SHAREHOLDER RIGHTS PLAN AGREEMENT April 11, 2014 between SANDSTORM GOLD LTD. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • April 17th, 2014 • Sandstorm Gold LTD • Gold and silver ores • Ontario
SANDSTORM GOLD LTD. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of September 7, 2012Warrant Indenture • September 10th, 2012 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
SANDSTORM GOLD LTD., a corporation governed by the laws of the Province of British Columbia, incorporated under the laws of the Province of British Columbia (the “Corporation”),
SANDSTORM RESOURCES LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA COMMON SHARE PURCHASE WARRANT INDENTURE Providing for the Issue of up to 19,692,025 Common Share Purchase Warrants October 19, 2010Sandstorm Gold LTD • August 9th, 2012 • Gold and silver ores • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
Common Shares EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 9th, 2023 • Sandstorm Gold LTD • Gold and silver ores
Sandstorm Gold Ltd., a corporation governed by the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with BMO Nesbitt Burns Inc. (“BMO”), Scotia Capital Inc., National Bank Financial Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and Raymond James Ltd. (the “Canadian Agents”) and BMO Capital Markets Corp., Scotia Capital (USA) Inc., National Bank of Canada Financial Inc. and H.C. Wainwright & Co., LLC (the “U.S. Agents”, and together with the Canadian Agent, the “Agents”), with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common shares with no par value per share (the “Common Shares”), having an aggregate offering price of up to US$150,000,000 (the “Maximum Amount”) through or to the Agents, as sales agents, on the terms and subject to the conditions set forth in this Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 11th, 2022 • Sandstorm Gold LTD • Gold and silver ores
WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “Shares”) in the capital of Sandstorm Gold Ltd. (the “Purchaser”), a corporation existing under the laws of the Province of British Columbia, set forth on the Securityholder’s signature page attached to this Agreement.
SANDSTORM GOLD LTD. as Borrower - and — THE BANK OF NOVA SCOTIA as Co-Lead Arranger, Joint Bookrunner and Administrative Agent - and — BANK OF MONTREAL as Co-Lead Arranger, Joint Bookrunner and Syndication Agent - and - NATIONAL BANK OF CANADA as...Credit Agreement • February 20th, 2013 • Sandstorm Gold LTD • Gold and silver ores • Ontario
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 7, 2013 among Sandstorm Gold Ltd., a corporation incorporated under the laws of the Province of British Columbia (formerly known as Sandstorm Resources Ltd., the “Borrower”), the lending institutions from time to time parties hereto as Lenders (each a “Lender” and, collectively, the “Lenders”) and The Bank of Nova Scotia as Administrative Agent.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2012 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
The Warrants shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) to be dated as of the Closing Date (as hereinafter defined) between the Company and Computershare Trust Company of Canada (or such other entity as the Company and the Lead Underwriter may agree, acting reasonably) (the “Warrant Agent”) in its capacity as warrant agent thereunder. Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of US$14.00 at any time prior to 5:00 p.m. (Toronto time) on the date that is five years following the Closing Date.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2022 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
BMO Nesbitt Burns Inc. (“BMO”) and Scotia Capital Inc. (“Scotia”), as the lead managers and joint bookrunners (together, the “Lead Underwriters”), together with National Bank Financial Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd. (together with the Lead Underwriters, the “Underwriters” and each individually an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, agree to purchase from Sandstorm Gold Ltd. (the “Company”) in the respective percentages set forth in Section 22 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 15,700,000 common shares of the Company (the “Firm Shares”) on an underwritten basis at a price of $5.10 per Firm Share (the “Offering Price”) for an aggregate purchase price of $80,070,000 (the “Offering”).
EQUITY PARTICIPATION AND FUNDING AGREEMENT ENTRÉE GOLD INC. and SANDSTORM GOLD LTD.Equity Participation and Funding Agreement • March 1st, 2013 • Sandstorm Gold LTD • Gold and silver ores
NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties mutually agree as follows:
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 11th, 2022 • Sandstorm Gold LTD • Gold and silver ores • Ontario
WHEREAS the Shareholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “Shares”) in the capital of Nomad Royalty Company Ltd. (the “Company”), a corporation existing under the federal laws of Canada, set forth on the Shareholder’s signature page attached to this Agreement.
SANDSTORM GOLD LTD. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of November 3, 2015Sandstorm Gold LTD • November 3rd, 2015 • Gold and silver ores • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
AMENDED AND RESTATED ARRANGEMENT AGREEMENTArrangement Agreement • August 27th, 2013 • Sandstorm Gold LTD • Gold and silver ores • Ontario
SHARE PURCHASE AGREEMENT Between SANDSTORM GOLD LTD. and PREMIER GOLD MINES LIMITED JANUARY 28, 2013Share Purchase Agreement • February 11th, 2013 • Sandstorm Gold LTD • Gold and silver ores • Ontario
WHEREAS Premier Gold is the owner of common shares and warrants in the capital of Premier Royalty Inc. (the “Royalty Company”) and Sandstorm Gold seeks to purchase and Premier Gold seeks to sell all of such common shares and warrants, all upon and subject to the terms and conditions hereinafter set forth;
THIRD SUPPLEMENTAL WARRANT INDENTUREThird Supplemental Warrant • February 24th, 2014 • Sandstorm Gold LTD • Gold and silver ores
This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of April 23, 2009 between the Company and the Warrant Agent, as supplemented by the First Supplemental Warrant Indenture dated October 14, 2009, the Second Supplemental Warrant Indenture dated May 9, 2012 and the Third Supplemental Warrant Indenture dated February 14, 2014 between the Company and the Warrant Agent, which contain particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture, the First Supplemental W
Sandstorm Gold Ltd. and Mariana Resources LIMITED co-operation agreement ContentsCo-Operation Agreement • May 8th, 2017 • Sandstorm Gold LTD • Gold and silver ores
PURCHASE AGREEMENT dated as of the 14th day of January, 2011.Purchase Agreement • July 27th, 2012 • Sandstorm Gold LTD
WHEREAS Metanor owns 100% of an underground mine known as the Bachelor Lake Project (the “Project”), comprising two mining concessions and 241 claims as well as an option to earn a 70% undivided interest in 58 claims, and located in Le Sueur Township, Quebec, all as more particularly described in Schedule “A” attached hereto and forming a part hereof (the “Bachelor Lake Property”);
8,772,000 Units (Consisting of an Aggregate of 8,772,000 Common Shares, no par value per share, and Warrants to Purchase 4,386,000 Common Shares) and 1,315,800 Additional Common Shares and/or 657,900 Additional Warrants SANDSTORM GOLD LTD....Sandstorm Gold LTD • October 27th, 2015 • Gold and silver ores • British Columbia
ROYALTY PURCHASE AND SALE AGREEMENTAgreement • March 16th, 2016 • Sandstorm Gold LTD • Gold and silver ores • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the covenants, agreements, representations and warranties set out below, the Parties covenant and agree as follows:
TERMINATION AGREEMENTTermination Agreement • August 27th, 2015 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
SANDSTORM GOLD LTD., a corporation incorporated and existing under the laws of the Province of British Columbia (formerly Sandstorm Resources Ltd.)
PURCHASE AGREEMENT dated as of the 15th day of May, 2009.Point Lat Long • August 9th, 2012 • Sandstorm Gold LTD • Gold and silver ores
SANDSTORM RESOURCES (CANADA) LTD., a corporation incorporated and existing under the laws of the Province of British Columbia
SANDSTORM RESOURCES LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA COMMON SHARE PURCHASE WARRANT INDENTURE Providing for the Issue of up to 67,045,000 Common Share Purchase Warrants April 23, 2009Available • August 9th, 2012 • Sandstorm Gold LTD • Gold and silver ores • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
ARRANGEMENT AGREEMENT SANDSTORM GOLD LTD. - and - NOMAD ROYALTY COMPANY LTD. May 1, 2022Arrangement Agreement • May 11th, 2022 • Sandstorm Gold LTD • Gold and silver ores
WHEREAS the Purchaser and the Company wish to enter into a transaction providing for the acquisition by the Purchaser of all of the Nomad Shares (as defined herein);
11,236,000 Common Shares, no par value per share and 1,685,400 Additional Common Shares SANDSTORM GOLD LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2016 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
COPPER PURCHASE AGREEMENT BY AND BETWEEN SANDSTORM GOLD LTD. AND YAMANA GOLD (BARBADOS) INC. DATED: October 27, 2015Copper Purchase Agreement • October 27th, 2015 • Sandstorm Gold LTD • Gold and silver ores • Ontario
WHEREAS Mineração Maracá Industria e Comércio S.A., a corporation existing under the laws of Brazil and an Affiliate of the Seller, is the legal and beneficial owner of the Mining Properties and currently owns and operates the Chapada Mine;
THIS AURIZONA ROYALTY AGREEMENT dated as of the 7th day of May, 2015 (the “Execution Date”).Aurizona Royalty Agreement • August 27th, 2015 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
SANDSTORM GOLD (CANADA) LTD., a corporation incorporated and existing under the laws of the Province of British Columbia (formerly Sandstorm Resources Canada Ltd.)
AMENDED AND RESTATED PURCHASE AGREEMENT dated as of the 31st day of August, 2010.Amended and Restated Purchase Agreement • August 9th, 2012 • Sandstorm Gold LTD • Gold and silver ores
RAMBLER METALS AND MINING CANADA LTD., a corporation incorporated and existing under the laws of Newfoundland and Labrador
PURCHASE AGREEMENT dated as of the 14th day of May, 2009.Purchase Agreement • August 9th, 2012 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
SANDSTORM RESOURCES “...[agreement redacted – proprietary structure]” LTD., a corporation incorporated and existing under the laws of “...[agreement redacted – proprietary structure]”
PURCHASE AGREEMENT dated as of the 9th day of November, 2010.Purchase Agreement • August 9th, 2012 • Sandstorm Gold LTD • Gold and silver ores
WHEREAS Brigus owns 100% of an underground and open pit mine known as the Black Fox Mine (the “Project”), all as more particularly described in Schedule “A1” attached hereto and forming a part hereof as well as the Black Fox Extension as hereinafter defined (collectively, the “Property”);
PURCHASE AGREEMENT COLOSSUS MINERALS INC. - and - COLOSSUS MINERAҪÃO LTDA. - and - SANDSTORM GOLD LTD.Purchase Agreement • September 28th, 2012 • Sandstorm Gold LTD • Gold and silver ores
WHEREAS the Guarantor and MFM are the owners of all of the issued and outstanding shares in the capital of Colossus Brazil;
Dated Royalty Purchase Agreement relating to Houndé ProjectAgreement • March 29th, 2018 • Sandstorm Gold LTD • Gold and silver ores • England and Wales
NOMAD ROYALTY COMPANY LTD. AND SANDSTORM GOLD LTD. AND COMPUTERSHARE TRUST COMPANY OF CANADA SUPPLEMENTAL INDENTURE to the Warrant Indenture dated November 19, 2020 Effective August 15, 2022Supplemental Indenture • August 16th, 2022 • Sandstorm Gold LTD • Gold and silver ores
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of the Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
SANDSTORM GOLD LTD. - and - ORION MINE FINANCE II LP - and - ORION MINE FINANCE III LP REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2022 • Sandstorm Gold LTD • Gold and silver ores • Ontario
WHEREAS, on the date hereof, pursuant to a plan of arrangement effective as of the date hereof (the “Plan”) involving the Company and Nomad Royalty Company Ltd (“Nomad”), the Company has issued Common Shares (as defined herein) to the Shareholders.
