Pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Sandstorm Gold Ltd. (“Sandstorm Gold Royalties”, “Sandstorm” or the “Company”) is announcing the purchase of an aggregate of 5,073,798 common shares (the “Entrée Purchased Shares”) and 1,200,000 share purchase warrants (the “Entrée Purchased Warrants”) of Entrée Resources Ltd. (“Entrée”). The acquisition of the Entrée Purchased Shares and the Entrée Purchased Warrants collectively represent an approximate 2.0% increase in Sandstorm’s holdings of the outstanding common shares of Entrée (the “Entrée Shares”) on a partially diluted basis.
Prior to the purchase of the Entrée Purchased Shares and Entrée Purchased Warrants, Sandstorm held 35,636,880 Entrée Shares as well as warrants to purchase an additional 457,317 Entrée Shares (“Entrée Warrants”). The 35,636,880 Entrée Shares represented approximately 20.4% of the then outstanding Entrée Shares on a non-diluted basis. Assuming the exercise of all 457,317 Entrée Warrants held by the Company, Sandstorm would have then held an aggregate of 36,094,197 Entrée Shares, representing approximately 20.6% of the then outstanding Entrée Shares (on a partially diluted basis). Upon completion of the purchase of the Entrée Purchased Shares and Entrée Purchased Warrants, an aggregate 40,710,678 Entrée Shares and 1,657,317 Entrée warrants are now owned directly by Sandstorm. The 40,710,678 Entrée Shares represent approximately 21.9% of the outstanding Entrée Shares. Assuming the exercise of all of the 1,657,317 Entrée Warrants now held by the Company, the Company would then hold 42,367,995 Entrée Shares, representing approximately 22.6% of the outstanding Entrée Shares (on a partially diluted basis).
The Company acquired 2,400,000 of the Entrée Purchased Shares and the 1,200,000 Entrée Purchased Warrants pursuant to a private placement conducted by Entrée. The remaining 2,673,798 of the Entrée Purchased Shares were acquired by Sandstorm on the open market over the facilities of the Toronto Stock Exchange and other published markets for the Entrée Shares between November 21, 2019 and February 18, 2021 at prices ranging from C$0.29 to C$0.65 per Entrée Acquired Share. The purchase of the Entrée Purchased Shares and Entrée Purchased Warrants by Sandstorm was effected for investment purposes. While Sandstorm may from time to time acquire additional securities of Entrée, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, it is Sandstorm’s current intention, based on market conditions and other circumstances, to acquire additional securities of Entrée.
An Early Warning Report, as required under National Instrument 62-103, contains additional information with respect to the foregoing matters and will be filed by the Company on Entrée’s SEDAR profile at www.sedar.com. To obtain a copy of the report, contact Kim Bergen at 604 628 1164. Entrée’s head office is located at 1066 West Hastings Street, Suite 1650, Vancouver, BC V6E 3X1.
The acquisition of the Entrée Purchased Shares was made in reliance on the normal course purchase exemption from the formal take-over bid requirements in section 4.1 of National Instrument 62-104, Takeover Bids and Issuer Bids (“NI 62-104”). The Entrée Purchased Shares acquired, together with all of the other Entrée Shares acquired during the 12-month period preceding this purchase, did not exceed 5% of the number of Entrée Shares outstanding at the beginning of such 12-month period, and the consideration paid for any of the Entrée Shares did not exceed the market price at the date of the purchase as determined in accordance with NI 62-104.
For more information about Sandstorm Gold Royalties, please visit our website at www.sandstormgold.com or email us at email@example.com.
Erfan Kazemi Kim Bergen
Chief Financial Officer Capital Markets