VANCOUVER, June 16, 2017 /PRNewswire/ - Sandstorm Gold Ltd.
("Sandstorm") (NYSE MKT: SAND, TSX: SSL) is pleased to announce the
results from the Guernsey Court Meeting and the Extraordinary
General Meeting held earlier today in connection with the
recommended combination of Mariana Resources Limited ("Mariana")
and Sandstorm (the "Combination"). Mariana Shareholders have voted
in favor of the Combination, which is to be implemented by way of a
court-sanctioned scheme of arrangement under Part VIII of the
Companies (Guernsey) Law, 2008 (the "Scheme"). At the meetings,
Mariana Shareholders voted to:
- Approve the Scheme by the requisite majority at the Guernsey
Court Meeting;
- Pass the Special Resolution in connection with the approval of
the Scheme and the amendment of the Mariana Articles at the
Extraordinary General Meeting; and
- Pass the Ordinary Resolution in connection with the
implementation of the retention arrangements at the Extraordinary
General Meeting.
Voting Results of the Guernsey Court Meeting
The resolution proposed at the Guernsey Court Meeting was
decided on a poll. A majority in number of those Scheme
Shareholders present and voting, either in person or by proxy,
representing approximately 96.3% per cent in value of all Scheme
Shares in respect of which votes were cast, voted in favour of the
Scheme. Accordingly, the resolution proposed at the Guernsey Court
Meeting was duly passed on a poll vote. The voting of those Scheme
Shareholders who cast votes either in person or by proxy at the
Guernsey Court Meeting was as follows:
|
Number
of
Scheme
Shares
Voted
|
Percentage
of Scheme
Shares
Voted
|
Number
of
Scheme
Shareholders
Who Voted
|
Percentage
of
Scheme
Shareholders
Who Voted
|
Number of
Scheme
Shares Voted as a
Percentage of Issued
Ordinary Share
Capital Entitled to
Vote on the Scheme
|
FOR
|
40,984,067
|
96.3%
|
57
|
90.5%
|
33.0%
|
AGAINST
|
1,583,551
|
3.7%
|
6
|
9.5%
|
1.3%
|
TOTAL
|
42,567,618
|
100.0%
|
63
|
100.0%
|
34.3%
|
Voting Results of the Extraordinary General Meeting
At the Extraordinary General Meeting, the Special Resolution and
the Ordinary Resolution were decided on a poll vote and duly
passed. The voting of those Mariana Shareholders who cast votes
either in person or by proxy at the Extraordinary General Meeting
was as follows:
Special Resolution
|
Number of
Votes
|
Percentage
of
Votes
|
FOR
|
32,680,763
|
94.9%
|
AGAINST
|
1,767,969
|
5.1%
|
TOTAL
|
34,448,732
|
100.0%
|
WITHHELD *
|
17,094
|
|
Ordinary Resolution
|
Number of
Votes
|
Percentage
of
Votes
|
FOR
|
30,431,704
|
94.5%
|
AGAINST
|
1,767,969
|
5.5%
|
TOTAL
|
32,199,673
|
100.0%
|
WITHHELD *
|
2,266,153
|
|
* A vote
withheld is not a vote in law and counts neither "For" nor
"Against" the Special Resolution or Ordinary Resolution.
|
Each of the Scheme and the Special Resolution were approved by a
simple majority of the votes cast thereon by the shareholders
present in person or by proxy and entitled to vote at each of the
Guernsey Court Meeting and the Extraordinary General Meeting,
respectively, after excluding Mariana shares beneficially owned or
over which control or direction is exercised by such persons whose
votes were not included in determining minority approval pursuant
to Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions.
Expected Timetable of Events and Next Steps
Completion of the Combination remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
conditions, including the aforementioned sanction of the Scheme. A
full list of the conditions to the implementation of the
Combination is included in the Scheme document.
The Government of the Republic of Cote
d'Ivoire has confirmed that no regulatory consents are
required as a result of the Combination.
A full list of the Conditions to the implementation of the
Combination is included in the scheme document, which is available
on Sandstorm's website at www.sandstormgold.com (the "Scheme
Document").
In order to become effective, the Guernsey Court will need to
sanction the Scheme at the Guernsey Court Hearing. It is
anticipated that the Guernsey Court Hearing will be held on or
around June 26, 2017 and that the
Scheme will become effective on or around June 29, 2017.
It is intended that dealings in Mariana Shares on AIM will be
suspended at 7:30 a.m. on
June 26, 2017 and that trading on the
TSXV will halt prior to markets opening in Canada on June 26,
2017. The last day for dealings in, and for registration of
transfers in Mariana Shares will therefore be June 23, 2017. If the Guernsey Court sanctions
the Scheme it is intended that Sandstorm will procure that Mariana
makes an application to cancel the admission to trading of Mariana
shares on AIM, to take effect on or around June 30, 2017, and it is anticipated that the
Mariana shares will be delisted from the TSXV on or around
June 29, 2017. The record date for
calculation of consideration is expected to be June 28, 2017. The above dates are indicative
only and will depend, among other things, on the dates upon which
the Guernsey court sanctions the Scheme. The Scheme will become
effective on or around 29 June 2017.
The above dates are indicative only and will depend, among other
things, on the dates upon which the Guernsey Court sanctions the
Scheme.
All references to time in this announcement are to London time unless otherwise stated.
Capitalized terms in this announcement, unless otherwise defined,
have the meaning given to them in the Scheme Document.
ABOUT SANDSTORM GOLD
Sandstorm Gold is a gold 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.