SANDSTORM GOLD LTD. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of September 7, 2012Warrant Indenture • September 10th, 2012 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
SANDSTORM GOLD LTD., a corporation governed by the laws of the Province of British Columbia, incorporated under the laws of the Province of British Columbia (the “Corporation”),
UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2012 • Sandstorm Gold LTD • Gold and silver ores • British Columbia
The Warrants shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) to be dated as of the Closing Date (as hereinafter defined) between the Company and Computershare Trust Company of Canada (or such other entity as the Company and the Lead Underwriter may agree, acting reasonably) (the “Warrant Agent”) in its capacity as warrant agent thereunder. Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of US$14.00 at any time prior to 5:00 p.m. (Toronto time) on the date that is five years following the Closing Date.
