Royal Gold Says If Sandstorm Agreement Is Terminated Under Certain Circumstances, Royal Gold Or Sandstorm To Pay Other Party Termination Fee Of $200M Or $130M, Respectively

Termination Rights

 

The Sandstorm Agreement contains certain termination rights for both Royal Gold and Sandstorm, including, among others: (i) mutual consent by Royal Gold and Sandstorm; (ii) by either party if the Sandstorm Arrangement shall not have been consummated on or prior to January 6, 2026 (which date may be extended until April 6, 2026 by either party if requisite regulatory approvals shall not have been obtained or denied by a non-appealable decision); (iii) by either party if after the date of the Sandstorm Agreement, there is enacted, made or enforced any applicable law, or any applicable law is amended, that makes consummation of the Sandstorm Arrangement illegal or otherwise prohibits or enjoins Royal Gold or Sandstorm from consummating the Sandstorm Arrangement and such applicable law, prohibition or enjoinment shall have become final and non-appealable; (iv) by either party if either the Sandstorm Requisite Shareholder Approval or Royal Gold Stockholder Approval shall not have been obtained; (v) by a party if the other party breaches any of its representations, warranties or covenants in the Sandstorm Agreement in a manner that would cause the corresponding condition to not be satisfied, subject to certain conditions; (vi) by a party if the other party's board of directors changes its recommendation with respect to the Sandstorm Arrangement or the other party breaches applicable non-solicitation restrictions in any material respect; (vii) by Royal Gold if the Horizon Agreement is terminated in accordance with its terms, subject to certain conditions, or Sandstorm shall have failed to comply with its obligations under a support and voting agreement entered into with Royal Gold; and (viii) by a party in order for such party to enter into a definitive agreement with respect to a superior competing business combination transaction prior to receiving approval from such party's shareholders (provided that such party has not materially breached the applicable non-solicitation restrictions).

 

If the Sandstorm Agreement is terminated in certain specified circumstances, Royal Gold or Sandstorm would be required to pay the other party a termination fee of $200 million or $130 million, respectively, or reimburse the other party for up to $5 million of expenses of the other party's representatives.