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”).
