Royal Gold Completes Asset Acquisition/Disposition

TL;DR

Royal Gold just closed a deal on assets, filing an 8-K today.

AI Summary

Royal Gold, Inc. filed an 8-K on October 21, 2025, reporting the completion of an acquisition or disposition of assets. The filing also covers unregistered sales of equity securities, Regulation FD disclosures, and financial statements and exhibits. The report date is October 20, 2025.

Why It Matters

This filing indicates a significant corporate action by Royal Gold, Inc., potentially impacting its asset base and financial structure.

Risk Assessment

Risk Level: medium — The completion of an acquisition or disposition of assets can introduce financial and operational risks.

Key Players & Entities

• Royal Gold, Inc. (company) — Registrant
• October 20, 2025 (date) — Earliest event reported
• October 21, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 1144 15th Street, Suite 2500, Denver, CO 80202 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered: Common Stock, $0.01 par value RGLD Nasdaq Global Select Ma
• $10.3 million — om Sandstorm, resulting in payments of C$10.3 million in the aggregate. Persons who were sha
• $2.00 — holder (other than Sandstorm) received C$2.00 in cash (the "Horizon Consideration") f
• $127.0 million — mon Share held by such shareholder, or C$127.0 million in the aggregate; each option or warra
• $45.3 million — rant related, resulting in payments of C$45.3 million in the aggregate; and each Horizon res
• $3.1 million — from Horizon, resulting in payments of C$3.1 million in the aggregate. The foregoing summar

Filing Documents

• rgld-20251020.htm (8-K) — 46KB
• ex991rgldclosessandstorman.htm (EX-99.1) — 15KB
• image_0a.jpg (GRAPHIC) — 49KB
• 0000085535-25-000149.txt ( ) — 254KB
• rgld-20251020.xsd (EX-101.SCH) — 2KB
• rgld-20251020_lab.xml (EX-101.LAB) — 22KB
• rgld-20251020_pre.xml (EX-101.PRE) — 13KB
• rgld-20251020_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets Sandstorm Arrangement Upon consummation of the Sandstorm Arrangement, as contemplated in the Sandstorm Plan of Arrangement: IRC acquired all of the issued and outstanding common shares of Sandstorm (the "Sandstorm Common Shares"); Sandstorm shareholders received 0.0625 of a share of common stock, par value $0.01 per share, of Royal Gold (the "Royal Gold Common Stock"), in exchange for each Sandstorm Common Share held; options to purchase an aggregate of 11,372,748 Sandstorm Common Shares outstanding immediately prior to the effective time of the Sandstorm Arrangement (the "Sandstorm Effective Time") fully vested and became exercisable to purchase an aggregate of 710,780 shares of Royal Gold Common Stock; each Sandstorm restricted share right outstanding immediately prior to Sandstorm Effective Time fully vested and was settled by Sandstorm for Sandstorm Common Shares and each resulting Sandstorm Common Share was exchanged for Royal Gold Common Shares as described above; and each Sandstorm performance share right outstanding immediately prior to the Sandstorm Effective Time fully vested and was transferred to Sandstorm (and then cancelled) in exchange for a cash payment from Sandstorm, resulting in payments of C$10.3 million in the aggregate. Persons who were shareholders of Royal Gold immediately prior to the Sandstorm Effective Time own approximately 77.5% of the combined company, and persons who were shareholders of Sandstorm immediately prior to the Sandstorm Effective Time own approximately 22.5% of the combined company, in each case on a fully diluted basis. The foregoing summary of the Sandstorm Arrangement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Sandstorm Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Sandstorm Agreement and the above description of the Sandstorm Arrangement h

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Effective as of the Sandstorm Effective Time, 18,567,092 shares of Royal Gold Common Stock were authorized to be issued to Sandstorm shareholders entitled to receive such shares pursuant to the Sandstorm Agreement. The securities to be issued pursuant to the Sandstorm Agreement were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval. Following a hearing that was open to any person entitled to receive any securities of Royal Gold pursuant to the Sandstorm Agreement and the Sandstorm Plan of Arrangement, the Supreme Court of British Columbia on October 15, 2025 approved the Sandstorm Arrangement and determined that the Sandstorm Arrangement was procedurally and substantively fair and reasonable to those parties affected by the Sandstorm Arrangement, including all persons who were entitled to receive securities of Royal Gold pursuant to the Sandstorm Agreement and Sandstorm Plan of Arrangement.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 20, 2025, Royal Gold issued a press release announcing the completion of the Sandstorm Arrangement and the Horizon Arrangement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by reference to such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial Statements The financial statements of Sandstorm as of December 31, 2024 and December 31, 2023 were previously filed as part of the definitive proxy statement (the "Proxy Statement") filed by Royal Gold with the SEC on September 2, 2025, and pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. The unaudited financial statements of Sandstorm as of and for the three and six months ended June 30, 2025 were previously filed as part of the Proxy Statement, and pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. The financial statements of Horizon as of December 31, 2024 and December 31, 2023 were previously filed as part of the Proxy Statement, and pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. The unaudited financial statements of Horizon as of and for the three and six months ended June 30, 2025 were previously filed as part of the Proxy Statement, and pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. (b) Pro Forma Financial Information The unaudited pro forma financial information of Royal Gold for the year ended December 31, 2024 and the six months ended June 30, 2025 was previously filed as part of the Proxy Statement, and pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. (d) Exhibits Exhibit No. Description 2.1* Arrangement Agreement, dated as of July 6, 2025, by and among Royal Gold, Inc., International Royalty Corporation, and Sandstorm Gold Ltd. (incorporated by reference to Exhibit 2.1 to Royal Gold's Current Report on Form 8-K filed on July 10, 2025) 2.2* Arrangement Agreement, dated as of July 6, 2025, by and among Royal Gold, Inc., International Royalty Corporation, and Horizon Copper Corp. (incorporated by reference to Exhibit 2.2 to Royal Gold's Current Report on Form 8-K filed on July 10, 2025) 99.1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Royal Gold, Inc. Date: October 21, 2025 By: /s/ David R. Crandall Name: David R. Crandall Title: Vice President, Corporate Secretary and Chief Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR