TIDMMARL
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 June 2017
Recommended Combination
of
Mariana Resources Limited ("Mariana")
and
Sandstorm Gold Ltd ("Sandstorm")
Results of Court Meeting, Extraordinary General Meeting, and Annual
General Meeting
The Board of Directors of Mariana is pleased to announce that, at the
Guernsey Court Meeting and the Extraordinary General Meeting held
earlier today in connection with the recommended combination of Mariana
(AIM/TSXV: MARL) with Sandstorm (TSX: SSL and NYSE MKT: SAND) (the
"Combination"), (which is to be implemented by way of a court-sanctioned
scheme of arrangement under Part VIII of the Companies (Guernsey) Law,
2008) (the "Scheme"), Mariana Shareholders voted to:
-- Approve the Scheme by the requisite majorities at the
Guernsey Court Meeting;
-- Pass the Special Resolution in connection with the approval
of the Scheme and the amendment of the Mariana Articles at the
Extraordinary General Meeting; and
-- Pass the Ordinary Resolution in connection with the
implementation of the Retention Arrangements at the Extraordinary
General Meeting.
Voting results of the Annual General Meeting
All resolutions proposed at the Annual General Meeting were passed by
shareholders.
Details of the resolutions passed at the Guernsey Court Meeting,
Extraordinary General Meeting and Annual General Meeting are set out in
the notices contained in the scheme document dated 15 May 2017 that was
sent to Mariana Shareholders (the "Scheme Document"), which is available
on Mariana's website at www.marianaresources.com and available on SEDAR
under Mariana's profile at www.sedar.com.
Voting results of the Guernsey Court Meeting
The resolution proposed at the Guernsey Court Meeting, was decided on a
poll. A majority in number of those Scheme Shareholders present and
voting, either in person or by proxy, representing approximately 96.3
per cent. in value of all Scheme Shares in respect of which votes were
cast, voted in favour of the Scheme. Accordingly, the resolution
proposed at the Guernsey Court Meeting was duly passed on a poll vote
The voting of those Scheme Shareholders who cast votes either in person
or by proxy at the Guernsey Court Meeting was as follows:
Number of Percentage Number of Percentage
Scheme of Scheme Scheme of Scheme
Shares Shares Shareholders Shareholders Number of Scheme Shares voted as a percentage of issued
voted voted who voted who voted ordinary share capital entitled to vote on the Scheme
FOR 40,984,067 96.3% 57 90.5% 33.0%
AGAINST 1,583,551 3.7% 6 9.5% 1.3%
TOTAL 42,567,618 100.0% 63 100.0% 34.3%
Voting results of the Extraordinary General Meeting
At the Extraordinary General Meeting, the Special Resolution and the
Ordinary Resolution were decided on a poll vote and duly passed. The
voting of those Mariana Shareholders who cast votes either in person or
by proxy at the Extraordinary General Meeting was as follows:
Special Resolution
Number of votes Percentage of votes
FOR 32,680,763 94.9%
AGAINST 1,767,969 5.1%
TOTAL 34,448,732 100.0%
WITHHELD * 17,094
Ordinary Resolution
Number of votes Percentage of votes
FOR 30,431,704 94.5%
AGAINST 1,767,969 5.5%
TOTAL 32,199,673 100.0%
WITHHELD * 2,266,153
* A vote withheld is not a vote in law and counts neither "For" nor
"Against" the Special Resolution or the Ordinary Resolution.
Each of the Scheme and the Special Resolution were approved by a simple
majority of the votes cast thereon by the shareholders present in person
or by proxy and entitled to vote at each of the Guernsey Court Meeting
and the Extraordinary General Meeting, respectively, after excluding
Mariana shares beneficially owned or over which control or direction is
exercised by such persons whose votes were not included in determining
minority approval pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("MI
61-101").
Guernsey Court Hearing
In order to become effective, the Guernsey Court will need to sanction
the Scheme at the Guernsey Court Hearing. It is anticipated that the
Guernsey Court Hearing will be held on or around 26 June 2017 and that
the Scheme will become effective on or around 29 June 2017.
Expected Timetable of Events and Next Steps
Completion of the Combination remains subject to the satisfaction or (if
capable of waiver) waiver of the remaining Conditions, including the
aforementioned sanction of the Scheme.
The Government of the Republic of Cote d'Ivoire has confirmed that no
regulatory consents are required as a result of the Combination.
A full list of the Conditions to the implementation of the Combination
is included in the Scheme Document.
Mariana Optionholders and Mariana Warrantholders are reminded that they
should also review the letters dated 18 May 2017 sent to them by Mariana
regarding the effects of the proposed combination of Mariana and
Sandstorm on their options (in the case of Mariana Optionsholders) and
Mariana Warrants (in the case of Mariana Warrantholders) and the
proposals made to them in relation to such options and Mariana Warrants.
Mariana Optionholders and Mariana Warrantholders must, if they wish to
take advantage of those proposals, give notice to Mariana by, at the
very latest, the Scheme Record Time (being 5.00 p.m. (UK time) on 28
June 2017). Copies of the letters to Mariana Optionholders and Mariana
Warrantholders are available at Mariana's website at
www.marianaresources.com
It is intended that dealings in Mariana Shares on AIM will be suspended
at 7.30 a.m. on 26 June 2017 and that trading on TSXV will halt prior to
markets opening in Canada on 26 June 2017. The last day for dealings in,
and for registration of transfers in Mariana Shares will therefore be 23
June 2017. If the Guernsey Court sanctions the Scheme it is intended
that Sandstorm will procure that Mariana makes an application to cancel
the admission to trading of Mariana Shares on AIM, to take effect on or
around 30 June 2017, and it is anticipated that the Mariana Shares will
be delisted from TSXV as soon as practicable on or after 29 June 2017.
The record date for determining the holders of Mariana Shares entitled
to receive consideration pursuant to the Scheme, and the record date for
calculation of consideration payable, is expected to be 28 June 2017.
The Scheme will become effective on or around 29 June 2017. The above
dates are indicative only and will depend, among other things, on the
dates upon which the Guernsey Court sanctions the Scheme. Mariana will
announce any changes to these dates through a Regulatory Information
Service.
The expected timetable of remaining principal events is attached as an
appendix to this announcement.
Following the results of the passing of the resolutions at the
Extraordinary General Meeting, the retention letters between Sandstorm
and Glen Parsons and Eric Roth have been completed, details of which
were included in the Scheme Document.
Each of the directors of Mariana have also entered into termination
agreements with respect to their employment, which terminations are to
take effect on the Effective Date of the proposed Combination, on terms
that they will each receive accrual fees, payment for notice periods and
expenses due under their respective appointment agreements, in each case
in compensation for termination of employment and/or loss of office.
It is further anticipated that each of Glen Parsons, John Horsburgh, and
Ron Ho may remain Mariana Directors after the Effective Date during the
transitional period in order to assist with the continued operation of
Mariana on terms to be agreed (in the case of Glen Parsons and, if
relevant, in addition to his Retention Arrangement).
All references to time in this announcement are to London time unless
otherwise stated. Capitalised terms in this announcement, unless
otherwise defined, have the meaning given to them in the Scheme
Document.
For more information please contact:
Mariana
John Horsburgh, Independent Chairman and Non-Executive
Director
Glen Parsons, CEO
Karen Davies, Head of Investor Relations +61 2 8437 4588
RFC Ambrian Limited (Financial Adviser to Mariana)
Stephen Allen
Bhavesh Patel +44 (0) 20 3440 6800
Raymond James Ltd. (Canadian Financial Adviser to
Mariana)
John Willet
Craig McDougal +1 416 777 7000
Blytheweigh (PR Adviser to Mariana)
Tim Blythe
Camilla Horsfall
Megan Ray +44 (0) 207 138 3224
Sandstorm
Nolan Watson, President & CEO +1 604 689 0234
Adam Spencer, Senior Vice President, Corporate Development +1 416 238 1152
Denver Harris, Investor Relations +1 604 628 1178
KPMG LLP (Financial Adviser to Sandstorm)
Helen Roxburgh
Michael Nicholson +44 (0) 207 311 1000
IMPORTANT NOTICE
RFC Ambrian Limited, which is authorised and regulated by the FCA, is
acting exclusively for Mariana and noSHYone else in connection with the
Combination and will not be responsible to anyone other than Mariana for
providing the protections afforded to clients of RFC Ambrian Limited nor
for providing advice in relation to the Combination or any other matters
referred to in this announcement.
Raymond James Ltd. is acting exclusively as Canadian financial adviser
to Mariana and to the Mariana Independent Directors, and noSHYone else
in connection with the Combination and will not be responsible to anyone
other than Mariana for providing the protections afforded to clients of
Raymond James Ltd. nor for providing advice in relation to the
Combination or any other matters referred to in this announcement.
KPMG LLP, which is authorised and regulated in the UK by the FCA, is
acting exclusively as financial adviser to Sandstorm in relation to the
Combination, and is not acting for any other person in relation to such
Combination. KPMG LLP will not be responsible to anyone other than
Sandstorm for providing the protections afforded to its clients nor for
providing advice in relation to the Combination or any other matters
referred to in this announcement or otherwise.
Further information
This announcement is not intended to and does not constitute, or form
part of, an offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Combination or otherwise, nor shall there
be any sale, issuance or transfer of securities of Mariana in any
jurisdiction in contravention of applicable law. The Combination is
being made solely by means of the Scheme Document, which contains the
full terms and conditions of the Combination including details of how to
vote in respect of the Scheme
Overseas jurisdictions
The availability of the Combination to Mariana Shareholders who are not
resident in and citizens of the UK or Guernsey may be affected by the
laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK or Guernsey
should inform themselves of, and observe, any applicable tax, legal or
regulatory requirements of their jurisdictions. Relevant clearances have
not been, and will not be, obtained from the securities commission or
similar regulatory authority of any province or territory of Canada.
Further details in relation to overseas shareholders will be contained
in the Scheme Document.
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK or Guernsey may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction
other than the UK or Guernsey should inform themselves about, and
observe, any applicable requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Combination
disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the
purposes of complying with English law, Guernsey law, certain applicable
Canadian securities laws, the AIM Rules, the policies of the TSXV, the
rules of the London Stock Exchange and the Code and the information
disclosed may not be the same as that which would have been disclosed if
this announcement had been prepared in accordance with the laws of
jurisdictions outside of England or Guernsey.
Copies of this announcement and the formal documentation relating to the
Scheme and the Combination will not be, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the laws
of that jurisdiction.
Notice to US Holders, US Optionholders and US Warrantholders
The Combination and the securities to be issued in connection with the
Combination have not been approved or disapproved by the SEC or the
securities regulatory authority of any state of the United States, nor
has the SEC or any such state securities regulatory authority passed
upon the fairness or merits of the Combination or upon the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence. This announcement does not constitute, or form part of,
any offer to sell or the solicitation of any offer to buy any securities,
nor will there be any purchase or transfer of the securities referred to
in this document in any jurisdiction in contravention of applicable law
or regulation.
The New Sandstorm Shares to be received by Mariana Shareholders in
exchange for their Mariana Shares pursuant to the Combination have not
been, and will not be, registered under the Securities Act or the
securities laws of any state, district or other jurisdiction of the
United States, and such securities are intended to be issued in reliance
upon the exemption from the registration requirements of the Securities
Act set forth in Section 3(a)(10) thereof on the basis of the approval
of the Guernsey Court, which will be informed of the intention to rely
upon such exemption, and similar exemptions under applicable state
securities laws.
Following the Combination, Mariana Options and Mariana Warrants will
remain outstanding under their terms and any securities issuable upon
exercise thereof have not been and will not be registered under the U.S.
Securities Act or applicable state securities laws. As a result,
Mariana Options and Mariana Warrants may not be exercised in the United
States or by or on behalf of a US Optionholder or US Warrantholder, as
applicable, nor may any New Sandstorm Shares issued upon such exercise
be offered or resold in the United States or to or for the account of
such a US holder, except pursuant to the terms of such security and
pursuant to a registration statement under the U.S. Securities Act or an
exemption from applicable registration requirements or in a transaction
not subject to the registration requirements of the U.S. Securities Act
and applicable state securities laws.
Information in this announcement or in the documents incorporated by
reference herein concerning the properties and operations of Sandstorm
and of Mariana has been prepared in accordance with requirements and
standards under securities laws, which differ from the requirements of
US securities laws. As such, certain information contained in the
Announcement, the Scheme Document or in the documents incorporated by
reference herein or therein concerning descriptions of mineralization
and mineral resources under these standards may not be comparable to
similar information made public by US companies subject to reporting and
disclosure requirements of the SEC. In addition, the financial
information of Mariana and Sandstorm has been prepared in accordance
with reporting standards which differs from US GAAP in certain material
respects, and thus are not directly comparable to financial statements
prepared in accordance with US GAAP.
US Holders should be aware that the Combination described in this
announcement may have tax consequences in the United States and should
consult their own tax advisors to determine the particular United States
tax consequences to them of the Combination in light of their particular
situation, as well as any tax consequences that may arise under the laws
of any other relevant foreign, state, local, or other taxing
jurisdiction.
The enforcement by investors of civil liabilities under the United
States federal and state securities laws may be affected adversely by
the fact that Sandstorm and Mariana are incorporated or organized under
the laws of a jurisdiction other than the United States, that some or
all of their officers and directors are and will be residents of
countries other than the United States and that all or a substantial
portion of the assets of Sandstorm and Mariana are and will be located
outside the United States. As a result, it may be difficult or
impossible for US Holders (including US Optionholders and US
Warrantholders) to effect service of process within the United States
upon Sandstorm or Mariana, as applicable, or their respective officers
or directors or to realize, against them, upon judgments of courts of
the United States predicated upon civil liabilities under the federal
securities laws of the United States or applicable securities laws of
any state within the United States. In addition, US Holders (including
US Optionholders and US Warrantholders) should not assume that the
courts of Guernsey: (a) would enforce judgments of United States courts
obtained in actions against such persons predicated upon civil
liabilities under the federal securities laws of the United States or
applicable securities laws of any state within the United States; or (b)
would enforce, in original actions, liabilities against such persons
predicated upon civil liabilities under the federal securities laws of
the United States or applicable securities laws of any state within the
United States.
Notice to Canadian Holders
The enforcement by investors of civil liabilities under the Canadian
securities laws may be affected adversely by the fact that Mariana is
incorporated or organized under the laws of a jurisdiction other than
Canada, that some or all of Sandstorm's and Mariana's officers and
directors are and will be residents of countries other than Canada and
that all or a substantial portion of the assets of Sandstorm and Mariana
are and will be located outside Canada. As a result, it may be difficult
or impossible for Canadian Holders to effect service of process within
Canada upon Mariana or Sandstorm, as applicable, or their respective
officers or directors or to realize, against them, upon judgments of
courts of Canada predicated upon liabilities under Canadian securities
laws. In addition, Canadian Holders should not assume that the courts of
Guernsey: (a) would enforce judgments of Canadian courts obtained in
actions against such persons predicated upon civil liabilities under
Canadian securities laws; or (b) would enforce, in original actions,
liabilities against such persons predicated upon civil liabilities under
the Canadian securities laws.
The New Sandstorm Shares to be issued pursuant to the Combination will
be issued in reliance upon exemptions from the prospectus requirements
of securities legislation in each province of Canada. Subject to certain
disclosure and regulatory requirements and to customary restrictions
applicable to distributions of shares that constitute "control
distributions", New Sandstorm Shares may be resold in each province and
territory in Canada, subject in certain circumstances, to the usual
conditions that no unusual effort has been made to prepare the market or
to create demand, no extraordinary commission or consideration is paid
and, if the selling shareholder is an insider or officer of Sandstorm,
such shareholder has no reasonable grounds to believe that Sandstorm is
in default of securities legislation.
Canadian Holders should be aware that the Combination described in this
announcement may have tax consequences in Canada and should consult
their own tax advisors to determine the particular Canadian tax
consequences to them of the Combination in light of their particular
circumstances, as well as any tax consequences that may arise under the
laws of any other relevant foreign, state, local, or other taxing
jurisdiction.
Publication on website and SEDAR
In accordance with Rule 26.1 of the Code, a copy of this announcement
will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Sandstorm's website at
http://www.sandstormgold.com and Mariana's website at
http://www.marianaresources.com by no later than 12 noon (London time)
on the Business Day following this announcement. For the avoidance of
doubt, the contents of these websites are not incorporated by reference
and do not form part of this announcement.
This announcement will also be available on SEDAR under Mariana's
profile at www.sedar.com.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled may
request a hard copy of this announcement by contacting RFC Ambrian
Limited during business hours on +44 (0)203 440 6800 or by submitting a
request in writing to RFC Ambrian Limited at Level 5, Condor House, 10
St Paul's Churchyard, London, EC4M 8AL. For persons who receive a copy
of this announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so requested. You
may also request that all future documents, announcements and
information to be sent to you in relation to the Combination should be
in hard copy form.
Advisory
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
The issuance of the New Sandstorm Shares, including those issuable on
exercise of any Mariana Warrants and the Mariana Options on a
post-closing basis, is subject to approval by the TSX and the NYSE MKT.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following dates are indicative only and are subject
to change:(1)
Guernsey Court Hearing 10.00 a.m. on 26 June 2017
Last day of dealings in Mariana 23 June 2017
Shares Dealings in Mariana Shares suspended on AIM 7.30 a.m. on 26 June 2017
Halt of trading of Mariana Shares on TSXV 26 June 2017
Scheme Record Time 5.00 p.m. on 28 June 2017
Effective Date(2) on or around 29 June 2017
Delisting of Mariana Shares from TSXV on or around 29 June 2017
Cancellation of admission of Mariana Shares to trading 7.00 a.m. on 30 June 2017
on AIM
Listing of New Sandstorm Shares on TSX and NYSE Within 14 days of the Effective Date
Crediting of the New Sandstorm Shares in uncertificated Within 14 days of the Effective Date
form to CDS accounts
Crediting of Sandstorm CDIs in uncertificated Within 14 days of the Effective Date
form in CREST
Despatch of definitive share certificates for New Within 14 days of the Effective Date
Sandstorm Shares in certificated form
Latest date for despatch of cheques and crediting Within 14 days of the Effective Date
of CREST and CDS accounts for cash consideration due
under the Scheme
Long Stop Date(3) 31 August 2017
(1) These dates are indicative only and will depend, among
other things, on the date upon which the Guernsey
Court sanctions the Scheme. Mariana will announce
any changes to these dates through a Regulatory Information
Service.
(2) A copy of the order of the Guernsey Court which sanctions
the Scheme must be filed with the Guernsey Registry
within seven (7) days of the Guernsey Court Hearing.
The Scheme will become Effective at the time that
the court order of the Guernsey Court is filed with
the Guernsey Registry which is expected to be on or
around 29 June 2017.
(3) This is the latest date by which the Scheme may become
Effective unless Mariana and Sandstorm agree, and
the Panel and, if required, the Guernsey Court, permits,
a later date.
(4) All references in this document to times are to London
time unless otherwise stated.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Mariana Resources Ltd via Globenewswire
http://www.marianaresources.com/index.php
(END) Dow Jones Newswires
June 16, 2017 07:36 ET (11:36 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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