Sandspring Resources Ltd.
TSX VENTURE : SSP.P

Sandspring Resources Ltd.

July 11, 2008 16:01 ET

Sandspring Resources Ltd. Announces Completion of Private Placement

CALGARY, ALBERTA--(Marketwire - July 11, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Sandspring Resources Ltd. (the "Corporation") (TSX VENTURE:SSP.P) is pleased to announce the closing of the previously announced non-brokered private placement (the "Private Placement") of 1,200,000 Common Shares at an offering price of CAD$0.25 per Common Share for gross aggregate proceeds of $300,000.00. The proceeds will be used by the Corporation to finance the proposed acquisition of GoldHeart Investment Holdings Ltd. as the Corporation's qualifying transaction as previously announced in the Corporation's press release dated June 27, 2008. The Common Shares are restricted from resale until November 12, 2008.

Certain subscribers to the Private Placement are directors of the Corporation. Accordingly, the Private Placement is a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement is exempt from the formal valuation and minority approval requirements of MI 61-101 pursuant to subsection 5.5(b) as no securities of the Corporation are listed or quoted on specified markets as described in MI 61-101 and subsection 5.7(b) since the fair market value of the Private Placement that constitutes a "related party transaction" is not more than $2,500,000.

Mr. Mark Maier, the President, Chief Executive Officer, Chief Financial Officer and a director of the Corporation, acquired 300,000 common shares. On a post-closing basis, Mr. Maier directly or indirectly owned or controlled 1,300,000 common shares representing approximately 25% common shares issued and outstanding. Mr. Charles Gryba, a director of the Corporation, acquired, indirectly, 140,000 common shares. On a post-closing basis, Mr. Gryba directly or indirectly owned or controlled 640,000 common shares representing approximately 12.3% common shares issued and outstanding.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Sandspring Resources Ltd.
    Mr. Mark Maier
    President, Chief Executive Officer, Chief Financial Officer
    and Director
    (403) 228-8154
    or
    Sandspring Resources Ltd.
    115 - 17th Ave. S.W.
    Calgary, Alberta, T2S 0A1