Orezone Gold Corporation press release
Royal Gold to Acquire Sandstorm Gold and Horizon Copper and Reinforce its Position as a Leading North American Gold-Focused Streaming and Royalty Company
TSX - Toronto Stock Exchange · Gold · Silver · Canada
Transactions increase Royal Gold’s scale, diversification and potential for organic growth, and the strong balance sheet and cash flow of the pro forma company will position Royal Gold to grow and reinvest in precious metals
Royal Gold, Inc. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today its entry into agreements to acquire each of Sandstorm Gold Ltd. (TSX: SSL; NYSE: SAND) (“Sandstorm”) and Horizon Copper Corp. (TSXV: HCU; OTCQB: HNCUF) (“Horizon”). Under the terms of the agreement with Sandstorm, Royal Gold will acquire 100% of the issued share capital of Sandstorm in exchange for Royal Gold shares at an exchange ratio of 0.0625 common shares of Royal Gold for each common share of Sandstorm (the “Sandstorm Transaction”). The exchange ratio implies a premium of 21% based on the 20-day volume-weighted average price (“VWAP”) and 17% based on the closing price of Sandstorm shares on the New York Stock Exchange (“NYSE”) on July 3, 2025, and reflects a transaction equity value of approximately $3.5 billion. Under the terms of the agreement with Horizon, Royal Gold will acquire 100% of the issued share capital of Horizon in exchange for cash of C$2.00/share (the “Horizon Transaction” and together with the Sandstorm Transaction, the “Transactions”). The price per Horizon share implies a premium of 85% to the 20-day VWAP and 72% to the closing price of Horizon shares on the TSX-V on July 4, 2025, and reflects a transaction equity value of approximately $196 million. The Transactions are expected to add significantly to Royal Gold’s world-class diversified portfolio of precious metal stream and royalty interests.
Highlights of the Acquisitions
Royal Gold believes the acquisitions will provide the following benefits:
Immediate and meaningful revenue growth: The Transactions will contribute 40 additional producing assets to Royal Gold’s portfolio, which are expected to account for between 65,000 and 80,000 gold equivalent ounces 1,2 (“GEOs”) in 2025. Based on the midpoints of full year 2025 guidance from each of Royal Gold and Sandstorm, and assuming a full year of contribution at these levels, these transactions would increase 2025 GEO production by approximately 26%. Gold-dominant revenue mix: Pro forma revenue mix of approximately 87% from precious metals, with gold contributing approximately 75% of total revenue 3 . Significantly diversified portfolio with limited asset concentration: The pro forma company will have the most diversified portfolio of mining assets in the streaming and royalty sector, including 80 revenue-producing assets, with no single asset expected to account for more than 13% of net asset value (“NAV”) 4 . Attractive long-term growth potential from a large portfolio of stream and royalty interests on development, evaluation and exploration assets: The pro forma portfolio will have 47 development assets, including the addition of high quality near-term development assets such as Platreef (Ivanhoe Mines, in construction), MARA (Glencore, in development) and Hod Maden (SSR Mining, pre-construction) and a further 266 assets in the evaluation and exploration stages, creating the potential for organic growth and significant optionality as these assets are advanced by their operators. Assets located in safe and mining-friendly jurisdictions: The distribution of the pro forma portfolio NAV is weighted towards stable and mining-friendly jurisdictions with approximately 41% from Canada and the U.S., and the remainder from countries where mining is a welcome and well-established contributor to local economies. Strong balance sheet and robust cash flow provide liquidity to reinvest and compete for the best opportunities in a competitive sector: Royal Gold expects to have a low outstanding debt balance and modest debt to EBITDA at closing. This financial strength will position Royal Gold to continue to grow and compete for the largest transactions in the sector. Increased size and liquidity provide appeal to a broader investor base: Increased scale is anticipated to enhance the attractiveness of Royal Gold to institutional investors as a leading North American precious metals streaming and royalty company. Attractive transactions provide benefits to all shareholders: Upon completion of the Transactions, Royal Gold shareholders will own approximately 77% and Sandstorm shareholders will own approximately 23% of the combined company. The Transactions provide immediate NAV per share accretion to Royal Gold shareholders; a material premium, near-term cash flow per share accretion and ownership in a larger and more liquid company to Sandstorm shareholders; and a material cash premium and liquidity for Horizon shareholders. Value creation through simplification of inter-company structure: The combination of Sandstorm and Horizon will convert a greater proportion of stream and royalty earnings into equity free cash flow, foregoing the need for more complex counterparty structures, particularity for the Hod Maden and Antamina interests.
_“I am pleased to announce these acquisitions, which fit our strategic goal of acquiring high-quality and long-life precious metals assets in mining-friendly jurisdictions,” _commented Bill Heissenbuttel, President and CEO of Royal Gold. “Upon completion of these transactions, Royal Gold will remain firmly positioned as a leading North American precious metal streaming and royalty company. Royal Gold has a 40+ year history of consistently executing a strategy of disciplined growth in gold, and the addition of the Sandstorm and Horizon assets will create a global portfolio of precious metals interests that is unmatched in terms of asset diversification, development and organic growth potential, and exploration optionality. These characteristics will position Royal Gold as the go-to vehicle for investors seeking precious metals exposure in the U.S. marketplace, and we welcome Sandstorm shareholders to participate in the formation of the premier growth company in our sector.”
President & CEO of Sandstorm, Nolan Watson, commented, “Today is a significant milestone for Sandstorm and its shareholders, marking the beginning of an exciting new chapter. Over the past 15 years, we’ve built a company that has not only delivered consistent growth and value but has helped shape the royalty sector through innovation. This transaction rewards Sandstorm shareholders in the near term while also offering a compelling opportunity to own a large-scale, world-class streaming and royalty company with continued upside potential. Joining forces with Royal Gold will amplify the strengths of Sandstorm’s portfolio and unlock new opportunities for our shareholders as we create a truly extraordinary royalty company.”
Erfan Kazemi, President & CEO of Horizon, commented, “Since its creation in 2022, Horizon’s unique position as a junior company holding a world-class copper portfolio has offered shareholders a remarkable investment opportunity. Backed by strong cash flows from our interest in Antamina and the continued progress made by our operating partners at Hod Maden and Oyu Tolgoi, Horizon has been one of the best-performing junior copper stocks over the last 12 months. The significant cash premium to Horizon’s valuation is indicative of the incredible value that underlies Horizon’s asset base.”
| | | 1 Gold equivalent ounces, or GEOs, is calculated by the Company as revenue for a period divided by the average gold price for that same period. | | 2 Based on Sandstorm’s guidance provided in a press release dated May 6, 2025; excludes incremental contribution from Horizon due to lack of internal guidance or available third-party estimates. | | 3 Assuming a full year contribution in 2025 and metal prices of $3,025/ounce for gold, $32.95 per ounce for silver and $4.20 per pound of copper. | | 4 Average of available consensus NAV estimates as of June 25, 2025. |
Overview of Pro Forma Portfolio
Upon completion of the transactions, Royal Gold will be an industry-leading precious metals streaming and royalty company with enhanced scale and liquidity, while remaining nimble enough to compete across the streaming and royalty industry in accretive ways. Royal Gold’s portfolio will comprise 393 streams and royalties, largely focused on the Americas, with 80 cash-flowing assets and 47 in development. The company will remain precious metals focused, with its 2025 revenue mix expected to be approximately 87% precious metals, and gold contributing approximately 75% of total revenue. Longer-term, Royal Gold is expected to maintain or exceed this concentration of precious metals revenue. The company will be well capitalized, generating significant free cash flow, and the combined portfolio is well-positioned for cash flow growth from its robust development pipeline.
Royal Gold will host one of the most diversified streaming and royalty portfolios in the world while benefiting from built-in optionality from high-quality assets. Below are details of the top 10 assets by NAV within the pro forma portfolio. For more details of the pro forma portfolio, including full stream and royalty terms, refer to www.royalgold.com and www.sandstormgold.com .
Key Producing Assets
Mount Milligan
Mount Milligan is a large-scale, open-pit copper and gold mine located in north-central British Columbia operated by an indirect subsidiary of Centerra Gold Inc. In production since 2014, the project has a 60,000 tonne per day flotation processing plant and a reserve life through to 2036, with a pre-feasibility study underway to define the long-term outlook of the mine. The operator’s 2025 production guidance is 165,000–185,000 ounces of gold and 50–60 million pounds of copper. Royal Gold holds the right to purchase 35% of the payable gold for ongoing payments of $435 per ounce and 18.75% of the payable copper for ongoing payments equal to 15% of the copper spot price, subject to a cost support agreement that will provide additional cash purchase prices for gold and copper deliveries in three periods, which are defined by gold and copper deliveries. Royal Gold also holds a 5% free cash flow royalty interest on Mount Milligan that will become payable after the earlier of reaching certain gold and copper delivery thresholds or January 1, 2036, potentially increasing to 10% after reaching additional gold and copper delivery thresholds.
Pueblo Viejo
Located in the central part of the Dominican Republic, Pueblo Viejo is an open-pit gold mine owned by a joint venture between Barrick Gold Corporation and Newmont Corporation. In production since 2013, the mine completed construction of a plant expansion in 2024, which is currently ramping up to target throughput levels. Royal Gold holds the right to purchase 7.5% of Barrick’s interest in payable gold produced until 990,000 ounces have been delivered, and 3.75% thereafter. Royal Gold also holds the right to purchase 75% of Barrick’s interest in payable silver from Pueblo Viejo until 50 million ounces are delivered, and 37.5% thereafter. Royal Gold currently makes ongoing payments of 30% of both the spot price of gold and silver per ounce delivered, which will increase to 60% after reaching certain gold and silver delivery thresholds. Barrick‘s 2025 production guidance is 370,000–410,000 ounces of gold for its interest in Pueblo Viejo (silver production guidance is not provided), and Barrick expects production to average of 800,000 ounces of gold per year (100% basis) to the mid-2040’s.
Cortez
The Cortez Complex, operated by Barrick Gold Corporation and held within the Nevada Gold Mines joint venture, is a series of large, open-pit and underground mines with oxide milling and heap leach processing facilities situated on the Cortez-Battle Mountain trend of Nevada. The operator’s 2025 production guidance is 680,000–765,000 ounces of gold with a longer-term outlook of between 750,000–1.1 million ounces annually over the next five years. Royal Gold owns various royalty interests on the Cortez Complex across producing operations, development projects, and several exploration targets on a large land package. Several of these royalty interests overlap in certain areas, creating multiple effective royalty rates across the Cortez Complex. Royal Gold will hold an additional sliding scale net smelter returns (“NSR”) royalty of 2.25% at current metal prices on the Robertson development project acquired through the Sandstorm Transaction.
Andacollo
Andacollo is an open-pit copper mine and milling operation located in central Chile, operated by Compañía Minera Teck Carmen de Andacollo, a 90% owned subsidiary of Teck Resources Lt. Gold is produced as a by-product of copper production. Teck expects Andacollo to produce 35,000–39,000 ounces of gold in 2025, with the mine plan to transition to higher-grade ore and copper production through to 2027. Gold and copper grades have been relatively positively correlated at Andacollo. Royal Gold holds the right to purchase 100% of payable gold (at a fixed payability factor of 89%) from Andacollo until 900,000 ounces have been delivered, and 50% thereafter, for ongoing payments equal to 15% of the monthly average gold price.
Khoemac a u
Khoemac a u is a copper-silver mine located in the Kalahari copper belt in northwestern Botswana, owned and operated by a subsidiary of MMG Limited. The Khoemac a u operation consists of mechanized underground mines producing from the Zone 5 orebody and a sulfide ore flotation plant producing a copper-silver concentrate product at Boseto. Royal Gold holds the right to purchase 100% of the payable silver produced from an area of interest that includes the Zone 5 mines and the Mango NE deposits until the delivery of 40 million ounces, and 50% thereafter, for ongoing payments of 20% of the spot price of silver. MMG expects Zone 5 silver production of 1.3 to 1.5 million ounces in 2025, and is expecting long-term annual average silver production of 1.8 to 2.0 million ounces over a 20+ year mine life. MMG is currently advancing a feasibility study for expansion of the Khoemac a u mine, which may increase production from the Zone 5 mines and new production from the Mango NE deposits.
Wassa
Wassa is an underground gold mine operated by Chifeng Jilong Gold Mining Co. (“Chifeng”) and located in the Western Region of Ghana. The mine started as an open pit operation in 1998, and the underground operation began in 2017. Chifeng expects 2025 production of approximately 200,000 ounces of gold, with most ore mined from underground sources. The mine has a reserve life through 2028, and Chifeng is currently advancing work to upgrade inferred resources for inclusion in a mine plan that could extend the mine life into the 2040’s. Royal Gold owns the right to purchase 10.5% of the payable gold produced from Wassa for an ongoing payment of 20% of the spot gold price until the delivery of 240,000 ounces, after which the stream rate will drop to 5.5% of payable gold for an ongoing payment of 30% of the spot gold price.
Antamina
Antamina is an open-pit copper mine located in the Andes mountain range of Peru and is considered the world’s fourth-largest copper mine on a copper equivalent basis 5 . Antamina is operated by Compañia Minera Antamina, an entity jointly owned by Glencore plc, BHP Billiton plc, Teck Resources Limited, and Mitsubishi Corporation. The mine has been in consistent production since 2001, and for 2025, annual production is expected to be 335,000–400,000 tonnes of copper (on a 100% basis). In 2024, According to Teck, Antamina received approval for the Modification of Environmental Impact Assessment (“MEIA”) allowing for an investment of approximately $2 billion to extend operations at Antamina through to 2036. The MEIA contemplates an increase in processing capacity to up to 208,000 tonnes per day, which is approximately a 40% increase from current levels. Antamina mineral resources are expected to support a multi-decade mine life producing high-grade copper. Through the Transactions, Royal Gold will hold a 1.66% net profits interest in the Antamina mine.
| | | 5 Based on 2024 production of top copper mines per CapIQ. |
Key Development Assets
MARA
MARA is a brownfields copper-gold project located in Argentina that ranks as one of the lowest capital-intensive copper projects in the world, owing to the existing Alumbrera processing plant and associated infrastructure located nearby. Owner and operator, Glencore plc, estimates MARA will produce approximately 200,000 tonnes of copper equivalent per year with a mine life exceeding 20 years. Once operational, MARA is expected to be in the top 25 global copper producers. Through the Sandstorm Transaction, Royal Gold will hold an option to convert an existing 0.25% NSR royalty to a 20% gold stream for ongoing payments equal to 30% of the spot price of gold for a maximum payment of $225 million, which would be paid in tranches over the course of project construction.
Hod Maden
Hod Maden is a high-grade gold-copper project located in northeastern Turkey. According to the operator, SSR Mining Inc., the project’s critical path items—principally, road and tunnel construction—are advancing as they work towards a formal investment decision. Based on a 2021 feasibility study, the project is expected to produce an average of 195,000 gold equivalent ounces per year for an initial 13-year mine life. Through the Transactions, Royal Gold will hold a 2.0% NSR royalty and a 30% non-operating interest in the Hod Maden project, and Royal Gold will be required to fund its 30% share of project costs.
Platreef
Platreef is a multi-phase development project in South Africa, currently under construction by Ivanhoe Mines Ltd. According to Ivanhoe, Phase 1 is expected to commence production in late 2025 and, once all three phases are complete, Platreef is expected to be the world’s largest platinum group metals mine with total possessing capacity of approximately 10.7 million tonnes per year. Through the Sandstorm Transaction, Royal Gold will hold the right to purchase 37.5% of payable gold from Platreef until 131,250 ounces are delivered, and then 30% of payable gold until 256,980 cumulative ounces are delivered for ongoing payments of $100 per ounce.
Board of Directors and Special Committee Recommendations
The Boards of Directors of Royal Gold and Sandstorm and a special committee comprised solely of independent directors of Sandstorm (the “Sandstorm Special Committee”), after receiving external legal and financial advice, have determined that the Sandstorm Transaction is in the best interests of Royal Gold and Sandstorm, respectively.
Additionally, the Boards of Directors of Royal Gold and Horizon and a special committee comprised solely of independent directors of Horizon (the “Horizon Special Committee”), after receiving external legal and financial advice, have determined that the Horizon Transaction is in the best interests of Royal Gold and Horizon, respectively.
Accordingly, the Boards of Directors of Royal Gold, Sandstorm, and Horizon recommend that shareholders vote in favor of the Transactions.
Overview of Proposed Acquisitions
Summary of Sandstorm Transaction
The Sandstorm Transaction will be effected by way of a court-approved plan of arrangement under the _Business Corporations Act _(British Columbia) (the “Sandstorm Arrangement Agreement”). Under the terms of the Sandstorm Arrangement Agreement, Sandstorm shareholders will receive 0.0625 common shares of Royal Gold for each Sandstorm share held, implying a 21% premium based on the 20-day VWAP of the Sandstorm Shares, and a 17% premium based on the closing price of Sandstorm Shares on the NYSE on July 3, 2025.
At closing of the Sandstorm Transaction, Royal Gold expects to issue an aggregate of approximately 19 million common shares to Sandstorm shareholders, and following completion of the Sandstorm Transaction, existing Sandstorm shareholders will own approximately 23% of the issued and outstanding common shares of Royal Gold on a fully diluted basis.