Sandstorm Metals & Energy Ltd.
TSX VENTURE : SND

Sandstorm Metals & Energy Ltd.

December 23, 2010 14:14 ET

Sandstorm Metals & Energy Completes CDN$100 Million Equity Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 23, 2010) -

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. ("Sandstorm Energy" or the "Corporation") (TSX VENTURE:SND) is pleased to announce that it has completed its previously announced equity financing (the "Offering") of special warrants (the "Special Warrants") raising gross proceeds of approximately Cdn$100 million through a syndicate of agents led by Cormark Securities Ltd. and including Paradigm Capital Inc., National Bank Financial Inc. and NCP Northland Capital Partners Inc. (collectively the "Agents"). The Agents were paid a commission equal to 7.0% of the gross proceeds from the Offering as consideration for their services rendered in connection with the Offering.

The Special Warrants, as well as the common shares and warrants to be issued upon exercise thereof, are subject to a four-month hold period under applicable Canadian securities laws which expires on April 24, 2011.

Each Special Warrant entitles the holder thereof to receive one unit (a "Unit") on the exercise or deemed exercise of the Special Warrant without payment of any additional consideration. Each Unit will consist of one common share of the Corporation (a "Common Share") and one-half of one Common Share purchase warrant (a whole warrant a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price of US$0.70 until December 23, 2012, subject to adjustment as described below.

The Corporation will use its commercially reasonable best efforts to file a prospectus qualifying the distribution of the Common Shares and Warrants and to have a receipt for a final prospectus issued by the securities commissions in Canada by January 21, 2011. In the event that the Corporation has not received a receipt for a final prospectus within 60 days of closing, the terms of the Warrants will be extended from two years to five years and the exercise price per Warrant will be reduced from US$0.70 to US$0.65.

The net proceeds of the Offering will be used to fund the upfront consideration for each of the NovaDX Transaction (US$38 million), the Royal Coal Transaction (US$11 million), the Royalty (US$3 million), and for future streaming acquisitions and for general corporate and working capital purposes.

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.

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 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 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 operations from which Sandstorm Energy will purchase coal 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 and competition. Although Sandstorm 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 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 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.

Contact Information

  • Sandstorm Metals & Energy Ltd.
    Nolan Watson
    President and Chief Executive Officer
    (604) 689-0234
    or
    Sandstorm Metals & Energy Ltd.
    Denver Harris
    Investor Relations Contact
    (604) 689-0234
    www.sandstormresources.com