SANDSTORM GOLD LTD — Capital/Financing Update 2012

Sep 10, 2012

6-K 1 a12-20522_16k.htm 6-K

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2012

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 o 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): o

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): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

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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. — /s/ Erfan Kazemi
Name:	Erfan Kazemi
Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description of Furnished Exhibit
99.1	Press Release dated September 7, 2012
99.2	Underwriting Agreement among the Sandstorm Gold Ltd. and Cormark Securities Inc., National Bank Financial Inc., Paradigm Capital Inc., BMO Nesbitt Burns Inc., Casimir Capital Ltd., Canaccord Genuity Corp. and TD Securities Inc.
99.3	Warrant Indenture between Sandstorm Gold Ltd. and Computershare Trust Company of Canada.

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