VANCOUVER, April 26, 2017 /CNW/ - Sandstorm Gold Ltd.
("Sandstorm") (NYSE MKT: SAND, TSX: SSL) and Mariana Resources Ltd.
("Mariana") (TSX.V: MARL, AIM: MARL) are pleased to announce that
the board of directors of Sandstorm and the independent directors
of Mariana have reached an agreement on the terms of a recommended
share and cash acquisition by which the entire issued ordinary
share capital of Mariana (that Sandstorm does not already own) will
be acquired by Sandstorm by means of a Court-sanctioned scheme of
arrangement under Part VIII of the Companies (Guernsey) Law (the
"Combination").
Highlights of the Combination
- The Combination is expected to create a leading mid-tier stream
and royalty company (the "Combined Group"), delivering significant
benefits to shareholders of Mariana and Sandstorm. The Combined
Group will have:
-
- A diversified portfolio of 155 streams and royalties including
20 producing, 23 development-stage, 26 advanced exploration-stage
and 86 exploration-stage assets (the "Stream and Royalty
Portfolio"). Of the projects that make up the Stream and Royalty
Portfolio, 63% are located in North
America, 19% in South
America, 12% in Asia, 3% in
Africa and 3% in Australia.
- A 30% incorporated joint venture interest ("JV") in the
high-grade, gold-copper, development-stage Hot Maden project in
northeast Turkey ("Hot Maden").
Sandstorm intends to move from the current position of equity
participation in the JV to converting the Combined Group's interest
into a gold stream, providing the potential to more than double
attributable gold equivalent production once in full operation. At
present the Combined Group has not begun soliciting interest in a
conversion transaction and intends to conduct such solicitation in
the future after Hot Maden has undergone several de-risking and
value creating milestones.
-
- Hot Maden is expected to be a straightforward, low capital cost
project with estimated initial construction capital requirements of
US$169 million (US$51 million attributed to the 30% JV interest).
The high-grade nature of the orebody and its wide mineralized zones
provide the potential for a low cost mining operation, with
estimated all-in sustaining costs of less than US$400 per ounce gold-equivalent, which if
achieved would lead to significant cash flow generation from the
project.
- Hot Maden will continue to be managed by Turkish company Lidya
Madencilik Sanayi ve Ticaret A.S. ("Lidya"), the 70% JV partner at
Hot Maden. Lidya is an experienced Turkish company and is part of
Çalık Holding, a Turkish conglomerate with several business lines
including energy, telecommunication, finance, construction,
textiles and mining. Lidya is currently partnered with Alacer Gold
Corp. on the producing Çöpler mine and the development-stage
Gediktepe and Kartaltepe projects in Turkey.
- An interest in the remaining exploration properties of Mariana
with a focus on gold, silver and associated metals in Côte
d'Ivoire, Turkey, and Argentina (the "Exploration Properties").
Following completion of the Combination, Sandstorm intends to
spin-out the Exploration Properties into a separate company (the
"SpinCo"), with the Combined Group retaining royalty interests over
the Exploration Properties and equity in the SpinCo.
- Following the Combination, the Combined Group will maintain a
strong balance sheet with significant available liquidity from its
US$110 million revolving credit
facility and strong cash flow from operations to fund Sandstorm's
ongoing strategy of future stream and royalty acquisitions. The
Combined Group will also have a portfolio of equity and debt
investments in other mining companies which is intended to be
monetized to support the Combined Group's ongoing acquisition
strategy in due course.
- Cash currently remaining in the Mariana Group of approximately
US$5 million as at April 25, 2017, being the last Business Day
before the date of this Announcement, which is expected to be
sufficient to fund Mariana's ongoing pro rata share of development
programmes and cash calls for the Hot Maden JV until January 2018 as well as furthering exploration as
prioritised in Mariana's area of focus.
- Superior market liquidity for Mariana Shareholders. Over the
last 15 months, the daily dollar trading volume of Sandstorm has
averaged approximately US$10 million
between the NYSE MKT and TSX.
- Experienced management team which has completed more than
US$2 billion in stream and royalty
transactions. On completion of the Combination, Nolan Watson will be President and Chief
Executive Officer of the Combined Group and Glen Parsons will continue to manage the
Exploration Properties furthering the advancement up the
development curve.
Commenting on today's announcement, Nolan Watson, President and Chief Executive
Officer of Sandstorm said:
"We believe that, by combining Mariana and Sandstorm and
converting the Hot Maden JV interest into a gold stream, we can
unlock the inherent value of Hot Maden and deliver the optimal
outcome for shareholders without incurring further equity dilution
to finance the interest in Hot Maden. We believe that Hot Maden is
a unique asset with a robust cash flow profile and will be an
anchor gold stream asset that has the potential to more than double
Sandstorm's attributable gold equivalent production once in full
operation. We are confident in Lidya as the operating partner at
Hot Maden and we look forward to watching the project advance
towards production and the mineralization expand through continued
exploration.
The Combination is expected to transform the Combined Group into
a leading mid-tier streaming and royalty company and our focus will
be growth by acquisition with the primary objective being to add
streams and royalties on quality projects with exploration upside,
with the balance of Mariana's exploration portfolio contributing to
this. We believe that we are well positioned to continue to execute
on our growth plans with significant available liquidity from our
US$110 million revolving credit
facility and a portfolio of equity and debt investments in other
mining companies that we plan to monetize."
Commenting on today's announcement, John
Horsburgh, Non-Executive Chairman of Mariana said:
"The independent directors recommend that Mariana Shareholders
approve this Combination. The Combination with a company such as
Sandstorm not only de-risks Mariana's exposure as a single
development/production asset company but provides a stronger
diverse platform and ability to finance the development of the 30%
owned high grade gold-copper discovery at Hot Maden in Turkey. The terms of the Combination represent
a significant and attractive premium to the market price of Mariana
Shares. The Consideration includes a cash consideration amount and
a new Sandstorm share consideration amount component that provides
an opportunity for Mariana Shareholders to participate in the
upside of Hot Maden, as it advances to production, as well as
exposure to the existing Mariana Exploration Properties and the
Combined Group's streaming and royalty portfolio. The independent
directors have also taken into account the high liquidity of
Sandstorm Shares in arriving at this recommendation."
Terms of the Combination
Under the terms of the Combination, Mariana shareholders will
receive 28.75 pence in cash and
0.2573 of a Sandstorm share for each one Mariana share held. The
Combination values Mariana at approximately 110 pence per Mariana share based on the closing
price of US$4.04 per Sandstorm Share
on the NYSE MKT and a currency exchange rate of £0.7788 per USD, on
April 25, 2017.
The terms of the Combination represent a premium of
approximately 84% to the closing price of 59.50 pence per Mariana share on April 25, 2017 and a premium of approximately 88%
to the 20-day VWAP per Mariana share.
If successful, the Combination will result in Mariana
shareholders, together, owning approximately 19.0% of the ordinary
share capital of the Combined Group.
Sandstorm holds 8,980,243 Mariana shares, representing
approximately 7.0% of the issued ordinary share capital of Mariana,
and Mariana warrants over a further 4,490,122 Mariana shares.
Voting Support and Board Approval
The Mariana independent directors have unanimously approved the
Combination and intend to recommend that Mariana shareholders vote
in favour of the Combination as they have irrevocably undertaken to
vote in favour of the Scheme at the Guernsey Court Meeting and the
resolutions to be proposed at the General Meeting in respect of, in
aggregate, 905,050 Mariana Shares representing approximately 0.71%
of the issued ordinary share capital of Mariana on April 25, 2017.
In addition to the irrevocable undertakings from the Mariana
independent directors, Sandstorm has also received irrevocable
undertakings from each of Australian Investors Pty Ltd and
AngloGold Ashanti Holdings Plc to vote in favour of the Scheme at
the Guernsey Court Meeting and the resolutions to be proposed at
the General Meeting in respect of, in aggregate, 8,718,089 Mariana
Shares, representing approximately 6.80% of Mariana's issued
ordinary share capital on April 25,
2017.
Sandstorm has therefore received irrevocable undertakings to
vote in favour of the Scheme at the Guernsey Court Meeting and the
resolutions to be proposed at the General Meeting in respect of, in
aggregate, 9,623,139 Mariana Shares representing, in aggregate,
approximately 7.51%. of the issued ordinary share capital of
Mariana on April 25, 2017.
Glen Parsons and Eric Roth have irrevocably undertaken to vote in
favour of those resolutions to be proposed at the General Meeting
on which they are entitled to vote in respect of, in aggregate,
986,621 Mariana Shares representing approximately 0.77% of the
issued ordinary share capital of Mariana on April 25, 2017.
The issuance of the Sandstorm shares, including those issuable
on exercise of any Mariana warrants and the Mariana options on a
post-closing basis, is subject to approval by the Toronto Stock
Exchange and the NYSE MKT.
About Mariana Resources
Mariana is an exploration and development company with an
extensive portfolio of gold, silver, and copper projects in
Turkey, South America, and Côte d'Ivoire. Mariana's
most advanced asset is the Hot Maden gold‐copper project in
northeast Turkey, which is a joint
venture with Turkish partner Lidya (30% Mariana and 70% Lidya). The
JV holds 1 operating licence and 3 exploration licences comprising
a total land area of 73.9 km2. On
January 17, 2017, Mariana released
the results of a technical report entitled "National Instrument
43-101 Technical Report Preliminary Economic Assessment Hot Maden
Gold Copper Project Artvin Province, Turkey" with an effective date of March 1, 2017 (the "Hot Maden PEA") which
demonstrated robust estimated economics (after‐tax NPV
and IRR of US$1.37 billion and 153%,
respectively) based on a development scenario incorporating an
underground mining operation and processing facility for the
production of two concentrates (a copper‐gold concentrate and a
gold-pyrite concentrate). Note that the Hot Maden PEA is
preliminary in nature as it includes Indicated and Inferred Mineral
Resources that are considered too speculative geologically to have
the economic considerations applied to them that would enable them
to be categorized as Mineral Reserves. Mineral Resources that are
not Mineral Reserves do not have demonstrated economic viability,
and as such there is no certainty that the preliminary assessment
and economics will be realized. The Hot Maden PEA was based on
the June 2016 mineral resource estimate completed by RPM,
which calculated resources (100% basis) by category of:
- Indicated (Main Zone): 7.1 million tonnes ("Mt") grading 12.2
g/t gold and 2.3% copper for contained metal of 2.79 Moz of gold
and 166 thousand tonnes ("kt") of copper (3.43 Moz of gold
equivalent)
- Inferred (Main Zone): 0.7 Mt grading 2.7 g/t gold and 0.9%
copper for contained metal of 0.06 Moz of gold and 7 kt of copper
(0.09 Moz of gold equivalent)
- Inferred (Southern Zone): 1.3 Mt grading 7.2 g/t gold and 0.7%
copper for contained metal of 0.31 Moz of gold and 10 kt of copper
(0.35 Moz gold equivalent)
Hot Maden Resource Estimate
Hot Maden Main
Deposit (2 g/t AuEq Cut-Off)
|
Indicated
Mineral Resource
|
Domain
|
Tonnes
|
Au
(g/t)
|
Cu
(%)
|
Zn
(%)
|
AuEq
(g/t)
|
Au
Ounces
|
Cu
Tonnes
|
AuEq
Ounces
|
Main Zone
LG
|
463,000
|
1.1
|
1.1
|
0.3
|
2.4
|
17,000
|
5,000
|
36,000
|
Main Zone
HG
|
4,501,000
|
3.9
|
1.9
|
0.2
|
6.3
|
570,000
|
87,000
|
908,000
|
Main Zone
UHG
|
2,086,000
|
32.7
|
3.5
|
0.1
|
36.9
|
2,195,000
|
73,000
|
2,476,000
|
Mixed Gold-Zinc
Zone
|
17,000
|
7.5
|
3.1
|
3.6
|
11.2
|
4,000
|
1,000
|
6,000
|
Peripheral
Lodes
|
60,000
|
2.1
|
0.4
|
0.4
|
2.5
|
4,000
|
‒
|
5,000
|
Total
|
7,127,000
|
12.2
|
2.3
|
0.2
|
15.0
|
2,790,000
|
166,000
|
3,431,000
|
|
|
Inferred
Mineral Resource
|
Domain
|
Tonnes
|
Au
(g/t)
|
Cu
(%)
|
Zn
(%)
|
AuEq
(g/t)
|
Au
Ounces
|
Cu
Tonnes
|
AuEq
Ounces
|
Main Zone
LG
|
395,000
|
1.7
|
0.9
|
0.03
|
2.8
|
21,000
|
4,000
|
35,000
|
Main Zone
HG
|
31,000
|
3.9
|
1.6
|
0.1
|
5.8
|
4,000
|
‒
|
6,000
|
Main Zone
UHG
|
6,000
|
39.1
|
2.1
|
0.01
|
41.6
|
7,000
|
‒
|
8,000
|
Mixed Gold-Zinc
Zone
|
4,000
|
1.7
|
0.4
|
2.4
|
2.2
|
‒
|
‒
|
‒
|
Peripheral
Lodes
|
282,000
|
3.2
|
0.9
|
0.1
|
4.3
|
29,000
|
2,000
|
38,000
|
Total
|
718,000
|
2.7
|
0.9
|
0.1
|
3.8
|
62,000
|
7,000
|
88,000
|
|
|
Hot
Maden South Deposit (2 g/t AuEq Cut-Off)
|
Inferred
Mineral Resource
|
Domain
|
Tonnes
|
Au
(g/t)
|
Cu
(%)
|
Zn
(%)
|
AuEq
(g/t)
|
Au
Ounces
|
Cu
Tonnes
|
AuEq
Ounces
|
South Zone
LG
|
396,000
|
2.8
|
0.7
|
‒
|
3.6
|
35,000
|
3,000
|
46,000
|
South Zone
HG
|
583,000
|
5.3
|
0.7
|
‒
|
6.1
|
98,000
|
4,000
|
114,000
|
South Zone
UHG
|
224,000
|
22.2
|
1.0
|
‒
|
23.4
|
160,000
|
2,000
|
169,000
|
Mixed Gold-Zinc
Zone
|
44,000
|
9.0
|
1.0
|
3.2
|
10.2
|
13,000
|
‒
|
15,000
|
Peripheral
Lodes
|
104,000
|
1.9
|
0.3
|
‒
|
2.2
|
6,000
|
‒
|
7,000
|
Total
|
1,352,000
|
7.2
|
0.7
|
0.1
|
8.1
|
313,000
|
10,000
|
351,000
|
Notes:
|
|
1.
|
*Au Equivalence
(AuEq) was calculated using a 100 day moving average of
US$1,215/ounce for Au and US$2.13/pound for Cu as of May 29, 2016.
No adjustment has been made for metallurgical recovery or net
smelter return as these remain uncertain at this time. Based on
grades and contained metal for Au and Cu, it is assumed that both
commodities have reasonable potential to be economically
extractable.
|
|
a.
|
The formula used for
Au equivalent grade is: AuEq g/t = Au + [(Cu% x 22.0462 x
2.13)/(1215/31.1035)] and assumes 100% metallurgical
recovery.
|
|
b.
|
Au equivalent ounces
are calculated by multiplying Mineral Resource tonnage by Au
equivalent grade and converting for ounces. The formula used for Au
equivalent ounces is: AuEq Oz = [Tonnage x AuEq grade
(g/t)]/31.1035.
|
2.
|
Mineral Resource
grades are estimated in accordance with the JORC Code.
|
3.
|
Mineral Resources are
reported on a dry in-situ basis.
|
Due to insider holdings in Mariana, the transaction may be
considered to be a "related party transaction" under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). Sandstorm intends to rely on
the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a)
of MI 61-101 because at the time the transaction was agreed to,
neither the fair market value of the subject matter of, nor the
fair market value consideration for the transaction, as it related
to insiders, exceeded 25% of Sandstorm's market
capitalization.
Advisors and Legal Counsel
Sandstorm's financial advisor is KPMG LLP. Norton Rose Fulbright
LLP (England), Carey Olsen (Guernsey), Cassels Brock & Blackwell LLP (Canada), and Neal, Gerber & Eisenberg LLP
(United States) are acting as
legal counsel to Sandstorm.
Mariana's financial advisors are RFC Ambrian Limited and Raymond
James Ltd. Watson Farley & Williams LLP (England), Mourant Ozannes (Guernsey), and
Gowling WLG LLP (Canada) are
acting as legal counsel to Mariana.
Webcast & Conference Call Details
A conference call will be held on April
26, 2017 started at 8:00 am
PDT to further discuss the Combination. To participate in
the conference call, use the following dial-in numbers and
conference ID, or join the webcast using the link below:
North America Toll Free: 888 390
0546
U.K. Local: +44 08006522435
Conference ID: 75483188
Webcast URL: http://ow.ly/CDou30bafh0
Qualified Person
Mr. Eric Roth, a qualified person
under NI 43-101, has reviewed the Hot Maden PEA on behalf of
Sandstorm. To the best of Sandstorm's knowledge, information and
belief, there is no new material scientific or technical
information that would make disclosure of the mineral resource or
Hot Maden PEA inaccurate or misleading. The technical and
scientific information contained in this press release has also
been reviewed and approved by Mr. Roth.
For additional information, readers should refer to the Hot
Maden PEA, which is available under Mariana's profile at
www.sedar.com. There are no material differences between the
CIM Definition Standards and the equivalent definitions in the JORC
Code.
Rule 2.7 Announcement
To view the Rule 2.7 announcement, please click on the following
link: www.sandstormgold.com/transaction.
As Mariana is listed in London the Combination is subject to UK
takeover regulation and, as Sandstorm shares are being offered as
consideration, there are certain public disclosure requirements
imposed on Sandstorm shareholders who have positions or deal in
Sandstorm shares and/or Mariana shares which are described in
detail below.
Disclosure requirements of the UK Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm
(London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
ABOUT SANDSTORM GOLD
Sandstorm Gold Ltd. is a gold streaming and royalty company.
Sandstorm provides upfront financing to gold mining companies that
are looking for capital and in return, receives the right to a
percentage of the gold produced from a mine. Sandstorm has acquired
a portfolio of 155 streams and royalties, of which 20 of the
underlying mines are producing. Sandstorm plans to grow through
accretive acquisitions of additional gold streams and
royalties.
For more information visit: www.sandstormgold.com
CAUTIONARY STATEMENT TO U.S.
SECURITYHOLDERS
None of the securities to be issued pursuant to the
Combination have been or will be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any state securities laws, and any securities issued pursuant to
the Combination are anticipated to be issued in reliance upon
available exemptions from such registration requirements pursuant
to Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws. The Guernsey court
will be informed of the intention to rely upon such exemption, in
part, on the basis of its approval of the Combination. [Mariana
Options and Mariana Warrants outstanding prior to the completion of
the Combination will remain outstanding under their terms and any
securities issuable upon exercise thereof, as permitted, have not
been and will not be registered under the Securities Act or
applicable state securities laws.] This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
The financial information included or incorporated by reference
in this press release has been prepared in accordance with IFRS,
which differs from US GAAP in certain material respects, and thus
are not directly comparable to financial statements prepared in
accordance with US GAAP.
Information in this document or in the documents referenced
herein concerning the properties and operations of Sandstorm and of
Mariana has been prepared in accordance with requirements and
standards under securities laws, which differ from the requirements
of US securities laws. The terms "mineral resource", "measured
mineral resource", "indicated mineral resource" and "inferred
mineral resource" used in this or in the documents incorporated by
reference herein are mining terms as defined in accordance with NI
43-101 under guidelines set out in the Definition Standards for
Mineral Resources and Mineral Reserves adopted by the Canadian
Institute of Mining, Metallurgy and Petroleum Council on
11 December 2005. While the terms
"mineral resource", "measured mineral resource", "indicated mineral
resource" and "inferred mineral resource" are recognized and
required by securities laws other than the requirements of US
securities laws, they are not recognized by the SEC. Disclosure of
contained ounces are or may be permitted disclosure under
regulations applicable to Mariana and Sandstorm; however, the SEC
normally only permits issuers to report resources as in place
tonnage and grade without reference to unit of production measures.
As such, certain information contained in this document or in the
documents incorporated by reference herein concerning descriptions
of mineralization and mineral resources under these standards may
not be comparable to similar information made public by US
companies subject to reporting and disclosure requirements of the
SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
Except for the statements of historical fact contained herein,
the information presented constitutes "forward-looking statements",
within the meaning of the U.S. Securities Act of 1933, the U.S.
Securities Exchange Act of 1934, the Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities legislation,
concerning the business, operations and financial performance and
condition of Sandstorm Gold Ltd. ("Sandstorm"). Forward-looking
statements include, but are not limited to, statements with respect
to planned exploration, guidance on estimated production, cash flow
and information and expectations about the acquisition of Mariana,
the future price of gold, the estimation of mineral reserves and
resources, realization of mineral reserve estimates, the timing and
amount of estimated future production. Forward-looking statements
can generally be identified by the use of forward-looking
terminology such as "may", "will", "expect", "intend", "estimate",
"anticipate", "believe", "continue", "plans", or similar
terminology.
Forward-looking statements are made based upon certain
assumptions and other important factors that, if untrue, could
cause the actual results, performances or achievements of Sandstorm
to be materially different from future results, performances or
achievements expressed or implied by such statements. Such
statements and information are based on numerous assumptions
regarding present and future business strategies and the
environment in which Sandstorm will operate in the future,
including the price of gold and anticipated costs. Certain
important factors that could cause actual results, performances or
achievements to differ materially from those in the forward-looking
statements include, amongst others, the ability to successfully
integrate operations and realize the anticipated benefits, gold
price volatility, discrepancies between actual and estimated
production, mineral reserves and resources and metallurgical
recoveries, mining operational and development risks relating to
the parties which produce the gold Sandstorm will purchase,
regulatory restrictions, activities by governmental authorities
(including changes in taxation), currency fluctuations, the global
economic climate, dilution, share price volatility and
competition.
Forward-looking statements are subject to known and unknown
risks, uncertainties and other important factors that may cause the
actual results, level of activity, performance or achievements of
Sandstorm to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: delays or failure to complete the transactions
described herein, failure to obtain shareholder or regulatory
approvals, the impact of general business and economic conditions,
the absence of control over mining operations from which Sandstorm
will purchase gold and risks related to those mining operations,
including risks related to international operations, government and
environmental regulation, actual results of current exploration
activities, conclusions of economic evaluations and changes in
project parameters as plans continue to be refined, risks in the
marketability of minerals, fluctuations in the price of gold,
fluctuation in foreign exchange rates and interest rates, stock
market volatility, as well as those factors discussed in the
section entitled "Risks to Sandstorm" in Sandstorm's annual report
for the financial year ended December 31,
2016 available at www.sedar.com. Although Sandstorm has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Sandstorm does
not undertake to update any forward looking statements that are
contained or incorporated by reference, except in accordance with
applicable securities laws.
SOURCE Sandstorm Gold Ltd.