Sandstorm Gold Ltd. (“Sandstorm Gold Royalties”, “Sandstorm” or the “Company”) (NYSE: SAND, TSX: SSL) is pleased to announce an Early Warrant Exercise Incentive Program (“Early Warrant Exercise Program”) for its 15 million outstanding and unlisted share purchase warrants having an exercise price of US$3.50 (“Exercise Price”) and expiring on October 27, 2020 (the “Warrants”). The Warrants were issued in connection with the Company’s acquisition of certain silver, copper and gold streams from Yamana Gold Inc. in 2015.

The Early Warrant Exercise Program is designed to encourage the early exercise of the Warrants during a 10-day early exercise period expected to commence on April 16, 2020 and terminate on April 27, 2020 (the “Incentive Period”). The Company proposes to incentivize the early exercise of the Warrants by offering a reduction in the Exercise Price from US$3.50 to US$3.35 to holders of the Warrants (the “Warrantholders”) who exercise the Warrants during the Incentive Period.

Nolan Watson, Sandstorm’s President & CEO remarked, “The Early Warrant Exercise Program has the potential to remove the overhang of a large block of in-the-money warrants and provide additional capital for future deals. As a growth company, Sandstorm is continually searching for new opportunities to strengthen its portfolio. With this anticipated $50 million in cash from the early warrant exercise, combined with our strong operating cash flows and credit facility, Sandstorm expects to have capital available to propel the company into the next phase of growth.”

All of the Warrantholders have entered into formal support agreements with Sandstorm, pursuant to which they have agreed (subject to the Company receiving regulatory and shareholder approval for the Early Warrant Exercise Program) to exercise their Warrants during the Incentive Period. Assuming exercise of all Warrants during the Incentive Period, Sandstorm expects to receive gross proceeds of US$50.25 million on or before April 27, 2020 (the last day of the Incentive Period). Sandstorm intends to use the proceeds from this program to provide additional capital for potential future deals. The Incentive Program is intended to provide a cost-effective source of financing for Sandstorm.

The Board of Directors of Sandstorm has approved the terms of the Early Warrant Exercise Program and the submission of the program to shareholders of the Company for their approval at the upcoming Annual General and Special Meeting of the shareholders of the Company to be held on April 15, 2020. The Early Warrant Exercise Program is subject to the receipt of all required regulatory approvals and consents, including approval by a simple majority of the “disinterested shareholders” (being those shareholders who do not own Warrants) and the Toronto Stock Exchange (the “TSX”). Sandstorm expects to mail the Management Information Circular and proxy material to its shareholders on March 6, 2020.

The Company notes that, in order for U.S. Warrantholders to exercise their Warrants, U.S. Warrantholders will be required to qualify for an applicable exemption from registration under the United States Securities Act of 1933, as amended.

If the Early Warrant Exercise Program is not approved by the TSX or the shareholders, then the terms of the Warrants shall be deemed unaffected and shall continue in full force and effect. In addition, each Warrant that is not exercised during the Incentive Period will remain outstanding and continue to entitle the holder to acquire one common share of Sandstorm at the Exercise Price of US$3.50 until October 27, 2020.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CONTACT INFORMATION

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