Royal Gold to acquire Sandstorm Gold, Horizon Copper

Royal Gold (RGLD) announced its entry into agreements to acquire each of Sandstorm (SAND) and Horizon Copper Corp. (HNCUF). 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 exchange ratio implies a premium of 21% based on the 20-day volume-weighted average price and 17% based on the closing price of Sandstorm shares on the NYSE on July 3 and reflects a transaction equity value of approximately $3.5B. 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 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 $196M. 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 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%. The Sandstorm transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act. 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. At closing of the Sandstorm Transaction, Royal Gold expects to issue an aggregate of approximately 19M 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 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 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, the listing of shares of Royal Gold’s stock to be issued in the transaction on Nasdaq, and regulatory clearances or approvals. The Horizon Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act. 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. 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. 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 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 and regulatory clearances or approvals.