The Transaction was announced on February 20, 2018.
Key Points:
Acquisition of 86,000 hectares of highly prospective, advanced-stage gold-silver exploration properties in mining-favourable Santa Cruz, Argentina
New leadership with appointment of former members of management of Sandstorm’s subsidiary, Mariana Resources Limited (“Mariana Resources”)
Completed financing of $3.8M providing capital to advance exploration in Argentina, including drill-ready targets at the Las Calandrias and Los Cisnes Project
Filed an updated NI 43-101 compliant technical report for the gold-silver mineral resource estimate at the flagship Las Calandria Project
Share-restructuring and addition of Sandstorm as major shareholder and supporter of New Dimension
Acquisition of Santa Cruz Properties
New Dimension has acquired a 100% interest in the Santa Cruz Properties through an agreement dated February 19, 2018 amongst Sandstorm, New Dimension and certain subsidiaries of each entity. The agreement is available on the Company’s SEDAR profile at www.sedar.com. Consideration for the acquisition is payable as:
A $400,000 amount payable to Sandstorm in cash or shares at New Dimension’s election on each anniversary of the acquisition, until December 31, 2032 or earlier if certain events occur, including commencement of commercial production;
a 2% net smelter returns royalty (“NSR”) on each of the Santa Cruz Properties, pursuant to NSR agreements.
New Dimension Resources president and CEO Eric Roth said: “I’m pleased to see such high levels of support from investors, in particular from our new major shareholder Sandstorm Gold, as we embark on this exciting new phase for the Company.
“Concurrent with closing we expect to initiate a 5,000m drill program on high grade gold-silver targets at both the Las Calandrias and Los Cisnes Projects.
“In parallel, we will continue to generate targets on our Sierra Blanca Project and elsewhere within our regional property portfolio for future drill testing.
“We are also fortunate to have retained most of Mariana Resources’ highly successful management team, as well as Mariana’s Argentine exploration team.
“This ensures that their many years of experience and expertise in Santa Cruz Province will be put to immediate use to quickly advance our projects. I look forward to keeping the market informed on progress with our drill programs.”
Senior Management Changes
Concurrent with the closing of the Transaction, Eric Roth, Ph.D. (Economic Geology), F.AusIMM, F.SEG, former Chief Operating Officer of Mariana Resources and current director of the Company, has been appointed President and Chief Executive Officer of New Dimension.
Fred Hewett, current President & CEO will remain on the Company’s Board of Directors. The Company wishes to thank Mr. Hewett for his dedication and service to New Dimension and is very pleased that he will remain on as a director.
In addition, the following management changes will also be completed upon closing:
Karen Davies has assumed the role of VP Investor Relations (“IR”) for New Dimension. Karen was previously IR representative for Mariana Resources, and takes over this role from Nancy Curry.
Kathryn Witter has assumed the role of Corporate Secretary for New Dimension, taking over the role from Brenda Nowak. Kathryn had previously been Canadian Corporate Secretary for Mariana Resources.
Each of Ms. Curry and Ms. Nowak will remain involved with NDR to ensure an orderly transition, both have made significant contributions to the Company’s successes to date. The Company is fortunate that they will remain engaged, and thanks them for their service.
Share Consolidation
Prior to the closing of the Transaction, the Company completed a consolidation of its issued common shares on the basis of one (1) post-consolidated share for every 2.5 pre-consolidated shares. The Company anticipates that the Company’s common shares will commence trading on May 17, 2018.
Closing of Private Placement
The Company also announces the closing of an oversubscribed Private Placement through which 34,772,727 post-consolidated shares were issued at a price of $0.11 for gross proceeds of approximately $3.8M.
The securities issued through the Private Placement are subject to a statutory hold period in Canada expiring September 15, 2018 (four months and one day from the issuing date).
Cash fees of 6% (for a total of $100,393) were paid to finders in the Private Placement. The net proceeds from the Private Placement will be used for exploration activities and to advance the Argentinean portfolio.
The Company also issued an additional 4,972,521 post-consolidated common shares to Sandstorm to settle outstanding debt owed by New Dimension to Sandstorm in connection with the acquisition of the Santa Cruz Properties.
Upon closing of the Private Placement, Sandstorm will become New Dimension’s largest shareholder with approximately 10.3% of the issued common shares of the Company. Management and Directors also participated in the Private Placement and will collectively hold 14.1% of the issued common shares of the Company.
Early Warning Disclosure
Pursuant to National Instrument 62-103 – The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Sandstorm is announcing the acquisition of an aggregate of 5,010,612 common shares (“New Dimension Shares”) of New Dimension. Sandstorm acquired 38,091 shares pursuant to the Private Placement conducted by New Dimension.
The remaining 4,972,521 shares were acquired by Sandstorm upon the conversion of certain debt owed by New Dimension to Sandstorm in connection with the Argentina transaction. With the acquisition of New Dimension Shares, Sandstorm now holds approximately 10.3% of the outstanding common shares.
The acquisition of the New Dimension Shares by Sandstorm was effected for investment purposes. Sandstorm may from time to time acquire additional securities of New Dimension, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position.
Source: Company Press Release.
