Royal Gold Submits Proxy Statement for Sandstorm Gold Acquisition Deal

Royal Gold has submitted a proxy statement for its acquisition of Sandstorm Gold, with a special meeting scheduled for Oct. 9, 2025. The deal is an all-stock transaction, offering 0.0625 Royal Gold shares for each Sandstorm share, implying a $3.5-billion equity value and a 21% premium. Post-deal closure, SAND shareholders will receive around 19 million Royal Gold shares, holding approximately 23% of Royal Gold's fully diluted shares.

Royal Gold has submitted a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC) to acquire Sandstorm Gold, a strategic business combination transaction. The acquisition, announced in July 2025, will see Sandstorm become a wholly owned subsidiary of Royal Gold. The special meeting for Royal Gold stockholders to vote on the issuance of shares for the transaction is scheduled for October 9, 2025. The Royal Gold Board of Directors has unanimously recommended that stockholders vote in favor of the proposals detailed in the proxy statement [1].

The acquisition is an all-stock transaction, with Royal Gold offering 0.0625 shares for each Sandstorm share, equating to a $3.5-billion equity value and a 21% premium. Post-deal closure, Sandstorm shareholders will receive approximately 19 million Royal Gold shares, holding around 23% of the fully diluted shares of Royal Gold [2].

The completion of the transaction is contingent upon several customary closing conditions, including approvals from Royal Gold's stockholders and Sandstorm's shareholders, the endorsement of the Supreme Court of British Columbia, and the fulfillment or waiver of conditions related to the Horizon transaction. Additionally, the listing of Royal Gold's shares to be issued on Nasdaq and the receipt of regulatory clearances are required. Regulatory approvals under competition laws in Canada and South Africa have been obtained, while the review under the Investment Canada Act is still in progress [1][2].

Subject to these conditions being met, the anticipated closure of the Sandstorm acquisition is expected in the fourth quarter of 2025 (Q4 2025). The completion of the transactions will reinforce Royal Gold’s position as a leading North American gold-focused streaming and royalty company [1].

References:
[1] https://finance.yahoo.com/news/royal-gold-files-proxy-statement-143012264.html
[2] https://www.morningstar.com/news/business-wire/20250902894682/royal-gold-announces-filing-of-proxy-statement-for-the-acquisition-of-sandstorm-gold-ltd