THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONNECTION WITH THE PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING NOMAD ROYALTY COMPANY LTD. AND SANDSTORM GOLD LTD.

IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL IN A TIMELY MANNER TO THE DEPOSITARY IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. THE DEPOSITARY OR YOUR FINANCIAL AND/OR LEGAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed or submitted to the Depositary. If you have any questions or require more information with regard to the procedures for completing this Letter of Transmittal, please contact the Depositary Toll Free (North America) at 1- 800-564-6253 or Outside of North America at 514-982-7555. You can email the Depositary at corporateactions@computershare.com.

LETTER OF TRANSMITTAL

FOR COMMON SHARES

OF

NOMAD ROYALTY COMPANY LTD.

TO:

COMPUTERSHARE INVESTOR SERVICES INC. (the "Depositary" or

"Computershare")

AND TO:

NOMAD ROYALTY COMPANY LTD. ("Nomad")

AND TO:

SANDSTORM GOLD LTD. ("Sandstorm")

This letter of transmittal ("Letter of Transmittal") is for use by registered holders ("Registered Shareholders") of common shares in the capital of Nomad ("Nomad Shares") in connection with the proposed plan of arrangement (the "Plan of Arrangement") pursuant to section 192 of the Canada Business Corporations Act (the "Arrangement") involving Nomad and Sandstorm. Pursuant to the Arrangement, Sandstorm will acquire all of the issued and outstanding Nomad Shares. If the Arrangement is completed, Registered Shareholders as of the Effective Time (other than any Registered Shareholder who has validly exercised its dissent rights) who have properly completed, duly executed and delivered this Letter of Transmittal and all other required documents, including the certificate(s) and/or, as applicable, copies of direct registration system advice(s) ("DRS Advice") representing such holders' Nomad Shares, to the Depositary will receive, in exchange for each of their Nomad Shares, 1.21 common shares in the capital of Sandstorm (each whole share, a "Sandstorm Share"), all as set forth in further detail in the management information circular of Nomad dated July 11, 2022 (the "Circular").

The Arrangement is subject to, among other things, the approval of the holders of Nomad Shares (the "Shareholders") as of the Record Date at the special meeting (the "Meeting") scheduled to be held on August 9, 2022 (or any adjournment or postponement thereof), and, if approved, the Arrangement is currently expected to be completed in the third quarter of 2022 (subject to receipt of the required court and regulatory approvals).

Copies of the Circular, Arrangement Agreement and Plan of Arrangement may be accessed under Nomad's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. You are encouraged to read the Circular in its entirety.

All Registered Shareholders must complete Box C. Each U.S. Person (as defined below) should complete and submit IRS Form W-9 in Box G. See Instruction 6. Each Registered Shareholder who provides an address in Box A or Box Bthat is located within the United States or any territory or possession thereof and is not a U.S. Person should complete and submit the appropriate IRS Form W-8. See Instruction 6. If you require a Form W-8, please contact the Depositary.

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Completion of the Arrangement is subject to the satisfaction or waiver of certain conditions. No Sandstorm Shares will be issued to Shareholders prior to the effective time of the Arrangement (the "Effective Time"), as set forth in the Plan of Arrangement.

This Letter of Transmittal is for use by Registered Shareholders only and is not to be used by beneficial holders of Nomad Shares (the "Beneficial Shareholders"). A Beneficial Shareholder does not have Nomad Shares registered in its name; rather, such Nomad Shares are registered in the name of a broker, investment dealer, bank, trust company, nominee or other intermediary (each, an "Intermediary") through which it purchased the shares or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. If you are a Beneficial Shareholder, you should contact your Intermediary for instructions and assistance in depositing your Nomad Shares and receiving the Consideration for such Nomad Shares, as well as any Dividends (as defined below).

In no event shall any holder of Nomad Shares be entitled to a fractional Sandstorm Share, no certificates and/or DRS Advices representing fractional Sandstorm Shares shall be issued upon the surrender for exchange of certificates and/or, as applicable, copies of DRS Advices representing Nomad Shares by Shareholders pursuant to the Plan of Arrangement. Where the aggregate Consideration to be issued to a Shareholder would result in a fraction of a Sandstorm Share being issuable, the number of Sandstorm Shares to be received by such Shareholder shall be rounded down to the nearest whole Sandstorm Share.

Former Shareholders will be entitled to receive, at the time of depositing the Nomad Shares, without interest, the amount of any dividend or other distribution declared or made after the Effective Time with respect to the Sandstorm Shares to which such holder is entitled in respect of the Sandstorm Shares to which such holder is entitled under the Arrangement, less any applicable withholdings (collectively, "Dividends"). Any such Dividends will be payable by cheque in the same currency as any dividends declared by Sandstorm, as applicable.

In order to receive the Sandstorm Shares that a Registered Shareholder is entitled to receive pursuant to the Arrangement, as well as any Dividends, Registered Shareholders are required to deposit the certificate(s) and/or, as applicable, copies of DRS Advices representing their Nomad Shares with the Depositary. A copy of this Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the certificate(s) and/or, as applicable, copies of DRS Advice(s) for Nomad Shares deposited for receipt of Sandstorm Shares pursuant to the Arrangement, as well as any Dividends.

Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Time, the undersigned will cease to be a holder of Nomad Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the Sandstorm Shares under the Arrangement, as well as any Dividends. REGISTERED SHAREHOLDERS WHO DO NOT DELIVER CERTIFICATE(S) AND/OR, AS APPLICABLE, COPIES OF DRS ADVICE(S) REPRESENTING THEIR NOMAD SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE DAY THAT IS SIX YEARS FROM THE EFFECTIVE DATE WILL LOSE THEIR RIGHT TO RECEIVE ANY CONSIDERATION FOR THEIR NOMAD SHARES AND ANY CLAIM OR INTEREST OF ANY KIND OR NATURE AGAINST SANDSTORM, NOMAD OR THE DEPOSITARY, INCLUDING WITH RESPECT TO ANY DIVIDENDS.

Delivery of this Letter of Transmittal to an address other than as set forth on the last page of this Letter of Transmittal will not constitute a valid delivery. If Nomad Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different Registered Shareholder. See Instruction 2.

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In connection with the Arrangement being considered for approval at the Meeting and in order to receive the Consideration in exchange for their Nomad Shares, the undersigned delivers to you the enclosed certificate(s) and/or, as applicable, copies of DRS Advice(s) representing the Nomad Shares (collectively, the "Deposited Nomad Shares"). The following are the details of the enclosed certificate(s) and/or, as applicable, copies of DRS Advice(s):

Certificate Number(s) and/or

Name in Which Registered

Number of Nomad Shares Deposited

DRS Advice Number

Notes:

  1. If space is insufficient, please attach a separate signed list to this Letter of Transmittal.
  2. If any of your Nomad Share certificate(s) are lost, please refer to Instruction 7 to this Letter of Transmittal.

It is understood that, upon receipt of this duly completed and signed Letter of Transmittal, the certificate(s) and/or, as applicable, copies of DRS Advice(s) representing the Nomad Shares deposited herewith together with all other required documents and following the Effective Time of the Arrangement, the Depositary will deliver to the undersigned, in accordance with the issuance and delivery instructions provided in Box A and Box Bbelow, share certificates ("Sandstorm Share Certificates") or DRS Advices representing the Sandstorm Shares to which the undersigned is entitled pursuant to the Arrangement or hold such Sandstorm Share Certificates or DRS Advices representing the Sandstorm Shares for pick-up in accordance with the instructions set out in Box Abelow, as well as the cheque(s) representing any Dividends, and any certificate or DRS Advice representing the Deposited Nomad Shares will forthwith be cancelled. If no selection is made in Box Abetween receiving Sandstorm Share Certificates and DRS Advices representing the Sandstorm Shares, then DRS Advices will be issued. If neither Box A nor Box Bis completed, DRS Advices representing the Sandstorm Shares issued in exchange for the Deposited Nomad Shares will be issued in the name of the registered holder of the Deposited Nomad Shares and it will be mailed to the address of the registered holder of the Deposited Nomad Shares as it appears on the register of Nomad, along with cheque(s) representing any Dividends.

The undersigned Registered Shareholder represents and warrants in favour of each of Nomad, Sandstorm and the Depositary that: (i) the undersigned is the registered and legal owner of the Deposited Nomad Shares, has good right and title to the rights represented by the Deposited Nomad Shares and that such Deposited Nomad Shares represent all of the Nomad Shares owned, directly or indirectly, by the undersigned; (ii) such Deposited Nomad Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, assign, transfer and deliver the Deposited Nomad Shares and that, when the Sandstorm Shares and any cheque(s) representing the Dividends are delivered, neither Nomad or Sandstorm, or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Nomad Shares; (iv) the Deposited Nomad Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Nomad Shares, to any other person; (v) the transfer of the Deposited Nomad Shares complies with all applicable laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate; (vii) at the Effective Time, Sandstorm will acquire good title to the Deposited Nomad Shares free from all mortgages, liens, charges, encumbrances, security interests, claims and equities; and (viii) the delivery of the applicable number of Sandstorm Shares, as well as any cheque(s) representing Dividends, if any, does not violate any laws applicable to the undersigned and will discharge any and all obligations of Nomad, Sandstorm and the Depositary with respect to the matters contemplated by this Letter of Transmittal and the Arrangement. These representations and warranties shall survive the completion of the Arrangement. The undersigned further acknowledges receipt of the Circular.

Except for any proxy deposited with respect to the vote on the Arrangement at the Meeting, the undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or

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otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Nomad Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Nomad Shares.

The undersigned hereby agrees to transfer, effective at the Effective Time and pursuant to the Arrangement, all right, title and interest in and to the Deposited Nomad Shares to Sandstorm and irrevocably appoints and constitutes the Depositary and any officer of Sandstorm and any other person designated by Sandstorm in writing, the lawful attorney of the undersigned, with full power of substitution (such powers of attorney, being coupled with an interest, being irrevocable) to deliver the Deposited Nomad Shares pursuant to the Arrangement and to effect the transfer of the Deposited Nomad Shares on the share register of Nomad to the extent and in the manner provided under the Arrangement.

The undersigned will, upon request, execute any signature guarantees or additional documents as may be necessary or desirable to complete the transfer of the Deposited Nomad Shares effectively to Sandstorm.

The undersigned agrees that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Deposited Nomad Shares transferred in connection with the Arrangement shall be determined by Sandstorm in its sole discretion and that such determination shall be final and binding. Sandstorm reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. Sandstorm further reserves the absolute right to waive any defects or irregularities in the deposit of any Nomad Shares. The undersigned acknowledges that there is no duty or obligation upon Nomad, Sandstorm, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Nomad Shares and no liability will be incurred by any of them for failure to give any such notice.

The undersigned hereby acknowledges that the delivery of the Deposited Nomad Shares shall be effected and the risk of loss to such Deposited Nomad Shares shall pass only upon proper receipt thereof by the Depositary.

The undersigned acknowledges that all authority conferred, or agreed to be conferred, by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal or legal representatives, successors and assigns of the undersigned.

The undersigned acknowledges that Sandstorm and/or Nomad may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to (i) stock exchanges or securities regulatory authorities, (ii) the Depositary, (iii) any of the parties to the Arrangement, (iv) legal counsel to any of the parties to the Arrangement, and (v) as otherwise required by any applicable law.

The undersigned instructs the Depositary to mail the Sandstorm Share Certificates or DRS Advices representing the Sandstorm Shares, as well as the cheque(s) representing any Dividends, promptly after the Effective Time, by first- class insured mail, postage prepaid, to the undersigned, or to hold such Sandstorm Share Certificates or DRS Advices representing the Sandstorm Shares as well as the cheque(s) representing any Dividends, for pick-up, in accordance with the instructions given in Box Abelow.

The undersigned acknowledges that if the Arrangement is completed, the delivery of Deposited Nomad Shares pursuant to this Letter of Transmittal is irrevocable. If the Arrangement is not completed or proceeded with, the enclosed certificate(s) and/or, as applicable, copies of DRS Advice(s) representing Deposited Nomad Shares, and all other ancillary documents will be returned as soon as possible to the undersigned at the address set out below in Box Aor Box B, as applicable, or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Nomad maintained by Nomad's transfer agent and registrar.

It is understood that the undersigned will not receive the Sandstorm Shares, in respect of the Deposited Nomad Shares until following the Effective Time and after certificate(s) and/or, as applicable, copies of DRS Advice(s) representing the Deposited Nomad Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and until the same are processed by the Depositary. It is understood that under no

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circumstances will any interest accrue or be paid in respect of the Deposited Nomad Shares in connection with the Arrangement, including on any Dividends.

The undersigned acknowledges that, in accordance with the Arrangement, Nomad, Sandstorm and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or deliverable to any former Shareholder under the Arrangement (including, without limitation, any payments to any Registered Shareholder who has duly and validly exercised dissent rights in respect of the Arrangement) and from all Dividends otherwise payable to any Registered Shareholder, such amounts as Nomad, Sandstorm or the Depositary, as applicable, is required to deduct and withhold, or reasonably believe to be required to deduct and withhold, with respect to such payment or delivery under any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, all such withheld amounts shall be treated for all purposes hereof as having been paid to the former Shareholder in respect of which such deduction and withholding was made on account of the obligation to make payment to such former Shareholder, provided that such withheld amounts are actually remitted to the appropriate taxing authority by or on behalf of Nomad, Sandstorm or the Depositary, as applicable. The undersigned acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential income tax consequences to it of the Arrangement.

The undersigned understands and acknowledges that the Sandstorm Shares to be received by it pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being issued in reliance on the exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act. The issuance of the Sandstorm Shares shall be exempt from, or not subject to, U.S. state securities, or "blue sky" laws. Upon issuance, the Sandstorm Shares will be transferable without restriction under the Securities Act, except by persons who are "affiliates" (as such term is defined under Rule 144 of the Securities Act) of Sandstorm as of the time of such resale, or were "affiliates" of Sandstorm within 90 days prior to such time. Persons who may be deemed to be "affiliates" of an issuer generally include individuals or entities that, directly or indirectly, control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Sandstorm Shares by an affiliate (or former affiliate) may be subject to the registration requirements of the Securities Act, absent an exemption therefrom, as more fully described in the Circular.

The foregoing discussion is only a general overview of certain requirements of United States federal securities laws applicable to the Sandstorm Shares received upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that any action taken with respect to their securities complies with applicable securities legislation, including any resale of such securities.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned shall be deemed to have required that any contract in connection with the delivery of the Nomad Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'utilisation d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat relié à l'envoi d'actions ordinaires de Nomad en vertu de l'arrangement au moyen de la présente lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

This Letter of Transmittal will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

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Nomad Royalty Company Ltd. published this content on 13 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 July 2022 20:43:02 UTC.