TSX-V: NDR
VANCOUVER, May 15, 2018 /CNW/ - New Dimension Resources Ltd.
(TSXV: NDR) (the "Company" or "New Dimension") is pleased to
announce that it has acquired a 100% interest in the Las
Calandrias, Los Cisnes, and Sierra
Blanca high grade gold-silver projects located in
Santa Cruz province, Argentina (the "Transaction") from Sandstorm
Gold Ltd. (TSX: SSL, NYSE American: SAND)("Sandstorm"). The
Transaction was announced on February 20,
2018.
Key Points:
- Acquisition of 86,000 hectares of highly prospective,
advanced-stage gold-silver exploration properties in
mining-favourable Santa Cruz,
Argentina
- New leadership with appointment of former members of management
of Sandstorm's subsidiary, Mariana Resources Limited ("Mariana
Resources")
- Completed financing of $3.8M
providing capital to advance exploration in Argentina, including drill-ready targets at
the Las Calandrias and Los Cisnes Project
- Filed an updated NI 43-101 compliant technical report for the
gold-silver mineral resource estimate at the flagship Las Calandria
Project
- Share-restructuring and addition of Sandstorm as major
shareholder and supporter of New Dimension
Acquisition of Santa Cruz Properties
New Dimension has acquired a 100% interest in the Santa Cruz
Properties through an agreement dated February 19, 2018 amongst Sandstorm, New
Dimension and certain subsidiaries of each entity. The
agreement is available on the Company's SEDAR profile at
www.sedar.com. Consideration for the acquisition is payable as:
- A $400,000 amount payable to
Sandstorm in cash or shares at New Dimension's election on each
anniversary of the acquisition, until December 31, 2032 or earlier if certain events
occur, including commencement of commercial production;
- a 2% net smelter returns royalty ("NSR") on each of the Santa
Cruz Properties, pursuant to NSR agreements.
President and Chief Executive Officer, Eric Roth, commented today: "I'm pleased to see
such high levels of support from investors, in particular from our
new major shareholder Sandstorm Gold, as we embark on this exciting
new phase for the Company. Concurrent with closing we expect to
initiate a 5,000m drill program on
high grade gold-silver targets at both the Las Calandrias and Los
Cisnes Projects. In parallel, we will continue to generate
targets on our Sierra Blanca Project and elsewhere within our
regional property portfolio for future drill testing.
We are also fortunate to have retained most of Mariana
Resources' highly successful management team, as well as Mariana's
Argentine exploration team. This ensures that their many years of
experience and expertise in Santa Cruz
Province will be put to immediate use to quickly advance our
projects. I look forward to keeping the market informed on progress
with our drill programs."
Senior Management Changes
Concurrent with the closing of the Transaction, Eric Roth, Ph.D. (Economic Geology), F.AusIMM,
F.SEG, former Chief Operating Officer of Mariana Resources and
current director of the Company, has been appointed President and
Chief Executive Officer of New Dimension. Fred Hewett, current President & CEO will
remain on the Company's Board of Directors. The Company
wishes to thank Mr. Hewett for his dedication and service to New
Dimension and is very pleased that he will remain on as a
director.
In addition, the following management changes will also be
completed upon closing:
- Karen Davies has assumed the
role of VP Investor Relations ("IR") for New Dimension. Karen was
previously IR representative for Mariana Resources, and takes over
this role from Nancy Curry.
- Kathryn Witter has assumed the
role of Corporate Secretary for New Dimension, taking over the role
from Brenda Nowak. Kathryn had
previously been Canadian Corporate Secretary for Mariana
Resources.
Each of Ms. Curry and Ms. Nowak will remain involved with NDR to
ensure an orderly transition, both have made significant
contributions to the Company's successes to date. The Company is
fortunate that they will remain engaged, and thanks them for their
service.
Share Consolidation
Prior to the closing of the Transaction, the Company completed a
consolidation of its issued common shares on the basis of one (1)
post-consolidated share for every 2.5 pre-consolidated shares. The
Company anticipates that the Company's common shares will commence
trading on May 17, 2018.
Closing of Private Placement
The Company also announces the closing of an oversubscribed Private
Placement through which 34,772,727 post-consolidated shares were
issued at a price of $0.11 for gross
proceeds of approximately $3.8M. The
securities issued through the Private Placement are subject to a
statutory hold period in Canada
expiring September 15, 2018 (four
months and one day from the issuing date). Cash fees of 6%
(for a total of $100,393) were paid
to finders in the Private Placement. The net proceeds from the
Private Placement will be used for exploration activities and to
advance the Argentinean portfolio. The Company also issued an
additional 4,972,521 post-consolidated common shares to Sandstorm
to settle outstanding debt owed by New Dimension to Sandstorm in
connection with the acquisition of the Santa Cruz Properties.
Upon closing of the Private Placement, Sandstorm will become New
Dimension's largest shareholder with approximately 10.3% of the
issued common shares of the Company. Management and Directors also
participated in the Private Placement and will collectively hold
14.1% of the issued common shares of the Company.
Early Warning Disclosure
Pursuant to National Instrument 62-103 - The Early Warning System
and Related Take Over Bid and Insider Reporting Issues, Sandstorm
is announcing the acquisition of an aggregate of 5,010,612 common
shares ("New Dimension Shares") of New Dimension. Sandstorm
acquired 38,091 shares pursuant to the Private Placement conducted
by New Dimension. The remaining 4,972,521 shares were acquired by
Sandstorm upon the conversion of certain debt owed by New Dimension
to Sandstorm in connection with the Argentina transaction. With the acquisition of
New Dimension Shares, Sandstorm now holds approximately 10.3% of
the outstanding common shares.
The acquisition of the New Dimension Shares by Sandstorm was
effected for investment purposes. Sandstorm may from time to time
acquire additional securities of New Dimension, dispose of some or
all of the existing or additional securities it holds or will hold,
or may continue to hold its current position.
The early warning report, as required under National Instrument
62-103, contains additional information with respect to the
foregoing matters and will be filed by Sandstorm on New Dimension's
SEDAR profile at www.sedar.com.
On Behalf of the Board of New Dimension Resources Ltd.
"Eric Roth"
_____________________
Eric Roth, Ph.D., FAusIMM
President
& CEO
Qualified Person and Disclosure Statement
The
technical information in this news release has been prepared in
accordance with Canadian regulatory requirements set out in NI
43-101, and approved by Eric Roth,
the Company's President & CEO, a director and a Qualified
Person under NI 43-101.
Further information on the Las Calandrias Project is available
in the technical report entitled "Updated Technical Report for
Estimated Gold – Silver Resources at Las Calandrias Santa Cruz
Province, Argentina" with an
effective date of February 20, 2018,
available on the Company's website at
http://www.newdimensionresources.com or under New Dimension's SEDAR
profile at www.sedar.com
Cautionary Notes and Forward-looking
Statements
This news release contains forward-looking
information within the meaning of applicable securities
legislation. Forward-looking information is typically
identified by words such as: believe, expect, anticipate,
intend, estimate, postulate and similar expressions, or are those,
which, by their nature, refer to future events. Such
statements include, without limitation, statements regarding the
future results of operations, performance and achievements of New
Dimension, including completion of the acquisition of the Santa
Cruz Properties, trading of the Company's shares, the appointment
of directors and officers of New Dimension, and receipt of all
necessary regulatory and third-party approvals required in
connection with the acquisition and the Private Placement.
Although the Company believes that such statements are
reasonable, it can give no assurances that such expectations will
prove to be correct. All such forward-looking
information is based on certain assumptions and analyses made by
New Dimension in light of their experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors management believes are
appropriate in the circumstances. This information, however, is
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from
those projected in the forward-looking information. Important
factors that could cause actual results to differ from this
forward-looking information include those described under the
heading "Risks and Uncertainties" in New Dimension s most recently
filed MD&A. New Dimension does not intend, and expressly
disclaims any obligation to, update or revise the forward-looking
information contained in this news release, except as required by
law. Readers are cautioned not to place undue reliance on
forward-looking information.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
This news release does not constitute an offer to purchase
securities. The securities to be offered in the Private Placement
have not been and will not be registered under the United States
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the
United States or to, or for the benefit or account of, a
U.S. person, except pursuant to an available exemption from such
registration requirements.
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SOURCE New Dimension Resources Ltd.