DENVER and VANCOUVER, Sept. 14,
2015 /CNW/ - Sandspring Resources Ltd. (SSP:
TSX-V) ("Sandspring") and PNO Resources Ltd. (PNO.H: TSX-V)
("PNO") are pleased to announce completion of the previously
announced acquisition (the "Acquisition") by Sandspring of
PNO by way of a court approved plan of arrangement.
Completion of the Acquisition has brought the capital required
to advance Sandspring's Toroparu Gold Project in the near term,
while also expanding the expertise of Sandspring's management team
and board of directors. Including the cash acquired from PNO, PNO's
$4.2 million private placement,
and the continued support of Silver Wheaton Corporation, Sandspring
will have approximately $5.7 million
in cash. The board of directors of Sandspring now comprises
Messrs. John Adams, Suresh
Beharry, Greg Barnes,
David Constable and Richard Munson as representatives of Sandspring,
and Messrs. Frank Giustra,
Harry Pokrandt and David Laing as representatives of PNO.
Richard Munson will continue as
Chief Executive Officer, Jeremy
Crichton has been appointed Chief Financial Officer and
Rhylin Bailie has been appointed
Vice-President Communications and Investor Relations.
"Frank Giustra, Harry Pokrandt and David
Laing bring considerable business and resource industry
expertise to Sandspring's board of directors," said Richard Munson, Chief Executive Officer of
Sandspring. "Frank Giustra has an
exceptional track record of building value in resource companies,
coupled with his finance and deal-making expertise. As former
Managing Director of Macquarie Capital Advisors, Harry Pokrandt brings extensive capital markets
insight, while David Laing's
extensive mining experience brings the operations insight
Sandspring will need as it advances through feasibility toward
production. In addition, Frank
Giustra's management team, Fiore Management & Advisory
Corp., will provide administrative and advisory services to
Sandspring, further bolstering the Company's technical,
communications and corporate governance capabilities."
"With the merger of Sandspring and PNO complete, Sandspring
stands out as a well-capitalized junior resource company with an
advanced gold project in a safe mining jurisdiction," said
Frank Giustra. "My team reviewed
several gold companies and found that Sandspring's Toroparu Gold
Project meets our criteria for investment. Toroparu hosts a
substantial gold resource with considerable exploration upside,
offering great leverage to the gold price, and also copper and
silver, when the metals markets strengthen."
Exploration Program
Sandspring plans to commence a $1.3
million exploration program in Q4-2015 that will include a
4,000-meter diamond drilling program at the Sona Hill Gold Anomaly,
and an extension of the regional geochemical exploration grids
within the Puruni Shear Corridor that hosts the Toroparu
deposit.
Drilling at Sona Hill follows the discovery of anomalous gold
values distributed in saprolite discovered during the 2011–2012
regional geochemical survey of the upper Puruni Concession, and is
designed to further delineate gold mineralization encountered in
saprolite and fresh rock drill intercepts during the initial
reverse circulation and diamond drill programs.
Systematic regional saprolite geochemical surveys conducted in
2011–2012 over 45% of the Upper Puruni Concession identified a
large, 20 km by 7 km, hydrothermal halo around Toroparu. The size
of the hydrothermal alteration footprint suggests the potential to
discover more mineralized systems in the area. In addition, the
geochemical surveys identified several gold anomalies within the
footprint, and drill results at Sona Hill and Makapa indicate the
presence of gold in saprolite and fresh rock. The 2015 geochemical
survey will extend the Company's regional exploration grid to
unexplored areas within the Puruni Shear Corridor in an effort to
identify additional mineralized systems.
Additional information regarding previous exploration at
Toroparu is available on the Company's website at
http://www.sandspringresources.com/s/exploration-projects.asp.
Details of the Acquisition
Prior to completion of the Acquisition, Sandspring consolidated
its issued and outstanding common shares on the basis of one "new"
common share (a "Post-Consolidation Sandspring Share") for
every three shares outstanding (the "Consolidation"). The
Acquisition was subsequently completed pursuant to which PNO was
amalgamated with a wholly-owned subsidiary of Sandspring, and all
of the issued and outstanding common shares of PNO ("PNO
Shares") were acquired by Sandspring in consideration of the
issuance of one Post-Consolidation Sandspring Share for each PNO
Share held (the "Exchange Ratio"). Also in connection with
the Acquisition, all of the outstanding stock options and warrants
of PNO were either converted into equivalent securities of
Sandspring or became exercisable pursuant to their terms to acquire
Post-Consolidation Sandspring Shares in lieu of PNO Shares, in each
case subject to adjustment based on the Exchange Ratio.
Prior to completion of the Acquisition, a private placement of
20,841,650 subscription receipts of PNO ("Subscription
Receipts") was completed at a price of $0.20 per Subscription Receipt to raise aggregate
gross proceeds of $4,168,330 (the
"Private Placement"). Immediately prior to closing of the
Acquisition, each Subscription Receipt converted into one PNO Share
and one common share purchase warrant of PNO, which shares and
warrants were subsequently exchanged for Post-Consolidation
Sandspring Shares and Sandspring share purchase warrants
("Sandspring Warrants") pursuant to the Acquisition. Each
Sandspring Warrant entitles the holder to acquire one
Post-Consolidation Sandspring Share at an exercise price of
$0.30 until September 11, 2020.
Sandspring now has 82,519,545 shares issued and outstanding,
with 29,284,008 warrants and 3,859,916 options for a total of
115,663,469 shares outstanding on a fully diluted basis. The PNO
Shares are scheduled to be delisted from the TSX Venture Exchange
("TSX-V") at market close on September 14, 2015. Sandspring Post-Consolidation
Shares will commence trading, after giving effect to the
Acquisition and Consolidation, on the TSX-V at market open on
September 15, 2015.
For further details concerning the Acquisition, please refer to
the Management Information Circular of PNO dated August 4, 2015 available on SEDAR at
www.sedar.com.
About Sandspring Resources Ltd.
Sandspring Resources Ltd. is a Canadian junior mining company
currently moving toward a definitive feasibility study for the
multi-million ounce Toroparu Gold Project in the Republic of
Guyana. A gold and silver purchase
agreement with Silver Wheaton Corporation validates the project's
potential and substantially reduces project finance requirements. A
prefeasibility study completed in May
2013 (NI 43-101 Technical Report, Prefeasibility Study,
Toroparu Gold Project, Upper Puruni River Area, Guyana, dated May 24,
2013 completed by SRK Consulting (U.S.), Inc., available on
SEDAR at www.sedar.com) outlined the design of an open-pit mine
producing more than 200,000 ounces of gold annually over an initial
16-year mine life. Significant exploration potential, along with
copper and silver credits, provide additional upside potential for
the Toroparu Gold Project. Additional information is available at
www.sandspringresources.com or by email at
info@sandspringresources.com.
All scientific and technical information contained in this press
release has been prepared under the supervision of Werner Claessens, Lic. Geo., P.Geo.,
Vice-President Exploration of Sandspring and a "qualified person"
within the meaning of National Instrument 43-101.
On Behalf of the Board of Directors of
Sandspring
Resources Ltd.
Per:
|
"Richard A.
Munson"
|
|
Richard Munson
Chief Executive Officer
|
On Behalf of the Board of Directors of
PNO
Resources Ltd.
Per:
|
"Christy
Louth"
|
|
Christy
Louth
President and
Director
|
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This news release contains certain forward-looking
information and statements within the meaning of applicable
securities laws. The use of any of the words "advance", "advances",
"will", "upside", "planned", "objectives", "moving toward",
"potential" and similar expressions are intended to identify
forward-looking information and/or statements. Forward-looking
statements and/or information are based on a number of material
factors, expectations and/or assumptions of Sandspring which have
been used to develop such statements and/or information but which
may prove to be incorrect. Although Sandspring believes that the
expectations reflected in such forward-looking statements and/or
information are reasonable, undue reliance should not be placed on
forward-looking statements as Sandspring can give no assurance that
such expectations will prove to be correct. In addition to other
factors and assumptions which may be identified herein, assumptions
have been made regarding, among other things: the expected benefits
of the Acquisition; the proposed timing of the trading of the
Post-Consolidation Sandspring Shares and the delisting of the PNO
Shares from the TSX-V; that Sandspring will continue to conduct its
operations in a manner consistent with past operations; results
from drilling activities; economic and mining estimates outlined in
the prefeasibility study for the Toroparu Gold Project;
Sandspring's future plans; availability of financing and/or cash
flow to fund current and future plans and expenditures; the impact
of increasing competition; the general stability of applicable
economic and political environments; the general continuance of
current industry conditions; and the timely receipt of any required
regulatory approvals. The forward-looking information and
statements included in this news release are not guarantees of
future performance and should not be unduly relied upon. Such
information and/or statements, including the assumptions made in
respect thereof, involve known and unknown risks, uncertainties and
other factors that may cause actual results and/or events to differ
materially from those anticipated in such forward-looking
information and/or statements including, without limitation: risks
associated with the uncertainty of exploration results and
estimates; uncertainty regarding the market price for gold, silver
and copper; uncertainty of conducting operations under a foreign
regime; exploration risk; uncertainty of obtaining all applicable
regulatory approvals and related timing matters; Sandspring's
dependence on management personnel; and/or certain other risks
detailed from time-to-time in Sandspring's public disclosure
documents. Furthermore, the forward-looking statements contained in
this news release are made as at the date of this news release and
the Company does not undertake any obligations to publicly update
and/or revise any of the included forward-looking statements,
whether as a result of additional information, future events and/or
otherwise, except as may be required by applicable securities
laws.
SOURCE Sandspring Resources Ltd.