Sandstorm Gold Royalties Shareholders Approve Proposed Plan of Arrangement with Royal Gold

Rhea-AI Summary

Sandstorm Gold Royalties (NYSE: SAND) announced that shareholders approved a plan of arrangement for Royal Gold to acquire all issued shares.

At the special meeting on October 9, 2025, 58% of issued shares were represented and the Arrangement passed by 98.68% of votes cast (98.66% excluding certain excluded votes). Royal Gold shareholders approved issuance of Royal Gold common stock with ~99% support. Closing is anticipated on October 20, 2025, subject to customary conditions including Supreme Court of British Columbia approval and Nasdaq listing approval. Following closing, Sandstorm expects to delist from the TSX and NYSE and to cease U.S. registration and Canadian reporting status.

Positive

• Shareholder approval: 98.68% votes in favor
• Royal Gold shareholder support: approximately 99%
• Transaction target closing date: October 20, 2025

Negative

• Only 58% of issued shares were represented at the meeting
• Sandstorm expects to deregister under U.S. Exchange Act and delist from TSX/NYSE

Insights

M&A Analyst

Shareholders overwhelmingly approved the Royal Gold arrangement; closing expected subject to customary regulatory and listing conditions.

Sandstorm Gold Royalties shareholders approved the plan of arrangement with Royal Gold with 98.68% support of votes cast and 98.66% excluding certain excluded votes, with 58% of issued shares represented at the meeting.

The business effect is a full acquisition where Royal Gold will indirectly acquire all outstanding Sandstorm shares and Sandstorm expects to delist from the TSX and NYSE and cease U.S. reporting and Canadian reporting issuer status after closing. The transaction still depends on remaining customary closing conditions, approval of the Supreme Court of British Columbia, completion conditions tied to the Horizon Transaction, and Nasdaq listing approval for the Royal Gold shares to be issued.

Key items to monitor before the anticipated close on October 20, 2025 include receipt of the Supreme Court approval, confirmation that the Horizon Transaction conditions are satisfied or waived by Royal Gold, and Nasdaq listing approval; these milestones will determine whether the arrangement completes as planned.

VANCOUVER, BC, Oct. 9, 2025 /PRNewswire/ - Sandstorm Gold Ltd. ("Sandstorm Gold Royalties", "Sandstorm" or the "Company") (NYSE: SAND) (TSX: SSL) is pleased to provide the voting results from the Company's Special Meeting of Shareholders (the "Meeting") held today, October 9, 2025 in Vancouver, at which 58% of the Company's issued common shares ("Shares"), as of the record date for the Meeting, were represented. The Company's shareholders have approved, by Special Resolution, the Company's plan of arrangement (the "Arrangement") with Royal Gold, Inc. ("Royal Gold"), whereby Royal Gold will indirectly acquire all of the issued and outstanding Shares.

The Arrangement was approved by (i) 98.68% of the votes cast by all shareholders present in person or represented by proxy and entitled to vote at the Meeting, and (ii) 98.66 % of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast by persons required to be excluded under the Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Report on Voting Results for the Meeting will be available under the Company's SEDAR+ profile at www.sedarplus.ca, and on Edgar Next at www.sec.gov.

Royal Gold announced that its stockholders approved the issuance of shares of Royal Gold common stock in connection with the previously announced acquisition of Sandstorm, with approximately 99% of the votes cast at the Royal Gold meeting in favor.

The closing of the transaction is anticipated to occur on October 20, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions, including receipt of 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, and the approval of the listing of shares of Royal Gold's stock to be issued in the Arrangement on Nasdaq.

Following completion of the Arrangement, the Company expects to delist its Shares from the Toronto Stock Exchange and the New York Stock Exchange. It is anticipated that the Company 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.

For a more detailed description of the Arrangement, including regulatory matters and approvals, please see the Company's Management Information Circular dated September 8, 2025 (the "Circular"), available under the Company's profile on SEDAR+ at www.sedarplus.ca, and on Edgar Next at www.sec.gov.

ABOUT SANDSTORM GOLD ROYALTIES

Sandstorm is a precious metals-focused royalty company that provides upfront financing to mining companies and receives the right to a percentage of production from a mine, for the life of the mine. Sandstorm holds a portfolio of approximately 230 royalties, of which 40 of the underlying mines are producing. For more information visit: www.sandstormgold.com.

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 completion of the Arrangement and the timing thereof, , the receipt of required approvals for the Arrangement, the satisfaction or waiver of the remaining closing conditions of the Arrangement, the delisting of the Shares from the Toronto Stock Exchange and New York Stock Exchange following completion of the Arrangement, and the filing of the application to cease to be a reporting issuer in the applicable jurisdiction following completion of the Arrangement,. 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-shareholders-approve-proposed-plan-of-arrangement-with-royal-gold-302580194.html

SOURCE Sandstorm Gold Ltd.

FAQ

What did Sandstorm (SAND) shareholders approve on October 9, 2025?

Shareholders approved a plan of arrangement for Royal Gold to acquire all Sandstorm shares with 98.68% of votes cast in favor.

When is the Sandstorm and Royal Gold transaction expected to close?

The parties anticipate closing on October 20, 2025, subject to customary closing conditions and regulatory approvals.

Will Sandstorm (SAND) remain listed after the Royal Gold acquisition?

No. Following completion, Sandstorm expects to delist from the TSX and NYSE and cease reporting status in Canada and the U.S.

How many Sandstorm shares were represented at the special meeting on October 9, 2025?

58% of the company's issued common shares were represented at the meeting.

Did Royal Gold shareholders approve the share issuance for the Sandstorm acquisition?

Yes—Royal Gold reported approximately 99% of votes cast in favor at its shareholder meeting.

What remaining approvals are required before the Sandstorm transaction closes?

Closing requires Supreme Court of British Columbia approval, satisfaction or waiver of Horizon Transaction conditions, and Nasdaq listing approval for issued Royal Gold shares.