99.1 Management information circular

APPROVED BY SHAREHOLDERS ON SEPTEMBER 12, 2008, SEPTEMBER 22, 2009, APRIL 30, 2010, MAY 10, 2011, AND MAY 4, 2012. AN AMENDED AND RESTATED VERSION OF THIS STOCK OPTION PLAN WAS APPROVED BY SHAREHOLDERS ON MAY 10, 2013. FURTHER AMENDMENTS TO THIS STOCK OPTION PLAN WERE APPROVED BY SHAREHOLDERS ON JUNE 8, 2016, AND JUNE 3, 2022. SCHEDULE “A” AMENDED AND RESTATED STOCK OPTION PLAN APPROVED BY SHAREHOLDERS ON SEPTEMBER 12, 2008, SEPTEMBER 22, 2009, APRIL 30, 2010, MAY 10, 2011, AND MAY 4, 2012. AN AMENDED AND RESTATED VERSION OF THIS STOCK OPTION PLAN WAS APPROVED BY SHAREHOLDERS ON MAY 10, 2013. FURTHER AMENDMENTS TO THIS STOCK OPTION PLAN WERE APPROVED BY SHAREHOLDERS ON JUNE 8, 2016, JUNE 3, 2022 AND MAY 30, 2025. 1. PURPOSE OF THE PLAN The Company hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees and Consultants (as such terms are defined below) of the Company and its subsidiaries (collectively "Eligible Persons"), to be known as the "Sandstorm Gold Ltd. Stock Option Plan" (the "Plan"). The purpose of the Plan is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals options, exercisable over periods of up to five (5) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the Market Price prevailing on the date the option is granted and as approved by the Board. 2. DEFINITIONS In this Plan, the following terms shall have the following meanings: 2.1 “Act” means the Business Corporations Act (British Columbia) or its successor, as amended from time to time; 2.2 “Affiliate” means an “Affiliate” as defined in TSX Policies.shall have the meaning given to such term in the Securities Act; 2.2 "Associate" means an "Associate" as defined in the TSX Policies. 2.3 2.3 "Associate" where used to indicate a relationship with any person or company, means: (i) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company for the time being outstanding; (ii) any partner of that person or company; (iii) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity; (iv) any relative of that person who resides in the same home as that person; (v) any person who resides in the same home as that person and to whom that person is married, or any person of the opposite sex or the same sex who resides in the same home as that person and with whom that person is living in a conjugal - 2 - relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person; 2.4 “Blackout Period” means a period during which designated employees of of time imposed by the Company cannot trade Shares, pursuant to the Company’s policy respecting restrictions on employee trading which is in effect at that time (which, for greater certainty, does not include the periodpolicies, upon certain designated persons during which a ceasethose persons may not trade order is in effect to whichany securities of the Company, or in respect of an Insider, that Insider, is subject).; 2.45 "Board" means the Board of Directors of the Company.; 2.56 “Business Day” means aany day other thanthat is not a Saturday, Sunday or statutory holiday, when banks are generally open for business (as defined in the City ofInterpretation Act (Canada) in Vancouver, in the Province of British Columbia, for the transaction of banking business. 2.67 "Change of Control" means the occurrence of any one or more of the following events: (a) a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Company or its successor; (b) the sale, exchange or other disposition to a person other than an affiliate of the Company of all, or substantially all, of the Company’s assets; (c) a resolution is adopted to wind-up, dissolve or liquidate the Company; (d) a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or (e) any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Company which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Company's outstanding Voting Securities which may be cast to elect directors of the Company or the successor corporation (regardless of whether a meeting has been called to elect Directors); For the purposes of the foregoing, “Voting Securities” means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the - 3 - Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities. 2.8 "Company" means Sandstorm Gold Ltd. and its successors.., a corporation organized under the Act and includes any successor corporation thereof; 2.9 "Consultant" has the meaning set out in Section 2.22 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time (“NI 45-106”). 2.10 "Consultant Company" means, for an individual consultantConsultant, a corporation of which the individual consultantConsultant is an employee or shareholder, and a partnership of which the individual consultantConsultant is an employee or partner. 2.11 “Designated Affiliate” means the affiliates of the Company designated by the Board for purposes of the Plan from time to time; 2.112.12 "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from: (a) being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or (b) acting as a director or officer of the Company or its subsidiaries. 2.122.13 "Distribution" means a "Distribution" as defined in the Securities Act. 2.132.14 "Eligible Persons" has the meaning given to that term in paragraph 1 hereof. 2.142.15 "Employee" means an employee, including officers of the Company or of a Subsidiary, whether Directors or not, and includingincludes an officer of the Company or a Subsidiary, and includes both full-time and part-time employees, of the Company or any designatedDesignated Affiliate. 2.152.16 "Exchanges" means the Toronto Stock Exchange, the NYSE, and, if applicable, any other stock exchange or quotation system on which the Shares are listed or quoted from time to time.; 2.162.17 "Expiry Date" means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised. 2.172.18 "Grant Date" means the effective date of each grant of Options under this Plan by the Board and specified in anthe applicable Option Agreement as the date on which an Option is granted. 2.182.19 “Holding Entity” has the meaning set out in Section 2.22 of NI 45-106. 2.192.20 "Insider" means an "Insider" as defined in the TSX Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Company. 2.202.21 "Investor Relations Activities" has the meaning set out in Section 2.22 of NI 45-106. - 4 - 2.21 "Joint Actor" means a person acting "jointly or in concert with" another person as that phrase is interpreted in section 96 of the Securities Act. 2.22 "Management Company Employee" means an individual employed by a person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged in investor relations activities.Investor Relations Activities; 2.23 "Market Price" of Shares at any Grant Date means the last closing price per Share on the Toronto Stock ExchangeTSX on the Grant Date, or if the Shares are not listed on any stock exchange, “Market Price” of Shares means the price per Share on the over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date. 2.24 “NYSE” means the New York Stock Exchange. 2.25 “Option" means an option to purchase Shares granted pursuant to, or governed by, this Plan and any pre-existing stock option plan of the Company. 2.26 "Option Agreement" means an agreement, substantially in the form attached hereto as Schedule "A", whereby the Company grants to an Optionee an Option. 2.27 "Optionee" means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators. 2.28 "Option Price" means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5. 2.29 "Option Shares" means the aggregate number of Shares which an Optionee may purchase under an Option. 2.30 “Permitted Assign” means, for an Eligible Person: (i) a Holding Entity of such Eligible Person; or (ii) a RRSP, RRIF or TFSA of such Eligible Person; 2.31 “Person” or “person” includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization; 2.312.32 "Plan" means this Sandstorm Gold Ltd. Amended and Restated Stock Option Plan, as it may be amended from time to time.; 2.322.33 “RRIF” means a registered retirement income fund as defined in the Income Tax Act (Canada); 2.332.34 “RRSP” means a registered retirement savings plan as defined in the Income Tax Act (Canada); 2.342.35 "Shares" means the common shares in the capital of the Company as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment., as adjusted in accordance with the provisions of this Plan;

- 5 - 2.352.36 "Securities Act" means the Securities Act, R.S.B.C. 1996, c.418, as amended, as at the date hereof.; 2.37 “Subsidiary” means a Person (other than an individual) which is controlled, directly or indirectly by the Company, whether as a result of registered or beneficial ownership of a majority of the voting securities of such Person, a contractual arrangement or otherwise; 2.362.38 “TFSA” means a tax-free savings account as described in the Income Tax Act (Canada); 2.372.39 “Trading Day” means any day on which the TSX is open for the trading. of the Shares; 2.382.40 “TSX” means the Toronto Stock Exchange.; 2.392.41 "TSX Policies" means the rules and policies included in the TSX Company Manual and “TSX Policy” means any one of them.; 2.402.42 "Unissued Option Shares" means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5this Plan, such adjustments to be cumulative.; 2.412.43 "Vested" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of thetheir Option Agreement. Headings: The headings of all articles, sections and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan. Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires. References to this Plan: The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof. Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada. 3. GRANT OF OPTIONS 3.1 Option Terms The Board may from time to time authorize the issue of Options to Eligible Persons. The Option Price under each Option shall be not less than the Market Price on the Grant Date. The Expiry Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than five (5) years after the Grant Date. Options shall not be assignable (or transferable) by the Optionee except in accordance with the terms of section 6.11 herein. The Board may not make any amendment which reduces the Option Price of any Option after the Options have been granted or any cancellation or termination of an Option prior to its expiry for the purpose of re- issuing Options to the same Optionee with a reduced Option Price, except in the case of an adjustment pursuant to section 5.3 herein. Furthermore, the Company is prohibited from: - 6 - (a) engaging in an Option buyout program pursuant to which out-of-the-money Options held by Optionees are purchased by the Company for cash; and (b) providing financial assistance in the form of a loan or otherwise to Optionees for the exercise of their Options. 3.2 Limits on Shares Issuable on Exercise of Options TheCommencing January 1, 2025, the maximum number of Shares which may be issuable from treasury under thethis Plan together with all of at any point in time, and subject to adjustment pursuant to the Company’s other previously established or proposed share compensation arrangementsprovisions of this Plan, shall not exceed 8.5% of the issued and outstanding 14,112,417 Shares on . The maximum number of Shares reserved for issuance from treasury under the Plan will be automatically replenished by that number of Shares which is equal to the Grant Date (onnumber of Shares issued by the Company from time to time upon the exercise of any Options (the “Automatic Replenishment Feature”). Because of this Automatic Replenishment Feature and notwithstanding any other provision of the Plan, as required by the TSX, this Plan shall be subject to re-approval by the shareholders of the Company to be given by a non-diluted basis).resolution passed at a meeting of the shareholders of the Company and accepted by the TSX at least once every three (3) years following approval of the Plan (as amended) on May 30, 2025, containing this Automatic Replenishment Feature. Shareholders will be requested to pass a resolution every three (3) years specifically approving unallocated entitlements under this Plan. However, all allocated awards under this Plan, such as Options which have been granted but not yet exercised, will continue unaffected. Also, if any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of this Plan. The number of Options available for grant by the Company under this Plan, at any point in time, shall be calculated as follows, where: A = 14,112,417 B = the number of Options outstanding at any point in time then, A - B = the number of Options available for award by the Company under the Plan at that point in time, which, in any event, shall never exceed 14,112,417, unless subsequently amended and approved by the shareholders. The maximum aggregate number of Shares: (a) which may be reserved for issuance to any one Eligible Person under the Plan together with all of the Company’s other previously established or proposed share compensation arrangements shall not exceed 52.0% of the issued and outstanding Shares on the Grant Date (on a non-diluted basis); (b) which may be issuable to Insiders under the Plan together with all of the Company’s other previously established or proposed share compensation arrangements shall not exceed 8.5.0% of the Shares issued and outstanding on the Grant Date (on a non-diluted basis); and - 7 - (c) which may be issued to Insiders under the Plan together with all of the Company’s other previously established or proposed share compensation arrangements within a twelve- month period shall not exceed 8.5.0% of the issued and outstanding Shares at the time of issuance (on a non-diluted basis). In addition, at no time shall the number of Shares which have been reserved for issuance under Options which have been awarded by the Company and are outstanding under this Plan, together with awards outstanding under all of the Corporation’s other previously established or proposed share compensation arrangements, exceed: (a) 6.0% of the Corporation’s issued and outstanding Shares during the period from January 1, 2025 to December 31, 2025; (b) 5.5% of the Corporation’s issued and outstanding Shares during the period from January 1, 2026 to December 31, 2026; and (c) 5.0% of the Corporation’s issued and outstanding Shares commencing on January 1, 2027 and continuing from that date forward. In the event that the Company purchases Shares for cancellation from time to time pursuant to its Normal Course Issuer Bid(s), the Company shall be deemed to be in compliance with the foregoing maximum limits if, prior to such purchases and/or cancellations, the Company was in compliance with such specified maximum limits. Furthermore, the maximum equity value which may be granted by the Company to each non-Employee director (“Non-Employee Director”) under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, shall not exceed US$150,000 in any fiscal year, of which not more than US$100,000 may be in the form of Options granted under this Plan (the “Non- Employee Director Participation Limits”). The Non-Employee Director Participation Limits do not apply where the Company is making an initial grant to a new Non-Employee Director upon that person joining the Board. 3.3 Option Agreements Each Option shall be confirmed by the execution of an Option Agreement. Each grant of an Option under this Plan shall be evidenced by an Option Agreement between the Company and the Optionee. Each Option Agreement shall have a copy of the Plan attached thereto. Such Option Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board deems appropriate for inclusion in an Option Agreement. The provisions of the various Option Agreements issued under the Plan need not be identical. To the extent that there is any inconsistency between the Plan and the Option Agreements or any other communications, the Plan shall prevail. The Company shall provide each Optionee with a copy of all amendments to this Plan. Each Optionee shall have the option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. For stock options to Employees, Consultants, Consultant Companies or Management Company Employees, the Company is representing herein and in the applicable Stock Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be, of the Company or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan. 4. EXERCISE OF OPTION 4.1 When Options May be Exercised Subject to sections 4.3 and 4.4, an Option may be exercised to purchase any number of Shares up to the number of Vested Unissued Option Shares at any time after the Grant Date up to 5:00 p.m. local time on the Expiry Date and shall not be exercisable thereafter. In the event that the Expiry Date of an Option falls during, or within five (5) trading days of, a trading Blackout Period imposed by the Company, the Expiry Date of such Option shall automatically be extended to a date which is ten (10) trading days following the end of such Blackout Period (the “Extension Period”); provided that if an additional Blackout Period is - 8 - subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) trading days following the end of the last imposed Blackout Period. 4.2 Manner of Exercise The Option shall be exercisable by delivering to the Company a notice specifying the number of Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Share. Upon notice and payment there will be a binding contract for the issue of the Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee'sOptionee’s cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured upon presentation in which case the Option shall not have been validly exercised. 4.3 Vesting of Option Shares The Directors, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Subject to the other limits on Option grants set out in Section 3.2 hereof, all Options granted under the Plan shall Vest over a three (3) year period from the Grant Date (i.e. one-third shall vest on each of the first, second and third anniversaries of the Grant Date). 4.4 Termination of Employment If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows: (a) Death or Disability If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall fully vest, if not already vested, and shall be exercisable to acquire all remaining Unissued Option Shares available pursuant to such Option at any time up to but not after the earlier of: (i) 365 days after the date of death or Disability; and (ii) the Expiry Date; (b) Termination For Cause If the Optionee, or in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person as a result of termination for cause, as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of a Management Company Employee or a Consultant Company, of the Optionee’s employer, is employed or engaged; any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date. (c) Early Retirement, Voluntary Resignation or Termination Other than For Cause If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date

- 9 - under the Company’s retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of the Expiry Date and the date which is 90 days after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person. For greater certainty, an Option that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this paragraph 4.4 occurred, shall not be or become vested or exercisable in respect of such Unissued Option Shares and shall be cancelled. 4.5 Effect of a Take-Over Bid If a bona fide offer ( an "Offer") for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchanges) all Option Shares subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if: (a) the Offer is not completed within the time specified therein; or (b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant to paragraph 4.3 shall be reinstated. If any Option Shares are returned to the Company under this paragraph 4.5, the Company shall immediately refund the exercise price to the Optionee for such Option Shares. 4.6 Acceleration of Expiry Date If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Directors shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than five (5) business days notice is required and more than 30 days notice is not required. 4.7 Effect of a Change of Control In the event of a Change of Control and if, at the time of the Change of Control: (a) the Optionee is an Employee of the Company and, within 12 months of such Change of Control, the Company terminates the employment or services of said Optionee/Employee for any reason other than just cause or any “event of termination” occurs (as defined in the employment agreement or other contractual arrangement in place between the Optionee/Employee and the Company) (the - 10 - “Event of Termination”), then, on the date of such Event of Termination, all of the Optionee’s Options will immediately fully vest, if not already vested; (b) the Optionee is not an Employee of the Company, then all of the Optionee’s Options will immediately fully vest on the date of the Change of Control, if not already vested. In either of the foregoing events, as the case may be, all Options so vested may be exercised in whole or in part by the Optionee from such applicable date until their respective Expiry Dates, subject to the terms of any employment agreement or other contractual arrangement in place between the Optionee and the Company. If an Optionee elects to exercise his/her Options following a Change of Control, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Shares to which he/she was entitled upon such exercise, the kind and amount of shares and other securities, property or cash which such Optionee could have been entitled to receive as a result of such Change of Control, on the effective date thereof, had he/she been the registered holder of the number of Shares to which he/she was entitled to purchase upon exercise of such Options. 4.8 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement If the Optionee, or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at that time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee. 4.9 Shares Not Acquired Any Unissued Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions of the Plan. 5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES 5.1 Share Reorganization Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a "Share Reorganization") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option: (a) the Option Price will be adjusted to a price per Share which is the product of: (i) the Option Price in effect immediately before that effective date or record date; and (ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and - 11 - (b) the number of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii). If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded as no fractional Shares may be issued under this Plan. In the event the calculated number of Shares to be issued hereunder is a fraction, the Optionee will receive the next lowest whole number of Shares and will not receive any other form of compensation (cash or otherwise) for the fractional interest. All such adjustments shall be conclusive, final and binding for all purposes of this Plan. 5.2 Special Distribution Subject to the prior approval of the Exchanges, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares; (a) shares of the Company, other than the Shares; (b) evidences of indebtedness; (c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board of Directors of the Company has determined to be outside the normal course); or (d) rights, options or warrants; then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a "Special Distribution"), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution. 5.3 Corporate Organization Whenever there is: (a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in sections 5.1 or 5.2; (b) a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or (c) a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation; (any such event being herein called a "Corporate Reorganization") the Optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he/she would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he/she had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Directors. - 12 - 5.4 Determination of Option Price and Number of Unissued Option Shares If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company’s auditor, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia, that the Directors may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees. 5.5 Regulatory Approval Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction. 6. MISCELLANEOUS 6.1 Right to Employment Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment. 6.2 Presence of Clawback Policy The Company has a Clawback Policy (the “Clawback Policy”) in place which applies in the event of a material restatement (“Restatement”) of the Company’s financial results as a result of material non- compliance with financial reporting requirements. The recoverable amount under the Clawback Policy is “the amount of Incentive-Based Compensation received by the Executive Officer or former Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the Restatement”. The Clawback Policy applies to any Incentive-Based Compensation, including Options granted under this Plan, which are granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” (as defined in the Clawback Policy) paid to an Executive Officer (as defined in the Clawback Policy, which includes the Chief Executive Officer) during any of the three fiscal completed years immediately preceding the date the Company is required to restate its financial results. Kindly refer to the full text of the Clawback Policy for complete details. 6.3 Presence of Stock Ownership Guidelines Policy The Company has a Stock Ownership Guidelines Policy (the “Stock Ownership Policy”) in place which applies to specific executive officers of the Company (including the Chief Executive Officer) and to Non- Employee Directors of the Company (collectively referred to in the Stock Ownership Policy as “Participants”) and states that, while the Participant is not in compliance with his/her ownership requirement under the Stock Ownership Policy, the Participant must retain an amount equal to 50% of his/her net Shares (“Net Shares”) received as a result of the exercise of Options or the vesting of any restricted share rights granted to the Participant by the Company. “Net Shares” are those Shares which remain after Shares are sold to pay any applicable exercise price for Options and to satisfy any tax obligations arising in connection with the exercise of Options or the vesting of restricted share rights, as the case may be. Kindly refer to the full text of the Stock Ownership Policy for complete details. 6.4 Necessary Approvals

- 13 - The Plan shall be effective only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercised upon the receipt of such approval. The obligation of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company. 6.5 Administration of the Plan The Directors shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by the Directors shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company. 6.6 Withholding Taxes The exercise of each Option granted under the Plan is subject to the condition that if at any time the Company determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Company. In such circumstances, the Company may require that the Optionee pay to the Company, in addition to and in the same manner as the exercise price for the Shares, such amount as the Company is obliged to remit to the relevant tax authority in respect of the exercise of the Option. Alternatively, the Company shall have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Shares acquired upon exercise of any Option, or retaining any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee by the Company, whether or not such amounts are payable under the Plan. 6.7 Amendments to the Plan (a) The Directors may at any time and from time to time, and without shareholder approval amend any provision of the Plan, or any Options granted hereunder, or terminate the Plan, subject to any applicable regulatory or Exchange requirements or approvals at the time of such amendment or termination, including, without limitation, making amendments: (i) to sections 4.1 and 4.2 relating to the exercise of Options; (ii) deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws; (iii) to the definitions set out in section 2; (iv) to the change of control provisions provided for in the Plan. For greater certainty, any change made to the change of control provisions shall not allow Optionees to be treated any more favourably than other holders of Shares with respect to the consideration that the Optionees would be entitled to receive for their Shares upon a Change of Control; (v) to section 6.5 relating to the administration of the Plan; - 14 - (vi) to the vesting provisions of any outstanding Options as contemplated by the Plan; (vii) fundamental or otherwise, not requiring shareholder approval under applicable laws or the rules of the TSX, including amendments of a “clerical” or “housekeeping” nature and amendments to ensure that the Options granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which an Optionee may from time to time be resident or a citizen; and (viii) to add a cashless exercise feature to the Plan, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Shares from the Plan reserve. (b) Notwithstanding section 6.7(a) above, the Board shall not be permitted to: (i) amend section 3.2 in order to increase the maximum number of Shares which may be issued under the Plan or in order to increase the Insider participation limited; (ii) make any amendment which reduces the exercise price of any Option after the Options have been granted or any cancellation or termination of an Option prior to its expiry for the purpose of re-issuing Options to the same Optionee with a reduced exercise price, except in the case of an adjustment pursuant to section 5.3 herein; (iii) make any amendment which increases the Non-Employee Director Participation Limits set out in section 3.2 of the Plan; (iv) make any amendment which extends the expiry date of any Option beyond the original expiry date, except in the case of an extension due to a Blackout Period; (v) make any amendment which would permit an Option granted under the Plan to be transferable or assignable by any Optionee other than as currently permitted under the Plan; (vi) make any amendment to this section 6.7 of the Plan so as to increase the ability of the Board to amend the Plan without shareholder approval; in each case without having first obtained the approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of Shares and, in the case of an amendment to increase the Insider participation limits, approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of the Shares, excluding Shares voted by Insiders who are Eligible Persons. (c) Any amendment or termination shall not materially and adversely alter the terms of conditions of any Option or materially or adversely impair any right of any Optionee under any Option granted prior to the date of any such amendment or termination without the consent of such Optionee. (d) If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules adopted by the Board and in force at such time, will continue in effect so long as any Options under the Plan or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Options it would be entitled to make if the Plan were still in effect. - 15 - 6.8 Form of Notice A notice given to the Company shall be in writing, signed by the Optionee and delivered to the head business office of the Company. 6.9 No Representation or Warranty The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan. 6.10 Compliance with Applicable Law If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent requirednecessary to bring such provision into compliance therewith. 6.11 No Assignment or Transfer Options shall be non-assignable and non-transferable by the Optionee otherwise than by will or the laws of descent and distribution, and shall be exercisable only by the Optionee during the lifetime of the Optionee and only by the Optionee’s legal representative after the death of the Optionee. Provided however, that Options may be assigned by an Eligible Person to whom an Option has been granted to a Permitted Assign of such Eligible Person, following which such Options shall be non-assignable and non-transferable by such Permitted Assign, except to another Permitted Assign, otherwise than by will or the laws of descent and distribution, and shall be exercisable only by such Permitted Assign during the lifetime of the Permitted Assign and only by such Permitted Assign’s legal representative after death of such Permitted Assign. An improper transfer of any Option will not create any rights in the purported transferee, will cause the immediate termination of the Options and the Company will not issue any Shares upon the attempted exercise of improperly transferred Options. 6.12 Rights of Optionees An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering). 6.13 Previously Granted Options Stock options which are outstanding under pre-existing stock option plan(s) of the Company as of the effective date of this Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan except to the extent that the terms of this Plan are more restrictive than the terms of such pre-existing plan(s) under which such stock option were originally granted, in which case the applicable pre-existing plan(s) shall govern. 6.14 Conflict In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern. 6.15 Governing Law The Plan and each Option Agreement issued pursuant to the Plan shall be governed by and construed in accordance with the laws of the provinceProvince of British Columbia. - 16 - 6.16 Time of Essence Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time. 6.17 Entire Agreement This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written. Amendments to this Plan were last approved by the Board of Directors on May 2, 2024April 9, 2025. Amendments to this Plan were last approved by the Shareholders on June 3, 2022May 30, 2025.

SCHEDULE "A" SANDSTORM GOLD LTD. STOCK OPTION PLAN - OPTION AGREEMENT This Option Agreement is entered into between SANDSTORM GOLD LTD. (the "Company") and the OPTIONEE named below pursuant to the Company Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that: 1. on ⚫, 20⚫ (the "Grant Date"); 2. ⚫ (the "Optionee"); 3. was granted the option (the "Option") to purchase ⚫ common shares (the "Option Shares") of the Company; 4. for the price (the "Option Price") of C$⚫ per share; 5. which rights to purchase the Option Shares under the Option may be exercised and will vest as follows: (a) ● (●) of the total number of share options granted will vest ⚫ (⚫) MONTHS after the Grant Date, being ⚫; (b) a further (●) of the total number of share options granted will vest ⚫ (⚫) MONTHS after the Grant Date, being ⚫; and (c) a further ⚫ (⚫) of the total number of share options granted will vest ⚫ (⚫) MONTHS after the Grant Date, being ⚫; and 6. the Option will terminate on ⚫ (the "Expiry Date"); all on the terms and subject to the conditions set out in the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan. Where the Optionee is resident in or otherwise subject to the securities laws of the United States, the Optionee acknowledges that any Option Shares received by him/her upon exercise of the Option have not been registered under the United States Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the "Securities Acts"). The Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Option Shares received by him/her or to assist him/her in complying with any exemption from such registration if he/she should at a later date wish to dispose of the Option Shares. The Optionee acknowledges that the Option Shares shall bear a legend restricting the transferability thereof, which legend may be substantially in the following or other required form: "The shares represented by this certificate have not been registered or qualified under the United States Securities Act of 1933, as amended or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to U.S. federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company." By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement. - 2 - Acknowledgement – Personal Information The undersigned hereby acknowledges and consents to: (a) the disclosure to the Toronto Stock Exchange and all other regulatory authorities of all personal information of the undersigned obtained by the Company; and (b) the collection, use and disclosure of such personal information by the Toronto Stock Exchange and all other regulatory authorities in accordance with their requirements, including the provision to third party service providers, from time to time. IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the ⚫ day of ⚫, 20 ⚫. Signature Print Name Address SANDSTORM GOLD LTD. Per: Authorized Signatory SCHEDULE “B” RESTRICTED SHARE PLAN APRIL 4, 2011 (as amended by the Board of Directors on March 26, 2013, March 30, 2016 and April 22, 2019), April 22, 2019 and April 9, 2025) ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.01 Definitions For purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings: A. “Act” means the Business Corporations Act (British Columbia) or its successor, as amended from time to time; B. “Associate”, where used to indicate a relationship with any person or company, means: (i) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company for the time being outstanding; (ii) any partner of that person or company; (iii) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity; (iv) any relative of that person who resides in the same home as that person; (v) any person who resides in the same home as that person and to whom that person is married, or any person of the opposite sex or the same sex who resides in the same home as that person and with whom that person is living in a conjugal relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person; C. C“Blackout Period” means a period of time imposed by the Corporation, pursuant to the Corporation’s policies, upon certain designated persons during which those persons may not trade in any securities of the Corporation; D. “Board” means the Board of Directors of the Corporation; E. “Change of Control” means the occurrence of any one or more of the following events: (i) a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor; - 2 - (ii) the sale, exchange or other disposition to a person other than an affiliate of the Corporation of all, or substantially all of the Corporation’s assets; (iii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation; (iv) a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or (v) any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directorsDirectors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directorsDirectors); For the purposes of the foregoing, “Voting Securities” means Shares and any other shares entitled to vote for the election of directorsDirectors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directorsDirectors but are convertible into or exchangeable for shares which are entitled to vote for the election of directorsDirectors including any options or rights to purchase such shares or securities; F. “Code” means the United States Internal Revenue Code of 1986, as amended; F.G. “Committee” means the Directors or, if the Directors so determine in accordance with Section 2.03 of the Plan, thea committee of the Directors authorized to administer the Plan, which includesmay include any compensation committeeCompensation Committee of the Board; G.H. “Corporation” means Sandstorm Gold Ltd., a corporation incorporatedorganized under the Act and includes any successor corporation thereof; H.I. “Deferred Payment Date” means the date for a Participant under the Plan after the Restricted Period and not later than the Participant’s Retirement Date which the Participant has elected to defer receipt of Restricted Shares; I.J. “Designated Affiliate” means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time; J.K. “Directors” means the boardBoard of directorsDirectors of the Corporation from time to time; K.L. “Eligible Contractor” means “Consultant” as that term is defined in the Section 2.22 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time (“NI 45-106”); L.M. “Eligible Directors” means the Directors and the directors of any Designated Affiliate from time to time;

- 3 - M.N. “Eligible EmployeesEmployee” means employees, including officersan employee of the Corporation or of a Subsidiary, whether an Eligible DirectorsDirector or not, and includingincludes an officer of the Corporation or a Subsidiary, and includes both full-time and part-time employees, of the Corporation or any Designated Affiliate; O. “Grant Date” means the effective date of each grant of Restricted Share Rights under this Plan by the Committee and specified in the applicable Grant Agreement as the date on which Restricted Share Rights are granted; N.P. “Insider” means an "Insider" as defined in the TSX Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation; O.Q. “Investor Relations Activities” has the meaning set out in Section 2.22 of NI 45-106; P.R. “Management Company Employee” means an individual employed by a person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in Investor Relations Activities; Q.S. “Participant” for the Plan means each Eligible Director, Eligible Contractor, Eligible Employee and Management Company Employees to whom Restricted Share Rights are granted; T. “Person” or “person” includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization; R.U. “Plan” means the Corporation’sthis Restricted Share Plan, as same may be amended from time to time; S.V. “Restricted Period” means any period of time that a Restricted Share Right is not exercisable and the Participant holding such Restricted Share Right remains ineligible to receive Restricted Shares, determined by the Committee in its absolute discretion, however, such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Committee, including but not limited to circumstances involving the death or disability of a Participant; T.W. “Retirement” in respect of a Participant means the Participant ceasing to be an Eligible Employee, Eligible Director, Eligible Contractor or Management Company Employee after attaining a stipulated age in accordance with the Corporation’s normal retirement policy or earlier with the Corporation’s consent; U.X. “Retirement Date” means the date that a Participant ceases to be an Eligible Employee, Eligible Director, Eligible Contractor or Management Company Employee due to the Retirement of the Participant; V.Y. “Restricted Share Rights” has such meaning as ascribed to such term at Section 3.02 of this Plan; W.Z. “Restricted Shares” means the Shares issuable in satisfaction of Restricted Share Rights; X.AA. “Shares” means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of Article Five of this Plan; - 4 - BB. “Subsidiary” means a Person (other than an individual) which is controlled, directly or indirectly by the Company, whether as a result of registered or beneficial ownership of a majority of the voting securities of such Person, a contractual arrangement or otherwise; Y.CC. “Termination” means: (i) in the case of an Eligible Employee, the termination of the employment of the Eligible Employee with or without cause by the Corporation or a Designated Affiliate or the cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of the resignation or otherwise, other than the Retirement, of the Eligible Employee; (ii) in the case of an Eligible Director, the removal of or failure to re-elect or re-appoint the Eligible Director as a director of the Corporation or a Designated Affiliate; and (iii) in the case of an Eligible Contractor, the termination of the services of the Eligible Contractor by the Corporation or a Designated Affiliate; for greater certainty, in each case, other than for death or disability of a Participant; Z.DD. “TSX” means the Toronto Stock Exchange; and or any successor thereto; AA.EE. “TSX Policies” means the policies included in the TSX Company Manual and “TSX Policy” means any one of them.; and FF. “U.S. Taxpayer” means any Participant who is, at the relevant time, subject to Section 409A of the Code. 1.02 Securities Definitions: In the Plan, the termsterm “affiliate” and “subsidiary” shall have the meaningsmeaning given to such termsterm in the Securities Act (British Columbia). 1.03 Headings: The headings of all articles, Sectionssections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan. 1.04 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires. 1.05 References to this Restricted Share Plan: The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, Sectionsection, paragraph or other part hereof. 1.06 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada. ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE PLAN 2.01 Purpose of the Restricted Share Plan: The Plan provides for the acquisition of Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of employees, directors, management company employeesDirectors, Management Company Employees and consultants of the Corporation and the Designated Affiliates and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Shares by key employees, consultants and directorsDirectors of the Corporation and Designated Affiliates, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees, consultants, management company employees and directorsManagement Company Employees and Directors due to the opportunity offered to them to acquire a proprietary interest in the Corporation. - 5 - 2.02 Administration of the Restricted Share Plan: TheSubject to the general purposes, terms and conditions of this Plan, applicable corporate, securities and tax law requirements and to the direction of the Board, this Plan shall be administered by the Committee, in its sole and absolute discretion, and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to establish, adopt, amend and rescind suchany rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation. This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board or the Committee with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity the Corporation shall not, by virtue of this Plan, be in any way restricted from declaring and paying stock dividends, repurchasing Shares or any other securities in its share capital, or varying or amending its share capital or corporate structure. It is intended that this Plan and the Grant Agreements (as defined below) and the payments thereunder will comply with or be exempt from Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent this Plan and such agreements are subject thereto, and this Plan and such agreements shall be interpreted on a basis consistent with such intent. If an amendment of this Plan and such agreements is necessary in order for it to comply with or be exempt from Section 409A of the Code, the Committee will adopt any such amendment in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act by the Committee shall subject the Corporation to any claim, liability, or expense and the Corporation shall not have any obligation to indemnify or otherwise protect any person from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code. 2.022.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three (3) Directors, including any compensation committee of the Board. 2.032.04 Record Keeping: The Corporation shall maintain a register in which shall be recorded: (a) the name and address of each Participant in the Plan; (b) the number of Restricted Share Rights granted to each Participant under the Plan; and (c) the number of Restricted Shares issued to each Participant under the Plan. - 6 - 2.042.05 Determination of Participants and Participation: The Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Restricted Share Rights shall be granted and the provisions and restrictions with respect to such grant(s), all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant. 2.052.06 Maximum Number of Shares: The maximum number of Shares reserved for issuance from treasury under the Plan at any point in time, subject to adjustment pursuant to the provisions of this Plan, shall not exceed 4,500,000 Shares. Any Shares subject to a Restricted Share Right which have been awarded under the Plan and which have been cancelled or terminated in accordance with the terms of the Plan without the applicable Restricted Period(s) having expired will again be available for issuance under the Plan. The maximum number of Shares reserved for issuance from treasury under the Plan will be automatically replenished by that amount of Shares which is equal to the number of Shares issued by the Corporation from time to time upon the vesting of any Restricted Share Rights (the “Automatic Replenishment Feature”). Because of this Automatic Replenishment Feature and notwithstanding any other provision of the Plan, as required by the TSX, the Plan shall be subject to re-approval by the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation and accepted by the TSX at least once every three (3) years following approval of the Plan, as amended, in 2019 containing this Automatic Replenishment Feature. Shareholders will be requested to pass a resolution every three (3) years specifically approving unallocated entitlements under this Plan. However, all allocated awards under this Plan, such as Restricted Share Rights which have been granted but not yet vested, will continue unaffected The number of Restricted Share Rights available for award by the Corporation under this Plan at any point in time shall be calculated as follows, where: A = 4,500,000 B = the number of Restricted Share Rights awarded to date C = the number of Restricted Share Rights cancelled or terminated to date D = the number of Shares issued to date upon vesting of Restricted Share Rights then, A - B + C + D = the number of Restricted Share Rights available for award by the Corporation under the Plan at that point in time. The maximum aggregate number of Shares: (a) which may be reserved for issuance to any one Participant under the Restricted Share Plan together with all of the Corporation’s other previously established or proposed share compensation arrangements shall not exceed 52.0% of the issued and outstanding Shares on the grant dateGrant Date (on a non-diluted basis); (b) which may be issuable to Insiders under the Restricted Share Plan together with all of the Corporation’s other previously established or proposed share compensation arrangements shall not exceed 8.5.0% of the Shares issued and outstanding on the grant dateGrant Date (on a non-diluted basis); and

- 7 - (c) which may be issued to Insiders under the Restricted Share Plan together with all of the Corporation’s other previously established or proposed share compensation arrangements within a twelve-month period shall not exceed 8.5.0% of the issued and outstanding Shares at the time of issuance (on a non-diluted basis). Furthermore, the maximum equity value which may be granted by the Corporation to each Eligible Director who is not also an Eligible Employee (a “Non-Employee Director”) under the Plan, together with all of the Corporation’s other previously established or proposed share compensation arrangements, shall not exceed US$150,000 in any fiscal year (subject to inflation) and may only be granted in lieu of their cash based annual retainers (the “Non-Employee Director Participation Limit”). The Non-Employee Director Participation Limit doesLimits do not apply where the Corporation is making an initial grant to a new Non-Employee Director upon that person joining the Board. In addition, at no time shall the number of Shares which have been reserved for issuance under RSRs which have been awarded by the Corporation and are outstanding under this Plan, together with awards outstanding under all of the Corporation’s other previously established or proposed share compensation arrangements, exceed: (a) 6.0% of the Corporation’s issued and outstanding Shares during the period from January 1, 2025 to December 31, 2025; (b) 5.5% of the Corporation’s issued and outstanding Shares during the period from January 1, 2026 to December 31, 2026; and (c) 5.0% of the Corporation’s issued and outstanding Shares commencing on January 1, 2027 and continuing from that date forward. In the event that the Corporation purchases Shares for cancellation from time to time pursuant to its Normal Course Issuer Bid, the Corporation shall be deemed to be in compliance with the foregoing maximum limits if, prior to such purchases and/or cancellations, the Corporation was in compliance with such specified maximum limits. ARTICLE 3 RESTRICTED SHARE PLAN 3.01 Restricted Share Plan: The Plan is hereby established for the Participants. 3.02 Participants: Subject to Section 2.06 the Committee shall have the right to grant, in its sole and absolute discretion, to any Participant rights (“Restricted Share Rights”) to acquirereceive any number of fully paid and non-assessable Shares as a discretionary payment in consideration of past services to the Corporation, subject to the Plan and with such provisions and restrictions as the Committee may determine. At the end of the Restricted Period or, if applicable, at a later Deferred Payment Date, and without payment of additional consideration or any other further action on the part of the holder of the Restricted Share Right, the Corporation shall issue to the Participant holding the Restricted Share Right one (1) Share for each Restricted Share Right held by the Participant for which the Restricted Period has expired. 3.03 Restricted Share Right Grant Letter: Each grant of a Restricted Share Right under the Plan shall be evidenced by a Restricted Share Right Grant Letter (“Grant Agreement”) to the Participant from the Corporation. Each Grant Agreement shall have a copy of the Plan attached thereto. Such Restricted Share Right Grant LetterAgreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Restricted Share Right Grant Letter. Agreement. The provisions of the various Restricted Share Right Grant LettersAgreements issued under the Plan need not be identical. To the extent that there is any inconsistency between the - 8 - Plan and the Restricted Share Right Grant LetterAgreements or any other communications, the Plan shall prevail. The Corporation shall provide each Participant with a copy of all amendments to this Plan. 3.04 Restricted Period: Upon the grant of Restricted Share Rights to a Participant, the Committee shall determine the Restricted PeriodsPeriod(s) applicable to such Restricted Share Rights. For greater certainty, all Restricted Share Rights granted hereunder to a Participant shall vest over a three (3) year period from the grant dateGrant Date (i.e. one- third per year beginning on the first anniversary of the grant dateGrant Date), unless deferred in accordance with Section 3.05 of the Plan. 3.05 Deferred Payment Date: Participants may elect to defer the receipt of all or any part of their entitlement to Restricted Shares until a Deferred Payment Date. 3.06 Prior Notice of Deferred Payment Date: Participants who elect to set a Deferred Payment Date must give the Corporation written notice of one or more Deferred Payment Dates not later than thirty (30) days prior to the expiration of the Restricted Period. Participants may changeextend a Deferred Payment Date by providing written notice to the Corporation not later than thirty (30) days prior to the Deferred Payment Date; PROVIDED THAT, where a Participant advised the Committee of his or her Retirement or Termination and such Participant has previously elected a Deferred Payment Date that is the Retirement or Termination of such Participant or a later date, such Participant may elect by written notice to the Corporation prior to such Retirement or Termination to set a new Deferred Payment Date provided that such new Deferred Payment Date is later than the Retirement or Termination of such Participant and the Committee has consented to such extension, in its sole discretion. 3.07 Retirement or Termination during Restricted Period: In the event of the Retirement or Termination of a Participant during the Restricted Period, any Restricted Share Rights held by the Participant shall immediately terminate and be of no further force or effect, provided that the Committee has the absolute discretion to waive such termination. 3.08 Retirement or Termination after Restricted Period: In the event of the Retirement or Termination of the Participant following the Restricted Period and, if applicable, prior to the Deferred Payment Date, the Corporation shall issue forthwith the Restricted Shares in accordance with the Restricted Share Rights held by the Participant unless: (a) the Participant has requested that this section 3.08 not apply and the Committee has consented to such request, in its sole discretion; or (b) the Participant is subject to taxation in the United States in respect of income derived from the Restricted Share Rights and a delay is required by Section 409A(a)(2)(B)(i) of the Code. In the event that Restricted Share Rights remain outstanding after the Retirement or Termination of a Participant in accordance with Section 3.06 and Section 3.08(a), a Participant may elect, on not less than thirty (30) days written notice to the Corporation and not more than twice, to receive any or all of the Restricted Share Rights held by the Participant prior to the Deferred Payment Date and to have the Corporation issue the Restricted Shares issuable upon such election for such Restricted Share Rights. 3.09 Payment of Dividends: Subject to the absolute discretion of the Committee, the Committee may determine to pay Participants cash equal to any cash dividends declared on Shares that would be payable on Restricted Shares issuable in accordance with the Restricted Share Rights for which the Restricted Period has not expired in the manner and at the time such dividends are ordinarily paid to holders of Shares. The Corporation shall pay Participants cash equal to any cash dividends declared and paid on Shares that would be payable on Restricted Shares after the applicable Restricted Period, if the Deferred Payment Date has not occurred, in the manner and at the time such dividends are ordinarily paid to holders of Shares. - 9 - 3.103.09 Death or Disability of Participant: In the event of the death or total disability of a Participant, any Restricted Shares represented by Restricted Share Rights held by the Participant shall be immediately issuable by the Corporation. 3.113.10 Change of Control: In the event of a Change of Control and if, at the time of the Change of Control: (a) the Participant is an Eligible Employee and, within 12 months of such Change of Control, the Corporation terminates the employment or services of said Participant/Eligible Employee for any reason other than just cause or any “event of termination” occurs (as defined in the employment agreement or other contractual arrangement in place between the Participant/Eligible Employee and the Corporation) (the “Event of Termination”), then, on the date of such Event of Termination, all Restricted Share Rights outstanding and held by the Participant shall immediately vest and the Corporation shall forthwith issue the Restricted Shares to the Participant notwithstanding any Restricted Period(s) or any applicable Deferred Payment Date(s); (b) the Participant is not an Eligible Employee of the Corporation, then all Restricted Share Rights outstanding and held by the Participant shall immediately vest and the Corporation shall forthwith issue the Restricted Shares to the Participant notwithstanding any Restricted Period(s) or any applicable Deferred Payment Date(s). 3.123.11 Necessary Approvals: The Plan shall be subject to the approval of the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation and acceptance by the TSX orand any other required regulatory authority having jurisdiction over the securities of the Corporationapproval. 3.133.12 Term of the Restricted Share Plan: The Plan herein shall become effective on the date on which it is approved by the shareholders. The Plan shall remain in effect until it is terminated by the Board. ARTICLE 4 WITHHOLDING TAXES 4.01 Withholding Taxes: The Corporation or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any Designated Affiliate of the Corporation is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Share including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Shares to be issued under the Plan, until such time as the Participant has paid the Corporation or any Designated Affiliate of the Corporation for any amount which the Corporation or Designated Affiliate of the Corporation is required to withhold with respect to such taxes or other amounts. Without limitation to the foregoing, the Committee may adopt administrative rules under the Plan which provide for the sale of Restricted Shares (or a portion thereof) in the market upon the issuance of such Shares under the provisions of the Plan to satisfy withholding obligations under the Plan. ARTICLE 5 GENERAL - 10 - 5.01 Effective Time of Restricted Share Plan: The Plan shall become effective upon a date to be determined by the Board. 5.02 Amendment of Restricted Share Plan: The Committee may from time to time in the absolute discretion of the Committee amend, modify and change the provisions of the Plan without shareholder approval, provided that any amendment, modification or change to the provisions of the Plan which would: (a) materially increase the benefits under the Plan; (b) increase the number of Shares, other than by virtue of Sections 5.07 and 5.08 of the Plan, which may be issued pursuant to the Plan; (c) make any amendment which increases the Non-Employee Director Participation Limit as set out in Section 2.06; (d) materially modify the requirements as to eligibility for participation in the Plan; or (e) make any amendment to this Section 5.02 so as to increase the ability of the Board to amend the Plan without shareholder approval; shall only be effective upon such amendment, modification or change being approved by the shareholders of the Corporation, if required, by the TSX and any other regulatory authority having jurisdiction over the securities of the Corporation. Any amendment, modification or change of any provision of the Plan shall be subject to approval, if required, by any regulatory authority having jurisdiction over the securities of the Corporation. The Board may discontinue the Plan at any time without first obtaining shareholder approval, provided that, without the consent of a Participant, such discontinuance may not in any manner adversely affect thea Participant’s rights under any Restricted Share Right granted under the Plan. 5.03 Non-Assignable: Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Restricted Share Right and no other right or interest of a Participant is assignable or transferable. 5.04 Rights as a Shareholder: No holder of any Restricted Share Rights shall have any rights as a shareholder of the Corporation prior to the end of the applicable Restricted Period or Deferred Payment Date, as applicable. Subject to Section 3.09, no holder of any Restricted Share Rights shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Corporation for which the record date is prior to the date of expiry of the Restricted Period or Deferred Payment Date, as applicable. 5.05 No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or any Designated Affiliate nor interfere or be deemed to interfere in any way with any right of the Corporation or any Designated Affiliate to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in the Plan by a Participant shall be voluntary. 5.06 Automatic Extension of Restricted Period or Deferred Payment Date during Black OutsBlackouts: In the event any Restricted Period expires or a Deferred Payment Date occurs during a self imposed black out periodBlackout Period on trading securities of the Corporation, such Restricted Period or Deferred Payment Date shall be automatically extended until 48 hours after such black out period has expired. Blackout Period has

- 11 - expired; PROVIDED HOWEVER that in the case of a U.S. Taxpayer, the change in the Restricted Period does not violate Section 409A of the Code. Notwithstanding Section 3.07, if a Restricted Period is automatically extended pursuant to this Section 5.06, in the event of the Retirement or Termination of a Participant during the time the Restricted Period was extended, the Restricted Share Rights so extended held by the Participant shall not be terminated in accordance with Section 3.07 and shall continue to be in effect. 5.07 Adjustment in Number of Shares Subject to the Restricted Share Plan: In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in: (a) the number of Shares available under the Plan; and (b) the number of Shares subject to any Restricted Share Rights. If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. as no fractional Shares may be issued under this Plan. In the event the calculated number of Shares to be issued hereunder is a fraction, the Participant will receive the next lowest whole number of Shares and will not receive any other form of compensation (cash or otherwise) for the fractional interest. All such adjustments shall be conclusive, final and binding for all purposes of thethis Plan. 5.08 Take-over Bid: In the event that the Corporation becomes the subject of a take-over bid pursuant to which 100% of the issued and outstanding Shares are acquired by the offeror either directly or as a result of the compulsory acquisition provisions of the incorporating statute, and where consideration is paid in whole or in part in equity securities of the offeror, the Committee may send notice to all holders of Restricted Share Rights requiring them to surrender their Restricted Share Rights within ten ()(10) days of the mailing of such notice, and the holders of Restricted Share Rights shall be deemed to have surrendered such Restricted Share Rights on the tenth (10th) day after the mailing of such notice without further formality, provided that: (a) the offeror delivers with such notice an irrevocable and unconditional offer to grant replacement restricted share rights to the holders of Restricted Share Rights on the equity securities offered as consideration; (b) the Committee has determined, in good faith, that such replacement restricted share rights have substantially the same economic value as the Restricted Share Rights being surrendered; and (c) the surrender of Restricted Share Rights and the granting of replacement restricted share rights can be effected on a tax-deferred basis under the Income Tax Act (Canada). 5.09 Presence of Clawback Policy: The Corporation has a Clawback Policy (the “Clawback Policy”) in place which applies in the event of a material restatement (“Restatement”) of the Corporation’s financial results as a result of material non-compliance with financial reporting requirements. The recoverable amount under the Clawback Policy is “the amount of Incentive-Based Compensation received by the Executive Officer or former Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the Restatement”. The Clawback Policy applies to any Incentive-Based Compensation, including Restricted Share Rights granted under this Plan, which are granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” (as defined in the Clawback Policy) paid to an Executive Officer (as defined in the Clawback Policy, which includes the Chief - 12 - Executive Officer) during any of the three fiscal completed years immediately preceding the date the Corporation is required to restate its financial results. Kindly refer to the full text of the Clawback Policy for complete details. 5.10 Presence of Stock Ownership Guidelines Policy: The Corporation has a Stock Ownership Guidelines Policy (the “Stock Ownership Policy”) in place which applies to specific executive officers of the Corporation (including the Chief Executive Officer) and to Non-Employee Directors of the Corporation (collectively referred to in the Stock Ownership Policy as “Participants”) and states that, while the Participant is not in compliance with his/her ownership requirement under the Stock Ownership Policy, the Participant must retain an amount equal to 50% of his/her net Shares (“Net Shares”) received as a result of the exercise of stock options or the vesting of any Restricted Share Rights granted to the Participant by the Corporation. “Net Shares” are those Shares which remain after Shares are sold to pay any applicable exercise price for stock options and to satisfy any tax obligations arising in connection with the exercise of stock options or the vesting of Restricted Share Rights, as the case may be. Kindly refer to the full text of the Stock Ownership Policy for complete details. 5.11 Financial Assistance Prohibited: The Corporation is prohibited from providing financial assistance in the form of a loan or otherwise to Participants under this Plan for the purpose of settlement of equity awards under this Plan. 5.12 No Representation or Warranty: The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan. 5.13 Compliance with Applicable Law: If any provision of the Plan or any Restricted Share Right contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith. 5.14 Interpretation: This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia. SCHEDULE “C” PERFORMANCE SHARE PLAN December 12, 2024 ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.01 Definitions For purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings: A. “Act” means the Business Corporations Act (British Columbia) or its successor, as amended from time to time; B. “Affected Participant” means, in connection with a Change of Control, each Participant; C. “Associate”, where used to indicate a relationship with any person or company, means: (i) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company for the time being outstanding; (ii) any partner of that person or company; (iii) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity; (iv) any relative of that person who resides in the same home as that person; (v) any person who resides in the same home as that person and to whom that person is married, or any person of the opposite sex or the same sex who resides in the same home as that person and with whom that person is living in a conjugal relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person; D. “Blackout Period” means a period of time imposed by the Corporation, pursuant to the Corporation’s policies, upon certain designated persons during which those persons may not trade in any securities of the Corporation; E. “Board” means the Board of Directors of the Corporation; F. “Business Day” means any day that is not a Saturday, Sunday or holiday (as defined in the Interpretation Act (Canada) in Vancouver, British Columbia; G. “Cash Consideration” has the meaning ascribed thereto in Section 3.02; H. “Change of Control” means the occurrence of any one or more of the following events: (i) a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor; (ii) the sale, exchange or other disposition to a person other than an affiliate of the Corporation of all, or substantially all of the Corporation’s assets; - 2 - (iii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation; (iv) a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or (v) any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors); For the purposes of the foregoing, “Voting Securities” means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities; I. “Code” means the United States Internal Revenue Code of 1986, as amended; J. “Committee” means the Directors or, if the Directors so determine in accordance with Section 2.03 of the Plan, a committee of the Directors authorized to administer the Plan, which may include any Compensation Committee of the Board; K. “Corporation” means Sandstorm Gold Ltd., a corporation organized under the Act and includes any successor corporation thereof; L. “Designated Affiliate” means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time; M. “Directors” means the Board of Directors of the Corporation from time to time; N. “Earned Performance Share Rights” means, with respect to section 3.09, Change of Control, in this Plan, the applicable number of vested and earned Performance Share Rights for each relevant Participant as determined by the Committee in accordance with section 3.09(b) of the Plan; O. “Eligible Employee” means an employee of the Corporation or of a Subsidiary, and includes an officer of the Corporation or a Subsidiary, but excludes a Director of the Corporation or a Subsidiary who is not also an employee the Corporation or a Subsidiary (“Non-Employee Director”); P. “Fair Market Value” or “Market Price” means, with respect to any particular date: (a) the closing market price of a Share of the Corporation traded on the TSX on the relevant date (or any such other stock exchange, inter-dealer quotation network or other organized trading facility on which the Shares trade or are quoted from time to time); or (b) in the event that the Shares are not listed and posted for trading on the TSX or another stock exchange, inter-dealer quotation network or other organized trading facility, the Fair Market Value will be the fair market value of the Shares in Canadian Dollars as determined by the Board in its sole discretion acting in good faith; Q. “Grant Date” means the effective date of each grant of Performance Share Rights under this Plan by the Committee to a Participant and specified in the applicable Grant Agreement (as defined in this Plan); R. “Insider” means an "Insider" as defined in the TSX Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a Subsidiary of the Corporation; S. “Involuntary Employment Action” means, with respect to section 3.09, Change of Control, in this Plan, the termination of the Participant’s employment with the Corporation or a Subsidiary of the

- 3 - Corporation, as applicable, which, subject to applicable employment standards legislation, shall be deemed effective on the earlier of: (i) the last day worked by the Participant; and (ii) the date of termination of the Participant’s employment as set out in the written notification of termination, each as determined by the Corporation or Subsidiary, as applicable; T. “Involuntary Redemption Date” means, with respect to section 3.09, Change of Control, in this Plan, the Trading Day that is immediately prior to an Involuntary Employment Action; U. “Named Executive Officer” means “NEO” or “named executive officer” as defined in Form 51-102F6 Statement of Executive Compensation, as amended; V. “Participant” for the Plan means each Eligible Employee to whom Performance Share Rights are granted or have been granted under this Plan. For greater certainty, non-executive members of the Board shall not participate in this Plan; W. “Payout Percentage” means, with respect to section 3.09, Change of Control, in this Plan, the percentage determined by the Committee in accordance with a Participant's Grant Agreement and the performance criteria set by the Committee on the Grant Date and used in the calculation of the Earned Performance Share Rights of such Participant; X. “Performance Conditions End Date” means the last day of the Restricted Period for any Performance Share Right, including where such Restricted Period has been shortened or amended pursuant to the terms of the Plan; Y. “Plan” means this Performance Share Plan, as may be amended from time to time; Z. “Performance Share Rights” has such meaning as ascribed to such term at Section 3.02 of this Plan; AA. “Performance Shares” means the Shares issuable in satisfaction of Performance Share Rights; BB. “Person” or “person” includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization; CC. “Restricted Period” means any period of time that a Performance Share Right is not exercisable and the Participant holding such Performance Share Right remains ineligible to receive Performance Shares, determined by the Committee in its absolute discretion, however, such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Committee, including but not limited to circumstances involving the death or disability of a Participant; DD. “Retirement” in respect of a Participant means the Participant ceasing to be an Eligible Employee, after attaining a stipulated age in accordance with the Corporation’s normal retirement policy or earlier with the Corporation’s consent; EE. “Retirement Date” means the date that a Participant ceases to be an Eligible Employee, due to the Retirement of the Participant; FF. “Shares” means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of this Plan; GG. “Subsidiary” means a Person (other than an individual) which is controlled, directly or indirectly, by the Corporation, whether as a result of registered or beneficial ownership of a majority of the voting securities of such Person, a contractual arrangement or otherwise; HH. “Termination” means: in the case of an Eligible Employee, the termination of the employment of the Eligible Employee with or without cause by the Corporation or a Designated Affiliate or the cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of the resignation or otherwise, other than the Retirement, of the Eligible Employee; for greater certainty, in each case, other than for death or disability of a Participant; II. “Trading Day” means any date on which the relevant stock exchange is open for the trading of the Shares; - 4 - JJ. “TSX” means the Toronto Stock Exchange or any successor thereto; KK. “TSX Policies” means the policies included in the TSX Company Manual and “TSX Policy” means any one of them; LL. “U.S. Taxpayer” means any Participant who is, at the relevant time, subject to Section 409A of the Code; and MM. “Vesting Date” means the date on which a Performance Share Right vests in accordance with the terms and conditions of the applicable Grant Agreement and the terms and conditions of the Plan. 1.02 Securities Definitions: In the Plan, the term “affiliate” shall have the meaning given to such term in the Securities Act (British Columbia). 1.03 Headings: The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan. 1.04 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires. 1.05 References to this Performance Share Plan: The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof. 1.06 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada. ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PERFORMANCE SHARE PLAN 2.01 Purpose of the Performance Share Plan: The Plan provides for the acquisition of Shares by Participants for the purpose of advancing the interests of the Corporation and its shareholders by: (i) ensuring that the interests of key eligible Participants are aligned with the success of the Corporation; (ii) encouraging stock ownership by key eligible Participants; and (iii) providing compensation opportunities to attract, retain and motivate key eligible Participants, it being generally recognized that such plans aid in attracting, retaining and encouraging such persons due to the opportunity offered to them to acquire a proprietary interest in the Corporation. 2.02 Administration of the Performance Share Plan: Subject to the general purposes, terms and conditions of this Plan, applicable corporate, securities and tax law requirements and to the direction of the Board, this Plan shall be administered by the Committee, in its sole and absolute discretion, and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to establish, adopt, amend and rescind any rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation. This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board or the Committee with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not, by virtue of this Plan, be in any way restricted from declaring and paying stock dividends, repurchasing Shares or any other securities in its share capital, or varying or amending its share capital or corporate structure. - 5 - It is intended that this Plan and the Grant Agreements (as defined below) and the payments thereunder will comply with or be exempt from Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent this Plan and such agreements are subject thereto, and this Plan and such agreements shall be interpreted on a basis consistent with such intent. If an amendment of this Plan and such agreements is necessary in order for it to comply with or be exempt from Section 409A of the Code, the Committee will adopt any such amendment in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act by the Committee shall subject the Corporation to any claim, liability, or expense and the Corporation shall not have any obligation to indemnify or otherwise protect any person from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code. 2.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three (3) Directors, which may include any Compensation Committee of the Board 2.04 Record Keeping: The Corporation shall maintain a register in which shall be recorded: (a) the name and address of each Participant in the Plan; (b) the number of Performance Share Rights granted to each Participant under the Plan; (c) any and all adjustments made to Performance Share Rights granted to each Participant under the Plan; (d) the number of Performance Shares issued to each Participant under the Plan and the date of such issuance; and (e) any other information which the Corporation considers appropriate to record in such register. 2.05 Determination of Participants and Participation: Subject to the terms and conditions of this Plan, the Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Performance Share Rights shall be granted pursuant to this Plan, the provisions and restrictions with respect to such grant(s), the number of Performance Share Rights to be awarded to each Participant, the Grant Date and, at the time of the award of each such Performance Share Right, the vesting criteria applicable to such Performance Share Rights, all such determinations to be made in accordance with the terms and conditions of the Plan. The Committee may, at its discretion, take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant. As also stated in Section 3.02 below, the number of Performance Shares determined by the Committee, in its sole discretion, to be delivered to a Participant for each Performance Share Right that vests may fluctuate based upon the Corporation’s performance and/or the market price of the Shares. Unless otherwise determined by the Committee in its sole discretion, vesting of the Performance Share Rights awarded under this Plan shall take place on the first Business Day following the third anniversary of the Grant Date of such Performance Share Rights. 2.06 Maximum Number of Shares: The maximum number of Shares reserved for issuance from treasury under the Plan at any point in time, subject to adjustment pursuant to the provisions of this Plan, shall not exceed four million four hundred thousand (4,400,000) Shares. Any Shares subject to a Performance Share Right which have been awarded under the Plan and which have been cancelled or terminated in accordance with the terms of the Plan without the applicable Restricted Period(s) having expired will again be available for issuance under the Plan. The maximum aggregate number of Shares: (a) which may be reserved for issuance to any one Participant under the Plan together with all of the Corporation’s other previously established or proposed share compensation - 6 - arrangements shall not exceed 2.0% of the issued and outstanding Shares on the grant date (on a non-diluted basis); (b) which may be issuable to Insiders under the Plan together with all of the Corporation’s other previously established or proposed share compensation arrangements shall not exceed 5.0% of the Shares issued and outstanding on the grant date (on a non-diluted basis); and (c) which may be issued to Insiders under the Plan together with all of the Corporation’s other previously established or proposed share compensation arrangements within a twelve- month period shall not exceed 5.0% of the issued and outstanding Shares at the time of issuance (on a non-diluted basis). Non-Employee Directors are excluded from participation under this Plan. In addition, at no time shall the number of Shares which have been reserved for issuance under PSRs which have been awarded by the Corporation and are outstanding under this Plan, together with awards outstanding under all of the Corporation’s other previously established or proposed share compensation arrangements, exceed: (a) 6.0% of the Corporation’s issued and outstanding Shares during the period from January 1, 2025 to December 31, 2025; (b) 5.5% of the Corporation’s issued and outstanding Shares during the period from January 1, 2026 to December 31, 2026; and (c) 5.0% of the Corporation’s issued and outstanding Shares commencing on January 1, 2027 and continuing from that date forward. In the event that the Corporation purchases Shares for cancellation from time to time pursuant to its Normal Course Issuer Bid(s), the Corporation shall be deemed to be in compliance with the foregoing maximum limits if, prior to such purchases and/or cancellations, the Corporation was in compliance with such specified maximum limits. ARTICLE 3 PERFORMANCE SHARE PLAN 3.01 Performance Share Plan: The Plan is hereby established for the Participants. 3.02 Participants: Subject to Section 2.06 hereof, and any shareholder, regulatory authority or stock exchange approval which may be required, the Committee shall have the right, at any time and from time to time, to grant, in its sole and absolute discretion, to any employee designated as a Participant hereunder, rights (“Performance Share Rights”) to receive any number of fully paid and non- assessable Shares as a discretionary payment in consideration of past services to the Corporation, subject to the Plan and with such provisions and restrictions as the Committee may determine. At the end of the Restricted Period, and without payment of additional consideration or any other further action on the part of the holder of the Performance Share Right, the Committee shall determine and the Corporation shall issue to the Participant holding the Performance Share Right: (i) that number of Shares to be delivered to the Participant for each Performance Share Right held by the Participant for which the Restricted Period has expired; or (ii) a cash amount, payable by way of certified cheque, bank draft, wire transfer or such other means as the Committee may determine in its sole discretion, equal to the number of Shares owed multiplied by the Fair Market Value on the applicable Vesting Date(s) (the “Cash Consideration”) (net of any applicable statutory withholdings); or (iii) a combination of Shares and Cash Consideration, as determined by the Committee in its sole discretion. The number of Shares determined by the Committee, in its sole discretion, to be delivered to a Participant for each Performance Share Right that vests may fluctuate based upon the Corporation’s performance and/or the market price of the Shares. For greater certainty, the extent to which each Performance Condition (as defined below) is met will be determined by the Committee at the end of the Performance Period, based upon data that the Committee has pre-determined is necessary to calculate the payout multiplier for each measure established on the Grant Date. The payout multiplier for each measure will be determined by the Committee according to the performance criteria established on the Grant Date and may be zero if the Corporation does not achieve a specified level of threshold performance and will be capped at 200% for maximum performance. The extent to which each Performance Condition is met will be determined by the Board/Committee, subject to any applicable adjustments as may be determined by the Board/Committee. Accordingly, actual vesting will range from 0% to 200% of the original number of Performance Share Rights granted to an Eligible Employee, based upon the foregoing parameters. Specified performance benchmarks must be achieved in order for any performance- based share compensation to vest.

- 7 - 3.03 Performance Share Right Grant Letter: Each grant of a Performance Share Right under the Plan shall be evidenced by a Performance Share Rights Grant Letter (“Grant Agreement”) to the Participant from the Corporation. Each Grant Agreement shall have a copy of the Plan attached thereto. Such Grant Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Grant Agreement. The provisions of the various Grant Agreements issued under the Plan need not be identical. To the extent that there is any inconsistency between the Plan and the Grant Agreements or any other communications, the Plan shall prevail. The Corporation shall provide each Participant with a copy of all amendments to this Plan. 3.04 Performance Conditions: At the time a grant of a Performance Share Right is made, the Committee may, in its sole discretion, establish such performance conditions for the vesting of Performance Share Rights as may be specified by the Committee in the applicable Grant Agreement (the “Performance Conditions”). Without limiting the generality of the foregoing, such Performance Conditions may include terms or conditions relating to: (a) the market price of the Shares; (b) the return to holders of Shares, with or without reference to other comparable companies; (c) the financial performance or results of the Corporation or of a Subsidiary of the Corporation; (d) the achievement of Performance Conditions or other performance criteria relating to the Corporation or a Subsidiary of the Corporation; (e) any other terms and conditions the Committee may in its sole discretion determine with respect to vesting or the acceleration of vesting; and (f) the Vesting Date (see section 3.05 below). The Performance Conditions may relate to all or a portion of the Performance Share Rights in a grant and may be graduated such that different percentages (which may be greater or lesser than one hundred percent (100%)) of the Performance Share Rights in a grant will become vested depending on the extent of satisfaction of one or more Performance Conditions established by the Committee. The Committee may, in its discretion, subsequent to the grant of Performance Share Rights, waive any such term or condition or determine that it has been satisfied subject to applicable law. Performance Conditions may differ for Performance Share Rights awarded to any one Participant or to different Participants. 3.05 Restricted Period: Upon the grant of Performance Share Rights to a Participant, the Committee shall determine the Restricted Period(s) applicable to such Performance Share Rights. For greater certainty, unless otherwise determined by the Committee in its sole discretion, all Performance Share Rights granted hereunder to a Participant shall vest on the first Business Day following that day which is the third anniversary of the Grant Date; 3.06 Retirement or Termination during Restricted Period: In the event of the Termination of a Participant during the Restricted Period, any unvested Performance Share Rights held by the Participant shall immediately be forfeited and terminated and be of no further force or effect, provided that the Committee has the absolute discretion to waive such termination. Notwithstanding the foregoing, if a Participant retires in accordance with the Corporation’s retirement policy (or earlier with the Corporation’s consent) at such time, the pro rata portion of any unvested Performance Share Rights shall not be forfeited by the Participant or cancelled, but instead shall vest after the event of Termination has occurred (as if it had not occurred). 3.07 Death or Disability of Participant: In the event of the death or total disability of a Participant, any Performance Shares represented by Performance Share Rights held by the Participant shall be immediately issuable by the Corporation and the vesting of such Performance Share Rights will be prorated based on the number of days actually worked by the Participant from the date of grant of such Performance Share Rights up until the date of death or total disability of a Participant over the original vesting schedule set forth in relation to such grant, and the number of vested Performance Share Rights resulting from such prorated calculation will be multiplied by the applicable performance percentage determined by the Committee. - 8 - 3.08 Special Terms and Conditions Applicable to U.S. Taxpayers upon Termination: A U.S. Taxpayer shall be treated as terminated when such person incurs a “separation from service” within the meaning of Section 409A of the Code and the United States Treasury Regulation Section 1.409A- 1(h) (“Separation from Service”). Solely to the extent required by Section 409A of the Code, any payment in respect of Performance Shares which has become payable on or following a Separation from Service to any U.S. Taxpayer who is determined to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and United States Treasury Regulation Section 1.409A-1(i), shall not be paid before the first Business Day following the date which is six (6) months after such U.S. Taxpayer’s Separation from Service (or, if earlier than the end of the six-month period, the date of the death of such U.S. Taxpayer). Following any applicable six (6) month delay of payment, all such delayed payments shall be made to the US. Taxpayer in a single lump sum on the earliest possible date. For the avoidance of doubt, the payment provisions of this section 3.08 shall prevail over any other provisions governing the time or form of payment under the Plan and any Grant Agreement. 3.09 Change of Control: (a) In the event of a Change of Control, the Committee may provide for appropriate settlements of Performance Share Rights awards or for the successor or continuing entity to either assume outstanding Performance Share Rights or substitute outstanding Performance Share Rights with new awards (such assumed or substituted Performance Share Rights, “Replacement Awards”) on terms determined by the Committee to be substantially equivalent to the terms of the Performance Share Rights held by Participants immediately prior to such Change of Control (“Replaced Awards”); provided that any Replacement Awards must: (i) have economic value substantially equivalent to the value of the Replaced Awards (determined at the time of the Change of Control); (ii) relate to publicly traded equity securities; (iii) in the case of Participants who are U.S. Taxpayers, comply with or be exempt from the requirements of Section 409A of the Code; and (iv) contain other terms and conditions which are, in the aggregate, no less favourable to the Affected Participants than the Replaced Awards, including terms and conditions that provide that if there is an Involuntary Employment Action in respect of a Participant which occurs within twelve (12) months following the Change of Control: A. the Replacement Awards will vest as of the date of the Involuntary Employment Action; B. any conditions on the Affected Participant's rights under, or any restrictions on vesting applicable to, such Replacement Awards held by such Affected Participant shall be waived or shall lapse, as the case may be; and C. performance-based restrictions shall be deemed to have been achieved at the actual performance level achieved had the Vesting Date or the Performance Conditions End Date occurred on the Involuntary Redemption Date, to the extent reasonably determinable by the Committee. The nature of appropriate settlements and determination of whether the conditions in this section have been satisfied in respect of the proposed Replacement Awards will be made by the Committee, as constituted immediately prior to the Change of Control. (b) Where Performance Share Rights are settled and not replaced or substituted with Replacement Awards pursuant to Section 3.09(a) above, such Performance Share Rights shall be redeemed as of the effective date of the consummation of the transaction(s) resulting in the Change of Control. The extent to which the Performance Share Rights shall become Earned Performance Share Rights shall be determined by the Committee on the Trading Day that is immediately prior to the effective date of the consummation of the transaction(s) resulting in the Change of Control (the "Change of Control Determination Date"). The Payout Amount for all such Earned Performance Share Rights redeemed pursuant to this section shall be determined by the Committee in accordance with the performance criteria set by the Committee on the Grant Date and in accordance with the applicable Grant Agreement, except that: (i) the Market Price shall be calculated as of the Change of Control Determination Date; and (ii) the Payout Percentage shall be deemed to - 9 - be the greater of (x) 100% and (y) the Payout Percentage determined by the Committee as of the Change of Control Determination Date (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant). (c) Subject to Section 4.01: (i) where awards are settled in accordance with Section 3.09(b), the Corporation shall pay the Payout Amount payable in respect of such awards as soon as practicable upon the consummation of the transaction(s) resulting in the Change of Control, but in any event not later than ten (10) Business Days following the consummation of the transaction(s) resulting in the Change of Control; and (ii) notwithstanding anything else herein to the contrary, in the event of a Change of Control and if, at the time of the Change of Control, the Participant is an Eligible Employee and within 12 months of such Change of Control, the Corporation terminates the employment or services of said Participant/Eligible Employee for any reason other than just cause or any “event of termination” occurs (as defined in the employment agreement or other contractual arrangement in place between the Participant/Eligible Employee and the Corporation) (the “Event of Termination”), then on the date of such Event of Termination, all Performance Share Rights outstanding and held by the Participant shall immediately vest, and the Corporation shall pay the Payout Amount payable in respect of such awards no later than ten (10) Business Days following the Event of Termination. In this section, “Payout Amount” means, with respect to each Performance Share Right, a cash payment equal to the greater of (x) 100% and (y) the Payout Percentage determined by the Committee with respect to each Performance Share Right. Except, in each case, to the extent that later payment is required to comply with or be exempt from Section 409A of the Code. (d) for those Participants who do not or will not remain as employees following the Change of Control, then all Performance Share Rights outstanding and held by such Participant(s) shall immediately vest and the Corporation shall forthwith issue the Performance Shares to such Participant(s) notwithstanding any Restricted Period(s). 3.10 Necessary Approvals: The Plan shall be subject to the approval of the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation and acceptance by the TSX and any other required regulatory approval. 3.11 Term of the Performance Share Plan: The Plan shall become effective on the date upon which it is approved by the Board. However, this Plan remains subject to the approval of the TSX and the approval of the shareholders of the Corporation at a meeting of the shareholders to be held in 2025. This Plan shall remain in effect until it is terminated by the Board. ARTICLE 4 WITHHOLDING TAXES 4.01 Withholding Taxes: The Corporation or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any Designated Affiliate of the Corporation is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Share including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Shares to be issued under the Plan, until such time as the Participant has paid the Corporation or any Designated Affiliate of the Corporation for any amount which the Corporation or Designated Affiliate of the Corporation is required to withhold with respect to such taxes or other amounts. Without limitation to the foregoing, the Committee may adopt administrative rules under the Plan which provide for the sale of Performance Shares (or a portion thereof) in the market upon the issuance of such Performance Shares under the provisions of the Plan to satisfy withholding obligations under the Plan. - 10 - ARTICLE 5 GENERAL 5.01 Effective Time of Performance Share Plan: The Plan shall become effective on the date upon which is it approved by the Board, subject to the approval of the TSX and the approval of the shareholders of the Corporation. 5.02 Amendment of Performance Share Plan: The Committee may from time to time in the absolute discretion of the Committee amend, modify and change the provisions of the Plan and/or Performance Share Rights granted pursuant to the Plan, without shareholder approval, provided that any amendment, modification or change to the provisions of the Plan which would: (a) materially increase the benefits under the Plan; (b) increase the number of Shares, other than by virtue of Sections 5.07 and 5.08 of the Plan, which may be issued pursuant to the Plan; (c) materially modify the requirements as to eligibility for participation in the Plan; or (d) make any amendment to this Section 5.02 so as to increase the ability of the Board to amend the Plan without shareholder approval; shall only be effective upon such amendment, modification or change being approved by the shareholders of the Corporation, if required, by the TSX and any other regulatory authority having jurisdiction over the securities of the Corporation. Any amendment, modification or change of any provision of the Plan shall be subject to approval, if required, by any regulatory authority having jurisdiction over the securities of the Corporation. The Board may discontinue the Plan at any time without first obtaining shareholder approval, provided that, without the consent of a Participant, such discontinuance may not in any manner adversely affect a Participant’s rights under any Performance Share Right granted under this Plan. 5.03 Non-Assignable: Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Performance Share Right and no other right or interest of a Participant is assignable or transferable. 5.04 Rights as a Shareholder: No holder of any Performance Share Rights shall have any rights as a shareholder of the Corporation prior to the end of the applicable Restricted Period. Subject to Section 3.07, no holder of any Performance Share Rights shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Corporation for which the record date is prior to the date of expiry of the Restricted Period. 5.05 No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or any Designated Affiliate nor interfere or be deemed to interfere in any way with any right of the Corporation or any Designated Affiliate to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in the Plan by a Participant shall be voluntary. 5.06 Automatic Extension of Restricted Period during Blackouts: In the event any Restricted Period expires during a self-imposed Blackout Period on trading securities of the Corporation, such Restricted Period shall be automatically extended until 48 hours after such Blackout Period has expired; PROVIDED HOWEVER that in the case of a U.S. Taxpayer, the change in the Restricted Period does not violate Section 409A of the Code. Notwithstanding Section 3.06, if a Restricted Period is automatically extended pursuant to this Section 5.06, in the event of the Retirement or Termination of a Participant during the time the Restricted Period was extended, the Performance Share Rights so extended held by the Participant shall not be terminated in accordance with Section 3.07 and shall continue to be in effect. 5.07 Adjustment in Number of Shares Subject to the Performance Share Plan: In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in: (a) the number of Shares available under the Plan; and

- 11 - (b) the number of Shares subject to any Performance Share Rights. If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded as no fractional Shares may be issued under this Plan. In the event the calculated number of Shares to be issued hereunder is a fraction, the Participant will receive the next lowest whole number of Shares and will not receive any other form of compensation (cash or otherwise) for the fractional interest. All such adjustments shall be conclusive, final and binding for all purposes of the Plan. 5.08 Presence of Clawback Policy: The Corporation has a Clawback Policy (the “Clawback Policy”) in place which applies in the event of a material restatement (“Restatement”) of the Corporation’s financial results as a result of material non-compliance with financial reporting requirements. The recoverable amount under the Clawback Policy is “the amount of Incentive-Based Compensation received by the Executive Officer or former Executive Officer that exceeds the amount of Incentive- Based Compensation that otherwise would have been received had it been determined based on the Restatement”. The Clawback Policy applies to any Incentive-Based Compensation, including Performance Share Rights granted under this Plan, which are granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” (as defined in the Clawback Policy) paid to an Executive Officer (as defined in the Clawback Policy, which includes the Chief Executive Officer) during any of the three fiscal completed years immediately preceding the date the Corporation is required to restate its financial results. Kindly refer to the full text of the Clawback Policy for complete details. 5.09 Presence of Stock Ownership Guidelines Policy: The Corporation has a Stock Ownership Guidelines Policy (the “Stock Ownership Policy”) in place which applies to specific executive officers of the Corporation (including the Chief Executive Officer) and to Non-Employee Directors of the Corporation (collectively referred to in the Stock Ownership Policy as “Participants”) and states that, while the Participant is not in compliance with his/her ownership requirement under the Stock Ownership Policy, the Participant must retain an amount equal to 50% of his/her net Shares (“Net Shares”) received as a result of the exercise of stock options or the vesting of any Restricted Share Rights or Performance Share Rights granted to the Participant by the Corporation. “Net Shares” are those Shares which remain after Shares are sold to pay any applicable exercise price for stock options and to satisfy any tax obligations arising in connection with the exercise of stock options or the vesting of Restricted Share Rights or Performance Share Rights, as the case may be. Kindly refer to the full text of the Stock Ownership Policy for complete details. 5.10 Financial Assistance Prohibited: The Corporation is prohibited from providing financial assistance in the form of a loan or otherwise to Participants under this Plan for the purpose of settlement of equity awards under this Plan. 5.11 Percentage of Annual Equity-Based Compensation to Named Executive Officers to be Based on Performance: It is intended that at least 50% of equity-based compensation awarded annually by the Corporation to those Participants under this Plan who have been determined by the Committee to be “Named Executive Officers”, shall be based on performance, delivered to such Named Executive Officers through the granting of Performance Share Rights under this Plan. 5.12 No Representation or Warranty: The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of this Plan. No Participant shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted to or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the market value of the Shares of the Corporation or a corporation related thereto. 5.13 Compliance with Applicable Law: If any provision of the Plan or any Performance Share Right contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith. Without limiting the generality of the foregoing, the Committee may take such steps and require such documentation from Eligible Employees/Participants as the Committee may determine are desirable to ensure compliance with all applicable laws and legal requirements, including all applicable corporate and securities laws and regulations of any country, and any political subdivisions thereof, and the by-laws, rules and regulations of any stock exchange(s) or other organized market on which the Shares may from time to time be listed or posted and any applicable provisions of the Income Tax Act (Canada), as amended, or income tax legislation of any other jurisdiction. - 12 - 5.14 Interpretation/Governing Law: This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The provisions of this Plan shall be subject to the applicable by-laws, rules and policies of the TSX and applicable securities legislation. 5.15 Subject to Approval: The Plan is adopted subject to the approval of the TSX and any other required regulatory approval. To the extent a provision of the Plan requires regulatory approval which is not received, such provision shall be severed from the remainder of the Plan until the approval is received and the remainder of the Plan shall remain in effect. 5.16 Special Terms and Conditions Applicable to US. Participants: Shares required to be issued to a U.S. Participant upon the vesting of such Participant’s Performance Share Rights will be duly issued as soon as practicable, but in all events, not later than March 15 of the calendar year following the calendar year in which the Vesting Date occurs. The Committee shall not, at their discretion, extend the Vesting Date of any Performance Share Right in such a manner that would result in a deferral of compensation that violates section 409A of the Code. For purposes of this section, “U.S. Participant” means a Participant who is citizen of the United States or a resident of the United States, as defined in section 7701(a)(30)(A) and section 7701(b)(1) of the Code of 1986. ADOPTED by the Board of Directors of the Corporation on the 12th day of December, 2024. (To be approved by Shareholders of the Corporation at their Annual General Meeting to be held in 2025) SAMPLE AGREEMENT PERFORMANCE SHARE RIGHTS GRANT AGREEMENT This Performance Share Rights Grant Agreement is made the [●day] day of [●month], [●year] between [●name of Eligible Employee], the undersigned Eligible Employee (“Eligible Employee”), being an employee of Sandstorm Gold Ltd. (the “Corporation”) or of a subsidiary thereof, and includes an officer of the Corporation or a subsidiary, but excludes a Director of the Corporation or a subsidiary who is not also an employee the Corporation or a subsidiary pursuant to the terms of the Performance Share Plan of the Corporation (which Plan, as the same may from time to time be modified, supplemented or amended and in effect, is herein referred to as the “Plan”), and the Corporation. In consideration of the grant of Performance Share Rights made to the Eligible Employee pursuant to the Plan (the receipt and sufficiency of which is hereby acknowledged), the Eligible Employee hereby agrees and confirms that: 1. The Eligible Employee has received a copy of the Plan and has read, understands and agrees to be bound by the provisions of the Plan; 2. The Eligible Employee accepts and consents to and shall be deemed conclusively to have accepted and consented to, and agreed to be bound by, the provisions and all terms of the Plan and all bona fide actions or decisions made by the Board or, to the extent the Board delegated to the Committee, administrative duties and powers in relation to the Plan, the Committee, which terms and consent shall also apply to and be binding on the legal representatives, beneficiaries and successors of the undersigned; 3. On [●date], [●year] (the “Grant Date”), the Eligible Employee was granted [●number of PSRs awarded] Performance Share Rights, which grant is evidenced by this Agreement; 4. The Performance Share Rights shall vest and be redeemed as follows: Performance Period The three (3) year period beginning on the date hereof and ending on [●date], [●year], subject to any adjustments set forth in this Agreement, if applicable. Vesting Date [●date], [●year]. For greater certainty, all Performance Share Rights granted under the Plan to an Eligible Employee shall vest on the first business day following that day which is the third anniversary of the Grant Date. Performance Conditions The Performance Conditions will be set by the Board/Committee on the Grant Date and will be measured over the term of the three (3) year Performance Period set forth in this Agreement, subject to any applicable adjustments. The extent to which each Performance Condition is met will be determined by the Board/Committee at the end of the Performance Period, based upon data that the Board/Committee has pre-determined is necessary to calculate the payout multiplier for each measure established on the Grant Date. Specified performance benchmarks must be achieved in order for any performance-based share compensation to vest. This Agreement shall be determined in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Words used herein which are defined in the Plan shall have the respective meanings ascribed to them in the Plan. X Signature of Eligible Employee Print Name Address SANDSTORM GOLD LTD. Per: Authorized Signatory


BY ORDER OF THE BOARD OF DIRECTORS

Date: April 9, 2025			/s/ Nolan Watson
Vancouver, British Columbia			Nolan Watson
			Chief Executive Officer


Notice of Annual General and Special Meeting of Shareholders			2
Introduction			8
Particulars of Matters to be Acted Upon			9
Election of Directors			9
Majority Voting Policy			9
Advance Notice Policy			10
Director Profiles			10
Cease Trade Orders, Bankruptcies, Penalties or Sanctions			19
Interlocking Directorships/Committee Appointments			20
Meeting Attendance			20
Appointment of Auditors			20
Approval of Amendments to and Unallocated Stock Options under Stock Option Plan			21
Background			21
Amendments to the Stock Option Plan			21
Approval of Unallocated Stock Options			22
Approval by Shareholders			23
Approval of Unallocated Restricted Share Rights under Restricted Share Plan			24
Background			24
Amendments to the Restricted Share Plan			24
Approval by Shareholders			25
Approval of New Performance Share Plan and 2024 Performance Share Rights Awards			26
Background			26
Performance Share Rights Awards			28
Approval by Shareholders			28
Special Matters			30
Say on Pay Advisory Vote			30
Other Matters			31
General Proxy Information			32
Appointment of Proxyholder			32
Voting by Proxy			32
Completion and Return of Proxy			32
Non-Registered Holders			33
Revocability of Proxy			35
Notice and Access			35
Voting Securities and Principal Holders Thereof			36
Executive Compensation			37
Named Executive Officers			37
Compensation Discussion and Analysis			37
Compensation Program Overview			37


Role of the Compensation Committee			41
Executive Compensation Elements			43
Executive Compensation Details			59
Incentive Plan Awards			60
Pension Plan Benefits			62
Termination of Employment, Change in Responsibilities and Employment Contracts			63
Director Compensation			67
Incentive Plan Awards			69
Securities Authorized For Issuance Under Equity Compensation Plans			71
Stock Option Plan			71
Restricted Share Plan			78
Performance Share Plan			82
Other Information			86
Indebtedness of Directors, Executive Officers and Others			86
Interest of Informed Persons in Material Transactions			86
Interest of Certain Persons or Companies in Matters to be Acted Upon			86
Management Contracts			86
Corporate Governance			87
Board of Directors			89
Ethical Business Conduct			97
Social and Environmental Commitment			98
Indirect Exposure Overview			98
Direct Exposure Overview			100
Governance around Climate-Related Risks and Opportunities			104
Information Systems and Cyber Security			107
Risk Management			108
Directors’ and Officers’ Indemnification			108
Key Policy Descriptions			109
Whistleblower Policy			109
Stock Ownership Guidelines Policy			109
Clawback Policy			112
Anti-Hedging Policy			112
Communications and Corporate Disclosure Policy			113
Policy on Stock Trading and Use of Material Information			113
Bribery and Fraud Prevention Program			113
Health and Safety Policy			113
Environmental and Sustainability Policy			114
Workplace Bullying and Harassment Policy Statement			114
Diversity Policy and Representation of Women on the Board			114
Retirement and Tenure Policies			116
Committee Information			118


Audit Committee			118
Corporate Governance & Nominating Committee			120
Compensation Committee			122
Sustainability Committee			125
Shareholder Engagement			127
Contact Information			127
Live Broadcasts			127
Events			127
Additional Information			128


Director	Board Meetings2		Audit Committee Meetings1		Corporate Governance & Nominating Committee Meetings 3		Compensation Committee Meetings		Sustainability Committee Meetings 4

	#	%	#	%	#	%	#	%	#	%
Nolan Watson	5/5	100%	-	-	-	-	-	-	-	-
David Awram	5/5	100%	-	-	-	-	-	-	-	-
David E. De Witt	5/5	100%	4/4	100%	1/1	100%	2/2	100%	-	-
John P.A. Budreski	5/5	100%	4/4	100%	1/1	100%	2/2	100%	-	-
Andrew T. Swarthout	5/5	100%	4/4	100%	1/1	100%	-	-	-	-
Mary L. Little	5/5	100%	-	-	1/1	100%	2/2	100%	1/1	100%
Vera Kobalia	5/5	100%	-	-	-	-	-	-	1/1	100%
Elif Lévesque	5/5	100%	-	-	-	-	-	-	1/1	100%


Name of NEO/Eligible Employee	Title of NEO/Eligible Employee	Number of PSRs Awarded 1	PSR Award Value 2 (C$)

Nolan Watson	President & Chief Executive Officer	180,000	$1,072,800
David Awram	Sr. Executive Vice-President	100,000	$596,000
Erfan Kazemi	Chief Financial Officer	100,000	$596,000
Ian Grundy	Executive Vice-President, Corporate Development	100,000	$596,000
Tom Bruington	Executive Vice-President, Project Evaluation	70,000	$417,200
Non-NEO Employees (7)	Internal Executives	64,500	$384,420
	Total Awards	614,500


Name			Title

Nolan Watson			President and Chief Executive Officer (“CEO”)
David Awram			Senior Executive Vice-President
Erfan Kazemi			Chief Financial Officer (“CFO”)
Tom Bruington			Executive Vice-President, Project Evaluation
Ian Grundy			Executive Vice-President, Corporate Development


POLICY/GUIDELINE	APPLIES TO	HOW

Clawback Policy	The CEO, President, CFO, Controller, any Vice-President of the Company in charge of a principal business unit, division or function, and any other officer or person who performs a significant policy making function for the Company.	Applies in the event of an accounting restatement of the Company’s financial results as a result of material non-compliance with financial reporting requirements. The Clawback Policy applies to any incentive-based compensation (including cash and equity such as Stock Options, Restricted Share Rights and Performance Share Rights), which is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure”) paid to an Executive Officer (as defined in the Clawback Policy) during any of the three fiscal completed years immediately preceding the date the Company is required to restate its financial results.
Anti-Hedging Policy	All Directors, officers and employees of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company.	The Company does not permit its executive officers, employees or Directors to hedge any of the equity compensation granted to them – i.e. the Anti-Hedging Policy prohibits directly or indirectly engaging in hedging against future declines in the market value of any securities of the Company through the purchase of financial instruments designed to offset such risk.


Stock Ownership Guidelines Policy	The CEO, CFO, Senior Executive Vice-President, Executive Vice-President, Corporate Development and the Executive Vice-President, Project Evaluation as well as each of the non-employee Directors.	Required to hold Shares/Restricted Share Rights (unexercised Stock Options, whether vested or not, do not apply) which are worth a specified multiple of their annual base salary (in the case of the NEO’s) or the cash annual retainer (in the case of the non-employee Directors). Ian Grundy was promoted to the position of Executive Vice-President, Corporate Development on January 1, 2023, and became subject to the Stock Ownership Guidelines Policy on that date. Performance Share Rights will be added into the Stock Ownership Guidelines Policy once the necessary Shareholder and TSX approval has been received by the Company.
		The applicable guideline level of Share ownership is expected to be satisfied by each of the Guidelines Participants (as hereinafter defined) (including the non-employee Directors) within five years after first becoming subject to the Ownership Guidelines. Vera Kobalia was elected to the Board at the 2018 Shareholder Meeting and thus was expected to satisfy her applicable guideline level of Share ownership by June 15, 2023 (which deadline has been extended to June 15, 2025). Elif Lévesque was elected to the Board at the 2023 Shareholder Meeting (June 9, 2023) and became subject to the Stock Ownership Guidelines Policy on that date.
		Aligns the financial interests of the Company’s NEOs and non-employee Directors with those of the Shareholders. See page 108 for details on the Stock Ownership Guidelines Policy.
Double Trigger vesting of equity upon change of control	All executives and employees of the Company who have been awarded equity-based compensation (i.e. Stock Options/Restricted Share Rights)	Stock Option/Restricted Share Rights/Performance Share Rights awards are subject to double trigger vesting (i.e. change of control and subsequent termination without cause or with good reason).


Mining Companies			Royalty Companies
Aris Mining Corporation			Altius Minerals Corporation
Dundee Precious Metals Inc.			Diversified Royalty Corp.
Calibre Mining Corp.			Franco-Nevada Corporation
Endeavour Silver Corp.			Freehold Royalties Ltd.
Equinox Gold Corp.			Gold Royalty Corp.
Ero Copper Corp.			Osisko Gold Royalties Ltd.
Fortuna Mining Corp.			PrairieSky Royalty Ltd.
MAG Silver Corp.			Royal Gold, Inc.
Orla Mining Ltd.			Triple Flag Precious Metals Corp.
SilverCrest Metals Inc.			Wheaton Precious Metals Corp.


°			base salary;
°			annual performance-based cash incentives;
°			equity compensation consisting of Restricted Share Rights and/or;
°			equity compensation consisting of Performance Share Rights; and
°			medical and other benefits.


ELEMENT OF COMPENSATION			SUMMARY AND PURPOSE OF ELEMENT

Base Salary			Salaries form an essential element of the Company’s compensation mix as they are the first base measure to compare and remain competitive relative to peer groups. Base salaries are fixed and therefore not subject to uncertainty and are used as the base to determine other elements of compensation and benefits. The Compensation Committee will review the salaries of Named Executive Officers at least annually as part of their overall competitive market assessment. The Compensation Committee intends to recommend annual salary adjustments by December of each year for the 12-month period from January 1 to December 31 of the following year.
Annual Performance- Based Cash Incentives			Annual performance-based cash incentives are a variable component of compensation designed to reward the Company’s executives for maximizing annual operating performance, including in relation to the Company’s acquisition and growth initiatives. In recommending annual performance-based awards, the Compensation Committee considers that such bonus awards are intended to incentivize management during the year to take actions and make decisions within their control, and, as a result, the performance criteria do not include matters outside of the control of management, most notably commodity pricing. The Compensation Committee considers and reviews annual performance-based cash awards as part of its overall annual assessment of the Company and individual performance. The Compensation Committee intends to recommend awards by December of each year for the 12-month period from January 1 to December 31 of the current completed year.
Restricted Share Rights			The award of Restricted Share Rights under the Company’s Restricted Share Plan is a variable and discretionary component of compensation intended to reward the Company’s executive officers for accretively growing the Company and increasing the value of the Shares. Awards of Restricted Share Rights seek to align the interests of management with the interests of the Company’s Shareholders through the possible increase in the price of the Shares over time. Restricted Share Rights always have a minimum vesting period of three years and are settled in Shares on vesting. The Compensation Committee considers, and reviews awards of Restricted Share Rights as part of its overall assessment of the Company and individual performance. If deemed appropriate in the circumstances, the Compensation Committee may recommend the award of Restricted Share Rights by December of each year for the 12-month period from January 1 to December 31 of the current completed year.


ELEMENT OF COMPENSATION			SUMMARY AND PURPOSE OF ELEMENT

Performance Share Rights			The award of Performance Share Rights under the Company’s new Performance Share Plan is a new variable and discretionary component of compensation intended to reward the Company’s executives for accretively growing the Company and increasing the value of the Shares. Awards of Performance Share Rights seek to align the interests of management with the interests of Shareholders. Performance Share Rights will cliff-vest after three years and the number of Shares which would be issued to an executive for each PSR held will be based upon the Company's performance during said three year performance period against each of two benchmark groups. 50% of the PSRs granted will be tracked over the three year performance period relative to the first benchmark group and 50% of the PSRs granted will be tracked over the three year performance period relative to the second benchmark group. The first benchmark group will be comprised of seven publicly traded North American royalty companies selected by the Board as of the date of grant and the second benchmark group will be the GDX. At the end of the three year performance period, a calculation will be completed in order to determine the cumulative "under" or "out performance" of the Share price relative to each of the two benchmark groups. The actual number of Performance Share Rights that will vest may range from 0% to 200% of the number granted, subject to the satisfaction of these performance conditions. Going forward, the Compensation Committee will consider, and review awards of Performance Share Rights as part of its overall assessment of the Company and individual performance. If deemed appropriate in the circumstances, the Compensation Committee may recommend the award of Performance Share Rights by December of each year for the 12-month period from January 1 to December 31 of the current completed year.


ELEMENT OF COMPENSATION			SUMMARY AND PURPOSE OF ELEMENT

Stock Options			The granting of Stock Options under the Company’s Stock Option Plan has historically been a variable and discretionary component of compensation intended to incentivize the Company’s executive officers to accretively grow the Company and increase the value of the Shares. Stock Option grants have always had a term of five years with a minimum vesting period of three years attached. Together, the introduction of the Company's new Performance Share Plan and the proposed conversion of the Stock Option Plan from a "rolling" plan into a "fixed maximum" plan as discussed in this Circular reflect the increased importance and weighting of Restricted Share Rights and/or Performance Share Rights and a decreased reliance by the Company on Stock Options as long-term incentives in the Company's compensation program. Going forward, the Compensation Committee will consider and review the grant of Stock Options as part of its overall assessment of the Company and individual performance. If deemed appropriate in the circumstances, the Compensation Committee may recommend the grant of Stock Options by December of each year for the 12-month period from January 1 to December 31 of the current completed year.
Other Compensation (Perquisites)			The Company’s executive employee benefit program includes life, medical, dental and disability insurance, along with paid parking. Such benefits and perquisites are designed to be competitive overall with equivalent positions in comparable Canadian and United States organizations.


Named Executive Officer	2024 Base ($)1	2025 Base ($)1	% Change

Nolan Watson	375,300	437,850	16.7%
Erfan Kazemi	312,750	361,400	15.6%
David Awram	312,750	361,400	15.6%
Tom Bruington	476,075	493,450	3.6%
Ian Grundy	312,750	361,400	15.6%


(in C$)	2019		2020		2021		2022		2023		2024

Sandstorm Gold Ltd.	$	100.00	$	94.12	$	81.01	$	75.09	$	71.87	$	88.57
S&P/TSX Composite Index	$	100.00	$	105.60	$	132.10	$	124.38	$	138.99	$	169.09
S&P/TSX Global Gold Index	$	100.00	$	122.10	$	115.58	$	112.80	$	117.97	$	142.51


Name and Principal Position	Year	Salary1	Share-Based Awards 2	Option-Based Awards 10	Non-Equity Incentive Plan Compensation		Pension Value	All Other Compensation 4	Total Compensation 11
					Annual 1,3	Long-term

Nolan Watson5 CEO	2024	$375,300	$745,596	NIL	$278,000	NIL	NIL	$1,353	$1,400,249
	2023	$408,294	NIL	$1,346,009	NIL	NIL	NIL	$1,472	$1,755,775
	2022	$354,384	NIL	$2,026,634	$598,023	NIL	NIL	$2,007	$2,981,048
Erfan Kazemi6 CFO	2024	$312,750	$414,220	NIL	$173,750	NIL	NIL	$11,732	$912,452
	2023	$340,245	$49,373	$650,246	$75,610	NIL	NIL	$13,217	$1,128,691
	2022	$295,320	NIL	$945,762	$553,725	NIL	NIL	$12,905	$1,807,713
David Awram7 Sr. Executive VP (“SEVP”)	2024	$312,750	$594,142	NIL	$208,500	NIL	NIL	$18,793	$1,134,184
	2023	$340,245	$39,499	$933,753	NIL	NIL	NIL	$23,484	$1,336,981
	2022	$295,320	NIL	$1,013,317	$406,065	NIL	NIL	$22,932	$1,737,633
Tom Bruington8 Executive VP, Project Evaluation (“EVP-PE”)	2024	$476,075	$683,533	NIL	NIL	NIL	NIL	$16,291	$1,175,899
	2023	$499,026	$404,861	$416,157	NIL	NIL	NIL	$19,356	$1,339,401
	2022	$442,980	$436,306	$445,859	NIL	NIL	NIL	$17,247	$1,342,392
Ian Grundy9 Executive VP, Corporate Development (“EVP-CD”)	2024	$312,750	$594,142	NIL	$208,500	NIL	NIL	$13,826	$1,129,217
	2023	$325,123	$246,867	$780,295	$75,610	NIL	NIL	$12,017	$1,439,912
	2022	$203,033	$630,804	$506,658	$442,980	NIL	NIL	$4,646	$1,788,121


Name	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options	Exercise Price1	Option Expiration Date	Value of Unexercised In-The-Money Options2, 6	Number of Shares or Units of Shares That Have Not Vested3	Market or Payout Value of Share-Based Awards That Have Not Vested4,6	Market or Payout Value of Vested Share-Based Awards not paid out or distributed4,5,6

Nolan Watson CEO	950,000	C$9.43	Dec. 4, 2025	NIL	NIL	N/A	$135,968
	800,000	C$7.18	Dec. 10, 2026	$478,160
	1,500,000	C$7.12	Dec. 9, 2027	$959,100
	1,035,000	C$6.53	Dec. 15, 2028	$1,086,181
Erfan Kazemi CFO	486,000	C$9.43	Dec. 4, 2025	NIL	6,666	$37,248	$1,141,778
	590,000	C$7.18	Dec. 10, 2026	$352,643
	700,000	C$7.12	Dec. 9, 2027	$447,580
	500,000	C$6.53	Dec. 15, 2028	$524,725
David Awram SEVP	650,000	C$9.43	Dec. 4, 2025	NIL	37,333	$208,609	$1,579,487
	590,000	C$7.18	Dec. 10, 2026	$352,643
	750,000	C$7.12	Dec. 9, 2027	$479,550
	718,000	C$6.53	Dec. 15, 2028	$753,505
Tom Bruington EVP-PE	264,000	C$9.43	Dec. 4, 2025	NIL	152,332	$851,201	$588,585
	250,000	C$7.18	Dec. 10, 2026	$149,425
	330,000	C$7.12	Dec. 9, 2027	$211,002
	320,000	C$6.53	Dec. 15, 2028	$335,824
Ian Grundy EVP-CD	140,000	C$7.18	Dec. 10, 2026	$83,678	105,333	$588,580	$979,726
	375,000	C$7.12	Dec. 9, 2027	$239,775
	600,000	C$6.53	Dec. 15, 2028	$629,670


NEO Name	Option-Based Awards Value Vested 1, 5	Share-Based Awards Value Vested 2, 5	Non-Equity Incentive Plan Compensation Value Earned

Nolan Watson, CEO	$837,185	N/A	N/A
Erfan Kazemi, CFO	$439,564	N/A	N/A
David Awram, SEVP	$523,799	$280,433 3	N/A
Tom Bruington, EVP-PE	$229,929	$591,477 4	N/A
Ian Grundy, EVP-CD	$311,974	N/A	N/A


40%			Value and Accretiveness of Completed Transactions
30%			Relative Share Price Performance
20%			Debt & Equity Financings Completed
10%			General and Administrative Cost Control and ESG (as hereinafter defined) and Other Matters


Named Executive Officer	2024 Base ($)1	2024 Bonus ($)1	% of 2024 Base Salary

Nolan Watson	375,300	278,000	74%
Erfan Kazemi	312,750	173,750	56%
David Awram	312,750	208,500	67%
Tom Bruington	476,075	NIL	N/A
Ian Grundy	312,750	208,500	67%


Named Executive Officer	Number of RSRs Awarded1	Value ($)2

Nolan Watson	NIL	N/A
Erfan Kazemi	NIL	N/A
David Awram	32,000	$179,922
Tom Bruington	70,000	$393,579
Ian Grundy	32,000	$179,922


Named Executive Officer	Number of PSRs Awarded 1	Value (C$) 2

Nolan Watson	180,000	$1,072,800
Erfan Kazemi	100,000	$596,000
David Awram	100,000	$596,000
Tom Bruington	70,000	$417,200
Ian Grundy	100,000	$596,000


Name of NEO	Base Salary 1, 2	Bonus Value 1, 2	Benefits Obligation 1, 2	Total Incremental Payment 1, 2

Nolan Watson	$750,600	$278,000	$34,075	$1,062,675
David Awram	$625,500	$208,500	$34,075	$868,075
Erfan Kazemi	$625,500	$243,250	$29,905	$898,655
Tom Bruington	$952,150	N/A	N/A	$952,150
Ian Grundy	$625,500	$281,233	$26,182	$932,915


Director	Fees Earned	Share-Based Awards	Option-Based Awards	Non-Equity Incentive Plan Compensation	Pension Value	All Other Compensation	Total 1

David E. De Witt 2	$68,049	$44,436	$92,335	NIL	NIL	N/A	$204,820
Andrew T. Swarthout 2	$68,049	$44,436	$92,335	NIL	NIL	N/A	$204,820
John P.A. Budreski 2	$68,049	$44,436	$92,335	NIL	NIL	N/A	$204,820
Mary L. Little 2	$68,049	$44,436	$92,235	NIL	NIL	N/A	$204,820
Vera Kobalia 2	$68,049	$44,436	$92,235	NIL	NIL	N/A	$204,820
Elif Lévesque 2	$68,049	$44,436	$92,235	NIL	NIL	N/A	$204,820


Director Name	Option-Based Awards Value Vested 1	Share-Based Awards Value Vested 2, 4	Non-Equity Incentive Plan Compensation Value Earned

David E. De Witt	$63,227	N/A	N/A
Andrew T. Swarthout	$54,859	N/A	N/A
John P.A. Budreski	$54,859	N/A	N/A
Mary L. Little	$54,859	$83,400 3	N/A
Vera Kobalia	$54,859	N/A	N/A
Elif Lévesque	$37,763	N/A	N/A



			Stock Options granted under the Stock Option Plan vest over a three year period from the grant date.



			The Stock Option Plan contains the following important provisions:
			1)			the vesting upon a Change of Control contains a double trigger provision;
			2)			the Company is prohibited from making any amendment which reduces the exercise price of a Stock Option after the Stock Option has been granted or any cancellation or termination of a Stock Option prior to its expiry for the purpose of re-issuing Stock Options to the same optionee with a reduced exercise price;
			3)			the Company is prohibited from engaging in a Stock Option buy-out program pursuant to which out-of-the-money Stock Options held by optionees are purchased by the Company for cash;
			4)			the Company is prohibited from providing financial assistance in the form of a loan or otherwise to optionees for the exercise of their Stock Options;
			5)			the maximum equity value which may be granted by the Company to each Non-Employee Director under the Stock Option Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed $150,000 in any fiscal year, of which not more than $100,000 may be in the form of Stock Options granted under the Stock Option Plan (the "Non-Employee Director Participation Limits"); provided however that the Non-Employee Director Participation Limits do not apply where the Company is making an initial grant to a new Non-Employee Director upon that person joining the Board;
			6)			clawback provisions; and
			7)			stock ownership guidelines provisions.


Year	Stock Options Granted	Weighted Average Securities (i.e. Shares) Outstanding	Burn Rate

2024	NIL	297,489,424	0%
2023	4,101,417	297,406,309	1.4%
2022	4,231,0001	231,348,386	1.8%



			Restricted Share Rights granted under the Restricted Share Plan vest over a three year period from the grant date



			The Restricted Share Plan contains the following important provisions:
			1)			vesting upon a Change of Control contains a double trigger provision;
			2)			the Company is prohibited from providing financial assistance in the form of a loan or otherwise to Participants under the Restricted Share Plan for the purpose of settlement of equity awards under the Restricted Share Plan;
			3)			the maximum equity value which may be granted by the Company to each Non-Employee Director under the Restricted Share Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed $150,000 in any fiscal year, which may only be granted in lieu of their cash based annual retainers (the "Non-Employee Director Participation Limits"); provided however that the Non-Employee Director Participation Limits do not apply where the Company is making an initial grant to a new Non-Employee Director upon that person joining the Board;
			4)			clawback provisions;
			5)			stock ownership guidelines provisions;
			6)			no amendment may be made to the Restricted Share Plan which increases the Non-Employee Director Participation Limit without Shareholder approval; and
			7)			no amendment may be made to the amendment provisions as to increase the ability of the Board to amend the Restricted Share Plan without Shareholder approval, without first obtaining Shareholder approval to that amendment.


Year	Restricted Share Rights Granted	Weighted Average Securities (i.e. Shares) Outstanding	Burn Rate

2024	549,500	297,489,424	0.2%
2023	557,750	297,406,309	0.2%
2022	584,267	231,348,386	0.3%



			Corporate Governance Initiatives Implemented in 2016 and 2017 in Order to Reflect Current Best Practices:
			÷			Quorum increased to 25% for shareholder meetings
			÷			CEO/Chairman roles have been separated
			÷			Clawback Policy implemented (updated in November 2023)
			÷			Robust Anti-Hedging Policy implemented
			÷			Stock Ownership Guidelines Policy for executives/directors
			÷			Formal Corporate Governance & Nominating Committee in place
			÷			Formal Compensation Committee in place
			÷			Formal Board & Committee Self-Assessment Questionnaires implemented



			Corporate Governance Matters Implemented in 2023 and 2024 in Order to Reflect Current Best Practices:
			÷			Clawback Policy updated in order to comply with new NYSE rules
			÷			Formal Sustainability Committee put in place


Director/Nominee	Independent	Reason, if not Independent

Nolan Watson	X	President and CEO
David Awram	X	Senior Executive Vice-President
David E. De Witt	ü
Andrew T. Swarthout	ü
John P.A. Budreski	ü
Mary L. Little	ü
Vera Kobalia	ü
Elif Lévesque	X	Will not be considered independent until April 15, 2026, by virtue of the terms of her former consulting relationship with Nomad


KEY AREA			SPECIFIC ITEMS ASSESSED BY THE BOARD

Board Composition			Size, proportion of independent Directors, Board talent inventory, Director selection and succession plan
Board Committees			Number of committees, effectiveness of committees, scope of activities, communication with the Board
Board Leadership Structure and Dynamics			Participation, discussion, tone at the top, use of available skills, teamwork and disagreements
Board Information and Communication			Pre-meeting information, in-meeting information, information between meetings, timeliness of Board materials, operating history and financial information, compliance information, control process information, regulatory developments, industry information, goals, objectives, strategies, long-term plans and minutes of meetings
Access to Officers, Counsel and Auditors			Accessibility of officers, communication, access to counsel and access to auditors
Meeting Process			Frequency of meetings, length of meetings, meeting locations, agenda items, conduct of meetings, allocation of Board meeting time, focus on risk issues, focus on corporate strategy, appropriateness of questions, informal discussion and executive sessions of independent Directors
Board Responsibilities and Accountability			Independent perspective, time commitment of Directors, monitoring of performance, conflicts of interest, Board role and oversight
Director Compensation			Compensation levels and compensation process


KEY AREA			SPECIFIC ITEMS ASSESSED BY THE RESPECTIVE COMMITTEE MEMBERS

Committee Meetings			Whether the respective committee meetings are conducted in a manner which ensures that their Charters/Terms of Reference are met and that there is: (a) open communication, (b) meaningful discussion; (c) timely resolution of issues; and (d) independence from management. Whether the respective committee meetings are appropriate in terms of: (a) number (regular and special); (b) length (both presentation and discussion); and (c) content.
Committee Pre-Meeting Material			Whether committee pre-meeting material is appropriate (i.e. that it is): (a) useful and relevant; (b) timely; (c) in an efficient format; and (d) in the right amount of detail.
Committee Chairs			Whether the Chair of each committee is effective in: (a) setting the committee agenda – both the annual generic agendas and individual meeting agendas; (b) running committee meetings; and (c) and providing information to the Board relative to the respective committee’s issues and initiatives.
Committee Member Comments on Specific Topics			Comments were requested from the members of each committee on the following topics: (a) the committee’s most significant accomplishment in the past year has been; (b) the committee’s most important priority going forward should be; (c) the committee’s plans for continuous improvement of its processes and role are; and (d) emerging trends the committee members feel their respective committees may have to respond to.


MSCI			MSCI creates industry-leading, research enhanced solutions that investors use to gain insight into and improve transparency across the investment process. Every year MSCI provides rankings for corporations in a wide range of industries in order to grade companies on their ESG efforts. The Company has maintained an MSCI rating of “AA” since June of 2021.
Sustainalytics			Sustainalytics’ ESG Risk Ratings measure a company’s exposure to industry-specific material ESG risks and how well a company is managing those risks. This multi-dimensional way of measuring ESG risk combines the concepts of management and exposure to arrive at an assessment of ESG risk (i.e., a total unmanaged ESG risk score or the ESG Risk Rating) that is comparable across all industries. Sustainalytics’ ESG Risk Ratings provide a quantitative measure of unmanaged ESG risk and distinguish between five levels of risk: negligible, low, medium, high and severe. Sandstorm is in the top rankings by Sustainalytics.


World Gold Council			The Company is a member of the World Gold Council, a community of members in the gold industry who are committed to responsible corporate practices. Members of the World Gold Council are required to commit to the council’s Responsible Gold Mining Principles, which outline a number of corporate responsibility measures as they relate to ESG matters. As a royalty company that does not operate mines, the Company has agreed to endorse these principles and ensure that the Company’s due diligence process reflects these commitments. The Company’s existing portfolio of royalties already includes several projects owned and operated by World Gold Council members. The Responsible Gold Mining Principles cover the following key areas: ethical conduct; understanding impacts of mining; supply chain; health and safety; human rights and conflict; labour rights; working with communities; environmental stewardship; biodiversity, land use and mine closure; and water, energy, and climate change.
UN Global Compact			The UN Global Compact aims to mobilize a global movement of sustainable companies and stakeholders by aligning their strategies and operations with the UN Global Compact’s ten principles on human rights, labour, environment and anti-corruption. To further demonstrate the Company’s commitment to incorporate the spirit of these ten principles into the Company’s corporate strategies, policies and procedures, the Company joined the United Nations Global Compact in February 2020. As a member, the Company has committed to annual reporting of the Company’s progress in aligning its operations and corporate strategy with the ten principles and to take actions that support broader UN goals.