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Form 6-K SANDSTORM GOLD LTD For: Jun 28

June 28, 2016 7:57 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2016

Commission File Number: 001-35617

 

 

Sandstorm Gold Ltd.

(Translation of registrant’s name into English)

 

 

Suite 1400 – 400 Burrard Street

Vancouver, British Columbia

V6C 3A6 Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ¨            Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

Explanatory Note

The exhibits to this report on Form 6-K shall be incorporated by reference into this report and are hereby incorporated by reference into and as exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-206476) under the Securities Act of 1933, as amended or supplemented.


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

        SANDSTORM GOLD LTD.
Date: June 28, 2016    

/s/ Erfan Kazemi

    Name:   Erfan Kazemi
    Title:   Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Consent of Cassels Brock & Blackwell LLP.
99.2    Consent of Borden Ladner Gervais LLP.
   The exhibits to this Report on Form 6-K shall be incorporated by reference into this report and are hereby incorporated by reference into and as exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-206476) under the Securities Act of 1933, as amended or supplemented.

Exhibit 99.1

CONSENT OF CASSELS BROCK & BLACKWELL LLP

We consent to the use of and reference to our firm name and opinion under the heading “Certain Canadian Federal Income Tax Considerations” and to the reference to our firm name on pages ii and iii, and under the headings “Enforceability of Certain Civil Liabilities”, “Legal Matters” and “Interest of Experts” in the prospectus supplement to the short form base shelf prospectus forming a part of the Registration Statement on Form F-10 (Registration No. 333-206476), as amended, filed by Sandstorm Gold Ltd. with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”). By giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under the Act, or the rules and regulations promulgated thereunder.

CASSELS BROCK & BLACKWELL LLP

/s/ “Cassels Brock & Blackwell LLP”

Vancouver, Canada

June 28, 2016

Exhibit 99.2

 

Borden Ladner Gervais LLP

1200 Waterfront Centre

200 Burrard St, P.O. Box 48600

Vancouver, BC, Canada V7X 1T2

T 604.687.5744

F 604.687.1415

blg.com

  LOGO

June 28, 2016

Re: Sandstorm Gold Ltd. – Registration Statement on Form F-10

We refer to the prospectus supplement to the short form base shelf prospectus forming a part of the registration statement on Form F-10 (File No. 333-206476), as amended (the “Registration Statement”) to be filed by Sandstorm Gold Ltd. (the “Corporation”) with the U.S. Securities and Exchange Commission.

We hereby consent to all references to this firm in the Registration Statement, including the references to our name on page iii, under the heading “Legal Matters” and under the heading “Interests of Experts”.

Yours truly,

/s/ Borden Ladner Gervais LLP

 

Lawyers | Patents & Trade-mark Agents

Borden Ladner Gervais LLP is an Ontario Limited Liability

Partnership



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