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TORONTO, Aug. 16, 2022 /CNW/ - Orion Mine Finance announced today that Orion Mine Finance Fund II LP ("Fund II"), a limited partnership managed by Orion Mine Finance Management II Limited, and Orion Mine Finance Fund III LP ("Fund III"), a limited partnership managed by Orion Mine Finance Management III LLC (the foregoing entities collectively, "Orion"), received an aggregate of 47,971,170 common shares of Sandstorm Gold Ltd. ("Sandstorm") in connection with the closing of the previously announced acquisition (the "Transaction") by Sandstorm of all of the issued and outstanding common shares of Nomad Royalty Company ("Nomad").

The Transaction was completed pursuant to a plan of arrangement under the Canada Business Corporations Act and closed on August 15, 2022. Sandstorm issued approximately 74.4 million common shares ("Sandstorm Shares") to former Nomad shareholders equal to an exchange ratio of 1.21 Sandstorm Shares for each common share of Nomad (each, a "Nomad Share"). Upon the completion of the Transaction, Orion received an aggregate of 47,971,170 Sandstorm Shares (comprised of 39,653,819 Sandstorm Shares issued to Fund II and 8,317,351 Sandstorm Shares issued to Fund III) in exchange for the 39,645,596 Nomad Shares that Orion held immediately before the closing of the Transaction. The 47,971,170 Sandstorm Shares that Orion received represented approximately 17.1% of issued and outstanding Sandstorm Shares immediately following the closing of the Transaction (based on there being 280,114,421 Sandstorm Shares issued and outstanding after giving effect to the Transaction). Prior to the Transaction, Orion did not hold any Sandstorm Shares or any other securities of Sandstorm. Additional details in respect of the Transaction are contained in Sandstorm's press releases dated August 15, 2022 and May 2, 2022, copies of which can be found under the SEDAR profile of Sandstorm at www.sedar.com.

Orion received the Sandstorm Shares as a result of the Transaction. Orion holds the Sandstorm Shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Sandstorm, disposing of securities of Sandstorm, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, Orion's view of Sandstorm's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Sandstorm from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Sandstorm.

This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Sandstorm at www.sedar.com. To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3497. Orion Mine Finance Management II Limited's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda. Orion Mine Finance Management III LLC's address is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808. Sandstorm's head office is located at Suite 1400 – 400 Burrard Street, Vancouver, BC, V6C 3A6.

Forward-Looking Information

Certain statements in this press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of Sandstorm. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SOURCE Orion Mine Finance Management II Limited


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