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Royal Gold, Inc. (NASDAQ:RGLD) (together with its subsidiaries, "Royal Gold" or the "Company," "we" or "our") announced today that it has filed a definitive proxy statement with the United States Securities and Exchange Commission (the "SEC") for the Company's previously announced strategic business combination transaction with Sandstorm Gold Ltd. ("Sandstorm"). Pursuant to an arrangement agreement entered into among Royal Gold, International Royalty Corporation, and Sandstorm on July 6, 2025, Royal Gold has agreed to acquire all of the issued and outstanding Sandstorm common shares and Sandstorm will become a wholly owned subsidiary of Royal Gold (the "Sandstorm Transaction").
All holders of record of Royal Gold common stock as of the close of business on Friday, August 29, 2025, will be entitled to vote their shares at the special meeting of stockholders (the "Special Meeting") to approve the issuance of shares of Royal Gold common stock in connection with the Sandstorm Transaction. The Special Meeting is scheduled to take place on Thursday, October 9, 2025. The Royal Gold Board of Directors unanimously recommends that Royal Gold stockholders vote "FOR" the proposals as described in detail in the definitive proxy statement.
Sandstorm will hold a separate shareholder meeting to obtain the required approval of its shareholders, which is currently expected to be held on October 9, 2025. In addition, Horizon Copper Corp. ("Horizon") is expected to hold a meeting of its securityholders on October 9, 2025 to seek approval of Royal Gold's proposed acquisition of Horizon (the "Horizon Transaction" and together with the Sandstorm Transaction, the "Transactions").
The completion of the Sandstorm Transaction is subject to customary closing conditions, including, without limitation, the approvals by Royal Gold's stockholders and Sandstorm's shareholders described above, the approval of the Supreme Court of British Columbia, certain conditions to the completion of the Horizon Transaction having been satisfied or waived by Royal Gold, the listing of shares of Royal Gold's stock to be issued in the transaction on Nasdaq, and receipt of certain regulatory clearances or approvals, including under competition laws in Canada and South Africa (which approvals have been received) and under the Investment Canada Act (which review remains ongoing). Subject to the satisfaction or waiver of the closing conditions, it is anticipated that the Sandstorm Transaction will close in the fourth quarter of 2025.
