Andrew Redleaf and Whitebox Advisors, LLC

September 22, 2009 15:01 ET

Andrew Redleaf and Whitebox Advisors, LLC: Holdings in Strategic Resource Acquisition Corporation

TORONTO, ONTARIO--(Marketwire - Sept. 22, 2009) - Pursuant to an Order of the Ontario Superior Court of Justice dated June 26, 2009 approving the plan of compromise and arrangement (the "Plan") of Strategic Resource Acquisition Corporation (the "Issuer"), the Whitebox Filers acquired control or direction over 22,111,261 voting common shares of the Issuer issued from treasury (the "Plan Shares") on August 4, 2009, being the date that the Monitor's Certificate was filed with the court.

The Whitebox Filers acquired control or direction over the Plan Shares as a result of the issuance of the Plan Shares pursuant to the Plan. The Plan Shares were issued in exchange for certain debt of the Issuer beneficially owned by the Whitebox Filers or over which the Whitebox Filers had control or direction.

As of September 22, 2009, the Whitebox Filers exercise control or direction over 25,256,561 common shares of the Issuer ("Common Shares"), representing approximately 25.83% of the Issuer's issued and outstanding Common Shares, based on a total of 97,761,075 Common Shares issued and outstanding. The number of Common Shares issued and outstanding has been calculated based on the Issuer having 39,106,427 Common Shares issued and outstanding before the settlement (as reported on the NEX website), and an additional 58,654,648 Common Shares that were issued pursuant to the Plan (as reported in the Issuer's press release dated August 17, 2009). All such Common Shares are beneficially owned by the Whitebox Entities (as defined below), with the exception of 3,175,249 and 1,184,325 Common Shares held by GPC LIX, LLC and HFR RVA Combined Master Trust, respectively, over which the Whitebox Filers exercise control or direction.

The Common Shares in the portfolio of the Whitebox Entities were, and are being, acquired, in the ordinary course of business of the Whitebox Entities. The Whitebox Filers expect to evaluate on an ongoing basis the Issuer's financial condition, business, operations and prospects, the market price of the Common Shares, conditions in the securities markets generally, general economic conditions and industry conditions and other factors. Depending on such review, and subject to the conditions below, the Whitebox Filers may make additional purchases or may sell or transfer Common Shares over which they may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Shares or other securities. In addition or in the alternative, the Whitebox Filers may cause any of the Whitebox Entities to distribute in kind to their respective partners or shareholders, as the case may be, Common Shares or other securities. Any such transactions may be effected at any time or from time to time subject to applicable law. Other than as described above, none of the Whitebox Filers has any plan or proposal relating to or that would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any other material change in the Issuer's business or corporate structure; (e) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (f) a class of securities of the Issuer being delisted; (g) a class of equity securities of the Issuer becoming eligible for termination of registration; or (h) any action similar to those enumerated above.

Andrew Redleaf is the managing director and controlling shareholder of Whitebox Advisors LLC, which is the managing director of the general partners of each of the Whitebox Entities that directly own the Common Shares as indicated in the chart above. As such, the Whitebox Filers may be considered to exercise control or direction over the Common Shares beneficially owned by Whitebox Combined Partners LP, Whitebox Hedged High Yield Partners LP, DRE Partners LP and F-Cubed Partners LP (collectively, the "Whitebox LPs"). Whitebox Advisors LLC, is also the investment advisor to HFR RVA Combined Master Trust and GPC LIX, LLC, which are separately managed accounts. As such, the Whitebox Filers may be considered to exercise control or direction over the Common Shares beneficially owned by HFR RVA Combined Master Trust and GPC LIX, LLC (the "Managed Accounts"). However, the Whitebox Filers disclaim any beneficial ownership over Common Shares held by the Managed Accounts and the Whitebox LPs, except to the extent of their pecuniary interest, if any, therein.

The Whitebox Filers disclaim any beneficial ownership over such Common Shares, except to the extent of their pecuniary interest, if any, therein.

The address of Mr. Redleaf, the Manager and Whitebox Advisors LLC is 3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416-4675.

A copy of the early warning report filed by Mr. Redleaf and Whitebox Advisors, LLC in connection with acquisitions referred to in this press release may be obtained from Mark Strefling, Chief Legal Officer of Whitebox Advisors, LLC at (612) 253-6018.

Contact Information

  • Whitebox Advisors, LLC
    Mark Strefling
    Chief Legal Officer
    (612) 253-6018