rgld-20251020
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2025
Royal Gold, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-1335784-0835164
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1144 15th Street, Suite 2500, Denver, CO
80202
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (303) 573-1660
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading SymbolName of each exchange on which registered:
Common Stock, $0.01 par value
RGLDNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
    


Introductory Note
As previously announced, on July 6, 2025, Royal Gold, Inc., a Delaware corporation (“Royal Gold”), and its wholly owned subsidiary International Royalty Corporation, a Canadian corporation (“IRC”), entered into an arrangement agreement (the “Sandstorm Agreement”) with Sandstorm Gold Ltd., a British Columbia corporation (“Sandstorm”), pursuant to which, on the terms and subject to the conditions set forth therein, Royal Gold agreed to acquire Sandstorm in an all-stock transaction, subject to satisfaction of certain closing conditions. Also on July 6, 2025, Royal Gold and IRC entered into an arrangement agreement (the “Horizon Agreement”) with Horizon Copper Corp., a British Columbia corporation (“Horizon”), pursuant to which, on the terms and subject to the conditions set forth therein, Royal Gold agreed to acquire Horizon in an all-cash transaction, subject to satisfaction of certain closing conditions.
On October 20, 2025, pursuant to the previously announced plans of arrangement under the Business Corporations Act (British Columbia) (the “Sandstorm Plan of Arrangement” and the “Horizon Plan of Arrangement,” respectively), Royal Gold completed the acquisitions of Sandstorm and Horizon (the “Sandstorm Arrangement” and the “Horizon Arrangement,” respectively).
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 have been included to provide investors and securityholders with information regarding the terms of the Sandstorm Agreement and the Sandstorm Arrangement. They are not intended to provide any other factual information about Royal Gold, Sandstorm or their respective subsidiaries. The representations, warranties and covenants contained in the Sandstorm Agreement were made only for purposes of the Sandstorm Agreement and as of specific dates, were solely for the benefit of the parties to the Sandstorm Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Royal Gold, Sandstorm or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations,


warranties and covenants may have changed after the date of the Sandstorm Agreement, which subsequent information may or may not be fully reflected in public disclosures by Royal Gold or Sandstorm.
Horizon Arrangement
Upon consummation of the Horizon Arrangement, as contemplated in the Horizon Plan of Arrangement:
•IRC acquired all of the issued and outstanding common shares of Horizon (the “Horizon Common Shares”), other than the Horizon Common Shares held by Sandstorm;
•each Horizon shareholder (other than Sandstorm) received C$2.00 in cash (the “Horizon Consideration”) for each Horizon Common Share held by such shareholder, or C$127.0 million in the aggregate;
•each option or warrant to purchase Horizon Common Shares outstanding immediately prior to the effective time of the Horizon Arrangement (the “Horizon Effective Time”) was transferred to Horizon (and then cancelled) in exchange for a cash payment in the amount by which the Horizon Consideration exceeded the applicable exercise price, multiplied by the number of Horizon Common Shares to which the option or warrant related, resulting in payments of C$45.3 million in the aggregate; and
•each Horizon restricted share right outstanding immediately prior to the Horizon Effective Time was transferred to Horizon (and then cancelled) in exchange for a cash payment from Horizon, resulting in payments of C$3.1 million in the aggregate.
The foregoing summary of the Horizon Arrangement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Horizon Agreement, which is attached hereto as Exhibit 2.2 and incorporated herein by reference.
The Horizon Agreement and the above description of the Horizon Arrangement have been included to provide investors and securityholders with information regarding the terms of the Horizon Agreement and the Horizon Arrangement. They are not intended to provide any other factual information about Royal Gold, Horizon or their respective subsidiaries. The representations, warranties and covenants contained in the Horizon Agreement were made only for purposes of the Horizon Agreement and as of specific dates, were solely for the benefit of the parties to the Horizon Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Royal Gold, Horizon or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Horizon Agreement, which subsequent information may or may not be fully reflected in public disclosures by Royal Gold or Horizon.
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.


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.
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*
2.2*
99.1
104Cover Page Interactive Data File (formatted as Inline XBRL)
*Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Royal Gold agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.


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, 2025By:/s/ David R. Crandall
Name:David R. Crandall
Title:Vice President, Corporate Secretary and Chief Compliance Officer

Exhibit 99.1

image_0a.jpg
Royal Gold Completes Sandstorm Gold and Horizon Copper Acquisitions to Create a Premier Growth Company in the Gold Streaming and Royalty Sector
•Transactions increase Royal Gold’s scale, diversification and potential for organic growth, and the strong balance sheet and cash flow of the combined company position Royal Gold to grow and invest in precious metals
DENVER, COLORADO. October 20, 2025: ROYAL GOLD, INC. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today the closing of the previously announced acquisitions of Sandstorm Gold Ltd. (“Sandstorm” and the “Sandstorm Transaction”) and Horizon Copper Corp. (“Horizon” and the “Horizon Transaction”), which add significantly to Royal Gold’s world-class diversified portfolio of precious metal stream and royalty interests.
“These acquisitions fit our strategic goal of acquiring high-quality and long-life precious metals assets in mining-friendly jurisdictions, and I believe the addition of the Sandstorm and Horizon interests creates a global portfolio of precious metals interests that is unmatched in terms of diversification, development and organic growth potential, and exploration optionality,” commented Bill Heissenbuttel, President and CEO of Royal Gold. “Royal Gold has a 40+ year history of consistently executing a strategy of disciplined growth in gold, and with these transactions, we are firmly positioned as a leading North American precious metal streaming and royalty company with the balance sheet and liquidity to continue to grow and invest in precious metals. We look forward to demonstrating the strength of the combined company over the coming months as we integrate the Sandstorm and Horizon interests into the Royal Gold portfolio.”
Royal Gold issued approximately 18.6 million shares of common stock to Sandstorm shareholders to complete the Sandstorm Transaction, increasing its outstanding share count to approximately 84.4 million shares. Royal Gold maintains the lowest share count of all the companies represented in the GDX1.
Royal Gold drew $450 million on its $1.4 billion revolving credit facility in order to repay the outstanding debt assumed with the acquisition of Sandstorm and to fund the approximately $126 million in cash consideration paid to the shareholders of Horizon (excluding Sandstorm). As of October 20, 2025, Royal Gold has $1.225 billion drawn on the revolving credit facility, leaving $175 million undrawn and available. We estimate repayment of the outstanding borrowings could occur within two years assuming current metal prices and the absence of further business development related investments.
Next Steps
Sandstorm notified the Toronto Stock Exchange and the New York Stock Exchange of the completion of the acquisition and requested that the exchanges delist Sandstorm’s common shares, which common shares ceased trading on the exchanges prior to the opening of trading today. Royal Gold is in the process of applying for Sandstorm to cease to be a reporting issuer under applicable Canadian and United States securities laws and to otherwise terminate Sandstorm’s public reporting requirements.
Horizon notified the TSX Venture Exchange of the completion of the acquisition and requested that the TSX Venture Exchange delist Horizon’s common shares, which common shares ceased trading on the TSX Venture Exchange prior to the opening of trading today. Royal Gold is in the process of applying for Horizon to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Horizon’s public reporting requirements.
1 GDX refers to the VanEck Gold Miners ETF, which seeks to replicate the performance of the MarketVector Global Gold Miners Index (MVGDXTR).
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Corporate Profile
Royal Gold is a high-margin, large-capitalization company that generates strong cash flows from a large and well-diversified portfolio of precious metal streams, royalties and similar production-based interests located in mining-friendly jurisdictions. Royal Gold shares trade under the symbol “RGLD” and provide growth, value and income investors with exposure to the metals and mining industry. The Company’s website is located at www.royalgold.com.

For further information, please contact:   
Alistair Baker
Senior Vice President, Investor Relations and Business Development
(303) 573-1660


Forward-Looking Statements: This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements regarding the following: the expected benefits of the Sandstorm and Horizon Transactions (together, the “Transactions”), including the increased potential for growth; future investments by the Company; and the timing for repayment of the Company’s outstanding borrowings.

Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the following: changes in the price of gold, silver, copper or other metals; operating activities or financial performance of properties on which we hold stream or royalty interests, including variations between actual and forecasted performance, operators’ ability to complete projects on schedule and as planned, operators’ changes to mine plans and mineral reserves and mineral resources (including updated mineral reserve and mineral resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, other adverse government or court actions, or operational disruptions; the ultimate timing, outcome, and results of integrating the operations of Royal Gold, Sandstorm and Horizon; failure to realize the anticipated benefits and synergies from the Transactions in the timeframe expected or at all; risks associated with joint venture interests acquired as part of the Transactions; changes of control of properties or operators; contractual issues involving our stream or royalty agreements; the timing of deliveries of metals from operators and our subsequent sales of metal; risks associated with doing business in foreign countries; increased competition for stream and royalty interests; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; our ability to identify, finance, value, and complete investments, acquisitions or other transactions; adverse economic and market conditions; effects of health epidemics and pandemics; changes in laws or regulations governing us, operators or operating properties; changes in management and key employees; and other factors described in our reports filed with the SEC, including Item 1A, Risk Factors of our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Most of these factors are beyond our ability to predict or control. Other unpredictable or unknown factors not discussed in this press release could also have material adverse effects on forward-looking statements.

Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.


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