Horizon Copper mails info circular for Oct. 9 meeting

Executive Summary

• Horizon Copper Corp. announced a special meeting on Oct. 9, 2025 to approve an all‑cash acquisition arrangement with Royal Gold Inc. (via AcquireCo) valued at approximately US$196 million.
• Shareholders will receive $2 per Horizon share and warrant holders will receive $2 less the exercise price per underlying share, representing an 85% premium to the 20‑day VWAP and a 72% premium to the July 4 closing price on the TSX‑V.
• The board and a special committee of independent directors unanimously recommend that securityholders vote in favor of the arrangement.

Key Details

• Meeting Information:
• Date & Time: Oct. 9, 2025 at 8 a.m. Vancouver time
• Location: Copper boardroom, Suite 3200, 733 Seymour St., Vancouver, B.C.

• Record date for voting rights: Sept. 8, 2025

• Transaction Structure:

• Royal Gold (through AcquireCo) will acquire all issued and outstanding Horizon shares (except those held by Sandstorm Gold Ltd.).
• Horizon will acquire all outstanding Horizon warrants.

• Consideration: $2 per share; warrant holders receive $2 minus the applicable exercise price per underlying share.

• Valuation & Premiums:

• Total cash consideration ≈ US$196 million.
• 85% premium to the 20‑day VWAP (TSX‑V) ending July 4, 2025.

• 72% premium to the closing price on July 4, 2025.

• Board & Committee Recommendations:

• Special committee of independent directors unanimously recommends approval.

• Board of Directors (with two conflicted directors abstaining) also unanimously recommends voting for the arrangement.

• Strategic Rationale Highlighted:

• Significant premium to market price.
• All‑cash offer with no financing condition, providing certainty and immediate liquidity.
• Offers greater value than continuing independent operations given current market conditions and Sandstorm Gold’s involvement.

• Eliminates long‑dated equity cash flow risk for shareholders.

• Voting Deadline: Proxy voting must be received by 8 a.m. Vancouver time on Oct. 7, 2025.

Notable Quotes

• “The arrangement represents a compelling value for securityholders… an all‑cash offer with no financing condition delivers certainty of value and immediate liquidity.” – Board of Directors (paraphrased)

All other boilerplate sections (e.g., Safe Harbor, About Horizon Copper Corp.) have been omitted.