ROYAL GOLD INC

On the terms and subject to the conditions set forth in the Sandstorm Agreement, at the times contemplated in the Sandstorm Plan of Arrangement:

•IRC will acquire all of the issued and outstanding common shares of Sandstorm (the “Sandstorm Common Shares”);

•each Sandstorm shareholder (other than in respect of Sandstorm Common Shares held by Royal Gold or its affiliates, and Sandstorm shareholders who validly exercise dissent rights) will receive 0.0625 (the “Exchange Ratio”) of a share of common stock, par value $0.01 per share, of Royal Gold (the “Royal Gold Common Stock”), subject to adjustment as set forth in the Sandstorm Agreement, if applicable (such transaction, the “Sandstorm Arrangement”);

•each option to purchase Sandstorm Common Shares (a “Sandstorm Option”) outstanding immediately prior to the effective time of the Sandstorm Arrangement (the “Sandstorm Effective Time”) will remain outstanding in accordance with the terms of the Sandstorm Option plan, will fully vest and will become exercisable to purchase from Royal Gold that number of shares of Royal Gold Common Stock equal to the product of (1) the number of Sandstorm Common Shares subject to the Sandstorm Option immediately before the Sandstorm Effective Time, multiplied by (2) the Exchange Ratio (rounded down to the nearest whole number of shares of Royal Gold Common Stock), at an exercise price equal to the quotient determined by dividing (x) the exercise price per Sandstorm Common Share at which the applicable Sandstorm Option was exercisable immediately prior to the Sandstorm Effective Time, by (y) the Exchange Ratio (rounded up to the nearest whole cent);

•each Sandstorm restricted share right outstanding immediately prior to Sandstorm Effective Time will be settled by Sandstorm for Sandstorm Common Shares, following which, each resulting Sandstorm Common Share will be exchanged for Royal Gold Common Shares as described above; and

•each Sandstorm performance share right outstanding immediately prior to the Sandstorm Effective Time will fully vest and entitle the holder thereof to a cash payment equal to the fair market value of a Sandstorm Common Share on the last trading date before the effective date of the Sandstorm Arrangement multiplied by 200%, being the payout percentage applicable to the performance share rights.