Mariana Resources Ltd Mariana Resources Ltd : Court Sanction Of Scheme

 
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 
 
   26 June 2017 
 
   Recommended Combination 
 
   of 
 
   Mariana Resources Limited ("Mariana") 
 
   and 
 
   Sandstorm Gold Ltd ("Sandstorm") 
 
   Court Sanction of Scheme 
 
   Mariana is pleased to announce that the Guernsey Court has today 
sanctioned the Scheme to effect the recommended combination of Mariana 
(AIM/TSXV: MARL) and Sandstorm (TSX: SSL and NYSE MKT: SAND). 
 
   It is anticipated that the Scheme will become effective on or before 3 
July 2017. Mariana has made an application to cancel the admission to 
trading of Mariana Shares on AIM, to take effect on or around 4 July 
2017, and it is anticipated that the Mariana Shares will be delisted 
from TSXV as soon as practicable on or after 4 July 2017. 
 
   The expected timetable of remaining principal events is attached as an 
appendix to this announcement. Mariana will announce any changes to 
these dates through a Regulatory Information Service. 
 
   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 
issued by Mariana dated 15 May 2017 (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                          [phone] 
RFC Ambrian Limited (Financial Adviser to Mariana) 
 Stephen Allen 
 Bhavesh Patel                                                [phone] 
Raymond James Ltd. (Canadian Financial Adviser to 
 Mariana) 
 John Willet 
 Craig McDougal                                                    [phone] 
Blytheweigh (PR Adviser to Mariana) 
 Tim Blythe 
 Camilla Horsfall 
 Megan Ray                                                    [phone] 
 
Sandstorm 
 Nolan Watson, President & CEO                                     [phone] 
 Adam Spencer, Senior Vice President, Corporate Development        [phone] 
 Denver Harris, Investor Relations                                 [phone] 
KPMG LLP (Financial Adviser to Sandstorm) 
 Helen Roxburgh 
 Michael Nicholson                                            [phone] 
 
 
 
   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 [phone] 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) 
Effective Date(2)                                                                              on or before 3 July 2017 
Delisting of Mariana Shares from TSXV                                                          on or around 4 July 2017 
Cancellation of admission of Mariana Shares to trading                                         7.00 a.m. on 4 July 2017 
 on AIM 
Listing of New Sandstorm Shares on TSX and NYSE MKT                                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. 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 
                                                          before 3 July 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. 
 
 
 
 
   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 26, 2017 18:22 ET (22:22 GMT)

Copyright (c) 2017 Dow Jones & Company, Inc.