DEFA14A: Royal Gold Secures All Regulatory Approvals for Key Acquisitions

Royal Gold announced the receipt of all necessary governmental regulatory approvals for its acquisitions of Sandstorm Gold Ltd. and Horizon Copper Corp., with shareholder meetings scheduled for October 9, 2025.

Summary

• Royal Gold has obtained all required governmental regulatory approvals for the previously announced acquisitions of Sandstorm Gold Ltd. and Horizon Copper Corp.
• Approvals for the Sandstorm Transaction include the Investment Canada Act, Canadian Competition Act, and South African Competition Act.
• Approval for the Horizon Transaction was obtained under the Canadian Competition Act.
• No further governmental regulatory approvals are required for either transaction.
• Special meetings for Royal Gold stockholders, Sandstorm shareholders, and Horizon securityholders are scheduled for Thursday, October 9, 2025, to vote on the respective transactions.
• The Boards of Directors of Royal Gold, Sandstorm, and Horizon unanimously recommend voting FOR the proposals, with leading proxy advisory firms like ISS also recommending approval.
• Both transactions are anticipated to close early in the fourth quarter of 2025, subject to customary closing conditions.

Sentiment

Score: 8

Explanation: The filing reports the successful completion of a major prerequisite (regulatory approvals) for significant acquisitions, indicating strong progress towards strategic growth. Unanimous board and proxy firm recommendations further de-risk the shareholder approval process. While standard risks are listed, no new negative developments are reported, suggesting a positive trajectory for the transactions.

Positives

• All required governmental regulatory approvals for both the Sandstorm and Horizon acquisitions have been secured.
• No further governmental regulatory approvals are needed, streamlining the path to closing.
• The Boards of Directors of Royal Gold, Sandstorm, and Horizon unanimously recommend approval of their respective transactions.
• Leading proxy advisory firms, including Institutional Shareholder Services Inc. (ISS), have recommended that shareholders/securityholders vote FOR the proposals.
• The transactions are on track to close early in the fourth quarter of 2025.

Risks

• Stockholders of Royal Gold may not approve the stock issuance proposal, or Sandstorm shareholders or Horizon securityholders may not approve their respective transactions.
• A condition to closing of either transaction may not be satisfied, a party may terminate an arrangement agreement, or the closing of either transaction might be delayed or not occur at all.
• 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.
• Risk of any litigation relating to the transaction.
• Diversion of management time on transaction-related issues.
• Failure to realize the anticipated benefits and synergies from the transactions 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 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, 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.
• Risk that Sandstorm or Horizon may have liabilities that are not known to Royal Gold.
• Changes of control of properties or operators.
• Contractual issues involving stream or royalty agreements.
• 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.

Future Outlook

Royal Gold anticipates that both the Sandstorm and Horizon transactions will close early in the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions, including shareholder and securityholder approvals and Supreme Court of British Columbia approval.

Management Comments

• 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.
• The Board of Directors of Sandstorm unanimously (with a director having a disclosable interest abstaining from voting) recommends that Sandstorm shareholders vote FOR the special resolution approving the proposed arrangement with Royal Gold.
• The Board of Directors of Horizon unanimously (with two directors having disclosable interests abstaining from voting) recommends that Horizon securityholders vote FOR the special resolutions approving the proposed arrangement with Royal Gold.

Industry Context

Royal Gold operates as a high-margin, mid-capitalization company within the metals and mining industry, specializing in precious metal streams, royalties, and production-based interests. The acquisitions of Sandstorm Gold and Horizon Copper are strategic moves to expand its portfolio and reinforce its position in mining-friendly jurisdictions, aligning with a trend of consolidation and portfolio diversification among royalty and streaming companies seeking to enhance cash flows and asset bases.

Related Party Transactions

• A Sandstorm director with a disclosable interest abstained from voting on the Sandstorm Transaction.
• Two Horizon directors with disclosable interests abstained from voting on the Horizon Transaction.

Stakeholder Impact

• Shareholders (Royal Gold): Potential dilution from new share issuance for the Sandstorm acquisition, but also potential for increased value from an expanded portfolio and synergies.
• Shareholders (Sandstorm & Horizon): Will receive Royal Gold shares (or other consideration as per the arrangement agreements) if transactions are approved, leading to a change in ownership structure.
• Employees (Royal Gold, Sandstorm, Horizon): Potential for changes in business or employee relationships due to integration, as noted in the risks.
• Customers/Suppliers: Indirect impact from changes in the combined entity's operational scale and strategic focus.
• Creditors: Potential impact from changes in the combined entity's financial structure and risk profile.

Next Steps

• Royal Gold's Special Meeting of stockholders on October 9, 2025, to approve the issuance of shares for the Sandstorm Transaction.
• Sandstorm's shareholder meeting on October 9, 2025, to approve the Sandstorm Transaction.
• Horizon's securityholder meeting on October 9, 2025, to approve the Horizon Transaction.
• Approval of the Supreme Court of British Columbia for both transactions.
• Listing of Royal Gold shares to be issued in the Sandstorm Transaction on Nasdaq.
• Satisfaction or waiver of other customary closing conditions.
• Expected closing of both transactions early in the fourth quarter of 2025.

Key Dates

Recommendation

The successful receipt of all governmental regulatory approvals for the Sandstorm and Horizon acquisitions significantly de-risks these strategic transactions. With unanimous board recommendations from all involved parties and support from leading proxy advisory firms, the likelihood of shareholder approval is high. The anticipated closing early in Q4 2025 positions Royal Gold for substantial growth through an expanded portfolio of precious metal streams and royalties. This positive development, coupled with Royal Gold's strong cash flow generation and diversified asset base, makes the stock an attractive 'buy' for investors seeking exposure to a growing and de-risked precious metals royalty company.

Keywords

Royal Gold, Sandstorm Gold, Horizon Copper, Acquisition, Merger, Regulatory Approval, SEC Filing, RGLD, Gold, Silver, Copper, Mining, Royalties, Streams, Precious Metals, Investment Canada Act, Canadian Competition Act, South African Competition Act, Proxy Statement