Blueprint
MARCH 2, 2020 | VANCOUVER,
BC
SANDSTORM GOLD ROYALTIES ANNOUNCES EARLY WARRANT EXERCISE INCENTIVE
PROGRAM TO RAISE UP TO $50 MILLION
Sandstorm Gold Ltd. (“Sandstorm Gold Royalties”,
“Sandstorm” or the “Company”) (NYSE: SAND,
TSX: SSL) is pleased to announce an Early Warrant Exercise
Incentive Program (“Early Warrant Exercise Program”)
for its 15 million outstanding and unlisted share purchase warrants
having an exercise price of US$3.50 (“Exercise Price”)
and expiring on October 27, 2020 (the “Warrants”). The
Warrants were issued in connection with the Company’s
acquisition of certain silver, copper and gold streams from Yamana
Gold Inc. in 2015.
The Early Warrant Exercise Program is designed to encourage the
early exercise of the Warrants during a 10-day early exercise
period expected to commence on April 16, 2020 and terminate on
April 27, 2020 (the “Incentive Period”). The Company
proposes to incentivize the early exercise of the Warrants by
offering a reduction in the Exercise Price from US$3.50 to US$3.35
to holders of the Warrants (the “Warrantholders”) who
exercise the Warrants during the Incentive Period.
Nolan Watson, Sandstorm’s President & CEO remarked,
“The Early Warrant Exercise Program has the potential to
remove the overhang of a large block of in-the-money warrants and
provide additional capital for future deals. As a growth company,
Sandstorm is continually searching for new opportunities to
strengthen its portfolio. With this anticipated $50 million in cash
from the early warrant exercise, combined with our strong operating
cash flows and credit facility, Sandstorm expects to have capital
available to propel the company into the next phase of
growth.”
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TSX: SSL
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NYSE AMERICAN: SAND
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All of the Warrantholders have entered into formal support
agreements with Sandstorm, pursuant to which they have agreed
(subject to the Company receiving regulatory and shareholder
approval for the Early Warrant Exercise Program) to exercise their
Warrants during the Incentive Period. Assuming exercise of all
Warrants during the Incentive Period, Sandstorm expects to receive
gross proceeds of US$50.25 million on or before April 27, 2020 (the
last day of the Incentive Period). Sandstorm intends to use the
proceeds from this program to provide additional capital for
potential future deals. The Incentive Program is intended to
provide a cost-effective source of financing for
Sandstorm.
The Board of Directors of Sandstorm has approved the terms of the
Early Warrant Exercise Program and the submission of the program to
shareholders of the Company for their approval at the upcoming
Annual General and Special Meeting of the shareholders of the
Company to be held on April 15, 2020. The Early Warrant Exercise
Program is subject to the receipt of all required regulatory
approvals and consents, including approval by a simple majority of
the “disinterested shareholders” (being those
shareholders who do not own Warrants) and the Toronto Stock
Exchange (the “TSX”). Sandstorm expects to mail the
Management Information Circular and proxy material to its
shareholders on March 6, 2020.
The Company notes that, in order for U.S. Warrantholders to
exercise their Warrants, U.S. Warrantholders will be required to
qualify for an applicable exemption from registration under the
United States Securities Act of 1933, as amended.
If the Early Warrant Exercise Program is not approved by the TSX or
the shareholders, then the terms of the Warrants shall be deemed
unaffected and shall continue in full force and effect. In
addition, each Warrant that is not exercised during the Incentive
Period will remain outstanding and continue to entitle the holder
to acquire one common share of Sandstorm at the Exercise Price of
US$3.50 until October 27, 2020.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be
unlawful.
CONTACT INFORMATION
For more information about Sandstorm Gold Royalties, please visit
our website at www.sandstormgold.com
or email us at info@sandstormgold.com.
NOLAN WATSON
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KIM BERGEN
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PRESIDENT & CEO
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INVESTOR RELATIONS
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604 689 0234
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604 628 1164
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TSX: SSL
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NYSE AMERICAN: SAND
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ABOUT SANDSTORM GOLD ROYALTIES
Sandstorm is a gold royalty company that provides upfront financing
to gold mining companies that are looking for capital and in
return, receives the right to a percentage of the gold produced
from a mine, for the life of the mine. Sandstorm has acquired a
portfolio of 191 royalties, of which 23 of the underlying mines are
producing. Sandstorm plans to grow and diversify its low cost
production profile through the acquisition of additional gold
royalties.
For more information visit:
www.sandstormgold.com.
CAUTIONARY STATEMENTS TO U.S. SECURITYHOLDERS
The financial information included or incorporated by reference in
this press release or the documents referenced herein has been
prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards
Board, which differs from US generally accepted accounting
principles (“US GAAP”) in certain material respects,
and thus are not directly comparable to financial statements
prepared in accordance with US GAAP.
Information contained or referenced in this press release or in the
documents referenced herein concerning the properties, technical
information and operations of Sandstorm has been prepared in
accordance with requirements and standards under securities laws,
which differ from the requirements of US securities laws. The terms
“mineral resource”, “measured mineral
resource”, “indicated mineral resource” and
“inferred mineral resource” used in this or in the
documents incorporated by reference herein are mining terms as
defined in accordance with National Instrument 43-101
– Standards of Disclosure for
Mineral Projects under
guidelines set out in the Definition Standards for Mineral
Resources and Mineral Reserves adopted by the Canadian Institute of
Mining, Metallurgy and Petroleum Council on 11 December 2005. While
the terms “mineral resource”, “measured mineral
resource”, “indicated mineral resource” and
“inferred mineral resource” are recognized and required
by securities laws other than the requirements of US securities
laws, they are not recognized by the Securities and Exchange
Commission (“SEC”). Disclosure of contained ounces are
or may be permitted disclosure under regulations applicable to
Sandstorm; however, the SEC normally only permits issuers to report
resources as in place tonnage and grade without reference to unit
of production measures. As such, certain information contained in
this document or in the documents incorporated by reference herein
concerning descriptions of mineralization and mineral resources
under these standards may not be comparable to similar information
made public by US companies subject to reporting and disclosure
requirements of the SEC.
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. Forward-looking statements include, but are not limited
to, the terms, timing and expected amount of proceeds to be
received as part of the Early Warrant Exercise Program, statements
with respect to the approval of the Early Warrant Exercise Program
by shareholders and the TSX, 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, changes in business plans and strategies, market
conditions, share price, best use of available cash, gold and other
commodity 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, other commodities or receive royalties from,
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 and
other commodities, 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, 2019 and the section entitled “Risk
Factors” contained in the Company’s annual information
form dated March 21, 2019 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 or incorporated by reference, except in accordance with
applicable securities laws.
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TSX: SSL
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NYSE AMERICAN: SAND
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