Denver Harris - Investor Relations Nolan Watson - President and Chief Executive Officer Erfan Kazemi - Chief Financial Officer David Awram - Senior Executive Vice President

Rahul Paul - Canaccord Genuity Marc Johnson - M Partners Dan Rollins - RBC Capital Markets Jeff Jackson - CIBC

Good morning. My name is Melissa and I will be your conference operator today. At this time, I would like to welcome everyone to the Sandstorm Gold Fourth Quarter Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Thank you. Mr. Denver Harris, you may begin your conference.

Thank you, Melissa. Good morning, everyone and thanks for joining today’s conference call. With me I have Sandstorm’s President and CEO, Nolan Watson; CFO, Erfan Kazemi; and Senior Executive Vice President, David Awram. Please be advised that some of the commentary on today’s call may contain forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. I will now turn the call over to Nolan.

Thanks, Denver, and good morning everyone. We are pleased this morning to report another quarter of solid cash flow of US$8.9 million bringing the total for the year to over $35 million. On this morning’s call, we will be going over a number of items and I will start out with a high-level overview of the business. And as usual, I will provide some specific updates and answers to common questions that we are receiving from investors. After that, Erfan Kazemi, our CFO will review in detail the Q4 financial results and then we will hand it over to David Awram to talk more specifically about our corp development efforts. So, to provide a high-level view of the business and answer common questions, I plan on discussing five things. First, I will discuss an update on Luna, Metanor and True Gold. Second, I will discuss our recently announced acquisition of Gold Royalties and our rationale for that transaction. Third, I will provide a few insights into our growth and diversification efforts. Fourth, I will provide an update on the status of our normal course issuer bid. Fifth and finally, I will discuss how we currently see the gold market. So, to start with Luna, as I have discussed on past investor calls, we are working actively with Luna to restructure the stream into three new pieces of value to Sandstorm with the first piece being material NSR on the Aurizona mine, the second piece being an NSR on all of Luna’s greenfield exploration grounds, which totaled over 160,000 hectares of highly prospective land, and the third piece being either a debenture or an equity to be issued to Sandstorm. I am pleased that we have made substantial progress in our efforts behind the scenes. And one of the reasons that it’s taken a while thus far is that both us and Luna have wanted to ensure that whatever restructuring proposal that we agreed to, it will be acceptable to capital providers to Luna. So, we have been in consultation with groups to ensure that they are on side with what we are planning to do, because Luna’s funding will have to come from such third-parties. Although I do not want to get ahead of myself, we are optimistic that very shortly we will be in a position to announce the specific details of what the restructuring will look like and we continue to be optimistic about Luna’s ability to attract new third-party capital even in a challenging market like the one we have today. And then soon Luna will begin its process of drilling, planning, permitting, for ramping back into production over the next couple of years. With respect to Metanor, the only material update that we have is that Metanor is on track to what was once a $7 million debt facility from Investissement Quebec to have that repaid in full within the next couple of months and they have agreed with our convertible debenture leaders to pay down a portion of the debenture and term out the balance for 2017 and they are also in the process of the small equity financing and it’s my understanding that that book is already fully subscribed for. I think some people are surprised that companies like Metanor are still able to raise equity in these markets, because of the low gold price. However, the reality is that the Canadian dollar has fallen materially. A few years ago when the gold price was US$1,500 per ounce and the Canadian dollar was at or near par. Therefore, the Canadian gold price was also around $1,500 an ounce. At Canadian mining companies like Metanor, we are making money back then. Many people forget that such companies have their costs, including power, labor and most of their other input costs denominated in Canadian dollars. And today, the Canadian dollar in Canadian dollar terms, the gold price is still around $1,500 per ounce. And so the weakness in the Canadian dollar and then specifically a lot of the recent weakness in the Canadian dollar has significantly helped Canadian operations. Moving on to True Gold, we are optimistic that construction at the mine should resume shortly. And because prior to the stoppage of construction, the build was ahead of schedule and ahead of budget, it’s my understanding that True Gold remains fully funded through to production. In Sandstorm’s internal cash flow models, we would assume that our first ounces would come from True Gold in 2017 and we believe that they are still on track to deliver those ounces in 2017. The next thing or the second thing I wanted to talk about this morning was our acquisition of Gold Royalties and our rationale for that. Overall, the purchase works out to just over US$4 million and they will have over US$1 million in cash upon closing. So, the net acquisition cost is around US$3 million. Being in the same line of business, Gold Royalties has loss carry-forwards that we can use in our existing business and therefore the stub cost of acquiring the 13 royalties is very accretive to Sandstorm. But I think it’s also a win for Gold Royalties shareholders as they were in a position, because the market conditions where it was going to be very difficult for them to raise the capital required to continue acquiring assets. And we are strong believers in growing our business with win-win transactions and we believe that this is a good example of that. It’s my understanding that the official Gold Royalties circular for the acquisition will be filed next week. And upon closing of the transaction it will bring Sandstorm’s number of streams and royalties to 69. The third thing I want to discuss this morning was insights into our growth and diversification efforts. Approximately 2 years ago, we began publicly to discuss our goals of creating a very diversified precious metal streaming and royalty company. Internally, we have the stated goal of assuring that longer term no one asset accounts for more than 10% of our cash flow. In this annual report we just released, it’s the first time that we have actually written that down in a public document as an official long-term goal. Although depending on the quality of any individual acquisition that we may make, there may be exceptions to this rule, but it will always be a goal that we are working towards. What’s interesting is that of the 2018 guidance, we are currently giving, which includes 45,000 ounces of production and significant cash flow as a result that no one asset accounts for more than 12.5% of that cash flow. So, we are in a position where we have 69 streams and royalties, which by 2018 will include streams or royalties on 16 producing assets with no one asset accounting for more than 12.5% of cash flow. We have made significant strides in creating stable diversified cash flow portfolio. Especially once we have the Luna stream restructured in the coming months we will be for the first time in the history of Sandstorm in a position where our investors can know that there is no one asset that will dramatically affect our cash flow performance. And what’s more, we are only 6 years old and we plan to further grow and diversify. And this effect will only continue to grow stronger in our business. In terms of our growth and diversification plans going forward, I will let Dave Awram talk about it in more detail later on the call. But I think it’s worth drawing everyone’s attention to the types of things that currently make up our pipeline of potential deals. Currently our pipeline has approximately 21 deals. Of these 21, 19 of them are purely precious metals opportunities. One of them of the non-precious metal opportunity and one is the high-grade precious metal base metal opportunity. So by the makeup of our pipeline you can tell that we continued to be hyper focused on gold, which is why the last 23 royalties we have purchased have been gold focused. I do believe it’s worth mentioning to people on this call that it’s looking like a deal that may land next in terms of time, it is likely to be the non-precious metal opportunity which would leave our pipeline of opportunities almost exclusively precious metals focused. So, if investors do see one non-precious metal deal, we have been and will continue to be carefully focused on gold while we grow Sandstorm into a world-class streaming and royalty company. So the next topic I want to talk about is share buybacks. Late last year we implemented a normal course issuer bid to repurchase our shares. Due to reporting blackouts and transaction blackouts, we have only had five trading days since we implemented our plan that we have not been in blackout. And the TSX has a restriction that the maximum number of shares that we can repurchase in a day is approximately 70,000. So back in December on 3 days of those 5 days, we repurchased the maximum number of shares allowed and we have remained in blackout to this date. Since December, we have had some price appreciation in our shares and on a go forward basis we will continue to evaluate the trade-offs between further royalty acquisitions and further share buybacks. As of today our pipeline of deals is even stronger than back in December and we will likely use the majority of our cash on hand for acquisition purposes. But we will not hesitate to purchase our shares if they show periods of abnormal weakness. Finally, before I hand things over to Erfan I wanted to provide a brief update on our views as to gold market. Broadly I would summarize our view by saying that we believe we are close to, but not exactly yet at a bottom. We continue to be long-term believers in the material appreciation of the price of gold. We also understand that there are certain macroeconomic factors temporarily playing out internationally that are creating U.S. dollar strength and gold price weaknesses. These conditions appear set to continue for the next year or two, but we believe at this period, it’s the right time for us to be purchasing further streams and royalties. We are over 3 years into a bare market in gold and we want to use the next couple of years to position ourselves and our investors to profit off of the turnaround in the gold price. With our significant cash resources, our available credit and our cash flow from operations we believe Sandstorm is well-positioned to accomplish this. So with that, I will now hand things over to Erfan to discuss our financial results.

Thanks, Nolan. 2014 was the volatile year for the gold sector, which presented challenges for some of our streams and royalty partners. Our financial results were affected by the decreasing price of gold and operational issues with a few of the mines underlying our stream’s royalties, but overall the diversification benefits of our ‘14 cash flowing assets offset those headwinds and led to a good fourth quarter and 2014 year. I am going to take a few minutes to talk through some of the high-level numbers starting with Sandstorm’s attributable gold equivalent ounces sold for the fourth quarter, which totaled 10,424, a 16% decrease compared to Q4 2013. The decline was primarily due to decreases in ounce of gold from the Black Fox and Bachelor Lake mine and some timing issues with respect to gold shipments at year end. But these issues were partially offset by increases in attributable ounce of gold from our portfolio of royalties. When looking into production figures over the course of the full 2014 year, we hit the midpoint of our guidance at approximately 45,000 ounces which was a 5% increase compared to 2013 and a record for the company. It’s been nice to see the contribution from our royalties continuing to grow as we are diversifying away from what has traditionally been our core asset and as a result effectively lowering the company’s cash flow risk. Getting back to the numbers, our average selling price per ounce of gold was just under $1,200 during the fourth quarter translating to revenue of $12.5 million. The cost reduction program that we have had in place led to decreased administration expenses by $2.4 million compared to the fourth quarter of 2013 contributing to net income and cash flow from operations of $2.6 million and $8.9 million respectively for Q4 2014. Net income and cash flow from operations for the full year were $9.2 million and $35 million respectively. When you look around the mining industry, there are countless examples of companies that have over-levered themselves and are working through significant challenges as a result. I am happy to report that our balance sheet is in great shape with over $90 million in cash and no debt as of December 31, 2014. As a result, we are able to aggressively deploy our cash this year and capitalize on the current environment. Now, I will pass the call over to Dave as he will provide an overview of the types of opportunities that we are pursuing. Dave?

Great. Thank you, Erfan. So, considering the diversity of our cash flow has increased so much over the past quarters. I thought that instead of the usual project by project update that I often give on the conference call, I will spend time describing what’s happening on the corporate development front at Sandstorm. But as always, feel free to ask any asset specific questions you may have during the Q&A session that will follow my discussion. So, on to corporate development, one of the most common questions that we get is regarding what our pipeline of deals looks like, what we are seeing in terms of valuation in today’s depressed gold markets. Like the rest of the acquirers in this market, we agree that valuation has rarely looked as good as they do today, but there still are challenges to completing what we would perceive as successful transactions. First off, there is a lack of quality gold projects that are worthwhile building in the current price environment. Many projects that are ready to be financed in construction just do not have the economics needed to attract capital or just don’t make sense to build in any market. And if you are able to find a project worth building, the second issue is that it’s very difficult for a company to finance the project CapEx while maintaining a reasonable capital structure. I don’t have to tell you that the valuations have been decimated. And most single asset developers have such low market capitalizations that equity finances even if it were available, it’s far too dilutive thus resulting in companies seeking prohibitively large amounts of project debt financing. And Sandstorm is simply not interested in investing behind huge amounts of debt in this risky environment. So, for us, it is almost an immediate reason to shelf a potential deal, so that’s the bad news of how this capital stock market affects us. The good news is that the market is so devalued that there are several assets in the construction phase or already operating that provides good accretive targets for Sandstorm. Many companies are valuation poor who are making the correct choice of not pursuing debt to raise funds, but rather are selling royalties that they already own or creating new ones that they can fund additional internal projects or even make their own acquisitions in this cheap market. However, the most depressed valuations are the projects most levered to optionality. The exciting resource development and exploration phase that once garnered really big market capitalization have been designated to often less than 10% of their former valuations. I am sure it’s no surprise to anyone that optionality is getting zero value in today’s goldmine markets. So we are spending some time and using a portion of our capital towards building a portfolio of these high optionality assets and hopes that as the cycle turns these assets will provide some great leverage to Sandstorm’s asset base. As the corporate development team, we have expanded ourselves recently and it’s a good thing because we are busier than ever. We recently welcomed Keith Laskowski another IFC World Bank alumni will join Tom Bruington as the senior technical due diligence team member. And it’s much needed since we are reviewing more projects than ever before. We have refined the due diligence process and I would say that our process was more thorough and better at value in the potential risks in various scenarios. Each of the unique projects in the pipeline needs to pass a bunch of scenario analysis before it ever progresses through to the next stage. The opportunities overall that we are pursuing are like Nolan said almost exclusively gold projects and that remains our focus going forward. We certainly do intend to complete more royalty and streaming deals this year. So with that I will pass it over to Melissa, our operator to begin the Q&A period.

[Operator Instructions] Your first question is from the line of Rahul Paul [Canaccord Genuity]. Your line is open.

Hi, everyone. Just a question on the income tax recovery in Q4, can you tell me what that basically [indiscernible] and should we see that as one-time item?

Yes. Thanks for the question. I would say that the bulk of that recovery relates to the recognition of some additional non-capital losses. So I would say that’s an item that probably won’t be recurring going forward.

Okay. And the FX, the foreign exchange gains that you had in – what were they related to?

Sorry, I didn’t quite catch that?

Well, I am just wondering you had some FX gains as well for the year, wondering what that is related to?

Yes, so some of the foreign exchange gain or losses that you would see is really related to some accounting matters related to differences in functional currency with various subsidiaries. So a lot of that relates to the accounting related to the different functional currencies of your subsidiaries.

Okay. Thanks. And then just quickly moving on maybe a question to Dave or Nolan some time back you did mention that you would prefer to not invest – you will prefer to invest only a limited amount of capital in the Luna Aurizona situation, I mean how has that changed and do you – what would the maximum amount be if you would be willing to invest to get that mine up and running again?

Great question. So, in the last investor call, we had – we stated that we would not invest more than $10 million into Luna and nothing has changed.

Okay. And then just quickly on your guidance for this year, 36,000 to 44,000 ounces, could you gives us a rough breakdown of where you expect that to come from?

We can walk you through each of the individual ones off the phone but probably 35% to 40% of that is our portfolio of royalties and the balance is a smattering of the rest of our streams.

Okay, that would help. Okay. Thank you.

[Operator Instructions] Your next question is from the line of Marc Johnson. Your line is open.

Good morning. I apologize. Just a couple of questions. [Technical Difficulty] discussed current visibility, what kind of volatility there is or what kind of reductions [to carrying value] [ph] [Technical Difficulty] one. And then two, could you talk about the status in [indiscernible] or any other [Technical Difficulty] taxable income for years relative to free cash flow generation? And then finally, just a little bit about [Technical Difficulty]?

Yes, I apologize the first and the third question you broke up there a little bit on. I will answer the second question and maybe unless you try again on the first and the third question. So, I believe what you are asking on the tax side is to provide a bit of an update on NOLs and to what extent we can use those as effectively a depreciation tax shield against our future income. So, as it stands today, we have over $140 million in NOLs that we can use to shield future tax income. A reasonable portion of that is because when we purchase the royalty, we get depreciated even if the royalty is not yet producing. So, you continue to build up this large amount of NOLs that can be used going forward. So, we can make over $140 million plus we still have continuous amounts that we can continue to depreciate. So, the actual amount of cash flow that we can recognize over the next several years could equal or exceed our market cap. I think before we would have to pay any tax.

Okay, thank you. And how about the current state of the balance sheet with respect to write-offs that reduced cash flow [indiscernible] in the future year, can you just try to give us a flavor for where you are at that way, what kind of adjustments have been taken and how to think of it going forward?

Yes, there hasn’t been any major adjustments this year in the financial statements. I think the carrying value of our assets, are all fairly conservative. We do write-off the valuation at each quarter. And although there may be write-offs depending on what happens in the future as of today we are comfortable in the quality of our asset base. I don’t think that there are any material things that we are concerned about and certainly it’s not something that’s on our radar screen. With respect to cash flow and things that could impair cash flow, as I discussed one of the benefits of the diversification that we have right now is that no one asset going forward is going to be more than 12.5% of our cash flow. So, we aren’t expecting any major hiccups in our cash or ounce production projections.

Great, thank you. And finally just on the free cash flow – after tax free cash flow kind of guidance for the coming year, is that the $35 million number, is that….

Yes, as part of a policy matter, we actually don’t officially guide cash flow and the reason is everyone uses a different gold price. So, what we do is we provide the ounces and we can talk about what we think our average cost is going to be per ounce, which usually is in the high 200s to low 300s on a per ounce basis. And then we will [indiscernible] analyst or investor pick the gold price that they want to assume and the rest is pretty easily calculated when you back out a few million dollars a year of G&A.

Got it. Well, thank you.

Thank you.

Dan Rollins, your line is open.

Yes, thanks very much. Guys, I just have a quick question on the Karma stream, when the deal was originally inked, Karma was going to start delivering new gold starting March 31, 2016. Within the contract, is there any sort of it’s probably not force majeure, but is there any type of clause that allows them to if they don’t get into production to push out that payment or you guys still will get your first payment as of basically April 1 of ‘16?

You have built into the year original contract was a one-time provision for the pushback of the first year’s ounces and putting those into year six in addition to the other ounces that would otherwise be required, which we assume that they would elect in our internal models. So 2017 is when we expected to get our first production and although True Gold had not yet elected that, I assume that they will.

Okay, perfect. And then have they still drawn about – have they drawn anymore on that loan I guess on the upfront deposits, since they put their press release in early March?

No.

Okay, perfect. That’s great. Thanks guys.

Let’s move to line of Jeff Jackson. Your line is open.

Hi guys. Thanks for taking my call. Just a follow-up on the conversation about the deal pipeline, can you give us an idea of how many of the assets you are looking for, are in the production stage or near?

Some of the more advanced projects I can tell you that three of the projects you would start receiving cash flow almost right away from them. The bulk of kind of that 21 that Nolan was describing, I would say a third of those you would expect to get cash flow from [indiscernible] anymore, about a quarter of those, you would probably start getting cash flows in the first year, a third of them we did get cash flow or half of them almost we get cash flows in 24 months.

Okay. So we might see a bit of a shift because I would say the last number of acquisitions have been more of optionality on the royalties, correct?

Yes. Last bunch, but our acquisitions have really been some of these smaller exploration stage or resource development type projects that we wouldn’t expect to see cash flow for a number of years, but really just done it good valuations or what we thought were good valuations. But there certainly is and that’s what I was really talking to is and that there are – there really is a lack of suitable projects actually going into that construction phase. But we are seeing now many more companies, many more projects looking to go forward on existing cash flow and doing deals on existing cash flow. And so that’s great and that’s really where the bulk of our efforts are focused on?

Great, that’s great. And just one more follow-up, so on the comment that no asset will be over 12.5% of cash flow, can you just remind us in your guidance number, is that including any acquisition that haven’t been done yet or is this based on the current structure of your assets?

That is solely based on the current assets that we own today.

Great. That’s everything for me. Thank you.

No other questions at this time, Mr. Watson, I will turn the call back over to you.

Alright. Well, thanks everyone for dialing into the call. And as normal feel free to call any of us individually here we are always happy to answer any more questions or provide any more clarity. So thanks everyone. Have a good day.

This concludes today’s conference call. You may now disconnect.