34 LEXPERT
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2017/18
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WWW.LEXPERT.CA
LEXPERT-RANKED LAWYERS
tion by way of a court-approved plan of ar-
rangement under the Canada Business Cor-
porations Act (the Arrangement). Under the
Arrangement, the Company acquired 100
per cent of the outstanding common shares
of SRC and SRC became a wholly owned
subsidiary of the Company. Holders of
common shares of SRC received 3.0 com-
mon shares of the Company for each SRC
share held.
In connection with the Arrangement,
(i) on February 8, 2017, shareholders of the
Company were issued one-quarter of a com-
mon share purchase warrant in respect of
each common share held, and (ii) the Com-
pany completed private placements of com-
mon shares and warrants to Sprott Inc., a
fund management by a subsidiary of Sprott
Inc. and Term Oil Inc. (a corporation con-
trolled by Arthur Richards (Rick) Rule IV,
Chairman of Sprott US Holdings Inc.), for
aggregate gross proceeds of $15 million.
Immediately following the completion
of the Arrangement and related transac-
tions, the Company changed its name from
Adriana Resources Inc. to Sprott Resource
Holdings Inc. and the board of directors
and management of the Company were
reconstituted to consist of the board and
management of SRC, with the addition of
Mr. Rule as Chief Investment Officer and
Michael Harrison, former President and
CEO of the pre-Arrangement Company, as
Managing Director.
e common shares and warrants of the
Company are listed on the Toronto Stock
Exchange and trade under the symbols
"SRHI" and "SRHI.WT," respectively.
As a result of the Arrangement, the Com-
pany has initiated its transition from a pri-
vate equity firm to a diversified holding com-
pany focused on holding businesses in the
natural resource industry that it believes can
generate sustainable free cash flow. Based in
Toronto, the Company is part of the Sprott
Group of Companies and is managed by a
team of experienced resource investment
professionals. e Company's current hold-
ings are concentrated in the mining, energy
and agriculture sectors.
On April 20, 2017, Sprott Resource Hold-
ings Inc. completed a further equity financ-
ing by way of a public "best efforts" mar-
keted offering of units under a short form
prospectus, selling 120,000,000 units at
a price of $0.25 per unit for gross proceeds
of $30,000,000. Each unit consisted of one
common share and one common share pur-
chase warrant. e agents for the Offering
were Sprott Capital Partners, a division of
Sprott Private Wealth LP, and Haywood Se-
curities Inc.
SRC and the post-Arrangement Com-
pany were represented by Arthur Einav and
Sarah-Jane Martin.
Blake, Cassels & Graydon LLP acted as
external Canadian counsel to SRC and the
post-Arrangement Company with a team
that included Jeffrey Lloyd, John Wilkin,
Catherine Youdan, Rob Seager, Alex Mac-
Millan, Raees Nakhuda, and Yousaf Khan
(M&A/securities), Chris Van Loan and
Casey Richardson-Scott (tax) and Ryan
Morris (litigation).
Paul, Weiss, Riind, Wharton & Gar-
rison LLP acted as US counsel to SRC
and the post-Arrangement Company with
a team that included Andrew Foley and
Christian Kurtz (M&A/securities).
Stikeman Elliott LLP acted as Canadian
counsel to the Company with a team that in-
cluded Jay Kellerman, Mikhel Voore, Steven
Bennett and Andrew Chan (M&A/securi-
ties) and Dean Kraus (tax).
Skadden, Arps, Slate, Meagher & Flom
LLP acted as US counsel to the Company
with a team that included Christopher Mor-
gan and Annabelle Gardere (M&A/securi-
ties) and Eric Sensenbrenner, Jared Binstock
and Brooke Johnson (tax).
Baker & McKenzie LLP acted as Cana-
dian counsel to the agents in connection with
the public offering with a team that included
Sonia Yung, Ora Wexler and Ashley Staley.
VALE SELLS AN ADDITIONAL GOLD
STREAM FROM ITS SALOBO MINE
TO SILVER WHEATON FOR US$800M
On August 16, 2016, Vale S.A. (Vale) com-
pleted the sale to Silver Wheaton Corp (Sil-
ver Wheaton) of an additional 25 per cent
of the gold by-product stream from Vale's
Brazilian Salobo copper mine for US$800
million and approximately US$23 million
in option value arising from re-pricing of cer-
tain Silver Wheaton warrants.
Vale was represented in-house by Carl
De Luca (Head of Legal, Base Metals, Cor-
porate) and Jennifer Byun (Senior Legal
Counsel, Base Metals, Corporate); and were
assisted by Daphne MacKenzie and Colin
Burn of Stikeman Elliott LLP.
Silver Wheaton was represented internal-
ly by Curt Bernardi and Tamara Howarth;
and by Mark Bennett, David Budd, Alexan-
dra Iliopoulos and Afzal Hasan of Cassels
Brock & Blackwell LLP
NORTH AMERICAN LITHIUM
ACQUIRES QUÉBEC LITHIUM
MINING ASSETS, CLOSES
RELATED FINANCING
On July 5, 2016, North American Lithium
Inc. completed its acquisition of substan-
tially all of the assets of a Lithium Project
located in the municipality of La Corne,
Québec, as well as certain other assets, from
KSV Kofman Inc., in its capacity as court-
appointed receiver of Québec Lithium Inc.,
RB Energy Inc. and Sirocco Mining Inc.
e Lithium Project was formally owned
by Quebec Lithium Inc., a subsidiary of RB
Energy Inc., a TSX-listed corporation that
went into receivership. e acquisition was
financed in part by funding provided by
Investissement Québec. North American
Lithium Inc. is an indirect wholly owned
subsidiary of Jilin Jien Nickel Industry Co.,
Ltd., a leading Chinese mining company
listed on the Shanghai stock exchange.
North American Lithium Inc. was repre-
sented by Aust Legal Inc., with a team com-
prised of omas Laporte Aust and Andrew
Johnston (mergers and acquisitions). Stike-
man Elliott LLP also acted as counsel to
North American Lithium Inc., with a team
comprised of Maxime Turcotte, Maxime
Charbonneau, Olivier Godbout and Julien
Robitaille-Rodriguez (mergers and acquisi-
tions), Jean Fontaine and Nathalie Nouvet
(insolvency), Stefan Fews and Josée Lefeb-
vre (real estate), David Massé (mining), Mi-
chael Kilby and William Wu (regulatory),
Myriam Fortin (environment), Stephanie
Weschler and Stephanie Pasternyk (employ-
ment) and Maxime Jacquin (finance).
KSV Kofman Inc. was represented by
Osler, Hoskin & Harcourt LLP, with a
team comprised of Martin Desrosiers, Julien
Morissette and Julien Hynes-Gagné (insol-
vency and restructuring), Antonella Penta
and Alexandre Martin (corporate), Jennifer
Fairfax (environment), Shuli Rodal (regulato-
ry), Antoine Stébenne (tax) and Constantine
Troulis and Nicole Cloutier (financing).
