VANCOUVER, BC, July 27,
2022 /CNW/ - Sandstorm Gold Ltd. ("Sandstorm",
"Sandstorm Gold Royalties", or the "Company") (NYSE: SAND) (TSX:
SSL) will release its 2022 second quarter results on Thursday, August 11, 2022 after markets
close.
A conference call will be held on Friday,
August 12, 2022 starting at 8:30am
PDT to further discuss the second quarter results. To
participate in the conference call, use the following dial-in
numbers and conference ID, or join the webcast using the link
below:
International: (+1) 416-764-8688
North American Toll-Free: (+1) 888-390-0546
Conference ID: 03581019
Webcast URL: https://bit.ly/3yRtyWU
FAVOURABLE RECOMMENDATIONS ON NOMAD ACQUISITION AND
REGULATORY APPROVALS
Sandstorm is pleased to report that Institutional Shareholder
Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass
Lewis"), both leading independent proxy advisors, have recommended
that the Company's shareholders vote FOR the issuance of Sandstorm
shares in connection with the acquisition of Nomad Royalty
Company Ltd. (NYSE: NSR, TSX: NSR) ("Nomad"). On May 2, 2022, Sandstorm announced that the Company
and Nomad had entered into a definitive agreement whereby Sandstorm
will acquire all of the issued and outstanding common shares of
Nomad ("Nomad Shares") pursuant to a plan of arrangement under the
Canada Business Corporations Act (the "Nomad Acquisition").
Pursuant to the terms of the Nomad Acquisition, Nomad shareholders
will receive upfront consideration of 1.21 Sandstorm shares for
each Nomad Share held. Upon completion of the Nomad Acquisition,
existing Sandstorm and Nomad shareholders are expected to own
approximately 73% and 27% of the outstanding shares of the pro
forma Sandstorm, respectively1.
Following its assessment of the Nomad Acquisition, ISS stated,
among other things, that, "The transaction makes strategic sense as
it is expected to provide immediate cash flow per share and NAV per
share accretion to [Sandstorm]. The combination should further
enhance [Sandstorm's] portfolio through the addition of low-cost
assets from [Nomad], with an expectation that production will grow
greater than 85 percent between 2022 and 2025. The combined company
is anticipated to have increased public float, liquidity, greater
financial capacity, and improved access to capital."
For more details regarding the Nomad Acquisition please see the
Company's press release dated May 2,
2022.
REGULATORY APPROVALS
The Company also reports that it has received the South African
Competition approval and the listing approval from the New York
Stock Exchange ("NYSE") as described in the Company's Management
Information Circular dated July 11,
2022, available on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov/edgar.shtml. The Company has now
received all regulatory approvals required to complete the Nomad
Acquisition.
SPECIAL MEETING OF SHAREHOLDERS AND REMINDER TO VOTE
Sandstorm will hold a special meeting of shareholders (the
"Meeting") on Tuesday, August 9, 2022
in Vancouver, British Columbia,
Canada at 9:00am PDT regarding the
proposed Nomad Acquisition. Sandstorm shareholders as of the record
date July 5, 2022, are reminded to
vote FOR the resolution to approve the issuance of the Sandstorm
shares in connection with the acquisition of all issued and
outstanding Nomad Shares before 9:00a.m.
PDT, August 5, 2022. Details
about the Meeting, as well as further information with respect to
voting by proxy are set out in the Management Information Circular
and proxy materials, which are available on Sandstorm's website at
www.sandstormgold.com or on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov/edgar.shtml.
Note 1
Pro forma ownership on a non-diluted basis, in each case based on
the number of Sandstorm shares and Nomad Shares issued and
outstanding as of July 8, 2022, taking into account the number of
Nomad Shares issuable under the Nomad dividend reinvestment plan as
of such date and the completion of the BaseCore Transaction as
described in the Company's press releases dated May 2, 2022 and
July, 12, 2022.
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CONTACT INFORMATION
For more information about Sandstorm Gold Royalties, please
visit our website at www.sandstormgold.com or email us at
info@sandstormgold.com.
ABOUT SANDSTORM GOLD ROYALTIES
Sandstorm is a gold royalty company that 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, for the life of the mine. After the closing of the
Nomad Acquisition announced on May 2,
2022, Sandstorm will hold a portfolio of 250 royalties, of
which 39 of the underlying mines are producing. Sandstorm plans to
grow and diversify its low cost production profile through the
acquisition of additional gold royalties. For more information
visit: www.sandstormgold.com.
CAUTIONARY STATEMENTS TO U.S. SECURITYHOLDERS
The financial information included or incorporated by reference
in this press release or the documents referenced herein has been
prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards
Board, which differs from US generally accepted accounting
principles ("US GAAP") in certain material respects, and thus are
not directly comparable to financial statements prepared in
accordance with US GAAP.
This press release and the documents incorporated by reference
herein, as applicable, have been prepared in accordance with
Canadian standards for the reporting of mineral resource and
mineral reserve estimates, which differ from the previous and
current standards of the United
States securities laws. In particular, and without limiting
the generality of the foregoing, the terms "mineral reserve",
"proven mineral reserve", "probable mineral reserve", "inferred
mineral resources,", "indicated mineral resources," "measured
mineral resources" and "mineral resources" used or referenced
herein and the documents incorporated by reference herein, as
applicable, are Canadian mineral disclosure terms as defined in
accordance with Canadian National Instrument 43-101 — Standards of
Disclosure for Mineral Projects ("NI 43-101") and the Canadian
Institute of Mining, Metallurgy and Petroleum (the "CIM") — CIM
Definition Standards on Mineral Resources and Mineral Reserves,
adopted by the CIM Council, as amended (the "CIM Definition
Standards").
For United States reporting
purposes, the United States Securities and Exchange Commission (the
"SEC") has adopted amendments to its disclosure rules (the "SEC
Modernization Rules") to modernize the mining property disclosure
requirements for issuers whose securities are registered with the
SEC under the Exchange Act, which became effective February 25, 2019. The SEC Modernization Rules
more closely align the SEC's disclosure requirements and policies
for mining properties with current industry and global regulatory
practices and standards, including NI 43-101, and replace the
historical property disclosure requirements for mining registrants
that were included in SEC Industry Guide 7. Issuers were required
to comply with the SEC Modernization Rules in their first fiscal
year beginning on or after January 1,
2021. As a foreign private issuer that is eligible to file
reports with the SEC pursuant to the multi-jurisdictional
disclosure system, the Corporation is not required to provide
disclosure on its mineral properties under the SEC Modernization
Rules and will continue to provide disclosure under NI 43-101 and
the CIM Definition Standards. Accordingly, mineral reserve and
mineral resource information contained or incorporated by reference
herein may not be comparable to similar information disclosed by
United States companies subject to
the United States federal
securities laws and the rules and regulations thereunder.
As a result of the adoption of the SEC Modernization Rules, the
SEC now recognizes estimates of "measured mineral resources",
"indicated mineral resources" and "inferred mineral resources." In
addition, the SEC has amended its definitions of "proven mineral
reserves" and "probable mineral reserves" to be "substantially
similar" to the corresponding CIM Definition Standards that are
required under NI 43-101. While the SEC will now recognize
"measured mineral resources", "indicated mineral resources" and
"inferred mineral resources", U.S. investors should not assume that
all or any part of the mineralization in these categories will be
converted into a higher category of mineral resources or into
mineral reserves without further work and analysis. Mineralization
described using these terms has a greater amount of uncertainty as
to its existence and feasibility than mineralization that has been
characterized as reserves. Accordingly, U.S. investors are
cautioned not to assume that all or any measured mineral resources,
indicated mineral resources, or inferred mineral resources that the
Company reports are or will be economically or legally mineable
without further work and analysis. Further, "inferred mineral
resources" have a greater amount of uncertainty and as to whether
they can be mined legally or economically. Therefore, U.S.
investors are also cautioned not to assume that all or any part of
inferred mineral resources will be upgraded to a higher category
without further work and analysis. Under Canadian securities laws,
estimates of "inferred mineral resources" may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. While
the above terms are "substantially similar" to CIM Definitions,
there are differences in the definitions under the SEC
Modernization Rules and the CIM Definition Standards. Accordingly,
there is no assurance any mineral reserves or mineral resources
that the Company may report as "proven mineral reserves", "probable
mineral reserves", "measured mineral resources", "indicated mineral
resources" and "inferred mineral resources" under NI 43-101 would
be the same had the Company prepared the reserve or resource
estimates under the standards adopted under the SEC Modernization
Rules or under the prior standards of SEC Industry Guide 7.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release contains "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 "forward-looking information" within the meaning of
applicable Canadian securities legislation, concerning the
business, operations and financial performance and condition of
Sandstorm Gold Royalties. Forward-looking statements include, but
are not limited to, the expectation regarding whether the proposed
Nomad acquisition will be consummated, including whether conditions
to the consummation of the transaction will be satisfied, or the
timing for completing the transaction; that the transaction is
expected to provide immediate cash flow per share and NAV per share
accretion to Sandstorm; the expectation that production will grow
greater than 85 percent between 2022 and 2025; the expectation that
the combined company is to have increased public float, liquidity,
greater financial capacity, and improved access to capital; the
future price of gold, silver, copper, iron ore and other metals;
the estimation of mineral reserves and mineral resources, and
realization of mineral reserve and mineral resource estimates; the
timing and amount of estimated future production; and expectations
for other economic, business, and/or competitive factors.
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
Gold Royalties 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 Gold Royalties will operate in
the future, including the receipt of all required approvals, the
price of gold and copper 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, failure to receive necessary
approvals, changes in business plans and strategies, market
conditions, share price, best use of available cash, gold and other
commodity 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 or other commodity
the Company 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
the Company to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: the impact of general business and economic conditions,
the absence of control over mining operations from which the
Company will purchase gold, other commodities or receive royalties
from, 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 and
other commodities, 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 the
Company's annual report for the financial year ended December 31, 2021 and the section entitled "Risk
Factors" contained in the Company's annual information form dated
March 31, 2022 available at
www.sedar.com. Although the Company 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. The Company does not
undertake to update any forward-looking statements that are
contained or incorporated by reference, except in accordance with
applicable securities laws.
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SOURCE Sandstorm Gold Ltd.