Sandspring is a Canadian junior mining company currently in advanced exploration and in the process of finalizing a feasibility study for the multi-million ounce Toroparu Gold Project in Guyana, South America.
PNO’s principal business activity is the acquisition and exploration of natural resource properties. Following the Acquisition, Sandspring will continue to trade on the TSX Venture Exchange and PNO will be delisted.
Summary of the Acquisition
Pursuant to the Definitive Agreement and the proposed plan of arrangement, PNO will amalgamate with a wholly-owned subsidiary of Sandspring, and all of the issued and outstanding common shares of PNO will be acquired by Sandspring from the existing holders thereof in consideration of the issuance of one Post-Consolidation Sandspring Share for each PNO Share so held.
Prior to the completion of the Acquisition, Sandspring shall consolidate its issued and outstanding common shares on the basis of one "new" common share for every three Sandspring Shares outstanding. At its annual and special meeting of Sandspring shareholders, currently scheduled to be held on September 3, 2015, Sandspring will seek the approval of its shareholders for the Consolidation.
Also in connection with the Acquisition, all of the outstanding stock options and warrants of PNO will be converted to stock options and warrants to acquire Sandspring Shares and subject to adjustments based on the Exchange Ratio.
