Member Info for n3m3sis187

A £1 a pint!

Does anyone have a handle on the percentage of share that the Man Group now hold? Also, is it possible that the BOD are buying these shares using the Man Group as a proxy, in order to try an make sure they get the yes vote percentage required to push the deal through? Any thoughts?

Only Mariana Shareholders are voting on the "Scheme" not Sandstorm shareholders. This from Sandstorm's recent 10K:- "It is presently anticipated that Mariana will send its scheme document to Mariana shareholders around mid-May. The transaction will then go to a vote by Mariana shareholders, requiring a majority in number, representing 75% in value of scheme shareholders present and voting, to approve the scheme. That vote is expected to occur around mid-June and with a successful vote, the transaction would then go back to the U.K. court for final approval in late June. Sandstorm's cash and shares would then be issued to shareholders of Mariana. For more information, refer to the UK rule 2.7 announcement at www.sandstormgold.com/transaction."

I have 41,775 shares and I am voting no. Next to Brucejack (Pretivm Resources) Mariana resources has the highest g/t in the world, in fact it is higher than Brucejacks. They are valued in the billions so where do Sand get off thinking they can buy a third of the most spectacular gold resources ever discovered, on the cheap? Come again, my good Sand and come better, much better!

This recent article explains what has happened very well...... http://www.silverdoctors.com/gold/gold-news/gold-futures-shorting-attacks/#more-78139

Thanks Bushy for posting! :) Having read the entire "Revised Co-operation Agreement" I find that the language whilst still referring to "the Scheme" which would be the combination option, strengthens the "Takeover Option" considerably in many places. Long stop date for either Scheme execution or Takeover still remains 31 August 2017. Also and this is important, the terms as regards the Sandstorm share price have been locked at $4.04 (GBP 3.1464) and as per the closing price on 25/04/2017 and the corresponding exchange rate at that time. In effect, the current share price of SS does not matter to the offer as the price has been locked in to that date. Seems to me that SS are getting ready to push this through as a takeover.... there is also more reference to what is called an "Independent Competing Bid" on more than one occasion in the revised document. The plot thickens.........

"A copy of the Revised Co-operation Agreement has been filed on SEDAR and published on Mariana's website at http://www.marianaresources.com and Sandstorm's website at http://www.sandstormgold.com." It is a copy of the "Revised Co-operation Agreement" that I cannot find, not the announcement of it.

"18.1 Co-operation Agreement Mariana and Sandstorm have entered into the Co-operation Agreement dated 26 April 2017, pursuant to which Mariana and Sandstorm have agreed to undertake to work co-operatively with each other in order to procure the obtaining of any and all approvals, consents, clearances, permissions and waivers as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any regulatory authority in connection with the satisfaction of the conditions to the Combination as soon as practicable and to provide each other with such information and assistance as is reasonably necessary for that purpose. The Co-operation Agreement also contains provisions in relation to the Mariana Employee Equity Plans. Further details of these arrangements will be set out in the Scheme Document." Has anyone found the revised version of the above?

"Mariana and Sandstorm have today entered into a Co-operation Agreement to work together to implement the Combination announced on 26 April 2017 ("Revised Co-operation Agreement"). The Co-operation Agreement executed on 26 April 2017 and referenced at section 18.1 of Mariana's announcement of 26 April 2017 regarding the Combination has been terminated." I have searched SEDAR and both the Mariana and Sandstorm websites and have been unable to find the revised version. Has anyone seen it?

Appendix 3 Details of Irrevocable Undertakings The following holders of Mariana Shares have given irrevocable undertakings to vote in favour of the Scheme at the Guernsey Court Meeting and the resolutions to be proposed at the General Meeting which are necessary to implement the Combination and any related transactions (and to vote against any resolutions which may result in the Combination not being implemented) in relation to the following Mariana Shares, respectively: Directors Name Number of Mariana Shares Percentage of issued share capital of Mariana John Goodwin 62,000 0.05 John Horsburgh 843,050 0.66 Glen Parsons 337,250 0.26 Eric Roth 649,371 0.51 The undertakings referred to above will remain binding if a higher competing offer for Mariana is made. The undertakings will cease to be binding if: (i) the Announcement is not made by 5.00 p.m. (London time) on 26 April 2017 (or such later date as the Company and the Offeror may agree); or (ii) the Panel consents to Sandstorm not proceeding with the Combination; or (iii) the Scheme does not become Effective by 31 August 2017 (other than in circumstances where Sandstorm has elected to proceed by way of takeover offer and such offer has not lapsed or been withdrawn). Other shareholders Name Number of Mariana Shares Percentage of issued share capital of Mariana AngloGold Ashanti Holdings PLC 4,898,295 3.82 Australian Investors Pty Ltd 3,819,794 2.98 The undertakings referred to above will remain binding if a higher competing offer for Mariana is made. The undertakings will cease to be binding if: (i) the Announcement is not released by 5.00 p.m. (London time) on 27 April 2017; or (ii) the Panel consents to Sandstorm not proceeding with the Combination; or (iii) the Scheme does not become Effective by 31 August 2017 (other than in circumstances where Sandstorm has elected to proceed by way of takeover offer and such offer has not lapsed or been withdrawn); or (iv) an offer is announced by a third party on terms which represent in the reasonable opinion of KPMG LLP (in the case of Australian Investors Pty Ltd) or RFC Ambrian Limited (in the case of AngloGold Ashanti Holdings PLC) an improvement of ten per cent or more on the value of the consideration offered under the Combination.

They are not going to get the 75% required for the scheme and are very unlikely to get the 50%+1 for the Takeover to work. They are not blind and neither are the BoD. There is no love for this offer among the PI fraternity (well, those that are still holding) soooo..... It will have to be plan C. If the deal (scheme or takeover) is not completed by 29/08/2017 then SS will pull out. Read the documentation, it says it there.

No problem Spud. Btw n3m will do. :)

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMG/13210910.html

Pg 66/87: 5. Sandstorm reserves the right to elect to implement the Combination by way of a takeover offer in compliance with the code....... In such event, such Offer will be implemented by Sandstorm or a wholly-owned subsidiary of Sandstorm on the same terms and conditions(subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such other percentage (being mode than 50 per cent.) as Sandstorm may decide (subject to the panels consent) of the shares to which such Offer relates) so far as applicable, as those that would apply to the Scheme. So if there is not agreement with 75% of the shareholders to the offer, Sandstorm can try to acquire the company by means of takeover, with a lower acceptance rate that would have to be over 50 % of the shareholders other than who have already agreed the combination.

Fulmar29 greetings, The 75% is not a theory, it is fact. If a 75% shareholder vote is gained, then the combination and terms go through as stated. If Sandstorm decided that 75% is unlikely (most likely) then they reserve the right to acquire Marl by takeover, subject to approval by the takeover panel. This approach would have a threshold for approval of over 50%, in reality 51% would be enough. I believe that a counter offer is coming.... there may well be an investigation also as to the true value of HM, which I believe has been intimated to Sandstorm, contrary to AIM rules.

Pg 66/87: 5. Sandstorm reserves the right to elect to implement the Combination by way of a takeover offer in compliance with the code....... In such event, such Offer will be implemented by Sandstorm or a wholly-owned subsidiary of Sandstorm on the same terms and conditions(subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such other percentage (being mode than 50 per cent.) as Sandstorm may decide (subject to the panels consent) of the shares to which such Offer relates) so far as applicable, as those that would apply to the Scheme. So if there is not agreement with 75% of the shareholders to the offer, Sandstorm can try to acquire the company by means of takeover, with a lower acceptance rate that would have to be over 50 % of the shareholders other than who have already agreed the combination.

I cannot buy even £100 worth! I'm wondering if it's Sandstorm or A.N. Other who is trying to set up a competing bid. Thoughts?

Got just over £31k tied up in MARL and I am not selling for love nor erm, well not this little money. I have read the documents and appendices and it seems to me, that this is not a done deal at all. They need at least a 75% majority for the combination as it is, if not then over 50% on takeover terms (where the offer may be increased). They reserve the right to withdraw the offer if it is not settled by 31//08/2017 and it's four months until then. They are trying to get Mariana on the cheap, knowing full well the amended PFS is going to be well above what is in the public domain. I am waiting and watching.....there is more to come to this table that what is on offer currently.

Marl now 0.9010 Sand down to $3.63

https://seekingalpha.com/article/4059457-breaking-sandstorm-golds-latest-acquisition