Mariana Resources Ltd : Publication and posting of Scheme Document, EGM and AGM Notice
On 26 April 2017, Mariana Resources Ltd. ("Mariana") (AIM/TSX: MARL) and Sandstorm Gold Ltd. ("Sandstorm") (TSX: SSL and NYSE: SAND) announced that they had reached agreement on the terms of a recommended combination of Mariana with Sandstorm (the "Combination"), pursuant to which Sandstorm will acquire the entire issued and to be issued share capital of Mariana that it does not already own. It is intended that the Combination will be implemented by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law (the "Scheme").Mariana is today publishing a circular (the "Scheme Document") to holders of Mariana Shares, together with the associated Forms of Proxy. The Scheme Document contains, amongst other things, a letter from the Non-Executive Chairman of Mariana, an explanatory statement from RFC Ambrian Limited, the full terms and conditions of the Scheme, notices convening the Guernsey Court Meeting and the Extraordinary General Meeting, an expected timetable of principal events and details of the actions to be taken by Mariana Shareholders.
The expected timetable of principal events is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.
To become effective, the Scheme will need to be approved by Scheme Shareholders at the Court Guernsey Meeting and will require the passing of the Shareholder Resolutions at the Extraordinary General Meeting, as described in the Scheme Document.
The Guernsey Court Meeting and the Extraordinary General Meeting will both be held at the offices of Watson Farley & Williams LLP, 15 Appold Street, London EC2A 2HB on 16 June 2017. The Guernsey Court Meeting will start at 10.00 a.m. and the Extraordinary General Meeting will start at 10.15 a.m. (or as soon thereafter as the Guernsey Court Meeting has concluded).
If Scheme Shareholders pass the necessary resolutions at the aforementioned meetings, it is anticipated that the Guernsey Court Hearing to seek the Court's sanction of the Scheme will be held on or around 26 June 2017.
The Annual General Meeting will be held at the offices of Watson Farley & Williams LLP, 15 Appold Street, London EC2A 2HB on 16 June 2017 at 10.30 a.m. (or as soon thereafter as the Extraordinary General Meeting has concluded).
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 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 on or around 29 June 2017. The above dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme.
Holders of Mariana Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
The Scheme Document will today be made available, subject to certain restrictions, on Mariana's website at www.marianaresources.com and under its profile on SEDAR at www.sedar.com, and Sandstorm's website at www.sandstormgold.com and will be posted by Mariana today to all Mariana Shareholders.
If you have any questions about the Scheme Document, the Guernsey Court Meeting, the Extraordinary General Meeting or the Annual General Meeting or how to complete the Forms of Proxy, please call Computershare Guernsey between 8.30 a.m. and 5.30 p.m. on Monday to Friday (except public holidays) on 0370 707 4040 (from within the UK) or +44 (0) 370 707 4040 (from outside the UK or (if in North America) Computershare Canada between 8.30 a.m. and 5.30 p.m. on Monday to Friday (except public holidays) on 1-800-564-6253 (toll free Canada and US) or +1-514-982-7555 (outside North America) or by email on: corporateactions@computershare.com). Please note that calls may be monitored or recorded and that Computershare Guernsey and Computershare Canada cannot provide legal, tax or financial advice or advice on the merits of the Scheme.
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 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 |
IMPORTANT NOTICE
RFC Ambrian Limited, which is authorised and regulated by the FCA, is acting exclusively for Mariana and noone 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 noone 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. Any vote in respect of the Scheme or other response in relation to the Combination should be made only on the basis of the information contained in the Scheme Document.
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 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 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.
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. This news does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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
Latest time for lodging Forms of Proxy for the:
| Guernsey Court Meeting (purple form) | 10.00 a.m. on 14 June 2017 (1) |
| Extraordinary General Meeting (blue form) | 10.15 a.m. on 14 June 2017(2) |
| Annual General Meeting (white form) | 10.30 a.m. on 14 June 2017(3) |
| Scheme Voting Record Time for the Guernsey Court Meeting, the Extraordinary General Meeting and the Annual General Meeting | 5.00 p.m. on 14 June 2017(4) |
| Guernsey Court Meeting | 10.00 a.m. on 16 June 2017 |
| Extraordinary General Meeting | 10.15 a.m. on 16 June 2017(5) |
| Annual General Meeting | 10.30 a.m. on 16 June 2017(6) |
| The following dates are indicative only and are subject to change:(7) | |
| 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(8) | 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 on AIM | 7.00 a.m. on 30 June 2017 |
| Listing of New Sandstorm Shares on TSX and NYSE | Within 14 days of the Effective Date |
| Crediting of the New Sandstorm Shares in uncertificated form to CDS accounts | Within 14 days of the Effective Date |
| Crediting of Sandstorm CDIs in uncertificated form in CREST | Within 14 days of the Effective Date |
| Despatch of definitive share certificates for New Sandstorm Shares in certificated form | Within 14 days of the Effective Date |
| Latest date for despatch of cheques and crediting of CREST and CDS accounts for cash consideration due under the Scheme | Within 14 days of the Effective Date |
| Long Stop Date(9) | 31 August 2017 |
| (1) | It is requested that purple Forms of Proxy for the Guernsey Court Meeting be lodged not later than 48 hours prior to the time appointed for the Guernsey Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in Guernsey). Purple Forms of Proxy not so lodged may be handed to Computershare Investor Services (Guernsey) Limited on behalf of the chairman of the Guernsey Court Meeting before the start of the Guernsey Court Meeting. |
| (2) | Blue Forms of Proxy for the Extraordinary General Meeting must be lodged not later than 48 hours prior to the time appointed for the Extraordinary General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in Guernsey). Blue Forms of Proxy not returned so as to be received by the time mentioned above and in accordance with the instructions on the Form of Proxy will be invalid unless the Mariana Board directs otherwise. |
| (3) | White Forms of Proxy for the Annual General Meeting must be lodged not later than 48 hours prior to the time appointed for the Annual General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in Guernsey). White Forms of Proxy not returned so as to be received by the time mentioned above and in accordance with the instructions on the Form of Proxy will be invalid unless the Mariana Board directs otherwise. |
| (4) | If any of the Guernsey Court Meeting, the Extraordinary General Meeting or the Annual General Meeting is adjourned, the voting record time for the relevant adjourned meeting will be 5.00 p.m. on the day which is two days prior to the date of the adjourned Meeting. |
| (5) | Or as soon thereafter as the Guernsey Court Meeting shall have concluded. |
| (6) | Or as soon thereafter as the Extraordinary Court Meeting shall have concluded. |
| (7) | These dates are indicative only and will depend, among other things, on the date upon which the Guernsey Court sanctions the Scheme. |
| (8) | 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. |
| (9) | 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. Mariana will announce any changes to these dates through a Regulatory Information Service. All references in this document to times are to London time unless otherwise stated. |
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