Sandstorm Resources Ltd.
TSX VENTURE : SSL.P

Sandstorm Resources Ltd.

February 19, 2008 13:26 ET

Sandstorm to Include Flow Through Shares in Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 19, 2008) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Sandstorm Resources Ltd. (TSX VENTURE:SSL.P) ("Sandstorm" or the "Company") has amended the terms of a proposed private placement previously announced on January 23, 2008. The new proposed private placement will now include a portion as flow-through units.

Sandstorm proposes to complete, concurrently with the closing of the Option Agreement on the Elsiar Property, a non-brokered private placement of up to 11,350,000 units of the Company at a price of $0.10 per unit, for gross proceeds of up to $1,135,000. The Company has amended this private placement to include up to 2,000,000 "flow-through" units at a price of $0.10 per unit, for gross proceeds of up to $200,000. The flow-through units will consist of one flow-through common share of the Company and one non-flow-through warrant. Warrants comprising both the units and flow-through units will be transferable and will entitle the holders thereof to purchase one non-flow-through common share of Sandstorm at a price of $0.195 per share for a period of two years following closing.

All securities issued under the private placement will be on a post-subdivision basis, as described in the Company's news release dated January 23, 2008.

Sandstorm anticipates that, of the maximum 13,350,000 units to be issued under the proposed private placement, up to approximately 41.6% of the units will be subscribed for by current insiders, new insiders and their associates or affiliates. Accordingly, the private placement will to that extent be a "related party transaction" under the policies of the TSX Venture Exchange but will be exempt from the valuation and shareholder approval requirements.

The proceeds of this private placement will be used to fund the costs associated with completing the Company's Qualifying Transaction, the proposed work programs on the Elsiar Project, and for general working capital purposes. The specific proceeds raised in respect of the flow-through units will be used to incur Canadian exploration expenses and flow-through mining expenditures under the Income Tax Act (Canada) on the Elsiar Project, located in British Columbia.

Completion of the private placement and the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Trading in the Company's common shares on the Exchange remain halted pending completion of the Qualifying Transaction.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Any public offering of securities in the United States must be made by means of a prospectus that contains detailed information about the Company and its management, as well as financial statements.

ON BEHALF OF SANDSTORM RESOURCES LTD.

Dean Fenwick, Chief Executive Officer and Director

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

Contact Information

  • Sandstorm Resources Ltd.
    Patrick De Witt
    (604) 628-1110
    (604) 688-0094 (FAX)