Mariana Resources Regulatory News (MARL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

9 May 2017

Recommended Combination (the "Combination")

of

Mariana Resources Limited ("Mariana")

and

Sandstorm Gold Ltd ("Sandstorm")

Sandstorm has released its results for the first quarter and three months ended March 31, 2017 (all figures in U.S. dollars).

First Quarter Highlights

· Record attributable gold equivalent ounces sold of 15,558 ounces (Q1 2016 - 11,381 ounces);

· Revenue of $18.8 million (Q1 2016 - $13.4 million);

· Average cash cost per attributable gold equivalent ounce of $258 resulting in cash operating margins of $952 per ounce (Q1 2016 - $267 per ounce and $909 per ounce respectively);

· Operating cash flow of $11.9 million (Q1 2016 - $9.7 million); and

· Net income of $7.0 million (Q1 2016 - $13.2 million).

· On January 26, 2017, Orezone Gold Corporation exercised its option to repurchase the royalty on the Bomboré gold project for $3.6 million, representing a 20% premium to the original upfront payment. Sandstorm retains a right of first refusal on any future stream or royalty financings related to the Bomboré gold project.

· During the first quarter, Sandstorm acquired 22 royalties for consideration of $1.9 million. The assets include royalties on development-stage, advanced exploration-stage and exploration-stage projects located in Canada, Mexico and Peru. The addition of these royalties adds exploration potential in stable jurisdictions while increasing the optionality within the Company's stream and royalty portfolio.

· On March 31, 2017, Luna Gold Corp. ("Luna") completed its previously announced merger with JDL Gold Corp creating Trek Mining Inc. ("Trek"), a new multi-asset mining company with over C$110 million in cash. This places the newly merged company in a position to advance the Aurizona gold project in Brazil wherein Sandstorm holds a 3% to 5% sliding scale NSR royalty. Concurrent with the closing of the transaction, the term debt facility that was owed by Luna to Sandstorm, in the amount of $20 million plus accrued interest, was settled in equity of Trek.

Subsequent Events

On April 26, 2017, Sandstorm announced that it had entered into an agreement to acquire all the issued and ordinary share capital of Mariana Resources Ltd. ("Mariana") that Sandstorm does not already own. Under the terms of the arrangement, Mariana shareholders will receive 28.75 pence in cash and 0.2573 of a Sandstorm common share for each one Mariana share held. Mariana holds a joint venture interest in the Hot Maden project, which Sandstorm intends on converting into a gold stream. The Hot Maden project is a unique asset with a robust cash flow profile that has the potential to more than double Sandstorm's attributable gold equivalent production once in full operation. Upon completion, the arrangement is expected to create a leading mid-tier streaming and royalty company. It is presently anticipated that Mariana will send its scheme document to Mariana shareholders around mid-May. The transaction will then go to a vote by Mariana shareholders, requiring a majority in number, representing 75% in value of scheme shareholders present and voting, to approve the scheme. That vote is expected to occur around mid-June and with a successful vote, the transaction would then go back to the U.K. court for final approval in late June. Sandstorm's cash and shares would then be issued to shareholders of Mariana. For more information, refer to the UK rule 2.7 announcement at www.sandstormgold.com/transaction.

Sandstorm's President & CEO, Nolan Watson commented: "The record production numbers and strong operating cash flow helped grow our cash balance to more than $32 million by quarter-end, enabling us to add a number of new streams and royalties to the portfolio and agree to terms on the proposed combination with Mariana announced in late April. The quarterly results are a great example of the power of the stream and royalty business model at work; our existing portfolio is generating strong free cash flow and that cash is being reinvested into accretive acquisitions that will build the per share value of the Company for our shareholders."

Watson continued: "We believe that the Mariana transaction announced after quarter-end will transform Sandstorm into a leading mid-tier streaming and royalty company. Hot Maden has the potential to be an anchor asset in the portfolio and is anticipated to more than double Sandstorm's attributable gold equivalent ounces once the mine reaches production."

Outlook

Based on the Company's existing gold streams and royalties, attributable gold equivalent production for 2017 is forecast to be between 45,000 and 55,000 ounces. The Company is forecasting attributable gold equivalent production of over 65,000 ounces per annum by 2020.

Financial Results

Sandstorm's attributable gold equivalent production and revenue showed significant growth when compared to the first quarter of 2016. Specifically, gold equivalent production was 37% higher (a record for the Company) and revenue was 41% higher. The increase is largely due to additional gold equivalent ounces coming from the Diavik royalty, Yamana silver stream, Chapada copper stream and the Karma gold stream. The increases were partially offset by a decrease in ounces from the Santa Elena mine. Precious metal streams and royalties (including diamonds) accounted for 78% of the Company's revenue during the quarter, with the other 22% coming primarily from base metal projects.

Cash flow from operations was higher and net income was lower when compared to Q1 2016. The change in net income was primarily due to a decrease in gains recognized on the revaluation of the Company's investments. Specifically, a gain on revaluation of investments of $2.7 million was recognized during the first quarter of 2017 which was $10.7 million less than Q1 2016. This was offset by other factors including a $2.2 million gain resulting from the settlement of Luna debt, the 20% premium associated with Orezone exercising the repurchase option on the Bomboré royalty, as well as a $1.0 million decrease in finance expense, as the Company's revolving line of credit was fully repaid during 2016.

Streams & Royalties: Q1 Updates

Sandstorm's revenue was generated by 21 producing assets during the period. Of the gold equivalent ounces delivered to Sandstorm, approximately 43% of the ounces were attributable to mines located in Canada, 23% from the rest of North America and 34% from South America and other countries.

Canada

Streams and royalties on Canadian mines contributed 34% more gold equivalent ounces to Sandstorm when compared to the first quarter of 2016. The change is primarily attributable to an increase in production from the Diavik mine in the Northwest Territories ("Diavik"), as well as increases from the Bracemac McLeod mine in Quebec, the Black Fox mine in Ontario and the Ming mine in Newfoundland.

Diavik

At Diavik, gold equivalent ounces increased by 62% compared to the first quarter of 2016. The A-21 pipe at Diavik is progressing on time and on budget with the completion of the A-21 dike and the start of dewatering expected during 2017 in accordance with the project plan. Following waste stripping, processing of ore from the A-21 pipe is expected to commence in 2018.

A year end reserve was recently filed for the Diavik mine which when compared to the 2015 technical report, adds approximately 6.7 million carats to the mineral reserves and supports an extension in the mine life to 2025 from 2023. Dominion Diamond Corporation is renewing its focus on exploration at its extensive land package in the Lac de Gras region and drilling of three priority kimberlites is planned at Diavik during 2017.

For more information refer to www.ddcorp.ca.

Bachelor Lake

During 2017, Metanor Resources Inc. ("Metanor") has announced the closing of two private placements totaling C$20 million which included an investment by Kirkland Lake Gold Ltd. Metanor continues to release positive drill results from its exploration activities at the Bachelor Lake mine.

For more information refer to www.metanor.ca.

North America excl. Canada

When compared to Q1 2016, gold equivalent ounces coming from North America, excluding Canada, decreased by 12%. The change was driven by a decrease in gold equivalent ounces attributable to the Santa Elena mine in Mexico and the San Andres mine in Honduras, offset by an increase in ounces sold from the Emigrant mine in Nevada, USA.

South America & Other

Operations in South America and other countries contributed 5,180 attributable gold equivalent ounces during the first quarter of 2017, a 128% increase when compared to 2016. The change was primarily due to an additional 1,640 ounces sold from the Yamana silver stream and Chapada copper stream and 1,667 ounces sold from the Karma mine in Burkina Faso.

Yamana Silver Stream

The Yamana silver stream delivered ounces to Sandstorm from the Minera Florida mine in Chile and the Chapada mine in Brazil and beginning in 2019, Sandstorm will begin to purchase silver from the Cerro Moro mine in Argentina ("Cerro Moro"). Cerro Moro is a high-grade gold and silver deposit currently in construction and development by Yamana Gold Inc. ("Yamana"). Yamana is forecasting commissioning in early 2018.

The 2017 work plan at Cerro Moro includes an increase in the rate of underground mining relative to 2016 such that during the last quarter of the year ore will be mined to feed the stockpile ahead of the plant start-up in early 2018. Site construction and detailed engineering are ahead of schedule and planned spending for the project is $178 million during 2017.

The updated mine plan estimates 2019 production to be approximately 130,000 ounces of gold at an average feed grade of 11 grams per tonne and approximately 9,900,000 ounces of silver at an average feed grade of 920 grams per tonne.

For more information refer to www.yamana.com.

Karma

During the first quarter of 2017, Endeavour Mining Corporation announced that an infill drill program at the North Kao deposit has confirmed the continuity of the previous inferred resource, resulting in a maiden indicated resource of 314,000 ounces amenable to heap leaching and a subsequent conversion of 262,000 ounces of reserves, extending the mine life to beyond 10 years. The North Kao deposit is located within 10 kilometres of the current processing plant at Karma and its main mineralized zone stretches over 1.4 kilometres along strike and remains open to the north.

A $4.0 million exploration program totaling approximately 30,000 metres has been planned for 2017 to drill near-mill targets such as Rambo West and Yabonsgo.

For more information refer to www.endeavourmining.com.

The Sandstorm Management Discussion and Analysis (MD&A) and Financial Statements for the three months ended March 31, 2017 will be accessible on the Company's website at http://www.sandstormgold.com and on SEDAR at www.sedar.com. The Company has also completed a Form 6-K filing with the SEC that will be accessible on EDGAR at www.sec.gov/edgar.shtml. Shareholders can request a hard copy of the MD&A and Financial Statements by emailing info@sandstormltd.com.

Webcast and conference call details

A conference call will be held on Tuesday, May 9, 2017 starting at 8:30am PDT (4.30pm BST) to further discuss the first quarter results. To participate in the conference call, use the following dial-in numbers and conference ID, or join the webcast using the link below:

Local/International: (+1) 416 764 8688

North American Toll-Free: (+1) 888 390 0546

Conference ID: 80526287

Webcast URL: http://ow.ly/Dp8430bxpFA

Enquiries

Sandstorm

Erfan Kazemi, Chief Financial Officer +1 604 689 0234

Denver Harris, Investor Relations +1 604 628 1178

KPMG LLP (Financial adviser to Sandstorm) +44 (0) 207 311 1000

Helen Roxburgh

Michael Nicholson

About Sandstorm Gold

Sandstorm Gold Ltd. is a gold streaming and royalty company. Sandstorm 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 155 streams and royalties, of which 20 of the underlying mines are producing. Sandstorm plans to grow and diversify its low cost production profile through the acquisition of additional gold streams and royalties.

For more information visit: www.sandstormgold.com

IMPORTANT NOTICE

This Announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Mariana in any jurisdiction in contravention of applicable law. The Combination will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Combination including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Combination should be made only on the basis of the information contained in the Scheme Document.

Sandstorm has included certain performance measures in this press release that do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS) including average cash cost per ounce of gold and cash operating margin. Average cash cost per ounce of gold is calculated by dividing the total cost of sales, less depletion, by the ounces sold. In the precious metals mining industry, this is a common performance measure but does not have any standardized meaning. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Cash operating margin is calculated by subtracting the average cash cost per ounce of gold from the average realized selling price per ounce of gold. The Company presents cash operating margin as it believes that certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metals mining industry who present results on a similar basis. The Company's royalty income is converted to an attributable gold equivalent ounce basis by dividing the royalty income for that period by the average realized gold price per ounce from the Company's gold streams for the same respective period. These attributable gold equivalent ounces when combined with the gold ounces sold from the Company's gold streams equal total attributable gold equivalent ounces sold. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate these non-IFRS measures differently.

KPMG LLP, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Sandstorm in relation to the Combination, and is not acting for any other person in relation to such Combination. KPMG LLP will not be responsible to anyone other than Sandstorm for providing the protections afforded to its clients nor for providing advice in relation to the Combination or any other matters referred to in this Announcement or otherwise.

Capitalised terms used but not defined in this announcement have the meanings set out in the announcement of the Combination on 26 April 2017.

Publication on website

A copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sandstorm's website at http://www.sandstormgold.com by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this Announcement.

Qualified person

Keith Laskowski (MSc), Sandstorm's Vice President, Technical Services is a Qualified Professional (#01221QP) of the Mining and Metallurgical Society of America and a Qualified Person as defined by Canadian National Instrument 43-101. Mr. Laskowski has not independently verified the resource estimates contained in this disclosure. He has reviewed and approved the technical information in this press release.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement by contacting KPMG LLP during business hours on +44 (0) 207 311 1000 or by submitting a request in writing to KPMG LLP, 15 Canada Square, London E14 5GL. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Combination should be in hard copy form.

No profit forecasts or estimates or quantified financial benefits statement

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings per Mariana Share or Sandstorm Share for the current or future financial years would necessarily match or exceed the respective historical published earnings per Mariana Share or Sandstorm Share or to mean that the Combined Group's earnings in the first twelve months following the Combination, or in any subsequent period, following the Combination would necessarily match, or be greater than or be less than, those of Mariana and/or Sandstorm for the relevant preceding financial period or any other period.

Forward-looking information

This press release contains "forward-looking statements", within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Sandstorm. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, the estimation of mineral reserves and resources, realization of mineral reserve estimates, and the timing and amount of estimated future production. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans", or similar terminology.

Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Sandstorm to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Sandstorm will operate in the future, including the price of gold and anticipated costs. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks relating to the parties which produce the gold Sandstorm will purchase, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic climate, dilution, share price volatility and competition.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Sandstorm to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations from which Sandstorm will purchase gold and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the section entitled "Risks to Sandstorm" in Sandstorm's annual report for the financial year ended December 31, 2016 available at www.sedar.com. Although Sandstorm has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Sandstorm does not undertake to update any forward looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas jurisdictions

The availability of the Combination to Mariana Shareholders who are not resident in and citizens of the UK or Guernsey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. Further details in relation to overseas shareholders will be contained in the Scheme Document and Mariana Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK or Guernsey may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or Guernsey should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law, Guernsey law, certain applicable Canadian securities laws, the AIM Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England or Guernsey.

Copies of this Announcement and the formal documentation relating to the Scheme and the Combination will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

Notice to US Holders, US Optionholders and US Warrantholders

The Combination and the securities to be issued in connection with the Combination have not been approved or disapproved by the SEC or the securities regulatory authority of any state of the United States, nor has the SEC or any such state securities regulatory authority passed upon the fairness or merits of the Combination or upon the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence.

The New Sandstorm Shares to be received by Mariana Shareholders in exchange for their Mariana Shares pursuant to the Combination have not been, and will not be, registered under the US Securities Act or the securities laws of any state, district or other jurisdiction of the United States, and such securities are intended to be issued in reliance upon the exemption from the registration requirements of the US Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Guernsey Court, which will be informed of the intention to rely upon such exemption, and similar exemptions under applicable state securities laws. Section 3(a)(10) of the US Securities Act, generally, exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities, from the registration requirements of the US Securities Act where the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the substantive and procedural terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely and adequate notice thereof, among other conditions and requirements.

Mariana Options and 2016 Warrants will remain outstanding under their terms and any securities issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or applicable state securities laws. As a result, Mariana Options and 2016 Warrants may not be exercised in the United States or by or on behalf of a US Optionholder or US Warrantholder, as applicable, nor may any New Sandstorm Shares issued upon such exercise be offered or resold in the United States or to or for the account of such a US holder, except pursuant to the terms of such security and pursuant to a registration statement under the U.S. Securities Act or an exemption from applicable registration requirements or in a transaction not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws.

The New Sandstorm Shares to be received by Mariana Shareholders upon completion of the Combination may be resold without restriction under the US Securities Act, except in respect of resales by persons who are "affiliates" (within the meaning of Rule 144 under the US Securities Act) of Sandstorm at the time of the Section 3(a)(10) exchange or who have been affiliates of Sandstorm within 90 days before the Section 3(a)(10) exchange or who are affiliates of Sandstorm at the time of such resale or within the 90-day period prior to such resale. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer (which includes, among others, 10% shareholders).

Information in this Announcement or in the documents incorporated by reference herein concerning the properties and operations of Sandstorm and of Mariana has been prepared in accordance with requirements and standards under securities laws, which differ from the requirements of US securities laws. The terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" used in the Announcement or in the documents incorporated by reference herein are mining terms as defined in accordance with NI 43-101 under guidelines set out in the Definition Standards for Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council on 11 December 2005. While the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are recognized and required by securities laws other than the requirements of US securities laws, they are not recognized by the SEC. Disclosure of contained ounces are or may be permitted disclosure under regulations applicable to Mariana and Sandstorm; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit of production measures. As such, certain information contained in the Announcement or in the documents incorporated by reference herein concerning descriptions of mineralization and mineral resources under these standards may not be comparable to similar information made public by US companies subject to reporting and disclosure requirements of the SEC.

US Holders should be aware that the Combination described in the Announcement may have tax consequences in the United States and should consult their own tax advisors to determine the particular United States tax consequences to them of the Combination in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

The enforcement by investors of civil liabilities under the United States federal and state securities laws may be affected adversely by the fact that Sandstorm and Mariana are incorporated or organized under the laws of a jurisdiction other than the United States, that some or all of their officers and directors are and will be residents of countries other than the United States, that some or all of the experts named in the Announcement may be residents of countries other than the United States, and that all or a substantial portion of the assets of Sandstorm, Mariana and such persons are and will be located outside the United States. As a result, it may be difficult or impossible for US Holders (including US Optionholders and US Warrantholders) to effect service of process within the United States upon Sandstorm or Mariana, as applicable, their respective officers or directors or the experts named herein, or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States. In addition, US Holders (including US Optionholders and US Warrantholders) should not assume that the courts of Guernsey: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or applicable securities laws of any state within the United States.

Notice to Canadian Holders

The enforcement by investors of civil liabilities under the Canadian securities laws may be affected adversely by the fact that Mariana is incorporated or organized under the laws of a jurisdiction other than Canada, that some or all of Sandstorm's and Mariana's officers and directors are and will be residents of countries other than Canada, that some or all of the experts named in this Announcement may be residents of countries other than Canada, and that all or a substantial portion of the assets of Sandstorm, Mariana and such persons are and will be located outside Canada. As a result, it may be difficult or impossible for Canadian Holders to effect service of process within Canada upon Mariana, Sandstorm's and Mariana's respective officers or directors or the experts named herein, or to realize, against them, upon judgments of courts of Canada predicated upon liabilities under Canadian securities laws. In addition, Canadian Holders should not assume that the courts of Guernsey: (a) would enforce judgments of Canadian courts obtained in actions against such persons predicated upon civil liabilities under Canadian securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the Canadian securities laws.

The New Sandstorm Shares to be issued pursuant to the Combination will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", New Sandstorm Shares may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or to create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of Sandstorm, such shareholder has no reasonable grounds to believe that Sandstorm is in default of securities legislation.

Canadian Holders should be aware that the Combination described in this Announcement may have tax consequences in Canada and should consult their own tax advisors to determine the particular Canadian tax consequences to them of the Combination in light of their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.