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.
For further information:
Sandstorm Metals & Energy Ltd.
Nolan Watson, Chief Executive Officer
Denver Harris, Investor Relations Contact