Sandstorm Metals & Energy Announces Closing of Arrangement with Sandstorm Gold

 Sandstorm Metals & Energy Announces Closing of Arrangement with Sandstorm Gold  VANCOUVER, May 29, 2014 /CNW/ - Sandstorm Metals & Energy Ltd. ("Sandstorm  Metals" or the "Company") is pleased to announce the completion of the  previously announced plan of arrangement (the "Arrangement") pursuant to which  Sandstorm Gold Ltd. ("Sandstorm Gold") has acquired 100% of the outstanding  common shares of the Company.  Under the Arrangement, Sandstorm Metals shareholders are entitled to 0.178 of  a common share of Sandstorm Gold (each whole common share, a "Sandstorm Gold  Share") and CAD$0.35 to be paid in cash (together, with the fractional  Sandstorm Gold Share, the "Consideration"). Shareholders of Sandstorm Metals  voted overwhelmingly in favour of the transaction at an annual and special  meeting of shareholders held on May 27, 2014 and the Company received final  court approval for the Arrangement on May 28, 2014.  In connection with the Arrangement, the Company has applied for the delisting  of the Sandstorm Metals common shares ("Sandstorm Metals Shares") from the TSX  Venture Exchange and will apply to the applicable securities regulatory  authorities for non-reporting issuer status under Canadian securities law.  In order to receive the Consideration, registered holders of Sandstorm Metals  must deliver a properly completed letter of transmittal (the "Letter of  Transmittal") and certificate(s) representing their Sandstorm Metals Shares to  Computershare Investor Services Inc. ("Computershare") at the address  specified in the Letter of Transmittal. The Letter of Transmittal was mailed  to the registered shareholders of Sandstorm Metals along with the management  information circular dated April 24, 2014 (the "Circular"). Both documents are  available under the Sandstorm Metals profile on SEDAR at The  Letter of Transmittal is for use by registered holders of Sandstorm Metals  Shares only and is not to be used by non-registered beneficial holders of  Sandstorm Metals Shares (the "Beneficial Shareholders"). A Beneficial  Shareholder does not hold Sandstorm Metals Shares in its own name as the  shares are held by an intermediary. Beneficial Shareholders should contact  their intermediary for instructions and assistance in delivering certificates  representing Sandstorm Metals Shares.  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 applicable Canadian  securities legislation, concerning the business, operations and financial  performance and condition of Sandstorm Metals & Energy Ltd. ("Sandstorm  Metals"). Forward-looking statements include, but are not limited to,  statements with respect to the annual general and special meeting of Sandstorm  Metals; the completion of the Arrangement, including the receipt of court and  stock exchange approvals, and the entering into of lock-up agreements with  certain holders of Sandstorm Metals Shares.  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 information is based on reasonable assumptions that have been  made by Sandstorm as at the date of such information and is subject to known  and unknown risks, uncertainties and other factors that may cause the actual  results, level of activity, performance or achievements of Sandstorm Metals to  be materially different from those expressed or implied by the forward-looking  information, including but not limited to: the impact of general business and  economic conditions; the absence of control over operations from which  Sandstorm Metals will purchase commodities and risks related to those  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; problems inherent to the  marketability of commodities; industry conditions, including fluctuations in  the price of commodities, fluctuations in foreign exchange rates and  fluctuations in interest rates; stock market volatility; competition; as well  as those factors discussed in the section entitled "Risks to Sandstorm" in  Sandstorm Metals' annual report for the financial year ended December 31,  2013. Although Sandstorm Metals has attempted to identify important factors  that could cause actual results to differ materially from those contained in  forward-looking information, there may be other factors that cause results not  to be as anticipated, estimated or intended. There can be no assurance that  such information will prove to be accurate, as actual results and future  events could differ materially from those anticipated in such information.  Accordingly, readers should not place undue reliance on forward-looking  information. Sandstorm Metals does not undertake to update any forward-looking  information that is contained or incorporated by reference herein, except in  accordance with applicable securities laws. Sandstorm Metals does not provide  any representation as to its comparability with other companies in its  industry including, but not limited to, Franco-Nevada Corporation, BHP  Billiton and Rio Tinto.  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.    SOURCE  Sandstorm Metals & Energy Ltd.  Sandstorm Metals & Energy Ltd. Nolan Watson, Chief Executive Officer (604)  689-0234  Denver Harris, Investor Relations Contact (604) 628-1178  To view this news release in HTML formatting, please use the following URL:  CO: Sandstorm Metals & Energy Ltd. ST: British Columbia NI: MNG ORDER