Sandspring Resources Ltd. (TSX-V: SSP, OTCQX:
SSPXF) (“
Sandspring” or the
“
Company”) is pleased to announce that it has
completed a non-brokered private placement of 26,801,000 units
(each, a “
Unit”), and 5,200,000 subscription
receipts (each, a “
Receipt”), at a price C$0.125
per Unit and Receipt, for gross proceeds of C$4,000,125. Each
“
Unit” issued in the placement consists of one
common share and one share purchase warrant entitling the holder to
purchase one additional share at C$0.165 for a period of sixty (60)
months. The placement was fully subscribed and included an
investment from Gran Colombia Gold Corp. (“
Gran
Colombia”) in the amount of C$2,000,000.
The Receipts were issued to Gran Colombia as
part of its participation in the placement. Each
“Receipt” will automatically convert into a Unit
upon the Company receiving shareholder approval for the creation of
Gran Colombia as a “control person” of the Company. In the
event the Receipts have not converted into Units prior to December
31, 2019, Gran Colombia will be entitled to a refund of the
proceeds received from the Receipts, $650,000, along with annual
interest at the rate of five percent. The Company intends to
seek shareholder approval for the creation of Gran Colombia as a
“control person” at its annual general meeting to be held later in
the year.
All securities issued in connection with the
private placement are subject to a four-month-and-one-day statutory
hold period. In connection with completion of the placement,
the Company paid cash commissions of C$59,318.75 to certain
eligible parties who introduced subscribers.
Early Warning
In connection with the placement, Gran Colombia
acquired 10,800,000 Units of the Company, along with 5,200,000
Receipts. Following completion of the placement, Gran
Colombia has control and direction over an aggregate of 48,300,000
common shares, 26,800,000 share purchase warrants and 5,200,000
Receipts. The common shares controlled by Gran Colombia
represent approximately 19.96% of the outstanding common shares of
the Company. Assuming conversion of the Receipts and exercise
of the underlying warrants Gran Colombia, when combined with their
existing ownership, would have control and direction over
85,500,000 common shares representing approximately 30.66% of the
then outstanding common shares of the Company. Gran Colombia
can potentially become a “control person” of the Company assuming
conversion of the Receipts or the exercise of share purchase
warrants and have undertaken not to exercise the warrants if such
conversion would result in them becoming a control person of the
Company, unless and until shareholder approval (excluding their
votes) has been received.
Gran Colombia has acquired the securities of the
Company for investment purposes and has no present intention to
acquire further securities of the Company, although may in the
future acquire or dispose of securities of the Company, through the
market, privately or otherwise, as circumstances or market
conditions warrant.
A copy of the early warning report filed by Gran
Colombia in connection with the private placement is available
under the Company’s profile on SEDAR (www.sedar.com).
On behalf of the Board of Directors of
Sandspring Resources Ltd.
“Richard A. Munson”Director and Chief Executive
Officer
About Sandspring Resources
Ltd.
Sandspring Resources Ltd. is a Canadian junior
mining company currently moving toward a feasibility study for the
Toroparu Project in Guyana, South America with 7.4 million ounces
of gold in the Measured and Indicated categories. 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 (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. Sandspring and
Wheaton Precious Metals (formerly known as Silver Wheaton) entered
into a precious metals purchase agreement for the Toroparu Project
in November of 2013. Sandspring also holds a 100% interest in the
Chicharrón Gold Project located in the Segovia-Remedios mining
district, Antioquia, Colombia. Additional information is available
at www.sandspringresources.com or by email at
info@sandspringresources.com.
Contact Sandspring Resources
Ltd.
Richard A. MunsonChief Executive OfficerTel: +1
(303)-991-5683 or via email at info@sandspringresources.com
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.
Forward-looking Statements
This news release contains certain
forward-looking information and statements within the meaning of
applicable securities laws. The use of any of the words
“potential”, “suggesting”, “indicating”, “will”, “plans” 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 that Sandspring has 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
since Sandspring can give no assurance that such expectations will
prove to be correct. 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: the speculative nature of mineral exploration
and development; risks associated with the uncertainty of
exploration results and estimates; results from drilling and
exploration activities; the conversion of the Receipts;
Sandspring’s future plans; the availability of financing and/or
cash flow to fund current and future plans and expenditures; the
impact of increasing competition; fluctuating commodity prices; the
general stability of applicable economic and political
environments; the general continuance of current industry
conditions; uncertainty regarding the market price for gold, silver
and copper; uncertainty of conducting operations under a foreign
regime; 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.
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