May 3, 2010 | Vancouver, BC
Sandstorm Resources Announces Receipt of Shareholder Approval For Spin-Out of Sandstorm Metals & Energy Ltd.
Vancouver, British Columbia, May 3, 2010 -- Sandstorm Resources Ltd. ("Sandstorm Resources" or the "Corporation") (TSX-V: SSL) is pleased to announce that its shareholders have overwhelmingly approved the spin-out of its option on the Eagle Lake uranium property (the "Eagle Lake Property") located in Saskatchewan, Canada and working capital in the amount of C$500,000 to its wholly-owned subsidiary, Sandstorm Metals & Energy Ltd. ("Sandstorm Metals") in exchange for common shares of Sandstorm Metals. Upon completion of the transfer of the Eagle Lake Property and working capital to Sandstorm Metals, Sandstorm Resources intends to distribute 100% of the common shares of Sandstorm Metals to Sandstorm Resources' shareholders on a pro rata basis (the "Spin-Out Transaction").
The Spin-Out Transaction will be completed by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). Full details of the Spin-Out Transaction are included in the information circular sent to Sandstorm Resources shareholders in connection with the shareholders meeting held on April 30, 2010. Sandstorm Resources shareholders will be entitled to receive one common share of Sandstorm Metals for every 35 common shares of Sandstorm Resources held as of the effective date of the Arrangement. No Sandstorm Resources options or warrants will entitle the holders to receive any shares or other convertible securities of Sandstorm Metals, except to the extent such holders exercise such options or warrants, as the case may be, to acquire common shares of Sandstorm Resources prior to the effective date of the Arrangement.
The Arrangement remains subject to the approval of the TSXV and the Supreme Court of British Columbia. A hearing on the Arrangement will be held on May 4, 2010 for the Final Order approving the Arrangement. Closing of the Spin-Out Transaction is anticipated to occur on or about May 10, 2010. The common shares of Sandstorm Metals are expected to commence trading on the TSX Venture Exchange under the symbol "SND" at the open on May 10, 2010.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the United States Securities Act of 1933, as amended, or an applicable exemption from such registration requirements.
ABOUT SANDSTORM RESOURCES
Sandstorm Gold Ltd. is a growth focused resource based company that seeks to complete gold purchase agreements with companies that have advanced stage development projects or operating mines. A gold purchase agreement involves Sandstorm making an upfront cash payment to its partners and in exchange, Sandstorm receives the right to purchase a percentage of the gold produced for the life of the mine, at a fixed price per ounce. Sandstorm helps other companies in the resource industry grow their business, while acquiring attractive assets in the process.
Sandstorm is focused on low cost operations with excellent exploration potential and strong management teams. Sandstorm has completed gold purchase agreements with Luna Gold Corp., SilverCrest Mines Inc., Santa Fe Gold Corp., Rambler Metals and Mining plc, Brigus Gold Corp., Metanor Resources Inc. and Donner Metals Ltd.
For more information visit: http://www.sandstormgold.com.
Cautionary Note Regarding Forward-Looking Information
Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities legislation. 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 include but are not limited to, statements with respect to the transactions contemplated by the proposed Consolidation of the Company's Common Shares and a proposed listing of the Company's securities in the United States. 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 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 mining operations from which Sandstorm will purchase gold 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; problems inherent to the marketability of minerals; industry conditions, including fluctuations in the price of metals, 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's annual report for the financial year ended December 31, 2011. Although Sandstorm 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 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 does not provide any representation as to its comparability with other companies in its industry including, but not limited to, Silver Wheaton Corp., Royal Gold, Inc., and Franco-Nevada Corporation.
Sandstorm Gold Ltd.
Nolan Watson, President & Chief Executive Officer
Denver Harris, Investor Relations Contact
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.