UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

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

OR

þANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2014

Commission file number: 001-35617

Sandstorm Gold

Sandstorm Gold Ltd.

(Exact Name of Registrant as Specified
in its Charter)



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



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

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

C T Corporation System
111 Eighth Avenue
New 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:None

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

|þ Annual Information Form |  | þAudited
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: 117,478,182 (as of December 31, 2014)

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.  þ 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.

FORWARD-LOOKING STATEMENTS

This annual report
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 precious metals 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
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, 2014 (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 ten gold streams plus its 59 royalties as well as its future outlook and the mineral reserve and
mineral resource estimates for the Aurizona Mine, Santa Elena Mine, Black Fox Mine and the Bachelor Lake 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 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.









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 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
of financial condition and results of operations for the year ended December 31, 2014 (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, 2014 based upon the noon rate as published by the Bank of Canada,
was U.S. $1.00=CDN$1.1601.  The exchange rate of United States dollars into Canadian dollars, on March 17, 2015 based upon
the noon rate as published by the Bank of Canada, was U.S. $1.00=CDN$1.2769.

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 on May 10, 2014 (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.  Under
SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves,
the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental
analysis or report must be filed with the appropriate governmental authority.

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.









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, the Company’s disclosure controls and procedures were 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 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, 2014, 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. Based on this evaluation, management concluded in its report that the Company’s internal control over
financial reporting was effective as of December 31, 2014.

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 have issued an attestation report on the Company’s internal control over financial
reporting as of December 31, 2014 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

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, 2014 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: John P.A. Budreski, David E. De Witt (Chair) 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.

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, 2014.  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 95 of the AIF, which is attached as Exhibit 99.1to this annual report 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 94 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, 2014 information with respect to the Company’s known contractual obligations:



|Contractual Obligations             |   | Total     |  | Less than 1Year |  | 1 to 3Years |  | 3 to 5Years |  | More than 5Years | 
|----------------------------------- | - | --------- |  | --------------- |  | ----------- |  | ----------- |  | ---------------- | 
|Long-Term Debt Obligations          | $ |           |  |                 |  |             |  |             |  |                  | 
|Capital (Finance) Lease Obligations | $ |           |  |                 |  |             |  |             |  |                  | 
|Operating Lease Obligations         | $ | 1,299,864 |  | 644,700         |  | 655,164     |  |             |  |                  | 
|Purchase Obligations                | $ |           |  |                 |  |             |  |             |  |                  | 
|Other Long-Term Liabilities         | $ |           |  |                 |  |             |  |             |  |                  | 
|Total                               | $ | 1,299,864 |  | 644,700         |  | 655,164     |  |             |  |                  | 



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 33
and 73, respectively, of the Annual Report attached as Exhibit 99.2 to this annual report on Form 40-F and incorporated
by reference herein.

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.

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: March 17, 2015 | Title:             









EXHIBIT INDEX

|Exhibit |        | Description
|------- | ------ | -----------
|        |        |            
|        | 99.1   |            
|        | 99.2   |            
|        | 99.3   |            
|        | 99.4   |            
|        | 99.5   |            
|        | 99.6   |            
|        | 99.7   |            
|        | 99.8   |            
|        | 99.9   |            
|        | *99.10 |            
|        |        |            

*Not filed herewith, but incorporated herein
by reference.