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
Recommended Combination
of
Mariana Resources Limited ("Mariana")
and
Sandstorm Gold Ltd ("Sandstorm")
5 May 2017
Updated Cooperation Agreement and indicative timetable for the implementation of the Combination
Updated Co-operation Agreement
Mariana and Sandstorm have today entered into a Co-operation Agreement to work together to implement the Combination announced on 26 April 2017 ("Revised Co-operation Agreement"). The Co-operation Agreement executed on 26 April 2017 and referenced at section 18.1 of Mariana's announcement of 26 April 2017 regarding the Combination has been terminated.
In all material respects the Revised Co-operation Agreement is consistent with the 26 April 2017 Co-operation Agreement.
A copy of the Revised Co-operation Agreement has been filed on SEDAR and published on Mariana's website at http://www.marianaresources.com and Sandstorm's website at http://www.sandstormgold.com .
Indicative timetable for the implementation of the Combination
It is presently anticipated that Mariana will send its Scheme Document to Mariana Shareholders and (for information only) to principles in the Mariana Employee Equity Plans and holders of Mariana Warrants around mid-May, that both of the Guernsey Court Meeting and General Meeting of Mariana shareholders required to approve the Combination will be held around mid-June and that, provided the Combination is approved by Mariana Shareholders, the Guernsey Court should sanction the Combination in late June, subject to Court availability.
This timetable is indicative only, remains subject to change and will depend upon, among other things, the dates upon which the conditions to the Combination are satisfied or, where applicable, waived. A more detailed timetable will be included within the Scheme Document, and any changes to the timetable will be announced through a Regulatory Information Service.
Capitalised terms used but not defined in this announcement have the meanings set out in the announcement of the Combination on 26 April 2017.
Enquiries:
| Mariana Resources Ltd Glen Parsons Karen Davies | +61 2 94374588 |
| RFC Ambrian Limited (Financial Adviser to Mariana) Bhavesh Patel Stephen Allen | +44 (0) 20 3440 6800 |
| Blythweigh (Financial PR adviser to Mariana) Camilla Horsfall Megan Ray | +44 (0) 20 7138 3224 |
| Sandstorm Nolan Watson, President & CEO Adam Spencer, Senior Vice President, Corporate Development Denver Harris, Investor Relations | +1 604 689 0234 +1 416 238 1152 +1 604 628 1178 |
| KPMG LLP (Financial adviser to Sandstorm) Helen Roxburgh Michael Nicholson | +44 (0) 207 311 1000 |
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.
A copy of this announcement will be made available at Mariana's website at http://www.marianaresources.com and Sandstorm's website at http://www.sandstormgold.com by no later than 12.00 noon (London time) on 5 May 2017 (being the business day following the date of this announcement) in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
