Sprott Power Consulting Limited Partnership Files Early Warning Report

TORONTO, June 3, 2013 /CNW/ - Sprott Power Consulting Limited Partnership ("Sprott LP") has today filed an early warning report advising of its current and anticipated holdings of Sprott Power Corp. (the "Issuer"). Pursuant to a transition agreement entered into between Sprott LP and the Issuer dated February 10, 2013 (the "Transition Agreement"), Sprott LP expects to acquire ownership of up to 6,977,555 common shares (the "Acquired Shares") of the Issuer on or prior to July 31, 2013 (the "Termination Date"). The Acquired Shares will be issued from treasury, and following the acquisition are expected to represent up to approximately 9.28% of the Issuer's currently outstanding common shares ("Issuer Shares").

In addition, Sprott Flow Through 2012 LP (and its manager, Sprott Asset Management LP), Exploration Capital Partner 2000 LP (and its manager Resource Capital Investments Corp.), Eric Sprott, Kevin Bambrough, Peter Grosskopf, Sprott Consulting LP, Arthur Einav, Sprott Global Resource Investments, Ltd., Sprott Asset Management USA Inc., Martin Lim, Donald Bartlett, Hugh Campbell, Kevin Gilbride, Stephen Yuzpe and Michael Neylan (collectively, the "Sprott Entities") may be considered joint actors with Sprott LP in connection with its investment in the Issuer. After giving effect to the acquisition, Sprott LP and the Sprott Entities will own, or exercise control or direction over, an aggregate of up to 11,958,626 Issuer Shares, warrants (the "Issuer Warrants") exercisable for an aggregate of 780,221 Issuer Shares and options (the "Issuer Options") exercisable for an aggregate of 644,427 Issuer Shares, as of the Termination Date. Based on the number of currently outstanding Issuer Shares (as reported by the Issuer) and assuming the issuance of the Acquired Shares, the exercise of the Issuer Warrants and the exercise of the Issuer Options, Sprott LP and the Sprott Entities together will own or exercise control or direction over up to approximately 17.47% of the outstanding Issuer Shares.

The Acquired Shares will be issued by the Issuer in satisfaction of a $7,326,433 payment owing to Sprott LP under the Transition Agreement. The Transition Agreement provides that each Issued Share is valued at the greater of $1.05 and the 20 day volume weighted average trading price of the Issuer Shares as at the Termination Date. Sprott LP's anticipated acquisition of up to 6,977,555 Issuer Shares assumes that these shares will be issued at a minimum value of $1.05 each.

Sprott LP will acquire the Acquired Shares in accordance with the Transition Agreement in consideration for the Class B units Sprott LP holds of SP Operating Limited Partnership and SP Development Limited Partnership. The securities described therein are held for investment purposes. Depending on market and other conditions, Sprott LP may from time to time in the future increase or decrease its ownership, control or direction over such securities or other securities of the Issuer, through market transactions, private agreements or otherwise.

The issuance of this press release is not an admission that an entity named herein owns or controls any securities described herein or is a joint actor with another entity named in the early warning report referred to in this press release.

SOURCE Sprott Power Consulting Limited Partnership

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