Announcement • Oct 21

Royal Gold, Inc. (NasdaqGS:RGLD) completed the acquisition of Sandstorm Gold Ltd. (TSX:SSL).

Royal Gold, Inc. (NasdaqGS:RGLD) signed a letter of intent to acquire Sandstorm Gold Ltd. (TSX:SSL) for $3.3 billion on May 29, 2025. Royal Gold, Inc entered into agreement to acquire Sandstorm Gold Ltd on July 6, 2025. The consideration consists of common equity of Royal Gold, Inc. at a ratio of 0.0625 per common equity of Sandstorm Gold Ltd. Royal Gold and Sandstorm shareholders will own approximately 77% and 23% of the combined company. In related transaction, Royal Gold, Inc. entered into agreement to acquire Horizon Copper Corp. on July 6, 2025. The Sandstorm Arrangement Agreement contains customary deal protections, including non-solicitation, “fiduciary out”, and “right to match” provisions in respect of Sandstorm, and non-solicitation and “fiduciary out” provisions in respect of Royal Gold, as well as a $200 million or $130 million termination fee payable to Sandstorm or Royal Gold, respectively, as the case may be, under certain circumstances. The transaction is subject to approval by Royal Gold and Sandstorm’s shareholders, approval of the Supreme Court of British Columbia, completion of the Horizon Transaction, the listing of shares of Royal Gold’s stock to be issued in the transaction on Nasdaq, anti trust approvals and regulatory clearances. Royal Gold and Sandstorm board approved the deal. The transaction is expected to complete in fourth quarter of 2025. The transaction is Accretive to NAV for Royal Gold shareholders. On September 15, 2025, Sandstorm Gold Ltd. has filed its notice of meeting, management information circular and related documents with securities regulators in connection with the special meeting which is to be held on October 9, 2025 at 8:00 a.m. (Vancouver time). As of October 9, 2025, Sandstorm Shareholders vote for the special resolution and approved the proposed arrangement with Royal Gold Inc. As on September 29, 2025, the transaction has received all government regulatory approvals, including the Investment Canada Act, the Competition Act (Canada), the South African antitrust approval and is expected to close early in the fourth quarter of 2025. As of October 10, 2025, Royal Gold, Inc. shareholders approved the transaction. Subject to the satisfaction or waiver of the closing conditions, it is anticipated that both the Sandstorm Transaction and the Horizon Transaction will close on October 20, 2025. As of October 15, 2025, the Supreme Court of British Columbia has granted the final order in connection with the Company’s plan of arrangement. Scotiabank, Inc. acted as financial advisor for Royal Gold, Inc. Roger Taplin,Adam Taylor,Shawn Doyle,Gerald Gaunt,Dominique Amyot-Bilodeau,David P. Badour,John W. Boscariol,Jade Buchanan,Natalie Estevan,Jason Gudofsky,Étienne Guertin,Joannie Jacques,Matthew Kraemer,Gideon Kwinter,Selina Lee-Andersen,Patrick McCay,William D. McCullough,Anne-Marie McDonald,Donovan Plomp,William G. S,Konstantin Sobolevski,Adam Taylor,Adam Wanke and Gregory Winfield of McCarthy acted as legal advisor for Royal Gold, Inc. Ryan Dzierniejko and Blair Thetford of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Royal Gold, Inc. Richards, Layton & Finger, P.A. acted as legal advisor for Royal Gold, Inc. Raymond James Ltd. acted as financial advisor for Royal Gold, Inc. BMO Capital Markets acted as financial advisor for Sandstorm Gold Ltd. Cassels Brock & Blackwell LLP acted as legal advisor for Sandstorm Gold Ltd. Crowell & Moring LLP acted as legal advisor for Sandstorm Gold Ltd. National Bank of Canada Financial Markets acted as financial advisor for Sandstorm Gold Ltd. Fasken Martineau DuMoulin LLP acted as legal advisor for Sandstorm Gold Ltd. CIBC World Markets, Inc. acted as financial advisor for Sandstorm Gold Ltd. Each of BMO and NBF have provided a fairness opinion to Sandstorm’s Board of Directors. CIBC World Markets Inc. has provided a fixed fee independent fairness opinion to the Sandstorm Special Committee. Aaron Dixon of Alston & Bird LLP represented Scotiabank, Inc. as financial advisor. Saratoga Proxy Consulting, LLC acted as a information agent to Royal Gold. Miranda & Amado and Bustamante Fabara acted as legal advisor to Royal Gold. Royal Gold, Inc. (NasdaqGS:RGLD) completed the acquisition of Sandstorm Gold Ltd. (TSX:SSL) on October 20, 2025. On completion, the Sandstorm Shares will be delisted from the Toronto Stock Exchange and the New York Stock Exchange.

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