Successor to Sandstorm Gold ends registration; now Royal Gold subsidiary

Rhea-AI Filing Summary

Sandstorm Gold Ltd., now succeeded by International Royalty Corporation, filed Form 15 to terminate registration under Section 12(g) and suspend reporting duties under Sections 13 and 15(d) of the Exchange Act. The class covered is the Common Shares of Sandstorm Gold Ltd., no par value.

Following an acquisition, the registrant was continued under the CBCA as 17411979 Canada Inc. on October 20, 2025, then amalgamated with International Royalty Corporation on October 23, 2025. The resulting entity amalgamated with 17412002 Canada Inc. (formerly Horizon Copper Corp.), a wholly owned subsidiary of Royal Gold, and is now named International Royalty Corporation, a wholly owned subsidiary of Royal Gold.

Insights

SEC compliance analyst

Form 15 ends Sandstorm’s SEC registration; reporting ceases.

International Royalty Corporation, as successor by merger to Sandstorm Gold Ltd., submitted Form 15 to terminate registration under Section 12(g) and suspend ongoing reporting under Sections 13 and 15(d). This filing applies to the Common Shares of Sandstorm Gold Ltd. and reflects post-acquisition restructuring steps.

The sequence included a CBCA continuance as 17411979 Canada Inc. on October 20, 2025, an amalgamation with International Royalty Corporation on October 23, 2025, and a further amalgamation with 17412002 Canada Inc. (formerly Horizon Copper Corp.), a wholly owned subsidiary of Royal Gold. The resulting entity is International Royalty Corporation, wholly owned by Royal Gold.

This indicates the public reporting obligations tied to Sandstorm’s common shares are being suspended in line with the corporate combination. The practical effects flow from the transaction structure and the status of the successor entity.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35617

Sandstorm Gold Ltd.

(International Royalty Corporation, as successor by merger to Sandstorm Gold Ltd.)

(Exact name of registrant as specified in its charter)

c/o International Royalty Corporation

Unit 500 – 220 Bay Street

Toronto, Ontario

M5J 2W4 Canada

604-689-0234

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Shares of Sandstorm Gold Ltd., no par value

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date:

Common Shares of Sandstorm Gold Ltd.: One (1) *

* Effective October 20, 2025, the Registrant and Royal Gold, Inc. (“Royal Gold”) completed a court-approved statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Royal Gold, through its wholly owned subsidiary, International Royalty Corporation, acquired all of the issued and outstanding shares of the Registrant (the “Acquisition”).

Subsequent to the Acquisition, on October 20, 2025, the Registrant was continued as a corporation pursuant to the Canada Business Corporations Act (the “CBCA”) under the name 17411979 Canada Inc. On October 23, 2025, pursuant to the CBCA, the Registrant amalgamated with International Royalty Corporation. The resulting entity amalgamated with 17412002 Canada Inc. (formerly known as Horizon Copper Corp.), a wholly owned subsidiary of Royal Gold, with the resulting entity being named International Royalty Corporation, a corporation existing under the laws of the CBCA and a wholly owned subsidiary of Royal Gold.

Pursuant to the requirements of the Securities Exchange Act of 1934, International Royalty Corporation, as successor by merger to Sandstorm Gold Ltd., has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

						International Royalty Corporation (as successor by merger to Sandstorm Gold Ltd.)
Date: October 30, 2025				By:		/s/ David Crandall
						Name: David Crandall
						Title: Secretary

FAQ

What did Sandstorm Gold Ltd. (SAND) file with the SEC?

It filed Form 15 to terminate registration under Section 12(g) and suspend reporting duties under Sections 13 and 15(d).

Which securities are covered by the Form 15 for SAND?

The filing covers the Common Shares of Sandstorm Gold Ltd., no par value.

Who is the successor to Sandstorm Gold Ltd. in this filing?

International Royalty Corporation is the successor by merger to Sandstorm Gold Ltd.

What corporate steps preceded the Form 15 for SAND?

On October 20, 2025 the registrant continued as 17411979 Canada Inc., then on October 23, 2025 amalgamated with International Royalty Corporation and subsequently with 17412002 Canada Inc..

What is the ownership status of the resulting entity after the amalgamations?

The resulting entity, International Royalty Corporation, is a wholly owned subsidiary of Royal Gold.

What is the SEC Commission File Number for SAND in this context?

The Commission File Number is 001-35617.

Who signed the certification for the successor entity?

It was signed by David Crandall, Secretary, on October 30, 2025.