Mr. Nolan Watson reports
SANDSTORM GOLD ROYALTIES ANNOUNCES FILING AND MAILING OF MEETING MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO APPROVE PROPOSED PLAN OF ARRANGEMENT WITH ROYAL GOLD ON OCTOBER 9, 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 of the holders of common shares of the company. The meeting materials have also been mailed to shareholders and can also be accessed on the company's website, Sandstorm's SEDAR+ profile and EDGAR.
Meeting details
The meeting is to be held on Oct. 9, 2025, at 8 a.m. Vancouver time, in the Gold boardroom at the company's head office located at Suite 3200, 733 Seymour St., Vancouver, B.C., Canada, V6B 0S6. Only holders of Sandstorm shares of record as of the close of business on Sept. 8, 2025, the record date for the meeting, are entitled to receive notice of and vote at the meeting.
At the meeting, shareholders will be asked to pass a special resolution approving an arrangement with Royal Gold Inc., whereby shareholders will receive 0.0625 share of common stock of Royal Gold for each Sandstorm share held pursuant to the terms of an arrangement agreement entered into between Sandstorm and Royal Gold on July 6, 2025. The exchange ratio represents an implied value of approximately $3.5-billion as at the date of the arrangement agreement. This represents a 21-per-cent premium to the 20-day volume-weighted average price of the Sandstorm shares for the period ended July 3, 2025, and a 17-per-cent premium to the closing price of the Sandstorm shares on the New York Stock Exchange on July 3, 2025. Upon completion of the arrangement, existing Royal Gold and Sandstorm shareholders will own approximately 77 per cent and 23 per cent of the outstanding common stock of the combined company, respectively, based on the number of issued and outstanding securities of both companies as at the date of the arrangement agreement.
Board recommendation
The board of directors of Sandstorm and a special committee of independent directors of Sandstorm have unanimously determined that the arrangement is in the best interests of Sandstorm and unanimously
recommend
that shareholders vote
for
the arrangement resolution. The determination of the special committee and the board is based on various factors set forth below and described more fully in the circular.
Strategic rationale
The arrangement is poised to create significant value for shareholders by delivering multiple benefits:
-
Maintains exposure to Sandstorm's gold-focused, high-quality, long-life royalty and streaming portfolio with significant built-in growth from its principal assets;
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Daylights intrinsic value of Sandstorm's portfolio, closing the valuation gap between Sandstorm and its mid-tier peers;
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Attractive premium to the 20-day volume-weighted average price of Sandstorm shares for the period ended July 3, 2025, which continue to trade near 10-year highs;
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Improves pro forma portfolio maturity by reducing the relative concentration of development-stage assets through the integration of a larger, more diversified asset base;
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Enhanced access to institutional investors through an attractive, larger, diversified, gold-focused streaming and royalty company with strong trading liquidity; and
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Equity participation in a large-scale precious metal streaming and royalty company with a significant rerating potential and proven record of capital returns.
Your vote is important, no matter how many Sandstorm shares you hold. The board of directors of Sandstorm unanimously recommends that shareholders vote for the arrangement resolution.
Shareholders are encouraged to vote their shares well in advance of the proxy voting deadline on Oct. 7, 2025, at 8 a.m. Vancouver time.
Questions and voting assistance
Shareholders who have questions about the meeting or require assistance in voting may contact the company's proxy solicitation agent.
Laurel Hill Advisory Group
North American toll-free: 1-877-452-7184
Outside of North America: 1-416-304-0211
By e-mail: assistance@laurelhill.com
About Sandstorm Gold Ltd.
Sandstorm is a precious-metal-focused royalty company that provides upfront financing to mining companies and receives the right to a percentage of production from a mine for the life of the mine. Sandstorm holds a portfolio of approximately 230 royalties, of which 40 of the underlying mines are producing. Sandstorm plans to expand and diversify its low-cost production profile through the acquisition of additional gold royalties.
We seek Safe Harbor.
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