Sandstorm Gold (SSL) M&A Announcement summary

Deal rationale and strategic fit

• Creates the world's most diversified, large-scale precious metals streaming and royalty company with about 400 royalties and streams, including 80 cash-flowing assets, and a mature, Americas-focused portfolio.

• Delivers significant free cash flow and a strong balance sheet, with pro-forma TTM EBITDA of approximately $785 million.

• Maintains exposure to high-quality, long-life, gold-focused portfolios, closing the valuation gap with mid-cap peers.

• Reduces portfolio concentration risk and improves maturity by combining three high-quality portfolios.

• Unlocks new opportunities for shareholders through increased scale, diversification, and organic growth potential.

Financial terms and conditions

• Sandstorm shareholders receive 0.0625 Royal Gold shares per Sandstorm share, a 21% premium to 20-day VWAP, with Royal Gold issuing about 19 million shares; post-deal, Royal Gold and Sandstorm shareholders will own approximately 77% and 23% of the combined company, respectively.

• Horizon Copper shareholders receive C$2.00 per share in cash, valuing the deal at $196M and representing an 85% premium to 20-day VWAP.

• Termination fees: US$200M to Sandstorm, US$130M to Royal Gold, US$15M to Horizon, US$10M to Royal Gold.

• Funding includes a $375 million draw on a $1 billion credit facility, with a pro forma debt/EBITDA ratio of 0.5x.

• Both deals require shareholder votes and are structured as plans of arrangement, with closing expected in Q4 2025, subject to court and regulatory approvals.

Synergies and expected cost savings

• Integration will reduce overhead, legal, and governance complexity, and streamline asset ownership.

• Corporate synergies expected by combining three portfolios, increasing free cash flow and reducing need for complex counterparty structures.

• Enhanced financial strength and liquidity to reinvest and compete for attractive deals.

• Larger scale and increased liquidity expected to attract a broader investor base.

• Combined company expected to have nearly $800 million in EBITDA and over $600 million in available capital under existing credit facilities.