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.