\nPursuant to National Instrument 62-103 – The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Sandstorm Gold Ltd. (\u201cSandstorm Gold Royalties\u201d, \u201cSandstorm\u201d or the \u201cCompany\u201d) is announcing the purchase of an aggregate of 5,073,798 common shares (the \u201cEntr\u00e9e Purchased Shares\u201d) and 1,200,000 share purchase warrants (the \u201cEntr\u00e9e Purchased Warrants\u201d) of Entr\u00e9e Resources Ltd. (\u201cEntr\u00e9e\u201d). The acquisition of the Entr\u00e9e Purchased Shares and the Entr\u00e9e Purchased Warrants collectively represent an approximate 2.0% increase in Sandstorm\u2019s holdings of the outstanding common shares of Entr\u00e9e (the \u201cEntr\u00e9e Shares\u201d) on a partially diluted basis.\n<\/p>\n
\nPrior to the purchase of the Entr\u00e9e Purchased Shares and Entr\u00e9e Purchased Warrants, Sandstorm held 35,636,880 Entr\u00e9e Shares as well as warrants to purchase an additional 457,317 Entr\u00e9e Shares (\u201cEntr\u00e9e Warrants\u201d). The 35,636,880 Entr\u00e9e Shares represented approximately 20.4% of the then outstanding Entr\u00e9e Shares on a non-diluted basis. Assuming the exercise of all 457,317 Entr\u00e9e Warrants held by the Company, Sandstorm would have then held an aggregate of 36,094,197 Entr\u00e9e Shares, representing approximately 20.6% of the then outstanding Entr\u00e9e Shares (on a partially diluted basis). Upon completion of the purchase of the Entr\u00e9e Purchased Shares and Entr\u00e9e Purchased Warrants, an aggregate 40,710,678 Entr\u00e9e Shares and 1,657,317 Entr\u00e9e warrants are now owned directly by Sandstorm. The 40,710,678 Entr\u00e9e Shares represent approximately 21.9% of the outstanding Entr\u00e9e Shares. Assuming the exercise of all of the 1,657,317 Entr\u00e9e Warrants now held by the Company, the Company would then hold 42,367,995 Entr\u00e9e Shares, representing approximately 22.6% of the outstanding Entr\u00e9e Shares (on a partially diluted basis).\n<\/p>\n
\nThe Company acquired 2,400,000 of the Entr\u00e9e Purchased Shares and the 1,200,000 Entr\u00e9e Purchased Warrants pursuant to a private placement conducted by Entr\u00e9e. The remaining 2,673,798 of the Entr\u00e9e Purchased Shares were acquired by Sandstorm on the open market over the facilities of the Toronto Stock Exchange and other published markets for the Entr\u00e9e Shares between November 21, 2019 and February 18, 2021 at prices ranging from C$0.29 to C$0.65 per Entr\u00e9e Acquired Share. The purchase of the Entr\u00e9e Purchased Shares and Entr\u00e9e Purchased Warrants by Sandstorm was effected for investment purposes. While Sandstorm may from time to time acquire additional securities of Entr\u00e9e, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, it is Sandstorm\u2019s current intention, based on market conditions and other circumstances, to acquire additional securities of Entr\u00e9e.\n<\/p>\n
\nAn Early Warning Report, as required under National Instrument 62-103, contains additional information with respect to the foregoing matters and will be filed by the Company on Entr\u00e9e\u2019s SEDAR profile at www.sedar.com<\/a>. To obtain a copy of the report, contact Kim Bergen at 604 628 1164. Entr\u00e9e\u2019s head office is located at 1066 West Hastings Street, Suite 1650, Vancouver, BC V6E 3X1.\n<\/p>\n \nThe acquisition of the Entr\u00e9e Purchased Shares was made in reliance on the normal course purchase exemption from the formal take-over bid requirements in section 4.1 of National Instrument 62-104, Takeover Bids and Issuer Bids (\u201cNI 62-104\u201d). The Entr\u00e9e Purchased Shares acquired, together with all of the other Entr\u00e9e Shares acquired during the 12-month period preceding this purchase, did not exceed 5% of the number of Entr\u00e9e Shares outstanding at the beginning of such 12-month period, and the consideration paid for any of the Entr\u00e9e Shares did not exceed the market price at the date of the purchase as determined in accordance with NI 62-104.\n<\/p>\n CONTACT INFORMATION<\/b><\/p>\n \nFor more information about Sandstorm Gold Royalties, please visit our website at www.sandstormgold.com<\/b><\/a> or email us at info@sandstormgold.com<\/b><\/a>.\n<\/p>\n \nABOUT SANDSTORM GOLD ROYALTIES\n<\/p>\n \nSandstorm 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. Sandstorm has acquired a portfolio of 201 royalties, of which 24 of the underlying mines are producing. Sandstorm plans to grow and diversify its low cost production profile through the acquisition of additional gold royalties. For more information visit: www.sandstormgold.com<\/a>.\n<\/p>\n \nCAUTIONARY STATEMENTS TO U.S. SECURITYHOLDERS\n<\/p>\n \nThe financial information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally accepted accounting principles (\u201cUS GAAP\u201d) in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with US GAAP.\n<\/p>\n \nInformation contained or referenced in this press release or in the documents referenced herein concerning the properties, technical information and operations of Sandstorm has been prepared in accordance with requirements and standards under securities laws, which differ from the requirements of US securities laws. The terms \u201cmineral resource\u201d, \u201cmeasured mineral resource\u201d, \u201cindicated mineral resource\u201d and \u201cinferred mineral resource\u201d used in this or in the documents incorporated by reference herein are mining terms as defined in accordance with NI 43-101 under guidelines set out in the Definition Standards for Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council on 11 December 2005. While the terms \u201cmineral resource\u201d, \u201cmeasured mineral resource\u201d, \u201cindicated mineral resource\u201d and \u201cinferred mineral resource\u201d are recognized and required by securities laws other than the requirements of US securities laws, they are not recognized by the SEC. Disclosure of contained ounces are or may be permitted disclosure under regulations applicable to Sandstorm; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit of production measures. As such, certain information contained in this document or in the documents incorporated by reference herein concerning descriptions of mineralization and mineral resources under these standards may not be comparable to similar information made public by US companies subject to reporting and disclosure requirements of the SEC.\n<\/p>\n \nCAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION\n<\/p>\n \nThis press release contains “forward-looking statements”, within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Sandstorm. Forward-looking statements include, but are not limited to, the future price of gold, the estimation of mineral reserves and resources, realization of mineral reserve estimates, and the timing and amount of estimated future production. Forward-looking statements can generally be identified by the use of forward-looking terminology such as \u201cmay\u201d, \u201cwill\u201d, \u201cexpect\u201d, \u201cintend\u201d, \u201cestimate\u201d, \u201canticipate\u201d, \u201cbelieve\u201d, \u201ccontinue\u201d, \u201cplans\u201d, or similar terminology.\n<\/p>\n \nForward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Sandstorm 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 Sandstorm will operate in the future, including the price of gold 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, 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 or other commodity Sandstorm will purchase, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic climate, dilution, share price volatility and competition.\n<\/p>\n \nForward-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 Sandstorm 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 Sandstorm 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, as well as those factors discussed in the section entitled \u201cRisks to Sandstorm\u201d in Sandstorm\u2019s annual report for the financial year ended December 31, 2020 and the section entitled \u201cRisk Factors\u201d contained in the Company\u2019s annual information form dated March 30, 2020 available at www.sedar.com<\/a>. Although Sandstorm 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. Sandstorm does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.\n<\/p>\n<\/p>\n