6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2019

Commission File Number: 001-35617

Sandstorm Gold Ltd.

(Translation of registrant’s name into English)

Suite 1400 - 400 Burrard Street

Vancouver, British Columbia

V6C 3A6 Canada

 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F   ☐ Form 40-F   ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. 

Yes   ☐ No   ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- 

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Sandstorm Gold Royalties Announces Voting Results From 2019 Annual Shareholder Meeting
99.2	Report On Voting Results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SANDSTORM GOLD LTD.
Date: June 7, 2019	By:	/s/ Erfan Kazemi
		Name: Erfan Kazemi
		Title: Chief Financial Officer

EX-99.1

  Exhibit 99.1

PRESS RELEASE

JUNE 7, 2019|VANCOUVER, BC

SANDSTORM GOLD ROYALTIES ANNOUNCES VOTING RESULTS FROM 2019 ANNUAL SHAREHOLDER MEETING

The Annual General and Special Meeting of Shareholders of Sandstorm Gold Ltd. (the “Meeting”) was held today, June 7 in Vancouver, British Columbia at which 66% of the issued common shares, as of the record date for the Meeting, were represented. Shareholders voted in favour of all resolutions presented, including the re-election of all director nominees, namely Nolan Watson, David Awram, David E. De Witt, Andrew T. Swarthout, John P.A. Budreski, Mary L. Little and Vera Kobalia. Detailed results of the vote for directors are set out below:

ELECTION OF DIRECTORS	VOTES FOR	% FOR	VOTES WITHHELD	% WITHHELD
Nolan Watson	76,855,018	99.49%	390,467	0.51%
David Awram	76,267,272	98.73%	978,213	1.27%
David E. De Witt	76,456,584	98.98%	788,901	1.02%
Andrew T. Swarthout	76,451,901	98.97%	793,584	1.03%
John P.A. Budreski	75,272,888	97.45%	1,972,597	2.55%
Mary L. Little	76,504,220	99.04%	741,265	0.96%
Vera Kobalia	75,354,185	97.55%	1,891,300	2.45%

Detailed voting results for all matters considered at the Meeting will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

CONTACT INFORMATION

For more information about Sandstorm Gold Royalties, please visit our website at www.sandstormgold.com or email us at info@sandstormgold.com.

NOLAN WATSON	KIM FORGAARD
PRESIDENT & CEO	INVESTOR RELATIONS
604 689 0234	604 628 1164

ABOUT SANDSTORM GOLD ROYALTIES

Sandstorm 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 188 royalties, of which 21 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.

TSX: SSL NYSE AMERICAN: SAND

EX-99.2

  Exhibit 99.2

SANDSTORM GOLD LTD.

(the “Company”)

REPORT ON VOTING RESULTS

(Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations)

The following is the Report on Voting Results for the Annual General and Special Meeting of Shareholders of the Company held on Friday, June 7, 2019. All matters placed before the shareholders for consideration were approved.

MATTER VOTED UPON	VOTING RESULTS		OUTCOME OF VOTE
	FOR	AGAINST
1.To fix the number of Directors at seven (7).	77,038,925 (99.73%)	206,559 (0.27%)	Carried
2.Election of Directors:	FOR	WITHHELD
Nolan Watson	76,855,018 (99.49%)	390,467 (0.51%)	Carried
David Awram	76,267,272 (98.73%)	978,213 (1.27%)	Carried
David E. De Witt	76,456,584 (98.98%)	788,901 (1.02%)	Carried
Andrew T. Swarthout	76,451,901 (98.97%)	793,584 (1.03%)	Carried
John P.A. Budreski	75,272,888 (97.45%)	1,972,597 (2.55%)	Carried
Mary L. Little	76,504,220 (99.04%)	741,265 (0.96%)	Carried
Vera Kobalia	75,354,185 (97.55%)	1,891,300 (2.45%)	Carried
	FOR	WITHHELD
3.Appointment of Auditors: Appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.	117,855,197 (99.14%)	1,022,749 (0.86%)	Carried
	FOR	AGAINST
4. Approval of Unallocated Stock Options under Stock Option Plan:To approve unallocated stock options under the Company’s Stock Option Plan.	72,118,646 (93.36%)	5,126,838 (6.64%)	Carried
	FOR	AGAINST
5. Approval of Amendments to Restricted Share Plan: To approve: (a) certain amendments to the Company’s Restricted Share Plan, including increasing the maximum number of shares which may be reserved for issuance at any point in time to 4.5 million; and (b) unallocated Restricted Share Rights under the Restricted Share Plan, as amended from time to time.	72,651,214 (94.05%)	4,594,271 (5.95%)	Carried

DATED at Vancouver, British Columbia, this 7th day of June, 2019.

SANDSTORM GOLD LTD.

Per:  “Christine Gregory”

Christine Gregory

Corporate Secretary