Sandstorm Gold acquires Nomad Royalty

On August 15, 2022, Sandstorm Gold Ltd. completed the acquisition of Nomad Royalty Company Ltd. pursuant to a plan of arrangement under the Canada Business Corporations Act.

Sandstorm issued approximately 74.4 million common shares of Sandstorm to former Nomad shareholders equal to an exchange ratio of 1.21 Sandstorm shares for each common share of Nomad. With the completion of the acquisition, existing Sandstorm and former Nomad shareholders own approximately 73 percent and 27 percent, respectively, of the outstanding shares of Sandstorm.

As a result of the arrangement’s successful closing, the shares of Nomad were de-listed from the Toronto Stock Exchange (“TSX”), the New York Stock Exchange, and the Frankfurt Stock Exchange, and Nomad’s listed warrants were de-listed from the TSX shortly following closing.

Cassels Brock & Blackwell LLP acted for Sandstorm with a deal team that included Jennifer Traub, Jen Hansen, Jeffrey Roy, Jasmine Qin, Aamir Chherawala (Securities, M&A and Mining), Alex Iliopoulos, Darrell Podowski (Mining), Jennifer Wasylyk, David Budd (Banking & Specialty Finance and Mining), Corinne Grigoriu, Jocelyn Arnason (Tax), Davit Akman, Tegan O’Brien, Olivia Ells (Competition & Foreign Investment), Stephanie Voudouris, John Picone, Andrea Gorys (Litigation), Laurie Jessome (Employment & Labour), and Priya Gill (Articling Student).

Neal, Gerber & Eisenberg acted as US counsel for Sandstorm with a deal team that included John Koenigsknecht, Betsy Thelen, and Elain Taussig.

Fasken acted for Nomad with a deal team that included Marie-Josée Neveu, Sébastien Bellefleur, Julien Fournier, and Laura Fabi.

Torys LLP acted as counsel to Orion as the controlling shareholder in Nomad, with a team that included Michael Pickersgill, Mile Kurta, Chris Bornhorst, Michael Jason and Jude Gee (corporate/M&A), David Mattingly and Chris Saki (tax).

Jenner & Block LLP acted as US counsel for Nomad with a deal team that included Martin Glass and Kristen M. Iglesias.