Sandstorm Gold Announces the Acquisition of Common Shares and Warrants of Premier Royalty

Sandstorm Gold Announces the Acquisition of Common Shares and Warrants of 
Premier Royalty 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/29/13 -- Sandstorm
Gold Ltd. ("Sandstorm" or the "Company") (NYSE MKT:SAND)(TSX:SSL) is
pleased to announce that it has entered into a share purchase
agreement (the "Agreement") with Premier Gold Mines Ltd. ("Premier
Gold") to acquire common shares (the "Common Shares") and warrants
(the "Warrants") of Premier Royalty Inc. ("Premier Royalty").
Sandstorm has purchased 33,655,821 Common Shares, representing
approximately 43.2% of the currently issued and outstanding shares of
Premier Royalty, and 6,965,676 Warrants, each exercisable to acquire
one common share of Premier Royalty at a price of CAD$2.00. Of the
Warrants, 5,508,176 expire on December 4, 2016 (subject to expiry
acceleration provisions) and 1,457,500 expire on October 7, 2014.  
Pursuant to the terms of the Agreement, Sandstorm will issue Premier
Gold 5,604,277 special warrants (subject to the approval of the
Toronto Stock Exchange) each being exercisable into one common share
of Sandstorm. Sandstorm has also provided Premier Gold with a
temporary six month credit facility up to US$70 million, which will
bear interest at a 0.3% premium to the interest rate that the Company
would be charged by its lenders if funds were drawn from its
revolving debt facility.  
Sandstorm's President and CEO Nolan Watson commented, "Premier
Royalty has a base of existing royalties and a strong team that is
capable of growth through accretive acquisitions. Owning a
significant interest in Premier Royalty gives Sandstorm continued
exposure to smaller stream and royalty acquisitions, allowing
Sandstorm's team to focus on transactions that are material to our
shareholders. Today's acquisition is the beginning of a strategic
relationship between Sandstorm and Premier Royalty, one that we
believe will be beneficial to shareholders of both companies."  
The Agreement contains a top up provision whereby if Sandstorm
acquires 100% of the remaining issued and outstanding securities of
Premier Royalty on or before the 18 month anniversary of the
execution of the Agreement (the "Subsequent Acquisition") and the
average price of the securities of Premier Royalty purchased through
the Subsequ
ent Acquisition is greater than the per unit price paid by
Sandstorm under the Agreement, Sandstorm must pay Premier Gold an
amount that is equal to the difference between the per unit price
paid under the Agreement, and the average price of the voting
securities of Premier Royalty that Premier Gold would have received
if Premier Gold sold the Common Shares and Warrants to Sandstorm
pursuant to the Subsequent Acquisition.  
The acquisition of the Common Shares and Warrants by Sandstorm was
effected for investment purposes. Sandstorm may from time to time
acquire additional securities of Premier Royalty, dispose of some or
all of the existing or additional securities it holds or will hold,
or may continue to hold its current position. An early warning
report, as required under National Instrument 62-103, containing
additional information with respect to the foregoing matters will be
filed by the Company on Premier Royalty's SEDAR profile at 
Sandstorm Gold Ltd. is a gold streaming company. Sandstorm provides
upfront financing for gold mining companies that are looking for
capital. In return, Sandstorm receives a gold streaming agreement.
This agreement gives Sandstorm the right to purchase a percentage of
the life of mine gold produced, at a fixed price. Sandstorm is a
non-operating gold mining company with a portfolio of nine gold
streams, five of which are producing gold, and three NSR royalties.
Sandstorm plans to grow and diversify its low cost production profile
through the acquisition of additional gold streams.  
Sandstorm is focused on low cost operations with excellent
exploration potential and strong management teams. Sandstorm has
completed gold purchase or royalty agreements with Brigus Gold Corp.,
Colossus Minerals Inc., Donner Metals Ltd., Luna Gold Corp., Magellan
Minerals Ltd., Metanor Resources Inc., Mutiny Gold Ltd., Santa Fe
Gold Corp., SilverCrest Mines Inc., Rambler Metals and Mining plc and
Solitario Exploration & Royalty Corp.  
For more information visit: 
This press release contains "forward-looking statements", within the
meaning of the U.S. Securities Act of 1933, the U.S. Securities
Exchange Act of 1934, the Private Securities Litigation Reform Act of
1995 and applicable Canadian securities legislation, concerning the
business, operations and financial performance and condition of
Sandstorm Gold Ltd. ("Sandstorm"). Forward-looking statements
include, but are not limited to, statements with respect to the
future price of gold, the estimation of mineral reserves and
resources, realization of mineral reserve estimates, the timing and
amount of estimated future production. Forward-looking statements can
generally be identified by the use of forward-looking terminology
such as "may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "continue", "plans", or similar terminology.  
Forward-looking statements are made based upon certain assumptions
and other important factors that, if untrue, could cause the actual
results, performances or achievements of Sandstorm to be materially
different from future results, performances or achievements expressed
or implied by such statements. Such statements and information are
based on numerous assumptions regarding present and future business
strategies and the environment in which Sandstorm will operate in the
future, including the price of gold and anticipated costs. Certain
important factors that could cause actual results, performances or
achievements to differ materially from those in the forward-looking
statements include, amongst others, gold price volatility,
discrepancies between actual and estimated production, mineral
reserves and resources and metallurgical recoveries, mining
operational and development risks relating to the parties which
produce the gold Sandstorm will purchase, regulatory restrictions,
activities by governmental authorities (including changes in
taxation), currency fluctuations, the global economic climate,
dilution, share price volatility and competition.   
Forward-looking statements are subject to known and unknown risks,
uncertainties and other important factors that may cause the actual
results, level of activity, performance or achievements of Sandstorm
to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: the impact
of general business and economic conditions, the absence of control
over mining operations from which Sandstorm will purchase gold and
risks related to those mining operations, including risks related to
international operations, government and environmental regulation,
actual results of current exploration activities, conclusions of
economic evaluations and changes in project parameters as plans
continue to be refined, risks in the marketability of minerals,
fluctuations in the price of gold, fluctuation in foreign exchange
rates and interest rates, stock market volatility, as well as those
factors discussed in the section entitled "Risks to Sandstorm" in
Sandstorm's annual report for the financial year ended December 31,
2011 available at Although Sandstorm 
has attempted to
identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such statements
will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. Sandstorm does not undertake to update
any forward looking statements that are contained or incorporated by
reference, except in accordance with applicable securities laws.  
Neither the TSX Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Exchange) accepts
responsibility for the adequacy or accuracy of this release. 
Sandstorm Gold Ltd.
Nolan Watson
President & Chief Executive Officer
(604) 689-0234 
Sandstorm Gold Ltd.
Denver Harris
Investor Relations Contact
(604) 628-1178
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