Sandspring Resources Ltd. Announces Completion of $6 Million Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA


Sandspring Resources Ltd. (the "Corporation") (TSX VENTURE:SSP.P) is pleased to
announce that further to its press release dated August 14, 2009, the
Corporation has successfully completed the second and final tranche (the "Second
Closing") of its previously announced bought-deal equity financing (the
"Offering") of subscription receipts ("Subscription Receipts") with a syndicate
of underwriters led by Research Capital Corporation (collectively, the
"Underwriters"). The Corporation issued a further 810,000 Subscription Receipts
for aggregate gross proceeds of $283,500, pursuant to the remainder of the
Underwriters' option to purchase additional Subscription Receipts. In total, the
Corporation raised aggregate gross proceeds of $6,000,050 pursuant to the
Offering.


The subscription proceeds from the Offering will be held in escrow pending the
anticipated closing of the Corporation's previously announced business
combination with GoldHeart Investment Holdings Ltd. ("GoldHeart") pursuant to
the terms of an acquisition agreement entered into between the Corporation,
GoldHeart and certain creditors of GoldHeart, whereby the Corporation will
acquire all the issued and outstanding securities of GoldHeart resulting in
GoldHeart becoming a wholly-owned subsidiary of the Corporation (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 the Corporation (a "Unit"). Each Unit shall consist of one common
share of the Corporation (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 gross proceeds of the Second Closing (the "Gross Proceeds"), less any
amounts paid to the Underwriters as Commission (as defined below) (the "Escrowed
Funds"), were deposited into an interest-bearing escrow account, releasable to
the Corporation at the closing of the Qualifying Transaction and upon the
satisfaction or waiver of certain conditions of the Underwriters (the "Release
Conditions"). In the event the Release Conditions are not satisfied or waived by
the Underwriters by December 12, 2009 (the "Escrow Deadline"), the Escrowed
Funds will be returned to subscribers by the escrow agent, and the Commission
will be returned to the subscribers by the Underwriters; provided, however, that
the Corporation shall have the right to extend the Escrow Deadline by up to
sixty (60) days upon receipt of written consent of holders of Subscription
Receipts that represent more than fifty percent (50%) of the Units issuable upon
exchange of the Subscription Receipts. To the extent that the Escrowed Funds,
accrued interest thereon, plus the Commission are less than the Gross Proceeds,
subscribers will receive less than their full subscription amount and the
Corporation will not be liable to pay the difference.


In connection with the Second Closing, the Underwriters received a cash
commission (the "Commission"), equal to eight percent (8%) of the aggregate
Gross Proceeds raised through the Second Closing and compensation option
receipts entitling the holder thereof to acquire 81,000 compensation options
("Compensation Options") upon the Release Conditions being satisfied, for no
additional consideration. Each Compensation Option shall be exercisable into one
Unit by the holders thereof until the second anniversary of the closing of the
Qualifying Transaction at an exercise price of $0.35 per Unit.


The net proceeds of the Offering will be used by the Corporation to pay costs
associated with the closing of the Qualifying Transaction (including payment of
up to a maximum of USD$1,200,000 in respect of the Revolving Debt) and costs
associated with the Offering, to finance an initial work program relating to
Toroparu Gold-Copper Prospect and for general working capital purposes of the
Corporation.


Sandspring Resources Ltd. Announces Extension and Amended Terms to Acquire
Material Interest in Mineral Exploration Property Situated in Guyana, South
America


The Corporation also announces that further to its press release dated May 15,
2009 announcing the entering into of an acquisition agreement respecting the
Qualifying Transaction, the Corporation has entered into an amending agreement
(the "Amendment") to extend the expiry date to September 30, 2009 and to amend
certain terms.


Amended Terms of the Qualifying Transaction

Pursuant to the Amendment, the total convertible debt (the "Convertible Debt")
owing to certain lenders to be assumed and paid by the Corporation will be
USD$3,134,538 (principal amount and accrued interest to September 30, 2009). The
Convertible Debt will be paid through the issuance by the Corporation of
5,271,076 Common Shares (the "Convertible Debt Shares") at a deemed per-share
value of CDN$0.50 and 1,571,429 units of the Corporation (the "Convertible Debt
Units") at a deemed per-unit value of CDN$0.35. If the Qualifying Transaction is
not completed on or before September 30, 2009, additional Convertible Debt
Shares and Convertible Debt Units will be issued to the lenders in payment of
the additional interest accrued in respect of the Convertible Debt.


In addition, in conjunction with the closing of the Qualifying Transaction, the
Corporation will now assume and pay up to a maximum of USD$1,200,000 in respect
of a revolving credit line (the "Revolving Debt") owed by ETK to Crescent Global
Resources Ltd. ("CGR") against receipt of a full release and forgiveness by CGR
of any and all amounts owing under the Revolving Debt that exceeds
USD$1,200,000. The amount to be paid by the Corporation upon closing of the
Qualifying Transaction has been reduced from USD$850,000 to USD$250,000 and an
additional USD$500,000 shall be paid to CGR by the issuance of 1,571,429 units
of the Corporation. The Corporation will repay the amount that exceeds
USD$750,000 to a maximum of USD$1,200,000 by making interim payments, in such
amounts to be agreed upon by the parties, between the closing date and December
31, 2010.


Also pursuant to the Amendment, the aggregate proceeds of the private placement
of subscription receipts required as a condition to closing of the Qualifying
Transaction was reduced from CDN$12,500,000 to a minimum of CDN$5,000,030 and up
to CDN$6,000,050, which condition was met by the closing of the Offering.


Cautionary Statements

This media release contains certain statements which constitute forward-looking
statements or information, including the use of the Offering proceeds and the
completion of the Qualifying Transaction. Although the Corporation believes that
the expectations reflected in our forward-looking statements are reasonable, our
forward-looking statements have been based on factors and assumptions concerning
future events which may prove to be inaccurate. Those factors and assumptions
are based upon currently available information. Such statements are subject to
known and unknown risks, uncertainties and other factors that could influence
actual results or events and cause actual results or events to differ materially
from those stated, anticipated or implied in the forward looking information. As
such, readers are cautioned not to place undue reliance on the forward looking
information, as no assurance can be provided as to future results, levels of
activity or achievements. Risks include, but are not limited to: completion of
the Qualifying Transaction and/or associated transactions, that the ultimate
terms of the Qualifying Transaction and the associated transactions will differ
from those that currently are contemplated, and that the Qualifying Transaction
will not be successfully completed for any reason (including the failure to
obtain the required approvals or clearances from regulatory authorities),
uncertainties and other factors that are beyond the control of the Corporation,
risks associated with the mining industry, commodity prices and exchange rate
changes, operational risks associated with exploration, development and
production operations, delays or changes in plans, risks associated with the
uncertainty of reserve estimates, health and safety risks and the uncertainty of
estimates and projections of production, costs and expenses. The Corporation
assumes no obligation to update any forward-looking statements or to update the
reasons why actual results could differ from those reflected in the
forward-looking statements unless and until required by securities laws
applicable to the Corporation. Additional information identifying risks and
uncertainties is contained in filings of the Corporation with Canadian
securities regulators, which filings are available under the Corporation's
profile at www.sedar.com.
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