Latest news with #Sandstorm
Yahoo
08-07-2025
- Business
- Yahoo
Sandstorm Set to be Acquired by Royal Gold in $3.5 Billion Deal
Sandstorm Gold Ltd. SAND has announced that it will enter into an agreement with Royal Gold, Inc. RGLD under which the latter will acquire all of the former's issued and outstanding common shares at an implied value of approximately $3.5 billion. The agreement entered into was a twin one with Horizon Copper Corp., which is also set to be acquired by Royal Gold through an all-cash transaction valued at approximately $196 million. The transaction is aligned with Sandstorm's focus on delivering consistent growth and value to its shareholders. For each of Sandstorm's shares, its shareholders will receive 0.0625 of a share of Royal Gold's common stock. It implies an immediate premium of 21% to Sandstorm's 20-day volume-weighted average price for the period ended July 3, 2025. Additionally, this transaction will enable shareholders' participation in the world's most diversified, large-scale precious metals streaming and royalty company. Improvement in pro-forma portfolio maturity will also benefit its equity owners with more diversification and reduced concentration of development assets. Sandstorm will get further access to institutional investors. Through a larger, diversified, gold-focused streaming and royalty company with strong liquidity, Royal Gold is also set to derive advantage from SAND's high-quality and long-life precious metals assets in mining-friendly jurisdictions. Subject to requisite approvals, the transaction is expected to close in the fourth quarter of 2025 with the exit of Sandstorm stock and Horizon stock from the TSX, NYSE and TSX-V. SAND stock has gained 85.3% over the past year compared with the industry's 49.5% growth. Image Source: Zacks Investment Research SAND currently carries a Zacks Rank #3 (Hold). Some better-ranked stocks in the Basic Materials space are Alamos Gold (AGI) and Newmont Corporation NEM. While AGI currently sports a Zacks Rank #1 (Strong Buy), NEM carries a Zacks Rank #2 (Buy). You can see the complete list of today's Zacks #1 Rank stocks here. The Zacks Consensus Estimate for AGI's 2025 earnings is pegged at $1.4 per share, indicating a rise of 75% from year-ago levels. The company's earnings beat the consensus estimate in two of the trailing four quarters while missing the rest. Its shares have gained 66.7% in the past year. The Zacks Consensus Estimate for NEM's current-year earnings is pegged at $4.33 per share, indicating a 24.43% year-over-year earnings beat the Zacks Consensus Estimate in three of the trailing four quarters and missed once, with an average surprise of 32.41%. NEM's shares have gained 40% in the past year. Want the latest recommendations from Zacks Investment Research? Today, you can download 7 Best Stocks for the Next 30 Days. Click to get this free report Newmont Corporation (NEM) : Free Stock Analysis Report Sandstorm Gold Ltd (SAND) : Free Stock Analysis Report Royal Gold, Inc. (RGLD) : Free Stock Analysis Report Alamos Gold Inc. (AGI) : Free Stock Analysis Report This article originally published on Zacks Investment Research ( Zacks Investment Research
Winnipeg Free Press
07-07-2025
- Business
- Winnipeg Free Press
Royal Gold to acquire Sandstorm Gold and Horizon Copper in a pair of deals
VANCOUVER – Royal Gold Inc. announced friendly agreements to acquire Sandstorm Gold Ltd. and Horizon Copper Corp. in a pair of deals worth a total of over $5 billion. The Denver-based company says the acquisitions will help reinforce its position as a North American gold-focused streaming and royalty company. Royal Gold chief executive Bill Heissenbuttel says the deals will create a global portfolio of precious metals interests that is unmatched in terms of asset diversification, development and organic growth potential. Under the deal with Vancouver-based Sandstorm, Royal Gold will issue 0.0625 of a Royal Gold share for each Sandstorm share. The company says the offer worth about $4.8 billion represents a 17 per cent premium to the closing price for Sandstorm shares on the New York Stock Exchange on July 3. The deal for Vancouver-based Horizon will see Royal Gold pay $2 per share in cash for the Horizon shares, representing a 72 per cent premium to the closing price of the Horizon shares on the TSX Venture Exchange on July 4. This report by The Canadian Press was first published July 7, 2025. Companies in this story: (TSX:SSL, TSXV:HCU)
National Post
07-07-2025
- Business
- National Post
Royal Gold to Acquire Sandstorm Gold and Horizon Copper and Reinforce its Position as a Leading North American Gold-Focused Streaming and Royalty Company
Article content Transactions increase Royal Gold's scale, diversification and potential for organic growth, and the strong balance sheet and cash flow of the pro forma company will position Royal Gold to grow and reinvest in precious metals Article content DENVER — Royal Gold, Inc. (NASDAQ: RGLD) (together with its subsidiaries, 'Royal Gold' or the 'Company,' 'we' or 'our') announced today its entry into agreements to acquire each of Sandstorm Gold Ltd. (TSX: SSL; NYSE: SAND) ('Sandstorm') and Horizon Copper Corp. (TSXV: HCU; OTCQB: HNCUF) ('Horizon'). Under the terms of the agreement with Sandstorm, Royal Gold will acquire 100% of the issued share capital of Sandstorm in exchange for Royal Gold shares at an exchange ratio of 0.0625 common shares of Royal Gold for each common share of Sandstorm (the 'Sandstorm Transaction'). The exchange ratio implies a premium of 21% based on the 20-day volume-weighted average price ('VWAP') and 17% based on the closing price of Sandstorm shares on the New York Stock Exchange ('NYSE') on July 3, 2025, and reflects a transaction equity value of approximately $3.5 billion. Under the terms of the agreement with Horizon, Royal Gold will acquire 100% of the issued share capital of Horizon in exchange for cash of C$2.00/share (the 'Horizon Transaction' and together with the Sandstorm Transaction, the 'Transactions'). The price per Horizon share implies a premium of 85% to the 20-day VWAP and 72% to the closing price of Horizon shares on the TSX-V on July 4, 2025, and reflects a transaction equity value of approximately $196 million. The Transactions are expected to add significantly to Royal Gold's world-class diversified portfolio of precious metal stream and royalty interests. Article content Royal Gold believes the acquisitions will provide the following benefits: Article content Immediate and meaningful revenue growth: The Transactions will contribute 40 additional producing assets to Royal Gold's portfolio, which are expected to account for between 65,000 and 80,000 gold equivalent ounces 1,2 ('GEOs') in 2025. Based on the midpoints of full year 2025 guidance from each of Royal Gold and Sandstorm, and assuming a full year of contribution at these levels, these transactions would increase 2025 GEO production by approximately 26%. Gold-dominant revenue mix: Pro forma revenue mix of approximately 87% from precious metals, with gold contributing approximately 75% of total revenue 3. Significantly diversified portfolio with limited asset concentration: The pro forma company will have the most diversified portfolio of mining assets in the streaming and royalty sector, including 80 revenue-producing assets, with no single asset expected to account for more than 13% of net asset value ('NAV') 4. Attractive long-term growth potential from a large portfolio of stream and royalty interests on development, evaluation and exploration assets: The pro forma portfolio will have 47 development assets, including the addition of high quality near-term development assets such as Platreef (Ivanhoe Mines, in construction), MARA (Glencore, in development) and Hod Maden (SSR Mining, pre-construction) and a further 266 assets in the evaluation and exploration stages, creating the potential for organic growth and significant optionality as these assets are advanced by their operators. Assets located in safe and mining-friendly jurisdictions: The distribution of the pro forma portfolio NAV is weighted towards stable and mining-friendly jurisdictions with approximately 41% from Canada and the U.S., and the remainder from countries where mining is a welcome and well-established contributor to local economies. Strong balance sheet and robust cash flow provide liquidity to reinvest and compete for the best opportunities in a competitive sector: Royal Gold expects to have a low outstanding debt balance and modest debt to EBITDA at closing. This financial strength will position Royal Gold to continue to grow and compete for the largest transactions in the sector. Increased size and liquidity provide appeal to a broader investor base: Increased scale is anticipated to enhance the attractiveness of Royal Gold to institutional investors as a leading North American precious metals streaming and royalty company. Attractive transactions provide benefits to all shareholders: Upon completion of the Transactions, Royal Gold shareholders will own approximately 77% and Sandstorm shareholders will own approximately 23% of the combined company. The Transactions provide immediate NAV per share accretion to Royal Gold shareholders; a material premium, near-term cash flow per share accretion and ownership in a larger and more liquid company to Sandstorm shareholders; and a material cash premium and liquidity for Horizon shareholders. Value creation through simplification of inter-company structure: The combination of Sandstorm and Horizon will convert a greater proportion of stream and royalty earnings into equity free cash flow, foregoing the need for more complex counterparty structures, particularity for the Hod Maden and Antamina interests. Article content 'I am pleased to announce these acquisitions, which fit our strategic goal of acquiring high-quality and long-life precious metals assets in mining-friendly jurisdictions,' Article content commented Bill Heissenbuttel, President and CEO of Royal Gold. Article content 'Upon completion of these transactions, Royal Gold will remain firmly positioned as a leading North American precious metal streaming and royalty company. Royal Gold has a 40+ year history of consistently executing a strategy of disciplined growth in gold, and the addition of the Sandstorm and Horizon assets will create a global portfolio of precious metals interests that is unmatched in terms of asset diversification, development and organic growth potential, and exploration optionality. These characteristics will position Royal Gold as the go-to vehicle for investors seeking precious metals exposure in the U.S. marketplace, and we welcome Sandstorm shareholders to participate in the formation of the premier growth company in our sector.' Article content President & CEO of Sandstorm, Nolan Watson, commented, 'Today is a significant milestone for Sandstorm and its shareholders, marking the beginning of an exciting new chapter. Over the past 15 years, we've built a company that has not only delivered consistent growth and value but has helped shape the royalty sector through innovation. This transaction rewards Sandstorm shareholders in the near term while also offering a compelling opportunity to own a large-scale, world-class streaming and royalty company with continued upside potential. Joining forces with Royal Gold will amplify the strengths of Sandstorm's portfolio and unlock new opportunities for our shareholders as we create a truly extraordinary royalty company.' Erfan Kazemi, President & CEO of Horizon, commented, 'Since its creation in 2022, Horizon's unique position as a junior company holding a world-class copper portfolio has offered shareholders a remarkable investment opportunity. Backed by strong cash flows from our interest in Antamina and the continued progress made by our operating partners at Hod Maden and Oyu Tolgoi, Horizon has been one of the best-performing junior copper stocks over the last 12 months. The significant cash premium to Horizon's valuation is indicative of the incredible value that underlies Horizon's asset base.' 1 Gold equivalent ounces, or GEOs, is calculated by the Company as revenue for a period divided by the average gold price for that same period. 2 Based on Sandstorm's guidance provided in a press release dated May 6, 2025; excludes incremental contribution from Horizon due to lack of internal guidance or available third-party estimates. 3 Assuming a full year contribution in 2025 and metal prices of $3,025/ounce for gold, $32.95 per ounce for silver and $4.20 per pound of copper. 4 Average of available consensus NAV estimates as of June 25, 2025. Overview of Pro Forma Portfolio Upon completion of the transactions, Royal Gold will be an industry-leading precious metals streaming and royalty company with enhanced scale and liquidity, while remaining nimble enough to compete across the streaming and royalty industry in accretive ways. Royal Gold's portfolio will comprise 393 streams and royalties, largely focused on the Americas, with 80 cash-flowing assets and 47 in development. The company will remain precious metals focused, with its 2025 revenue mix expected to be approximately 87% precious metals, and gold contributing approximately 75% of total revenue. Longer-term, Royal Gold is expected to maintain or exceed this concentration of precious metals revenue. The company will be well capitalized, generating significant free cash flow, and the combined portfolio is well-positioned for cash flow growth from its robust development pipeline. Article content Royal Gold will host one of the most diversified streaming and royalty portfolios in the world while benefiting from built-in optionality from high-quality assets. Below are details of the top 10 assets by NAV within the pro forma portfolio. For more details of the pro forma portfolio, including full stream and royalty terms, refer to and Article content Mount Milligan is a large-scale, open-pit copper and gold mine located in north-central British Columbia operated by an indirect subsidiary of Centerra Gold Inc. In production since 2014, the project has a 60,000 tonne per day flotation processing plant and a reserve life through to 2036, with a pre-feasibility study underway to define the long-term outlook of the mine. The operator's 2025 production guidance is 165,000–185,000 ounces of gold and 50–60 million pounds of copper. Royal Gold holds the right to purchase 35% of the payable gold for ongoing payments of $435 per ounce and 18.75% of the payable copper for ongoing payments equal to 15% of the copper spot price, subject to a cost support agreement that will provide additional cash purchase prices for gold and copper deliveries in three periods, which are defined by gold and copper deliveries. Royal Gold also holds a 5% free cash flow royalty interest on Mount Milligan that will become payable after the earlier of reaching certain gold and copper delivery thresholds or January 1, 2036, potentially increasing to 10% after reaching additional gold and copper delivery thresholds. Article content Pueblo Viejo Article content Located in the central part of the Dominican Republic, Pueblo Viejo is an open-pit gold mine owned by a joint venture between Barrick Gold Corporation and Newmont Corporation. In production since 2013, the mine completed construction of a plant expansion in 2024, which is currently ramping up to target throughput levels. Royal Gold holds the right to purchase 7.5% of Barrick's interest in payable gold produced until 990,000 ounces have been delivered, and 3.75% thereafter. Royal Gold also holds the right to purchase 75% of Barrick's interest in payable silver from Pueblo Viejo until 50 million ounces are delivered, and 37.5% thereafter. Royal Gold currently makes ongoing payments of 30% of both the spot price of gold and silver per ounce delivered, which will increase to 60% after reaching certain gold and silver delivery thresholds. Barrick's 2025 production guidance is 370,000–410,000 ounces of gold for its interest in Pueblo Viejo (silver production guidance is not provided), and Barrick expects production to average of 800,000 ounces of gold per year (100% basis) to the mid-2040's. Article content Cortez Article content The Cortez Complex, operated by Barrick Gold Corporation and held within the Nevada Gold Mines joint venture, is a series of large, open-pit and underground mines with oxide milling and heap leach processing facilities situated on the Cortez-Battle Mountain trend of Nevada. The operator's 2025 production guidance is 680,000–765,000 ounces of gold with a longer-term outlook of between 750,000–1.1 million ounces annually over the next five years. Royal Gold owns various royalty interests on the Cortez Complex across producing operations, development projects, and several exploration targets on a large land package. Several of these royalty interests overlap in certain areas, creating multiple effective royalty rates across the Cortez Complex. Royal Gold will hold an additional sliding scale net smelter returns ('NSR') royalty of 2.25% at current metal prices on the Robertson development project acquired through the Sandstorm Transaction. Article content Andacollo is an open-pit copper mine and milling operation located in central Chile, operated by Compañía Minera Teck Carmen de Andacollo, a 90% owned subsidiary of Teck Resources Lt. Gold is produced as a by-product of copper production. Teck expects Andacollo to produce 35,000–39,000 ounces of gold in 2025, with the mine plan to transition to higher-grade ore and copper production through to 2027. Gold and copper grades have been relatively positively correlated at Andacollo. Royal Gold holds the right to purchase 100% of payable gold (at a fixed payability factor of 89%) from Andacollo until 900,000 ounces have been delivered, and 50% thereafter, for ongoing payments equal to 15% of the monthly average gold price. Article content Khoemac au Article content Khoemac au is a copper-silver mine located in the Kalahari copper belt in northwestern Botswana, owned and operated by a subsidiary of MMG Limited. The Khoemac au operation consists of mechanized underground mines producing from the Zone 5 orebody and a sulfide ore flotation plant producing a copper-silver concentrate product at Boseto. Royal Gold holds the right to purchase 100% of the payable silver produced from an area of interest that includes the Zone 5 mines and the Mango NE deposits until the delivery of 40 million ounces, and 50% thereafter, for ongoing payments of 20% of the spot price of silver. MMG expects Zone 5 silver production of 1.3 to 1.5 million ounces in 2025, and is expecting long-term annual average silver production of 1.8 to 2.0 million ounces over a 20+ year mine life. MMG is currently advancing a feasibility study for expansion of the Khoemac au mine, which may increase production from the Zone 5 mines and new production from the Mango NE deposits. Article content Wassa is an underground gold mine operated by Chifeng Jilong Gold Mining Co. ('Chifeng') and located in the Western Region of Ghana. The mine started as an open pit operation in 1998, and the underground operation began in 2017. Chifeng expects 2025 production of approximately 200,000 ounces of gold, with most ore mined from underground sources. The mine has a reserve life through 2028, and Chifeng is currently advancing work to upgrade inferred resources for inclusion in a mine plan that could extend the mine life into the 2040's. Royal Gold owns the right to purchase 10.5% of the payable gold produced from Wassa for an ongoing payment of 20% of the spot gold price until the delivery of 240,000 ounces, after which the stream rate will drop to 5.5% of payable gold for an ongoing payment of 30% of the spot gold price. Article content Antamina Article content Antamina is an open-pit copper mine located in the Andes mountain range of Peru and is considered the world's fourth-largest copper mine on a copper equivalent basis 5. Antamina is operated by Compañia Minera Antamina, an entity jointly owned by Glencore plc, BHP Billiton plc, Teck Resources Limited, and Mitsubishi Corporation. The mine has been in consistent production since 2001, and for 2025, annual production is expected to be 335,000–400,000 tonnes of copper (on a 100% basis). In 2024, According to Teck, Antamina received approval for the Modification of Environmental Impact Assessment ('MEIA') allowing for an investment of approximately $2 billion to extend operations at Antamina through to 2036. The MEIA contemplates an increase in processing capacity to up to 208,000 tonnes per day, which is approximately a 40% increase from current levels. Antamina mineral resources are expected to support a multi-decade mine life producing high-grade copper. Through the Transactions, Royal Gold will hold a 1.66% net profits interest in the Antamina mine. Article content MARA Article content MARA is a brownfields copper-gold project located in Argentina that ranks as one of the lowest capital-intensive copper projects in the world, owing to the existing Alumbrera processing plant and associated infrastructure located nearby. Owner and operator, Glencore plc, estimates MARA will produce approximately 200,000 tonnes of copper equivalent per year with a mine life exceeding 20 years. Once operational, MARA is expected to be in the top 25 global copper producers. Through the Sandstorm Transaction, Royal Gold will hold an option to convert an existing 0.25% NSR royalty to a 20% gold stream for ongoing payments equal to 30% of the spot price of gold for a maximum payment of $225 million, which would be paid in tranches over the course of project construction. Article content Hod Maden Article content Hod Maden is a high-grade gold-copper project located in northeastern Turkey. According to the operator, SSR Mining Inc., the project's critical path items—principally, road and tunnel construction—are advancing as they work towards a formal investment decision. Based on a 2021 feasibility study, the project is expected to produce an average of 195,000 gold equivalent ounces per year for an initial 13-year mine life. Through the Transactions, Royal Gold will hold a 2.0% NSR royalty and a 30% non-operating interest in the Hod Maden project, and Royal Gold will be required to fund its 30% share of project costs. Article content Platreef Article content Platreef is a multi-phase development project in South Africa, currently under construction by Ivanhoe Mines Ltd. According to Ivanhoe, Phase 1 is expected to commence production in late 2025 and, once all three phases are complete, Platreef is expected to be the world's largest platinum group metals mine with total possessing capacity of approximately 10.7 million tonnes per year. Through the Sandstorm Transaction, Royal Gold will hold the right to purchase 37.5% of payable gold from Platreef until 131,250 ounces are delivered, and then 30% of payable gold until 256,980 cumulative ounces are delivered for ongoing payments of $100 per ounce. Article content Board of Directors and Special Committee Recommendations Article content The Boards of Directors of Royal Gold and Sandstorm and a special committee comprised solely of independent directors of Sandstorm (the 'Sandstorm Special Committee'), after receiving external legal and financial advice, have determined that the Sandstorm Transaction is in the best interests of Royal Gold and Sandstorm, respectively. Article content Additionally, the Boards of Directors of Royal Gold and Horizon and a special committee comprised solely of independent directors of Horizon (the 'Horizon Special Committee'), after receiving external legal and financial advice, have determined that the Horizon Transaction is in the best interests of Royal Gold and Horizon, respectively. Article content Accordingly, the Boards of Directors of Royal Gold, Sandstorm, and Horizon recommend that shareholders vote in favor of the Transactions. Article content The Sandstorm Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the 'Sandstorm Arrangement Agreement'). Under the terms of the Sandstorm Arrangement Agreement, Sandstorm shareholders will receive 0.0625 common shares of Royal Gold for each Sandstorm share held, implying a 21% premium based on the 20-day VWAP of the Sandstorm Shares, and a 17% premium based on the closing price of Sandstorm Shares on the NYSE on July 3, 2025. Article content At closing of the Sandstorm Transaction, Royal Gold expects to issue an aggregate of approximately 19 million common shares to Sandstorm shareholders, and following completion of the Sandstorm Transaction, existing Sandstorm shareholders will own approximately 23% of the issued and outstanding common shares of Royal Gold on a fully diluted basis. Article content The Sandstorm Transaction will be subject to the approval of 66 2/3% of the votes cast by shareholders of Sandstorm at a special meeting (the 'Sandstorm Meeting') and the approval of a simple majority of the votes cast by shareholders of Sandstorm at the Sandstorm Meeting excluding votes cast by senior officers and directors, as required under Multilateral Instrument 61-101. In addition, Royal Gold will require approval by a simple majority of the votes cast by Royal Gold shareholders at a special meeting (the 'Royal Gold Meeting'). The full details of the Sandstorm Transaction will be described in Sandstorm's management information circular and Royal Gold's proxy statement to be prepared in accordance with applicable securities laws. Article content The completion of the Sandstorm Transaction is subject to customary closing conditions, as well as the approvals by Royal Gold and Sandstorm's shareholders described above, the approval of the Supreme Court of British Columbia, completion of the Horizon Transaction (which can be waived by Royal Gold in its sole discretion), the listing of shares of Royal Gold's stock to be issued in the transaction on Nasdaq, and regulatory clearances or approvals. Article content Summary of Horizon Transaction Article content The Horizon Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the 'Horizon Arrangement Agreement'). Under the terms of the Horizon Arrangement Agreement, Horizon shareholders will receive C$2.00 for each Horizon Share held, implying a 85% premium to the 20-day VWAP of the Horizon Shares, and a 72% premium to the closing price of Horizon Shares on the TSX-V on July 4, 2025. Article content The Horizon Transaction will be subject to the approval of 66 2/3% of the votes cast by shareholders of Horizon at a special meeting (the 'Horizon Meeting'). Sandstorm, as well as the senior officers and directors of Horizon and certain additional Horizon shareholders, which collectively control 54% of the total basic common shares of Horizon, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Horizon Transaction, subject to certain conditions. Additionally, the Horizon Transaction will be subject to the approval of a simple majority of the votes cast by shareholders of Horizon at the Horizon Meeting excluding votes cast by Sandstorm, senior officers, and directors as required under Multilateral Instrument 61-101. The full details of the Horizon Transaction will be described in Horizon's management information circular to be prepared in accordance with applicable securities laws. Article content The completion of the Horizon Transaction is subject to customary closing conditions, as well as the approval by Horizon's shareholders described above, the approval of the Supreme Court of British Columbia, completion of the Sandstorm Transaction (which can be waived by Royal Gold in its sole discretion), and regulatory clearances or approvals. Article content The Transactions are expected to close in the fourth quarter of 2025. Article content Advisors Article content Scotiabank is serving as lead financial advisor and McCarthy Tétrault LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Richards, Layton & Finger, P.A. are serving as legal advisors to Royal Gold. Raymond James Ltd is also acting as financial advisor to Royal Gold. Article content BMO Capital Markets is serving as lead financial advisor and Cassels Brock & Blackwell LLP and Crowell & Moring LLP are serving as legal advisors to Sandstorm and its Board of Directors. National Bank of Canada is serving as lead financial advisor and Fasken Martineau DuMoulin LLP is serving as legal advisor to the Sandstorm Special Committee. CIBC World Markets Inc. is also acting as financial advisor to the Sandstorm Special Committee. Article content Fort Capital Partners is serving as lead financial advisor and Gowlings WLG is serving as legal advisor to Horizon and its Board of Directors. Cormark Securities Inc. is also acting as financial advisor to Horizon. Article content Royal Gold is a high margin, mid-capitalization company that generates strong cash flows from a large and well-diversified portfolio of precious metal streams, royalties and similar production-based interests located in mining-friendly jurisdictions. Royal Gold shares trade under the symbol 'RGLD' and provide growth, value and income investors with exposure to the metals and mining industry. The Company's website is located at Article content Note: Article content A joint conference call with management of Royal Gold and Sandstorm to review the proposed transactions will be held on Monday, July 7, 2025, at 10:00 am Eastern Time (8:00 am Mountain Time, 7:00 am Pacific Time). The call will be webcast and archived on the Company's website for a limited time. Article content Forward-Looking Statements: Article content This press release includes 'forward-looking statements' and 'forward-looking information' within the meaning of applicable securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like 'will,' 'may,' 'could,' 'should,' 'would,' 'believe,' 'estimate,' 'expect,' 'anticipate,' 'plan,' 'forecast,' 'potential,' 'intend,' 'continue,' 'project,' or negatives of these words or similar expressions. Forward-looking statements include, among others, statements regarding the following: plans and expectations with respect to the Transactions; the results, effects, benefits and synergies of the Transactions; the expected timetable for completing the Transactions; future growth and opportunities for the combined company; the anticipated impact of the Transactions on the combined company's results of operations, financial position, growth opportunities and competitive position; guidance, projections and any other statements regarding Royal Gold's, Sandstorm's or Horizon's future expectations, beliefs, plans, objectives, or assumptions; operators' expected operating and financial performance and other anticipated developments relating to their properties and operations, including production, deliveries, environmental and feasibility studies, technical reports, mine plans, capital requirements, liquidity and capital expenditures; anticipated liquidity, capital resources, financing, and stockholder returns; borrowings and repayments under Royal Gold's revolving credit facility; and prices for gold, silver, copper and other metals. Article content Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the following: the possibility that shareholders of Royal Gold may not approve the issuance of new shares of Royal Gold common stock in the Sandstorm Transaction or that security holders of Sandstorm or Horizon may not approve the Transactions; the risks that a condition to closing of the Transactions may not be satisfied, that a party may terminate an arrangement agreement or that the closing of the Transactions might be delayed or not occur at all; delays or adverse decisions regarding regulatory approval of the Transactions; potential adverse reactions or changes to business or employee relationships of Royal Gold, Sandstorm or Horizon, including those resulting from the announcement or completion of the Transactions; the diversion of management time on Transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Royal Gold, Sandstorm and Horizon; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; changes in the price of gold, silver, copper or other metals; operating activities or financial performance of properties on which the Royal Gold, Sandstorm or Horizon hold stream or royalty interests, including variations between actual and forecasted performance, operators' ability to complete projects on schedule and as planned, operators' changes to mine plans and mineral reserves and mineral resources (including updated mineral reserve and mineral resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, other adverse government or court actions, or operational disruptions; changes of control of properties or operators; contractual issues involving stream or royalty agreements; the timing of deliveries of metals from operators and subsequent sales of metal; risks associated with doing business in foreign countries; increased competition for stream and royalty interests; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; adverse economic and market conditions; effects of health epidemics and pandemics; changes in laws or regulations governing Royal Gold, Sandstorm, Horizon, operators or operating properties; changes in management and key employees; and other factors described in Royal Gold's reports filed with the U.S. Securities and Exchange Commission (the 'SEC'), including Item 1A, Risk Factors of Royal Gold's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and in the reports filed by Sandstorm and Horizon with the SEC and on SEDAR+, as applicable. Most of these factors are beyond the parties' ability to predict or control. Other unpredictable or unknown factors not discussed in this press release could also have material adverse effects on forward-looking statements. Article content Forward-looking statements speak only as of the date on which they are made. Each of Royal Gold, Sandstorm and Horizon disclaims any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements. Article content Statement Regarding Third-Party Information: Article content Certain information provided in this press release, including information about historical production, production estimates, property descriptions, and property developments, was provided to us by the operators of the relevant properties or is publicly available information filed by these operators with applicable securities regulatory bodies, including the Securities and Exchange Commission. Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for the accuracy, completeness or fairness of any such third-party information and refers the reader to the public reports filed by the operators for information regarding those properties. Article content No Offer or Solicitation: Article content Communications in this press release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Article content Important Additional Information and Where to Find It: Article content In connection with the proposed Transactions, Royal Gold, Sandstorm and Horizon intend to file materials with the SEC and on SEDAR+, as applicable. Royal Gold plans to file proxy materials with the SEC in connection with the solicitation of proxies for Royal Gold's special meeting of shareholders (the 'Royal Gold Special Meeting'). Prior to the Royal Gold Special Meeting, Royal Gold will file a definitive proxy statement (the 'Royal Gold Proxy Statement'), together with a proxy card. Sandstorm intends to file a management information circular (the 'Sandstorm Circular') on SEDAR+ in connection with the solicitation of proxies to obtain Sandstorm shareholder approval of the Sandstorm Transaction. Horizon intends to file a management information circular (the 'Horizon Circular') on SEDAR+ in connection with the solicitation of proxies to obtain Horizon shareholder approval of the Horizon Transaction. This press release is not a substitute for the Royal Gold Proxy Statement, the Sandstorm Circular, the Horizon Circular, or for any other document that Royal Gold, Sandstorm or Horizon may file with the SEC or on SEDAR+ and/or send to their respective security holders in connection with the proposed Transactions. INVESTORS AND SECURITYHOLDERS OF ROYAL GOLD, SANDSTORM AND HORIZON ARE URGED TO CAREFULLY AND THOROUGHLY READ THE ROYAL GOLD PROXY STATEMENT, THE SANDSTORM CIRCULAR, AND THE HORIZON CIRCULAR, RESPECTIVELY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY ROYAL GOLD, SANDSTORM, AND/OR HORIZON WITH THE SEC OR ON SEDAR+ WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ROYAL GOLD, SANDSTORM, HORIZON, THE PROPOSED TRANSACTIONS, THE RISKS RELATED THERETO, AND RELATED MATTERS. Article content Securityholders of Royal Gold, Sandstorm, and Horizon will be able to obtain, free of charge, copies of the Royal Gold Proxy Statement, Sandstorm Circular, and Horizon Circular, as each may be amended from time to time, and other relevant documents filed by Royal Gold, Sandstorm, and/or Horizon with the SEC or on SEDAR+ (when they become available) through the website maintained by the SEC at or at as applicable. Copies of documents filed with the SEC by Royal Gold will be available, free of charge, from Royal Gold's website at under the 'Investor Resources' tab or by contacting Royal Gold at (303) 573-1660 or InvestorRelations@ Copies of documents filed on SEDAR+ by Sandstorm will be available free of charge from Sandstorm's website at under the 'Investors' tab or by contacting Sandstorm at (844) 628-1164 or info@ Copies of documents filed on SEDAR+ by Horizon will be available free of charge from Horizon's website at under the 'Investors' tab or by contacting Horizon at (604) 336-8189 or info@ Article content Certain Information Regarding Participants: Article content Royal Gold, Sandstorm, Horizon and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be 'participants' (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Royal Gold shareholders in connection with the Royal Gold Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Royal Gold Proxy Statement and other materials to be filed with the SEC in connection with the Royal Gold Special Meeting. Information relating to the foregoing can also be found in Royal Gold's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 13, 2025, and Royal Gold's definitive proxy statement for its 2025 annual meeting of stockholders filed with the SEC on April 4, 2025. To the extent the holdings of Royal Gold's directors and executive officers in Royal Gold's securities have changed since the amounts described in the April 4, 2025 proxy statement, such changes have been reflected in the following Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Change in Ownership on Form 4 filed with the SEC with respect to the Company: Form 4, filed by William Heissenbuttel on April 22, 2025; Form 3, filed by Mark Isto on May 27, 2025; and Form 4, filed by Paul Libner on June 10, 2025. These filings can be found at the SEC's website at Article content Article content . Information regarding the executive officers and directors of Sandstorm and Horizon is included in their respective management information circulars for their 2025 shareholder meetings filed on SEDAR+ on April 22, 2025 and May 1, 2025, respectively. More detailed and updated information regarding the identity of participants in the solicitation and their direct or indirect interests (by security holdings or otherwise), will be set forth in the Royal Gold Proxy Statement and other materials to be filed with the SEC or on SEDAR+. These documents can be obtained free of charge from the sources indicated above. Article content Article content Article content Article content Article content Article content
Business Wire
07-07-2025
- Business
- Business Wire
Royal Gold to Acquire Sandstorm Gold and Horizon Copper and Reinforce its Position as a Leading North American Gold-Focused Streaming and Royalty Company
DENVER--(BUSINESS WIRE)-- Royal Gold, Inc. (NASDAQ: RGLD) (together with its subsidiaries, 'Royal Gold' or the 'Company,' 'we' or 'our') announced today its entry into agreements to acquire each of Sandstorm Gold Ltd. (TSX: SSL; NYSE: SAND) ('Sandstorm') and Horizon Copper Corp. (TSXV: HCU; OTCQB: HNCUF) ('Horizon'). Under the terms of the agreement with Sandstorm, Royal Gold will acquire 100% of the issued share capital of Sandstorm in exchange for Royal Gold shares at an exchange ratio of 0.0625 common shares of Royal Gold for each common share of Sandstorm (the 'Sandstorm Transaction'). The exchange ratio implies a premium of 21% based on the 20-day volume-weighted average price ('VWAP') and 17% based on the closing price of Sandstorm shares on the New York Stock Exchange ('NYSE') on July 3, 2025, and reflects a transaction equity value of approximately $3.5 billion. Under the terms of the agreement with Horizon, Royal Gold will acquire 100% of the issued share capital of Horizon in exchange for cash of C$2.00/share (the 'Horizon Transaction' and together with the Sandstorm Transaction, the 'Transactions'). The price per Horizon share implies a premium of 85% to the 20-day VWAP and 72% to the closing price of Horizon shares on the TSX-V on July 4, 2025, and reflects a transaction equity value of approximately $196 million. The Transactions are expected to add significantly to Royal Gold's world-class diversified portfolio of precious metal stream and royalty interests. Highlights of the Acquisitions Royal Gold believes the acquisitions will provide the following benefits: Immediate and meaningful revenue growth: The Transactions will contribute 40 additional producing assets to Royal Gold's portfolio, which are expected to account for between 65,000 and 80,000 gold equivalent ounces 1,2 ('GEOs') in 2025. Based on the midpoints of full year 2025 guidance from each of Royal Gold and Sandstorm, and assuming a full year of contribution at these levels, these transactions would increase 2025 GEO production by approximately 26%. Gold-dominant revenue mix: Pro forma revenue mix of approximately 87% from precious metals, with gold contributing approximately 75% of total revenue 3. Significantly diversified portfolio with limited asset concentration: The pro forma company will have the most diversified portfolio of mining assets in the streaming and royalty sector, including 80 revenue-producing assets, with no single asset expected to account for more than 13% of net asset value ('NAV') 4. Attractive long-term growth potential from a large portfolio of stream and royalty interests on development, evaluation and exploration assets: The pro forma portfolio will have 47 development assets, including the addition of high quality near-term development assets such as Platreef (Ivanhoe Mines, in construction), MARA (Glencore, in development) and Hod Maden (SSR Mining, pre-construction) and a further 266 assets in the evaluation and exploration stages, creating the potential for organic growth and significant optionality as these assets are advanced by their operators. Assets located in safe and mining-friendly jurisdictions: The distribution of the pro forma portfolio NAV is weighted towards stable and mining-friendly jurisdictions with approximately 41% from Canada and the U.S., and the remainder from countries where mining is a welcome and well-established contributor to local economies. Strong balance sheet and robust cash flow provide liquidity to reinvest and compete for the best opportunities in a competitive sector: Royal Gold expects to have a low outstanding debt balance and modest debt to EBITDA at closing. This financial strength will position Royal Gold to continue to grow and compete for the largest transactions in the sector. Increased size and liquidity provide appeal to a broader investor base: Increased scale is anticipated to enhance the attractiveness of Royal Gold to institutional investors as a leading North American precious metals streaming and royalty company. Attractive transactions provide benefits to all shareholders: Upon completion of the Transactions, Royal Gold shareholders will own approximately 77% and Sandstorm shareholders will own approximately 23% of the combined company. The Transactions provide immediate NAV per share accretion to Royal Gold shareholders; a material premium, near-term cash flow per share accretion and ownership in a larger and more liquid company to Sandstorm shareholders; and a material cash premium and liquidity for Horizon shareholders. Value creation through simplification of inter-company structure: The combination of Sandstorm and Horizon will convert a greater proportion of stream and royalty earnings into equity free cash flow, foregoing the need for more complex counterparty structures, particularity for the Hod Maden and Antamina interests. 'I am pleased to announce these acquisitions, which fit our strategic goal of acquiring high-quality and long-life precious metals assets in mining-friendly jurisdictions,' commented Bill Heissenbuttel, President and CEO of Royal Gold. 'Upon completion of these transactions, Royal Gold will remain firmly positioned as a leading North American precious metal streaming and royalty company. Royal Gold has a 40+ year history of consistently executing a strategy of disciplined growth in gold, and the addition of the Sandstorm and Horizon assets will create a global portfolio of precious metals interests that is unmatched in terms of asset diversification, development and organic growth potential, and exploration optionality. These characteristics will position Royal Gold as the go-to vehicle for investors seeking precious metals exposure in the U.S. marketplace, and we welcome Sandstorm shareholders to participate in the formation of the premier growth company in our sector.' President & CEO of Sandstorm, Nolan Watson, commented, 'Today is a significant milestone for Sandstorm and its shareholders, marking the beginning of an exciting new chapter. Over the past 15 years, we've built a company that has not only delivered consistent growth and value but has helped shape the royalty sector through innovation. This transaction rewards Sandstorm shareholders in the near term while also offering a compelling opportunity to own a large-scale, world-class streaming and royalty company with continued upside potential. Joining forces with Royal Gold will amplify the strengths of Sandstorm's portfolio and unlock new opportunities for our shareholders as we create a truly extraordinary royalty company.' Erfan Kazemi, President & CEO of Horizon, commented, 'Since its creation in 2022, Horizon's unique position as a junior company holding a world-class copper portfolio has offered shareholders a remarkable investment opportunity. Backed by strong cash flows from our interest in Antamina and the continued progress made by our operating partners at Hod Maden and Oyu Tolgoi, Horizon has been one of the best-performing junior copper stocks over the last 12 months. The significant cash premium to Horizon's valuation is indicative of the incredible value that underlies Horizon's asset base.' 1 Gold equivalent ounces, or GEOs, is calculated by the Company as revenue for a period divided by the average gold price for that same period. 2 Based on Sandstorm's guidance provided in a press release dated May 6, 2025; excludes incremental contribution from Horizon due to lack of internal guidance or available third-party estimates. 3 Assuming a full year contribution in 2025 and metal prices of $3,025/ounce for gold, $32.95 per ounce for silver and $4.20 per pound of copper. 4 Average of available consensus NAV estimates as of June 25, 2025. Expand Overview of Pro Forma Portfolio Upon completion of the transactions, Royal Gold will be an industry-leading precious metals streaming and royalty company with enhanced scale and liquidity, while remaining nimble enough to compete across the streaming and royalty industry in accretive ways. Royal Gold's portfolio will comprise 393 streams and royalties, largely focused on the Americas, with 80 cash-flowing assets and 47 in development. The company will remain precious metals focused, with its 2025 revenue mix expected to be approximately 87% precious metals, and gold contributing approximately 75% of total revenue. Longer-term, Royal Gold is expected to maintain or exceed this concentration of precious metals revenue. The company will be well capitalized, generating significant free cash flow, and the combined portfolio is well-positioned for cash flow growth from its robust development pipeline. Royal Gold will host one of the most diversified streaming and royalty portfolios in the world while benefiting from built-in optionality from high-quality assets. Below are details of the top 10 assets by NAV within the pro forma portfolio. For more details of the pro forma portfolio, including full stream and royalty terms, refer to and Key Producing Assets Mount Milligan Mount Milligan is a large-scale, open-pit copper and gold mine located in north-central British Columbia operated by an indirect subsidiary of Centerra Gold Inc. In production since 2014, the project has a 60,000 tonne per day flotation processing plant and a reserve life through to 2036, with a pre-feasibility study underway to define the long-term outlook of the mine. The operator's 2025 production guidance is 165,000–185,000 ounces of gold and 50–60 million pounds of copper. Royal Gold holds the right to purchase 35% of the payable gold for ongoing payments of $435 per ounce and 18.75% of the payable copper for ongoing payments equal to 15% of the copper spot price, subject to a cost support agreement that will provide additional cash purchase prices for gold and copper deliveries in three periods, which are defined by gold and copper deliveries. Royal Gold also holds a 5% free cash flow royalty interest on Mount Milligan that will become payable after the earlier of reaching certain gold and copper delivery thresholds or January 1, 2036, potentially increasing to 10% after reaching additional gold and copper delivery thresholds. Pueblo Viejo Located in the central part of the Dominican Republic, Pueblo Viejo is an open-pit gold mine owned by a joint venture between Barrick Gold Corporation and Newmont Corporation. In production since 2013, the mine completed construction of a plant expansion in 2024, which is currently ramping up to target throughput levels. Royal Gold holds the right to purchase 7.5% of Barrick's interest in payable gold produced until 990,000 ounces have been delivered, and 3.75% thereafter. Royal Gold also holds the right to purchase 75% of Barrick's interest in payable silver from Pueblo Viejo until 50 million ounces are delivered, and 37.5% thereafter. Royal Gold currently makes ongoing payments of 30% of both the spot price of gold and silver per ounce delivered, which will increase to 60% after reaching certain gold and silver delivery thresholds. Barrick's 2025 production guidance is 370,000–410,000 ounces of gold for its interest in Pueblo Viejo (silver production guidance is not provided), and Barrick expects production to average of 800,000 ounces of gold per year (100% basis) to the mid-2040's. Cortez The Cortez Complex, operated by Barrick Gold Corporation and held within the Nevada Gold Mines joint venture, is a series of large, open-pit and underground mines with oxide milling and heap leach processing facilities situated on the Cortez-Battle Mountain trend of Nevada. The operator's 2025 production guidance is 680,000–765,000 ounces of gold with a longer-term outlook of between 750,000–1.1 million ounces annually over the next five years. Royal Gold owns various royalty interests on the Cortez Complex across producing operations, development projects, and several exploration targets on a large land package. Several of these royalty interests overlap in certain areas, creating multiple effective royalty rates across the Cortez Complex. Royal Gold will hold an additional sliding scale net smelter returns ('NSR') royalty of 2.25% at current metal prices on the Robertson development project acquired through the Sandstorm Transaction. Andacollo Andacollo is an open-pit copper mine and milling operation located in central Chile, operated by Compañía Minera Teck Carmen de Andacollo, a 90% owned subsidiary of Teck Resources Lt. Gold is produced as a by-product of copper production. Teck expects Andacollo to produce 35,000–39,000 ounces of gold in 2025, with the mine plan to transition to higher-grade ore and copper production through to 2027. Gold and copper grades have been relatively positively correlated at Andacollo. Royal Gold holds the right to purchase 100% of payable gold (at a fixed payability factor of 89%) from Andacollo until 900,000 ounces have been delivered, and 50% thereafter, for ongoing payments equal to 15% of the monthly average gold price. Khoemacau Khoemacau is a copper-silver mine located in the Kalahari copper belt in northwestern Botswana, owned and operated by a subsidiary of MMG Limited. The Khoemacau operation consists of mechanized underground mines producing from the Zone 5 orebody and a sulfide ore flotation plant producing a copper-silver concentrate product at Boseto. Royal Gold holds the right to purchase 100% of the payable silver produced from an area of interest that includes the Zone 5 mines and the Mango NE deposits until the delivery of 40 million ounces, and 50% thereafter, for ongoing payments of 20% of the spot price of silver. MMG expects Zone 5 silver production of 1.3 to 1.5 million ounces in 2025, and is expecting long-term annual average silver production of 1.8 to 2.0 million ounces over a 20+ year mine life. MMG is currently advancing a feasibility study for expansion of the Khoemacau mine, which may increase production from the Zone 5 mines and new production from the Mango NE deposits. Wassa Wassa is an underground gold mine operated by Chifeng Jilong Gold Mining Co. ('Chifeng') and located in the Western Region of Ghana. The mine started as an open pit operation in 1998, and the underground operation began in 2017. Chifeng expects 2025 production of approximately 200,000 ounces of gold, with most ore mined from underground sources. The mine has a reserve life through 2028, and Chifeng is currently advancing work to upgrade inferred resources for inclusion in a mine plan that could extend the mine life into the 2040's. Royal Gold owns the right to purchase 10.5% of the payable gold produced from Wassa for an ongoing payment of 20% of the spot gold price until the delivery of 240,000 ounces, after which the stream rate will drop to 5.5% of payable gold for an ongoing payment of 30% of the spot gold price. Antamina Antamina is an open-pit copper mine located in the Andes mountain range of Peru and is considered the world's fourth-largest copper mine on a copper equivalent basis 5. Antamina is operated by Compañia Minera Antamina, an entity jointly owned by Glencore plc, BHP Billiton plc, Teck Resources Limited, and Mitsubishi Corporation. The mine has been in consistent production since 2001, and for 2025, annual production is expected to be 335,000–400,000 tonnes of copper (on a 100% basis). In 2024, According to Teck, Antamina received approval for the Modification of Environmental Impact Assessment ('MEIA') allowing for an investment of approximately $2 billion to extend operations at Antamina through to 2036. The MEIA contemplates an increase in processing capacity to up to 208,000 tonnes per day, which is approximately a 40% increase from current levels. Antamina mineral resources are expected to support a multi-decade mine life producing high-grade copper. Through the Transactions, Royal Gold will hold a 1.66% net profits interest in the Antamina mine. Key Development Assets MARA MARA is a brownfields copper-gold project located in Argentina that ranks as one of the lowest capital-intensive copper projects in the world, owing to the existing Alumbrera processing plant and associated infrastructure located nearby. Owner and operator, Glencore plc, estimates MARA will produce approximately 200,000 tonnes of copper equivalent per year with a mine life exceeding 20 years. Once operational, MARA is expected to be in the top 25 global copper producers. Through the Sandstorm Transaction, Royal Gold will hold an option to convert an existing 0.25% NSR royalty to a 20% gold stream for ongoing payments equal to 30% of the spot price of gold for a maximum payment of $225 million, which would be paid in tranches over the course of project construction. Hod Maden Hod Maden is a high-grade gold-copper project located in northeastern Turkey. According to the operator, SSR Mining Inc., the project's critical path items—principally, road and tunnel construction—are advancing as they work towards a formal investment decision. Based on a 2021 feasibility study, the project is expected to produce an average of 195,000 gold equivalent ounces per year for an initial 13-year mine life. Through the Transactions, Royal Gold will hold a 2.0% NSR royalty and a 30% non-operating interest in the Hod Maden project, and Royal Gold will be required to fund its 30% share of project costs. Platreef Platreef is a multi-phase development project in South Africa, currently under construction by Ivanhoe Mines Ltd. According to Ivanhoe, Phase 1 is expected to commence production in late 2025 and, once all three phases are complete, Platreef is expected to be the world's largest platinum group metals mine with total possessing capacity of approximately 10.7 million tonnes per year. Through the Sandstorm Transaction, Royal Gold will hold the right to purchase 37.5% of payable gold from Platreef until 131,250 ounces are delivered, and then 30% of payable gold until 256,980 cumulative ounces are delivered for ongoing payments of $100 per ounce. Board of Directors and Special Committee Recommendations The Boards of Directors of Royal Gold and Sandstorm and a special committee comprised solely of independent directors of Sandstorm (the 'Sandstorm Special Committee'), after receiving external legal and financial advice, have determined that the Sandstorm Transaction is in the best interests of Royal Gold and Sandstorm, respectively. Additionally, the Boards of Directors of Royal Gold and Horizon and a special committee comprised solely of independent directors of Horizon (the 'Horizon Special Committee'), after receiving external legal and financial advice, have determined that the Horizon Transaction is in the best interests of Royal Gold and Horizon, respectively. Accordingly, the Boards of Directors of Royal Gold, Sandstorm, and Horizon recommend that shareholders vote in favor of the Transactions. Overview of Proposed Acquisitions Summary of Sandstorm Transaction The Sandstorm Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the 'Sandstorm Arrangement Agreement'). Under the terms of the Sandstorm Arrangement Agreement, Sandstorm shareholders will receive 0.0625 common shares of Royal Gold for each Sandstorm share held, implying a 21% premium based on the 20-day VWAP of the Sandstorm Shares, and a 17% premium based on the closing price of Sandstorm Shares on the NYSE on July 3, 2025. At closing of the Sandstorm Transaction, Royal Gold expects to issue an aggregate of approximately 19 million common shares to Sandstorm shareholders, and following completion of the Sandstorm Transaction, existing Sandstorm shareholders will own approximately 23% of the issued and outstanding common shares of Royal Gold on a fully diluted basis. The Sandstorm Transaction will be subject to the approval of 66 2/3% of the votes cast by shareholders of Sandstorm at a special meeting (the 'Sandstorm Meeting') and the approval of a simple majority of the votes cast by shareholders of Sandstorm at the Sandstorm Meeting excluding votes cast by senior officers and directors, as required under Multilateral Instrument 61-101. In addition, Royal Gold will require approval by a simple majority of the votes cast by Royal Gold shareholders at a special meeting (the 'Royal Gold Meeting'). The full details of the Sandstorm Transaction will be described in Sandstorm's management information circular and Royal Gold's proxy statement to be prepared in accordance with applicable securities laws. The completion of the Sandstorm Transaction is subject to customary closing conditions, as well as the approvals by Royal Gold and Sandstorm's shareholders described above, the approval of the Supreme Court of British Columbia, completion of the Horizon Transaction (which can be waived by Royal Gold in its sole discretion), the listing of shares of Royal Gold's stock to be issued in the transaction on Nasdaq, and regulatory clearances or approvals. Summary of Horizon Transaction The Horizon Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the 'Horizon Arrangement Agreement'). Under the terms of the Horizon Arrangement Agreement, Horizon shareholders will receive C$2.00 for each Horizon Share held, implying a 85% premium to the 20-day VWAP of the Horizon Shares, and a 72% premium to the closing price of Horizon Shares on the TSX-V on July 4, 2025. The Horizon Transaction will be subject to the approval of 66 2/3% of the votes cast by shareholders of Horizon at a special meeting (the 'Horizon Meeting'). Sandstorm, as well as the senior officers and directors of Horizon and certain additional Horizon shareholders, which collectively control 54% of the total basic common shares of Horizon, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Horizon Transaction, subject to certain conditions. Additionally, the Horizon Transaction will be subject to the approval of a simple majority of the votes cast by shareholders of Horizon at the Horizon Meeting excluding votes cast by Sandstorm, senior officers, and directors as required under Multilateral Instrument 61-101. The full details of the Horizon Transaction will be described in Horizon's management information circular to be prepared in accordance with applicable securities laws. The completion of the Horizon Transaction is subject to customary closing conditions, as well as the approval by Horizon's shareholders described above, the approval of the Supreme Court of British Columbia, completion of the Sandstorm Transaction (which can be waived by Royal Gold in its sole discretion), and regulatory clearances or approvals. Timing The Transactions are expected to close in the fourth quarter of 2025. Advisors Scotiabank is serving as lead financial advisor and McCarthy Tétrault LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Richards, Layton & Finger, P.A. are serving as legal advisors to Royal Gold. Raymond James Ltd is also acting as financial advisor to Royal Gold. BMO Capital Markets is serving as lead financial advisor and Cassels Brock & Blackwell LLP and Crowell & Moring LLP are serving as legal advisors to Sandstorm and its Board of Directors. National Bank of Canada is serving as lead financial advisor and Fasken Martineau DuMoulin LLP is serving as legal advisor to the Sandstorm Special Committee. CIBC World Markets Inc. is also acting as financial advisor to the Sandstorm Special Committee. Fort Capital Partners is serving as lead financial advisor and Gowlings WLG is serving as legal advisor to Horizon and its Board of Directors. Cormark Securities Inc. is also acting as financial advisor to Horizon. Royal Gold is a high margin, mid-capitalization company that generates strong cash flows from a large and well-diversified portfolio of precious metal streams, royalties and similar production-based interests located in mining-friendly jurisdictions. Royal Gold shares trade under the symbol 'RGLD' and provide growth, value and income investors with exposure to the metals and mining industry. The Company's website is located at Note: A joint conference call with management of Royal Gold and Sandstorm to review the proposed transactions will be held on Monday, July 7, 2025, at 10:00 am Eastern Time (8:00 am Mountain Time, 7:00 am Pacific Time). The call will be webcast and archived on the Company's website for a limited time. Forward-Looking Statements: This press release includes 'forward-looking statements' and 'forward-looking information' within the meaning of applicable securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like 'will,' 'may,' 'could,' 'should,' 'would,' 'believe,' 'estimate,' 'expect,' 'anticipate,' 'plan,' 'forecast,' 'potential,' 'intend,' 'continue,' 'project,' or negatives of these words or similar expressions. Forward-looking statements include, among others, statements regarding the following: plans and expectations with respect to the Transactions; the results, effects, benefits and synergies of the Transactions; the expected timetable for completing the Transactions; future growth and opportunities for the combined company; the anticipated impact of the Transactions on the combined company's results of operations, financial position, growth opportunities and competitive position; guidance, projections and any other statements regarding Royal Gold's, Sandstorm's or Horizon's future expectations, beliefs, plans, objectives, or assumptions; operators' expected operating and financial performance and other anticipated developments relating to their properties and operations, including production, deliveries, environmental and feasibility studies, technical reports, mine plans, capital requirements, liquidity and capital expenditures; anticipated liquidity, capital resources, financing, and stockholder returns; borrowings and repayments under Royal Gold's revolving credit facility; and prices for gold, silver, copper and other metals. Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the following: the possibility that shareholders of Royal Gold may not approve the issuance of new shares of Royal Gold common stock in the Sandstorm Transaction or that security holders of Sandstorm or Horizon may not approve the Transactions; the risks that a condition to closing of the Transactions may not be satisfied, that a party may terminate an arrangement agreement or that the closing of the Transactions might be delayed or not occur at all; delays or adverse decisions regarding regulatory approval of the Transactions; potential adverse reactions or changes to business or employee relationships of Royal Gold, Sandstorm or Horizon, including those resulting from the announcement or completion of the Transactions; the diversion of management time on Transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Royal Gold, Sandstorm and Horizon; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; changes in the price of gold, silver, copper or other metals; operating activities or financial performance of properties on which the Royal Gold, Sandstorm or Horizon hold stream or royalty interests, including variations between actual and forecasted performance, operators' ability to complete projects on schedule and as planned, operators' changes to mine plans and mineral reserves and mineral resources (including updated mineral reserve and mineral resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, other adverse government or court actions, or operational disruptions; changes of control of properties or operators; contractual issues involving stream or royalty agreements; the timing of deliveries of metals from operators and subsequent sales of metal; risks associated with doing business in foreign countries; increased competition for stream and royalty interests; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; adverse economic and market conditions; effects of health epidemics and pandemics; changes in laws or regulations governing Royal Gold, Sandstorm, Horizon, operators or operating properties; changes in management and key employees; and other factors described in Royal Gold's reports filed with the U.S. Securities and Exchange Commission (the 'SEC'), including Item 1A, Risk Factors of Royal Gold's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and in the reports filed by Sandstorm and Horizon with the SEC and on SEDAR+, as applicable. Most of these factors are beyond the parties' ability to predict or control. Other unpredictable or unknown factors not discussed in this press release could also have material adverse effects on forward-looking statements. Forward-looking statements speak only as of the date on which they are made. Each of Royal Gold, Sandstorm and Horizon disclaims any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements. Statement Regarding Third-Party Information: Certain information provided in this press release, including information about historical production, production estimates, property descriptions, and property developments, was provided to us by the operators of the relevant properties or is publicly available information filed by these operators with applicable securities regulatory bodies, including the Securities and Exchange Commission. Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for the accuracy, completeness or fairness of any such third-party information and refers the reader to the public reports filed by the operators for information regarding those properties. No Offer or Solicitation: Communications in this press release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Important Additional Information and Where to Find It: In connection with the proposed Transactions, Royal Gold, Sandstorm and Horizon intend to file materials with the SEC and on SEDAR+, as applicable. Royal Gold plans to file proxy materials with the SEC in connection with the solicitation of proxies for Royal Gold's special meeting of shareholders (the 'Royal Gold Special Meeting'). Prior to the Royal Gold Special Meeting, Royal Gold will file a definitive proxy statement (the 'Royal Gold Proxy Statement'), together with a proxy card. Sandstorm intends to file a management information circular (the 'Sandstorm Circular') on SEDAR+ in connection with the solicitation of proxies to obtain Sandstorm shareholder approval of the Sandstorm Transaction. Horizon intends to file a management information circular (the 'Horizon Circular') on SEDAR+ in connection with the solicitation of proxies to obtain Horizon shareholder approval of the Horizon Transaction. This press release is not a substitute for the Royal Gold Proxy Statement, the Sandstorm Circular, the Horizon Circular, or for any other document that Royal Gold, Sandstorm or Horizon may file with the SEC or on SEDAR+ and/or send to their respective security holders in connection with the proposed Transactions. INVESTORS AND SECURITYHOLDERS OF ROYAL GOLD, SANDSTORM AND HORIZON ARE URGED TO CAREFULLY AND THOROUGHLY READ THE ROYAL GOLD PROXY STATEMENT, THE SANDSTORM CIRCULAR, AND THE HORIZON CIRCULAR, RESPECTIVELY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY ROYAL GOLD, SANDSTORM, AND/OR HORIZON WITH THE SEC OR ON SEDAR+ WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ROYAL GOLD, SANDSTORM, HORIZON, THE PROPOSED TRANSACTIONS, THE RISKS RELATED THERETO, AND RELATED MATTERS. Securityholders of Royal Gold, Sandstorm, and Horizon will be able to obtain, free of charge, copies of the Royal Gold Proxy Statement, Sandstorm Circular, and Horizon Circular, as each may be amended from time to time, and other relevant documents filed by Royal Gold, Sandstorm, and/or Horizon with the SEC or on SEDAR+ (when they become available) through the website maintained by the SEC at or at as applicable. Copies of documents filed with the SEC by Royal Gold will be available, free of charge, from Royal Gold's website at under the 'Investor Resources' tab or by contacting Royal Gold at (303) 573-1660 or InvestorRelations@ Copies of documents filed on SEDAR+ by Sandstorm will be available free of charge from Sandstorm's website at under the 'Investors' tab or by contacting Sandstorm at (844) 628-1164 or info@ Copies of documents filed on SEDAR+ by Horizon will be available free of charge from Horizon's website at under the 'Investors' tab or by contacting Horizon at (604) 336-8189 or info@ Certain Information Regarding Participants: Royal Gold, Sandstorm, Horizon and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be 'participants' (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Royal Gold shareholders in connection with the Royal Gold Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Royal Gold Proxy Statement and other materials to be filed with the SEC in connection with the Royal Gold Special Meeting. Information relating to the foregoing can also be found in Royal Gold's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 13, 2025, and Royal Gold's definitive proxy statement for its 2025 annual meeting of stockholders filed with the SEC on April 4, 2025. To the extent the holdings of Royal Gold's directors and executive officers in Royal Gold's securities have changed since the amounts described in the April 4, 2025 proxy statement, such changes have been reflected in the following Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Change in Ownership on Form 4 filed with the SEC with respect to the Company: Form 4, filed by William Heissenbuttel on April 22, 2025; Form 3, filed by Mark Isto on May 27, 2025; and Form 4, filed by Paul Libner on June 10, 2025. These filings can be found at the SEC's website at Information regarding the executive officers and directors of Sandstorm and Horizon is included in their respective management information circulars for their 2025 shareholder meetings filed on SEDAR+ on April 22, 2025 and May 1, 2025, respectively. More detailed and updated information regarding the identity of participants in the solicitation and their direct or indirect interests (by security holdings or otherwise), will be set forth in the Royal Gold Proxy Statement and other materials to be filed with the SEC or on SEDAR+. These documents can be obtained free of charge from the sources indicated above.
Cision Canada
07-07-2025
- Business
- Cision Canada
Royal Gold to Acquire Sandstorm Gold Royalties and Horizon Copper, Forming Large-Scale, Industry-Leading Streaming and Royalty Company
The parties will host a joint conference call on July 7, 2025 at 7:00 a.m. PDT to discuss the Transactions, the details of which are included at the end of this release. All dollar figures are expressed in U.S. currency unless otherwise indicated. VANCOUVER, BC, July 7, 2025 /CNW/ - Sandstorm Gold Ltd. ("Sandstorm Gold Royalties", "Sandstorm", or the "Company") (NYSE: SAND) (TSX: SSL) is pleased to announce that the Company has entered into a definitive arrangement agreement with Royal Gold Inc. ("Royal Gold"), pursuant to which Royal Gold will acquire all of the issued and outstanding common shares of Sandstorm (the "Sandstorm Shares") in an all-share transaction with an implied value of approximately $3.5 billion (the "Sandstorm Transaction"). Sandstorm shareholders will receive 0.0625 of a share of common stock of Royal Gold (each whole share, a "Royal Gold Share") for each Sandstorm Share held, implying a 21% premium to the 20-day volume-weighted average price ("VWAP") of the Sandstorm Shares for the period ended July 3, 2025, and a 17% premium to the closing price of the Sandstorm Shares on the New York Stock Exchange (the "NYSE") on July 3, 2025. Upon closing, existing Royal Gold and Sandstorm shareholders will own approximately 77% and 23%, of the issued and outstanding Royal Gold Shares on a fully diluted basis. Concurrent with the Sandstorm Transaction, Royal Gold has entered into a definitive arrangement agreement with Horizon Copper Corp. ("Horizon Copper"), pursuant to which Royal Gold will acquire all of the issued and outstanding common shares of Horizon Copper (the "Horizon Shares") in an all-cash transaction valued at approximately $196 million (the "Horizon Transaction"). Horizon Copper shareholders will receive C$2.00 for each Horizon Share held, implying an 85% premium to the 20-day VWAP of the Horizon Shares for the period ended July 4, 2025, and a 72% premium to the closing price of the Horizon Shares on the TSX Venture Exchange (the "TSX-V") on July 4, 2025. For further details of the Horizon Transaction, refer to Royal Gold's and Horizon Copper's respective press releases dated July 7, 2025. Upon completion of both the Sandstorm Transaction and the Horizon Transaction (together, the "Transactions"), Royal Gold will continue under the name "Royal Gold, Inc." and will host a robust precious metals streaming and royalty portfolio with industry-leading diversification and growth profile. Strategic Rationale The Sandstorm Transaction is poised to create significant value for Sandstorm shareholders by delivering multiple benefits: Attractive and immediate premium to the current price of Sandstorm Shares, which are trading at 10-year highs; Maintains exposure to Sandstorm's gold-focused, high-quality, long-life portfolio with significant built-in growth from its principal assets; Daylights intrinsic value of Sandstorm's royalty portfolio, closing the valuation gap between Sandstorm and mid-tier royalty peers; Improves pro-forma portfolio maturity, reducing relative concentration of development assets; Enhanced access to institutional investors via an attractive, larger, diversified, gold-focused streaming and royalty company with strong trading liquidity; Equity participation in a large-scale precious metals streaming and royalty company poised for meaningful long-term re-rating potential with industry-leading diversification and a strong track record of shareholder capital returns. President & CEO of Sandstorm, Nolan Watson, commented, "Today is a significant milestone for Sandstorm and its shareholders, marking the beginning of an exciting new chapter. Over the past 15 years, we've built a company that has not only delivered consistent growth and value but has helped shape the royalty sector through innovation. This transaction rewards Sandstorm shareholders in the near term while also offering a compelling opportunity to own a large-scale, world-class streaming and royalty company with continued upside potential. "Personally, I would like to thank the Sandstorm team for their tireless commitment to excellence and hard work over the last decade and a half. I am incredibly proud of what this team has accomplished—from our early foundational deals to the transformative acquisitions that positioned Sandstorm as a leader in this space. Joining forces with Royal Gold will amplify the strengths of Sandstorm's portfolio and unlock new opportunities for our shareholders. I also want to thank the Royal Gold team, for building a leading streaming and royalty company with remarkable assets. I am confident that the legacy we've built at Sandstorm will continue to thrive in this next phase as we combine to create a truly extraordinary streaming and royalty company." The combined portfolios under Royal Gold are expected to create: The world's most diversified, large-scale precious metals streaming and royalty company with a mature, Americas-focused portfolio of 393 royalties and streams, including 80 cash-flowing assets, of which, no single asset is expected to account for more than 13% of net asset value ("NAV") 1; Industry-leading, gold-dominated stream and royalty portfolio with pro-forma 2025 revenue mix expected to be approximately 87% precious metals (with 75% of total revenues being from gold 2) and material gold-focused growth assets via Sandstorm's development portfolio; Attractive growth profile from key development assets including MARA (Glencore), Hod Maden (SSR Mining), Great Bear (Kinross), Platreef (Ivanhoe Mines), and Warintza (Solaris), adding significant organic production growth over the long term; Strong balance sheet and robust cash flow, as Royal Gold expects to have a low outstanding debt balance and modest debt to EBITDA at closing, providing financial strength to reinvest and compete for attractive deals; High-quality, long-life stream and royalty assets, with built-in optionality, increasing proven and probable attributable gold equivalent ounces ("GEO") to 18 times the expected 2025 GEO sales 3, and remaining accretive to consensus NAV on a per share basis; Larger-scale and increased liquidity attractive to broader investor base, while enhancing appeal to institutional investors as a leading North American precious metals streaming and royalty company, potentially driving a premium valuation; Corporate synergies through the combination of three high-quality portfolios, into a larger, more diversified company, converting a greater proportion of stream and royalty earnings into equity free cash flow, foregoing the need for more complex counterparty structures, particularly at Hod Maden and Antamina. Bill Heissenbuttel, President & CEO of Royal Gold remarked, "The acquisitions of Sandstorm and Horizon Copper fit our strategic goal of acquiring high-quality and long-life precious metals assets in mining-friendly jurisdictions. Upon completion of these Transactions, Royal Gold will remain firmly positioned as a leading North American precious metal streaming and royalty company. Royal Gold has a 40+ year history of consistently executing a strategy of disciplined growth in gold, and the addition of Sandstorm and Horizon Copper's assets create a global portfolio of precious metals interests that is unmatched in terms of asset diversification, development and organic growth potential, and exploration optionality. These characteristics will position Royal Gold as the go-to vehicle for investors seeking precious metals exposure in the U.S. marketplace, and we welcome Sandstorm shareholders to participate in the formation of a premier growth company in our sector." Pro-Forma Royal Gold Upon completion of the Transactions, Royal Gold is expected to be an industry-leading precious metals streaming and royalty company with enhanced scale and liquidity, uniquely positioned to realize valuation premiums typically associated with large-cap streaming and royalty companies while remaining nimble enough to compete across the streaming and royalty industry in accretive ways. Royal Gold's portfolio will comprise 393 streams and royalties, largely focused in the Americas, with 80 cash-flowing assets and 47 in development. Royal Gold will remain precious metals focused, with its 2025 revenue mix expected to be approximately 87% precious metals, and gold contributing approximately 75% of total revenue 2. Longer-term, Royal Gold is expected to maintain or exceed this concentration of precious metals revenue. Royal Gold will be well capitalized and generate significant free cash flow, and the combined portfolio is well-positioned for cash flow growth from its robust development pipeline. Royal Gold will host one of the most diversified streaming and royalty portfolios in the world while benefiting from built-in optionality from high-quality assets. Below are details of the top 10 assets by NAV within the pro-forma portfolio. For more details of the pro-forma portfolio, including full stream and royalty terms, refer to and Key Producing Assets 4 MOUNT MILLIGAN Mount Milligan is a large-scale, open-pit copper and gold mine located in north-central British Columbia operated by an indirect subsidiary of Centerra Gold Inc. In production since 2014, the project has a 60,000 tonne per day flotation processing plant and a reserve life through to 2036, with a pre-feasibility study underway to define the long-term outlook of the mine. The operator's 2025 production guidance is 165,000–185,000 ounces of gold and 50–60 million pounds of copper. Royal Gold holds the right to purchase 35% of the payable gold for ongoing payments of $435 per ounce and 18.75% of the payable copper for ongoing payments equal to 15% of the copper spot price, subject to a cost support agreement that will provide additional cash purchase prices for gold and copper deliveries in three periods, which are defined by gold and copper deliveries. Royal Gold also holds a 5% free cash flow royalty interest on Mount Milligan that will become payable after the earlier of reaching certain gold and copper delivery thresholds or January 1, 2036, potentially increasing to 10% after reaching additional gold and copper delivery thresholds. PUEBLO VIEJO Located in the central part of the Dominican Republic, Pueblo Viejo is an open-pit gold mine owned by a joint venture between Barrick Gold Corporation and Newmont Corporation. In production since 2013, the mine completed construction of a plant expansion in 2024, which is currently ramping up to target throughput levels. Royal Gold holds the right to purchase 7.5% of Barrick's interest in payable gold produced until 990,000 ounces have been delivered, and 3.75% thereafter. Royal Gold also holds the right to purchase 75% of Barrick's interest in payable silver from Pueblo Viejo until 50 million ounces are delivered, and 37.5% thereafter. Royal Gold currently makes ongoing payments of 30% of both the spot price of gold and silver per ounce delivered, which will increase to 60% after reaching certain gold and silver delivery thresholds. Barrick's 2025 production guidance is 370,000–410,000 ounces of gold for its interest in Pueblo Viejo (silver production guidance is not provided), and Barrick expects production to average of 800,000 ounces of gold per year (100% basis) to the mid-2040's. CORTEZ The Cortez Complex, operated by Barrick Gold Corporation and held within the Nevada Gold Mines joint venture, is a series of large, open-pit and underground mines with oxide milling and heap leach processing facilities situated on the Cortez-Battle Mountain trend of Nevada. The operator's 2025 production guidance is 680,000–765,000 ounces of gold with a longer-term outlook of between 750,000–1.1 million ounces annually over the next five years. Royal Gold owns various royalty interests on the Cortez Complex across producing operations, development projects, and several exploration targets on a large land package. Several of these royalty interests overlap in certain areas, creating multiple effective royalty rates across the Cortez Complex. Royal Gold will hold an additional sliding scale net smelter returns ("NSR") royalty on the Robertson development project acquired through the Sandstorm Transaction. ANDACOLLO Andacollo is an open-pit copper mine and milling operation located in central Chile, operated by Compañía Minera Teck Carmen de Andacollo, a 90% owned subsidiary of Teck Resources Ltd. Gold is produced as a by-product of copper production. Teck expects Andacollo to produce 35,000–39,000 ounces of gold in 2025, with the mine plan to transition to higher-grade ore and copper production through to 2027. Gold and copper grades have been relatively positively correlated at Andacollo. Royal Gold holds the right to purchase 100% of payable gold (at a fixed payability factor of 89%) from Andacollo until 900,000 ounces have been delivered, and 50% thereafter, for ongoing payments equal to 15% of the monthly average gold price. KHOEMAC A U Khoemac a u is a copper-silver mine located in the Kalahari copper belt in northwestern Botswana, owned and operated by a subsidiary of MMG Limited. The Khoemac a u operation consists of mechanized underground mines producing from the Zone 5 orebody and a sulfide ore flotation plant producing a copper-silver concentrate product at Boseto. Royal Gold holds the right to purchase 100% of the payable silver produced from an area of interest that includes the Zone 5 mines and the Mango NE deposits until the delivery of 40 million ounces, and 50% thereafter, for ongoing payments of 20% of the spot price of silver. MMG expects Zone 5 silver production of 1.3 to 1.5 million ounces in 2025, and is expecting long-term annual average silver production of 1.8 to 2.0 million ounces over a 20+ year mine life. MMG is currently advancing a feasibility study for expansion of the Khoemac a u mine, which may increase production from the Zone 5 mines and new production from the Mango NE deposits. WASSA Wassa is an underground gold mine operated by Chifeng Jilong Gold Mining Co. ("Chifeng") and located in the Western Region of Ghana. The mine started as an open pit operation in 1998, and the underground operation began in 2017. Chifeng expects 2025 production of approximately 200,000 ounces of gold, with most ore mined from underground sources. The mine has a reserve life through 2028, and Chifeng is currently advancing work to upgrade inferred resources for inclusion in a mine plan that could extend the mine life into the 2040's. Royal Gold owns the right to purchase 10.5% of the payable gold produced from Wassa for an ongoing payment of 20% of the spot gold price until the delivery of 240,000 ounces, after which the stream rate will drop to 5.5% of payable gold for an ongoing payment of 30% of the spot gold price. ANTAMINA Antamina is an open-pit copper mine located in the Andes mountain range of Peru and is considered the world's fourth-largest copper mines on a copper equivalent basis 5. Antamina is operated by Compañía Minera Antamina, an entity jointly owned by Glencore plc, BHP Billiton plc, Teck Resources Limited, and Mitsubishi Corporation. The mine has been in consistent production since 2001, and for 2025, annual production is expected to be 335,000–400,000 tonnes of copper (on a 100% basis). In 2024, Antamina received approval for the Modification of Environmental Impact Assessment ("MEIA") allowing for an investment of approximately $2 billion to extend operations at Antamina through to 2036. The MEIA contemplates an increase in processing capacity to up to 208,000 tonnes per day, which is approximately a 40% boost from current levels. Antamina contains Mineral Resources that have the potential of supporting a multi-decade mine life producing high-grade copper. Through the Transactions, Royal Gold will hold a 1.66% net profits interest in the Antamina mine. Key Development Assets MARA MARA is a brownfields copper-gold project located in Argentina that ranks as one of the lowest capital-intensive copper projects in the world, owing to the existing Alumbrera processing plant and associated infrastructure located nearby. The owner and operator, Glencore plc, estimates MARA will produce approximately 200,000 tonnes of copper equivalent per year with a mine life exceeding 20 years. Once operational, MARA is expected to be in the top 25 global copper producers. Through the Sandstorm Transaction, Royal Gold will hold a gold stream conversion option on the MARA project, whereby Royal Gold will have the right to convert its existing 0.25% NSR royalty to a gold stream granting the right to purchase 20% of payable gold from MARA for ongoing payments equal to 30% of the spot price of gold. The right to exercise the stream option is subject to a maximum conversion payment of $225 million, which is expected to be paid in tranches over the course of the project's construction period. HOD MADEN 6 Hod Maden is a high-grade gold-copper project located in northeastern Türkiye. The operator, SSR Mining Inc., is advancing the project's critical path items—principally, road and tunnel construction—as they work towards a formal investment decision. Hod Maden hosts Proven and Probable Mineral Reserves of 2.5 million ounces of gold and 287 million pounds of copper (effective date July 31, 2020). Based on a 2021 Feasibility Study, the project is expected to produce an average of 195,000 gold equivalent ounces per year for an initial 13-year mine life. Through the Transactions, Royal Gold will hold a 2.0% NSR royalty and a 30% non-operating interest in the Hod Maden project. PLATREEF Platreef is a multi-phase development project in South Africa, currently under construction by Ivanhoe Mines Ltd. Phase 1 is expected to commence production in late 2025 and, once all three phases are complete, Platreef is expected to be the world's largest platinum group metals mine with total possessing capacity of approximately 10.7 million tonnes per year. Through the Sandstorm Transaction, Royal Gold will hold the right to purchase 37.5% of payable gold from Platreef until 131,250 ounces are delivered, and then 30% of payable gold until 256,980 cumulative ounces are delivered. Royal Gold will make ongoing payments of $100 per ounce. Board and Special Committee Recommendations The Boards of Directors of Royal Gold and Sandstorm and a special committee comprised solely of independent directors of Sandstorm (the "Sandstorm Special Committee"), after receiving outside legal and financial advice, have each determined that the Sandstorm Transaction is in the best interests of Royal Gold and Sandstorm, respectively. Additionally, the Boards of Directors of Royal Gold and Horizon Copper and a special committee composed solely of independent directors of Horizon Copper, after receiving outside legal and financial advice, have each determined that the Horizon Transaction is in the best interests of Royal Gold and Horizon Copper, respectively. Accordingly, the Boards of Directors of Royal Gold, Sandstorm, and Horizon Copper recommend that shareholders vote in favor of the Transactions. Nolan Watson—as a director of each of Sandstorm and Horizon Copper with a "disclosable interest" in each case—abstained from voting with respect to the Sandstorm Transaction and the Horizon Transaction. Erfan Kazemi—as the Chief Financial Officer of Sandstorm and the Chief Executive Officer and a director of Horizon Copper with a "disclosable interest" —abstained from voting with respect to the Horizon Transaction. Summary of Transactions and Timing The Sandstorm Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Sandstorm Arrangement Agreement"). Under the terms of the Sandstorm Arrangement Agreement, Sandstorm shareholders will receive 0.0625 of a Royal Gold Share for each Sandstorm Share held, implying a 21% premium to the 20-day VWAP of the Sandstorm Shares for the period ended July 3, 2025, and a 17% premium to the closing price of Sandstorm Shares on the NYSE on July 3, 2025. At closing of the Sandstorm Transaction, Royal Gold expects to issue an aggregate of approximately 19 million Royal Gold Shares to Sandstorm shareholders, and following the completion of the Sandstorm Transaction, former Sandstorm shareholders will own approximately 23% of the issued and outstanding Royal Gold Shares on a fully diluted basis. Pursuant to the Sandstorm Arrangement Agreement, Royal Gold has the option to make an election under Section 338(g) of the United States Internal Revenue Code. More information on this election will be outlined in Sandstorm's management information circular to be sent to Sandstorm shareholders in connection with the Sandstorm Transaction. The Sandstorm Transaction will be subject to the approval of 66 2/3% of the votes cast by shareholders of Sandstorm at a special meeting of Sandstorm shareholders (the "Sandstorm Meeting") and the approval of a simple majority of the votes cast by shareholders of Sandstorm at the Sandstorm Meeting excluding votes cast by persons required to be excluded under Canadian Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Royal Gold will require approval by a simple majority of votes cast by Royal Gold shareholders at a special meeting in connection with the share issuance under the Sandstorm Transaction. The full details of the Sandstorm Transaction will be described in Sandstorm management information circular and Royal Gold's proxy statement to be prepared in accordance with applicable securities legislation and made available in connection with the special meetings. In addition to shareholder approval, the completion of the Sandstorm Transaction is subject to satisfaction of certain conditions and applicable regulatory approvals, including but not limited to (i) completion of the Horizon Transaction (which can be waived by Royal Gold in its sole discretion), (ii) approval by the Toronto Stock Exchange (the "TSX"), Nasdaq Stock Exchange, and NYSE, (iii) approval under the Competition Act (Canada), (iv) approval under the Investment Canada Act, (v) South African antitrust approval (Competition Act), and (vi) the satisfaction of certain other closing conditions customary for a transaction of this nature. Sandstorm, as well as the senior officers and directors of Horizon Copper and certain additional Horizon shareholders, which collectively control 54% of the Horizon Shares on a basic basis, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Horizon Transaction, subject to certain conditions. The senior officers and directors of Sandstorm, which collectively control 6% of the Sandstorm Shares on a fully diluted basis, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Sandstorm Transaction, subject to certain conditions. The Sandstorm Arrangement Agreement contains customary deal protections, including non-solicitation, "fiduciary out", and "right to match" provisions in respect of Sandstorm, and non-solicitation and "fiduciary out" provisions in respect of Royal Gold, as well as a $200 million or $130 million termination fee payable to Sandstorm or Royal Gold, respectively, as the case may be, under certain circumstances. None of the securities to be issued pursuant to the Sandstorm Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued pursuant to the Sandstorm Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Further details of the Sandstorm Transaction will be included in Sandstorm's management information circular and set out in the Sandstorm Arrangement Agreement, each of which will be available in due course on the Company's profile on SEDAR+ at and on EDGAR at Sandstorm shareholders are encouraged to read these and other relevant materials when they become available. Timing Subject to receiving the requisite court, regulatory and shareholder approvals as described above, the Transactions are expected to close in the fourth quarter of 2025. In connection with and subject to closing of the Transactions, it is expected that the Sandstorm Shares and the Horizon Shares will be delisted from the TSX, NYSE, and TSX-V, respectively, that Sandstorm will cease to be a reporting issuer under Canadian and U.S. securities laws, and that Horizon Copper will cease to be a reporting issuer under Canadian securities law. Financial and Legal Advisors Sandstorm Gold Royalties BMO Capital Markets ("BMO") is acting as financial advisor to Sandstorm and its Board of Directors and National Bank Financial ("NBF") is acting as financial advisor to the Sandstorm Special Committee in connection with the Sandstorm Transaction. Each of BMO and NBF have provided a fairness opinion to Sandstorm's Board of Directors and the Sandstorm Special Committee stating that, as of the date of such opinions, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the shareholders of Sandstorm pursuant to the Sandstorm Transaction is fair, from a financial point of view, to the shareholders of Sandstorm. CIBC World Markets Inc. has provided a fixed fee independent fairness opinion to the Sandstorm Special Committee stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the shareholders of Sandstorm pursuant to the Sandstorm Transaction is fair, from a financial point of view, to the shareholders of Sandstorm. Cassels Brock & Blackwell LLP is acting as Canadian legal counsel to Sandstorm, and Crowell & Moring LLP is acting as U.S. legal counsel in connection with the Sandstorm Transaction. Fasken Martineau DuMoulin LLP is acting as legal advisor to the Sandstorm Special Committee in connection with the Sandstorm Transaction. Royal Gold Scotiabank is acting as lead financial advisor to Royal Gold. McCarthy Tétrault LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Richards, Layton & Finger, P.A., are acting as legal advisors to Royal Gold. Raymond James Ltd. is also acting as financial advisor to Royal Gold. Conference Call A joint conference call with Royal Gold and Sandstorm will be held on Monday, July 7, 2025 starting at 7:00 am PDT to further discuss the Transactions. To participate in the conference call, use the following dial-in numbers and conference ID, or join the webcast using the link below: United States Toll-Free: (+1) 833-470-1428 Canada Toll-Free: (+1) 833-950-0062 International: (+1) 929-526-1599 Access Code: 184156 Webcast URL: Notes 1. Average of available consensus NAV estimates as of June 25, 2025. 2. Assuming a full year contribution in 2025 and metal prices of $3,025/ounce for gold, $32.95 per ounce for silver and $4.20 per pound of copper. 3. Based on mid-point of Royal Gold's sales volume guidance and consensus metal prices of US$3,025/oz Au, US$32.95/lb Ag, US$4.20/lb Cu in 2025 and mid-point of Sandstorm's 2025 guidance. 4. Source: Royal Gold 2024 Asset Handbook and Sandstorm 2025 Asset Handbook. 5. Source: CapIQ, based on 2024 production of top copper mines 6. Source: Hod Maden Feasibility Study technical report dated July 13, 2022, available on under Horizon Copper's issuer profile. Qualified Person Imola Götz ( F.E.C.), Sandstorm's Vice President, Mining & Engineering is a Qualified Person as defined by Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Ms. Götz has reviewed and approved the scientific and technical information in this press release. ABOUT SANDSTORM GOLD ROYALTIES Sandstorm is a precious metals-focused royalty company that provides upfront financing to mining companies and receives the right to a percentage of production from a mine, for the life of the mine. Sandstorm holds a portfolio of approximately 230 royalties, of which 40 of the underlying mines are producing. For more information visit: CAUTIONARY STATEMENTS TO U.S. SECURITYHOLDERS The financial information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally accepted accounting principles ("US GAAP") in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with US GAAP. This press release and the documents incorporated by reference herein, as applicable, have been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the United States securities laws. In particular, and without limiting the generality of the foregoing, the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "inferred mineral resources,", "indicated mineral resources," "measured mineral resources" and "mineral resources" used or referenced herein and the documents incorporated by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Definition Standards"). The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the United States Securities and Exchange Commission ("SEC") disclosure rules for domestic United States Issuers (the "SEC Rules"), including the requirements of the SEC in Regulation S-K Subpart 1300 under the United States Securities Exchange Act of 1934, as amended. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information and other technical information contained or incorporated by reference herein or documents incorporated by reference may not be comparable to similar information disclosed by United States companies subject to the SEC's reporting and disclosure requirements for domestic United States issuers. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Under Canadian rules, estimates of inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them to enable them to be categorized as mineral reserves and, accordingly, may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a preliminary economic assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an inferred mineral resource exists or is economically or legally mineable. In addition, United States investors are cautioned not to assume that any part or all of the Company's measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This press release contains "forward-looking statements", within the meaning of the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Sandstorm Gold Royalties (collectively, "forward-looking statements"). Forward-looking statements include the completion of the Transactions and the timing thereof, the realization of synergies and expected premiums in connection with the Transactions, the identification of future accretive opportunities, permitting requirements and timelines, the future price of the Royal Gold Shares, the results of any preliminary economic assessment, Pre-Feasibility Study or Feasibility Study, the receipt of required approvals for the Transaction, the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities issuable pursuant to the Sandstorm Transaction, the future price of gold, silver, copper, iron ore and other metals, the estimation of mineral reserves and resources, realization of mineral reserve estimates, and the timing and amount of estimated future production. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans", or similar terminology. Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Sandstorm Gold Royalties to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Sandstorm Gold Royalties will operate in the future, including the receipt of all required approvals and the timing thereof, the realization of synergies and premiums, and the price of gold and copper and anticipated costs. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, failure to receive necessary approvals or the timing of such approvals, changes in business plans and strategies, market conditions, share prices, best use of available cash, gold and other commodity price volatility, discrepancies between actual and estimated production, guidance produced by third parties, mineral reserves and resources and metallurgical recoveries, mining operational and development risks relating to the parties which produce the gold or other commodity the Company will purchase, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic climate, dilution, share price volatility and competition. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations from which the Company will purchase gold, other commodities or receive royalties from, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the section entitled "Risks to Sandstorm" in the Company's annual report for the financial year ended December 31, 2024 and the section entitled "Risk Factors" contained in the Company's annual information form dated March 31, 2025 available at Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws. SOURCE Sandstorm Gold Ltd.
