Sandstorm Gold Royalties Closes Arrangement with Royal Gold

Rhea-AI Summary

Sandstorm Gold Royalties (NYSE: SAND) completed its plan of arrangement with Royal Gold on October 20, 2025, under which Royal Gold indirectly acquired all issued and outstanding Sandstorm shares.

Under the Arrangement, Sandstorm shareholders will receive 0.0625 Royal Gold common shares per Sandstorm share. Sandstorm shares are expected to be delisted from the Toronto Stock Exchange and New York Stock Exchange within two to three business days, and Sandstorm will apply to cease reporting and deregister under U.S. securities laws.

Positive

• Arrangement completed on October 20, 2025
• Shareholders to receive 0.0625 Royal Gold shares per Sandstorm share
• Transaction transfers ownership to Royal Gold (all issued Sandstorm shares acquired)

Negative

• Sandstorm shares to be delisted from TSX and NYSE within two to three business days
• Sandstorm will cease to be a reporting issuer and deregister under U.S. Securities Exchange Act
• Registered shareholders must mail transmittal documents; Canada Post strike may delay deliveries

Insights

M&A Strategist

Completion of the Royal Gold acquisition; shareholders will receive Royal Gold stock and Sandstorm will delist and deregister.

Sandstorm completed a court‑approved plan of arrangement on Oct. 20, 2025 under which each Sandstorm share converts into 0.0625 of a share of Royal Gold common stock. The transaction transfers ownership of all issued Sandstorm shares to Royal Gold and triggers planned delisting from the Toronto Stock Exchange and the New York Stock Exchange within two to three business days.

The immediate mechanics matter: registered holders must submit a signed letter of transmittal with certificates or DRS advice to Computershare, while non‑registered holders must follow their intermediaries' instructions. Sandstorm will apply to cease reporting in Canada and to deregister under the U.S. Securities Exchange Act; those steps will remove ongoing public disclosure obligations once completed.

Key dependencies and risks are explicit in the release: completion of the stated administrative steps, timely processing by the depositary, and practical effects of the ongoing Canada Post strike on document delivery. Operationally, shareholders' ability to receive the Consideration depends on completing the transmittal process; corporate reporting and market liquidity for former Sandstorm holders will change after delisting and deregistration.

Watch the two‑to‑three business day delisting window and any depositary communications for exact processing deadlines; confirm receipt instructions from intermediaries if shares are held through brokers. Expect the administrative unwind to conclude in the near term as described, with the practical milestones to monitor being delisting confirmations and the deregistration/cessation filings.

VANCOUVER, BC, Oct. 20, 2025 /PRNewswire/ - Sandstorm Gold Ltd. ("Sandstorm Gold Royalties", "Sandstorm" or the "Company") (NYSE: SAND) (TSX: SSL) is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") with Royal Gold, Inc. ("Royal Gold"), whereby Royal Gold indirectly acquired all of the issued and outstanding common shares of Sandstorm (the "Sandstorm Shares").

Pursuant to the Arrangement, Sandstorm shareholders were entitled to receive 0.0625 of a share of common stock of Royal Gold for each Sandstorm Share held (the "Consideration").

The Sandstorm Shares are expected to be delisted from the Toronto Stock Exchange and the New York Stock Exchange within two to three business days following the date hereof. Sandstorm will also apply to the Canadian securities regulators for the Company to cease to be a reporting issuer in the applicable jurisdictions, and will deregister the Sandstorm Shares under the U.S. Securities Exchange Act of 1934, as amended.

Further details of the Arrangement are set out in Sandstorm's Management Information Circular dated September 8, 2025 (the "Circular") and related continuous disclosure documents, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca, and on Edgar Next at www.sec.gov.

Shareholders are reminded to review the Circular in respect of the procedure for receiving the Consideration for their Sandstorm Shares. Registered shareholders (Sandstorm Shares held in physical form or a direct registration system ("DRS") advice) must complete, sign and return the letter of transmittal, along with their share certificate(s) or DRS advice(s), to Computershare Investor Services Inc., the depositary for the Arrangement. Non-registered shareholders (Sandstorm Shares held with a broker, bank or other intermediary) should contact their intermediaries for instructions and assistance in receiving the Consideration for such Sandstorm Shares.

While the Canada Post strike is ongoing, registered shareholders who wish to deposit their letters of transmittal, share certificates and other required documentation, as applicable, should use courier services or hand deliver such documentation to the depositary, Computershare Investor Services Inc., at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains "forward-looking statements", within the meaning of the U.S. Securities Act of 1933, 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. Forward-looking statements include, but are not limited to, the delisting of the Sandstorm Shares from the Toronto Stock Exchange and New York Stock Exchange following completion of the Arrangement, the filing of the application to cease to be a reporting issuer in the applicable jurisdiction following completion of the Arrangement, and the de-registration of Sandstorm Shares under the U.S. Securities Exchange Act of 1934, as amended. 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, 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, changes in business plans and strategies, market conditions, share price, best use of available cash, gold and other commodity price volatility, discrepancies between actual and estimated production, 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 Circular and the Company's annual information form dated March 31, 2025 available at www.sedarplus.com. 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/sandstorm-gold-royalties-closes-arrangement-with-royal-gold-302588496.html

SOURCE Sandstorm Gold Ltd.

FAQ

What did Sandstorm (SAND) announce on October 20, 2025 about Royal Gold?

Sandstorm announced completion of a plan of arrangement where Royal Gold acquired all Sandstorm shares and will issue 0.0625 Royal Gold shares per Sandstorm share as consideration.

How will Sandstorm shareholders receive payment for SAND shares in the Royal Gold deal?

Registered shareholders must return a signed letter of transmittal plus share certificate(s) or DRS advice to Computershare; non-registered holders should contact their intermediary for instructions.

When will Sandstorm (SAND) be delisted from TSX and NYSE after the Royal Gold arrangement?

Sandstorm shares are expected to be delisted from the Toronto Stock Exchange and New York Stock Exchange within two to three business days of October 20, 2025.

What is the exchange ratio for the Royal Gold acquisition of Sandstorm (SAND)?

The exchange ratio is 0.0625 of a Royal Gold common share for each Sandstorm share held.

Will Sandstorm (SAND) continue public reporting after the transaction with Royal Gold?

No; Sandstorm will apply to cease being a reporting issuer in Canada and will deregister Sandstorm shares under the U.S. Securities Exchange Act.