Here's the remarks. There will be a Question and Answer Session. If you'd like to ask a question during this time, please press star, then the number one on your telephone keypad. If you'd like to withdraw your question, please press star, then the number two. Thank you. Mr. Watson, you may begin your conference. Thank you, Aniston. Good morning, everyone. We are over the moon excited this morning to be announcing not one, but two substantial acquisitions, which together are transformational to Sandstorm. It's not an exaggeration to say that upon completion of these acquisitions, that Sandstorm will be the go-to mid-tier streaming royalty company. This morning, I'm gonna walk everyone through a presentation detailing each of the acquisitions and then bringing it all together to show what the new Sandstorm will look like. But from a very high level, the new Sandstorm will be nearly 90% precious metals. It will continue to have a portfolio consisting of high-quality assets. It will be the most diversified streaming and royalty company of any significant size. Going forward, it will have the highest amount of growth built into the company than any of its competitors. We are very excited about the new Sandstorm, and once we walk you through the details, I think you will be too. In total, today we are announcing $1.1 billion worth of total acquisitions, consisting of an acquisition of one of our publicly traded peers, Nomad Royalty Company, for $590 million, to be paid in shares of Sandstorm, and an acquisition of a package of royalties from a private company called BaseCore for $525 million, to be paid primarily in cash, with a small portion to be paid in shares of Sandstorm. BaseCore is an entity jointly owned by the Ontario Teachers' Pension Plan and Glencore. With today's announcement, we have now signed the agreements to buy both Nomad and the BaseCore royalties, with closing of both acquisitions to be completed and closed in the coming months. In the case of Nomad, this will require a shareholder vote of more than 50% of the investors voting at the shareholder meeting. Sandstorm has already obtained a full hard lock-up agreement from Nomad's largest shareholder, Orion Mine Finance, which owns over 60% of Nomad. As a result, this vote should be a fait accompli with no possible interlopers. In addition, this acquisition is one that will require a similar vote of Sandstorm shareholders. If we wanted to avoid a shareholder vote at Sandstorm, we could have done so if we paid some cash consideration and slightly reduced the share consideration. However, we believe that these are significant and transformational transactions, and we want Sandstorm shareholders to have a voice. I'm confident that Sandstorm shareholders will be as excited as I am about the new Sandstorm, and we will not be expecting any challenges with that vote. In today's capital markets, where so much of the investment dollars are sitting in passively managed ETFs and large generalist investor funds, it's important that companies achieve the scale and size to attract investor capital and thus have a higher share price. We're pleased that these acquisitions materially increase Sandstorm scale, while simultaneously increasing our diversification and portfolio stability by adding very long life, very high quality streams and royalties to our portfolio. Focusing first on the Nomad Royalty acquisition. For those of you who are not familiar with Nomad, they are a publicly traded precious metals streaming and royalty company like Sandstorm based in Canada. They were originally started with the help of Orion Mine Finance, who, as I mentioned before, is currently their largest shareholder. They have a portfolio of 20 streams and royalties, some of which have already started to produce and a number of which are in construction now and will be ramping up production over the coming few years, along with a few longer-dated development projects. The acquisition of Nomad will be an all-share deal whereby shareholders of Nomad are gonna receive 1.21 Sandstorm shares per Nomad share, which, as I said, values the company at approximately $590 million based on Friday's closing price. I would like to take a brief pause here to explain to Sandstorm's retail shareholders that in acquisitions like this where the acquirer, i.e. Sandstorm, is paying with shares to buy the acquiree, i.e. Nomad, that there are a number of funds and individual traders in the market called merger arb funds or merger arb traders. In fact, one of my high school friends used to do this for his entire living. What these investors do is they sell short the shares of the acquirer for more than they can purchase the shares of the company being acquired, knowing that once the deal goes through, they offset their positions against each other, and they lock in a risk-free profit. This causes the share price of the acquirer to drop from the selling pressure on the day of announcement. Some retail shareholders who are less sophisticated do not understand this, and they take a share price drop to mean that the market didn't like the deal, when in fact, shareholders loved it. Today, in this week, merger arb funds will be playing with our share price a bit, unfortunately, but I am confident that the shareholders and prospective investors are gonna absolutely love the new Sandstorm. Shareholders will vote overwhelmingly in favor of this transaction and will be rewarded as the new Sandstorm starts to rerate higher in its trading multiples over time. In 2022, we are budgeting that Nomad's portfolio will generate over 20,000 gold equivalent ounces produced and sold, with that figure doubling over the next few years to over 40,000 ounces per year plus by 2025. This increase is from a number of their larger streams and royalties coming online over the next few years. Specifically, their Greenstone stream, we expect to start delivering in 2024 once Equinox completes building that mine in Canada, as well as their stream on Ivanhoe's Platreef Mine is expected to start paying the same year. These are two very high-quality, very long-life mines, and we're ecstatic to be adding these streams to our portfolio. In addition, the royalty on the Robertson deposit, which is part of Barrick and Newmont's Cortez Complex, again, another long-life, high-quality mine, is expected to start paying in 2025. You can see the theme of Nomad's portfolio fits perfectly with Sandstorm, as they both have streams and royalties on long-life, high-quality precious metal mines, and both portfolios have organic growth built right in. Some analysts may note that Sandstorm's budgeted production for Nomad is lower than their internal bank models, and that's because of the Blyvoor stream, for which Sandstorm and our due diligence team have taken a more conservative view as to what the mine will be capable of delivering. Sandstorm shareholders know that our technical team is very skilled and experienced, as well as conservative, and it's our view that these lower budgeted gold production figures related to Blyvoor are appropriate. If somehow, however, Blyvoor proves us wrong, that'll be a happy surprise for us. When you look into the detail of Nomad's portfolio streams and royalties, you can quickly see why it's attractive to Sandstorm's investors. Not only was Nomad trading at a discount to its peers and therefore an attractive acquisition target, but also its portfolio is 82% gold, 91% precious metals, and the balance of the non-precious metal is one that we love, copper. Also, as I promised Sandstorm shareholders, we're focused on production and cash flow now. Almost half of the value of Nomad's portfolio is on mines that are producing now, with another 35% under current construction, with production coming imminently, and the balance being a few development projects that will come online over time. I think it's plain to see what a great fit Sandstorm and Nomad's portfolios will be together. Moving on to the BaseCore acquisition. We're acquiring 10 royalties for a total of $525 million, with the consideration being paid as to $425 million of cash and $100 million being paid in shares of Sandstorm. In conjunction with this transaction, Sandstorm has also arranged an increased line of credit with its creditors for a debt facility that's $500 million, which will not only provide enough availability to purchase this package of royalties, it will also provide enough capital to purchase future streams and royalties. This acquisition of BaseCore's portfolio comes with a number of royalties, and it will increase Sandstorm's exposure to gold, silver, and copper. As a portfolio, we expect cash flow next year of over $25 million, increasing to over $40 million per year in the coming years. If I'm right about the copper price in the coming years, the actual cash flow will be much higher than that. Overall, this transaction is expected to close in the second half of 2022. It's worth noting that within this portfolio is a royalty on the Antamina copper mine, which is the third largest copper mine in the entire world. It can produce copper in the bottom quarter of operating costs. This royalty is a 1.66% net profits interest royalty, which has averaged payments of $19 million per year over the last 15 years, and this is just one of the 10 royalties in the portfolio. Within this portfolio of royalties from BaseCore, the Antamina royalty is the most significant, and it also happens to be the one royalty that we will be transferring to our new strategic partner, Horizon Copper. There are a number of reasons for doing this, not the least of which is ensuring that Sandstorm maintains its focus on precious metals while we allow our new strategic partner, Horizon Copper, to focus on copper. Sandstorm will be transferring this 1.66% NPI on Antamina to Horizon and will be receiving a number of things in return. The first thing Sandstorm will receive is a 1.66% silver stream on all of the silver produced at Antamina. This will be for the entire life of the mine. It should be noted that our technical team has extensive information about the future of Antamina, and they believe this mine will have an underground extension that will operate for the rest of my life. Therefore, at Sandstorm, we expect to be getting a silver stream for a very, very long period of time. In addition to this silver stream, Horizon Copper will be granting Sandstorm 1/3 of the copper cash flow paying from this NPI royalty net of the silver stream. Horizon will also be paying Sandstorm $50 million in cash, along with a $106 million debenture, or IOU, if you will, and $26 million worth of equity in Horizon to maintain our ownership levels in Horizon. The $50 million of cash will be paid to Sandstorm after Horizon goes out and raises it in an equity financing. Overall, this transaction with Horizon will increase Sandstorm's exposure to silver, gold, as well as its exposure to copper, but it will ensure that some of the copper exposure will be kept in Horizon, thus allowing Sandstorm to be focused on precious metals going forward. Also, as many of you know, the purpose of Sandstorm creating Horizon in the first place is to create a copper mining company that can look to grow by buying copper mines, but also having Sandstorm help paying for it by buying precious metal streams at the same time, thus allowing Sandstorm to grow its precious metal streaming business. We believe that this transaction not only helps Sandstorm increase its exposure to silver and copper and gold, it also increases the scale and size of Horizon Copper so that Horizon can be a more material and more helpful partner to Sandstorm in the future. After this transaction, Horizon Copper will have established itself as a legitimate copper company with exposure to three of the most impressive copper assets in the entire world in the form of Antamina, Udokan and Oyu Tolgoi. Investors who are interested in copper will be hard-pressed to find any copper vehicle in the world with assets of this high quality and these long lives. Now, looking forward to what the new Sandstorm will look like after acquiring Nomad and the BaseCore portfolio. Sandstorm is adding significant precious metal exposure, and a number of these streams and royalties will become some of Sandstorm's most significant streams and royalties. Through these transactions, we'll be adding precious metal streams and royalties on the Antamina mine, on the Ivanhoe's Platreef Mine, on Barrick's Robertson Mine, on Equinox's Greenstone Mine, on the Blyvoor Mine, as well as Horne 5 and Bonikro. In addition, we'll be adding copper exposure from Antamina, Caserones, El Pilar, and Highland Valley. When you look at the new Sandstorm, you can see that no one asset represents more than 15% of our NAV or cash flow going forward, making Sandstorm the most diversified streaming royalty company in the world of any material size. One of the reasons the generalist investors invest in royalty companies is for their diversification, and I'm proud of the diversification that we have built into our portfolio. Not only do these acquisitions bring diversification, but they also bring increased scale. Although we still have a long way to go until we're a major, our new production guidance is 40% of Royal Gold. Royal Gold does have a near $9 billion market capitalization. 40% of $9 billion is just shy of $4 billion. However, Sandstorm's pro forma market cap is only around $2 billion, illustrating that we have a substantial amount of rerating potential after these acquisitions. Sandstorm is now officially the largest intermediate, so we have lots of room, growth room left. One of the things that's worth noting is that as we grow, we increase our size and scale, but we also increase our trading liquidity, and that's something that we expect to happen post this transaction. There's a very high correlation in our markets between trading liquidity and NAV multiples, and we do expect that with the increased size and the increased liquidity that our NAV multiple will continue to rerate. Taking a brief look at what Sandstorm's share ownership looks like going forward. Existing shareholders of Sandstorm will continue to own 67% of the pro forma company going forward, with 5% being owned by BaseCore shareholders and the balance being held by Nomad, as it's an all-share transaction. In terms of production for the new Sandstorm, like I said before, we will have the most production of any intermediate in the world, with over 150 million gold equivalent ounces coming per year, once a few of the assets ramp up over the next few years. Just a brief snapshot of what that looks like in terms of after-tax free cash flow. You can see that Sandstorm is gonna be turning into an absolute cash flow machine going forward, with U.S. dollar free cash flow per year just shy of the $200 million per year mark. We're running these numbers at $1,800 gold and $4 copper. I expect actual commodity prices over the next few years to be much higher than that. We're looking forward to seeing how much cash flow this portfolio can generate over time. The portfolio is highly focused on precious metals, with over 88% of our production coming from precious metals. In terms of growth, this is something that we have harped on for a very long period of time. In the past, we've been able to pay dividends. We've looked at share buybacks, but we have always maintained over time at Sandstorm that we're a growth company. We're demonstrating that here today with these acquisitions. With this portfolio that we have, Sandstorm will have the highest growth among our peers in terms of what our portfolio will be able to do this year versus a few years looking out. Growth will continue to be a theme of Sandstorm, and although this certainly is a transformational transaction and we will have to take a little breather while we close these deals, we are gonna continue being a growth company going forward. I just wanna take a couple minutes here to look at some of the quality characteristics of Sandstorm's portfolio. This is something that I've harped on for a long period of time, which is it's really important when analyzing a portfolio to look at what can the underlying mines, underlying the streams and royalties produce in terms of cost of production. Are they high cost mines that are at risk of shutting down? Are they low cost mines? You can see that the new Sandstorm, because these assets that we are buying and integrating into our portfolio are also high quality assets on low cost producing mines, that 64% of Sandstorm's production from our top assets will be coming from mines that can produce their primary product in the lowest cost quartile. This is an incredibly high quality, low risk portfolio that we built. Looking into diversification, Sandstorm, as I said, is now the most diversified streaming and royalty company in the world of any material size. With 38% of our NAV is coming from our top ten assets, and you can see our top five assets, and you can see that compares to basically everybody else in the 60%-70% range. When generalist investors buy streaming royalty companies to get their diversification, Sandstorm is going to be the place to go. With that, I am proud to be sitting here today announcing these transactions. I'm proud of the team and the work and all the hard work that they've put in to bring this together. I can tell you it was not easy and the teams were working around the clock, but we're very happy to be sitting here showing people the new Sandstorm, which is going to be the largest, the highest growth, and most liquid mid-tier royalty company. With that, we are gonna turn it over to the operator for a Q&A session. Today, just because we anticipate so many questions, we're only gonna have time to take questions from analysts. We encourage everyone else to phone us here in the office. The entire company is here and ready to answer questions after this period as well. Operator, over to you. Thank you, sir. Ladies and gentlemen, we will now conduct the question and answer session. If you'd like to ask a question, press star then the number one on your telephone keypad. If you'd like to withdraw your question, press star two. If you're using a speaker phone, please lift the handset before pressing any keys. One moment please for your first question. Your first question comes from Trevor Turnbull with Scotiabank. Please go ahead. Hey, thanks, Nolan. I think that what you're doing and what you've laid out certainly makes a lot of sense, strategically for both yourself and for Nomad. I wondered if you could talk a little bit about Blyvoor. Maybe just talk a little bit about your due diligence and kind of how you arrived at your new sense of production profile for these guys. Then I guess talk a little bit perhaps about the premium that you're paying given that your production profile is materially lower than, say, the technical report that came out a while back, which we might agree was optimistic. Obviously that does have an impact on valuation, the fact that you're using a more conservative set of assumptions. If you could give us maybe a sense of what that implies for the premium you're paying for Nomad and for the asset. Yeah, no, great question, and thank you. I would say from a high level perspective, being in the mining industry for a long period of time, one of the themes that we have seen, and I'm sure you've seen it as well, is that when you have mines that are mining challenging areas that struggle to feed the mill, that it can become quite a logistical issue to get enough working faces to ensure you get enough tonnage to ramp up into a larger operation. We see over and over and over again a lot of mines just not be able to get enough working faces and feed the mill the way they think they're going to. We think that this could be one of those cases. We wanted to go into this assuming that they wouldn't be able to achieve those objectives and make sure that the transaction still made sense financially to Sandstorm if that was the case. The way we looked at it is if we are right about those challenges and ramp-up challenges, that this transaction would still be slightly accretive to Sandstorm on a P/NAV multiple basis. That's how we approach it. Just maybe to follow on a little bit on that, do you feel like it's more, kind of. You sound like it's obviously a development issue in terms of getting enough working faces and everything. Would you say that's more capital related or labor related? Anything that's kind of holding them back? Certainly working capital is always a challenge for any mines like this ramping up. We've seen it over and over and over again in the mines that kind of live hand-to-mouth while they're trying to ramp up, and so much capital is going into development. I do think capital will be a constraint, but I think that our technical team's view is that just the mine logistics, even if there's enough capital, will also be a constraint. Both of those things are constraining what we think output will be. Okay. Just the last one from me, and I apologize if it was on one of the slides and I missed it. Where does Blyvoor then fall kind of in respect to what proportion of the portfolio? I'm assuming it's now what, 5% in that range for Sandstorm pro forma? Of our total portfolio? Yes. Right around there. Okay, great. Thank you, Nolan. Okay. Thank you. Your next question comes from Brian MacArthur with Raymond James. Please go ahead. Good morning, and thanks for taking my question. It just had to do for timing and execution. I just want to make sure these two transactions are independent, right? There could get a situation where, let's say someone else bid higher, and I realize you've got shareholder support, but someone else bids with, let's say Nomad goes somewhere else, you would still go forward with the BaseCore transaction, i.e. these are two independent events, right? Yes. These transactions are each individual and separate and will close or not in and of their own rights. Like I said, there's the lockup that we have with Nomad that Orion gave us is actually a hard lockup. Even if someone bids higher, they still have to vote our deal. Then they have 60% of the shares. I believe the deal will have to go through. Thanks. I just wanted to check that. On the second part, on the timing of the BaseCore, I guess the next question is the BaseCore deal is that dependent on Horizon successfully doing that original financing, or is it again an independent thing that'll just happen and and subsequently things change afterwards depending on what happens there? If you just go through the timing of how that executes. Again, is the spin-off, as I said, you say it's concurrent with closing the BaseCore deal. Is that again dependent on the other transaction happening as well too? I'm just trying to go through the timing of how that all works. Yeah, great question. The BaseCore deal will close irrespective of the Horizon piece. We expect it to close in approximately SIX weeks-ish. Once that closes, Horizon will go out, and it will raise its $50 million. The benefit of timing is it can take as long as it wants to do that. Once it does, fine, we're not gonna put a deadline or trigger where the deal falls away. We're working with them. They're a long-term strategic partner that we are trying to build up. We'll let them go take as long as they need to raise that $50 million. As soon as they do raise that $50 million, the second piece with Horizon will fall in place. Great. Thank you. Sorry, my third question just on the BaseCore, just I know I understand Antamina is most valuable, but just on Caserones, there's a cap of 68 million pounds for 2030. Is that 68 million pounds going forward, or is there already some pounds under that contract? I mean, looking at it, you know, it looks like the 2030 would be the trigger point, but if there's already like a running counter on that, you'd already see 44 million pounds in it, and there'd be only 22 left or whatever. Can you just clarify just sort of what you expect to get out of the Caserones? Should I just assume it's kind of that 260,000 tons a year at a NSR at the 1% at the margin through to 2030? Is that kind of the base case? Yeah. We're expecting it to be the 2030 number. Great. Thank you very much. That's very helpful. Thank you. Your next question comes from Heiko Ihle with H.C. Wainwright. Please go ahead. Go ahead. Hey there. Thank you all for taking my questions, and just glad to hear you're over-the-moon excited on the deal. From an analyst point of view, obviously, it's really good to see some M&A when most investor calls are just, you know, depressing. Were there other bidders for BaseCore? And if so, how did Sandstorm win the bid? Was it just purely price? Was it the fact that they ended up with the Sandstorm shares? As much detail as you're willing and able to provide, please. Yeah, I'm not allowed under NDA to talk about that competitive process other than to say that of course in a process where there are assets of this high quality, there are gonna be other bidders. What I would say is, generally speaking, that because the portfolio was highly focused on base metals, the bidders were gonna be more focused on base metals rather than precious metals. It was only because of our strategic angle with Horizon Copper that we were able to as a precious metal Fair. I watched the video that you put up on YouTube earlier today, and the dividend was discussed quite a bit in the video. I mean, obviously your share count will go up quite a bit after the deal, but you also have a much bigger and more diversified portfolio, so more cash flow. Longer term, maybe five, 10 years out, whatever, are there any changes in the thoughts with longer term dividend plans? Anything, I assume the answer is no, but I just want to double check. Yeah. Our philosophy with respect to dividends, I think is one that we plan on keeping for the rest of the life of the company, which is we wanna have a consistent dividend that we pay every year. Then at the end of every year, we want to reevaluate it and hopefully increase that dividend and do that year after year after year after year. To do that, we have to make sure that the deals and the transactions that we're doing are smart and they're accretive. We think that these deals fit in line with that plan for the business and that plan for dividend. Fair enough. Just a clarification quickly. The termination fees, I mean, the $20.6 million and the other $23.6 million reverse termination fee. How exactly do you come up with those numbers? And is there anything that might, you know, change them? Or what should we expect. I mean, I don't expect this to even be an issue because I think this deal will go through just fine, but purely out of curiosity. Yeah. We also expect the deal to go through, so we don't see a reason for it to be a moot point. Having said that, they were numbers that were discussed and negotiated between the companies, and they're locked in through the agreement, so they can't be changed. Is there a reason why the termination fee and the reverse termination fee are different? I think in this particular case, it was just higher risk on our side because we can walk away, shareholders, from a[inaudible] Got it. Perfect. Thank you, guys. Thank you. Thank you. Your next question comes from Kerry Smith with Haywood Securities. Please go ahead. Hey, Sean. Good morning, Nolan? My question is, could you talk a little bit about the reciprocal due diligence that yourself and Newmont would have done on the assets, the process? The due diligence on both sides was actually very thorough. I think both sides went through thousands of pages of documentation about each other and analysis, and it was the full meal deal. It was a lot of paper pushing and, you know, we did some site visits down to them. They didn't do site visits up to us because our portfolio is so broad and diversified already. It was a very thorough reciprocal due diligence process. Nolan, which sites would you have visited? I presume Blyvoor, it sounds like. Were there any of their other operations that you were able to actually get access to go see physically? The Blyvoor is the main one that we went to. We actually, we have some of our close partners and friends in the industry that we actually went and talked to about their own mines and did due diligence directly through those other companies. I got it. That was enough. Yeah. Okay. You've given the second half of 2022 as the closing for the merger. Can you be a bit more definitive? That's obviously a pretty big window, but are you thinking you'll close this early in Q3? Yeah. Transactions of this nature on average typically close in about a four-month period, and so we're expecting that for this as well. Okay. Okay, great. Thanks very much. Good luck. Thank you. Thank you. There are no further questions at this time. Mr. Watson, you may proceed. Well, thanks everybody for calling in today. Again, I'm sure you can tell we're pretty excited here, and we hope you are too. I'm sure lots of questions will come up and feel free to call us here in the office. Thank you. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a great day.
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