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 August, 2022

Commission File Number: 000-15688

NOMAD ROYALTY COMPANY LTD.

(Translation of registrant’s name into English)

1275 Av. Des Canadiens-de-Montreal, Suite 500

Montreal, Quebec H3B O4G

 (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   x

 
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   x

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	Material Change Report dated August 16, 2022
99.2	Notice of Change in Corporate Structure dated August 16, 2022
99.3	Certificate of Arrangement dated August 15, 2022
99.4	Early Warning Report for Sandstorm Gold Ltd. dated August 16, 2022

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: August 16, 2022	By:	/s/ Erfan Kazemi
		Name: Erfan Kazemi
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1	Name and Address of Company
	Nomad Royalty Company Ltd. (“Nomad”)
	1275 Av. Canadiens-de-Montréal
	Suite 500
	Montréal, Quebec
	H3B 0G4
Item 2	Date of Material Change
	August 15, 2022
Item 3	News Release
	Nomad issued a press release with respect to the material changes described below on August 15, 2022 via Cision Newswire. A copy of the press release is also available under Nomad’s profile on SEDAR at www.sedar.com.
Item 4	Summary of Material Change
	On August 15, 2022, Nomad announced that the acquisition of Nomad by Sandstorm Gold Ltd. (“Sandstorm”) by way of a court approved plan of arrangement in accordance with the Canada Business Corporations Act (the “Arrangement”) was completed on August 15, 2022. Under the terms of the Arrangement, Sandstorm acquired all of the outstanding shares of Nomad for a consideration of 1.21 common shares of Sandstorm per Nomad Share (the “Consideration”).
Item 5	Full Description of Material Change
5.1	Full Description of Material Change
	On August 15, 2022, Nomad announced that the acquisition of Nomad by Sandstorm by way of a court approved plan of arrangement in accordance with the Canada Business Corporations Act was completed on August 15, 2022. Under the terms of the Arrangement, Sandstorm acquired all of the outstanding shares of Nomad for a consideration of 1.21 common shares of Sandstorm per Nomad Share. The Consideration has been deposited with Computershare Investor Services Inc., as depositary under the Arrangement, in trust for the former shareholders of Nomad and will be provided to former shareholders as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) and/or Direct Registration System (DRS) Advice(s) representing Nomad shares formerly held by them).
	As a result of the Arrangement, the shares of Nomad will be de-listed from the Toronto Stock Exchange, the New York Stock Exchange and the Frankfurt Stock Exchange, and the listed warrants of Nomad will be de-listed from the Toronto Stock Exchange shortly after the date hereof. Nomad has applied to the Canadian securities regulators for Nomad to cease to be a reporting issuer in the applicable jurisdictions following completion of the Arrangement. Nomad will also file a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to deregister the shares of Nomad under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to terminate, its obligation to file reports with the SEC under the Exchange Act.

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5.2	Disclosure for Restructuring Transactions
	Not applicable.
Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.
Item 7	Omitted Information
	No information has been omitted on the basis that it is confidential information.
Item 8	Executive Officer
	For further information contact Erfan Kazemi (604) 689-0234.
Item 9	Date of Report
	August 16, 2022

Cautionary Note Regarding Forward Looking Information

This material change report contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. safe harbour provisions (collectively, “forward-looking statements”). The forward-looking statements contained in this material change report are expressly qualified by this cautionary statement and readers are cautioned not to put undue reliance on them.

All statements other than statements of historical fact included in this material change report, are forward-looking statements that involve various risks and uncertainties and are based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might”, “have potential” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements, including but not limited to statements with respect to the delisting of Nomad’s common shares and listed warrants and Nomad’s reporting issuer status following completion of the Arrangement. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements.

Please consult the section titled “Risk Relating to the Arrangement and the Combined Company” in the Circular as well as section titled “Risk Factors” in Nomad’s annual information form dated March 30, 2022 for the fiscal year ended December 31, 2021, and section titled “Risks and Uncertainties” in Nomad’s management’s discussion and analysis of Nomad for the fiscal year ended December 31, 2021 and Nomad’s interim management discussion and analysis of Nomad for the three months ended March 31, 2022, each of which can be found under Nomad’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov. 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.

Forward-looking statements contained in this material change report are made as of the date of this material change report. Nomad disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. If Nomad updates any one or more forward-looking statements, no inference should be drawn that Nomad will make additional updates with respect to those forward-looking statements.

EX-99.2

Exhibit 99.2

Nomad Royalty Company Ltd.

Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations

Item 1. Names of the Parties to the Transaction

Nomad Royalty Company Ltd. (“Nomad”)

Sandstorm Gold Ltd. (“Sandstorm”)

Item 2. Description of the Transaction

On August 15, 2022, Nomad and Sandstorm completed an arrangement (the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act. Pursuant to the Arrangement, Sandstorm acquired all of the issued and outstanding common shares of Nomad (the “Nomad Shares”) and Nomad became a wholly-owned subsidiary of Sandstorm.

Under the terms of the Arrangement, each Nomad shareholder of record on the effective date of the Arrangement (the “Effective Date”) was entitled to receive 1.21 (the “Exchange Ratio”) common shares of Sandstorm (the “Sandstorm Shares”) for each Nomad Share held on the Effective Date (the “Consideration”). In addition, pursuant to the Arrangement, (i) holders of stock options of Nomad received appropriately adjusted replacement options of Sandstorm to acquire Sandstorm Shares adjusted to reflect the Exchange Ratio; and (ii) the restricted share units, performance share units and deferred share units of Nomad were deemed to vest as of the effective time of the Arrangement (the “Effective Time”) and were transferred and disposed of by the holder thereof to Nomad and cancelled in exchange for a cash payment equal to the value of the Consideration payable for the Nomad Share that would have been issued pursuant to the vesting of such securities immediately prior to the Effective Time.

Further details of the Arrangement are described in Nomad’s management information circular (the “Information Circular”) dated July 11, 2022 sent to shareholders of Nomad in connection with the special meeting of Nomad’s shareholders held on August 9, 2022 to approve the Arrangement. A copy of the Information Circular is available under Nomad’s profile on SEDAR at www.sedar.com.

Item 3. Effective date of the Transaction

August 15, 2022

Item 4. Names of Each party that Ceased to Be a Reporting Issuer Subsequent to the transaction and of each Continuing Entity

Following closing of the Arrangement, Nomad became a wholly-owned subsidiary of Sandstorm. Nomad has filed an application with the Canadian securities regulators under National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications to cease to be a reporting issuer in each of the provinces of Canada as promptly as practicable following the Effective Date.

Sandstorm will continue to be a reporting issuer in each of the provinces and territories of Canada.

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Item 5. Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction

Not applicable.

Item 6. Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year Subsequent to the Transaction

Not applicable.

Item 7. Documents Filed under NI 51-102 that Described the transaction

Not applicable.

Dated: August 16, 2022

EX-99.3

Exhibit 99.3

 

APPENDIX A

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"affiliate• has the meaning ascribed thereto under the Securities Act (Quebec);

"Arrangement" means the arrangement of the Company under Section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Purchaser and the Company, each acting reasonably;

"Arrangement Agreement” means the arrangement agreement dated May 1, 2022 between Company and the Purchaser to which this Plan of Arrangement is attached as Schedule A, together with the Schedules attached thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms of thereof;

"Arrangement Resolution• means the special resolution to be considered and, if thought fit, passed by the Nomad Shareholders at the Nomad Meeting to approve the Arrangement, to be substantially in the form and content of Schedule B to the Arrangement Agreement;

"Articles of Arrangement• means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in form and content satisfactory to the Company and the Purchaser, each acting reasonably;

"Business Day" means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Montreal, Quebec or Vancouver, British Columbia are authorized or required by applicable Law to be closed;

"CBCA" means the Canada Business Corporations Act;

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement;

"Company'' means Nomad Royalty Company Ltd.,a corporation existing under the federal laws of Canada; "Consideration" means 1.21 Purchaser Shares for each Nomad Share;

"Consideration Shares" means the Purchaser Shares to be issued as Consideration pursuant to the Arrangement;

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"Court" means the Superior Court of Quebec, Commercial Division, located in the City of Montreal or other court as applicable;

"Depositary'' means Computershare Investor Services Inc. or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser forthe purpose of, among other things, exchanging certificates representing Nomad Shares for the Consideration in connection with the Arrangement;

"Director'' means the Director appointed pursuant to Section 260 of the CBCA;

"Dissent Rights" has the meaning specified in Section 5.1;

"Dissenting Nomad Shareholder'' means a registered Nomad Shareholder as of the record date for the Nomad Meeting who has duly and validly exercised the Dissent Rights in respect of all Nomad Shares held by such registered Nomad Shareholder and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

"Dissent Shares" means Nomad Shares held by a Dissenting Nomad Shareholder and in respect of which the Dissenting Nomad Shareholder has duly and validly exercised Dissent Rights in strict compliance with Article 5 of this Plan of Arrangement;

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

"Effective Time" means 12:01 a.m. (Eastern time) on the Effective Date, or such other time as the Purchaser and the Company may agree to in writing before the Effective Date;

"Electing Affiliate" means any Former Nomad Shareholder that: (i) immediately following the Effective Time and solely as a consequence of the Arrangement having been completed,(A) receives Purchaser Shares pursuant to the Plan which result in such Nomad Shareholder and its affiliates holding 10% or more of the issued and outstanding Purchaser Shares or (B) otherwise becomes an "affiliate" of Sandstorm within the meaning of Rule 405 under the U.S. Securities Act; (ii) except where the Nomad Shareholder and its affiliates will hold 10% or more of the issued and outstanding Purchaser Shares immediately following the Effective Time, has provided the Purchaser with evidence reasonably satisfactory to the Purchaser that the preceding condition will be met as of the Effective Time; and (iii) has elected in writing to the Purchaser prior to the Effective Time to become bound by a Registration Rights Agreement;

"Exchange Ratio" means 1.21;

"Final Order" means the order of the Court approving the Arrangement under Section 192 of the CBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed,as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

"Former Nomad Shareholders" means, at and following the Effective Time, the holders of Nomad Shares immediately prior to the Effective Time;

"Interim Order'' means the interim order of the Court to be issued following the application therefor submitted to the Court pursuant to Section 192 of the CBCA, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Consideration Shares and Replacement Options issued pursuant to the Arrangement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Nomad Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably;

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"Letter of Transmittal" means the letter of transmittal to be delivered by the Company to Nomad Shareholders for use in connection with the Arrangement;

"Nomad DSU Plan" means the deferred share unit plan of the Company effective May 29, 2020; "Nomad DSUs" means the outstanding deferred share units issued under the Nomad DSU Plan;

"Nomad Legacy Option Plan" means the amended and restated stock option plan adopted by Guerrero Ventures Inc. (as the Company then was) on October 28, 2009;

"Nomad Meeting'' means the special meeting of the Nomad Shareholders including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

"Nomad Option In-The-Money Amount'' in respect of a Nomad Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the Nomad Shares that a holder is entitled to acquire on exercise of such Nomad Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Nomad Shares;

"Nomad Option Plan" means the stock option plan of the Company effective May 29, 2020;
"Nomad Optionholder'' means a holder of one or more Nomad Options;

"Nomad Options" means stock options to acquire Nomad Shares granted pursuant to or otherwise subject to the Nomad Option Plan or the Nomad Legacy Option Plan;

"Nomad PSUs" means performance share units issued under the Nomad Share Unit Plan; "Nomad RSUs" means restricted share units issued under the Nomad Share Unit Plan;
"Nomad Share Unit Plan" means the share unit plan of the Company effective May 29, 2020;

"Nomad Shareholder'' means a holder of one or more Nomad Shares;

"Nomad Shares" means the common shares without par value in the capital of the Company;

"Nomad Warrants" means collectively, (i) an aggregate of 19,997,118 common share purchase warrants of the Company expiring November 19, 2022; (ii) an aggregate of 2,000,000 common share purchase warrants of the Company expiring May 13, 2024 and (iii) an aggregate of 2,884,616 common share purchase warrants of the Company expiring July 31,2022;

"Plan" or "Plan of Arrangement" means this plan of arrangement proposed under Section 192 of the CBCA, as amended, modified or supplemented from time to time in accordance with the terms hereof and of the Arrangement Agreement, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Purchaser'' means Sandstorm Gold Ltd., a corporation incorporated under the laws of the Province of British Columbia;

"Purchaser Shares" means common shares in the capital of the Purchaser;

"Registration Rights Agreement" means the agreement in the form attached to the Nomad circular;

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"Replacement Option" has the meaning set out in Section 3.1(f);

"Replacement Option In-The-Money Amount" in respect ofa Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the Purchaser Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such Purchaser Shares;

"U.S. Exchange Act'' means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Investment Company Act" means the United States Investment Company Act of 1940, as amended;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder;

"U.S. Securities Laws" means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder;

"Tax Act" means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder; and ''TSX" means the Toronto Stock Exchange.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into articles, sections, subsections and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction, meaning or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles, sections, subsections and subparagraphs are to articles, sections, subsections and subparagraphs of this Plan of Arrangement, and use of the terms "herein","hereof' and "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion of this Plan of Arrangement.

1.3 Number, Gender and Persons

Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, trusts, estates, trustees, executors, administrators, legal representatives, governments (including any Governmental Authority), regulatory authorities, syndicate or other entities, whether or not having legal status.

1.4 Date for any Action

In the event that the date on which any action is required to be taken hereunder by any of the parties hereto is not a business day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a business day in such place.

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1.5 Statutory References

References in this Plan of Arrangement to any statute or sections thereof shall include such statute and all rules and regulations made or promulgated thereunder, as it or they may have been or may from time to time be amended, substituted or re-enacted, unless stated otherwise.

1.6 Currency

In this Plan of Arrangement, unless otherwise stated,all references to sums of money are expressed in lawful money of Canada.

1.7 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Quebec and the laws of Canada applicable therein.

1.8 Time

Time shall be of the essence in every matter or action contemplated hereunder. All references to time are to Eastern

time.

ARTICLE 2
ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement constitutes an Arrangement under Section 192 of the CBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

2.2 Effect of the Arrangement

At the Effective Time,this Plan of Arrangement and the Arrangement shall, without any further authorization, act or formality on the part of any person, become effective and be binding upon the Purchaser, the Company, the Depositary, all registered and beneficial holders of Nomad Shares, including Dissenting Nomad Shareholders, all registered and beneficial holders of Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs and Nomad Warrants, the registrar and transfer agent in respect of the Nomad Shares, and all other persons.

The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 3.1 has become effective in the sequence and at the times set out therein.

ARTICLE 3
ARRANGEMENT

3.1 The Arrangement

Commencing and effective as at the Effective Time,each of the events set out below shall occur and shall be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as otherwise expressly provided herein:

(a) each Nomad RSU outstanding immediately prior to the Effective Time, whether vested or unvested, shall immediately vest to the fullest extent, and such Nomad RSU shall be deemed to be transferred and disposed of by the holder thereof to the Company (free and clear of all Liens) and cancelled in exchange for a cash payment equal to the value of the Consideration payable for the Nomad Share that would have been issued pursuant to the vesting of such Nomad RSU immediately prior to the Effective Time less any amounts withheld pursuant to Section 4.5 and each such holder's name shall be removed from each applicable register and all agreements relating to the Nomad RSUs shall be terminated and shall be of no further force and effect;

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(b) each Nomad PSU, whether vested or unvested, shall be deemed to be vested to the fullest extent, and such Nomad PSU shall be deemed to be transferred and disposed of by the holder thereof to the Company (free and clear of all Liens) and cancelled in exchange for a cash payment equal to the value of the Consideration payable for the Nomad Share that would have been issued pursuant to the vesting of such Nomad PSU immediately prior to the Effective Time less any amounts withheld pursuant to Section 4.5 and each such holder's name shall be removed from each applicable register and all agreements relating to the Nomad PSUs shall be terminated and shall be of no further force and effect;

(c) each Nomad DSU shall, without any further action by or on behalfof the holder thereof, be deemed to be transferred by such holder to the Company in exchange for a cash payment equal to the value of the Consideration payable for a Nomad Share, less any less any amounts withheld pursuant to Section 4.5, and each Nomad DSU shall immediately be cancelled;

(d) immediately prior to the exchange set forth in Section 3. (e) below, each Dissent Share shall be and shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, to the Company (free and clear of any liens, charges or encumbrances of any nature whatsoever) and cancelled and the Company shall thereupon be obligated to pay the amount therefor determined and payable in accordance with Article 5, and:

(i) such Dissenting Nomad Shareholder shall cease to be, and shall be deemed to cease to be, the holder of such Dissent Share and to have any rights as a Nomad Shareholder other than the right to be paid the fair value by the Company for such Dissent Share as set out in Section 5.1 out of reserves established by the Company therefore; and

(ii) such Dissenting Nomad Shareholder's names shall be, and shall be deemed to be, removed from the register of Nomad Shareholders maintained by or on behalf of the Company;

(e) each Nomad Share (excluding any Dissent Share) shall be and shall be deemed to be transferred and assigned by the holder thereof,without any further act or formality on its part, to the Purchaser (free and clear of any liens, charges or encumbrances of any nature whatsoever), in exchange for the Consideration, and:

(i) each holder of such Nomad Shares shall cease to be, and shall be deemed to cease to be, the holder thereof and to have any rights as a Nomad Shareholder other than the right to be paid the Consideration per Nomad Share in accordance with this Plan of Arrangement;

(ii) the name of each such holder shall be, and shall be deemed to be, removed from the register of Nomad Shareholders maintained by or on behalf of the Company; and

(iii) the Purchaser shall be deemed to be the transferee of such Nomad Shares (free and clear of any liens, charges or encumbrances of any nature whatsoever) and the register of Nomad Shareholders maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly;

(f) each Nomad Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall immediately vest to the fullest extent and shall be exchanged for a fully vested option (a "Replacement Option") to purchase from the Purchaser such number of Purchaser Shares (rounded down to the nearest whole number) equal to: (A) the Exchange Ratio, multiplied by (B) the number of Nomad Shares subject to such Nomad Option immediately prior to the Effective Time, at an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to (M) the exercise price per Nomad Share otherwise purchasable pursuant to such Nomad Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio, exercisable until the earlier of (Y) the date that is 18 (eighteen) months following the Effective Date notwithstanding the termination of the holder of the Replacement Option on or after the Effective Time and (Z) the original expiry date of such Nomad Option. Except as set out above, all other terms and conditions of such Replacement Option, including the conditions to and manner of exercising, will be the same as the Nomad Option so exchanged,and shall be governed by the terms of the Nomad Option Plan or Nomad Legacy Option Plan, as applicable, and any document evidencing a Nomad Option shall thereafter evidence and be deemed to evidence such Replacement Option. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such exchange. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option exceeds the Nomad Option In-The-Money Amount in respect of the Nomad Option, the exercise price per Purchaser Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Nomad Option In-The-Money Amount in respect of the Nomad Option;

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(g) Purchaser shall cause any other transaction, if any, determined by the Parties, acting reasonably, to be made in connection with the Arrangement in accordance with the Arrangement Agreement to be effectuated, including one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of Purchaser; and

(h) each Electing Affiliate and the Purchaser shall be deemed to be and shall be bound by a Registration Rights Agreement and each Registration Rights Agreement shall become effective in accordance with its terms without the need for any further act or formality.

The exchanges and cancellations provided for in this Section 3.1will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

3.2 Nomad Warrants

In accordance with the terms of each of the Nomad Warrants, each holder of a Nomad Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of such holder's Nomad Warrant, in lieu of Nomad Shares to which such holder was theretofore entitled upon such exercise, and for the same aggregate consideration payable therefor, the Consideration which the holder would have been entitled to receive as a result of the transactions contemplated by this Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Nomad Shares to which such holder would have been entitled if such holder had exercised such holder's Nomad Warrants immediately prior to the Effective Time. Each Nomad Warrant shall continue to be governed by and be subject to the terms of the applicable Nomad Warrant certificate or indenture, as applicable, subject to any supplemental exercise documents issued by the Purchaser to holders of Nomad Warrants to facilitate the exercise of the Nomad Warrants and the payment of the corresponding portion of the exercise price thereof. Holders of Nomad Warrants will be advised that securities issuable upon the exercise of the Nomad Warrants, if any, will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act, and may be issued only pursuant to an effective registration statement or a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

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3.3 Adjustments to Consideration

The Consideration payable to a Nomad Shareholder pursuant to Section 3.1(e) will be adjusted to reflect fully the effect of any stock split, reverse stock split, dividend (including any dividend or distribution of securities convertible into Nomad Shares), consolidation, reorganization, recapitalization, subdivision or other like change with respect to Nomad Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.

3.4 Deemed Fully Paid and Non-Assessable Shares

All Purchaser Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares.

ARTICLE 4
CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

(a) Following receipt of the Final Order and prior to filing of the Articles of Arrangement, the Purchaser shall deliver or cause to be delivered to the Depositary, for the benefit of applicable holders of Nomad Shares, sufficient Purchaser Shares to satisfy the aggregate Consideration payable to the Nomad Shareholders in accordance with Section 3.1, which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Nomad Shareholders for distribution to such Former Nomad Shareholders in accordance with the provisions of this Article 4.

(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Nomad Shares, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Nomad Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Former Nomad Shareholder, the Consideration that such Former Nomad Shareholder has the right to receive under this Plan of Arrangement for such Nomad Shares, less any amounts withheld pursuant to Section 4.5, and any certificate so surrendered shall forthwith be cancelled.

(c) Until surrendered for cancellation as contemplated by Section 4.1(b), each certificate that immediately prior to the Effective Time represented one or more Nomad Shares (other than Dissent Shares or Nomad Shares held by the Purchaser or any of its affiliates) shall be deemed after the Effective Time to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 4.5.

(d) No Nomad Shareholder shall be entitled to receive any consideration with respect to such Nomad Shares other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

(e) Neither the Company nor the Purchaser, or any of their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such Former Nomad Shareholder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

(f) After the Effective Time, each certificate formerly representing Nomad Options will be deemed to represent Replacement Options as provided in Section 3.1, provided that upon any transfer of such certificate formerly representing Nomad Options after the Effective Time, the Purchaser shall issue a new certificate representing the relevant Replacement Options and such certificate formerly representing Nomad Options shall be deemed to be cancelled.

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4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Nomad Shares that were transferred pursuant to Section 3.1(e) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate the Consideration deliverable in accordance with such holder's duly completed and executed Letter of Transmittal. When authorizing such payment or delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser and the Company in a manner satisfactory the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 No Fractional Consideration

In no event shall any holder of Nomad Shares be entitled to a fractional Purchaser Share. Where the aggregate number of Purchaser Shares to be issued to a Nomad Shareholder as Consideration under the Arrangement would result in a fraction of a Purchaser Share being issuable, the number of Purchaser Shares to be received by such Nomad Shareholder shall be rounded down to the nearest whole Purchaser Share.

4.4 Post-Effective Time Dividends and Distributions

No dividend or other distribution declared or paid after the Effective Time with respect to Purchaser Shares shall be delivered to the holder of any certificate formerly representing Nomad Shares unless and until the holder of such certificate shall have complied with the provisions of Section 4.1. Subject to applicable law and to Section 4.1 at the time of such compliance,there shall, in addition to the delivery of the Consideration to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of any dividend or other distribution declared or made after the Effective Time with respect to the Purchaser Shares to which such holder is entitled in respect of such holder's Consideration.

4.5 Withholding Rights

The Company, the Purchaser and the Depositary, as applicable, will be entitled to deduct and withhold from any consideration otherwise payable or deliverable to any person under this Plan of Arrangement (including, without limitation, any payments to Dissenting Nomad Shareholders, holders of Nomad PSUs, Nomad RSUs or Nomad DSUs), such amounts as the Company, the Purchaser or the Depositary, as applicable, is required to deduct and withhold, or reasonably believe to be required to deduct and withhold, with respect to such payment or delivery under any provision of any Laws in respect of Taxes. For the purposes hereof, all such withheld amounts shall be treated for all purposes under this Plan of Arrangement as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the person as is necessary to provide sufficient funds to enable the Company, which non-cash consideration withheld shall for all purposes be deemed to have been transferred to such person hereunder and sold at such person's direction by the Purchaser or the Depositary, as the case may be, to comply with all deduction or withholding requirements applicable to it. The non-cash consideration withheld shall for all purposes be deemed to have been transferred to such person hereunder and sold at such person's direction by the Company, the Purchaser or the Depositary. The Company, the Purchaser or the Depositary shall notify such person and remit to such person any unapplied balance of the net proceeds of such sale.

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4.6 Extinction of Rights

If any Former Nomad Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 4.1 or Section 4.2 in order for such Former Nomad Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to Section 3.1,on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date: (a) such former holder will be deemed to have donated and forfeited to the Purchaser or its successor any Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (b) any certificate representing Nomad Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, or any of their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

4.7 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.8 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Nomad Shares, Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs and Nomad Warrants issued prior to the Effective Time; (b) the rights and obligations of the holders of Nomad Shares (other than the Purchaser or any of its affiliates), Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs and Nomad Warrants, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement and the Arrangement Agreement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Nomad Shares, Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs or Nomad Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

4.9 Calculations

All calculations and determinations made by the Purchaser, the Company or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final, and binding.

ARTICLE 5

DISSENTING NOMAD SHAREHOLDERS

5.1 Dissent Rights

(a) Each registered Nomad Shareholder as of the record date for the Nomad Meeting may exercise rights of dissent with respect to all Nomad Shares held by such Nomad Shareholder as registered holder thereof as of such date in connection with the Arrangement pursuant to and in strict compliance with the procedures set forth in Section 190 of the CBCA, as modified by the Interim Order and this Section 5.1 ("Dissent Rights"), provided that, notwithstanding Section 190(5) of the CBCA, the written objection to the Arrangement Resolution contemplated by Section 190(5) of the CBCA must be received by the Company not later than 5:00 p.m. on the Business Day that is two Business Days before the date of the Nomad Meeting (as it may be adjourned or postponed from time to time) and provided further that any Dissenting Nomad Shareholders who duly exercise such Dissent Rights and who:

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(i) are ultimately determined to be entitled to be paid fair value from the Company with Company funds for the Dissenting Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be deemed to have irrevocably transferred such Dissent Shares to the Company and cancelled pursuant to Section 3.1(d) in consideration of such fair value solely from reserves established by the Company therefore prior to the Effective Time; or

(ii) are ultimately not entitled, for any reason, to be paid by the Company the fair value for their Dissent Shares, shall be deemed to have participated in the Arrangement in respect of those Nomad Shares on the same basis as a non-dissenting Nomad Shareholder and shall be entitled to receive only the Consideration from the Purchaser in the same manner as such non-dissenting Nomad Shareholders.

(b) In no event shall the Purchaser or the Company or any other person be required to recognize a Dissenting Nomad Shareholder as a registered or beneficial owner of Nomad Shares or any interest therein (other than the rights set out in this Section 5.1) at or after the Effective Time, and as at the Effective Time the names of such Dissenting Nomad Shareholders shall be deleted from the central securities register of the Company.

(c) For greater certainty, in addition to any other restrictions in the Interim Order and under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Nomad Shareholders who vote or have instructed a proxyholder to vote such Nomad Shares in favour of the Arrangement Resolution (but only in respect of such Nomad Shares); and (ii) holders of Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs or Nomad Warrants.

ARTICLE 6
AMENDMENTS

6.1 Amendments

(a) The Purchaser and the Company reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be agreed to in writing by each of the Purchaser and the Company (each acting reasonably) and filed with the Court, and, if made following the Nomad Meeting, then: (i) approved by the Court; and (ii) communicated to the Nomad Shareholders and holders of Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs and Nomad Warrants if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the Purchaser and the Company (each acting reasonably), may be proposed by Purchaser and the Company at any time prior to or at the Nomad Meeting,with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Nomad Meeting shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Nomad Meeting will be effective only if: (i) it is agreed to in writing by each of the Purchaser and the Company (each acting reasonably) and (ii) if required by the Court, by some or all of the Nomad Shareholders voting in the manner directed by the Court.

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(d) Any amendment, modification or supplement to this Plan of Arrangement may be made by the Purchaser and the Company without the approval of or communication to the Court or the Nomad Shareholders and holders of Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs and Nomad Warrants, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any of the Nomad Shareholders and holders of Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs and Nomad Warrants.

ARTICLE 7
FURTHER ASSURANCES

7.1       Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

ARTICLE 8

U.S. SECURITIES LAW EXEMPTION

8.1       U.S. Securities Law Exemptions

Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Consideration Shares issued under the Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (b) Replacement Options to be issued to holders of Nomad Options in exchange for Nomad Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. Nomad Optionholders entitled to receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

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EX-99.4

Exhibit 99.4

EARLY WARNING REPORT FILED PURSUANT TO
NATIONAL INSTRUMENT 62-103

Item 1 – Security and Reporting Issuer

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report applies to common shares (“Nomad Shares”) of Nomad (as defined below):

Nomad Royalty Company Ltd. (“Nomad”)
1275 Av. Des Canadiens-de-Montréal

Suite 500

Montréal, Québec

H3B 0G4

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Not applicable.

Item 2 – Identity of the Acquiror

2.1 State the name and address of the acquiror

Sandstorm Gold Ltd. (“Sandstorm”)
Suite 1400 – 400 Burrard Street

Vancouver, BC

V6C 3A6

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On August 15, 2022, Sandstorm acquired all of the issued and outstanding Nomad Shares in exchange for 1.21 common shares of Sandstorm pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”).

2.3        State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

Pursuant to the Arrangement, Sandstorm acquired 61,473,616 Nomad Shares, representing 100% of the issued and outstanding Nomad Shares. Prior to the Arrangement, Sandstorm did not own any Nomad Shares, and accordingly, Sandstorm’s ownership increased from nil to 100% of the issued and outstanding Nomad Shares following completion of the Arrangement.

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3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

Sandstorm directly acquired the Nomad Shares pursuant to the Arrangement.

3.3       If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

Immediately prior to the completion of the Arrangement, Sandstorm did not own any of the issued and outstanding Nomad Shares. Immediately following the completion of the Arrangement, Sandstorm owns 61,473,616 Nomad Shares, representing 100% of the issued and outstanding Nomad Shares.

3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which:

(a) the acquiror, either alone or together with any joint actors, has ownership and control,

See item 3.4 above.

(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

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3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

Pursuant to the terms of the Arrangement, each holder of Nomad Shares received 1.21 common shares of Sandstorm (the “Consideration”) for each Nomad Share held as of the effective time of the Arrangement. An aggregate of 74,382,930 common shares of Sandstorm were issued.

The closing price of the Sandstorm Shares on the Toronto Stock Exchange on August 12, 2022, the last trading day prior to the effective date of the Arrangement, was $8.18. The closing price of the Nomad Shares on the Toronto Stock Exchange on August 12, 2022 was $9.81.

4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

See item 4.1 above.

4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

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(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

(e) a material change in the present capitalization or dividend policy of the reporting issuer;

(f) a material change in the reporting issuer’s business or corporate structure;

(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

(j) a solicitation of proxies from securityholders;

(k) an action similar to any of those enumerated above.

The purpose of the Arrangement was for Sandstorm to acquire all of the issued and outstanding Nomad Shares in order for Nomad to become a wholly-owned subsidiary of Sandstorm.

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

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On May 1, 2022 Sandstorm and Nomad entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which the parties agreed to effect the Arrangement. A copy of the Arrangement Agreement is available at www.sedar.com under the profile of Nomad.

Item 7 – Change in Material Fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED as of the 16^th day of August, 2022.

SANDSTORM GOLD LTD.

“Christine Gregory
Name: Christine Gregory

Title: Corporate Secretary