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 February, 2024

Commission File Number: 001-35617

Sandstorm Gold Ltd.

(Translation of registrant’s name into English)

Suite 3200 - 733 Seymour Street

Vancouver, British Columbia

V6B 0S6 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   ☒

Incorporation By Reference

Exhibits 99.1 (Annual Report for the year ended December 31, 2023, which includes Management’s Discussion and Analysis for the fiscal year ended December 31, 2023 and Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2023) to this report of Sandstorm Gold Ltd. (the “Company”) on Form 6-K is hereby incorporated by reference into this report and is hereby incorporated by reference into and as an exhibit to the Company’s Registration Statement on Form F-10 (File No. 333-267554), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Annual Report for the year ended December 31, 2023, which includes Management's Discussion and Analysis for the fiscal year ended December 31, 2023 and Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2023
99.2	Consent of PricewaterhouseCoopers LLP
101	Interactive Data Files (formatted as Inline XBRL)
104	Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)

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: February 15, 2024	By:	/s/ Erfan Kazemi
		Name: Erfan Kazemi
		Title: Chief Financial Officer