statements
This news release contains certain forward-looking information and statements (collectively referred to herein as “Forward-Looking Statements”) within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify Forward-Looking Statements. In particular, but without limiting the forgoing, this news release contains Forward-Looking Statements pertaining to the filing of the Final Prospectus and the timing of the Private Placement.
Forward-Looking Statements are based on a number of expectations or assumptions, which have been used to develop such information and statements but which may prove to be incorrect, including, but not limited to the fact that all required approvals will be received for the Secondary Offering, Private Placement and Exempt Issuer Bid. Although the Corporation believes the expectations and assumptions reflected in such Forward-Looking Statements are reasonable, undue reliance should not be placed on Forward-Looking Statements because the Corporation can give no assurance that such expectations and assumptions will prove to be correct. The Forward-Looking Statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors, which may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements, including, without limitation, (i) the Secondary Offering, Private Placement and/or Exempt Issuer Bid not proceeding as expected as a result of the conditions of the Secondary Offering, Private Placement and/or Exempt Issuer Bid not being satisfied or the Secondary Offering, Private Placement and/or Exempt Issuer Bid being terminated; (ii) those risks listed under the heading “Risk Factors” in the Corporation’s annual information form dated March 1, 2017; (iii) those risks disclosed under the headings “Managing Risk: Financial” and “Managing Risk: Non-Financial” in the Corporation’s MD&A for the three months ended March 31, 2017; and (iv) other risks, which are beyond the control of the Corporation or its subsidiaries. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the Forward-Looking Statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements contained in this news release.
The Forward-Looking Statements contained in this news release speak only as of the date of this news release, and the Corporation does not assume any obligation to publicly update or revise any of the included Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
