New Dimension Completes Acquisition of Santa Cruz Gold and Silver Properties and Closes Oversubscribed Private Placement
51084806.2
TSX-V: NDR
NEWS RELEASE #18-04
New Dimension Completes Acquisition of Santa Cruz Gold and Silver Properties
and Closes Oversubscribed Private Placement
May 15, 2018 – Vancouver, BC - New Dimension Resources Ltd. (TSXV: NDR) (the “Company” or “New
Dimension”) is pleased to announce that it has acquired a 100% interest in the Las Calandrias, Los Cisnes,
and Sierra Blanca high grade gold- silver projects located in Santa Cruz province, Argentina (the
“Transaction”) from Sandstorm Gold Ltd. (TSX: SSL, NYSE American: SAND)(“Sandstorm”). 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.
President and Chief Executive Officer, Eric Roth, commented today: "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 Cis nes 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 t eam. This ensures that their many years of experience and
expertise in Santa Cruz Province will be put to immed iate use to quickly advance our project s. I look
forward to keeping the market informed on progress with our drill programs.”
Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2
[email protected] +1 604-563-4807 www.newdimensionresources.com
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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. Hew ett 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 t ransition, 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 P rivate 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 inve stment 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.
The early warning report, as required under National Instrument 62 -103, contains additional information
with respect to the foregoing matters and will be filed by Sandstorm on New Dimension’s SEDAR profile
at www.sedar.com.
Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2
[email protected] +1 604-563-4807 www.newdimensionresources.com
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On Behalf of the Board of New Dimension Resources Ltd.
“Eric Roth”
___________________________
Eric Roth, Ph.D., FAusIMM
President & CEO
New Dimension Contacts
Eric Roth, President & CEO
Email: [email protected]
Karen Davies, IR +1 604-314-2662
Qualified Person and Disclosure Statement
The technical information in this news release has been prepared in accordance with Canadian regulatory
requirements set out in NI 43-101, and approved by Eric Roth, the Company's President & CEO, a director
and a Qualified Person under NI 43-101.
Further information on the Las Calandrias Project is available in the technical report entitled "“Updated
Technical Report for Estimated Gold – Silver Resources at Las Calandrias Santa Cruz Province, Argentina”
with an effective d ate of February 20, 2018, available on the Company’s website at
http://www.newdimensionresources.com or under New Dimension’s SEDAR profile at www.sedar.com
Cautionary Notes and Forward-looking Statements
This news release contains forward- looking information within the meaning of applicable securities legislation. Forward-looking
information is typically identified by words such as: believe, expect, anticipat e, intend, estimate, postulate and similar expressions, or
are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future
results of operations, performance and achievements of New Di mension, including completion of the acquisition of the Santa Cruz
Properties, trading of the Company’s shares, the appointment of directors and officers of New Dimension, and receipt of all necessary
regulatory and third- party approvals required in connec tion with the acquisition and the Private Placement. Although the Company
believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such
forward-looking information is based on certain as sumptions and analyses made by New Dimension in light of their experience and
perception of historical trends, current conditions and expected future developments, as well as other factors management bel ieves
are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those projected in the forward- looking information. Important factors
that could cause actual results to differ from this forward -looking information include those described under the heading "Risks and
Uncertainties" in New Dimension s most recently filed MD&A. New Dimension does not intend, and expressly disclaims any obligation
to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned
not to place undue reliance on forward-looking information.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
This news release does not constitute an offer to purchase securities. The securities to be offered in the Private Placement have not
been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be
offered or sold in the United States or to, or for the benefit or account of, a U.S. person, except pursuant to an available exemption
from such registration requirements.