Subsidiary of Sprott Resource to acquire Wintraysan Capital Corp

By The Canadian Press

TORONTO - Orion Oil & Gas Ltd., a new subsidiary of Sprott Resource Corp. (TSX: SCP.TO) announced plans Wednesday that will allow it to access $100-million in financing through a reverse takeover of Wintraysan Capital Corp. (TSXV: WTS-P.V).

Under a multi-stage deal, Wintraysan will issue approximately 870 million of its common shares to acquire Orion through a stock swap. Orion shareholders will end up with 99 per cent of the issued and outstanding Wintraysan shares.

The deal is considered the qualifying transaction for Vancouver-based Wintraysan - a capital pool company under the rules of the TSX Venture Exchange- and is conditional upon completion of a $100-million financing, the two companies said.

Wintraysan is headed by Murray Sinclair, who has expertise in asset backed lending, real estate, corporate restructuring and natural resources. He is co-chairman of Quest Capital Corp. (TSX: QC.TO) and president and co-founder of Quest Ventures Ltd., which specializes in bridge loans and arbitrage.

Assuming the transactions are completed, Wintraysan will be renamed Orion Oil & Gas. It will be led by oil and gas veteran Gary Guidry, who will be president, chief executive and director of the reconstituted Orion Oil & gas.

Prior to joining Sprott Resource's Orion venture, Guidry most recently was CEO of Tanganyika Oil Company Ltd., from May 2005 to December 2008, when the company was sold for more than $2 billion to Sinopec International Petroleum Exploration and Production of China.

Orion was recently incorporated specifically to acquire Auriga Energy Inc, a private Alberta oil and gas company.

That transaction, announced Sept. 28, was originally expected to close by the end of October but on Wednesday Orion said it expects the Auriga acquisition will close by no later than Nov. 15.

Sprott Resources is a Toronto-based company mineral exploration company with copper, silver and gold properties in South America and the United States.

Its shares closed at $3.70 Tuesday on the Toronto Stock Exchange.