TORONTO, Oct. 13 /CNW/ -- Sprott Resource Corp. (TSX: SCP) - Sprott Resource Corp. ("SRC") is pleased to announce that its wholly-owned subsidiary Orion Oil & Gas Ltd. (formerly 1491542 Alberta Ltd.) ("Orion") and Wintraysan Capital Corp. ("Wintraysan" or the "Corporation") have entered into a letter agreement dated October 13, 2009 (the "Letter Agreement"), whereby the Corporation has agreed to acquire all of the currently issued and outstanding securities, including common shares of Orion (the "Orion Shares") via the issuance of approximately 870,000,000 common shares or other securities convertible into common shares in the capital of the Corporation (the "Wintraysan Shares"), which will be issued on the basis of three (3) Wintraysan Shares for every one (1) Orion Share (the "Exchange Ratio").

Wintraysan is a "capital pool company" as defined under the policies of the TSX Venture Exchange (the "Exchange") and intends for the proposed acquisition (the "Proposed Qualifying Transaction") to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the Exchange. The Proposed Qualifying Transaction will be an arm's length transaction as the directors and officers of Wintraysan currently have no interest in Orion.

Orion was recently incorporated for the purposes of entering into an acquisition agreement to purchase all of the issued and outstanding common shares of Auriga Energy Inc. ("Auriga") (see press release issued on September 28, 2009). Auriga is a private Alberta oil and gas company with assets in the Kaybob, Redwater and Bigstone areas of Alberta. It is expected that Orion will complete its acquisition of all of the issued and outstanding securities of Auriga on October 20, 2009 and in any event no later than November 15, 2009.

Upon completion of the Proposed Qualifying Transaction, the board and management team of the Corporation will be reconstituted such that the board of directors will be comprised of Kent Jespersen (Chairman), Gary Guidry, Paul Dimitriadis (COO and General Counsel of SRC), Robert B. Hodgins and another independent director yet to be appointed and the officers of the Corporation will be Gary Guidry (President and Chief Executive Officer) and Douglas Allen (Chief Financial Officer).

Upon completion of the Proposed Qualifying Transaction, the Corporation will be led by Gary Guidry, who has over 30 years of experience operating international oil and gas assets and who most recently served as Chief Executive Officer of Tanganyika Oil Company Ltd., which under Gary's leadership between May 2005 and December 2008, grew production to approximately 25,000 bbl/d with share price increasing from $6.50 to $31.50 per share at the time of its sale to Sinopec International Petroleum Exploration and Production Corporation in December 2008 for over $2.0 billion. Prior to this, Gary held positions including President and Chief Executive Officer of Calpine Natural Gas Trust, President and Senior Vice-President of AEC International and various senior management positions with Canadian Occidental Petroleum.

Douglas Allen was most recently the Senior Vice-President, Finance and Chief Financial Officer of North American Oil Sands Corporation, which was sold to Statoil ASA for $2.2 billion in 2007.