LONDON STOCK EXCHANGE PLC
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 Sandstorm Gold 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 19 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 Mariana Resources 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/ (3,045,676) (2.00)
or controlled:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (1,392,700) (0.92)
(including options) and agreements
to purchase/sell:
(4,438,376) (2.92)
TOTAL:
Class of relevant security: Common Share Purchase Warrants USD3.5 27/10/20
Interests Short positions
Number % Number %
(1) Relevant securities owned and/ 1,000,000 6.66
or controlled:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives
(including options) and agreements
to purchase/sell:
1,000,000 6.66
TOTAL:
Class of relevant security: Common Share Purchase Warrants USD4 3/11/20
Interests Short positions
Number % Number %
(1) Relevant securities owned and/ 1,200,100 23.97
or controlled:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives
(including options) and agreements
to purchase/sell:
1,200,100 23.97
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 Sale 37930 4.8501 CAD
Common shares Purchase 1240 3.6573 USD
Class of relevant Purchase/sale Number of securities Price per unit
security
(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
Common Call option Writing 3300 7 USD American Jan 18 0.2712
shares 2019
(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? Yes
Date of disclosure: June 20 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/.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: The K2 Principal Fund L.P.
Name of offeror/offeree in relation to whose Sandstorm Gold Ltd.
relevant securities the disclosure relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise Type Expiry date
relevant description purchased securities to price per e.g.
security e.g. call which option unit American,
option or derivative European
relates etc.
Common Call option Written 36000 10 USD American 19-Jan-2018
Shares PV
Common Call option Written 45000 3 USD American 19-Jan-2018
Shares PV
Common Call option Written 27800 4 USD American 18-Jan-2019
Shares PV
Common Call option Written 282000 4 USD American 19-Jan-2018
Shares PV
Common Call option Written 5400 4 USD American 15-Dec-2017
Shares PV
Common Call option Written 22300 5 USD American 18-Jan-2019
Shares PV
Common Call option Written 26700 5 USD American 19-Jan-2018
Shares PV
Common Call option Written 28800 5 USD American 15-Sep-2017
Shares PV
Common Call option Written 14000 6 USD American 15-Sep-2017
Shares PV
Common Call option Written 39600 7 USD American 18-Jan-2019
Shares PV
Common Call option Written 546600 7 USD American 19-Jan-2018
Shares PV
Common Put option Purchased 1600 3 USD American 21-Jul-2017
Shares PV
Common Put option Purchased 10000 4 CAD American 19-Jan-2018
Shares PV
Common Put option Purchased 56900 4 USD American 15-Sep-2017
Shares PV
Common Put option Purchased 100000 5 CAD American 20-Oct-2017
Shares PV
Common Put option Purchased 100000 6 CAD American 20-Oct-2017
Shares PV
Common Put option Purchased 50000 7 CAD American 20-Oct-2017
Shares PV
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or
position can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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/.
London Stock Exchange : The K2 Principal Fund L.P. - Form 8.3 - Sandstorm Gold Ltd
June 20, 2017 at 01:21 pm EDT
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