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Sandstorm Gold Clarifies Proposed Amendments

Vancouver, BC – On May 12, 2025, Sandstorm Gold Ltd. ("Sandstorm" or "Company") took a significant step to clarify proposed amendments regarding its share-based compensation program ahead of the upcoming Annual General and Special Meeting of Shareholders scheduled for May 30, 2025. After a review of recommendations from Institutional Shareholder Services Inc. ("ISS"), which controversially miscalculated important parameters concerning the amendments, Sandstorm is issuing additional clarifications to ensure shareholders have accurate information.

ISS has recommended votes against three management proposals involving the Stock Option Plan and the Restricted Share Plan, which were originally detailed in the Company's Management Information Circular dated April 9, 2025. The amendments aim to align executive compensation more closely with shareholder interests, fostering sustainable profitability.

However, ISS’s interpretations of the Global Combined Maximum Limit—which refers to the number of common shares potentially issued under the plans—were flawed. The Company had initially indicated a declining limit for the percentage of outstanding shares, decreasing from 6.0% in 2025 to 5.5% in 2026 and then to 5.0% in 2027. Unfortunately, this led ISS to mistakenly view the combined limits over three years as cumulative, thus exceeding their benchmark for shareholder value transfer. The Company clarified that the intended approach is a non-cumulative declining limit.

To address the confusion caused by ISS's publication, Sandstorm introduced the "Clarifying Amendments." These intend to simplify and clarify the Share Plans parameters for shareholders, specifying that beginning January 1, 2025, the total number of shares that may be issued via these plans will not exceed 6.0% of all outstanding shares.

The Toronto Stock Exchange has provisionally approved these amendments, and the Board of Directors has filed the updated plans on SEDAR+. Sandstorm considers these adjustments largely administrative and does not seek shareholder approval for them at the upcoming Meeting. Shareholders are encouraged to reference the revised Share Plans available on SEDAR+ and disregard the versions included in the earlier Information Circular.

Notably, Glass, Lewis & Co. LLC, a prominent independent proxy advisor, has recommended that shareholders approve the management’s proposals involving the Share Plans from the Information Circular. This backing highlights a consensus on the benefits of the adjustments put forth by Sandstorm.

In summary, shareholders can expect transparency and accuracy as they prepare for the upcoming meeting. To view the complete Information Circular or the revised Share Plans, visit www.sedarplus.ca or reach out to the Investor Relations team via email at [email protected].

For more information regarding Sandstorm Gold Royalties, visit their official site at www.sandstormgold.com.

About Sandstorm Gold Royalties

Sandstorm Gold is a royalty company that focuses on precious metals, providing upfront financing to mining firms while receiving a percentage of their production for the duration of the mine's operations. Holding about 230 royalties in its portfolio, with 40 mines currently in production, Sandstorm aims to enhance its low-cost production profile through further acquisitions of gold royalties. For additional insights, check www.sandstormgold.com.