Sandstorm Gold Royalties Completes Acquisition of Nomad Royalty Company

Sandstorm Gold Ltd. is pleased to announce the successful completion of the previously announced acquisition of Nomad Royalty Company Ltd. pursuant to a plan of arrangement under the Canada Business Corporations Act (the “Acquisition”).

Sandstorm issued approximately 74.4 million common shares of the Company (“Sandstorm Shares”) to former Nomad shareholders equal to an exchange ratio of 1.21 Sandstorm Shares for each common share of Nomad (each, a “Nomad Share”). The Company’s shareholders approved the share issuance for the Acquisition at its special meeting of shareholders on August 9, 2022 (see press release dated August 9, 2022). The Sandstorm Shares issued pursuant to the Acquisition are expected to be listed and posted for trading on the Toronto Stock Exchange and New York Stock Exchange. With completion of the Acquisition, existing Sandstorm and former Nomad shareholders are expected to own approximately 73% and 27% of the outstanding shares of the pro forma Sandstorm, respectively¹.

In conjunction with the previously announced closing of the BaseCore transaction (together with the Acquisition, the “Transactions”) (see press releases dated May 2, 2022, and July 12, 2022) the Transactions are expected to provide several benefits to Sandstorm, including:

• Substantial increase in size and scale cementing Sandstorm’s status as the highest-growth² and most liquid mid-tier royalty and streaming company;
  
  
• Adds high-quality and low-cost assets with precious metals focus resulting in Sandstorm’s expected revenue to be nearly 90% precious metals³ in 2025;
  
  
• Highest growth amongst peers⁴ where production is expected to grow more than 85% between 2022 and 2025;
  
  
• Industry-leading portfolio diversification with a resulting portfolio of 250 streams and royalties, of which 39 of the underlying assets are cash-flowing and no asset contributing more than 15% to the Company’s consensus net asset value; and
  
  
• Bolsters financial strength and capital markets profile with a strong balance sheet, increased public float, liquidity, and access to capital, Sandstorm is expected to have a greater capacity to pursue further growth and return capital to Sandstorm shareholders.

Nolan Watson, President & CEO of the Company, remarked, “The completion of the Nomad Acquisition is another exciting milestone for Sandstorm shareholders this year. We began 2022 with a bold vision for Sandstorm and this is the next step in the growth strategy for the Company. We welcome the new shareholders of Sandstorm and appreciate your support as we continue to grow and build Sandstorm into the go-to precious metals royalty and streaming royalty company.”

For more information about the details of the Acquisition, see the Company’s press release dated May 2, 2022 and the Company’s management information circular dated July 11, 2022.

The Company intends to cause Nomad to delist the Nomad Shares from the Toronto Stock Exchange, New York Stock Exchange and Frankfurt Stock Exchange, and to delist Nomad’s listed warrants from the Toronto Stock Exchange. An application has been made for Nomad to cease to be a reporting issuer in all of the provinces of Canada. An application will also be made for Nomad to terminate its reporting obligations in the United States.

Certain securities issued pursuant to and under the Plan of Agreement are to be issued in reliance upon available exemptions from such registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

For more information about Sandstorm Gold Royalties, please visit our website at www.sandstormgold.com or email us at info@sandstormgold.com.

Sandstorm is a gold royalty company that provides upfront financing to gold mining companies that are looking for capital and in return, receives the right to a percentage of the gold produced from a mine, for the life of the mine. Sandstorm holds a portfolio of 250 royalties, of which 39 of the underlying mines are producing. Sandstorm plans to grow and diversify its low cost production profile through the acquisition of additional gold royalties. For more information visit: www.sandstormgold.com.

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