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DENVER and VANCOUVER, July 20,
2015 /CNW/ - Sandspring Resources Ltd. (SSP:
TSX-V) ("Sandspring") and PNO Resources Ltd. (PNO.H: TSX-V)
("PNO") are pleased to announce that, further to the press
release dated July 6, 2015, they have
now entered into a definitive agreement (the "Definitive
Agreement") providing for the acquisition (the
"Acquisition") by Sandspring of PNO by way of a court
approved plan of arrangement.
Sandspring is a Canadian junior mining company currently in
advanced exploration and in the process of finalizing a feasibility
study for the multi-million ounce Toroparu Gold Project in
Guyana, South America. PNO's
principal business activity is the acquisition and exploration of
natural resource properties. Following the Acquisition,
Sandspring will continue to trade on the TSX Venture Exchange
("TSXV") and PNO will be delisted.
Summary of the Acquisition
Pursuant to the Definitive Agreement and the proposed plan of
arrangement, PNO will amalgamate with a wholly-owned subsidiary of
Sandspring, and all of the issued and outstanding common shares of
PNO ("PNO Shares") will be acquired by Sandspring from the
existing holders thereof in consideration of the issuance of
one Post-Consolidation Sandspring Share (as defined below)
for each PNO Share so held (the "Exchange Ratio"). Prior to
the completion of the Acquisition, Sandspring shall
consolidate its issued and outstanding common shares
("Sandspring Shares") on the basis of one "new" common share
(a "Post-Consolidation Sandspring Share") for every three
Sandspring Shares outstanding (the "Consolidation").
At its annual and special meeting of Sandspring shareholders,
currently scheduled to be held on September
3, 2015, Sandspring will seek the approval of its
shareholders for the Consolidation.
Also in connection with the Acquisition, all of the outstanding
stock options and warrants of PNO will be converted to stock
options and warrants to acquire Sandspring Shares and subject to
adjustments based on the Exchange Ratio.
Private Placement and Loan
Prior to completion of the Acquisition, a private placement
financing shall be completed in PNO to raise up to gross proceeds
of $4,500,000 (the "Private
Placement"). The Private Placement will consist of
subscription receipts ("Subscription Receipts") at a price
of $0.20 per Subscription Receipt.
Each Subscription Receipt will, immediately prior to the
closing of the Acquisition, convert into one PNO common share and
one PNO warrant, which shares and warrants will be exchanged for
Post-Consolidation Sandspring Shares and Sandspring warrants
("Sandspring Warrants") pursuant to the Acquisition.
Each Sandspring Warrant will entitle the holder to acquire one
Post-Consolidation Sandspring Share for a period of five years at
an exercise price of $0.30.
PNO has also agreed to advance $800,000 to Sandspring as a loan (the
"Loan"). The Loan proceeds will be used by Sandspring
to pay its anticipated operating expenses prior to the closing of
the Acquisition and to commence work on an exploration program.
Authorization to proceed with the Acquisition will require
approval by disinterested shareholders of PNO which PNO will seek
at a Special Meeting of Shareholders to be held on September 3, 2015 and approval by the Supreme
Court of British Columbia.
Substantial additional information regarding the details of the
proposed Acquisition will be included in the Management Information
Circular to be prepared for the Special Meeting of Shareholders of
PNO set to approve the Acquisition.
The Definitive Agreement contains customary terms and conditions
for a transaction of this nature, including covenants applicable to
each such entity until closing of the Acquisition regarding their
respective businesses and affairs, and certain standstill
provisions.
Board of Sandspring
Following the closing of the Acquisition, the board of directors
of Sandspring shall be comprised of eight members, of which five
such members shall be designated by Sandspring and three such
members shall be designated by PNO.
Conditions to Closing
Completion of the Acquisition is subject to a number of
conditions, including, receipt of applicable regulatory, court and
requisite approval of shareholders of PNO in respect of the
Acquisition and of shareholders of Sandspring in respect of the
Consolidation, TSXV acceptance and completion of the Private
Placement and the Loan. There can be no assurance that the
Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in any
Management Information Circular to be prepared in connection with
the Acquisition, any information released or received with respect
to the proposed Acquisition may not be accurate or complete and
should not be relied upon. Trading in the securities of Sandspring
and PNO should be considered highly speculative. The TSXV has
in no way passed upon the merits of the proposed Acquisition and
neither has approved nor disapproved the contents of this press
release.
About Sandspring Resources Ltd.
Sandspring Resources Ltd. was incorporated pursuant to the
provisions of the Business Corporations Act (Alberta) on September
20, 2006 and continued out of Alberta and into Ontario effective March
31, 2010. Sandspring is a Canadian junior mining
company currently moving toward a definitive feasibility study for
the multi-million ounce Toroparu Project in the Republic of
Guyana.
About PNO Resources Ltd.
PNO is a company incorporated under the laws of British Columbia and whose common shares are
listed on the NEX board of the TSX Venture Exchange under the
symbol "PNO.H".
ON BEHALF OF THE BOARD OF DIRECTORS OF
SANDSPRING RESOURCES LTD.
Per:
|
"Richard A.
Munson"
|
Richard
Munson
|
Chief Executive
Officer
|
ON BEHALF OF THE BOARD OF DIRECTORS OF
PNO RESOURCES LTD.
Per:
|
"Christy
Louth"
|
Christy
Louth
|
President and
Director
|
Additional information on Sandspring can be viewed on SEDAR
under the Company's profile at www.sedar.com or on Sandspring's
website at www.sandspringresources.com
Additional information on PNO Resources Ltd. can be viewed on
SEDAR under the Company's profile at www.sedar.com
This news release contains certain forward-looking
information and statements within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "might", "will",
"project", "should", "believe", "plans", "intends" and similar
expressions are intended to identify forward-looking information
and/or statements. Forward-looking statements and/or information
are based on a number of material factors, expectations and/or
assumptions of Sandspring which have been used to develop such
statements and/or information but which may prove to be incorrect.
Although Sandspring believes that the expectations reflected in
such forward-looking statements and/or information are reasonable,
undue reliance should not be placed on forward-looking statements
as Sandspring can give no assurance that such expectations will
prove to be correct. In addition to other factors and assumptions
which may be identified herein, assumptions have been made
regarding, among other things: that the Acquisition will be
effected as currently proposed, and that all requisite shareholder,
regulatory and third party consents will be obtained in connection
therewith in form and substance acceptable to each of Sandspring
and PNO; the anticipated timing of the Acquisition and the expected
benefits of the Acquisition; that Sandspring will continue to
conduct its operations in a manner consistent with past operations;
results from drilling activities; Sandspring's future plans;
availability of financing and/or cash flow to fund current and
future plans and expenditures, including with respect to the
Private Placement; the impact of increasing competition; the
general stability of applicable economic and political
environments; the general continuance of current industry
conditions; and the timely receipt of any required regulatory
approvals. The forward-looking information and statements
included in this news release are not guarantees of future
performance and should not be unduly relied upon. Such information
and/or statements, including the assumptions made in respect
thereof, involve known and unknown risks, uncertainties and other
factors that may cause actual results and/or events to differ
materially from those anticipated in such forward-looking
information and/or statements including, without limitation: risks
associated with the failure to complete the Acquisition and/or
Private Placement, in each as currently proposed or at all; risks
associated with the uncertainty of exploration results and
estimates, the uncertainty of conducting operations under a foreign
regime, exploration risk, the uncertainty of obtaining all
applicable regulatory and/or shareholder approvals, and the
Company's dependence on Sandspring's management
personnel, and/or certain other risks detailed from time-to-time
in Sandspring's public disclosure documents.
Furthermore, the forward-looking statements contained in this news
release are made as at the date of this news release and the
Company does not undertake any obligations to publicly update
and/or revise any of the included forward-looking statements,
whether as a result of additional information, future events and/or
otherwise, except as may be required by applicable securities
laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE PNO Resources Ltd.