McCarthy Tétrault for Royal, Cassels and Fasken for Sandstorm, Gowling WLG for Horizon in $5B deal
Colorado-based Royal Gold, Inc. announced Monday that it plans to acquire 100 percent of the issued and outstanding shares of Vancouver-based companies Sandstorm Gold Ltd. and Horizon Copper Corp. in a pair of related transactions valued at approximately $5 billion.
Combined, the acquisitions will contribute 40 new producing assets to Royal Gold’s portfolio and are projected to increase 2025 gold equivalent ounce (GEO) production by approximately 26 percent. The pro forma company will have 393 streams and royalties, including 80 revenue-generating assets and 47 under development.
The transaction consolidates high-profile assets such as Mount Milligan, Pueblo Viejo, Cortez, Platreef, and Hod Maden. It will enhance Royal Gold’s footprint in mining-friendly jurisdictions, particularly Canada and the United States, which together will account for over 40 percent of net asset value.
“Upon completion of these transactions, Royal Gold will remain firmly positioned as a leading North American precious metal streaming and royalty company,” said Royal Gold president and CEO, Bill Heissenbuttel, in a press release.
“Royal Gold has a 40-plus 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,” Heissenbuttel added. “These characteristics will position Royal Gold as the go-to vehicle for investors seeking precious metals exposure in the US marketplace.”
McCarthy Tétrault LLP is acting as Canadian legal counsel to Royal Gold, alongside US firms Skadden, Arps, Slate, Meagher & Flom LLP and Richards, Layton & Finger, PA.
Sandstorm is represented by Cassels Brock & Blackwell LLP, while Fasken Martineau DuMoulin LLP is advising Sandstorm’s special committee. US counsel includes Crowell & Moring LLP.
Gowling WLG is representing Horizon Copper Corp. and its board of directors.
Financial advisors involved include Scotiabank and Raymond James Ltd. for Royal Gold; BMO Capital Markets for Sandstorm; National Bank of Canada and CIBC World Markets Inc. for Sandstorm’s special committee; and Fort Capital Partners and Cormark Securities Inc. for Horizon.
Under the terms of the Sandstorm agreement, Royal Gold will acquire all outstanding shares of Sandstorm in an all-stock transaction. Sandstorm shareholders will receive 0.0625 Royal Gold shares per Sandstorm share, implying a 21 percent premium based on Sandstorm’s 20-day volume-weighted average price. The equity value of the deal is approximately $4.8 billion (US$3.5 billion), with Sandstorm shareholders expected to own approximately 23 percent of the combined company upon completion.
The Horizon acquisition is an all-cash deal, with shareholders receiving $2 per share, representing an 85 percent premium to the 20-day VWAP and valuing the transaction at approximately $196 million. Horizon shareholders, including Sandstorm and insiders, representing 54 per cent of issued shares, have entered into voting support agreements.
Sandstorm president and CEO Nolan Watson said in a statement, “This transaction rewards Sandstorm shareholders in the near term while also offering a compelling opportunity to own a largescale, 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.”
Horizon president and CEO Erfan Kazemi said, “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.”
Both acquisitions will be completed via court-approved plans of arrangement under the British Columbia's Business Corporations Act. The Sandstorm transaction is subject to approval by roughly two-thirds of Sandstorm’s shareholders, as well as the results of a separate vote at a Sandstorm meeting that won’t take into account votes cast by senior officers and directors. Royal Gold shareholders must also approve the issuance of new shares.
The Horizon transaction will require a similar two-thirds approval threshold and a separate majority-of-minority vote, excluding Sandstorm and insiders.
The parties anticipate closing both transactions in the fourth quarter of 2025, pending customary regulatory approvals and shareholder votes.
