Sandspring Resources Closes Private Placement

2019-06-13 / @nasdaq


DENVER and VANCOUVER, British Columbia, June 12, 2019 (GLOBE NEWSWIRE) -- Sandspring Resources Ltd. (TSX-V: SSP, OTCQX: SSPXF) (“Sandspring” or the “Company”) is pleased to announce that it has completed a non-brokered private placement of 26,801,000 units (each, a “Unit”), and 5,200,000 subscription receipts (each, a “Receipt”), at a price C$0.125 per Unit and Receipt, for gross proceeds of C$4,000,125.  Each “Unit” issued in the placement consists of one common share and one share purchase warrant entitling the holder to purchase one additional share at C$0.165 for a period of sixty (60) months.  The placement was fully subscribed and included an investment from Gran Colombia Gold Corp. (“Gran Colombia”) in the amount of C$2,000,000.

The Receipts were issued to Gran Colombia as part of its participation in the placement.  Each “Receipt” will automatically convert into a Unit upon the Company receiving shareholder approval for the creation of Gran Colombia as a “control person” of the Company.  In the event the Receipts have not converted into Units prior to December 31, 2019, Gran Colombia will be entitled to a refund of the proceeds received from the Receipts, $650,000, along with annual interest at the rate of five percent.  The Company intends to seek shareholder approval for the creation of Gran Colombia as a “control person” at its annual general meeting to be held later in the year.

All securities issued in connection with the private placement are subject to a four-month-and-one-day statutory hold period.  In connection with completion of the placement, the Company paid cash commissions of C$59,318.75 to certain eligible parties who introduced subscribers.

Early Warning

In connection with the placement, Gran Colombia acquired 10,800,000 Units of the Company, along with 5,200,000 Receipts.  Following completion of the placement, Gran Colombia has control and direction over an aggregate of 48,300,000 common shares, 26,800,000 share purchase warrants and 5,200,000 Receipts.  The common shares controlled by Gran Colombia represent approximately 19.96% of the outstanding common shares of the Company.  Assuming conversion of the Receipts and exercise of the underlying warrants Gran Colombia, when combined with their existing ownership, would have control and direction over 85,500,000 common shares representing approximately 30.66% of the then outstanding common shares of the Company.  Gran Colombia can potentially become a “control person” of the Company assuming conversion of the Receipts or the exercise of share purchase warrants and have undertaken not to exercise the warrants if such conversion would result in them becoming a control person of the Company, unless and until shareholder approval (excluding their votes) has been received.

Gran Colombia has acquired the securities of the Company for investment purposes and has no present intention to acquire further securities of the Company, although may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.

A copy of the early warning report filed by Gran Colombia in connection with the private placement is available under the Company’s profile on SEDAR (

On behalf of the Board of Directors of Sandspring Resources Ltd.

“Richard A. Munson”
Director and Chief Executive Officer

About Sandspring Resources Ltd.

Sandspring Resources Ltd. is a Canadian junior mining company currently moving toward a feasibility study for the Toroparu Project in Guyana, South America with 7.4 million ounces of gold in the Measured and Indicated categories. A prefeasibility study completed in May 2013 (NI 43-101 Technical Report, Prefeasibility Study, Toroparu Gold Project, Upper Puruni River Area, Guyana, dated May 24, 2013 completed by SRK Consulting (U.S.), Inc., available on SEDAR ( outlined the design of an open-pit mine producing more than 200,000 ounces of gold annually over an initial 16-year mine life. Sandspring and Wheaton Precious Metals (formerly known as Silver Wheaton) entered into a precious metals purchase agreement for the Toroparu Project in November of 2013. Sandspring also holds a 100% interest in the Chicharrón Gold Project located in the Segovia-Remedios mining district, Antioquia, Colombia. Additional information is available at or by email at

Contact Sandspring Resources Ltd.

Richard A. Munson
Chief Executive Officer
Tel: +1 (303)-991-5683 or via email at

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.

Forward-looking Statements

This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words “potential”, “suggesting”, “indicating”, “will”, “plans” 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 that Sandspring has 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 since Sandspring can give no assurance that such expectations will prove to be correct. 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: the speculative nature of mineral exploration and development; risks associated with the uncertainty of exploration results and estimates; results from drilling and exploration activities; the conversion of the Receipts; Sandspring’s future plans; the availability of financing and/or cash flow to fund current and future plans and expenditures; the impact of increasing competition; fluctuating commodity prices; the general stability of applicable economic and political environments; the general continuance of current industry conditions; uncertainty regarding the market price for gold, silver and copper; uncertainty of conducting operations under a foreign regime; uncertainty of obtaining all applicable regulatory approvals and related timing matters; Sandspring’s dependence on 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.

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