The K2 Principal Fund L.P. Form 8.3 - Mariana Resources Ltd

 
TIDMMARL 
 
FORM 8.3 
 
           PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY 
 
    A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 
 
                  Rule 8.3 of the Takeover Code (the "Code") 
 
1. KEY INFORMATION 
 
(a) Full name of discloser:                          The K2 Principal Fund L.P. 
 
(b) Owner or controller of interests and short       K2 & Associates Investment 
positions disclosed, if different from 1(a):         Management Inc. 
The naming of nominee or vehicle companies is 
insufficient. For a trust, the trustee(s), settlor 
and beneficiaries must be named. 
 
(c) Name of offeror/offeree in relation to whose     Mariana Resources Ltd 
relevant securities this form relates: 
Use a separate form for each offeror/offeree 
 
(d) If an exempt fund manager connected with an 
offeror/offeree, state this and specify identity of 
offeror/offeree: 
 
(e) Date position held/dealing undertaken:           June 20 2017 
For an opening position disclosure, state the latest 
practicable date prior to the disclosure 
 
(f) In addition to the company in 1(c) above, is the Sandstorm Gold Ltd 
discloser making disclosures in respect of any other 
party to the offer? 
If it is a cash offer or possible cash offer, state 
"N/A" 
 
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE 
 
If there are positions or rights to subscribe to disclose in more than one 
class of relevant securities of the offeror or offeree named in 1(c), copy 
table 2(a) or (b) (as appropriate) for each additional class of relevant 
security. 
 
(a) Interests and short positions in the relevant securities of the offeror or 
offeree to which the disclosure relates following the dealing (if any) 
 
Class of relevant security:                             Common shares 
 
                                            Interests               Short positions 
 
                                          Number          %          Number          % 
 
(1) Relevant securities owned and/       8,859,200       6.78 
or controlled: 
 
(2) Cash-settled derivatives: 
 
(3) Stock-settled derivatives 
(including options) and agreements 
to purchase/sell: 
 
                                         8,859,200       6.78 
TOTAL: 
 
All interests and all short positions should be disclosed. 
 
Details of any open stock-settled derivative positions (including traded 
options), or agreements to purchase or sell relevant securities, should be 
given on a Supplemental Form 8 (Open Positions). 
 
(b) Rights to subscribe for new securities (including directors' and other 
employee options) 
 
Class of relevant security in relation to 
which subscription right exists: 
 
Details, including nature of the rights 
concerned and relevant percentages: 
 
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE 
 
Where there have been dealings in more than one class of relevant securities of 
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as 
appropriate) for each additional class of relevant security dealt in. 
 
The currency of all prices and other monetary amounts should be stated. 
 
(a) Purchases and sales 
 
  Class of relevant       Purchase/sale     Number of securities     Price per unit 
      security 
 
Common shares         Purchase              43600                 1.6799 CAD 
 
 
(b) Cash-settled derivative transactions 
 
    Class of        Product         Nature of dealing       Number of    Price per unit 
    relevant      description    e.g. opening/closing a     reference 
    security        e.g. CFD      long/short position,      securities 
                                  increasing/reducing a 
                                   long/short position 
 
 
(c) Stock-settled derivative transactions (including options) 
 
(i) Writing, selling, purchasing or varying 
 
Class of    Product      Writing,    Number of  Exercise    Type     Expiry    Option 
relevant  description   purchasing,  securities price per   e.g.      date      money 
security   e.g. call     selling,     to which    unit    American,             paid/ 
             option    varying etc.    option             European            received 
                                      relates               etc.              per unit 
 
 
(ii) Exercise 
 
Class of relevant      Product         Exercising/        Number of      Exercise price 
    security         description    exercised against    securities         per unit 
                  e.g. call option 
 
 
(d) Other dealings (including subscribing for new securities) 
 
 Class of relevant       Nature of dealing             Details        Price per unit (if 
     security            e.g. subscription,                              applicable) 
                             conversion 
 
 
4. OTHER INFORMATION 
 
(a) Indemnity and other dealing arrangements 
 
Details of any indemnity or option arrangement, or any agreement or 
understanding, formal or informal, relating to relevant securities which may be 
an inducement to deal or refrain from dealing entered into by the person making 
the disclosure and any party to the offer or any person acting in concert with 
a party to the offer: 
Irrevocable commitments and letters of intent should not be included. If there 
are no such agreements, arrangements or understandings, state "none" 
 
 
None 
 
(b) Agreements, arrangements or understandings relating to options or 
derivatives 
 
Details of any agreement, arrangement or understanding, formal or informal, 
between the person making the disclosure and any other person relating to: 
(i) the voting rights of any relevant securities under any option; or 
(ii) the voting rights or future acquisition or disposal of any relevant 
securities to which any derivative is referenced: 
If there are no such agreements, arrangements or understandings, state "none" 
 
 
None 
 
 
(c) Attachments 
 
Is a Supplemental Form 8 (Open Positions) attached?                           No 
 
 
 
Date of disclosure:                         June 21 2017 
 
Contact name:                               Daniel Gosselin 
 
Telephone number:                           416 365 2155 
 
Public disclosures under Rule 8 of the Code must be made to a Regulatory 
Information Service and must also be emailed to the Takeover Panel at 
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available 
for consultation in relation to the Code's disclosure requirements on +44 (0)20 
7638 0129. 
 
The Code can be viewed on the Panel's website at http:// 
www.thetakeoverpanel.org.uk/. 
 
 
 
END
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June 21, 2017 12:25 ET (16:25 GMT)
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