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 www.sedar.com. 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)
Denver Harris, Investor Relations Contact (604) 628-1178
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CO: Sandstorm Metals & Energy Ltd.
ST: British Columbia
NI: MNG ORDER
-0- May/29/2014 12:30 GMT
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