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Sandstorm Gold Announces Plan Of Arrangement To Acquire Sandstorm Metals & Energy

VANCOUVER, April 21, 2014 /PRNewswire/ - Sandstorm Gold Ltd. ("Sandstorm Gold" or the "Company") (NYSE MKT: SAND, TSX: SSL) has entered into a definitive arrangement agreement ("Arrangement Agreement") with Sandstorm Metals & Energy Ltd. ("Sandstorm Metals") (TSX-V: SND) pursuant to which Sandstorm Gold will acquire all of the issued and outstanding shares (the "Sandstorm Metals Shares") of Sandstorm Metals other than the Sandstorm Metals Shares currently owned by the Company. The transaction will be implemented by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act ( British Columbia).

Upon completion of the Arrangement, Sandstorm Gold will issue to each holder of a Sandstorm Metals Share 0.178 of a common share of Sandstorm Gold (each whole common share, a "Sandstorm Gold Share") and CAD$0.35 to be paid in cash (together, with the fractional Sandstorm Gold Share, the "Consideration"). The value of the Consideration represents a 43% premium over the closing price of the Sandstorm Metals Shares on the TSX Venture Exchange (the "TSXV") on April 21, 2014, the last day of trading prior to the announcement of the Arrangement, and based on the closing price of the Sandstorm Gold Shares on the Toronto Stock Exchange (the "TSX") of CAD$5.99 on April 21, 2014.  The terms of the Arrangement value Sandstorm Metals at $1.42 per share or approximately CAD$49 million

The Arrangement is subject to the approval of at least two-thirds of the votes cast by Sandstorm Metals shareholders at an annual general and special meeting of Sandstorm Metals shareholders, which is expected to be held on May 27, 2014.  Completion of the Arrangement is also subject to certain approval(s) of the British Columbia Supreme Court, the TSX, the NYSE MKT, the TSXV, the receipt of all other necessary regulatory and third party approvals, and other customary conditions.  In addition, the Arrangement Agreement includes standard non-solicitation and superior proposal provisions and Sandstorm Metals has provided Sandstorm Gold with certain other customary rights, including a right to match competing offers. Following the completion of the Arrangement, current shareholders of Sandstorm Metals, excluding Sandstorm Gold, will hold approximately 5.2% of the issued and outstanding shares of Sandstorm Gold.  The Sandstorm Gold board of directors has approved the Arrangement and the transaction is not subject to approval by the shareholders of Sandstorm Gold.

None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United State Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.  This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

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