Premier Royalty Inc.
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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108404104
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(CUSIP Number)
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Steven Filipovic
Premier Gold Mines Limited
Suite 200, 1100 Russell Street
Thunder Bay, Ontario, Canada P7B 5N2
(807) 346-1390
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Kimberley R. Anderson
Dorsey & Whitney LLP
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(206) 903-8800
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January 28, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 108404104 | 13D | Page 2 of 6 Pages |
1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Premier Gold Mines Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3.
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SEC USE ONLY
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4. |
Source of funds (See Instructions) OO
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5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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7.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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9.
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SOLE DISPOSITIVE POWER
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EACH
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0
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REPORTING
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10.
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SHARED DISPOSITIVE POWER
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PERSON WITH:
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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14. |
TYPE OF REPORTING PERSON*
CO
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CUSIP No. 108404104 | 13D | Page 3 of 6 Pages |
CUSIP No. 108404104 | 13D | Page 4 of 6 Pages |
CUSIP No. 108404104 | 13D | Page 5 of 6 Pages |
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99.1
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Share Purchase Agreement dated January 28, 2013 by and between Premier Gold Mines Limited and Sandstorm Gold Ltd.
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CUSIP No. 108404104 | 13D | Page 6 of 6 Pages |
Dated: February 11, 2013 | Premier Gold Mines Limited | |
By: | /s/ Steve Filipovic | |
Steve Filipovic
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Chief Financial Officer
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Name
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Principal Occupation and Business
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Business Address
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John A. Begeman
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Director of Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Jean-Pierre Colin
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Strategy Consultant, self-employed
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Ewan S. Downie
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President, Chief Executive Officer and Director of Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Henry J. Knowles
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Business and Financial Consultant, self-employed
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Claude Lemasson
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Director of Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Eberhard Sherkus
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Director of Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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John Seaman
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Chief Financial Officer of Pediment Exploration Ltd., a gold and silver mining exploration and development company
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720-789 W. Pender St.
Vancouver, British Columbia
Canada V6C 1X6
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Steve Filipovic
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Chief Financial Officer of the Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Stephen McGibbon
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Executive Vice President of Corporate and Project Development of Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Brian Morris
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Vice President of Exploration of Premier Gold Mines Limited
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Suite 200, 1100 Russell Street
Thunder Bay, Ontario
Canada P7B 5N2
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Section 1.1
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Definitions
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(a)
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either individually is or in the aggregate are, or individually or in the aggregate would reasonably be expected to be, material and adverse to its business, properties, assets, liabilities (including any contingent liabilities, that may arise through outstanding or pending litigation capitalization, condition (financial or otherwise), operations or results of operations, in each case, other than any fact or state of facts, circumstances, change, effect, event or occurrence:
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(i)
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relating to the global economy, political conditions or securities markets in general;
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(ii)
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affecting the worldwide mining industry in general;
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(iii)
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relating to any of the principal markets served by that Person’s business generally or shortages or price changes with respect to raw materials, metals or other products used or sold by that Person;
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(iv)
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relating to any generally applicable change in applicable Laws (other than orders, judgments or decrees against the Person or any of its Subsidiaries and material joint ventures); or
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(v)
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attributable to the announcement or pendency of this Agreement or the Transaction or otherwise contemplated by or resulting from the terms of this Agreement,
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(b)
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either individually or in the aggregate prevents, or individually or in the aggregate would reasonably be expected to prevent, the Person from performing its material obligations under this Agreement in any material respect;
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Section 1.2
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Interpretation Not Affected by Headings
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Section 1.3
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Number, Gender and Persons
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Section 1.4
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Date for any Action
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Section 1.5
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Statutory References
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Section 1.6
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Currency
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Section 1.7
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Invalidity of Provisions
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Section 1.8
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Accounting Matters
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Section 1.9
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Schedules
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Schedule
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Description
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A
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Loan Agreement
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B
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Sandstorm Gold Special Warrant Certificate
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C
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Accredited Investor Certificate
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Section 2.1
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Closing
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Section 2.2
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Tender
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Section 2.3
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Purchase Price
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Section 2.4
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Top Up Provision
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(a)
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Sandstorm Gold shall acquire or offer to acquire 100% of the remaining issued and outstanding voting securities of the Royalty Company on or before the 18 month anniversary of the Closing Date by way of takeover bid, plan of arrangement, amalgamation, business combination or otherwise (the “Sandstorm Gold Subsequent Acquisition”); and
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(b)
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the average price of the securities of the Royalty Company to Sandstorm Gold pursuant to the Sandstorm Gold Subsequent Acquisition is at a premium to the $2.10 per Royalty Company Unit price paid by Sandstorm Gold to Premier Gold for the Royalty Company Securities pursuant to this Agreement (being on the basis of $1.91 per one Royalty Company Common Share, $0.16 per one Royalty Company Class I Warrant and $0.03 per one Royalty Company Class II Warrant);
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(c)
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Upon the completion of a Sandstorm Gold Subsequent Acquisition, Sandstorm Gold shall pay to Premier Gold an amount that is equal to the difference between the $2.10 per Royalty Company Unit and the average price of the voting securities of Royalty Company that Premier Gold would have received had Premier Gold sold the Royalty Company Securities to Sandstorm Gold pursuant to the Sandstorm Gold Subsequent Acquisition. The amount, if any, to be paid by Sandstorm Gold to Premier Gold pursuant to the aforesaid top up, shall be paid in cash, or subject to the receipt by Sandstorm Gold of requisite regulatory approval, including without limitation, the consent of the TSX, shall be settled by way of the issuance of Sandstorm Gold Common Shares at an issue price per Sandstorm Gold Common Share equal to the 10 day VWAP of the Sandstorm Gold Common Shares as at the period ending on the date of completion of the Sandstorm Gold Subsequent Acquisition.
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Section 3.1
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Representations and Warranties of Premier Gold
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(a)
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Organization. Premier Gold has been incorporated, is validly subsisting under the laws of its jurisdiction of incorporation and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. All of the Royalty Company Securities are owned by Premier Gold, free and clear of any and all Encumbrances. Premier Gold is a “control person” of the Royalty Company as defined in the Securities Act (Ontario).
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(b)
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Acts of Bankruptcy. Premier Gold is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not taken any proceedings with respect to a compromise or arrangement, has not taken any proceedings to have itself declared bankrupt or wound-up, has not taken any proceedings to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its assets and no execution or distress is enforceable or levied upon any of its assets and no petition for a receiving order in bankruptcy is filed against Premier Gold.
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(c)
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Other Commitments. There are no rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Premier Gold to sell any of the Royalty Company Securities.
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(d)
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Authority. Premier Gold has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Premier Gold has been authorized by the directors of Premier Gold and no other corporate proceedings on the part of Premier Gold are necessary to authorize this Agreement. This Agreement has been executed and delivered by Premier Gold and constitutes a legal, valid and binding obligation of Premier Gold, enforceable against Premier Gold in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors rights generally, and to general principles of equity. The execution and delivery by Premier Gold of this Agreement and the performance by Premier Gold of its obligations hereunder and the completion of the Transaction, do not and will not:
|
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(i)
|
result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of:
|
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(A)
|
the articles or by-laws (or their equivalent) of Premier Gold,
|
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(B)
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any Law, or
|
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(C)
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any contract, agreement, licence or permit to which Premier Gold is bound or is subject to or of which Premier Gold is the beneficiary;
|
|
(ii)
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give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by Premier Gold to come due before their stated maturity or cause any available credit to cease to be available; or
|
|
(iii)
|
result in the imposition of any Encumbrance upon any of the property or assets of Premier Gold or restrict, hinder, impair or limit the ability of Premier Gold to carry on business as and where such business is now being conducted.
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(e)
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Absence of Material Changes. Other than as set out in the Premier Gold Disclosure Letter, there is not presently any material change, as defined in the Securities Laws, relating to Premier Gold or any change in any material fact, as defined in the Securities Laws which has not been fully disclosed in accordance with the requirements of the Securities Laws and the policies of the TSX.
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(f)
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Judgements of Royalty Company. To the best of Premier Gold’s knowledge, there is no order ceasing or suspending trading in the Royalty Company Common Shares or the Convertible Securities of the Royalty Company nor prohibiting the sale of the Royalty Company Common Shares or the Convertible Securities of the Royalty Company has been issued and is outstanding against the Royalty Company or its directors, officers or promoters and no investigations or proceedings for such purposes are pending or, to the knowledge of Premier Gold, threatened.
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(g)
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No Material Actions of Premier Gold or Judgements of Premier Gold. Except as provided in the Premier Gold Disclosure Letter, there are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of Premier Gold) affecting Premier Gold nor, to the knowledge of Premier Gold, any threats of material actions, proceedings or investigations that have been made to Premier Gold or to the knowledge of Premier Gold, that are pending against Premier Gold, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign. Except as provided in the Premier Gold Disclosure Letter, there are no judgments against Premier Gold which are unsatisfied, nor is Premier Gold
|
|
subject to any consent decrees or injunctions. No investigations or proceedings for such purposes are pending or, to the knowledge of Premier Gold, threatened.
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(h)
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Taxes. All Taxes due and payable by Premier Gold have been paid except for where the failure to pay such Taxes would not constitute a Material Adverse Effect. All Tax returns, declarations, remittances and filings required to be filed by Premier Gold have been filed with all appropriate Governmental Entities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute a Material Adverse Effect.
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(i)
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Representations and Warranties Required by Sandstorm Gold in connection with Sandstorm Gold Special Warrants.
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(i)
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Sandstorm Gold has advised Premier Gold that Sandstorm Gold is relying on exemptions from the requirements under the Securities Laws to provide Premier Gold with a prospectus or registration statement, and no prospectus or registration statement has been filed by Sandstorm Gold with any of the Commissions in connection with the issuance of the Sandstorm Gold Special Warrants or the Underlying Sandstorm Gold Common Shares, and as a consequence:
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1.
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Premier Gold is restricted from using most of the civil remedies available under the Securities Laws. Certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to Premier Gold;
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2.
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Premier Gold may not receive information that would otherwise be required to be provided to it under the Securities Laws; and
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3.
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Sandstorm Gold is relieved from certain obligations that would otherwise apply under the Securities Laws.
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(ii)
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Premier Gold is purchasing the Sandstorm Gold Special Warrants as principal for its own account and not for the benefit of any other Person.
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(iii)
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Premier Gold is a resident of the province of Ontario.
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(iv)
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Premier Gold is an Accredited Investor by virtue of the fact that Premier Gold falls within one or more of the subparagraphs of the definition of Accredited Investor set out in the Accredited Investor Certificate attached as Schedule “C”.
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(v)
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Premier Gold is at arm’s length with Sandstorm Gold within the meaning of the Securities Laws and the policies of the TSX.
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(vi)
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Premier Gold is not a “control person” of Sandstorm Gold as defined in the Securities Act (Ontario).
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(vii)
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No agency, stock exchange or governmental agency, securities commission or similar regulatory authority or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation or endorsement with respect to the Sandstorm Gold Special Warrants or the Underlying Sandstorm Gold Common Shares. There is no government or other insurance covering the Sandstorm Gold Special Warrants or the Underlying Sandstorm Gold Common Shares. There are risks associated with the purchase of the Sandstorm Gold Special Warrants and Premier Gold is aware of the risks and other characteristics of the Sandstorm Gold Special Warrants. There are restrictions on the ability of Premier Gold to resell the Sandstorm Gold Special Warrants and the Underlying Sandstorm Gold Common Shares.
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(viii)
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No Person has made to Premier Gold any written or oral representations that any Person will resell or repurchase any of the Sandstorm Gold Special Warrants or the Underlying Sandstorm Gold Common Shares, that any Person will refund the purchase price therefor or as to the future price or value of any of the Underlying Sandstorm Gold Common Shares.
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(ix)
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Premier Gold acknowledges that it has not received an offering memorandum, prospectus or other disclosure document in respect of the Sandstorm Gold Special Warrants or the Underlying Sandstorm Gold Common Shares. Premier Gold has had access to the public filings of Sandstorm Gold on the Internet at www.sedar.com. Premier Gold has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Sandstorm Gold Special Warrants or the Underlying Sandstorm Gold Common Shares. Premier Gold has no knowledge of a “material fact” or “material change” (as those terms are defined in the Securities Laws) in the affairs of Sandstorm Gold that has not been generally disclosed to the public.
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(j)
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No Broker’s Commission. Premier Gold has not entered into any agreement that would entitle any Person to any valid claim against Sandstorm Gold for a
|
|
brokers commission, finder’s fee or any like payment in respect of the Transaction or any other matter contemplated by this Agreement.
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(k)
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Full Disclosure. All information made available to Sandstorm Gold by Premier Gold relating to Premier Gold is true and correct in all material respects and no material fact or facts have been knowingly omitted therefrom which would make such information misleading.
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Section 3.2
|
Representations and Warranties of Sandstorm Gold
|
(a)
|
Organization. Sandstorm Gold has been incorporated, is validly subsisting under the laws of its jurisdiction of incorporation and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted.
|
(b)
|
Acts of Bankruptcy. Sandstorm Gold is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not taken any proceedings with respect to a compromise or arrangement, has not taken any proceedings to have itself declared bankrupt or wound-up, has not taken any proceedings to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its assets and no execution or distress is enforceable or levied upon any of its assets and no petition for a receiving order in bankruptcy is filed against Sandstorm Gold.
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(c)
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Capitalization. The authorized capital of Sandstorm Gold consists of an unlimited number of common shares. As at the date hereof there are 86,113,488 Sandstorm Gold Common Shares, that are issued and outstanding as fully paid and non-assessable shares. The Convertible Securities of Sandstorm Gold are as set forth in the Sandstorm Gold Disclosure Letter. Save and except as set out in the Sandstorm Gold Disclosure Letter, there are no Convertible Securities or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Sandstorm Gold to issue or sell any Sandstorm Gold Common Shares or any securities or obligations of any kind convertible into or exchangeable for any Sandstorm Gold Common Shares.
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(d)
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Authority. Sandstorm Gold has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Sandstorm Gold has been authorized by the directors of Sandstorm Gold and no other corporate proceedings on the part of Sandstorm Gold are necessary to authorize this Agreement. This Agreement has been executed and delivered by Sandstorm
|
|
Gold and constitutes a legal, valid and binding obligation of Sandstorm Gold, enforceable against Sandstorm Gold in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors rights generally, and to general principles of equity. The execution and delivery by Sandstorm Gold of this Agreement and the performance by Sandstorm Gold of its obligations hereunder and the completion of the Transaction including the issue of the Sandstorm Gold Special Warrants and the Underlying Sandstorm Gold Common Shares, do not and will not:
|
|
(i)
|
result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of:
|
|
(A)
|
the articles or by-laws (or their equivalent) of Sandstorm Gold;
|
|
(B)
|
any Law, or
|
|
(C)
|
any contract, agreement, licence or permit to which Sandstorm Gold is bound or is subject to or of which Sandstorm Gold is the beneficiary;
|
|
(ii)
|
give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by Sandstorm Gold to come due before their stated maturity or cause any available credit to cease to be available; or
|
|
(iii)
|
result in the imposition of any Encumbrance upon any of the property or assets of Sandstorm Gold or restrict, hinder, impair or limit the ability of Sandstorm Gold to carry on business as and where such business is now being conducted.
|
(e)
|
Reporting Issuer Status. Sandstorm Gold is a reporting issuer under the Securities Laws of all of the provinces of Canada save and except for Quebec. Sandstorm Gold is not included on a list of defaulting reporting issuers maintained by the Securities Authority in each of such provinces. Sandstorm
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|
Gold has at all times complied with its obligations to make timely disclosure of all material changes relating to it and there is no material change relating to Sandstorm Gold which has occurred and with respect to which the requisite material change report has not been filed with the Securities Authorities.
|
(f)
|
Listing of Common Shares of Sandstorm Gold. The Sandstorm Gold Common Shares are listed and posted for trading on the TSX. No order ceasing or suspending trading in any securities of Sandstorm Gold or prohibiting the sale of the Sandstorm Gold Common Shares has been issued and no proceedings for such purpose has been threatened or, to the knowledge of Sandstorm Gold, are pending. Sandstorm Gold has not taken and shall not take any action which would be reasonably expected to result in the delisting or suspension of the common shares of Sandstorm Gold on or from the TSX.
|
(g)
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Absence of Material Changes. There is not presently any material change, as defined in the Securities Laws, relating to Sandstorm Gold or a change in any material fact, as defined in the Securities Laws, relating to the Sandstorm Gold Common Shares or the Convertible Securities of Sandstorm Gold which has not been fully disclosed in accordance with the requirements of the Securities Laws and the policies of the TSX.
|
(h)
|
No Material Actions or Judgements of Sandstorm Gold. Except as provided in the Sandstorm Gold Disclosure Letter, there are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of Sandstorm Gold) or affecting Sandstorm Gold nor any threats of material actions, proceedings or investigations that have been made to Sandstorm Gold or to the knowledge of Sandstorm Gold that are pending against Sandstorm Gold at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign. Except as provided in the Sandstorm Gold Disclosure Letter, there are no judgments against Sandstorm Gold which are unsatisfied, nor is Sandstorm Gold subject to any consent decrees or injunctions and no order ceasing or suspending trading in the Sandstorm Gold Common Shares nor prohibiting the sale of the Sandstorm Gold Common Shares has been issued to and is outstanding against Sandstorm Gold or its directors, officers or promoters and, to Sandstorm Gold’s knowledge, no investigations or proceedings for such purposes are pending or threatened.
|
(i)
|
No Broker’s Commission. Sandstorm Gold has not entered into any agreement that would entitle any Person to any valid claim against Premier Gold for a brokers commission, finder’s fee or any like payment in respect of the Transaction or any other matter contemplated by this Agreement.
|
(j)
|
Full Disclosure. All information made available to Premier Gold by the Sandstorm Gold is true and correct in all material respects and no material fact or
|
|
facts have been knowingly omitted which would make such information misleading.
|
(k)
|
Representations and Warranties Required by Premier Gold in connection with the Royalty Company Securities.
|
|
(i)
|
Premier Gold has advised Sandstorm Gold that Premier Gold is relying on exemptions from the requirements under the Securities Laws to provide Sandstorm Gold with a prospectus or registration statement, and no prospectus or registration statement has been filed by Premier Gold with any of the Commissions in connection with the sale of the Royalty Company Securities, and as a consequence:
|
|
(A)
|
Sandstorm Gold is restricted from using most of the civil remedies available under the Securities Laws. Certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to Sandstorm Gold;
|
|
(B)
|
Sandstorm Gold may not receive information that would otherwise be required to be provided to it under the Securities Laws; and
|
|
(C)
|
Premier Gold is relieved from certain obligations that would otherwise apply under the Securities Laws.
|
|
(ii)
|
Sandstorm Gold is at arm’s length with Premier Gold within the meaning of the Securities Laws and the policies of the TSX.
|
|
(iii)
|
Sandstorm Gold is not a “control person” of Premier Gold as defined in the Securities Act (Ontario).
|
|
(iv)
|
No agency, stock exchange or governmental agency, securities commission or similar regulatory authority or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation or endorsement with respect to the Royalty Company Securities. There is no government or other insurance covering the Royalty Company Securities. There are risks associated with the purchase of the Royalty Company Securities and Sandstorm Gold is aware of the risks and other characteristics of the Royalty Company Securities. There are restrictions on the ability of Sandstorm Gold to resell the Royalty Company Securities.
|
|
(v)
|
No Person has made to Sandstorm Gold any written or oral representations that any Person will resell or repurchase any of the Royalty Company Securities, that any Person will refund the purchase price therefor or as to the future price or value of any of the Royalty Company Securities.
|
|
(vi)
|
Sandstorm Gold acknowledges that it has not received an offering memorandum, prospectus or other disclosure document in respect of the Royalty Company Securities. Sandstorm Gold has had access to the public filings of Premier Gold and Royalty Company on the Internet at www.sedar.com. Sandstorm Gold has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Royalty Company Securities. Sandstorm Gold has no knowledge of a “material fact” or “material change” (as those terms are defined in the Securities Laws) in the affairs of Premier Gold or Royalty Company that has not been generally disclosed to the public.
|
Section 4.1
|
Survival
|
Section 5.1
|
Indemnity of the Parties
|
Section 5.2
|
Minimum Indemnification Claim
|
Section 5.3
|
Notice of Claims
|
Section 5.4
|
Investigation of Claims
|
Section 6.1
|
Notices
|
Section 6.2
|
Expenses
|
Section 6.3
|
Time of the Essence
|
Section 6.4
|
Entire Agreement
|
Section 6.5
|
Further Assurances
|
Section 6.6
|
Governing Law
|
Section 6.7
|
Execution in Counterparts
|
Section 6.8
|
Waiver
|
Section 6.9
|
Enurement and Assignment
|