UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2025

 

Commission File Number: 001-35617

 

 

Sandstorm Gold Ltd.

(Translation of registrant’s name into English)

 

 

 

 

 

Suite 3200 – 733 Seymour Street
Vancouver, British Columbia
V6B 0SB Canada

 (Address of principal executive offices)

 

 

 

 

 

Indicate by check mark whether the registrant files or will fileannual reports under cover Form 20-F or Form 40-F. 

 

Form 20-F   ¨ Form 40-F   x


 


 

  

 
 

 

 

 

EXHIBIT INDEX

 

     
Exhibit   Description of Exhibit
     
99.1   Sandstorm Gold Royalties Supports Royal Gold’s Acquisition of Kansanshi Gold Stream

 

 

 

 

 

 

 

 

 

 
 

 

SIGNATURE

 

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, thereunto duly authorized.

 

     
  SANDSTORM GOLD LTD.
   
     
Date: August 5, 2025 By:     /s/ Erfan Kazemi
    Name: Erfan Kazemi
    Title: Chief Financial Officer

 

EXHIBIT 99.1

 

 

 

 

 

August 5, 2025

Sandstorm Gold Royalties
Supports Royal Gold’s Acquisition of Kansanshi Gold Stream

Vancouver, BC | Sandstorm Gold Ltd. (“SandstormGold Royalties”, “Sandstorm” or the “Company”) (NYSE: SAND, TSX: SSL) today acknowledges and supports RoyalGold Inc.’s (“Royal Gold”) acquisition of a gold stream on the Kansanshi copper-gold mine for US$1 billion. Royal Goldannounced earlier today that the company has entered into a precious metals purchase agreement for gold deliveries referenced to copperproduction from the Kansanshi copper-gold mine in the North Western Province of Zambia, operated and 80% owned by a subsidiary of FirstQuantum Minerals Ltd. Royal Gold will fund the gold stream with available cash and the company’s revolving credit facility withoutissuing new shares. For full details, refer to Royal Gold’s press release dated August 5, 2025.

“Sandstorm is pleased to support RoyalGold’s acquisition of the Kansanshi gold stream,” commented Nolan Watson, President and CEO of Sandstorm. “Our acquisitionagreement with Royal Gold specifically contemplated the potential for a large stream acquisition before closing the Royal Gold/Sandstormtransaction, and we are pleased with today’s announcement. Being part of a larger and well-capitalized entity creates the opportunityfor Sandstorm shareholders to benefit from exposure to larger acquisitions. The Kansanshi transaction is an excellent example of a cash-flowingstream on a large, long-life mine with current reserves supporting a 20-year mine life from a first-tier operator. The gold stream isexpected to add approximately 35,000 to 40,000 ounces per year over the next 10 years, further enhancing the combined portfolio.”

On July 6, 2025, Sandstorm entered into a definitivearrangement agreement with Royal Gold pursuant to which Royal Gold will acquire all of the issued and outstanding common shares of Sandstormin an all-share transaction. For more information regarding the proposed acquisition, refer to the Company’s press release datedJuly 7, 2025.

Contact Information

For more information about Sandstorm Gold Royalties,please visit our website at www.sandstormgold.com or email us at info@sandstormgold.com. 

Nolan Watson Kim Bergen
President & CEO VP, Capital Markets
604 689 0234 604 628 1164

 

  

 

ABOUTSANDSTORM GOLD ROYALTIES

Sandstormis a precious metals-focused royalty company that provides upfront financing to mining companies and receives the right to a percentageof production from a mine, for the life of the mine. Sandstorm holds a portfolio of approximately 230 royalties, of which 40 of the underlyingmines are producing. Sandstorm plans to grow and diversify its low-cost production profile through the acquisition of additional goldroyalties. For more information visit: www.sandstormgold.com.

CAUTIONARYSTATEMENTS TO U.S. SECURITYHOLDERS

Thefinancial information included or incorporated by reference in this press release or the documents referenced herein has been preparedin accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differsfrom US generally accepted accounting principles (“US GAAP”) in certain material respects, and thus are not directly comparableto financial statements prepared in accordance with US GAAP.

Thispress release and the documents incorporated by reference herein, as applicable, have been prepared in accordance with Canadian standardsfor the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the UnitedStates securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”,“proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicatedmineral resources,” “measured mineral resources” and “mineral resources” used or referenced herein and thedocuments incorporated by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with CanadianNational Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute ofMining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adoptedby the CIM Council, as amended (the “CIM Definition Standards”).

ForUnited States reporting purposes, the United States Securities and Exchange Commission (the “SEC”) has adopted amendmentsto its disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuerswhose securities are registered with the SEC under the Exchange Act, which became effective February 25, 2019. The SEC Modernization Rulesmore closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatorypractices and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants thatwere included in SEC Industry Guide 7. Issuers were required to comply with the SEC Modernization Rules in their first fiscal year beginningon or after January 1, 2021. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictionaldisclosure system, the Corporation is not required to provide disclosure on its mineral properties under the SEC Modernization Rules andwill continue to provide disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resourceinformation contained or incorporated by reference herein may not be comparable to similar information disclosed by United States companiessubject to the United States federal securities laws and the rules and regulations thereunder.

Asa result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”,“indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitionsof “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to thecorresponding CIM Definition Standards that are required under NI 43-101. While the SEC will now recognize “measured mineral resources”,“indicated mineral resources” and “inferred mineral resources”, U.S. investors should not assume that all orany part of the mineralization in these categories will be converted into a higher category of mineral resources or into mineral reserveswithout further work and analysis. Mineralization described using these terms has a greater amount of uncertainty as to its existenceand feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assumethat all or any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are orwill be economically or legally mineable without further work and analysis. Further, “inferred mineral resources” have agreater amount of uncertainty and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautionednot to assume that all or any part of inferred mineral resources will be upgraded to a higher category without further work and analysis.Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibilitystudies, except in rare cases. While the above terms are “substantially similar” to CIM Definitions, there are differencesin the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineralreserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”,“measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” underNI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC ModernizationRules or under the prior standards of SEC Industry Guide 7. 

  

 

CAUTIONARYNOTE REGARDING FORWARD-LOOKING INFORMATION

Thispress release contains "forward-looking statements", within the meaning of the U.S. Securities Act of 1933, the U.S. SecuritiesExchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaningof applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of SandstormGold Royalties. Forward-looking statements include, but are not limited to, the completion of the Sandstorm transaction with Royal Gold(the “Sandstorm Transaction”) and the timing thereof, the realization of synergies and expected premiums in connection withthe Sandstorm Transaction, the identification of future accretive opportunities, permitting requirements and timelines, the future priceof the Royal Gold Shares, the results of any preliminary economic assessment, Pre-Feasibility Study or Feasibility Study, the receiptof required approvals for the Sandstorm Transaction, the availability of the exemption under Section 3(a)(10) of the U.S. Securities Actto the securities issuable pursuant to the Sandstorm Transaction, the expected average production and mine life of the Kansanshi goldstream, the future price of gold, silver, copper, iron ore and other metals, the estimation of mineral reserves and resources, realizationof mineral reserve estimates, the timing and amount of estimated future production, and the expectation and amount of common shares thatthe Company may purchase under its Normal Course Issuer Bid. Forward-looking statements can generally be identified by the use of forward-lookingterminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”,“believe”, “continue”, “plans”, or similar terminology.

Forward-lookingstatements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performancesor achievements of Sandstorm Gold Royalties to be materially different from future results, performances or achievements expressed orimplied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategiesand the environment in which Sandstorm Gold Royalties will operate in the future, including the receipt of all required approvals, theprice of gold and copper and anticipated costs. Certain important factors that could cause actual results, performances or achievementsto differ materially from those in the forward-looking statements include, amongst others, failure to receive necessary approvals, changesin business plans and strategies, market conditions, share price, best use of available cash, gold and other commodity price volatility,discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operationaland development risks relating to the parties which produce the gold or other commodity the Company will purchase, regulatory restrictions,activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic climate, dilution,share price volatility and competition.

Forward-lookingstatements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, levelof activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-lookingstatements, including but not limited to: the impact of general business and economic conditions, the absence of control over miningoperations from which the Company will purchase gold, other commodities or receive royalties from, and risks related to those miningoperations, including risks related to international operations, government and environmental regulation, actual results of current explorationactivities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketabilityof minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stockmarket volatility, as well as those factors discussed in the section entitled “Risks to Sandstorm” in the Company’sannual report for the financial year ended December 31, 2024 and the section entitled “Risk Factors” contained in the Company’sannual information form dated March 31, 2025 available at www.sedarplus.com. Although the Company has attempted to identify importantfactors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factorsthat cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate,as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should notplace undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that arecontained or incorporated by reference, except in accordance with applicable securities laws.