April 24, 2008 | Vancouver, BC
Sandstorm Completes Its Qualifying Transaction And Related Financing Shares To Resume Trading On The TSX-V
Vancouver, B.C., April 24, 2008 -- Sandstorm Resources Inc. (TSXV: SSL.P) ("Sandstorm" or the "Company") is pleased to announce that it has completed and received final acceptance from the TSX Venture Exchange in respect of the Company's qualifying transaction originally announced on January 23, 2008 and described in detail in the Company's Filing Statement dated April 3, 2008 (available under the Company's profile at www.sedar.com). Pursuant to the qualifying transaction, the Company has entered into an Option Agreement with Eagle Plains Resources Ltd. ("Eagle Plains")(TSXV: EPL) under which the Company has a right to earn a 60% interest in the Elsiar Property located 35 km north of Terrace in British Columbia, Canada, for $500,000 cash, 700,000 post-split common shares and $3 million in exploration expenditures all over a five year period ending May 4, 2013. The Company has the right to earn an additional 15% in the property by paying all expenditures to prepare a bankable feasibility study by May 4, 2016.
In addition, the Company has closed a non-brokered private placement pursuant to which it raised approximately $1.3 million.
Closing of Private Placement
At the closing of the private placement, the Company issued an aggregate of 11,350,000 units and 2,000,000 "flow-through" units at a price of $0.10 per unit, for aggregate gross proceeds of $1,335,000. Each unit is comprised of one non-flow¬through common share of the Company and one warrant. Each flow-through unit is comprised of one flow-through common share and one warrant. The warrants comprising both the units and the flow-through units are transferable and entitle the holder to acquire one non-flow-through common share of the Company at an exercise price of $0.195 until April 22, 2010.
All securities issued or issuable under the private placement are subject to a four-month hold period expiring on August 23, 2008 pursuant to applicable Canadian securities laws and the policies of the TSX Venture Exchange.
The Resulting Issuer and Resumption of Trading
Following the closing of the qualifying transaction and the non-brokered private placement, Sandstorm has 17,892,000 issued common shares and 13,350,000 warrants outstanding that entitle the holders to purchase an equal number of common shares. A total of 100,000 stock options and 198,000 agent's warrants are also outstanding.
As indicated in the bulletin issued by the TSX Venture Exchange today, Sandstorm will resume trading on the TSX Venture Exchange at market open on Friday, April 25, 2008. The Company will be classified as a Tier 2 mining issuer with the trading symbol "SSL".
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Any public offering of securities in the United States must be made by means of a prospectus that contains detailed information about the Company and its management, as well as financial statements.
ON BEHALF OF THE BOARD
"Marcel de Groot"
Marcel de Groot
Chief Executive Officer and Director
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information contact: Marcel de Groot
Suite 1050, 625 Howe Street
Tel: (604) 628 1102
Fax: (604) 688 0094