UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A

(Amendment No. 1)





| |  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



OR



| | x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2015



Commission file number:
001-35617







SandstormGoldLtd.

(Exact Name of Registrant as Specified in
its Charter)



|British Columbia, Canada                                          |  | 1041                                                     |  | Not Applicable                      
|----------------------------------------------------------------- |  | -------------------------------------------------------- |  | ------------------------------------
|(Province or other jurisdiction of
incorporation or organization) |  | (Primary Standard Industrial Classification
Code Number) |  | (I.R.S. Employer Identification No.)



Suite 1400, 400 Burrard StreetVancouver, British Columbia, Canada V6C 3A6(604) 689-0234



(Address and Telephone Number of Registrant’s
Principal Executive Offices)



C T Corporation System111 Eighth AvenueNew York, New York 10011(212) 590-9070



(Name, address (including zip code) and
telephone number (including area code) of
agent for service in the United States)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of Each Class:        |  | Name of Each Exchange On Which Registered:
|--------------------------- |  | ------------------------------------------
|Common Shares, no par value |  | NYSE MKT LLC; Toronto Stock Exchange      



Securities registered or to be registered
pursuant to Section 12(g) of the Act:None



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:Common Share Purchase Warrants, expiring November 3, 2020.



For annual reports, indicate by check mark
the information filed with this form:



|x  Annual Information Form |  | x  Audited Annual Financial Statements
|-------------------------- |  | --------------------------------------



Indicate the number
of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by
the annual report: 128,880,314 (as of December 31, 2015)





Indicate by check mark whether the Registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  x Yes   ̈ No



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit and post such files).   ̈ Yes   ̈ No




















EXPLANATORY NOTE



Sandstorm Gold Ltd. (the “Company”
or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure
system of the Exchange Act.  The Company is a “foreign private issuer” as defined in Rule 3b-4 under the
Exchange Act.  Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and
16 of the Exchange Act pursuant to Rule 3a12-3.



The Company is filing this Amendment No.
1 on Form 40-F/A (“Amendment No. 1”) to its Annual Report on Form 40-F for the year ended December 31, 2015 originally
filed with the Securities and Exchange Commission on March 30, 2016 (the “Original Form 40-F”) in order to:



1. Revise the discussion under the heading
“Controls and Procedures” in the Original Form 40-F regarding the effectiveness of the Company’s disclosure controls
and procedures and internal control over financial reporting as of December 31, 2015.



2. Revise the discussion under the headings
“Disclosure Controls and Procedures” and “Management’s Report on Internal Control Over Financial
Reporting” in Management’s Discussion and Analysis for the Year Ended December 31, 2015 (the “MD&A”)
regarding the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting.
The MD&A was originally filed as Exhibit 99.2 to the Original Form 40-F and formed part of the Annual Report for the Year Ended
December 31, 2015 (the “Annual Report”). Because Exhibit 99.2 also included the Company’s audited financial statements
for the fiscal year ended December 31, 2015 in the Annual Report filed with the Original Form 40-F, such financial statements are
again included in the revised Exhibit 99.2 to this Amendment No. 1. Such financial statements are identical to those filed as part
of Exhibit 99.2 in the Original Form 40-F.



This Amendment No. 1 includes the revised
Form 40-F, the revised Exhibit 99.2, new certifications of the Company’s Chief Executive Officer and Chief Financial Officer
pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and a new consent from Deloitte LLP in respect of the independent
auditor’s March 30, 2016 reports.



Except as set forth above, this Amendment
No. 1 does not modify or update any other disclosures in the Original Form 40-F. The disclosures in this Amendment No. 1 do not
reflect events occurring after the date of the Original Form 40-F. Accordingly, this Amendment No. 1 should be read in conjunction
with the Registrant’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original
Form 40-F, as information in such filings may update or supersede certain information contained in those filings as well as in
this Amendment No. 1.



FORWARD-LOOKING STATEMENTS





This annual report on
Form 40-F and the exhibits attached hereto and incorporated herein may contain “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Exchange
Act, the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange
Commission (“SEC”), all as may be amended from time to time.  Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the
Company or industry results to differ materially from any future results, performance or achievements expressed or implied by such
forward-looking statements.



Statements that are not
historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of
forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “project,” “may,” “will,” “would,”
“could,” “should,” “might,” “seeks,” “budget”, “scheduled to”
or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion
of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the
PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions
investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important
assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements
with respect to the Company include, without limitation: the impact of general business and economic conditions; the absence of
control over mining operations from which Sandstorm Gold will purchase gold and other metals or from which it will receive royalty
payments and risks related to those mining operations, including risks related to international operations, government and environmental
regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions
of economic evaluations and changes in project parameters as plans continue to be refined; problems inherent to the marketability
of gold and other precious and non-precious metals; industry conditions, including fluctuations in the price of the primary commodities
mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting
existing tax legislation or enacting new tax legislation in a way which adversely affects Sandstorm Gold; stock market volatility;
competition; as well as those factors discussed in the section entitled “Risk Factors” in the Company’s annual
information form for the year ended December 31, 2015 (the “AIF”) attached as Exhibit 99.1 
to this annual report on Form 40-F and incorporated by reference herein.



Forward-looking information
in this annual report on Form 40-F and the exhibits attached hereto include, among other things, disclosure regarding: Sandstorm
Gold’s existing 132 Gold Streams plus its royalties, of which 19 of the underlying mines are producing, as well as its future
outlook and the mineral reserve and mineral resource estimates for the Santa Elena Mine, Chapada Mine and the Diavik Mine (each,
as defined in Exhibit 99.1). Forward-looking information is based on assumptions management believes to be reasonable,
including but not limited to the continued operation of the mining operations from which Sandstorm Gold will purchase gold and
other precious metals, no material adverse change in the market price of commodities, that the mining operations will operate in
accordance with their public statements and achieve their stated production outcomes, and such other assumptions and factors as
set out therein.



Although the Company believes
that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual
results could differ materially from a projection or assumption in any of its forward-looking statements. The Company’s future
financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks
and uncertainties. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking statements
contained in this annual report on Form 40-F are made only as of the date hereof.  The forward-looking statements contained
in the exhibits incorporated by reference into this annual report on Form 40-F are made only as of the respective dates set forth
in such exhibits.  The Company does not have, or undertake, any obligation to update or revise any forward-looking statements
whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.





1







NOTE TO UNITED STATES READERS -
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES



The Company is permitted,
under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance
with Canadian disclosure requirements, which are different from those of the United States.  The Company is also subject to
Canadian auditing and auditor independence standards.



The Company prepares its
financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board, including the report of the independent registered public accounting firm with respect thereto.  Consequently, the
Company’s financial statements may not be comparable to those prepared by U.S. companies.  The Company’s audited
financial statements (“Audited Financial Statements”) and the Company’s management’s discussion and analysis
for the year ended December 31, 2015 (the “MD&A”) are included in the Annual Report of the Company (the “Annual
Report”) which is attached hereto as Exhibit 99.2 to this annual report on Form 40-F.



CURRENCY



Unless otherwise indicated,
all dollar amounts in this annual report on Form 40-F are in United States dollars.  The exchange rate of United States
dollars into Canadian dollars, on December 31, 2015 based upon the noon rate as published by the Bank of Canada, was U.S.
$1.00=CDN$ 1.3840.  The exchange rate of United States dollars into Canadian dollars, on March 29, 2016 based upon the noon
rate as published by the Bank of Canada, was U.S. $1.00=CDN$1.3154.



RESOURCE AND RESERVE ESTIMATES



The Company’s AIF,
attached as Exhibit 99.1 to this annual report on Form 40-F, and the Annual Report, attached as Exhibit 99.2
to this annual report on Form 40-F, have been prepared in accordance with the requirements of the securities laws in effect
in Canada, which differ from the requirements of United States securities laws.  Unless otherwise indicated, all resource
and reserve estimates included in the AIF and the Annual Report have been prepared in accordance with the Canadian Institute of
Mining, Metallurgy and Petroleum (“CIM”) - Definition Standards adopted by CIM Council (the “CIM Definition Standards”)
which were incorporated by reference in the Canadian Securities Administrators’ National Instrument 43-101 Standards of
Disclosure for Mineral Projects(“NI 43-101”) which is a rule developed by Canadian Securities Administrators
that established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral
projects.  The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve”
are Canadian mining terms as defined in accordance with NI 43-101 and the CIM standards.  These definitions differ from the
definitions in SEC Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act.



In addition, the terms
“mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred
mineral resource” are defined in and required to be disclosed by NI 43-101 and the CIM standards; however, these terms are
not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed
with the SEC.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever
be converted into reserves.  “Inferred mineral resources” have a great amount of uncertainty as to their existence,
and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred
mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources
may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  Investors are cautioned not to assume
that all or any part of an inferred mineral resource exists or is economically or legally mineable.  Disclosure of “contained
ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers
to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without
reference to unit measures.



Accordingly, information
contained in this annual report on Form 40-F and the portions of documents incorporated by reference herein containing descriptions
of the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.





2







CONTROLS AND PROCEDURES



Disclosure Controls and Procedures





At the end of the period covered by this
annual report on Form 40-F, an evaluation was carried out under the supervision and with the participation of the Company’s
management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the
effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) under
the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this
annual report on Form 40-F, as a result of a material weakness in internal control over financial reporting, the Company’s
disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company
in reports that it files or submits to the SEC under the Exchange Act was recorded, processed, summarized and reported within the
time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s
reports filed under the Exchange Act was accumulated and communicated to the Company’s management, including the CEO and
the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.



Management’s Annual Report on Internal Control
over Financial Reporting



The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting
as defined in National Instrument 52-109 in Canada and in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The
Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in
accordance with generally accepted accounting principles.



The Company’s management,
including its CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will
prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.



Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design
of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls
may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.



With the participation
of the CEO and CFO, management conducted an evaluation of the design and operation of the Company’s internal control over
financial reporting as of December 31, 2015, following the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). This evaluation included review of the
documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation. In connection with the assessment, management identified a material weakness relating to
the review control over the impairment of long-lived assets and because of this material weakness management concluded that we
did not maintain effective internal control over financial reporting as of December 31, 2015. A material weakness is a deficiency,
or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material
weakness could have resulted in a material misstatement related to the understatement of impairment expense and overstatement
of mineral interests in the annual consolidated financial statement as at and for the year ended December 31, 2015. These misstatements
were corrected prior to the issuance of the consolidated financial statements and therefore, there were no misstatements in the
Company’s current or prior period consolidated financial statements. The Company has certified the above in its annual filings
with both the U.S. Securities and Exchange Commission on Form 40-F as required by the United States Sarbanes-Oxley Act and with
Canadian securities regulatory authorities. In response to the identified material weakness, management is taking specific actions
to address the material weakness. The enhancements included the following: (i) the Company had hired an additional resource to
assist in its evaluation of the Company’s financial reporting; and (ii) the Company has engaged an external search firm
to assist in the hiring of a further additional resource to assist in the documentation and review of its internal controls. Remediation
will require that changed or new controls operate for a sufficient period of time such that effectiveness of those changes is
demonstrated with an appropriate amount of consistency. As the Company implements these plans, management may determine that additional
steps may be necessary.





3







Management’s annual
report on internal control over financial reporting (the “Report”) is included with the Audited Financial Statements
which are included in the Annual Report attached as Exhibit 99.2 to this annual report on Form 40-F.



Attestation Report of the Independent Registered Public
Accounting Firm



The Company’s Independent
Registered Public Accounting Firm has issued an attestation report on the Company’s internal control over financial reporting
as of December 31, 2015 included with the Audited Financial Statements which are included in the Annual Report attached as Exhibit 99.2
to this annual report on Form 40-F.



Changes in Internal Control over Financial Reporting



Other than as
disclosed above, during the period covered by this annual report on Form 40-F, no changes occurred in the
Company’s internal control over financial reporting that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.



REGULATION BTR



The Company was not required
by Rule 104 of Regulation BTR to send any notice to its directors and executive officers during the fiscal year ended December 31,
2015 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.



AUDIT COMMITTEE



Identification



The Company has a separately-designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The Audit Committee
is comprised of three individuals: David E. De Witt (Chair), John P.A. Budreski, and Andrew T. Swarthout.  In the opinion
of the Company’s Board of Directors (“Board”), each of the members of the Audit Committee is financially sophisticated
and independent, as such terms are defined by the NYSE MKT listing standards applicable to the Company and as determined under
Rule 10A-3 of the Exchange Act.



Audit Committee Financial Experts



The Board has determined
that each of John P.A. Budreski, David E. De Witt and Andrew T. Swarthout is an audit committee financial expert under the applicable
criteria prescribed by the NYSE MKT and the SEC in the general instructions of Form 40-F.



The SEC has indicated
that the designation of a person as an audit committee financial expert does not make such person an “expert” for any
purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member
of the Audit Committee and Board in the absence of such designation, or affect the duties, obligations or liability of any other
member of the Audit Committee or Board.



Audit Committee Charter



The Company’s audit
committee charter is attached as an exhibit to the AIF, available for review on the Company’s website at www.sandstormgold.comand in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s
Corporate Secretary.





4







CODE OF ETHICS



The Company’s Board
has adopted a Code of Conduct and Ethics (the “Code”) that applies to all directors, officers and employees of the
Company.  The Code addresses the items required to be included in a “code of ethics” as set forth in paragraph
9(b) of General Instruction B of Form 40-F, as well as various other topics.



The Code is available
on SEDAR at www.sedar.com, on the SEC website at www.sec.gov, and on the Company’s website at www.sandstormgold.com.
  The Company will provide a copy of the Code in print without charge to any shareholder that provides the Company with a
written request addressed to the Company’s Corporate Secretary.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



Deloitte LLP acted as
the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2015.  For a
description of the total amount billed to the Company by Deloitte LLP for services performed in the last two financial years by
category of service (audit fees, audit related fees, tax fees and all other fees), see “Audit Committee - External Auditor
Service Fees” on page 83 of the AIF, which is attached as Exhibit 99.1to this annual report on Form 40-F
and incorporated by reference herein.



For a description of the
Company’s pre-approval policies and procedures related to the provision of non-audit services, see “Audit Committee
- Pre-Approval Policies and Procedures” on page 83 of the AIF, which is attached as Exhibit 99.1 to this annual
report on Form 40-F and incorporated by reference herein.



OFF-BALANCE SHEET ARRANGEMENTS



The Company does not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The following table lists
as of December 31, 2015 information with respect to the Company’s known contractual obligations:



|Contractual Obligations     |  | Total |             |  | Less than 1 Year |  |           | 1 to 3 Years |  |  | 3 to 5 Years |  |  | More than 5 Years |           
|--------------------------- |  | ----- | ----------- |  | ---------------- |  | --------- | ------------ |  |  | ------------ |  |  | ----------------- | ----------
|Long-Term Debt Obligations  |  | $     | 83,500,000  |  |                  |  |           |              |  |  |              |  |  |                   | 83,500,000
|Interest Payments1          |  | $     | 16,463,125  |  |                  |  | 4,703,750 |              |  |  | 9,407,500    |  |  |                   | 2,351,875 
|Operating Lease Obligations |  | $     | 3,319,108   |  |                  |  | 635,152   |              |  |  | 1,177,021    |  |  |                   | 1,155,369 
|Purchase Obligations        |  | $     |             |  |                  |  |           |              |  |  |              |  |  |                   |           
|Other Long-Term Liabilities |  | $     |             |  |                  |  |           |              |  |  |              |  |  |                   |           
|Total                       |  | $     | 103,282,233 |  |                  |  | 5,338,902 |              |  |  | 10,584,521   |  |  |                   | 87,007,244

1As
the applicable interest rates are floating in nature, the interest charges are estimated based on market-based forward interest
rate curves at the end of the reporting period.



The Company is a resource-based
Company that acquires gold streams from companies that have advanced stage development projects or operating mines.  Gold
streams are acquired by entering into gold streaming agreements which provide that in return for making a one-time up-front payment,
the Company receives the right to purchase, at a fixed price per unit, a percentage of a mine’s production for the life
of the mine.  Accordingly, the Company’s purchase commitments with respect to each gold stream are not based on time
periods, such as less than 1 year or 1 to 3 years, but rather continue for the life of the mine.  Furthermore, in connection
with the Company’s various gold streams, certain payments are advanced to companies as their mining projects are advanced.
These payments are subject to certain funding conditions and are not based on time periods. For a description of the purchase
commitments of the Company, see “Contractual Obligations” and “Note 15 - Contractual Obligations” on pages 26
and 74, respectively, of the Annual Report attached as Exhibit 99.2to this annual report on Form 40-F and incorporated
by reference herein.





5







MINE SAFETY DISCLOSURE



Not applicable.



CORPORATE GOVERNANCE



As a Canadian corporation
listed on NYSE MKT, the Company is not required to comply with most of the NYSE MKT corporate governance standards, so long as
it complies with Canadian corporate governance practices. However, pursuant to NYSE MKT rules, the Company must disclose the significant
differences between its corporate governance practices and those required to be followed by U.S. domestic issuers under NYSE MKT’s
corporate governance standards.



NYSE MKT’S quorum
requirement provides that a quorum for a shareholder meeting of a NYSE MKT-listed company must be at least 33-1/3% of the issued
and outstanding common shares of the company.  The Company instead follows applicable Canadian laws with respect to quorum
requirements. The Company’s articles provide that the quorum requirement for a shareholder meeting shall be one person present
or represented by proxy.



The Company reviews its
governance practices and monitors developments in Canada and the United States on an ongoing basis to ensure it is in compliance
with applicable rules and standards.  The board is committed to sound corporate governance practices which are both in
the interest of its shareholders and contribute to effective and efficient decision making.



ADDITIONAL INFORMATION



Additional information
relating to the Company, including the Audited Financial Statements, and MD&A and the AIF, can be found on SEDAR at www.sedar.com,
on the SEC website at www.sec.gov or on the Company’s website at www.sandstormgold.com. Shareholders may also
contact the Company’s Corporate Secretary by phone at (604) 689-0234 or by e-mail at info@sandstormLTD.com to request copies
of these documents and this annual report on Form 40-F for no charge.



UNDERTAKING



The Company undertakes
to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly,
when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



CONSENT TO SERVICE OF PROCESS



The Company has previously
filed with the SEC a written consent to service of process and power of attorney on Form F-X.  Any change to the name
or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X
referencing the file number of the Company.



6







SIGNATURES



Pursuant to the requirements
of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly authorized.



|                       | SANDSTORM GOLD LTD.
|---------------------- | -------------------
|                       |                    
|                       |                    
|                       | By:                
|                       | Name:              
|Date: December 7, 2016 | Title:             





7







EXHIBIT INDEX



|Exhibit |  | Description                                                                                                                                                                                                                                         
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                     
|**99.1  |  | Annual Information Form for the year ended December 31, 2015                                                                                                                                                                                        
|99.2    |  | Annual Report for the year ended December 31, 2015, which includes Management’s Discussion and Analysis for the fiscal year ended December 31, 2015 and Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2015
|99.2    |  | Printer Friendly Copy                                                                                                                                                                                                                               
|99.3    |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                                   
|99.4    |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                      
|99.5    |  | Consent of Deloitte LLP, Independent Registered Public Accounting Firm                                                                                                                                                                              
|**99.6  |  | Consent of Ramon Mendoza Reyes                                                                                                                                                                                                                      
|**99.7  |  | Consent of William Wulftange                                                                                                                                                                                                                        
|**99.8  |  | Consent of Keith Laskowski                                                                                                                                                                                                                          
|*99.9   |  | Code of Conduct and Ethics(incorporated herein by reference to Exhibit 99.6 of the Company’s Annual Report on Form 40-F for the year ended December 31, 2013 and filed with the SEC on March 11, 2014)                                              



*Not filed herewith, but incorporated herein
by reference.



**Previously filed with the Original Form
40-F on March 30, 2016.





8