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New Dimension Completes Acquisition of Santa Cruz Gold and Silver Properties and Closes Oversubscribed Private Placement


VANCOUVER, May 15, 2018 /CNW/ - New Dimension Resources Ltd. (TSXV: NDR) (the "Company" or "New Dimension") is pleased to announce that it has acquired a 100% interest in the Las Calandrias, Los Cisnes, and Sierra Blanca high grade gold-silver projects located in Santa Cruz province, Argentina (the "Transaction") from Sandstorm Gold Ltd. (TSX: SSL, NYSE American: SAND)("Sandstorm"). The Transaction was announced on February 20, 2018.

Key Points:

  • Acquisition of 86,000 hectares of highly prospective, advanced-stage gold-silver exploration properties in mining-favourable Santa Cruz, Argentina
  • New leadership with appointment of former members of management of Sandstorm's subsidiary, Mariana Resources Limited ("Mariana Resources")
  • Completed financing of $3.8M providing capital to advance exploration in Argentina, including drill-ready targets at the Las Calandrias and Los Cisnes Project
  • Filed an updated NI 43-101 compliant technical report for the gold-silver mineral resource estimate at the flagship Las Calandria Project
  • Share-restructuring and addition of Sandstorm as major shareholder and supporter of New Dimension

Acquisition of Santa Cruz Properties
New Dimension has acquired a 100% interest in the Santa Cruz Properties through an agreement dated February 19, 2018 amongst Sandstorm, New Dimension and certain subsidiaries of each entity.   The agreement is available on the Company's SEDAR profile at www.sedar.com. Consideration for the acquisition is payable as:

  • A $400,000 amount payable to Sandstorm in cash or shares at New Dimension's election on each anniversary of the acquisition, until December 31, 2032 or earlier if certain events occur, including commencement of commercial production;
  • a 2% net smelter returns royalty ("NSR") on each of the Santa Cruz Properties, pursuant to NSR agreements.

President and Chief Executive Officer, Eric Roth, commented today: "I'm pleased to see such high levels of support from investors, in particular from our new major shareholder Sandstorm Gold, as we embark on this exciting new phase for the Company. Concurrent with closing we expect to initiate a 5,000m drill program on high grade gold-silver targets at both the Las Calandrias and Los Cisnes Projects.  In parallel, we will continue to generate targets on our Sierra Blanca Project and elsewhere within our regional property portfolio for future drill testing.

We are also fortunate to have retained most of Mariana Resources' highly successful management team, as well as Mariana's Argentine exploration team. This ensures that their many years of experience and expertise in Santa Cruz Province will be put to immediate use to quickly advance our projects. I look forward to keeping the market informed on progress with our drill programs." 

Senior Management Changes
Concurrent with the closing of the Transaction, Eric Roth, Ph.D. (Economic Geology), F.AusIMM, F.SEG, former Chief Operating Officer of Mariana Resources and current director of the Company, has been appointed President and Chief Executive Officer of New Dimension. Fred Hewett, current President & CEO will remain on the Company's Board of Directors.  The Company wishes to thank Mr. Hewett for his dedication and service to New Dimension and is very pleased that he will remain on as a director.

In addition, the following management changes will also be completed upon closing:

  • Karen Davies has assumed the role of VP Investor Relations ("IR") for New Dimension. Karen was previously IR representative for Mariana Resources, and takes over this role from Nancy Curry.
  • Kathryn Witter has assumed the role of Corporate Secretary for New Dimension, taking over the role from Brenda Nowak. Kathryn had previously been Canadian Corporate Secretary for Mariana Resources.

Each of Ms. Curry and Ms. Nowak will remain involved with NDR to ensure an orderly transition, both have made significant contributions to the Company's successes to date. The Company is fortunate that they will remain engaged, and thanks them for their service.

Share Consolidation
Prior to the closing of the Transaction, the Company completed a consolidation of its issued common shares on the basis of one (1) post-consolidated share for every 2.5 pre-consolidated shares. The Company anticipates that the Company's common shares will commence trading on May 17, 2018.

Closing of Private Placement
The Company also announces the closing of an oversubscribed Private Placement through which 34,772,727 post-consolidated shares were issued at a price of $0.11 for gross proceeds of approximately $3.8M. The securities issued through the Private Placement are subject to a statutory hold period in Canada expiring September 15, 2018 (four months and one day from the issuing date).  Cash fees of 6% (for a total of $100,393) were paid to finders in the Private Placement. The net proceeds from the Private Placement will be used for exploration activities and to advance the Argentinean portfolio. The Company also issued an additional 4,972,521 post-consolidated common shares to Sandstorm to settle outstanding debt owed by New Dimension to Sandstorm in connection with the acquisition of the Santa Cruz Properties.

Upon closing of the Private Placement, Sandstorm will become New Dimension's largest shareholder with approximately 10.3% of the issued common shares of the Company. Management and Directors also participated in the Private Placement and will collectively hold 14.1% of the issued common shares of the Company.

Early Warning Disclosure
Pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Sandstorm is announcing the acquisition of an aggregate of 5,010,612 common shares ("New Dimension Shares") of New Dimension. Sandstorm acquired 38,091 shares pursuant to the Private Placement conducted by New Dimension. The remaining 4,972,521 shares were acquired by Sandstorm upon the conversion of certain debt owed by New Dimension to Sandstorm in connection with the Argentina transaction. With the acquisition of New Dimension Shares, Sandstorm now holds approximately 10.3% of the outstanding common shares.

The acquisition of the New Dimension Shares by Sandstorm was effected for investment purposes. Sandstorm may from time to time acquire additional securities of New Dimension, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position.

The early warning report, as required under National Instrument 62-103, contains additional information with respect to the foregoing matters and will be filed by Sandstorm on New Dimension's SEDAR profile at www.sedar.com.

On Behalf of the Board of New Dimension Resources Ltd.

"Eric Roth"

Eric Roth, Ph.D., FAusIMM
President & CEO

Qualified Person and Disclosure Statement
The technical information in this news release has been prepared in accordance with Canadian regulatory requirements set out in NI 43-101, and approved by Eric Roth, the Company's President & CEO, a director and a Qualified Person under NI 43-101.

Further information on the Las Calandrias Project is available in the technical report entitled "Updated Technical Report for Estimated Gold – Silver Resources at Las Calandrias Santa Cruz Province, Argentina" with an effective date of February 20, 2018, available on the Company's website at http://www.newdimensionresources.com or under New Dimension's SEDAR profile at www.sedar.com

Cautionary Notes and Forward-looking Statements
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of New Dimension, including completion of the acquisition of the Santa Cruz Properties, trading of the Company's shares, the appointment of directors and officers of New Dimension, and receipt of all necessary regulatory and third-party approvals required in connection with the acquisition and the Private Placement.  Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct.  All such forward-looking information is based on certain assumptions and analyses made by New Dimension in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading "Risks and Uncertainties" in New Dimension s most recently filed MD&A. New Dimension does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to purchase securities. The securities to be offered in the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a U.S. person, except pursuant to an available exemption from such registration requirements.

SOURCE New Dimension Resources Ltd.

For further information: New Dimension Contacts: Eric Roth, President & CEO, Email: info@newdimensionresources.com, Karen Davies, IR +1 604-314-2662