REG-The K2 Principal Fund L.P.: Form 8.3 - Sandstorm Gold Ltd <Origin Href="QuoteRef">SSL.TO</Origin>
13/06/2017 16:56
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 Sandstorm Gold 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 12 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” Mariana Resources 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: (3,019,425) (1.99)
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 14,200 0.01 (1,303,600) (0.86)
TOTAL: 14,200 0.01 (4,323,025) (2.84)
Class of relevant security: Common Share Purchase Warrants USD3.5 27/10/20
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 1,000,000 6.66
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL: 1,000,000 6.66
Class of relevant security: Common Share Purchase Warrants USD4 3/11/20
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 1,224,400 24.27
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL: 1,224,400 24.27
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 1900 5.04 CAD
Common shares Sale 21450 4.8859 CAD
Common shares Purchase 1305 3.67 USD
Class of relevant security Purchase/sale Number of securities Price per unit
(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
Common shares Call option Writing 900 5 USD American Jan 18 2019 0.6
Common shares Call option Writing 2000 7 USD American Jan 18 2019 0.3
(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? Yes
Date of disclosure: June 13 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 relevant securities the disclosure relates: Sandstorm Gold Ltd.
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security Product description e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Type e.g. American, European etc. Expiry date
Common Shares PV Call option Written 36000 10 USD American 19-Jan-2018
Common Shares PV Call option Written 45000 3 USD American 19-Jan-2018
Common Shares PV Call option Written 6800 4 USD American 18-Jan-2019
Common Shares PV Call option Written 282000 4 USD American 19-Jan-2018
Common Shares PV Call option Written 5400 4 USD American 15-Dec-2017
Common Shares PV Call option Written 111500 4 USD American 16-Jun-2017
Common Shares PV Call option Written 20300 5 USD American 18-Jan-2019
Common Shares PV Call option Written 9600 5 USD American 19-Jan-2018
Common Shares PV Call option Written 21400 5 USD American 16-Jun-2017
Common Shares PV Call option Written 28800 5 USD American 15-Sep-2017
Common Shares PV Call option Written 14000 6 USD American 15-Sep-2017
Common Shares PV Call option Written 29200 7 USD American 18-Jan-2019
Common Shares PV Call option Written 535500 7 USD American 19-Jan-2018
Common Shares PV Put option Purchased 1600 3 USD American 21-Jul-2017
Common Shares PV Put option Purchased 10000 4 CAD American 19-Jan-2018
Common Shares PV Put option Written 14200 4 USD American 16-Jun-2017
Common Shares PV Put option Purchased 46500 4 USD American 15-Sep-2017
Common Shares PV Put option Purchased 100000 5 CAD American 20-Oct-2017
Common Shares PV Put option Purchased 100000 6 CAD American 20-Oct-2017
Common Shares PV Put option Purchased 50000 7 CAD American 20-Oct-2017
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/.
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