M&A - ROYAL GOLD INC

Form Type: 8-K

Filing Date: 2025-07-10

Corporate Action: Acquisition

Type: New

Accession Number: 000008553525000107

Filing Summary: On July 6, 2025, Royal Gold, Inc. entered into an arrangement agreement with Sandstorm Gold Ltd. to acquire Sandstorm in an all-stock transaction, and another agreement with Horizon Copper Corp. to acquire Horizon in an all-cash transaction. The Sandstorm acquisition involves IRC acquiring all issued common shares of Sandstorm, with an Exchange Ratio of 0.0625 shares of Royal Gold for each Sandstorm share held, subject to certain conditions, including shareholder approvals and regulatory clearances. Similarly, the Horizon acquisition requires the approval of at least 66 2/3% of Horizon’s shareholders for the cash consideration of C$2.00 per share, with certain conditions also needing to be satisfied. Both transactions are structured as plans of arrangement under British Columbia corporate law and involve customary covenants and representations from both parties. Termination rights for these agreements include mutual consent and failure to obtain requisite approvals. The agreements have been organized to ensure all shareholders, including directors and senior officers, support the transactions through various voting agreements. The document emphasizes that additional proxy materials will be filed with the SEC for shareholder meetings.

Form Type: DEFA14A

Filing Date: 2025-07-10

Corporate Action: Acquisition

Type: New

Accession Number: 000008553525000108

Filing Summary: On July 6, 2025, Royal Gold, Inc. and its subsidiary International Royalty Corporation entered into two significant arrangement agreements: the Sandstorm Agreement with Sandstorm Gold Ltd. facilitating an all-stock transaction for acquiring Sandstorm, and the Horizon Agreement with Horizon Copper Corp. concerning an all-cash acquisition. The Sandstorm Agreement stipulates shareholders will receive an exchange ratio of 0.0625 shares of Royal Gold for each Sandstorm share, with various conditions including necessary shareholder approvals and the listing of Royal Gold shares. The Horizon Agreement offers a cash payment of C$2.00 per Horizon share with comparable conditions for approval. Both agreements highlight defined termination rights for either party, including financial penalties in specified circumstances. The agreements aim to enhance Royal Gold’s asset portfolio within the mining industry and necessitate approvals from stockholders and relevant regulatory bodies.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000008553525000094

Filing Summary: On July 7, 2025, Royal Gold, Inc. announced its entry into arrangement agreements to acquire Sandstorm Gold Ltd. in an all-stock transaction and Horizon Copper Corp. in an all-cash transaction. This announcement includes the intention to file proxy materials with the SEC for the solicitation of proxies for a special meeting of shareholders. A press release and an investor presentation related to these transactions were also issued on the same date. Shareholders are urged to carefully read the forthcoming proxy materials and management information circulars as they will contain crucial information about the transactions, associated risks, and the relevant parties involved.

Form Type: DEFA14A

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000008553525000096

Filing Summary: On July 7, 2025, Royal Gold, Inc. announced its entry into agreements to acquire Sandstorm Gold Ltd. in an all-stock transaction and Horizon Copper Corp. in an all-cash transaction. The Sandstorm agreement involves Royal Gold acquiring 100% of Sandstorm's issued share capital at an exchange ratio of 0.0625 of Royal Gold shares for each Sandstorm share, implying a 21% premium based on a 20-day volume-weighted average price and reflecting an equity value of approximately $3.5 billion. The Horizon deal entails acquiring 100% of Horizon shares for cash at C$2.00 per share, representing an 85% premium based on a 20-day VWAP. The combined transactions are expected to significantly enhance Royal Gold’s portfolio with 40 additional producing assets contributing between 65,000 and 80,000 gold equivalent ounces in 2025, resulting in a projected 26% increase in production for that year. The combined entity will have a diversified portfolio predominantly focused on precious metals, including substantial revenue growth potential from newly acquired assets in stable, mining-friendly jurisdictions. The transactions enhance Royal Gold's market position and are expected to appeal to a broader investor base, leading to increased liquidity and overall growth potential for the company.

Form Type: DEFA14A

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000008553525000098

Filing Summary: Royal Gold, Inc. has announced agreements to acquire Sandstorm Gold Royalties and Horizon Copper, aiming to create a leading growth company in the gold streaming and royalty sector. This acquisition will significantly diversify Royal Gold's asset base, adding high-quality, long-life precious metals assets. Post-acquisition, Royal Gold shareholders will own 77% of the combined entity, with Sandstorm shareholders receiving Royal Gold shares. The strategic rationale includes enhancing cash flow, asset NAV, and market position. The transactions require shareholder votes for completion, with expectations for closure in the fourth quarter of 2025, subject to approvals. The combined portfolio will contain a diversified range of assets, including royalties from some of the world's top mining operations. Key assets being added include those located in Peru, Canada, and several other regions, enhancing both revenue and growth potential. The expected impact includes a projected increase of approximately 26% in GEO (Gold Equivalent Ounces) production in 2025. The merger aims to create a more robust and diversified investment vehicle for shareholders, focusing on risk mitigation and growth opportunities in the precious metals market.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000008553525000083

Filing Summary: Royal Gold, Inc. reported its financial results for the period ended March 31, 2025, highlighting significant operational and financial metrics. The company recorded revenue of $193,436,000, a substantial increase from $148,902,000 in the same quarter the previous year. Operating income stood at $123,111,000, leading to a net income of $113,498,000 attributable to common stockholders. Additionally, the quarterly report presented Royal Gold's total assets of $3,458,318,000, up from $3,392,130,000, and total liabilities decreased from $260,924,000 to $243,172,000. A notable acquisition of an additional precious metals purchase agreement was completed with Ero Gold Corporation, valued at $50 million, aimed at expanding the company’s portfolio of stream and royalty interests related to the Xavantina mine. This expansion is expected to bolster the gold deliveries under existing agreements, demonstrating a strategic move in Royal Gold's growth plan.