Sandstorm Gold : AmendedStock Option PlanSchedule A (Plan Stock Option Amended 2025)

Published: 2025-05-12 20:21:06 ET SSL.TO

Published on 05/12/2025 at 20:21

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"

APPROVED BY SHAREHOLDERS ON SEPTEMBER 12, 2008, SEPTEMBER 22, 2009,

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.

In this Plan, the following terms shall have the following meanings:

"Act" means the Business Corporations Act (British Columbia) or its successor, as amended from time to time;

"Associate" means an "Associate" as defined in the TSX Policies.

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 relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person;

"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 aanyday other thanthat is nota Saturday, Sunday or statutory holiday, when banks are generally open for business(as definedin the City ofInterpretation Act (Canada) inVancouver, 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 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;

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;

a resolution is adopted to wind-up, dissolve or liquidate the Company;

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

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 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.

"Company" means Sandstorm Gold Ltd. and its successors.., a corporation organized under the Act and includes any successor corporation thereof;

"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").

"Consultant Company" means, for an individual consultantConsultant, a corporation of which the individual consultantConsultantis an employee or shareholder, and a partnership of which the individual consultantConsultantis an employee or partner.

"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:

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

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 officersof the Company or of a Subsidiary, whether Directors or not, and includingincludes an officer of the Company or a Subsidiary, and includesboth full-time and part-time employees, of the Company or any designatedDesignatedAffiliate.

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 applicableOption 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.

"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.

"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;

"Market Price" of Shares at any Grant Date means the last closing price per Share on the Toronto Stock ExchangeTSXon 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.

"NYSE" means the New York Stock Exchange.

"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.

"Option Agreement" means an agreement, substantially in the form attached hereto as Schedule "A", whereby the Company grants to an Optionee an Option.

"Optionee" means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

"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.

"Option Shares" means the aggregate number of Shares which an Optionee may purchase under an Option.

"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;

"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;

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 thetrading.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 thetheirOption 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.

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 reissuing 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:

Disclaimer

Sandstorm Gold Ltd. published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2025 at 00:20 UTC.