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 positions disclosed, if
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be
named. |
K2 &
Associates Investment Management Inc. |
(c)
Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each offeror/offeree |
Mariana
Resources Ltd |
| (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:
For an opening position disclosure, state the latest practicable
date prior to the disclosure |
June 20
2017 |
(f) In
addition to the company in 1(c) above, is the 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” |
Sandstorm
Gold Ltd |
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/or controlled: |
8,869,200 |
6.56 |
|
|
| (2) Cash-settled
derivatives: |
|
|
|
|
| (3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
|
|
|
|
TOTAL: |
8,869,200 |
6.56 |
|
|
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
security |
Purchase/sale |
Number of
securities |
Price per
unit |
| Common
shares |
Purchase |
10000 |
1.675 CAD |
|
|
|
|
(b) Cash-settled
derivative transactions
| Class of relevant
security |
Product
description
e.g. CFD |
Nature of
dealing
e.g. opening/closing a long/short position, increasing/reducing a
long/short position |
Number of
reference securities |
Price per
unit |
|
|
|
|
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
| Class of relevant
security |
Product
description e.g. call option |
Writing,
purchasing, selling, varying etc. |
Number of
securities to which option relates |
Exercise price per
unit |
Type
e.g. American, European etc. |
Expiry
date |
Option money paid/
received per unit |
|
|
|
|
|
|
|
|
(ii) Exercise
| Class of relevant
security |
Product
description
e.g. call option |
Exercising/
exercised against |
Number of
securities |
Exercise price per
unit |
|
|
|
|
|
(d) Other dealings
(including subscribing for new securities)
| Class of relevant
security |
Nature of
dealing
e.g. subscription, conversion |
Details |
Price per unit (if
applicable) |
|
|
|
|
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
23 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/.