Sandstorm Metals & Energy Ltd.
TSX VENTURE : SND

Sandstorm Metals & Energy Ltd.

July 14, 2011 11:57 ET

Sandstorm Metals & Energy Announces Increased Bought Deal Financing to Cdn$45 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 14, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Sandstorm Metals & Energy Ltd. (the "Corporation" or "Sandstorm Metals & Energy") (TSX VENTURE:SND) is pleased to announce that it has increased its previously announced bought deal financing from Cdn$25,025,000 to Cdn$45,003,750 and has maintained the size of the over-allotment option at Cdn$3,753,750. A syndicate co-led by Cormark Securities Inc. and National Bank Financial Inc., and including BMO Capital Markets, Canaccord Genuity Corp., Paradigm Capital Inc. and Casimir Capital Ltd. (collectively, the "Underwriters") has agreed to purchase, on a bought deal basis, 81,825,000 units (the "Units") at a price of Cdn$0.55 per Unit for gross proceeds of Cdn$45,003,750 (the "Offering"). Each Unit will consist of one common share of the Corporation (each, a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Corporation at a price of US$0.70 at any time prior to December 23, 2012 (same terms as the warrants that are currently trading on the TSX Venture Exchange under the symbol SND.WT).

The Corporation has agreed to grant to the Underwriters an over-allotment option for a period of 30 days from the closing of the Offering under which they may purchase up to an additional 6,825,000 Units issued pursuant to the Offering, to cover over-allotments, if any, and for market stabilization purposes. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be Cdn$48,757,500. The Common Shares and Warrants comprising the Units to be issued under the Offering will be offered by way of a short form prospectus in all of the provinces of Canada, other than the Province of Quebec.

The net proceeds of the Offering will be used to fund the upfront consideration for the Thunderbird transaction, for future streaming acquisitions and for working capital purposes.

The Offering is expected to close on or about August 3, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSXV and the securities regulatory authorities.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT SANDSTORM METALS & ENERGY

Sandstorm Metals & Energy Ltd. is a growth focused resource based company that seeks to complete commodity purchase agreements with companies that have advanced stage development projects or operating projects. A commodity purchase agreement involves Sandstorm Metals & Energy making an upfront cash payment to its partners and in exchange, Sandstorm Metals & Energy receives the right to purchase a percentage of the commodity produced for the life of the asset, at a fixed price per unit. Sandstorm Metals & Energy helps other companies in the resource industry grow their business, while acquiring attractive assets in the process.

Sandstorm Metals & Energy is focused on low cost operations with excellent exploration potential and strong management teams. Sandstorm Metals & Energy has completed commodity purchase agreements with NovaDX Ventures Corp., Royal Coal Corp., Terrex Energy Inc., Donner Metals Ltd. and Thunderbird Energy Corp. For more information visit: http://www.sandstormmetalsandenergy.com.

Cautionary Note Regarding Forward-Looking Information

Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is based on reasonable assumptions that have been made by Sandstorm Metals & Energy 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 Metals & Energy 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 and oil and gas operations from which Sandstorm Metals & Energy will purchase coal, copper and oil and gas and risks related to those 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, coal and oil and gas, fluctuations in foreign exchange rates and fluctuations in interest rates; stock market volatility and competition. Although Sandstorm Metals & Energy 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 Metals & Energy 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 Metals & Energy does not provide any representation as to its comparability with other companies in its industry including, but not limited to Franco-Nevada Corporation, BHP Billiton, Rio Tinto and Western Coal.

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.

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