SANDSTORM GOLD ROYALTIES ANNOUNCES US$1.1 BILLION PORTFOLIO TRANSFORMATION THROUGH ACQUISITIONS OF NOMAD ROYALTY COMPANY AND BASECORE PORTFOLIO.

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Algemeen advies 02/05/2022 17:48
Sandstorm Gold Ltd. (“Sandstorm Gold Royalties”, “Sandstorm” or the “Company”) (NYSE:
SAND, TSX: SSL) is pleased to announce the growth of its portfolio of assets through the
following transactions:
• Nomad Royalty Company Acquisition: Sandstorm and Nomad Royalty Company
Ltd. (NYSE: NSR, TSX: NSR) (“Nomad”) have entered into a definitive agreement (the
“Arrangement Agreement”) whereby Sandstorm will acquire all of the issued and
outstanding common shares of Nomad (“Nomad Shares”) pursuant to a plan of
arrangement under the Canada Business Corporations Act (the “Nomad Acquisition”).
The implied equity value of the Nomad Acquisition is approximately $590 million
(approximately C$755 million).
• BaseCore Metals Royalty Package: Sandstorm has agreed to acquire nine royalties
and one stream (the “Royalty Package”) from BaseCore Metals LP (“BaseCore”) for total consideration of $525 million, payable as to $425 million in cash and $100 million in common shares of the Company (the “Sandstorm Shares”) (the “BaseCore Transaction”, and together with the Nomad Acquisition, the “Transactions”). Concurrent with the BaseCore Transaction, Sandstorm has partnered with Royalty North Partners Ltd.
(“Horizon Copper”, “Horizon” or “RNP”) to sell a portion of a copper royalty acquired in the BaseCore Transaction and retain a silver stream on the asset.

TRANSFORMATIVE TO SANDSTORM
• Considerable Upsize to Sandstorm’s Scale: The Transactions are expected to
substantially increase the Company’s scale and size, cementing Sandstorm's status as the largest1, highest-growth, and most liquid mid-tier royalty and streaming company.
• Precious Metals Focused with Exceptional Assets: The addition of several highquality and low-cost assets fortifies Sandstorm's focus on gold, silver, and copper exposure. By 2025, Sandstorm’s revenue is expected to be nearly 90% precious metals2.
• Highest Growth Amongst Peers: Sandstorm expects its production to grow more
than 85% between 2022 and 2025, positioning the Company with the highest growth
amongst peers
3. The Transactions add several development stage assets contributing to
this growth including Greenstone, Platreef, and Cortez (Robertson deposit).
• Industry Leading Portfolio Diversification: On completion of the Transactions,
Sandstorm’s resulting portfolio will total 260 streams and royalties, of which 39 of the underlying assets will be cash-flowing with no asset contributing more than 15% to the Company’s consensus net asset value.
• Increase to Long-term Guidance: The Transactions increase Sandstorm’s 2022
production guidance by approximately 22% from 65,000–70,000 gold equivalent
ounces (“GEO”) to 80,000–85,000 GEO2 and increase long-term production guidance
by 55% from 100,000 GEO to 155,000 GEO2 in 2025.
• Strengthening Sandstorm’s Partnership with Horizon Copper: Furthering
Sandstorm’s strategy to acquire precious metal streams on high-quality copper assets, Sandstorm will sell a portion of a copper royalty to Horizon and retain a silver stream, adding diversification and size to Horizon’s growing copper portfolio, while increasing Sandstorm’s precious metal exposure.
“These Transactions mark the next step in the strategic growth plans for Sandstorm,” commented Nolan Watson, President & CEO of the Company. “Today’s announcement propels the Company forward in both size and scale while solidifying Sandstorm’s position amongst its peers as the highest-growth streaming and royalty company. We believe that precious metals and copper are poised to materially outperform the market in the coming years, and we are excited to provide investors with exposure to long-life, high quality, and low-cost assets focused on gold, silver and copper.”

NOMAD ROYALTY ACQUISITION
Nomad is a high-growth precious metals-focused royalty company with a portfolio of 20 royalty and stream assets, of which seven are on currently producing mines (see Appendix for an overview of Nomad’s assets). In 2021, the portfolio contributed $27 million in revenue and approximately 16,000 GEO. Nomad’s 2021 production was derived from approximately 85% gold and silver assets, in line with Sandstorm’s precious metals-focused acquisition strategy.
Sandstorm expects Nomad’s production to grow to approximately 40,000 GEO by 2025, which is below current analyst expectations. Sandstorm has included assets that are currently in production, construction (Greenstone and Platreef) or at the advanced stage of development (Robertson) in the 2025 production figure. Based on the Company’s review of current operating plans at Blyvoor, Sandstorm is budgeting for long-term production rates of 60,000–80,000 ounces of gold per annum, based on conventional mining methods.
Through the Nomad Acquisition, Sandstorm adds several high-quality and low-cost assets.
Based on analyst consensus, Nomad’s portfolio comprises 91% precious metals and nearly 50% producing assets, further diversifying Sandstorm’s portfolio and increasing exposure to gold and silver. With several assets in active development, Nomad’s portfolio adds meaningful increases to Sandstorm’s production in both the near and long-term. Assets anticipated to commence production between 2024 and 2025 include the Platreef and
Greenstone projects as well as the Robertson deposit at the Cortez Mine Complex. More details on specific assets are below.

Acquisition Details
The Nomad Acquisition will be completed by way of a court approved plan of arrangement under the Canada Business Corporations Act. Pursuant to the terms of the Nomad Acquisition, Nomad shareholders will receive upfront consideration of 1.21 Sandstorm Shares for each Nomad Share held, which implies consideration of C$11.57 per Nomad Share based on the closing price of Sandstorm Shares on the Toronto Stock Exchange (the “TSX”) on April 29, 2022.
The Nomad Acquisition is expected to close in the second half of 2022, subject to receipt of all applicable court, regulatory and securityholder approvals and satisfaction of other conditions precedent customary for transactions of this nature, as further described below.

BASECORE ROYALTY PACKAGE
BaseCore is an entity equally owned by affiliates of Glencore Plc (“Glencore”) and Ontario Teachers’ Pension Plan Board that holds a high quality, long-life portfolio that includes 10 royalty and stream assets, of which three are on currently producing assets. The Royalty Package includes a 1.66% net profits interest (“NPI”) on the Antamina copper mine (the “Antamina NPI”)4, a 1.0% stream on production from CEZinc, a 2.0% net smelter return (“NSR”) royalty on the Horne 5 gold project, and a 0.5% NPI on the Highland Valley Copper
mine. See Appendix for a complete list of BaseCore’s portfolio of assets.
Sandstorm has agreed to acquire the Royalty Package for total consideration of $525 million,
payable as to $425 million cash and $100 million in Sandstorm Shares, upon closing. In
accordance with Canadian securities laws, the Sandstorm Shares will be subject to a fourmonth hold period. Royalty revenues from the Royalty Package accrue to Sandstorm as of April 1, 2022.
The BaseCore Transaction is expected to close in 4–6 weeks and is subject to regulatory approvals including the approval of the TSX for the listing of the Sandstorm Shares issuable thereunder, the Canadian Competition Bureau, waiver of rights of first offer or refusal on certain exploration stage royalties, and other customary conditions for a transaction of this nature.

ANTAMINA ROYALTY SPIN-OUT AND SILVER
STREAM WITH HORIZON COPPER
Concurrent with the BaseCore Transaction, Sandstorm has signed an amended and restated letter of intent with Horizon Copper whereby Sandstorm will sell the acquired 1.66% Antamina NPI (the “Horizon Antamina Agreement”) to Horizon and Sandstorm will retain a long-life silver stream on the Antamina mine.
Horizon Copper’s business intent is to actively grow its existing portfolio of assets, with a focus on copper projects. The subsequent spin-out of the Antamina NPI will position Horizon Copper as a competitive copper company with a portfolio of high-quality cash-flowing and development stage copper assets. This transformative transaction provides Horizon Copper with the size and scale required to further grow and diversify the company, further strengthening the strategic partnership opportunities with Sandstorm.
The full consideration that Horizon will issue to Sandstorm under the Horizon Antamina

Agreement includes:
• 1.66% Antamina Silver Stream: Sandstorm will receive 1.66% of silver based on
production from the Antamina mine with ongoing payments equal to 2.5% of the silver spot price (the “Antamina Silver Stream”).
• 0.55% Antamina Royalty: Sandstorm will receive approximately one-third of the
Antamina NPI, paid net of the Antamina Silver Stream servicing commitments (the
“Antamina Residual Royalty”).
• $50 Million Cash Payment: Under the Horizon Antamina Agreement, Horizon will
raise $50 million by way of equity financing, which will then be payable to Sandstorm on closing of the Horizon Antamina Agreement.
see & read more on

https://www.sandstormgold.com/_resources/news/2022/2022-05-02.pdf



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