Sandspring Resources Ltd.
TSX VENTURE : SSP.P

Sandspring Resources Ltd.

November 24, 2009 17:07 ET

Sandspring Resources Ltd. Announces Completion of Qualifying Transaction to Acquire Mineral Exploration Property Located in Guyana, South America

CALGARY, ALBERTA--(Marketwire - Nov. 24, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Sandspring Resources Ltd. (the "Corporation") (TSX VENTURE:SSP.P) is pleased to announce that it has completed the acquisition of 100% of the issued an outstanding shares of GoldHeart Investment Holdings Ltd. ("GoldHeart") and certain corollary transactions (the "Acquisition") as the Corporation's "Qualifying Transaction" (as such term is defined in the policies of the TSX Venture Exchange) (the "Qualifying Transaction") resulting in GoldHeart becoming a wholly-owned subsidiary of the Corporation.

Pursuant to a prospectus filed with securities regulators in the provinces of British Columbia, Alberta, Saskatchewan and Ontario in connection with the Corporation's previously completed $6,000,050 private placement financing (the "Offering") of subscription receipts ("Subscription Receipts"), and concurrent with the closing of the Qualifying Transaction, the Subscription Receipts have been exercised into common shares ("Common Shares") and warrants ("Warrants") of the Corporation. Specifically, each Subscription Receipt was deemed to have been exercised, for no additional consideration, into 1.1 Common Shares and 0.55 Warrants (each Warrant exercisable to acquire one Common Share at an exercise price of $0.50 for a period of 36 months from closing of the Qualifying Transaction). The net proceeds of the Offering have been released from escrow to the Corporation.

As a result of the completion of the Qualifying Transaction, the Corporation holds all of the issued and outstanding shares of GoldHeart and thereby controls all of the issued and outstanding common stock of ETK, Inc., a company whose principal asset is the Toroparu Gold-Copper Prospect, Upper Puruni River Area, Guyana.

In connection with the closing of the Qualifying Transaction, Mark C. Maier resigned as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Corporation and Charles G. Gryba resigned as a director of the Corporation; in conjunction with the Closing of the Qualifying Transaction, Mr. Gryba was appointed as Vice President, Technical, of the Corporation. In addition, the following directors and / or officers were appointed in conjunction with the closing of the Qualifying Transaction: John R. Adams, Director; Abraham P. Drost, President; Richard A. Munson, Chief Executive Officer, Corporate Secretary and Director, and Jeffrey L. Vigil, Chief Financial Officer. As a result of the completion of the Qualifying Transaction, there are 71,358,360 Common Shares issued and outstanding. For brief biographies of the above-noted individuals appointed as directors and / or officers of the Corporation and other details relating to the Qualifying Transaction, please refer to the Corporation's prospectus dated November 13, 2009, which can be viewed on SEDAR under the Corporation's company profile at www.sedar.com.

In addition, pursuant to the Corporation's stock option plan, stock options to acquire 3,828,100 Common Shares at an exercise price of $0.50 per Common Share for a period of 5 years from closing of the Qualifying Transaction, have been granted to certain directors, officers, employees and consultants.

The Corporation has filed final submissions with the TSX Venture Exchange in connection with the closing of the Qualifying Transaction.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Corporation. The securities of the Corporation to be issued in connection with the Private Placement have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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.

Contact Information

  • Sandspring Resources Ltd.
    Mr. Abraham Drost
    President
    (720) 854-0104
    or
    Sandspring Resources Ltd.
    8000 South Chester Street, Suite 375
    Centennial CO 80112