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Sandstorm Gold Announces Agreement to Acquire Premier Royalty

        Sandstorm Gold Announces Agreement to Acquire Premier Royalty

PR Newswire

VANCOUVER, Aug. 14, 2013

VANCOUVER, Aug. 14, 2013  /PRNewswire/ - Sandstorm  Gold Ltd. ("Sandstorm"  or 
the "Company") (NYSE  MKT:SAND, TSX:SSL)  and Premier  Royalty Inc.  ("Premier 
Royalty") (TSX:NSR) are  pleased to announce  that they have  entered into  an 
arrangement  agreement  (the  "Arrangement   Agreement")  pursuant  to   which 
Sandstorm will acquire 100% of the outstanding common shares in the capital of
Premier Royalty (the "Premier Royalty  Shares"), other than the common  shares 
of Premier  Royalty  currently  owned  by  Sandstorm, by  way  of  a  plan  of 
arrangement under section 182 of the Business Corporations Act (Ontario)  (the 
"Arrangement").

Summary of the Arrangement

Premier Royalty  shareholders will  receive common  shares of  Sandstorm  (the 
"Sandstorm Shares")  on the  basis of  0.145  of a  Sandstorm Share  for  each 
Premier Royalty Share held. The Arrangement values the Premier Royalty  Shares 
at approximately C$0.89 per Premier Royalty Share, which represents a  premium 
of 16% to  the 20-day  volume weighted average  trading price  of the  Premier 
Royalty Shares  on the  Toronto Stock  Exchange (the  "TSX") of  approximately 
C$0.77. Based on  Sandstorm's closing  share price  on August  13, 2013,  the 
total value of this transaction would be approximately C$28.3 million.

In accordance with the  terms of the outstanding  warrants to acquire  Premier 
Royalty Shares (each, a "Premier Royalty  Warrant"), each holder of a  Premier 
Royalty Warrant outstanding  immediately prior  to the effective  time of  the 
Arrangement will  receive  on subsequent  exercise  of such  holder's  Premier 
Royalty Warrant,  in  accordance  with  its  terms,  for  the  same  aggregate 
consideration payable for such warrant, 0.145 of a Sandstorm Share.

In addition,  in accordance  with  the terms  of  the outstanding  options  to 
acquire Premier Royalty Shares (each, a "Premier Royalty Option"), each holder
of a Premier  Royalty Option  outstanding immediately prior  to the  effective 
time of the Arrangement will receive  on subsequent exercise of such  holder's 
Premier Royalty Option, in accordance with  its terms, for the same  aggregate 
consideration payable for such option, 0.145 of a Sandstorm Share.

The Arrangement is subject to the approval of at least two-thirds of the votes
cast by Premier Royalty shareholders at  a special meeting of Premier  Royalty 
shareholders, which is expected to be held in September 2013. The Arrangement
is a related party transaction for purposes of Multilateral Instrument  61-101 
- Protection  of  Minority  Security  Holders  in  Special  Transactions  ("MI 
61-101").  Prior  to  executing  the  Arrangement  Agreement,  the  Board  of 
Directors of Premier Royalty obtained a formal valuation from Paradigm Capital
Inc. as  required  by  MI  61-101.  The  valuation  was  prepared  under  the 
supervision of  a special  committee  of the  Board  of Directors  of  Premier 
Royalty consisting of independent directors. The valuation will be included in
the management information  circular being mailed  to shareholders of  Premier 
Royalty. The approval  of the disinterested  shareholders of Premier  Royalty 
will be  required  in order  for  the  Arrangement to  proceed,  however,  all 
shareholders of  Premier Royalty  will be  treated on  the same  basis and  no 
additional consideration or benefit is available to any shareholder of Premier
Royalty.

Completion of the Arrangement is also  subject to the approval of the  Ontario 
Superior Court  of  Justice, the  TSX,  the  receipt of  all  other  necessary 
regulatory and third party approvals,  and other customary conditions. In  the 
event that  the  Arrangement is  not  completed under  certain  circumstances, 
Premier Royalty has  agreed to pay  Sandstorm a termination  fee equal to  C$2 
million.  In   addition,   the   Arrangement   Agreement   includes   standard 
non-solicitation and  superior proposal  provisions  and Premier  Royalty  has 
provided Sandstorm with certain other  customary rights, including a right  to 
match competing offers. Full  details of the transaction  will be included  in 
the management information circular of Premier Royalty to be mailed to Premier
Royalty shareholders in due course.

A copy of the  Arrangement Agreement will be  filed under each of  Sandstorm's 
and Premier Royalty's profiles on SEDAR at www.sedar.com.

Voting Support and Board Approval

Prior to  entering  into  the Arrangement  Agreement,  Sandstorm  and  Premier 
Royalty entered into support and  voting agreements with certain  shareholders 
of Premier  Royalty  (together, the  "Locked-Up  Shareholders"),  collectively 
holding approximately 17.4% of  the issued and  outstanding shares of  Premier 
Royalty, whereby the Locked-Up Shareholders have agreed to vote their  Premier 
Royalty Shares in favour of the Arrangement at the special meeting of  Premier 
Royalty shareholders. As at the date  hereof, Sandstorm owns an aggregate  of 
46,678,221 Premier  Royalty Shares,  representing approximately  59.5% of  the 
outstanding Premier  Royalty  Shares (51.6%  on  a fully-diluted  basis).  In 
addition, Sandstorm  currently owns  Premier Royalty  Warrants to  acquire  an 
additional 6,965,676 Premier Royalty Shares.

The Board of Directors of Premier Royalty, other than those who have  declared 
an interest in  the Arrangement  and abstained from  voting, have  unanimously 
approved the transaction and will  unanimously recommend that Premier  Royalty 
shareholders vote  in favour  of the  Arrangement. Each  director and  senior 
officer of Premier Royalty has indicated that they intend to vote in favour of
the Arrangement.

The Sandstorm Board of Directors has unanimously approved the transaction  and 
Sandstorm does not require, and the transaction is not subject to, approval by
the shareholders of Sandstorm. The issuance of the Sandstorm Shares, including
those issuable on  exercise of the  Premier Royalty Warrants  and the  Premier 
Royalty Options on a post-closing basis, is subject to approval by the TSX.

Sandstorm's legal counsel is Cassels Brock & Blackwell LLP, Premier  Royalty's 
legal counsel is Bennett Jones LLP and  the special committee of the Board  of 
Directors of Premier Royalty was advised by Blake, Cassels & Graydon LLP.

None of the securities to be issued pursuant to the Arrangement Agreement have
been or will be registered under the  United State Securities Act of 1933,  as 
amended (the "U.S.  Securities Act"), or  any state securities  laws, and  any 
securities issued pursuant to the Arrangement 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.  This  press  release  does   not 
constitute an  offer to  sell  or the  solicitation of  an  offer to  buy  any 
securities.

ABOUT SANDSTORM GOLD

Sandstorm Gold Ltd. is  a gold streaming  company. Sandstorm provides  upfront 
financing for gold mining companies that are looking for capital and in return
receives a gold streaming agreement. This agreement gives Sandstorm the  right 
to purchase a percentage of the life of mine gold produced, at a fixed  price. 
Sandstorm is a non-operating gold mining company with a portfolio of ten  gold 
streams, six of which are producing  gold, and three NSR royalties.  Sandstorm 
plans to  grow and  diversify  its low  cost  production profile  through  the 
acquisition of additional gold streams.

Sandstorm is  focused  on  low  cost  operations  with  excellent  exploration 
potential and strong management teams.  Sandstorm has completed gold  purchase 
or royalty agreements with  Brigus Gold Corp.,  Canadian Zinc Corp.,  Colossus 
Minerals Inc., Columbus Gold Corp., Donner Metals Ltd., Entrée Gold Inc., Luna
Gold Corp., Magellan Minerals Ltd., Metanor Resources Inc., Mutiny Gold  Ltd., 
Santa Fe Gold Corp., SilverCrest Mines Inc., Rambler Metals and Mining plc and
Solitario Exploration & Royalty Corp.

For more information visit: www.sandstormgold.com.

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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 
(referred to as  forward-looking statements below),  concerning the  business, 
operations  and   financial   performance   and   condition   of   Sandstorm. 
Forward-looking statements include,  but are not  limited to, statements  with 
respect to the completion of the  Arrangement, including the receipt of  court 
and shareholder approval; the integration  of Premier Royalty's business  with 
Sandstorm's business;  the future  price of  gold; the  estimation of  mineral 
reserves and  resources; realization  of mineral  reserve estimates;  and  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  complete 
the Arrangement; the receipt of necessary approvals; the inability to  satisfy 
the conditions to the  Arrangement; the inability to  achieve the benefits  of 
the Arrangement;  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:  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,  2012  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  herein, except  in 
accordance with applicable securities laws.

SOURCE Sandstorm Gold Ltd.

Contact:

Sandstorm Gold Ltd.
Nolan Watson, President & CEO
(604) 689-0234

Denver Harris, Investor Relations Contact
(604) 628-1178