Introducing Sandbox Royalties

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Overig advies 30/05/2022 10:37
Sandbox Royalties A new diversified metals royalty company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements”, within the
meaning of the U.S. Securities Act of 1933 and applicable Canadian securities legislation, concerning the business, operations and performance
and condition of Rosedale Resources Ltd. (to be renamed Sandbox Royalties Corp.) (“Sandbox” or the “Company”). Forward-looking statements
include, but are not limited to statements regarding general performance and expectations; to expectations regarding whether the proposed
Sandstorm Gold and Equinox Gold royalty portfolio acquisitions (together, the “Transactions”) will be consummated, including whether conditions
to the consummation of the Transactions will be satisfied, or the timing for completing the Transactions; expectations regarding the potential
benefits and synergies of the Transactions and the ability of Sandbox post-completion of the Transactions to successfully achieve business
objectives, including integrating assets or the effects of unexpected costs, liabilities or delays; expectations regarding the growth potential of
Sandbox and the anticipated benefits of the Transactions; expectations regarding financial strength; the expectation that the Company will achieve
a public listing within 12 months; and completion of the private placement financing (the “Financing”), including the timing and amounts thereof,
the use of any proceeds from the Financing.
Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results,
performances, or achievements of Sandbox to be materially different from future results, performances or achievements expressed or implied by
such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the
environment in which Sandbox will operate in the future, including the receipt of all required approvals, the price of gold and other commodities
and anticipated costs. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the
forward looking statements include, amongst others, failure to receive necessary approvals, changes in business plans and strategies, market
conditions, share price, best use of available cash, gold and other commodity price volatility, discrepancies between actual and estimated
production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks relating to the parties which
produce the gold Sandbox will purchase, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency
fluctuations, the global economic climate, dilution, share price volatility and competition.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results,
level of activity, performance or achievements of Sandbox to be materially different from those expressed or implied by such forward-looking
statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations
from which Sandbox will purchase gold, other commodities or receive royalties from, and risks related to those mining operations, including risks
related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of
economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the
price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility. Although Sandbox has
attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there
may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Sandbox does not undertake to update any forward-looking statements that are contained
herein, except in accordance with applicable securities laws.

Introducing Sandbox Royalties
Sandstorm Gold Royalties and Equinox Gold Corp. are launching Sandbox Royalties, a new diversified metals royalty company.
Backed by Sandstorm and Equinox Gold, both multi-billion-dollar companies, Sandbox will have direct access to technical and financial expertise and unparalleled deal flow.
At launch, Sandbox will hold 23 royalties with exposure to gold, silver, copper, lead, zinc, molybdenum, uranium, and graphite spanning production, development and exploration stage assets.
Sandbox intends to grow through accretive acquisitions of additional royalties and streams.
Sandbox anticipates seeking a public listing within the next 6 to 12 months.
3Sandbox Royalties

The Transaction
Sandstorm and Equinox Gold have each entered into definitive agreements with Rosedale Resources whereby Rosedale will acquire:
• a portfolio of royalties from Equinox Gold for consideration of $28.4 million in common shares of Rosedale and;
• a portfolio of royalties from Sandstorm for consideration of $65 million, comprising $32.1 million in common shares of Rosedale and $32.9 million in a promissory note convertible into common shares of Rosedale (collectively, the “Transaction”).
In connection with the Transaction, Rosedale will undertake a non-brokered private placement financing for minimum gross proceeds of C$5 million at a price of C$0.70 per common share of Rosedale.
On closing of the Transaction, pre-financing, Sandstorm will hold a 34% basic interest in Sandbox and Equinox Gold will hold a 30% basic interest in Sandbox.
Rosedale intends to change its corporate name to Sandbox Royalties Corp.
Sandbox Royalties


Strategic Relationships
Sandstorm is focusing on larger transactions and recently announced
the $1.1 billion acquisition of Nomad Royalty and the Basecore
Portfolio. However, there are numerous smaller and mid-sized
transaction opportunities in precious and other metals that
Sandstorm has access to but don’t meet their investment criteria
based on size or metal.

Opportunity for Sandbox:
Sandstorm will allocate high quality acquisitions that are attractive
and accretive to Sandbox but fall below Sandstorm’s size threshold
and work cooperatively on co-investing opportunities.

Sandbox Royalties
Equinox Gold has been one of the fastest growing mining companies
over the last five years, buying and selling multiple companies and
growing production to over 600 thousand ounces of gold per year.

Opportunity for Sandbox:
Sandbox will have a right of first offer for any royalties or streams
Equinox Gold divests. Further, Sandbox and Equinox may work
together on future acquisitions.

Resource and Exploration Royalties
Project Royalty Metal Status Location Project Owner
Wiluna1 2% Uranium PEA W. Australia Toro Energy
Buffelsfontein 1% Au C&M South Africa Heaven Sent Capital
Cuiu Cuiu2 1% Au Resource Brazil Cabral
Ajax1 1.5% Cu, Au Resource Canada KGHM / Abacus
Cuiu Cuiu2 0.5% Au Resource Brazil Cabral
Bobosso 1% Au Exploration Cote d'Ivoire Montage Gold
Bongou 1% Au Resource Burkina Faso Predictive Discovery
Tepetou 1% Au Exploration Burkina Faso Predictive Discovery
Nefasit 1% Au Cu Exploration Ethiopia Sun Peaks Metals
Adi Da-iro 1% Au Cu Exploration Ethiopia Sun Peaks Metals
Guadalupe 0.5% Cu Zn Exploration Peru Pucara Gold
Keyla 0.5% Au Exploration Peru Pucara Gold
Lourdes 0.5% Au Exploration Peru Pucara Gold
Pacaska 0.5% Cu Au Exploration Peru Pucara Gold
Pucapaca 0.5% Au Exploration Peru Pucara Gold
Zuun Mod 1.50% Mo Cu Resource Mongolia Erdene Resource Development

1Portion of deposit
2Independent royalties

Capital Structure and Financing
Sandbox Royalties Capital Structure(1)
Shares Outstanding, pre-financing 173.1M
C$5M Private Placement Shares 7.1M
Total Pro Forma Shares Outstanding 180.2M
USD Convertible Notes(2) $32.9M
USD Cash $12.1M
USD Note Receivable $2.4M
Sandbox Private Placement Financing
Issuer Rosedale Resources
Offering Common Shares
Size Minimum C$5M
Price C$0.70 per common share
Closing Date June 2022
Use of Proceeds Acquisitions, general and working capital purposes
In connection with the creation of Sandbox, the company is undertaking a minimum C$5M private placement financing. Equinox Gold is expected to subscribe for 30% of the financing.

(1) Post-closing of the Transaction and C$5M private placement financing
(2) 10-year term, non-interest bearing, convertible at market with C$0.70 floor price

Why Sandbox Royalties?
Sandbox Royalties
• A new, well-funded and diversified metals royalty company: Sandbox will have exposure to a range of resource royalties including gold, silver, copper, zinc, graphite and uranium, immediate cash flow from producing royalties, a strong treasury and significant leverage to strengthening metal prices and resource growth.
• Access to deal flow: Sandbox Royalties will have unparalleled access to deal flow through its strategic relationships with Sandstorm and Equinox Gold and will work with both cooperatively to grow the Sandbox portfolio.
• Experienced management: Sandbox will be led by Greg Smith as President and Chief Executive Officer, Marcel de Groot as Chair of the board, Victoria McMillan as Chief Financial Officer, and Craig Rollins as General Counsel.
• Top mining jurisdictions: Sandbox’s royalty portfolio assets are primarily located in mining-friendly jurisdictions in the Americas and Europe.
• Supportive shareholders: Sandstorm and Equinox Gold will hold a 34% and 30% basic interest, respectively, in Sandbox, representing a substantial interest to facilitate and participate in the future growth of Sandbox.

About the Partners
Sandbox Royalties
About Sandstorm Gold Royalties
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. After the transactions
announced on May 2, 2022 close, Sandstorm will have acquired a portfolio of more than 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.

About Equinox Gold
Equinox Gold is a Canadian mining company operating entirely in the Americas, with six operating gold mines, a mine in
commissioning, and a clear path to achieve more than one million ounces of annual gold production from a pipeline of
development and expansion projects. Equinox Gold’s common shares are listed on the TSX and the NYSE American under the
trading symbol EQX. Further information about Equinox Gold’s portfolio of assets and long-term growth strategy is available at
www.equinoxgold.com.

About Rosedale Resources
Rosedale Resources is a private Canadian metals royalty company holding a diverse portfolio of 11 exploration and
development stage royalties on assets in Peru, Africa and Asia, a portfolio of public company shares in exploration-stage
Canadian mining companies and a treasury of CAD$7.4 million.



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