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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-12216
SAND TECHNOLOGY INC.
Prospectus Supplement
(To Prospectus Dated October 13, 2000)
You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
On December 1, 2000, we issued 100,000 Class A common shares to
Sundowner Investments Limited at a purchase price of US$6.00 per share. This
purchase resulted in aggregate proceeds of US$562,500 being paid and released
from escrow to us by Sundowner Investments Limited. Ladenburg Thalmann & Co.
Inc., our placement agent, received US$36,000 as a placement fee in connection
with this drawdown. Epstein Becker & Green, P.C., escrow agent, received
US$1,500 for its escrow expenses.
The attached prospectus relates to the resale of shares acquired by
Sundowner Investments Limited pursuant to the common share purchase agreement
and to the resale of shares by the other selling shareholders identified in the
attached prospectus. Because these selling shareholders may sell some or all of
their shares, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of their shares, we cannot
estimate the actual amount of shares that they will hold after the completion of
the offering.
We expect to use the proceeds from this sale of our Class A common
shares for general corporate purposes.
RECENT DEVELOPMENTS
On November 6, 2000, we entered into an agreement with Sundowner
Investments Limited, Ladenburg Thalmann & Co. Inc, and AMRO International, S.A.
The agreement provided for:
- the drawdown under the equity line of credit of the shares
covered by this prospectus supplement;
- the termination of the equity line of credit under the common
share purchase agreement upon the closing of a private
placement agreement we entered into on November 6, 2000 with
Sprott Securities Inc. providing for an unrelated private
placement in Canada;
- the payment to Ladenburg Thalmann & Co. Inc. of US$250,000;
and
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- the termination of the common shares and warrants purchase
agreement with AMRO International upon the closing of the
Canadian private placement.
On November 22 and 28, 2000, we completed the Canadian private
placement which resulted in the sale of 2,900,000 Class A common shares at a
purchase price of US$6.00 per share. Two thirds of the proceeds of that private
placement are being held in escrow until the Securities and Exchange Commission
declares effective a registration statement registering the resale of the shares
by the Canadian purchasers. In the event that the registration statement is not
declared effective by the Securities and Exchange Commission on or before
February 26, 2001, the purchasers will have the right to require us to
repurchase the shares sold in the private placement offering at a purchase price
of US$6.00 per share, plus interest.
The date of this prospectus supplement is December 1, 2000.
