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Abstract
As outlined in the Corporation's press release of May 15, 2009, subject to receipt of all necessary shareholder and regulatory approvals, the Corporation intends to effect a business combination with GoldHeart Investment Holdings Ltd. ("GoldHeart") pursuant to the terms of an acquisition agreement entered into between Sandspring, GoldHeart and certain creditors of GoldHeart, such that Sandspring will acquire all the issued and outstanding securities of GoldHeart resulting in GoldHeart becoming a wholly-owned subsidiary of Sandspring (the "Qualifying Transaction"). Concurrent with the closing of the Qualifying Transaction, each Subscription Receipt shall be exchanged automatically, for no additional consideration, into one unit of Sandspring (a "Unit"). Each Unit shall consist of one common share of Sandspring (a "Common Share"), and one half of one Common Share purchase warrant (each whole Common Share purchase warrant being a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.50 per Common Share for a period of 36 months following the closing of the Qualifying Transaction. The Offering is scheduled to close on or about the week of August 3, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.