Sandstorm and Mariana Announce Recommended Combination to Create Leading Mid-Tier Streaming Company

VANCOUVER, April 26, 2017

Highlights of the Combination

• The Combination is expected to create a leading mid-tier stream and royalty company (the "Combined Group"), delivering significant benefits to shareholders of Mariana and Sandstorm. The Combined Group will have:
  
  
• A diversified portfolio of 155 streams and royalties including 20 producing, 23 development-stage, 26 advanced exploration-stage and 86 exploration-stage assets (the "Stream and Royalty Portfolio"). Of the projects that make up the Stream and Royalty Portfolio, 63% are located in North America, 19% in South America, 12% in Asia, 3% in Africa and 3% in Australia.
  
  
• A 30% incorporated joint venture interest ("JV") in the high-grade, gold-copper, development-stage Hot Maden project in northeast Turkey ("Hot Maden"). Sandstorm intends to move from the current position of equity participation in the JV to converting the Combined Group's interest into a gold stream, providing the potential to more than double attributable gold equivalent production once in full operation. At present the Combined Group has not begun soliciting interest in a conversion transaction and intends to conduct such solicitation in the future after Hot Maden has undergone several de-risking and value creating milestones. 
  
  
• Hot Maden is expected to be a straightforward, low capital cost project with estimated initial construction capital requirements of US$169 million (US$51 million attributed to the 30% JV interest). The high-grade nature of the orebody and its wide mineralized zones provide the potential for a low cost mining operation, with estimated all-in sustaining costs of less than US$400 per ounce gold-equivalent, which if achieved would lead to significant cash flow generation from the project. 
  
  
• Hot Maden will continue to be managed by Turkish company Lidya Madencilik Sanayi ve Ticaret A.S. ("Lidya"), the 70% JV partner at Hot Maden. Lidya is an experienced Turkish company and is part of Çalık Holding, a Turkish conglomerate with several business lines including energy, telecommunication, finance, construction, textiles and mining. Lidya is currently partnered with Alacer Gold Corp. on the producing Çöpler mine and the development-stage Gediktepe and Kartaltepe projects in Turkey.
  
  
• An interest in the remaining exploration properties of Mariana with a focus on gold, silver and associated metals in Côte d'Ivoire, Turkey, and Argentina (the "Exploration Properties"). Following completion of the Combination, Sandstorm intends to spin-out the Exploration Properties into a separate company (the "SpinCo"), with the Combined Group retaining royalty interests over the Exploration Properties and equity in the SpinCo.
  
  
• Following the Combination, the Combined Group will maintain a strong balance sheet with significant available liquidity from its US$110 million revolving credit facility and strong cash flow from operations to fund Sandstorm's ongoing strategy of future stream and royalty acquisitions. The Combined Group will also have a portfolio of equity and debt investments in other mining companies which is intended to be monetized to support the Combined Group's ongoing acquisition strategy in due course.
  
  
• Cash currently remaining in the Mariana Group of approximately US$5 million as at April 25, 2017, being the last Business Day before the date of this Announcement, which is expected to be sufficient to fund Mariana's ongoing pro rata share of development programmes and cash calls for the Hot Maden JV until January 2018 as well as furthering exploration as prioritised in Mariana's area of focus.
  
  
• Superior market liquidity for Mariana Shareholders. Over the last 15 months, the daily dollar trading volume of Sandstorm has averaged approximately US$10 million between the NYSE MKT and TSX.
  
  
• Experienced management team which has completed more than US$2 billion in stream and royalty transactions. On completion of the Combination, Nolan Watson will be President and Chief Executive Officer of the Combined Group and Glen Parsons will continue to manage the Exploration Properties furthering the advancement up the development curve.

Commenting on today's announcement, Nolan Watson, President and Chief Executive Officer of Sandstorm said:

"We believe that, by combining Mariana and Sandstorm and converting the Hot Maden JV interest into a gold stream, we can unlock the inherent value of Hot Maden and deliver the optimal outcome for shareholders without incurring further equity dilution to finance the interest in Hot Maden. We believe that Hot Maden is a unique asset with a robust cash flow profile and will be an anchor gold stream asset that has the potential to more than double Sandstorm's attributable gold equivalent production once in full operation. We are confident in Lidya as the operating partner at Hot Maden and we look forward to watching the project advance towards production and the mineralization expand through continued exploration.

The Combination is expected to transform the Combined Group into a leading mid-tier streaming and royalty company and our focus will be growth by acquisition with the primary objective being to add streams and royalties on quality projects with exploration upside, with the balance of Mariana's exploration portfolio contributing to this. We believe that we are well positioned to continue to execute on our growth plans with significant available liquidity from our US$110 million revolving credit facility and a portfolio of equity and debt investments in other mining companies that we plan to monetize."

Commenting on today's announcement, John Horsburgh, Non-Executive Chairman of Mariana said:

"The independent directors recommend that Mariana Shareholders approve this Combination. The Combination with a company such as Sandstorm not only de-risks Mariana's exposure as a single development/production asset company but provides a stronger diverse platform and ability to finance the development of the 30% owned high grade gold-copper discovery at Hot Maden in Turkey. The terms of the Combination represent a significant and attractive premium to the market price of Mariana Shares. The Consideration includes a cash consideration amount and a new Sandstorm share consideration amount component that provides an opportunity for Mariana Shareholders to participate in the upside of Hot Maden, as it advances to production, as well as exposure to the existing Mariana Exploration Properties and the Combined Group's streaming and royalty portfolio. The independent directors have also taken into account the high liquidity of Sandstorm Shares in arriving at this recommendation."