144: Filer Information
| Filer CIK | 0002041646 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
|
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
144: Issuer Information
| Name of Issuer | SANDSTORM GOLD LTD |
| SEC File Number | 001-35617 |
| Address of Issuer | 733 Seymour Street Suite 3200 Vancouver BRITISH COLUMBIA, CANADA V6B 0S6 |
| Phone | (604) 689-0234 |
| Name of Person for Whose Account the Securities are To Be Sold | Orion Mine Finance Fund III LP |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Stockholder (1) |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common Shares (2) | Scotia Capital Inc. Scotia Plaza 40 King Street West Toronto A6 M5H 1H1 | 676191 | 5788194.96 | 297387780 | 10/28/2024 | NYSE |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Shares | 08/15/2022 | M&A transaction | Issuer |  | 8317351 | 08/15/2022 | Shares of M&A target |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
|---|---|---|---|---|
| Orion Mine Finance Fund III LP 1045 Avenue of the Americas Floor 25 New York NY 10018 | Common Shares (2)(3) | 10/02/2024 | 468132 | 3745056 |
| Orion Mine Finance Fund III LP 1045 Avenue of the Americas Floor 25 New York NY 10018 | Common Shares (2) | 10/18/2024 | 1733823 | 13783892.85 |
| Orion Mine Finance Fund III LP 1045 Avenue of the Americas Floor 25 New York NY 10018 | Common Shares (2)(3) | 10/28/2024 | 334628 | 2777412.4 |
144: Remarks and Signature
| Remarks | (1) This Form 144 relates to shares being sold for the account of Orion Mine Finance Fund III LP ("Fund III"). Orion Resource Partners (USA) LP serves as investment advisor to each of Fund III and Orion Mine Finance Fund II LP ("Fund II") and in such capacity, sold shares on behalf of the account of each of Fund II and Fund III. Accordingly, sales for the account of Fund II are required by paragraph (e)(3)(vi) of Rule 144 to be aggregated with sales for the account of Fund III (the person filing this notice). Fund II is separately filing a Form 144 for the shares sold for its account. (2) The aggregate market value and the gross proceeds reported herein are provided in Canadian dollars. (3) These shares were sold pursuant to Rule 904 under Regulation S (exemption for offshore sales by non-issuer) and thus are excluded for purposes of calculating the Reporting Person's volume limitation under Rule 144(e). |
| Date of Notice | 10/28/2024 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Richard Gashler, CCO of Orion Mine Finance GP III Limited, GP of Orion Mine Finance GP III LP, GP of Orion Mine Finance Fund III LP |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |