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 July, 2023
Commission File Number: 001-35617
Sandstorm Gold Ltd.
(Translation of registrant’s name into English)
Suite 1400 - 400 Burrard Street
Vancouver, British Columbia
V6C 3A6 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Incorporation by Reference
Exhibit 99.1 (Sandstorm Gold Royalties Announces Sales And Record
Revenue In Second Quarter 2023) to this report on Form 6-K is deemed to be filed and incorporated by reference into this report and is
hereby incorporated by reference into and as an exhibit to the registrant’s Registration Statement on Form F-10 (File No. 333-267554),
as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by us under the Securities
Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT INDEX
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.
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SANDSTORM GOLD LTD. |
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Date: July 6, 2023 |
By: |
/s/ Erfan
Kazemi |
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Name: Erfan Kazemi |
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Title: Chief Financial Officer |
EXHIBIT 99.1
July 6, 2023
| VANCOUVER, BC
Sandstorm
Gold Royalties Announces Sales And Record Revenue in Second quarter 2023
Designated
News Release
Sandstorm Gold Ltd. (“Sandstorm Gold Royalties”,
“Sandstorm”, or the “Company”) (NYSE: SAND, TSX: SSL) is pleased to report that the Company sold approximately
24,500 attributable gold equivalent ounces1 and realized record preliminary revenue2 of $49.8 million during the
three months ended June 30, 2023, (19,276 attributable gold equivalent ounces and $36.0 million in revenue for the comparable period in
2022).
Preliminary cost of sales, excluding depletion2
for the three month period was $5.6 million resulting in cash operating margins1 of approximately $1,743 per attributable gold
equivalent ounce1 ($5.3 million and $1,593 per attributable gold equivalent ounce for the comparable period in 2022, respectively).
Second
Quarter Share Buybacks
During the three months ended June 30, 2023,
the Company purchased and cancelled approximately 2.6 million Sandstorm common shares (“Common Shares”) at a weighted average
price of C$6.92 per share under the Company’s normal course issuer bid (“NCIB”). The NCIB, which was renewed in April
2023 (see press release dated April 5, 2023), provides the Company with the option to purchase its Common Shares from time to time when
Sandstorm’s management believes that the Common Shares are undervalued by the market. While the Company’s capital allocation
strategy remains focused on debt repayment, Sandstorm’s management continues to evaluate accretive opportunities to exercise the
NCIB.
Note 1
Sandstorm Gold Royalties has included
certain performance measures in this press release that do not have any standardized meaning prescribed by International Financial Reporting
Standards (“IFRS”) including (i) attributable gold equivalent ounces and (ii) cash operating margin. 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. Note these figures
have not been audited and are subject to change. (i) As the Company’s operations are primarily focused on precious metals, the Company
presents attributable gold equivalent ounces as it believes that certain investors use this information to evaluate the Company’s
performance in comparison to other mining companies in the precious metals mining industry who present results on a similar basis. Attributable
Gold Equivalent ounces is a non-IFRS financial ratio that uses Total Sales, Royalties, and Income from Other Interests as a component.
Total Sales, Royalties and Income from Other Interests is a non-IFRS financial measure and is calculated by taking total revenue which
includes Sales and Royalty Revenue, and adding contractual income relating to royalties, streams and other interests excluding gains and
losses on dispositions. Attributable Gold Equivalent ounces is calculated by dividing the Company’s Total Sales, Royalties, and
Income from other interests, less revenue attributable to non-controlling shareholders for the period, by the average realized gold price
per ounce from the Company’s Gold streams for the same respective period ([$49.8 million - $1.5 million]/$1,972 for the three months
ended June 30, 2023, and $36.0 million/$1,866 for the comparable period in 2022) and may be subject to change. (ii) The Company presents
cash operating margin as it believes that certain investors use this information to evaluate the Company’s performance and ability
to generate cash flow in comparison to other companies in the precious metals mining industry who present results on a similar basis.
Cash operating margin is calculated by subtracting average cash cost per Attributable Gold Equivalent ounce from the average realized
gold price per ounce from the Company’s Gold streams (see item i above) for the same respective period. Average cash cost per Attributable
Gold Equivalent ounce is calculated by dividing the Company’s cost of sales, excluding depletion, by the number of Attributable
Gold Equivalent ounces ($5.6 million/24,500 Attributable Gold Equivalent ounces for the three months ended June 30, 2023, and $5.3 million/19,276
Attributable Gold Equivalent ounces for the comparable period in 2022).
Note 2
These figures have not been audited and are subject to change. As the Company has not yet finished its quarter-end close procedures, the
anticipated financial information presented in this press release is preliminary, subject to final quarter-end closing adjustments, and
may change materially.
CONTACT
Information
For more information about Sandstorm Gold Royalties,
please visit our website at www.sandstormgold.com or email us at info@sandstormgold.com.
ERFAN KAZEMI |
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MARK KLAUSEN |
CHIEF FINANCIAL OFFICER |
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INVESTOR RELATIONS |
604 689 0234 |
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604 628 1164 |
ABOUT SANDSTORM GOLD
ROYALTIES
Sandstorm
is a precious metals-focused royalty company that provides upfront financing to mining companies and receives the right to a percentage
of production from a mine, for the life of the mine. Sandstorm holds a portfolio of 250 royalties, of which 40 of the underlying mines
are producing. Sandstorm plans to grow and diversify its low cost production profile through the acquisition of additional gold royalties.
For more information visit: www.sandstormgold.com.
CAUTIONARY STATEMENTS
TO U.S. SECURITYHOLDERS
The financial
information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally
accepted accounting principles (“US GAAP”) in certain material respects, and thus are not directly comparable to financial
statements prepared in accordance with US GAAP.
This press
release and the documents incorporated by reference herein, as applicable, have been prepared in accordance with Canadian standards for
the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the United States
securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven
mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,”
“measured mineral resources” and “mineral resources” used or referenced herein and the documents incorporated
by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101
- Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum
(the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the
“CIM Definition Standards”).
For United
States reporting purposes, the United States Securities and Exchange Commission (the “SEC”) has adopted amendments to its
disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuers whose
securities are registered with the SEC under the Exchange Act, which became effective February 25, 2019. The SEC Modernization Rules more
closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices
and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included
in SEC Industry Guide 7. Issuers were required to comply with the SEC Modernization Rules in their first fiscal year beginning on or after
January 1, 2021. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure
system, the Corporation is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue
to provide disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information
contained or incorporated by reference herein may not be comparable to similar information disclosed by United States companies subject
to the United States federal securities laws and the rules and regulations thereunder.
As a result
of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated
mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven
mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM
Definition Standards that are required under NI 43-101. While the SEC will now recognize “measured mineral resources”, “indicated
mineral resources” and “inferred mineral resources”, U.S. investors should not assume that all or any part of the mineralization
in these categories will be converted into a higher category of mineral resources or into mineral reserves without further work and analysis.
Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization
that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that all or any measured mineral resources,
indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable without
further work and analysis. Further, “inferred mineral resources” have a greater amount of uncertainty and as to whether they
can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of inferred mineral
resources will be upgraded to a higher category without further work and analysis. Under Canadian securities laws, estimates of “inferred
mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. While the above terms
are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules
and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report
as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated
mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve
or resource estimates under the standards adopted under the SEC Modernization Rules or under the prior standards of SEC Industry Guide
7.
CAUTIONARY NOTE REGARDING
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 “forward-looking information” within the meaning of
applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Sandstorm Gold
Royalties. Forward-looking statements include, but are not limited to the future price of gold, silver, copper, iron ore and other metals;
statements with respect to Sandstorm’s proposed NCIB and the number of Common Shares that may be purchased under the NCIB; the estimation
of mineral reserves and resources, realization of mineral reserve estimates, 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 Gold Royalties 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 Gold Royalties will operate in the future, including the receipt of all required approvals, the
price of gold and copper 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, failure to receive necessary approvals, changes
in business plans and strategies, market conditions, share price, best use of available cash, gold and other commodity 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 or other commodity the Company 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 the Company 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 the Company will purchase gold, other commodities or receive royalties from, 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 and other commodities, 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 the Company’s annual report for the
financial year ended December 31, 2022 and the section entitled “Risk Factors” contained in the Company’s annual information
form dated March 23, 2023 available at www.sedar.com. Although the Company 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. The Company does not undertake to update any forward-looking statements that are contained or incorporated
by reference, except in accordance with applicable securities laws.
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