Royal Gold and Sandstorm Gold plan merger, seek SEC filing and shareholder approval

Royal Gold, Inc. recently disclosed a formal proxy statement to the U.S. Securities and Exchange Commission (SEC) outlining its forthcoming merger with Sandstorm Gold Royalties Ltd. This merger signifies a pivotal moment for Royal Gold as it approaches the finalization of the agreement in the fourth quarter of 2025. Once completed, Sandstorm will become a wholly-owned subsidiary of Royal Gold, aligning with the company’s strategic goals of expansion and transformation within the precious metals industry.

Both companies involved in the merger are influential players in the realm of precious metals. Royal Gold, a mid-cap entity, boasts a diversified global portfolio that includes precious metal royalties, streams, and production-based interests. Conversely, Sandstorm focuses on precious metals royalties and provides upfront financing to mining companies in exchange for a percentage of production from mines. The confluence of these two industry leaders is expected to yield a combined entity with robust growth potential and a diverse portfolio of high-quality assets.

The merger’s proposed structure involves a plan of arrangement, with Royal Gold acquiring Sandstorm’s shares at an exchange ratio of 0.0625 shares of Royal Gold common stock for each Sandstorm share held. This exchange ratio offers Sandstorm shareholders an attractive 21% premium to the 20-day volume-weighted average price (VWAP) of Sandstorm shares and a 17% premium to the closing price of Sandstorm shares on the NYSE as of July 3, 2025. By enacting this merger, both companies intend to unlock significant value for their respective shareholders, bridging the valuation gap between Sandstorm and its mid-tier peers.

Furthermore, the merger is poised to enhance the pro-forma portfolio maturity of the unified company by mitigating the concentration of development-stage assets. It will also facilitate increased access to institutional investors by presenting an expanded, diversified, and gold-centric streaming and royalty company with strong trading liquidity. Notably, Royal Gold’s Board of Directors and an independent special committee have unanimously endorsed the arrangement resolution, urging shareholders to vote in favor of the merger to capitalize on the ensuing benefits.

In preparation for the merger, Sandstorm’s shareholders are encouraged to cast their votes before the proxy voting deadline on October 7, 2025. The Special Meeting of Shareholders, scheduled for October 9, 2025, at 8:00 a.m. (Vancouver time) at the Company’s Vancouver headquarters, will provide shareholders with an opportunity to approve the proposed plan of arrangement. Shareholders seeking clarification or assistance in the voting process may reach out to the Company’s proxy solicitation agent, Laurel Hill Advisory Group.

In conclusion, the impending merger between Royal Gold, Inc. and Sandstorm Gold Royalties Ltd. heralds a new chapter for both companies and the broader precious metals industry. Through this strategic partnership, Royal Gold aims to consolidate its position as a leading player in the sector, leveraging Sandstorm’s valuable assets to drive growth and create additional value for shareholders.