CMIL.V · 2018-02-20 12:00:00

New Dimension to Acquire Portfolio of Advanced Gold and Silver Properties in Santa Cruz Province, Argentina Dr. Eric Roth to be appointed Director, President and CEO upon closing

Management Changes Mergers & Acquisitions

TSX-V: NDR

P R E S S R E L E A S E # 1 8 ‐ 0 1

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

New Dimension to Acquire Portfolio of Advanced Gold and Silver Properties in

Santa Cruz Province, Argentina

Dr. Eric Roth to be appointed Director, President and CEO upon closing

February 20th, 2018 – Vancouver, BC ‐ New Dimension Resources Ltd. (TSXV: NDR) (the “Company” or

“New Dimension”) is pleased to announce that it has entered into property acquisition agreements to

acquire a 100% interest in the Las Calandrias, Los Cisnes, and Sierra Blanca gold‐silver projects located in

Santa Cruz province, Argentina (together, the “Santa Cruz Properties”) from Sandstorm Gold Limited (TSX:

SSL, NYSE: SAND)(“Sandstorm”). The portfolio, totaling 86,000 hectares (ha), was previously controlled by

Mariana Resources Limited (“Mariana”), which was acquired by Sandstorm in July 2017.

Santa Cruz portfolio ‐ the Company presents the following project highlights:

 Las Calandrias Property – advanced epithermal gold‐silver project that hosts an Indica ted mineral

resource of 491,000 ounces (“oz”) gold equivalent (“AuEq”1) @ 1 . 2 9 g / t A u E q , a n d a n I n f e r r e d

mineral resource of 28,000 AuEq o z @ 1.02 g/t AuEq. The Indica ted mineral resource includes a

contribution of 49,000 AuEq oz @ 9.35 g/t AuEq (3 g/t AuEq cut‐ off, undiluted) from the Calandria

Norte vein.

Numerous drill‐ready, high‐grade gold‐silver targets within bot h the Las Calandrias concession and

immediate district have been identified.

 Los Cisnes Property – high‐grade silver‐gold epithermal vein system located 75km S W of Yamana

Gold’s Cerro Moro gold‐silver mine. Previously drilled by Mar iana, Los Cisnes encompasses a 4km 2

a r e a , w i t h t w o m a i n t a r g e t z o n e s i d e n t i f i e d t o d a t e : E l B r i o ( high‐grade silver veins) and El Solar

(bulk tonnage mineralization).

 Sierra Blanca Property – high‐grade silver‐gold vein field with four targets identifi ed to date along

>22 km of cumulative strike length supported by extensive chann el sampling completed by

Mariana. Sierra Blanca is located 40km NNW of Anglogold Ashant i’s Cerro Vanguardia gold‐silver

mine.

Approximately C$25 million has been previously spent exploring the Santa Cruz Properties.

1 A u E q o z r e p o r t e d h e r e i n h a v e b e e n c a l c u l a t e d b y N e w D i m e n s i o n : the independent mineral resource estimate

prepared by Mine Development Associates reports mineralized ton nes, gold, silver, and gold equivalent grades, and

gold and silver ounces separately (see Table 1). The Company ha s c a l c u l a t e d A u Eq o z w i t h r e f e r e n c e t o a c u t ‐ o f f

grade of 0.3 g/t AuEq for oxide and transition material, and 0. 7 g/t AuEq for primary, and by multiplying mineralized

tonnes by AuEq grade, dividing by 31.1, and assuming 100% metallurgical recovery.

Proposed appointment of Eric Roth as President & CEO and Director

Upon successful closing of the transactions described herein, E ric Roth, Ph.D. (Economic Geology),

F.AusIMM, F.SEG, and former Chief Operating Officer of Mariana Resources, will be appointed President

and Chief Executive Officer and D i r e c t o r o f t h e C o m p a n y . I t i s expected that Fred Hewett, current

President & CEO, and director of the Company will be appointed Chairman of the Board.

In addition, the board of directors expects to nominate Mr. Glen Parsons (former Mariana CEO) for

election to the board of directors at the Company’s next AGM.

Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2

[email protected] +1 604-563-4807 www.newdimensionresources.com

“This acquisition marks a significant step in the transformatio n of the Company. Upon successful

completion of the transactions, I look forward to welcoming Dr. Eric Roth as President and Chief Executive

O f f i c e r , ” s t a t e d F r e d H e w e t t , P r e s i d e n t & C E O . “ D r . R o t h , w i t h his proven technical and financial

expertise has an exceptional track record of success including Mariana Resources, which was acquired by

Sandstorm Gold in 2017 for US$ 175 million, and Extorre Gold Mines, which was acquired by Yamana

Gold in 2012 for C$ 440 million.”

“I am very pleased to be joining New Dimension, whose primary f ocus will be the discovery of high grade

gold deposits in the prospective and mining‐friendly jurisdicti ons of Santa Cruz Province, Argentina, and

Ontario and Manitoba, Canada”, stated Dr. Eric Roth. “With a s tabilized political and financial

environment in Argentina, rising commodity prices and a portfol io of quality assets that boast a

significant resource base and numerous drill‐ready high‐grade gold and silver targets, I look forward to

advancing the portfolio and unlocking the potential of these high‐quality assets.”

The Santa Cruz Properties

The Santa Cruz Properties consist of three gold‐silver projects: Las Calandrias, Los Cisnes, and Sierra

Blanca, all of which are located in the highly mineralized Deseado Massif geological t e r r an e , i n m i n i n g ‐

friendly Santa Cruz province. Important gold‐silver mining ope rations in the Deseado Massif, one of the

world’s key destinations for epithermal gold‐silver deposits, i nclude AngloGold Ashanti’s Cerro

Vanguardia mine, Goldcorp’s Cerro Negro mine, and Yamana Gold’s Cerro Moro mine (first production

expected in H1 2018). Each of the Santa Cruz Properties is well located with respect to key infrastructure

(especially power and good road access), are close to existing mines, and may be explored all year round

(see Santa Cruz Properties map at: NDR Presentation ‐ Argentina Projects.

Las Calandrias Property

Las Calandrias is the most advanced mineral project in the Santa Cruz protfolio. Las Calandrias is host to a

mineral resource estimated by Mine Development Associates (“MDA”) as follows:

Table 1. Las Calandrias Mineral Resource Estimate (“MDA”)

Category Tonnes Au

(g/t)

AuEq

(g/t)

(oz)

Indicated 11,840,000 1.00 17.40 1.29 381,000 6,624,000

Inferred 870,000 0.93 5.17 1.02 25,900 144,000

Cal c ul at ed usi ng a var i abl e c ut off accounting for varying metal lurgical recoveries: 0.3 AuEq/t for oxide and transition materi al,

and 0.7 AuEq/t for primary. Gold equivalent grades are calcula ted by dividing silver grades by 60, adding this value to the g old

grade, and with no differences in metallurgical recovery for gold and silver.

This mineral resource estimate is effective as of February 20, 2018, and includes contr ibutions from both

the bulk tonnage, rhyolite dome‐hosted Calandria Sur deposit and the high‐grade gold Calandria Norte

vein/breccia system.

The resource estimate was completed by Steven Ristorcelli, of M DA, an Independent Qualified Person as

defined by National Instrument 43‐101 Standards of Disclosure for Mineral Projects (“NI 43‐101”).

Further details of the estimation methods and procedures will be available in an updated NI 43‐101

report, which will be filed on SEDAR (www.sedar.com), within 45 days from the date of this news release.

Mineral Resources which are not Mineral Reserves have not yet demonstrated economic viability. The

estimate of mineral resources may be materially affected by env ironmental, permitting, legal, title,

taxation, sociopolitical, marketing, or other relevant issues.

Upon closing the focus of field activities at Las Calandrias is expected to be further evaluation of four

high‐grade gold‐silver vein/breccia systems (La Morena, El Nido Norte, Las Calandrias feeders, and

Refugio), all of which are located in the vicinity of the Calan dria Norte vein system, and all largely

untested by Mariana.

Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2

[email protected] +1 604-563-4807 www.newdimensionresources.com

R e c e n t t h i r d ‐ p a r t y a c t i v i t y i n t h e L a s C a l a n d r i a s D i s t r i c t h a s included the construction of the nearby

Minera Don Nicolas gold‐silver mine (a 1,000 tonne‐per‐day Carbon‐in‐Leach facility), and the Oceana

Gold‐Mirasol exploration JV on the adjacent La Curva property.

Los Cisnes Property

The Los Cisnes project contains two main targets, the high‐grad e silver Brio vein/breccia system and the

El Solar dome‐hosted, bulk tonnage gold‐silver target. Most recent activities undertaken by Mariana

included a focus on the high‐grade Brio vein, where previous su rface sampling return ed significant high‐

grade silver. In 2015, Marianna completed a scout drill progra m at Los Cisnes with very positive results,

including the Brio discovery hole announced by Marianna on August 24, 2016.

Sierra Blanca Property

At Sierra Blanca, the Company’s focus will be the identificatio n and delineation of high‐grade gold‐silver

shoots within the 22km strike extent of this extensive and mostly underexplored, intermediate sulfidation

epithermal vein system. Four priority targets have been identified to date consisting of: Achen‐Chala,

Trafwe, Lucila, and Vetarron. E xploration by Mariana identifie d high‐grade silver (‐gold) in the oxidized /

supergene enriched central portion of the Chala vein.

Acquisition Agreement

New Dimension has agreed to acquire a 100% interest in the Sant a Cruz Projects through an agreement

dated February 19, 2018 amongst Sandstorm, New Dimension and certain subsidiaries of each entity.

New Dimension will provide consideration to Sandstorm of:

 A C$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.

The acquisition agreements will be made available on the Company’s SEDAR profile at www.sedar.com.

New Dimension is not required to obtain shareholder approval.

Share Consolidation and Private Placement with Participation of Sandstorm

Concurrent with, or prior to, the closing of the acquisition of the Santa Cruz Projects, the transactions

above, the Company intends to consolidate its common shares on the basis of one (1) post‐consolidated

share for every 2.5 pre‐consolidation shares and to complete a non‐brokered private placement of up to

27,272,727 post‐consolidated shares (“New NDR Shares”) at a price of C$0.11 per New NDR Share for

gross proceeds of C$3,000,000, subject to TSX Venture Exchange (“TSXV”) approval.

Proceeds from the Private Placement will be used for exploration and business development activities

focused on advancing the Argentinean portfolio. Completion of the Private Placement is a condition to

the closing of the acquisition of the Santa Cruz Properties.

In addition, pursuant to the terms and conditions of the acquis ition agreement, the Company agreed to

settle US$432,838 in debt owing to Sandstorm and its affiliates by issuing to Sandstorm and its affiliates

such number of New NDR Shares having a value equal to the outstanding debt, subject to TSXV approval.

The Company also anticipates that Sandstorm will participate in the Private Placement.

It is furthermore anticipated that insiders of New Dimension wi ll also participate in the Private Placement

on the same terms and conditions as arm’s length subscribers. New Dimension may pay commissions and

finders’ fees in connection with the financing.

Approvals

The acquisition and private placement are subject to certain co nditions, including receipt of all necessary

consents and regulatory approvals, including the approval of the T S X V . A l l s e c u r i t i e s i s s u e d u n d e r t h e

private placement will be subject to a hold period of four month s f r o m t h e d a t e o f i s s u a n c e o f t h e

securities.

C l o s i n g o f t h e F i n a n c i n g i s s c h e d u l e d t o o c c u r o n o r a b o u t M a r ch 29, 2018, subject to applicable

Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2

[email protected] +1 604-563-4807 www.newdimensionresources.com

regulatory and other approvals, including approval of the TSXV.

Trading in the shares of New Dimension is halted at present. I t is uncertain if the Company's shares will

resume trading until the acquisitions are completed.

On Behalf of the Board of New Dimension Resources Ltd.

“Fred G. Hewett”

___________________________

Fred G. Hewett, P.Eng.

President & CEO

About New Dimension Resources Ltd.:

New Dimension is engaged in the acquisition, exploration and de velopment of quality mineral resource

properties throughout the Americas with a precious metal focus. The Company currently holds an option

on the Savant Lake (Ontario) and an interest in the Domain (Manitoba) gold properties in Canada, and

upon closing of the transaction described in this release will hold a 100% interest in three Advanced Gold‐

Silver Projects, in Santa Cruz, Argentina.

New Dimension Contacts

Fred Hewett

Tel: +1 604‐563‐4807

Eric Roth, +569‐8818‐1243

Karen Davies, +1 604‐314‐6270

Email: [email protected]

Qualified Persons and Disclosure Statement

The technical information in this news release has been prepare d in accordance with Canadian regulatory

requirements set out in NI 43‐101, and approved by Scott Heffernan, M.Sc., P.Geo., a director of the Company and a

Qualified Person under NI 43‐101.

Cautionary Notes and Forward‐looking Statements

This news release may contain fo rward looking statements which are not historical facts, such as statements of belief of simil arity of

geological characteristics or features, statements of unverifie d drilling and sampling results and expectations of receipt of permits and

plans for future work. Forward looking statements involve a nu mber of risks and uncertainties that could cause actual results to differ

materially from those projected . These risks and uncertainties include, but are not limited to, unexpected geological factors,

exploration results, results of verification work and unanticipa t e d r e g u l a t o r y o b s t a c l e s . S e e N e w D i m e n s i o n ’ s f i l i n g s f o r a more

detailed discussion of factors that may impact expected results.

This news release contains forward‐looking information within t he meaning of applicable securitie s legislation. Forward‐looking

information is typically identified by words such as: believe, expect, anticipate, intend, estim ate, postulate and similar exp ressions, or

are those, which, by their nature, refer to future events. Such statements include, without lim itation, statements regarding t he future

results of operations, performance and achievements of New Dimension, including completion of the acquisition of the Santa Cruz

Properties, trading of the Company’s shares, the appointment of directors and officers of New Di mension, and receipt of all ne cessary

regulatory and third‐party approvals required in connection wit h the acquisition and the Private Placement. Although the Comp any

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 assumptions and analyses made by New Dimension in light of their experience an d

perception of historical trends, current conditions and expecte d future developments, as well as other factors management beli eves

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 t o differ from this forward‐loo king information include those described under the heading "Ris ks and

Uncertainties" in New Dimension s most recently filed MD&A. New Dimension does not intend, and expressly disclaims any obligat ion

to, update or revise the forward‐looking information contained in this news release, except as required by law. Readers are ca utioned

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 responsibi lity for the

adequacy or accuracy of this release.

Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2

[email protected] +1 604-563-4807 www.newdimensionresources.com

This news release does not constitute an offer to sell or a sol icitation of an offer to buy any of the securities in the Unite d States. 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 o ffered or sold in the United States or to, or for the benefit o r account

of, a person in the United States, except pursuant to an available exemption from such registration requirements.

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