Where are your common shares traded?
Our common shares trade on the Toronto Stock Exchange under the symbol SRHI.
How many shares does Sprott Resource Holdings Inc. ("SRH" or the "Company") have outstanding?
We have 510.5 million common shares issued and outstanding as at February 9, 2017.
Who is your transfer agent?
TSX Trust Company. For further information, please visit the transfer agent’s administrative agent’s website at www.tsxtrust.com
Do you have any warrants issued and outstanding?
There are currently 81.1 million warrants issued and outstanding.
I was a Canadian Adriana Resources Inc. (“ADI”) shareholder, when will I receive my warrants?
The CUSIP for your shares will change, however you do not need to take any action with your broker to receive the warrants. If you following the trading, please note the ticker symbol will change to SRHI on February 13 when the shares start trading on the TSX.
If you were a registered non-U.S. ADI shareholder, you will be issued a warrants certificate, which will be mailed to you after February 9. If you are a beneficial shareholder, the warrants were provided to the transfer agent on February 9, however it will take a few days for the warrants to be deposited into the same account where you held your ADI shares by your broker through CDS.
I was a US ADI shareholder, when will I receive my warrants?
There will be no change to the shares that you hold in your account other than the symbol change to SRHI.
Because of regulatory requirements imposed by the SEC, we can only distribute warrants to Accredited Investors in the United States. A copy of the Accredited Investor Certificate can be obtained by clicking here. Please review the Accredited Investor Certificate to determine whether you would qualify.
If you qualify, please scan and email the completed document and required additional materials per Schedule A to email@example.com. We do not require originals.
Please also provide us with the name of your broker and brokerage firm as well as an email address for your broker in the cover email with your documentation. Please also ensure that you include the number of ADI shares that you owned and provide registration instructions for the registration of your warrants certificate – please confirm this information with your broker. Please note that we will issue the warrants to you in certificate form that will be legended.
If you do not qualify, the warrants that would have been issued to you (0.25 warrants per ADI share owned as of February 8, 2017) will be sold, and the net proceeds will be delivered to you or may not be provided to you if under $10.
DTCC, the electronic clearing system in the US that your broker uses is providing further instructions to your brokerage firm relating to what the firm will be required to do now that the transaction has closed. Please mention this to your broker.
Will I receive warrants if I bought ADI shares on February 6, 7, or 8?
Trades done on February 6, 7 and 8 settled through the facilities of CDS (i.e. in Canadian accounts) will settle on February 8. ADI holders of record at the end of the business day on February 8 were eligible to receive the warrants. These warrants were issued on February 9 and will make their way to Canadian held accounts thereafter through CDS.
Trades settled through the facilities of DTCC (i.e. generally US accounts) will settle on normal T+3 settlement. ADI holders as of close of business on February 8 that qualify as US accredited investors (see above) are eligible to receive the warrants – this means that the determination relating to the holders of record will be made as of close of business on February 13 which is when trades from February 8 will settle. Physical warrants certificates will be issued after February 16 to qualifying US accredited investors and the sale of warrants issued on behalf of ADI holders that do not qualify as accredited investors will be sold February 16 onwards. Please ensure that your broker/dealer is mindful of the instructions from DTCC relating to this corporate transaction.
What is the relationship between SRH and Sprott Consulting Limited Partnership (“SCLP”)?
SCLP manages the affairs of SRH pursuant to the terms of a Management Services Agreement (the “MSA”). In addition, Sprott Resource Consulting Limited Partnership (“SRHLP” or the “Managing Partner”), a subsidiary of SCLP, manages Sprott Resource Partnership (“SRP” or the “Partnership”) pursuant to the terms of a Third Amended and Restated Partnership Agreement (the “Partnership Agreement”).
Where can I get a copy of the MSA?
A copy of the MSA can be obtained by clicking here.
Where can I get a copy of the Partnership Agreement?
A copy of the Partnership Agreement can be obtained by clicking here.
What fees does SRH pay to SCLP?
In consideration for the management and administrative services provided by SCLP to SRH pursuant to the MSA, we pay a quarterly management services fee to SCLP equal to 0.5% of the Quarterly Net Asset Value of SRH for such fiscal quarter, less the total remuneration paid directly by SRH to all persons nominated by SCLP as employees, officers or directors of SRH who provide investment management services to SCLP. The “Quarterly Net Asset Value of SRH” on each valuation date is the amount equal to the average of the Net Asset Value of SRH (as defined in the MSA) as at the end of such fiscal quarter and the Net Asset Value of SRH as at the end of the immediately preceding fiscal quarter.
What is SRP?
SRH invests and operates in the natural resource sector through SRP. Substantially all of the holdings of SRH are held by SRP. The only assets not held by SRP are those assets necessary to administer the public company. SRH owns approximately 99.99% of SRP, with the Managing Partner owning the remaining approximate 0.01%.
The Managing Partner holds all non-voting partnership units and, within the terms and conditions established by SRH, will manage SRP's investment activities and assets, and administer the day-to-day operations of SRP. The Managing Partner has the power and authority to transact the business of SRP and to deal with and in SRP's assets for the use and benefit of SRP, except as limited by any direction of the Board of Directors of SRH (the “Board”), and subject to certain limits on authority established from time to time by the Board.
The Managing Partner may be removed as managing partner of SRP by way of a Special Resolution (as defined in the Partnership Agreement) approved by the Ordinary Partners (as defined in the Partnership Agreement) of SRP. SRH is currently the only Ordinary Partner of SRP.
How are the profits of SRP Distributed?
SRH is entitled to receive, on an annual basis, out of the net profits of SRP for the fiscal year, an amount equal to the net profits of SRP for such fiscal year.
What is the relationship between SRH and Sprott Inc.?
We have common officers and directors with Sprott Inc. As well, Sprott Inc. is the sole limited partner of SCLP, the manager of SRH. SRH has a standing Conflict Resolution Committee composed solely of independent directors of the Company. The Conflict Resolution Committee is responsible for making recommendations to the Board regarding matters in respect of which those members of the Board who are nominees of Sprott Inc., may have a conflict of interest due to their relationship with Sprott Inc.
Do you have a stock option plan?
Yes. The Company has a stock option plan for employees and directors of the Company. There are 5,250,000 options outstanding as at December 31, 2016 and 5,050,000 as at February 9, 2017.
Do you have a deferred share unit ("DSU") plan?
Yes. On August 13, 2013, Sprott Resource Corp. ("SRC") adopted a deferred share unit ("DSU") plan for the independent directors of SRC and issued DSU’s to independent directors of SRC in 2013 and 2014. There are 401,040 deferred share units outstanding as at December 31, 2016 and as at February 9, 2017. There are no current plans to issue DSUs to the directors and officers of the Company in the future.
Is there an equity incentive plan for employees and directors?
Yes. On May 21, 2014 the Company adopted the Sprott Resource Corp. 2014 Employee Profit Sharing Plan (the “EPSP”) an equity incentive plan for its eligible full time employees and directors (collectively, the “Members”). Pursuant to the EPSP, Common Shares may be purchased in the open market or from a third party by the independent trustee(s) under the EPSP and the Common Shares so purchased shall be designated for the account of the particular Member in accordance with the Company’s written direction. Members shall have no interest in or entitlement to such awards until such time as the awards have been distributed to him or her or disposed of by the EPSP, in accordance with the terms of the EPSP and the Member’s applicable employment or other contract entitling him or her to benefits under the EPSP. There are 951,560 unvested common shares held by the EPSP as at September 30, 2016.
What is your current NAV (net asset value)?
We do not disclose our NAV on a current basis. Our net assets (total asset less total liabilities) as of the most recently completed quarter can be obtained from our consolidated financial statements.
Where can I access your latest financial reports and other regulatory filings?
Please click here to access our latest financial reports. All regulatory filings, including financial reports, can be found on SEDAR (www.sedar.com).