TIDMMARL
RNS Number : 9600J
Mariana Resources Ltd
03 July 2017
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
3 July 2017
Recommended Combination
of
Mariana Resources Limited ("Mariana")
and
Sandstorm Gold Ltd ("Sandstorm")
Scheme of Arrangement Becomes Effective
Mariana is pleased to announce that the Scheme to effect the
recommended combination of Mariana (AIM/TSXV: MARL) and Sandstorm
(TSX: SSL and NYSE MKT: SAND) has become Effective in accordance
with its terms, following the sanction of the Scheme by the
Guernsey Court on 26 June 2017 and the delivery of the sanction
court order to the Guernsey Registry earlier today.
Under the terms of the Scheme, Scheme Shareholders on the
register at the Scheme Record Time, being 5.00 p.m. (London time)
on 28 June 2017 will receive 0.2573 New Sandstorm Shares and 28.75
pence in cash for each Scheme Share held, subject to rounding for
fractional entitlements.
Sandstorm has made applications to the TSX and NYSE MKT for the
New Sandstorm Shares to be admitted to trading and such admission
is expected to occur within 14 days of the Effective Date.
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.
Termination agreements for all directors have now also taken
effect. As stated in the Scheme Document, Glen Parsons, John
Horsburgh and Ron Ho will remain as directors of Mariana during the
transitional period to assist with the continued operation of
Mariana.
The expected timetable of remaining principal events is attached
as an appendix to this announcement.
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 +44 (0) 20 3440
Bhavesh Patel 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 +44 (0) 207 138
Megan Ray 3224
Sandstorm
Nolan Watson, President & CEO
Adam Spencer, Senior Vice President, +1 604 689 0234
Corporate Development +1 416 238 1152
Denver Harris, Investor Relations +1 604 628 1178
KPMG LLP (Financial Adviser to
Sandstorm)
Helen Roxburgh +44 (0) 207 311
Michael Nicholson 1000
IMPORTANT NOTICE
RFC Ambrian Limited, which is authorised and regulated by the
FCA, is acting exclusively for Mariana and no-one 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
no-one 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)
Delisting of Mariana Shares on or around 4 July 2017
from TSXV
Cancellation of admission 7.00 a.m. on 4 July 2017
of Mariana Shares to trading
on AIM
Listing of New Sandstorm Within 14 days of the
Shares on TSX and NYSE Effective Date
MKT
Crediting of the New Sandstorm Within 14 days of the
Shares in uncertificated Effective Date
form to CDS accounts
Crediting of Sandstorm Within 14 days of the
CDIs in uncertificated Effective Date
form in CREST
Despatch of definitive Within 14 days of the
share certificates for Effective Date
New Sandstorm Shares in
certificated form
Latest date for despatch Within 14 days of the
of cheques and crediting Effective Date
of CREST and CDS accounts
for cash consideration
due under the Scheme
(1) Mariana will announce any changes to these
dates through a Regulatory Information Service.
(2) All references in this document to times are
to London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOARJMJTMBIMBPR
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