Canadian Warrants

which up to 87,661,992 common shares will be issued and outstanding, and up
to 107,382,492 common shares will be reserved for issuance upon completion
of an initial public offering. An application has also been granted for the
listing of up to 27,427,500 warrants, 22.5 million of which will be issued
and outstanding, and 4,927,500 of which will be reserved for issuance upon
completion of the offering.

The common shares and warrants will be sold to the public in the form of
units at a price of $1 per unit. Each unit will consist of one common share
and one-half of one warrant. The units will separate immediately upon
closing of the offering. Each whole warrant entitles the holder thereof to
acquire one common share at an exercise price of $1.50 at any time before 5
p.m. (Toronto time) on the date that is three years following the closing
date of the offering.
Listing of the common shares and warrants will become effective at 5:01
p.m. on Tuesday, April 27, 2010, in anticipation of the offering closing on
Wednesday, April 28, 2010. The common shares and the warrants, other than
those which have not been distributed to the public, will be posted for
trading at the opening on April 28, 2010.

Common shares

Stock symbol: ST
Cusip: 86181P 10 4
Trading currency: Canadian dollars

Warrants

Stock symbol: ST.WT
Cusip: 86181P 11 2
Trading currency: Canadian dollars
Temporary market-maker: W.D. Latimer Co. Ltd.
Other markets: None

The common shares will be issued in certificated form. Registration of
interests in and transfers of the warrants will be made only through a
book-entry-only system administered by CDS Clearing and Depository Services
Inc. Warrants must be purchased, transferred and surrendered through a
participant of CDS. Upon purchase of any warrants, a holder of warrants
will receive only a confirmation from the registered dealer which is a CDS
Participant and from or through which the warrants are purchased.

The warrants will be created and issued pursuant to the terms of a warrant
indenture to be dated as of the closing date between the company and Equity
Transfer & Trust Company as warrant agent. The warrant indenture provides
for appropriate adjustments to the warrants in the event of stock
dividends, subdivisions, consolidations and other forms of capital
reorganization.

Additional information on the units may be found in the final prospectus
dated April 20, 2010, which is available on SEDAR. Capitalized terms not
otherwise defined are as defined in the prospectus.

Incorporation: The company was formed by articles of amalgamation under
the Business Corporations Act (Ontario) (OBCA) on Aug. 18, 2008, as a
result of the amalgamation of Stonegate Minerals Ltd. (SML) and 2173177
Ontario Ltd. (NumCo). SML was formed by articles of incorporation under the
OBCA on Sept. 27, 2006. NumCo was formed by articles of incorporation under
the OBCA on May 15, 2008.

Fiscal year-end: Dec. 31

Nature of business: The company is engaged in the business of acquiring,
exploring and developing agricultural nutrient projects, and is currently
focused on the exploration and development of the Mantaro project and the
Paris Hills project.

Transfer agent and registrar: Equity Transfer & Trust Company at its
principal office in Toronto

Distributions: The company has never declared or paid any dividends and
currently intends to retain future earnings, if any, to finance the
development and growth of its business, and does not intend to pay any cash
dividends on the common shares for the foreseeable future.

Initial public offering: Pursuant to the terms of the prospectus, a
maximum of 45 million units at a price of $1 per unit is being offered to
the public by GMP Securities LP, BMO Nesbitt Burns Inc., Canaccord
Financial Ltd., Wellington West Capital Markets Inc., CIBC World Markets
Inc., Dahlman Rose & Company LLC, Global Maxfin Capital Inc. and Toll Cross
Securities Inc., as underwriters. In addition, the underwriters have been
granted an overallotment option, exercisable in whole or in part, at any
time and from time to time, in the sole discretion of the underwriters, for
a period of 30 days from the closing of the offering, to purchase up to an
additional 6.75 million unit shares at a price of 95.31 cents per unit
share and up to an additional 3,375,000 warrants at a price of 9.38 cents
per warrant, or any combination thereof, to cover overallotments, if any,
and for market stabilization purposes.

Sprott Resource's Stonegate prices $45-million IPO

2010-04-21 07:17 MT - News Release
Stonegate Agricom Ltd., a subsidiary of Sprott Resource Corp. (SRC), has
obtained a receipt for its final prospectus filed with the securities
regulatory authorities in each of the provinces of Canada, other than
Quebec, and has entered into an underwriting agreement for its initial
public offering of 45 million units of Stonegate at a price of $1.00 per
unit. Each unit will consist of one common share of Stonegate and one-half
of one common share purchase warrant.

Each warrant will entitle the holder to acquire one common share of
Stonegate at an exercise price of $1.50 for a period of three years
following the closing of the offering. The offering will generate gross
proceeds of $45-million. Stonegate has granted to the underwriters an
overallotment option, exercisable for a period of 30 days from the date of
closing of the offering, to cover overallotments, if any, and for market
stabilization purposes. If such option is exercised in full, gross proceeds
of the offering will be $51.75-million. Closing of the offering is
scheduled for April 28, 2010, subject to customary closing conditions.

SRC owns 63,662,000 common shares or approximately 73 per cent of the
issued and outstanding common shares (on a non-fully diluted basis). SRC
has indicated that it will purchase 12 million units under the offering.
Assuming the offering closes and assuming SRC purchases 12 million units
under the offering, SRC will own 75,662,000 common shares on closing of the
offering or approximately 57 per cent of the issued and outstanding common
shares (on a non-fully diluted basis).

The underwriting syndicate for the offering is led by GMP Securities LP and
includes BMO Capital Markets, Canaccord Financial Ltd., Wellington West
Capital Markets Inc., CIBC World Markets Inc., Dahlman Rose & Company, LLC,
Global Maxfin Capital Inc., and Toll Cross Securities Inc.

Stonegate has received conditional approval for the listing of the common
shares and the warrants, and the common shares of Stonegate issuable upon
exercise of the warrants, on the Toronto Stock Exchange under the symbols
ST and ST.WT, respectively. Listing is subject to Stonegate fulfilling all
of the requirements of the TSX on or before July 7, 2010, including
distribution of the common shares and the warrants to a minimum number of
public holders.

A copy of Stonegate's final prospectus is available on SEDAR under
Stonegate's profile.