VANCOUVER, BC, Dec. 10,
2024 /PRNewswire/ - Sandstorm Gold Ltd.
("Sandstorm Gold Royalties", "Sandstorm" or the "Company") (NYSE:
SAND) (TSX: SSL) is pleased to provide corporate updates related to
the Company's share repurchase program and revolving credit
facility agreement.
Automatic Share Purchase Plan
The Company has entered into an Automatic Share Purchase Plan
("ASPP") with its designated broker to facilitate the purchase of
the Company's issued and outstanding common shares (the "Common
Shares") under its previously announced Normal Course Issuer Bid
("NCIB"). The ASPP will facilitate purchases under the NCIB at
times when the Company would ordinarily not be permitted to make
purchases, whether due to regulatory restriction or customary
self-imposed blackout periods.
The Company believes that, at times, the market price of its
Common Shares may not fully reflect their intrinsic value, and
repurchasing Common Shares under the NCIB represents a strategic
use of available capital compared to other investment
opportunities. The Common Share purchases will be conducted by the
Company's broker in accordance with the terms of the ASPP, at its
sole discretion and based on pre-established parameters to be
provided by the Company, including, but not limited to: the term,
price, and volume of Common Shares to be purchased.
Under the NCIB, which commenced on May 7,
2024 and will terminate on the earlier of May 6, 2025, the date Sandstorm completes its
purchases pursuant to the NCIB as filed with the Toronto Stock
Exchange (the "TSX"), or the date of notice by Sandstorm of
termination of the NCIB; the Company may purchase up to 20.0
million of its Common Shares. The ASPP provides for the purchase of
up to 10.0 million of the Company's Common Shares and purchases
made under the ASPP must comply with TSX rules and will count
towards the limit set by the NCIB. The ASPP has been pre-cleared by
the TSX and took effect on December 9,
2024, and will remain active for the duration of
the NCIB unless terminated in accordance with the ASPP. The
broker will not commence purchases under the ASPP until the Company
provides pre-established parameters. All purchases under the NCIB
will be executed only on the open market through the facilities of
the TSX or alternative Canadian trading systems. Purchases will be
made at the market price of the Common Shares at the time of
acquisition and may be funded by Sandstorm's working capital. Any
Common Shares acquired by the Company under the NCIB will be
cancelled. The Company is not currently in possession of any
material undisclosed information in relation to the Company.
Since the commencement of the NCIB on May
7, 2024, the Company has purchased 1,578,800 Common Shares
pursuant to its NCIB at a volume-weighted average price of
approximately C$7.58 per Common Share
on the TSX and alternative Canadian trading systems and
approximately US$5.47 per Common
Share on the NYSE and alternative US trading systems.
Expiration of ATM Equity Program
On October 22, 2024, the Company's
at-the-market equity program (the "ATM Program") expired.
Previously renewed in June 2023, the
ATM Program permitted the Company to issue up to US$150 million (or the equivalent in Canadian
dollars) of Common Shares from treasury to the public from time to
time, at the Company's discretion and subject to regulatory
requirements. The ATM Program expired with no shares being issued
under the program and the Company currently has no plans to
re-establish another ATM Program.
Renewal of Revolving Credit Facility
The Company has renewed its revolving credit agreement allowing
the Company to borrow up to US$625
million (the "Revolving Credit Facility"). The amounts drawn
on the Revolving Credit Facility are subject to interest at SOFR
plus 1.75%–2.75% per annum, and the undrawn portion of the
Revolving Credit Facility is subject to a standby fee of
0.39%–0.62% per annum, both of which are dependent on the Company's
leverage ratio. The revised interest rates above SOFR represents a
75-basis point reduction at the upper end and a reduction of 12.5
basis points at the lower end when compared to the previous credit
agreement.
The Revolving Credit Facility maintains its
sustainability-linked incentive pricing terms that allow Sandstorm
to reduce the interest rates described above as the Company's
performance targets are met. The syndicate of banks include The
Bank of Nova Scotia, Bank of
Montreal, National Bank of
Canada, Canadian Imperial Bank of
Commerce, and Royal Bank of Canada. The Revolving Credit Facility has a
term of four years, maturing in December
2028.
Contact Information
For more information about Sandstorm Gold Royalties, please
visit our website at www.sandstormgold.com or email us at
info@sandstormgold.com.
ABOUT SANDSTORM GOLD ROYALTIES
Sandstorm is a precious metals-focused royalty company that
provides upfront financing to mining companies and receives the
right to a percentage of production from a mine, for the life of
the mine. Sandstorm holds a portfolio of approximately 230
royalties, of which 41 of the underlying mines are producing.
Sandstorm plans to grow and diversify its low-cost production
profile through the acquisition of additional gold royalties. For
more information visit: www.sandstormgold.com.
CAUTIONARY STATEMENTS TO U.S. SECURITYHOLDERS
The financial information included or incorporated by reference
in this press release or the documents referenced herein has been
prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards
Board, which differs from US generally accepted accounting
principles ("US GAAP") in certain material respects, and thus are
not directly comparable to financial statements prepared in
accordance with US GAAP.
This press release and the documents incorporated by reference
herein, as applicable, have been prepared in accordance with
Canadian standards for the reporting of mineral resource and
mineral reserve estimates, which differ from the previous and
current standards of the United
States securities laws. In particular, and without limiting
the generality of the foregoing, the terms "mineral reserve",
"proven mineral reserve", "probable mineral reserve", "inferred
mineral resources,", "indicated mineral resources," "measured
mineral resources" and "mineral resources" used or referenced
herein and the documents incorporated by reference herein, as
applicable, are Canadian mineral disclosure terms as defined in
accordance with Canadian National Instrument 43-101 — Standards of
Disclosure for Mineral Projects ("NI 43-101") and the Canadian
Institute of Mining, Metallurgy and Petroleum (the "CIM") — CIM
Definition Standards on Mineral Resources and Mineral Reserves,
adopted by the CIM Council, as amended (the "CIM Definition
Standards").
For United States reporting
purposes, the United States Securities and Exchange Commission (the
"SEC") has adopted amendments to its disclosure rules (the "SEC
Modernization Rules") to modernize the mining property disclosure
requirements for issuers whose securities are registered with the
SEC under the Exchange Act, which became effective February 25, 2019. The SEC Modernization Rules
more closely align the SEC's disclosure requirements and policies
for mining properties with current industry and global regulatory
practices and standards, including NI 43-101, and replace the
historical property disclosure requirements for mining registrants
that were included in SEC Industry Guide 7. Issuers were required
to comply with the SEC Modernization Rules in their first fiscal
year beginning on or after January 1,
2021. As a foreign private issuer that is eligible to file
reports with the SEC pursuant to the multi-jurisdictional
disclosure system, the Corporation is not required to provide
disclosure on its mineral properties under the SEC Modernization
Rules and will continue to provide disclosure under NI 43-101 and
the CIM Definition Standards. Accordingly, mineral reserve and
mineral resource information contained or incorporated by reference
herein may not be comparable to similar information disclosed by
United States companies subject to
the United States federal
securities laws and the rules and regulations thereunder.
As a result of the adoption of the SEC Modernization Rules, the
SEC now recognizes estimates of "measured mineral resources",
"indicated mineral resources" and "inferred mineral resources." In
addition, the SEC has amended its definitions of "proven mineral
reserves" and "probable mineral reserves" to be "substantially
similar" to the corresponding CIM Definition Standards that are
required under NI 43-101. While the SEC will now recognize
"measured mineral resources", "indicated mineral resources" and
"inferred mineral resources", U.S. investors should not assume that
all or any part of the mineralization in these categories will be
converted into a higher category of mineral resources or into
mineral reserves without further work and analysis. Mineralization
described using these terms has a greater amount of uncertainty as
to its existence and feasibility than mineralization that has been
characterized as reserves. Accordingly, U.S. investors are
cautioned not to assume that all or any measured mineral resources,
indicated mineral resources, or inferred mineral resources that the
Company reports are or will be economically or legally mineable
without further work and analysis. Further, "inferred mineral
resources" have a greater amount of uncertainty and as to whether
they can be mined legally or economically. Therefore, U.S.
investors are also cautioned not to assume that all or any part of
inferred mineral resources will be upgraded to a higher category
without further work and analysis. Under Canadian securities laws,
estimates of "inferred mineral resources" may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. While
the above terms are "substantially similar" to CIM Definitions,
there are differences in the definitions under the SEC
Modernization Rules and the CIM Definition Standards. Accordingly,
there is no assurance any mineral reserves or mineral resources
that the Company may report as "proven mineral reserves", "probable
mineral reserves", "measured mineral resources", "indicated mineral
resources" and "inferred mineral resources" under NI 43-101 would
be the same had the Company prepared the reserve or resource
estimates under the standards adopted under the SEC Modernization
Rules or under the prior standards of SEC Industry Guide 7.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release contains "forward-looking statements", within
the meaning of the U.S. Securities Act of 1933, the U.S. Securities
Exchange Act of 1934, the Private Securities Litigation Reform Act
of 1995 and "forward-looking information" within the meaning of
applicable Canadian securities legislation, concerning the
business, operations and financial performance and condition of
Sandstorm Gold Royalties. Forward-looking statements include, but
are not limited to: statements with respect to Sandstorm's NCIB and
ASPP and the number of Common Shares that may be purchased under
the NCIB—the implementation of the ASPP is subject to various
factors, including but not limited to, prevailing market
conditions, the Company's financial position, and its assessment of
the best use of available resources. As such, there is no assurance
that purchases will occur under the ASPP or NCIB, and the Company
reserves the right to modify, suspend, or terminate the ASPP at its
discretion, in compliance with applicable securities laws and
regulatory requirements; the future price of gold, silver, copper,
iron ore and other metals, the estimation of mineral reserves and
resources, realization of mineral reserve estimates, and the timing
and amount of estimated future production. Forward-looking
statements can generally be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans",
or similar terminology.
Forward-looking statements are made based upon certain
assumptions and other important factors that, if untrue, could
cause the actual results, performances or achievements of Sandstorm
Gold Royalties to be materially different from future results,
performances or achievements expressed or implied by such
statements. Such statements and information are based on numerous
assumptions regarding present and future business strategies and
the environment in which Sandstorm Gold Royalties will operate in
the future, including the receipt of all required approvals, the
price of gold and copper and anticipated costs. Certain important
factors that could cause actual results, performances or
achievements to differ materially from those in the forward-looking
statements include, amongst others, failure to receive necessary
approvals, changes in business plans and strategies, market
conditions, share price, best use of available cash, gold and other
commodity price volatility, discrepancies between actual and
estimated production, mineral reserves and resources and
metallurgical recoveries, mining operational and development risks
relating to the parties which produce the gold or other commodity
the Company will purchase, regulatory restrictions, activities by
governmental authorities (including changes in taxation), currency
fluctuations, the global economic climate, dilution, share price
volatility and competition.
Forward-looking statements are subject to known and unknown
risks, uncertainties and other important factors that may cause the
actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: the impact of general business and economic conditions,
the absence of control over mining operations from which the
Company will purchase gold, other commodities or receive royalties
from, and risks related to those mining operations, including risks
related to international operations, government and environmental
regulation, actual results of current exploration activities,
conclusions of economic evaluations and changes in project
parameters as plans continue to be refined, risks in the
marketability of minerals, fluctuations in the price of gold and
other commodities, fluctuation in foreign exchange rates and
interest rates, stock market volatility, as well as those factors
discussed in the section entitled "Risks to Sandstorm" in the
Company's annual report for the financial year ended December 31, 2023 and the section entitled "Risk
Factors" contained in the Company's annual information form dated
March 27, 2024 available at
www.sedarplus.com. Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. The Company does not
undertake to update any forward-looking statements that are
contained or incorporated by reference, except in accordance with
applicable securities laws.
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SOURCE Sandstorm Gold Ltd.