Sandstorm Gold Announces the Acquisition of Common Shares and Warrants of Premier Royalty
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 29, 2013) - Sandstorm Gold Ltd. ("Sandstorm" or the "Company") (NYSE MKT:SAND)(TSX:SSL) is pleased to announce that it has entered into a share purchase agreement (the "Agreement") with Premier Gold Mines Ltd. ("Premier Gold") to acquire common shares (the "Common Shares") and warrants (the "Warrants") of Premier Royalty Inc. ("Premier Royalty"). Sandstorm has purchased 33,655,821 Common Shares, representing approximately 43.2% of the currently issued and outstanding shares of Premier Royalty, and 6,965,676 Warrants, each exercisable to acquire one common share of Premier Royalty at a price of CAD$2.00. Of the Warrants, 5,508,176 expire on December 4, 2016 (subject to expiry acceleration provisions) and 1,457,500 expire on October 7, 2014.
Pursuant to the terms of the Agreement, Sandstorm will issue Premier Gold 5,604,277 special warrants (subject to the approval of the Toronto Stock Exchange) each being exercisable into one common share of Sandstorm. Sandstorm has also provided Premier Gold with a temporary six month credit facility up to US$70 million, which will bear interest at a 0.3% premium to the interest rate that the Company would be charged by its lenders if funds were drawn from its revolving debt facility.
Sandstorm's President and CEO Nolan Watson commented, "Premier Royalty has a base of existing royalties and a strong team that is capable of growth through accretive acquisitions. Owning a significant interest in Premier Royalty gives Sandstorm continued exposure to smaller stream and royalty acquisitions, allowing Sandstorm's team to focus on transactions that are material to our shareholders. Today's acquisition is the beginning of a strategic relationship between Sandstorm and Premier Royalty, one that we believe will be beneficial to shareholders of both companies."
The Agreement contains a top up provision whereby if Sandstorm acquires 100% of the remaining issued and outstanding securities of Premier Royalty on or before the 18 month anniversary of the execution of the Agreement (the "Subsequent Acquisition") and the average price of the securities of Premier Royalty purchased through the Subsequent Acquisition is greater than the per unit price paid by Sandstorm under the Agreement, Sandstorm must pay Premier Gold an amount that is equal to the difference between the per unit price paid under the Agreement, and the average price of the voting securities of Premier Royalty that Premier Gold would have received if Premier Gold sold the Common Shares and Warrants to Sandstorm pursuant to the Subsequent Acquisition.
The acquisition of the Common Shares and Warrants by Sandstorm was effected for investment purposes. Sandstorm may from time to time acquire additional securities of Premier Royalty, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position. An early warning report, as required under National Instrument 62-103, containing additional information with respect to the foregoing matters will be filed by the Company on Premier Royalty's SEDAR profile at www.sedar.com. |
