Acquisition of Sandstorm Gold and Horizon Copper

12 Months Ended

Dec. 31, 2025

Acquisition of Sandstorm Gold and Horizon Copper

On October 20, 2025, we acquired all of the issued and outstanding common shares of Sandstorm Gold Ltd. (“Sandstorm”) and Horizon Copper Corp. (“Horizon”), collectively referred to as “the Transaction.” Sandstorm and Horizon were global resource-based companies based in Vancouver, British Columbia, that held interests in mining assets, including royalty and stream interests, on mining projects across various stages of development.

With respect to the Transaction, Royal Gold issued 18.6 million shares of common stock to Sandstorm shareholders and assumed stock options exercisable for 0.7 million shares of common stock to complete the transaction and paid $380.9 million in cash to fully repay the outstanding balance drawn on the Sandstorm credit facility. Upon completion of the Transaction, Royal Gold's outstanding share count increased to 84.5 million shares. Royal Gold paid C$127.1 million ($90.4 million) in cash consideration to the shareholders of Horizon (excluding Sandstorm) and funded Horizon's purchase of its outstanding warrants for C$40.6 million ($28.9 million). For the year ended December 31, 2025, Royal Gold incurred approximately $26.5 million of acquisition costs related to the Transaction which are included in Acquisition related costs on our consolidated statements of operations and comprehensive income and were recognized separately from the purchase price of the Transaction.

We accounted for the Transaction according to Accounting Standards Codification 805, Business Combinations, and accounted for the Transaction as a single business combination. In accordance with the acquisition method of accounting, the purchase price of the Transaction has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income and market valuation methods. As of December 31, 2025, the Company had not yet completed the allocation of the purchase price to the assets acquired and liabilities assumed. The purchase price allocation is based on preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. The effect of any measurement period adjustments to the estimated fair values will be reflected in future updates to our purchase price allocation.

The total purchase price of $4.148 billion has been allocated to the net assets acquired based on their respective fair values as follows:


	(in thousands)
Cash	$	60,024
Royalty receivables	35,374
Income tax receivable	1,232
Prepaid expenses and other	1,170
Stream and royalty interests	4,561,177
Equity method investment	292,089
Marketable securities	380,269
Other assets	57,125
Accounts payable	(51,913)
Other current liabilities	(28,932)
Deferred tax liabilities	(1,076,909)
Other liabilities	(43,754)
Non-controlling interests	(38,797)
Total allocated purchase price	$	4,148,155

Our consolidated financial statements include the results of the Transaction from the date of acquisition, October 20, 2025. The following unaudited pro forma information is presented as if the Transaction had been completed as of the beginning of the periods presented. The pro forma results are not necessarily indicative of what would have been achieved had the Transaction been in effect for the periods presented.


	Years Ended
	December 31, 2025		December 31, 2024
	(unaudited, in thousands)
Revenue	$	1,209	$	904
Net income available to Royal Gold common stockholders	$	444	$	362

For the period October 20, 2025, through December 31, 2025, approximately $49.2 million of revenue was recorded on our consolidated statements of operations and comprehensive income related to streams and royalties acquired in the Transaction. Net income attributable to Royal Gold common stockholders included approximately $26.5 million in acquisition costs related to the Transaction.