Rottenstone Gold Inc. Moves to Acquire Royalties, Shift Focus

Rottenstone Gold Inc., based in Vancouver, has announced a significant strategic move aimed at repositioning itself in the mining sector. On December 9, 2025, the company entered into a binding agreement to acquire various royalty interests from non-arm’s-length parties. This transaction, referred to as the Royalty Acquisition, will enable Rottenstone Gold to enhance its portfolio and position itself as a player in the silver royalties market.

The acquisition involves several notable projects operated by prominent companies in the mining industry. These include royalty interests associated with the following operators:

1. **Kinross Gold Corporation** – A 0.75% net smelter return (NSR) royalty on the Great Bear Project in Ontario, covering approximately 570 hectares of mining leases.
2. **SSR Mining Inc.** – Two royalty interests on the Seabee Gold Project in Saskatchewan, including a 2% NSR over 8,873 hectares and a 0.5% NSR covering 2,832 hectares.
3. **NexGold Mining Corp.** – A 2.0% gross sales royalty (GSR) on the Goldboro Gold Project in Nova Scotia, encompassing 10,848 hectares.
4. **Champion Iron Limited** – A 1% GSR on the Bloom Lake East Iron Project in Labrador, covering approximately 3,800 hectares.
5. **Orano Canada Inc.** – Royalty interests on the Preston Uranium Project in Saskatchewan, ranging from 1.4% to 2.0% NSR over 49,635 hectares.
6. **Cameco Corp.** – A 1% GSR on a project in the Western Athabasca Basin of Saskatchewan, covering 5,859 hectares.

These acquisitions, collectively known as the Royalties, are derived from agreements managed by third parties. As such, Rottenstone Gold has refrained from disclosing any current mineral resources or reserves related to the operators’ projects. Stakeholders are encouraged to consult the public disclosures from these operators for additional information.

Financial Details and Shareholder Approval

The transaction is structured as an all-stock deal, with Rottenstone Gold planning to issue approximately **93,225,807 common shares** to satisfy the fair market value of the Royalties. Currently, the company has **29,236,400 common shares** issued and outstanding. Notably, no finder’s fees will be paid concerning this transaction.

Approval for the Royalty Acquisition has been granted by the independent directors of Rottenstone Gold, with related parties disclosing their interests and abstaining from the decision-making process. The completion of the acquisition is dependent on several conditions, including satisfactory due diligence, regulatory approvals, and a disinterested shareholder vote expected in the first quarter of **2026**.

The anticipated change in business strategy will allow Rottenstone Gold to establish itself as a strong participant in the royalty market, particularly focusing on mining major operators and selected lands for exploration and development.

Strategic Transformation and Future Plans

If the Royalty Acquisition proceeds as planned, Rottenstone Gold will undergo a fundamental change in its operations, leading to a trading halt on its listed securities until completion. The company has assembled a management team with relevant experience in the mining royalty sector, including individuals who previously contributed to the establishment and sale of Gold Royalties Corp. to Sandstorm Gold Ltd.

Following the acquisition, Rottenstone Gold intends to adopt the name of its subsidiary, Silver Royalties Corp., marking a significant branding transition. This name change is expected to enhance the company’s positioning in the market, capitalizing on its diversified royalty interests in a robust precious metals environment.

In addition to the Royalty Acquisition and change of business, the company plans to hold a special shareholder meeting to secure necessary approvals. This meeting will provide disinterested shareholders the opportunity to vote on whether to proceed with the acquisition.

The Royalty Acquisition is classified as a related party transaction under Canadian regulations, and Rottenstone Gold has obtained an independent valuation of the Royalties from an arm’s-length firm with expertise in mining royalty interests. The independent directors have approved the transaction, ensuring compliance with regulatory standards.

As Rottenstone Gold anticipates this pivotal transition, it recognizes the associated risks and uncertainties. The company is encouraged to disclose potential risks in its public filings, available on SEDAR+ and through regulatory disclosures.

For more information on Rottenstone Gold Inc. and its upcoming initiatives, visit their official website.