Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10‑K10-K

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(Mark One)

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(Mark One)☒

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Fiscal Year Ended June 30, 2017or

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or

☐

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Transition Period From                          to                        Fiscal Year Ended December 31, 2023

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Commission File Number 001‑13357001-13357

Royal Gold, Inc.Inc.

(Exact Name of Registrant as Specified in Its Charter)

​

​

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

84‑083516484-0835164
(I.R.S. Employer
Identification No.)

1660 Wynkoop1144 15th Street, Suite 10002500

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Denver, Colorado
(Address of Principal Executive Offices)

80202
(Zip Code)

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(303) 573‑1660

Registrant’s telephone number, including area code:code (303) 573-1660

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

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Trading Symbol

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Name of Eachthe Exchange on Whichwhich Registered

Common stock,Stock, $0.01 par value

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NASDAQRGLD

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Nasdaq Global Select Market

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Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well‑knownwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑TS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Large acceleratedNon-accelerated filer ☒☐

Accelerated filer Smaller reporting company ☐

Non-accelerated filer ☐(Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Exchange Act). Yes ☐ No ☒

AggregateThe aggregate market value of the votingRoyal Gold common stock held by non‑affiliatesnon-affiliates of the registrant, based uponon the closing sale price of Royal Gold common stock on December 31, 2016,June 30, 2023, as reported on the NASDAQNasdaq Global Select Market was $4,102,671,750. $7.5 billion.

There were 65,343,54465,692,412 shares of the Company’sRoyal Gold common stock par value $0.01 per share, outstanding as of August 1, 2017.February 8, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2017 Annual Meeting of Stockholders scheduled to be held on November 16, 2017, and to be filed within 120 days after June 30, 2017, are incorporatedCertain information required by reference into Part III, Items 10, 11, 12, 13, and 14 of this Annual Report onPart III of Form 10‑K.10-K is incorporated by reference from portions of Royal Gold’s definitive proxy statement relating to its 2024 annual meeting of stockholders to be filed within 120 days after December 31, 2023.

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Table of Contents

INDEX

INDEX

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PAGE

PART I.

​

​

​

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ITEM 1.

​

Business

1

ITEM 1A.​

Risk Factors

6

ITEM 1B.

Unresolved Staff Comments

20

ITEM 2.

Properties

20

ITEM 3.

Legal Proceedings

31

ITEM 4.

Mine Safety Disclosure

31

PART II.

3

ITEM 5.1A.

​

Risk Factors

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11

ITEM 1B.

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Unresolved Staff Comments

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20

ITEM 1C.

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Cybersecurity

​

21

ITEM 2.

​

Properties

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21

ITEM 3.

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Legal Proceedings

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67

ITEM 4.

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Mine Safety Disclosure

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67

PART II.

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​

​

​

ITEM 5.

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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

​

31

68

ITEM 6.

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Selected Financial DataReserved

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32

69

ITEM 7.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

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33

70

ITEM 7A.

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Quantitative and Qualitative Disclosures About Market Risk

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48

79

ITEM 8.

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Financial Statements and Supplementary Data

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49

80

ITEM 9.

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Changes Inin and Disagreements with Accountants on Accounting and Financial Disclosure

81

ITEM 9A.​

Controls and Procedures

81

ITEM 9B.

Other Information

83

PART III.

110

ITEM 10.9A.

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Controls and Procedures

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110

ITEM 9B.

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Other Information

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112

ITEM 9C.

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Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

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112

PART III.

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ITEM 10.

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Directors, Executive Officers and Corporate Governance

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83

112

ITEM 11.

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Executive Compensation

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83

112

ITEM 12.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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83

112

ITEM 13.

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Certain Relationships and Related Transactions, and Director Independence

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83

112

ITEM 14.

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Principal Accountant Fees and Services

83

PART IV.​

112

ITEM 15.PART IV.

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​

​

​

ITEM 15.

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Exhibits and Financial Statement Schedules

​

84

113

ITEM 16

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Form 10-K Summary

​

84

117

SIGNATURES

85

EXHIBIT INDEX​

118

86

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ii

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This document (including information incorporated hereinreport contains and incorporates by reference) contains “forward‑lookingreference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933U.S. federal securities laws. Forward-looking statements are made based on management’s current expectations and Section 21E of the Securities Exchange Act of 1934, which involve a degree of risk and uncertaintybeliefs concerning future developments. Actual results may differ, possibly materially, from forward-looking statements due to various factors affecting Royal Gold, Inc. and its subsidiaries.factors. For a discussion of some of these factors, see the discussion in Item 1A Risk Factors, of this report. In addition, please see our note about forward‑looking statements included inand Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), of this report.

Royal Gold does not own, develop, or mine the properties on which it holds stream or royalty interests. Certain information provided in this Annual Report on Form 10‑K,report about operating properties in which we hold interests, including without limitation, allinformation about mineral reserves, mineral resources, historical production, and production estimates, property descriptions, of properties and property developments, at properties included herein, has beenwas provided to us by the operators of those properties or is publicly available information filed by these operators with applicable securities regulatory bodies, including the Securities and Exchange Commission.Commission (the “SEC”). Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for the accuracy, completeness, or fairness of, such third‑partythis third-party information and refers the reader to the public reports filed by the operators for information regarding those properties.

PART I

ITEM 1.   BUSINESS

Overview

Unless the context otherwise requires, references to “Royal Gold,” the “Company,” “we,” “us,” and “our” refer to Royal Gold, Inc. (“Royal Gold”,and its consolidated subsidiaries.

PART I

ITEM 1.  BUSINESS

Change in Fiscal Year

On August 9, 2021, our Board of Directors approved a change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021. As a result, this Annual Report on Form 10-K (this “Form 10-K”) includes financial information for the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engagedtransition period from July 1, 2021, through December 31, 2021. Prior to the six months ended December 31, 2021, our fiscal year ended on June 30. References in this report to the business of acquiring“transition period” refer to the six-month period ended December 31, 2021.

Overview

We acquire and managingmanage precious metal streams, royalties, and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production, development or in the developmentexploration stage in exchange for stream or royalty interests.

We manage our business under two segments:

Acquisition and Management of Stream Interests—A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.  As of June 30, 2017, we owned stream interests on four producing properties and two development stage properties.  Our stream interests accounted for approximately 71% and 66% of our total revenue for the fiscal years ended June 30, 2017 and 2016, respectively.  We expect stream interests to continue representing a significant proportion of our total revenue.

Acquisition and Management of Royalty Interests—Royalties are non‑operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of June 30, 2017, we owned royalty interests on 35 producing properties, 18 development stage properties and 135 exploration stage properties, of which we consider 52 to be evaluation stage projects.  We use “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves.  Royalties accounted for approximately 29% and 34% of our total revenue for the fiscal years ended June 30, 2017 and 2016, respectively.

We do not conduct mining operations on the properties in which we hold stream and royalty interests and except for our interest in the Peak Gold, LLC joint venture (“Peak Gold JV”), we are generally not required to contribute to capital costs, exploration costs, environmental costs, or other operating costs on thosethe properties. Please refer to Item 2, Properties, for a discussion of the developments at our principal properties.

In the ordinary course of business, we engage in a continual review ofWe are continually reviewing opportunities to acquiregrow our portfolio, whether through the creation or acquisition of new or existing stream andor royalty interests to establish new streams on operating mines, to create new stream and royalty interests through the financing of mine development or exploration, or to acquire companies that hold stream and royalty interests.other acquisition activity. We currently, and generally at any time, have acquisition opportunities in various stages of activereview. Our review including,process may include, for example, our engagement ofengaging consultants and advisors to analyze particular opportunities,an opportunity; analysis of financial, legal (including corporate governance) and technical financial(including environmental issues concerning air, water and biodiversity and social impacts) and other confidential information regarding an opportunity; submission of indications of interest and term sheets,sheets; participation in preliminary discussions and negotiationsnegotiations; and involvement as a bidder in competitive processes.

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As discussed in further detail throughout this report, some significantkey highlights and developments tofor our business during fiscalfor the year 2017ended December 31, 2023 were as follows:

●

(1)

Our revenue increased 23% to $440.8During calendar year 2023 we repaid $325 million compared to $359.8 million during fiscal year 2016;

(2)

We amended the terms of our Mount Milligan stream agreement upon Centerra Gold Inc.’s (“Centerra”) acquisition of Thompson Creek Metals Inc. (“Thompson Creek”);

(3)

We acquired additional royalty interests at Cortez;

(4)

We made the final commitment payments as part of our stream agreements at Rainy River and Wassa and Prestea and have no additional funding requirements as of June 30, 2017;

(5)

We expandedunder our revolving credit facility. At December 31, 2023, we had $250 million outstanding under our $1.0 billion revolving credit facility to $1 billion from $650 million; and

had cash and equivalents of $104 million.

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●

(6)We had revenue of $605.7 million for the year ended December 31, 2023, compared to $603.2 million for the comparable prior year period.

​

●We generated $415.8 million of net operating cash flow for the year ended December 31, 2023, compared to $417.3 million for the comparable prior year period.

​

●

We increased our calendar year dividend to $0.96$1.60 per basic share, which is paid in quarterly installments throughout calendar year 2017.2024. This represents a 4.3%7% increase compared with the dividend paid during calendar year 2016.

2023.

​

Certain Definitions

Development stage property. A property that has mineral reserves disclosed but no material extraction.

Dollar or “$”:  Unless we have indicated otherwise, or the context otherwise requires, references in this Annual Report on Form 10‑K Refers to “$” or “dollar” are to the currency of the United States.U.S. dollars. We refer to Canadian dollars as C$.

Exploration stage property: A property that has no mineral reserves disclosed.

Gold equivalent ounces (GEOs): GEOs are calculated as Royal Gold’s revenue divided by the average gold price for the period.period, with the gold price determined based on the LBMA PM Price.

Gross smelter return (GSR) royalty: A defined percentage of the gross revenue from a mineral resource extraction operation, less, if applicable, certain contract‑definedcontract-defined costs paid by or charged to the operator.

Indicated mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

Inferred mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

LBMA Price: The London Bullion Market Association PM fixing prices in U.S. dollars for gold and daily fixing prices in U.S. dollars for silver.

​

LMEPrice: The London Metals Exchange settlement price for copper and other metals, as applicable.

​

Measured mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in Subpart 1300 of Regulation S-K (“SK1300”), in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

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Table of Contents

Metal stream: A purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.

Mineral reserve: An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Mineral resource: A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

Mineralized material:  That A term used for reporting historically that refers to that part of a mineral system that has potential economic significance but is not included in the proven and probable reserve estimates until further drilling and metallurgical work is completed, and until other economic and technical feasibility factors based on such work have been resolved.

Net revenue:  Net revenue is calculated as Royal Gold’s Revenue minus Cost of sales.

Net smelter return (NSR) royalty: A defined percentage of the gross revenue from a resource extraction operation less a proportionate share of incidental transportation, insurance, refining and smelting costs.

Net value royalty (NVR): A defined percentage of the gross revenue from a resource extraction operation less certain contract‑definedcontract-defined costs.

Probable reserves:  Ore reserves for which the quantity and grade are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance of probable reserves, although lower than that for proven reserves, is high enough to assume geological continuity between points of observation.

Proven reserves:  Ore reserves for which (a) the quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, and the grade is computed from the results of detailed sampling, and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that the size, shape, depth and mineral content of reserves are well established.

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Payable metal: Ounces or pounds of metal in concentrate after deduction of a percentage of metal in concentrate by a third‑partythird-party smelter pursuant to smelting contracts.

Reserve:  ThatProbable mineral reserve: The economically mineable part of an indicated and, in some cases, a measured mineral resource.

Production stage property. A property with material extraction of mineral reserves.

Proven mineral reserve: The economically mineable part of a measured mineral deposit which could be economically and legally extracted or produced at the timeresource that can only result from conversion of the reserve determination.a measured mineral resource.

Royalty: The right to receive a percentage or other denomination of mineral production from a mining operation.

Ton: A unit of weight equal to 2,000 pounds or 907.2 kilograms.

Tonne: A unit of weight equal to 2,204.6 pounds or 1,000 kilograms.

Fiscal 2017 Business Developments

Please refer to Item 7, MD&A, for discussion on recent liquidity and capital resource developments.

Mount Milligan Stream Amendment

On October 20, 2016, Centerra and Thompson Creek completed the Plan of Arrangement (the “Arrangement”) previously announced on July 5, 2016, pursuant to which Centerra acquired all of the issued and outstanding common shares of Thompson Creek.  RGLD Gold AG’s (“RGLD Gold”) streaming interest at Mount Milligan was amended (the “amendment”) concurrently with the closing of the Arrangement.

Under the terms of the amendment, RGLD Gold’s 52.25% gold stream at Mount Milligan was amended to a 35% gold stream and an 18.75% copper stream.  RGLD Gold will continue to pay the lesser of $435 per ounce of gold delivered or the prevailing market price when purchased and will pay 15% of the spot price per metric tonne of copper delivered.

Mount Milligan gold in concentrate that was in transit prior to October 20, 2016 was delivered to RGLD Gold under the previous 52.25% gold stream.  Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement.  Accordingly, RGLD Gold began receiving gold and copper deliveries reflecting the amended stream agreement in April 2017.

In connection with the amendment, RGLD Gold’s first ranking security over 52.25% of gold produced from the Mount Milligan assets was amended to provide for first ranking security over 35% of produced gold and 18.75% of produced copper.  RGLD Gold’s other existing security over the Mount Milligan assets remains unaffected.

Acquisition of Additional Royalty Interests at Cortez

On September 19, 2016, Royal Gold, through its wholly-owned subsidiary, Denver Mining Finance Company, Inc., acquired a 3.75% NVR covering a significant area of Barrick Gold Corporation’s (“Barrick”) Cortez mine, including the Crossroads deposit, from a private party seller for total consideration of $70 million.  With this acquisition, Royal Gold’s interests at Cortez Crossroads now comprise a 4.52% NVR and a 5% sliding-scale GSR royalty at current gold prices.  Royal Gold’s interests on production from the Pipeline and South Pipeline deposits as well as portions of the Gap deposit now comprise a 4.91% NVR and a 5.71% GSR royalty at current gold prices.

As of December 31, 2016, proven and probable reserves subject to Royal Gold’s interests at Cortez were estimated at 3.6 million ounces of gold, including approximately 2.7 million gold ounces at Crossroads.  Waste stripping at Crossroads is underway and production is expected to begin in calendar 2018.

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Our Operational Information

Reportable Segments, Geographical and Financial Information

The Company manages itsWe manage our business under two reportable segments, consistingsegments:

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●Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. As of December 31, 2023, we owned nine stream interests, which are on eight production stage properties and one development stage property. Stream interests accounted for 69% of our total revenue for the years ended December 31, 2023 and 2022, and 66% and 69% of our total revenue for the six months ended

5

Table of the acquisition and management of stream interests and the acquisition and management of royalty interests. Royal Gold’s long‑livedContents

December 31, 2021, and the fiscal year ended June 30, 2021, respectively. We expect stream interests to continue representing a significant portion of our total revenue.

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●Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of December 31, 2023, we owned royalty interests on 29 production stage properties, 21 development stage properties and 119 exploration stage properties, of which we consider 52 to be evaluation stage projects. We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for reserves. Royalty interests accounted for 31% of our royalty revenue for the years ended December 31, 2023 and 2022, and 34%, and 31% of our total revenue for the six months ended December 31, 2021, and fiscal year ended June 30, 2021, respectively.

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Our long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table:table (amounts are in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

​

​

​

​

​

​

​

Total stream

​

​

​

​

​

​

​

Total stream

​

​

Stream

​

Royalty

​

and royalty

​

Stream

​

Royalty

​

and royalty

​

  

interest

  

interest

  

interests, net

  

interest

  

interest

  

interests, net

Canada

​

$

461,398

​

$

614,900

​

$

1,076,298

​

$

511,957

​

$

620,549

​

$

1,132,506

Dominican Republic

​

​

311,050

​

​

—

​

​

311,050

​

​

320,867

​

​

—

​

​

320,867

Africa

​

​

264,529

​

​

321

​

​

264,850

​

​

299,722

​

​

321

​

​

300,043

Chile

​

​

222,629

​

​

224,116

​

​

446,745

​

​

236,312

​

​

224,116

​

​

460,428

United States

​

​

—

​

​

794,891

​

​

794,891

​

​

—

​

​

823,203

​

​

823,203

Mexico

​

​

—

​

​

41,803

​

​

41,803

​

​

—

​

​

50,156

​

​

50,156

Australia

​

​

—

​

​

21,288

​

​

21,288

​

​

—

​

​

22,120

​

​

22,120

Rest of world

​

​

92,010

​

​

26,639

​

​

118,649

​

​

101,440

​

​

26,639

​

​

128,079

Total

​

$

1,351,616

​

$

1,723,958

​

$

3,075,574

​

$

1,470,298

​

$

1,767,104

​

$

3,237,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017

 

As of June 30, 2016

 

    

Stream interest

    

Royalty interest

    

Total stream
and royalty
interests, net

    

Stream interest

    

Royalty
interest

    

Total stream
and royalty
interests, net

Canada

 

$

852,035

 

$

221,618

 

$

 1,073,653

 

$

809,692

 

$

228,566

 

$

1,038,258

Dominican Republic

 

 

543,256

 

 

 —

 

 

543,256

 

 

588,502

 

 

 —

 

 

588,502

Chile

 

 

348,778

 

 

453,369

 

 

802,147

 

 

369,896

 

 

453,629

 

 

823,525

Africa

 

 

123,760

 

 

572

 

 

124,332

 

 

88,596

 

 

697

 

 

89,293

Mexico

 

 

 —

 

 

105,889

 

 

105,889

 

 

 —

 

 

118,899

 

 

118,899

United States

 

 

 —

 

 

168,378

 

 

168,378

 

 

 —

 

 

102,385

 

 

102,385

Australia

 

 

 —

 

 

37,409

 

 

37,409

 

 

 —

 

 

42,547

 

 

42,547

Other

 

 

12,030

 

 

25,162

 

 

37,192

 

 

12,029

 

 

32,649

 

 

44,678

Total

 

$

1,879,859

 

$

1,012,397

 

$

2,892,256

 

$

1,868,715

 

$

979,372

 

$

2,848,087

6

The Company’s revenue, costsTable of salesContents

Our reportable segments for purposes of assessing performance for the years ended December 31, 2023 and net revenue by reportable segment for our2022, six months ended December 31, 2021, and fiscal yearsyear ended June 30, 2017, 2016 and 20152021, respectively, are geographically distributed as shown below (amounts are in the following table:thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 2017

 

Fiscal Year Ended June 30, 2016

 

    

Revenue

    

Cost of sales

    

Net revenue

    

Revenue

    

Cost of sales

    

Net revenue

Streams:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

136,736

 

$

45,954

 

$

90,782

 

$

125,755

 

$

47,417

 

$

78,338

Dominican Republic

 

 

91,589

 

 

27,191

 

 

64,398

 

 

39,684

 

 

11,625

 

 

28,059

Chile

 

 

60,251

 

 

9,037

 

 

51,214

 

 

49,243

 

 

7,280

 

 

41,963

Africa

 

 

25,435

 

 

5,083

 

 

20,352

 

 

23,346

 

 

4,657

 

 

18,689

Total streams

 

$

314,011

 

$

87,265

 

$

226,746

 

$

238,028

 

$

70,979

 

$

167,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

$

41,945

 

$

 —

 

$

41,945

 

$

35,267

 

$

 —

 

$

35,267

United States

 

 

35,282

 

 

 —

 

 

35,282

 

 

35,483

 

 

 —

 

 

35,483

Canada

 

 

23,208

 

 

 —

 

 

23,208

 

 

30,676

 

 

 —

 

 

30,676

Australia

 

 

12,943

 

 

 —

 

 

12,943

 

 

10,462

 

 

 —

 

 

10,462

Africa

 

 

3,131

 

 

 —

 

 

3,131

 

 

1,868

 

 

 —

 

 

1,868

Chile

 

 

1,648

 

 

 —

 

 

1,648

 

 

84

 

 

 —

 

 

84

Other

 

 

8,646

 

 

 —

 

 

8,646

 

 

7,922

 

 

 —

 

 

7,922

Total royalties

 

$

126,803

 

$

 —

 

$

126,803

 

$

121,762

 

$

 —

 

$

121,762

Total streams and royalties

 

$

440,814

 

$

87,265

 

$

353,549

 

$

359,790

 

$

70,979

 

$

288,811

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

​

    

Revenue

    

Cost of sales(1)

    

Production taxes

    

Depletion(2)

    

Segment gross profit(3)

Stream interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Canada

​

$

196,961

​

$

41,624

​

$

—

​

$

50,559

​

$

104,778

Dominican Republic

​

​

76,247

​

​

22,339

​

​

—

​

​

9,817

​

​

44,091

Africa

​

​

70,757

​

​

14,319

​

​

—

​

​

35,193

​

​

21,245

Chile

​

​

48,920

​

​

7,225

​

​

—

​

​

13,683

​

​

28,012

Rest of world

​

​

25,395

​

​

5,016

​

​

—

​

​

11,869

​

​

8,510

Total stream interests

​

​

418,280

​

​

90,523

​

​

—

​

​

121,121

​

​

206,636

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

United States

​

$

123,690

​

$

—

​

$

6,232

​

$

28,551

​

$

88,907

Mexico

​

​

25,754

​

​

—

​

​

—

​

​

8,353

​

​

17,401

Canada

​

​

12,712

​

​

—

​

​

1,062

​

​

5,650

​

​

6,000

Australia

​

​

19,011

​

​

—

​

​

—

​

​

831

​

​

18,180

Rest of world

​

​

6,270

​

​

—

​

​

—

​

​

—

​

​

6,270

Total royalty interests

​

​

187,437

​

​

—

​

​

7,294

​

​

43,385

​

​

136,758

Total

​

$

605,717

​

$

90,523

​

$

7,294

​

$

164,506

​

$

343,394

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

    

Revenue

    

Cost of sales(1)

    

Production taxes

    

Depletion(2)

    

Segment gross profit(3)

Stream interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Canada

​

$

212,369

​

$

46,438

​

$

—

​

$

67,368

​

$

98,563

Dominican Republic

​

​

85,863

​

​

26,211

​

​

—

​

​

29,216

​

​

30,436

Africa

​

​

53,787

​

​

11,135

​

​

—

​

​

24,348

​

​

18,304

Chile

​

​

47,347

​

​

7,165

​

​

—

​

​

12,835

​

​

27,347

Rest of world

​

​

18,427

​

​

3,693

​

​

—

​

​

9,759

​

​

4,975

Total stream interests

​

​

417,793

​

​

94,642

​

​

—

​

​

143,526

​

​

179,625

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

United States

​

$

81,642

​

$

—

​

$

4,131

​

$

13,966

​

$

63,545

Mexico

​

​

52,388

​

​

—

​

​

—

​

​

10,822

​

​

41,566

Canada

​

​

27,210

​

​

—

​

​

2,890

​

​

9,039

​

​

15,281

Australia

​

​

15,672

​

​

—

​

​

—

​

​

1,089

​

​

14,583

Africa

​

​

316

​

​

—

​

​

—

​

​

—

​

​

316

Rest of world

​

​

8,185

​

​

—

​

​

—

​

​

—

​

​

8,185

Total royalty interests

​

​

185,413

​

​

—

​

​

7,021

​

​

34,916

​

​

143,476

Total

​

$

603,206

​

$

94,642

​

$

7,021

​

$

178,442

​

$

323,101

​

4

7

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended December 31, 2021

​

    

Revenue

    

Cost of sales(1)

    

Production taxes

    

Depletion(2)

    

Segment gross profit(3)

Stream interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Canada

​

$

115,544

​

$

25,396

​

$

—

​

$

44,886

​

$

45,262

Dominican Republic

​

​

52,958

​

​

16,540

​

​

—

​

​

16,615

​

​

19,803

Chile

​

​

28,075

​

​

4,216

​

​

—

​

​

7,457

​

​

16,402

Africa

​

​

22,228

​

​

4,652

​

​

—

​

​

9,452

​

​

8,124

Rest of World

​

​

7,746

​

​

1,525

​

​

—

​

​

4,193

​

​

2,028

Total stream interests

​

​

226,551

​

​

52,329

​

​

—

​

​

82,603

​

​

91,619

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

United States

​

$

54,046

​

$

—

​

$

2,601

​

$

5,056

​

$

46,389

Mexico

​

​

31,858

​

​

—

​

​

—

​

​

5,890

​

​

25,968

Canada

​

​

13,756

​

​

—

​

​

1,811

​

​

5,208

​

​

6,737

Australia

​

​

11,174

​

​

—

​

​

—

​

​

621

​

​

10,553

Africa

​

​

1,107

​

​

—

​

​

—

​

​

—

​

​

1,107

Rest of world

​

​

4,460

​

​

—

​

​

—

​

​

92

​

​

4,368

Total royalty interests

​

​

116,401

​

​

—

​

​

4,412

​

​

16,867

​

​

95,122

Total

​

$

342,952

​

$

52,329

​

$

4,412

​

$

99,470

​

$

186,741

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiscal Year Ended June 30, 2021

​

    

Revenue

    

Cost of sales(1)

    

Production taxes

    

Depletion(2)

    

Segment gross profit(3)

Stream interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Canada

​

$

190,537

​

$

40,121

​

$

—

​

$

78,520

​

$

71,896

Dominican Republic

​

​

115,583

​

​

33,453

​

​

—

​

​

39,771

​

​

42,359

Chile

​

​

82,164

​

​

12,048

​

​

—

​

​

21,057

​

​

49,059

Africa

​

​

35,705

​

​

7,276

​

​

—

​

​

11,246

​

​

17,183

Total stream interests

​

​

423,989

​

​

92,898

​

​

—

​

​

150,594

​

​

180,497

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

United States

​

$

68,611

​

$

—

​

$

3,482

​

$

5,938

​

$

59,191

Mexico

​

​

58,212

​

​

—

​

​

—

​

​

9,084

​

​

49,128

Canada

​

​

31,671

​

​

—

​

​

3,261

​

​

12,341

​

​

16,069

Australia

​

​

21,466

​

​

—

​

​

—

​

​

1,889

​

​

19,577

Africa

​

​

2,801

​

​

—

​

​

—

​

​

—

​

​

2,801

Chile

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Rest of world

​

​

9,106

​

​

—

​

​

—

​

​

3,367

​

​

5,739

Total royalty interests

​

​

191,867

​

​

—

​

​

6,743

​

​

32,619

​

​

152,505

Total

​

$

615,856

​

$

92,898

​

$

6,743

​

$

183,213

​

$

333,002

(1)Excludes depreciation, depletion and amortization.
(2)Depletion amounts are included within Depreciation, depletion and amortization on our consolidated statements of operations and comprehensive income.
(3)Refer to Note 14 of our notes to consolidated financial statements for a reconciliation of total segment gross profit to consolidated income before income taxes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 2016

 

Fiscal Year Ended June 30, 2015

 

    

Revenue

    

Cost of sales

    

Net revenue

    

Revenue

    

Cost of sales

    

Net revenue

Streams:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Canada

 

$

125,755

 

$

47,417

 

$

78,338

 

$

94,104

 

$

33,450

 

$

60,654

Chile

 

 

49,243

 

 

7,280

 

 

41,963

 

 

 —

 

 

 —

 

 

 —

Dominican Republic

 

 

39,684

 

 

11,625

 

 

28,059

 

 

 —

 

 

 —

 

 

 —

Africa

 

 

23,346

 

 

4,657

 

 

18,689

 

 

 —

 

 

 —

 

 

 —

Total streams

 

$

238,028

 

$

70,979

 

$

167,049

 

$

94,104

 

$

33,450

 

$

60,654

Royalties:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

United States

 

$

35,483

 

$

 —

 

$

35,483

 

$

42,675

 

$

 —

 

$

42,675

Mexico

 

 

35,267

 

 

 —

 

 

35,267

 

 

43,008

 

 

 —

 

 

43,008

Canada

 

 

30,676

 

 

 —

 

 

30,676

 

 

37,496

 

 

 —

 

 

37,496

Australia

 

 

10,462

 

 

 —

 

 

10,462

 

 

8,494

 

 

 —

 

 

8,494

Africa

 

 

1,868

 

 

 —

 

 

1,868

 

 

3,075

 

 

 —

 

 

3,075

Chile

 

 

84

 

 

 —

 

 

84

 

 

39,508

 

 

 —

 

 

39,508

Other

 

 

7,922

 

 

 —

 

 

7,922

 

 

9,659

 

 

 —

 

 

9,659

Total royalties

 

$

121,762

 

$

 —

 

$

121,762

 

$

183,915

 

$

 —

 

$

183,915

Total streams and royalties

 

$

359,790

 

$

70,979

 

$

288,811

 

$

278,019

 

$

33,450

 

$

244,569

Please see “Operations in foreign jurisdictions or other sovereign jurisdictions are subject to many risks, which could decrease our revenues,” under Part I, Item 1A, Risk Factors, of this report for a description of the risks attendant to foreign operations.

Our financial results are primarily tied to the price of gold and, to a lesser extent, the priceprices of silver and copper, together with the amounts of production from our producingproduction stage stream and royalty interests. During the fiscal year ended June 30, 2017, Royal GoldDecember 31, 2023, we derived approximately 93%88% of itsour revenue from precious metals (including 85%76% from gold and 8%12% from silver), 5%9% from copper, and 2%3% from other minerals. The priceprices of gold, silver, copper, and other metals have fluctuated widely in recent years. The marketability and the price of metals are influenced by numerous factors beyond the control

8

Table of the Company and significantContents

our control. Significant declines in the priceprices of gold, silver, or copper could have a material and adverse effect on the Company’sour results of operations and financial condition.

Competition

The mining industry in general, and streamingstream and royalty segments in particular, are very competitive. We compete with other streamingstream and royalty companies, mine operators, and financial buyers in efforts to acquire existing stream and royalty interests, andinterests. We also compete with the lenders, equity investors, and streamingstream and royalty companies providing financing to operators of mineral properties in our efforts to create new streamingstream and royalty interests. Our competitors in the lending and mining business may be larger than we are and may have greater resources and access to capital than we have. Key competitive factors in the stream and royalty acquisition and financing business include the ability to identify and evaluate potential opportunities, transaction structure and consideration, and access to capital.

Regulation

Operators of the mines that are subject to our stream and royalty interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, Ghana, Mexico, the Dominican Republic, Mexico, Botswana and other countries where we hold interests. Although we, are not responsible as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators of the mines on which we have stream and royalty interests to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators.operators, which could have a material adverse effect on our results of operations and financial condition.

5Human Capital Resources

Table of Contents

Corporate Information

We were incorporated under the laws of the State of Delaware on January 5, 1981. Our executive offices are located at 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202. Our telephone number is (303) 573‑1660.

Available Information

Royal Gold maintains a website at www.royalgold.com. Royal Gold makes available, free of charge, through the Investor Relations section of its website, its Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  Our SEC filings are available from the SEC’s website at www.sec.gov which contains reports, proxy and information statements and other information regarding issuers that file electronically.  These reports, proxy statements and other information may also be inspected and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1‑800‑SEC‑0330 for further information on the operation of the Public Reference Room.  The charters of Royal Gold’s key committees of the Board of Directors and Royal Gold’s Code of Business Conduct and Ethics are also available on the Company’s website.  Any of the foregoing information is available in print to any stockholder who requests it by contacting our Investor Relations Department at (303) 573‑1660.  The information on the Company’s website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

Company PersonnelEmployees

We currently have 2330 employees, 17 located22 of whom work out of our headquarters in Denver, Colorado and theColorado. The remainder locatedwork out of our offices in our Zug,Lucerne, Switzerland, Vancouver, Canada, and Toronto, Canada offices.Canada. Our employees are not subject to a labor contract or a collective bargaining agreement.

Human Capital Management Strategy

The continued growth and success of our business depends on our people, and our people are our most important resource. Management is responsible for ensuring that our policies and practices support our desired corporate culture and employee development. Our human capital management strategy is built on attracting the best talent and developing and retaining talent. We considerhave benefited from a very low voluntary turnover rate, with many of the current staff still with the Company after 10 years of employment.

​

Diversity and Inclusion

​

We believe that diversity can enhance creativity, productivity, and organizational strength. We strive to maintain an environment where the perspectives and experiences of all personnel are respected and valued. We seek to identify potential future candidates for employment and membership on our Board using a wide range of criteria that, depending on the position, may include diversity, experience in the mining industry, integrity, perspective, broad business judgment and leadership skills, personal qualities and reputation in the business community, and relevant technical, management, political, legal, governance, finance and other experience.

​

We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, sex, gender identity or characteristics, color, religion, national origin, disability, sexual orientation, marital status, military status, pregnancy, genetic information, or any other status protected by state or local law.

​

We are committed to providing equal opportunities for promotion, compensation, training and development to all qualified individuals. We maintain a Diversity & Inclusion Policy that outlines our values, commitment to a diverse and inclusive

9

Table of Contents

Board and workforce and procedures for carrying out the policy. Among other things, when identifying new director candidates, the Compensation, Nominating and Governance Committee of our Board of Directors will require that the initial list of candidates, whether generated internally or by a third-party search firm, include qualified and diverse candidates of gender, as well as racial and ethnic, diversity.

​

Safety

​

We are committed to the wellbeing of all our employees. We promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices. For each of the past six years, we have recorded a total recordable injury frequency rate of zero for our employees. We maintain a People Policy that outlines our approach to maintaining safe work conditions for our employees.

​

Human Rights

​

We are committed to respecting human rights in the jurisdictions where we operate and affirm our commitment to comply with all applicable laws concerning human rights through our Human Rights Policy.

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Compensation and Benefits

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We offer competitive compensation and benefits to attract and retain top talent. We provide competitive medical and other insurance coverage for employees and eligible dependents and provide for sick leave in the case of illness or absence due to the sickness of the employee relationsor an immediate family member.

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Development

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We support the continued professional development of our employees by underwriting or subsidizing education and professional development programs for our employees.

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Host Community Commitment

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We actively seek opportunities to be good.advance sustainability initiatives with the goal of supporting communities that host the operations in which we hold stream and royalty interests during our operators’ mining operations. Many of our operators also actively and positively impact the communities where they mine. We encourage their sustainability initiatives and other efforts and often make our own financial contributions in support of their programs.

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Local Community Support

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We also retain independent contractorsbelieve in supporting the communities where we live and work.Our annual charitable giving is administered by a committee of employees, including members of senior management, that selects donation targets and recipients in our local communities.We are proud to provide consulting services, relating primarilypartner with leading charities in Denver, Lucerne, Toronto, and Vancouver that are actively responding to geologiccommunity needs with respect to medical supplies, food availability and geophysical interpretationssecurity, elder care, and also relating to such metallurgical, engineering, environmental,education.

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SEC Filings

We file periodic and current reports, proxy statements, and other technical mattersinformation with the SEC. This includes our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those forms. These reports are available free of charge on our website at www.royalgold.com as maysoon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports also can be deemed useful inobtained on the operationSEC’s website at www.sec.gov. The information on our website is not part of our business.this or any other report filed with or furnished to the SEC.

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ITEM 1A. RISK FACTORS

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You should carefully consider the risks described below before making an investment decision.in this section. Our future performance is subject to risks and uncertainties that could have a material adverse effect on our business, financial condition, results of operations, and cash flows could be materially adversely affected by any of these risks. The market orfinancial condition and the trading price of our securities could decline duecommon stock. We may be subject to any of these risks.other risks and uncertainties not presently known to us. In addition, please see our note about forward-looking statements included in Part II, Item 7,the MD&A of this Annual Report on Form 10-K. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.&A.

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Risks RelatedRelating to our Business

Volatility​

Our revenue is subject to volatility in metal prices, which could negatively affect our results of operations or cash flow.

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Market prices for gold, silver, copper, nickel and other metals may fluctuate widely over time and are affected by numerous factors beyond our control. These factors include metal supply and demand, industrial and jewelry fabrication, investment demand, central banking actions, inflation and interest rates, currency values, forward sales by metal producers, and legal, political, social, trade, economic, and banking conditions.

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Our revenue is directly tied to metal prices may have an adverse impact on the value of our stream and royalty interests and may reduce our revenues. Certain contracts governing our stream and royalty interests have features that may amplify the negative effects of a drop in metals prices.

The profitability of our stream and royalty interests is directly related to the market price of gold, silver, copper, nickel and other metals. Our revenue is particularly sensitive to changes in the price of gold, as we derive athe majority of our revenue from gold stream and royalty interests. Market prices may fluctuate widely and are affected by numerous factors beyond the control of Royal GoldUnder our stream agreements, we purchase metal at a fixed price or any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking economic policy, expectations with respect to the rate of inflation, the relative strengtha stated percentage of the dollarmarket price and other currencies, interest rates, gold purchases, sales and loans by central banks, forward sales bythen sell the metal producers, global or regional political, economic or banking conditions, and a number of other factors.

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Volatility in gold, silver, copper and nickel prices is demonstrated by the annual high and low prices for those metals as reported by, in the caseopen market during the term of gold and silver, the London Bullion Market Association, and in the case of copper and nickel, the London Metal Exchange, over the past decade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gold

 

Silver

 

Copper

 

Nickel

 

 

($/ounce)

 

($/ounce)

 

($/pound)

 

($/pound)

Calendar Year

    

 

High

    

 

Low

    

 

High

    

 

Low

    

 

High

    

 

Low

    

 

High

    

 

Low

2007 - 2008

 

$

1,011

 

$

608

 

$

20.92

 

$

8.88

 

$

4.08

 

$

1.26

 

$

23.41

 

$

4.00

2009 - 2010

 

$

1,421

 

$

810

 

$

30.70

 

$

10.51

 

$

4.42

 

$

1.38

 

$

12.52

 

$

4.27

2011 - 2012

 

$

1,895

 

$

1,319

 

$

48.70

 

$

26.16

 

$

4.60

 

$

3.08

 

$

13.17

 

$

6.89

2013 - 2014

 

$

1,694

 

$

1,142

 

$

32.23

 

$

15.28

 

$

3.74

 

$

2.86

 

$

9.62

 

$

5.97

2015

 

$

1,292

 

$

1,049

 

$

18.23

 

$

13.71

 

$

2.92

 

$

2.05

 

$

7.01

 

$

3.70

2016

 

$

1,366

 

$

1,077

 

$

20.71

 

$

13.58

 

$

2.69

 

$

1.96

 

$

5.32

 

$

3.50

2017 to-date (August 1, 2017)

 

$

1,294

 

$

1,151

 

$

18.56

 

$

15.95

 

$

2.93

 

$

2.48

 

$

5.01

 

$

3.95

Declines incontract. If market prices decline, our revenue and cash flow from metal sales could also decline. A price decline could also impact our revenue under certain sliding-scale royalty agreements, as we may receive a lower royalty rate when prices fall below specified thresholds. In addition, some of our royalty agreements are based on the operator’s concentrate sales to smelters and allow for gold, silver, copper, nickelprice adjustments between the operator and certain otherthe smelter based on changes in metals such as those experienced duringprices between the date an operator ships concentrate to its offtake customer and the date the sale of concentrate is finally settled (typically a period of three to five months). These price adjustments can decrease our fiscal year 2016 and first half of fiscal 2017, decreased our revenues. Declinesrevenue in marketfuture periods if metal prices decline following shipment.

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Metal price declines could cause an operator to reduce, suspend, or terminate production from an operating project or construction workdevelopment at a development project, which may result in a temporary or permanent reduction or cessation ofwould impact our future revenue from those projects, and we might not be able to recover the project. These production or development decisions could prevent us from recovering our initial investment in our stream and royalty interests. Our streaming agreements provide us the right to purchase metals either at a fixed price per ounceproject or a specified percentage of the spot price. Our margin between the price at which we can purchase metals pursuant to streaming agreements and the price at which we sell metals in the market will vary as metal prices vary; in the event of metal price declines, we would generate lower cash flow or earnings, or possibly losses. Further, our sliding‑scale royalties, such as Cortez, Holt, Mulatos and other properties, amplify the effect of declines in market prices for metals because when these prices fall below certain thresholds in a sliding‑scale royalty, a lower royalty rate will apply. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.

Price fluctuations between the time that decisions about development and construction of a mine are made and the commencement of production can have a material adverse effect on the economics of a mine and can eliminate or have a material adverse impact onan impairment to the value of stream and royalty interests on the property.our initial investment.

Where gold and silver are produced as co-product or by‑product metals at the properties where we hold stream and royalty interests, such as at Mount Milligan and Andacollo, respectively, an operator’s production decisions and the economic cut‑off applied to its reporting of gold and silver reserves and resources may be influenced by changes in the commodity prices of the principal metals produced at the mines. ​

Moreover, certain agreements governing our royalty interests, such as those relating to our royalty interests in the Robinson, Peñasquito and Voisey’s Bay properties, are based on the operator’s concentrate sales to smelters, which include price adjustments between the operator and the smelter based on metals prices at a later date, typically three to five months after shipment to the smelter. In such cases, our payments from the operator include a component of these later price adjustments, which can result in decreased revenue in later periods if metals prices have fallen.

We own passivenonoperating interests in mining properties and it is difficult or impossible for us tocannot ensure properties are developed or operated in our best interest.interests.

All of our current​

Our revenue is derived entirely from stream and royalty interests onin properties owned and operated by third parties. The holder of a stream or royalty interest typically hasIn general, we have no decision-making authority regarding the development or operation of athe mineral property. Therefore, we typically are not in control of decisions regarding development or operation of any of the properties on which we hold a stream or royalty interest, and we have limited legal rights to influence those decisions.

Our strategy of acquiring and holdingunderlying our stream and royalty interests on properties operated by third parties puts us generally at risk to theinterests. Operators make all or substantially all development and operating decisions, of others regarding all operating matters, including decisions about permitting, feasibility analysis, mine design and operation, processing, plant and equipment matters, and temporary or permanent suspension of operations, among others.

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As a result, our revenue is dependent uponmineral resources and mineral reserves, and the activitiesmarketing of third parties, which createsproducts from the risk that at any time those third parties may: (i) have business interests that are inconsistent with ours, (ii) take action contrary to our interests, policies or objectives, or (iii) be unable or unwilling to fulfill their obligations under their agreements with us. At any time, any of theproperty. The operators of our mining properties may decide to suspend or discontinue operations. Except in limited circumstances, we will not be entitled to material compensation if operations are shut down, suspended or discontinued on a temporary or permanent basis. Although we attempt to secure contractual rights when we create new stream or royalty interests, such as audit or access rights, that will permit us to protect our interests to a degree, there can be no assurance that such rights will always be available or sufficient, or that our efforts will be successful in achieving timely or favorable results or in affecting the operation of the properties in which we hold stream and royalty interests may make decisions that are adverse to our interests.

​

The operators of the projects in which we hold an interest may from time to time announce transactions, including the sale or transfer of the projects in which we hold stream or royalty interests or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator controlling the project, who may not have comparable skills to, or interests of, the operator in place at the time of our investment, any of which could negatively impact our interests.

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We often have limited access to data about the properties in which we hold stream or royalty interests, which may make it difficult for us to project or assess the performance of our stream and royalty interests or to confirm mineral reserves and mineral resources.

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We often do not have the contractual right under our stream and royalty agreements to receive permitting, development, production, operating, and other data with respect to the properties in which we hold stream or royalty interests or the right

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to access the properties or obtain drilling and metallurgical data that would allow us to confirm mineral reserves and mineral resources or other data applicable to the properties. As a result, it may be difficult for us to project or assess the performance of a stream or royalty interest, and we generally are unable to conduct our own mineral reserve and mineral resource analysis.

​

Our stream and royalty interests may not result in anticipated returns or may not otherwise ultimately benefit our business.

​

We are continually reviewing opportunities to acquire new stream and royalty interests, and we have acquisition opportunities at various stages of review. Any acquisition could be material to us. At times, we also may consider ways to restructure our existing stream or royalty interests where we believe the restructuring would provide a long-term benefit to us, even though it could reduce near-term revenues or result in the incurrence of transaction-related costs. The success of our stream and royalty interests is based in part on our ability to make accurate assumptions at the time of acquisition or restructuring about the amount and timing of revenue to be derived from those interests. These assumptions are based on a variety of factors, including the geological, geotechnical, hydrogeological, hydrological, metallurgical, legal, permitting, environmental, social, and other aspects of the projects. For development projects, we also make assumptions about the cost, timing, and conduct of development. If an operator fails to bring a project into production as expected or if actual performance otherwise falls short of our assumptions, our revenue derived from the project may not be sufficient to yield an adequate, or any, return on our investment. In addition, we could be required to decrease the carrying value of our investment, which could have a material adverse effect on our results of operations or financial condition. We cannot ensure that wouldany acquisition or other transaction will ultimately benefit Royal Gold.

​

Our future success depends on our ability to acquire additional stream or royalty interests at appropriate valuations.

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Our future success depends largely on our ability to acquire additional stream and royalty interests at appropriate valuations. We may not adequately assess technical, operational, legal, environmental or social risks in connection with new acquisitions, which could adversely impact our expected investment returns or future results of operations. We may not be beneficialable to identify and complete acquisitions of additional interests at appropriate prices or terms. We may not have sufficient liquidity or may not be able to obtain debt or equity financing at an acceptable cost of capital in order to fund acquisitions due to economic volatility, credit crises, declines in metal prices, or changes in legal, political, social or other conditions. In addition, certain of our competitors are larger and have greater financial resources than we do, and we may not be able to compete effectively against them. Further, there has been significant growth in the number and relative size of stream and royalty companies over the last several years, and some of these companies may have different investment criteria and costs of capital than we do, or are subject to different tax and accounting rules than we are, and we may not be able to compete effectively against them. Changes to tax rules, accounting policies, or the treatment of stream interests by debt ratings agencies could make streams or royalties less attractive to operators or render us less able to compete with other stream and royalty companies that are organized in countries with more favorable tax, accounting and regulatory regimes.

​

For some properties, we may not realize all of the expected benefits of our investments if operators are unable to replace current mineral reserves as they are consumed or identify new mineral resources, which could impact our future results of operations.

​

For some properties, our return on investment depends in part on the operators’ ability to replace mineral reserves as they are consumed in the ordinary course of mining. If current mineral reserves are not replaced as they are mined through conversion of mineral resources to new mineral reserves, or new mineral resources are not identified through expansion of known deposits, exploration, or otherwise, our expected investment returns or future results of operations could be adversely affected.

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A significant portion of our revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.

​

Approximately 72% of our revenue for the year ended December 31, 2023, came from 6 properties: Mount Milligan (26%), Cortez (16%), Pueblo Viejo (13%), Andacollo (8%), Khoemacau (6%), and Peñasquito (3%). We expect these properties to continue to represent a significant portion of our revenue going forward.This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these properties could have a more significant or longer-term impact on our results of operations than if our revenue was less concentrated.

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A significant disruption to our stockholders.information technology systems or those of our third-party service providers could adversely affect our business and operating results.

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We rely on a variety of information technology systems to manage and support our operations. For example, we depend on our information technology systems for financial reporting, operational and investment management, and email. These systems contain, among other information, our proprietary business information and personally identifiable information of our employees. The proper functioning of these systems and the security of such data is critical to the efficient operation and management of our business, and these functions are outsourced by us to third-party service providers on whom we rely for the proper functioning and security of these systems. In addition, these systems could require modifications or upgrades from time to time as a result of technological changes or growth in our business, and we may change the third-party service providers with whom we contract to maintain the functioning or security of these systems from time to time, which modifications, upgrades or changes could be costly and disruptive to our operations and could impose substantial demands on management’s time. Our revenuessystems, and those of our third-party service providers, could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network failures, viruses, ransomware or malware, physical or electronic break-ins, unauthorized access, or cyber-attacks.

​

Any security breach could compromise our networks, and the information stored on them could be improperly accessed, disclosed, lost, stolen or restricted. Because techniques used to sabotage systems, obtain unauthorized access to systems or prohibit authorized access to systems change frequently and generally are not detected until successfully launched against a target, we or our third-party service providers may be unable to anticipate these techniques, and the cybersecurity processes, technologies and controls that we or our third-party service providers have implemented to secure our systems and electronic information may not be adequate to prevent a disruption or attack or to timely assess, identify and manage a cyber-attack. Actions taken by us or third-party service providers in response to a cyber-attack may not be adequate. Any unauthorized activities could disrupt our operations or those of our third-party service providers on which we are dependent; result in the misappropriation or compromise of confidential information, extortion, or fraud; harm our employees or counterparties; cause us to violate privacy or security laws; or result in legal claims or proceedings, any of which could adversely affect our business, reputation, or operating results.

​

We depend on the services of our executives and other key employees, and the loss of one or more of these individuals could harm our business.

​

We believe that our success depends on retaining qualified executives and other key employees, especially in light of our limited number of personnel and the specialized nature of our business. These individuals have significant industry and Company-specific experience. If we are unsuccessful at retaining or attracting qualified personnel, our business could be disrupted and our reputation could be harmed, adversely impacting our ability to achieve our business objectives. We do not currently maintain key person life insurance on any of these individuals or our directors.

​

We face various risks related to health epidemics, pandemics and similar outbreaks, which could have material adverse effects on our business, results of operations, financial position, and/or the trading price of our stock.

​

Health epidemics, pandemics and similar outbreaks could cause significant volatility and uncertainty in the global economy and financial markets, supply chain issues, labor shortages, and declines in metal prices, and such events could adversely affect our ability to obtain future debt or equity financing for acquisitions on acceptable terms, or at all, and could require temporary curtailments of operations at the properties subject to our stream and royalty interests, as occurred

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at Mount Milligan, Pueblo Viejo, Peñasquito and Khoemacau in response to the COVID 19 pandemic. In addition, health epidemics, pandemics and similar outbreaks and their resulting impacts may make it difficult for the operators of the properties subject to our stream and royalty interests to forecast expected production amounts. The effects of health epidemics, pandemics and similar outbreaks will ultimately depend on many factors that are outside of our control (including the severity and duration of such events and government and operator actions in response to such events) and could materially and adversely impact our business, results of operations, financial position, and/or the trading price of our stock.

​

Risks Relating to our Stream and Royalty Interests

​

Our revenue is subject to operational and other risks faced by operators of our mining properties.the properties in which we hold stream or royalty interests.

Although we​

We generally are not required to pay capital costs (except for transactions where we finance mine development or actively fund or participate in exploration)operating costs on projects onin which we hold stream or royalty interests,interests. However, our financial resultsrevenue and the value of our investments are indirectly subject to hazards and risks normally associated with developing and operating mining properties, where we hold stream and royalty interests. Some of these risks include:including the following:

•insufficient ore reserves;​

•increases in production or capital costs incurred by operators or third parties that may impact the amount of reserves available to be mined, cause an operator to delay or curtail mining development and operations, or render mining of ore uneconomical and cause an operator to close operations;

•declines in the price of gold, silver, copper, nickel and other metals;

•mine operating and ore processing facility problems;

•economic downturns and operators’ insufficient financing;

•default by an operator on its obligations to us or its creditors;

•insolvency, bankruptcy or other financial difficulty of the operator;

•significant permitting, environmental and other regulatory requirements and restrictions and any changes in those regulations or their enforcement;

•challenges by non‑mining interests to existing permits and mining rights, and to applications for permits and mining rights;

•opposition by local communities, indigenous populations and non‑governmental organizations;

•community or civil unrest;

•labor shortage of miners, geologists and mining experts, changes in labor laws, increased labor costs, and labor disputes, strikes or work stoppages at mines;

•unavailability of mining, drilling and related equipment;

•unanticipated geological conditions or metallurgical characteristics;

•unanticipated ground or water conditions;

●insufficient ore reserves
●increased capital or operating costs
●declines in the price of gold, silver, copper, or other metals
●declines in metallurgical recoveries
●construction or development delays
●operational disruptions, including those caused by pandemics or other global or local health crises
●inability to assess and manage project technical risks
●inability to obtain or maintain necessary permits
●inability to replace or increase mineral reserves and/or mineral resources as properties are mined
●inability to maintain, or challenges to, exploration or mining rights
●changes in mining taxes and royalties payable to governments and political environments in general
●significant changes to environmental, permitting, or other legal or regulatory requirements or the enforcement of such requirements
●challenges to operations, permits, or mining rights by local communities, indigenous populations, non-government organizations, or others and ineffective management of stakeholder communications and relations
●litigation between operators and third parties relating to the properties
●community or civil unrest, including protests and blockades
●labor shortages, increased labor costs, labor disputes, strikes, or work stoppages (as occurred at Peñasquito in June 2023), or inability to access sufficient experienced and trained personnel
●unavailability of mining, drilling, or other equipment
●unanticipated geological conditions or metallurgical characteristics
●inadequate supplies of power or other raw materials
●pit wall or tailings dam failures or underground stability issues
●fires, explosions, major mechanical or electrical equipment failures, other industrial accidents or other property damage
●challenges managing land disturbances, reclamation requirements, tailing and waste storage, release of contaminants or other environmental incidents or damage
●failure to operate in accordance with industry standard safety practices or government regulations
●occurrence of safety events, including lost time incidents and/or fatalities
●natural catastrophes and environmental hazards such as unanticipated groundwater or surface water conditions, earthquakes or hurricanes
●physical effects of climate change, such as extreme changes in temperature, extreme precipitation events, flooding, longer wet or dry seasons, increased temperatures and drought, increased or decreased precipitation and snowfall, wildfires, or more severe storms, and regulatory changes designed to reduce the effects of

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climate change, including regulations designed to curtail greenhouse gas emissions, which may lead to increased costs for mine operators
●market risks associated with the perception of mine operators’ environmental, social and governance (“ESG”) performance and their ability to deliver on ESG commitments and expectations
●market conditions, including prolonged periods of inflation and supply-chain disruptions and increased interest rates
●uncertain political and economic environments, including economic downturns
●insufficient financing or inability to obtain financing at all or at an acceptable cost of capital
●default by an operator on its obligations to us or its other creditors and counterparties
●insolvency, bankruptcy, or other financial difficulty of the operator
●risk of disruption, damage or failure of information technology systems, and risk of loss and operational delays due to impacts to operational technology systems, such as due to cyber-attacks, malicious software, computer viruses, security breaches, design failures and natural disasters

•pit wall or tailings dam failures or any underground stability issues;

•fires, explosions and other industrial accidents;

•environmental hazards and natural catastrophes such as floods, earthquakes or inclement or hazardous weather conditions;

•injury to persons, property or the environment;

•the ability of operators to maintain or increase production or to replace reserves as properties are mined;

•potential increased operating costs arising from climate change initiatives and their impact on energy and other costs in the U.S. and foreign jurisdictions;

•uncertain domestic and foreign political and economic environments; and

•changes in laws or regulations, including changes implemented by new political administrations.​

The occurrence of any of the above mentioned risks or hazards, among others,these events could result in an interruption, suspension or termination ofnegatively impact operations or development work at any of the properties in which we hold a stream or royalty interest and have a material adverse effect on our business, results of operations, cash flows and financial condition.

Many of our stream and royalty interests, are important to us and any adverse development related to these properties could adversely affect our revenues and financial condition.

Our investmentswhich in the Mount Milligan, Andacollo, Pueblo Viejo, Wassa and Prestea and Peñasquito properties generated approximately $340.7 million in revenue in fiscal year 2017, or nearly 77% of our revenue for the period. We expect these properties and others to be important to us in fiscal year 2018 and beyond. Any adverse development affecting the operation of or production from any of these propertiesturn could have a material adverse effect on our results of operations,revenue, cash flows and financial condition. Any adverse decision made by the operators, such as changes to mine plans, production schedules, metallurgical processes or royalty calculation methodologies, may materially and adversely impact the timing and amount of revenue that we receive.

Problems concerning the existence, validity, enforceability, terms or geographic extent of our stream and royalty interests could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators.

Defects in or disputes relating to the stream and royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these interests, and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect management’s estimate of the carrying value of our stream and royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the stream and royalty interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the documents reflecting the stream or royalty interest. Similarly, stream and royalty interests in many jurisdictions are contractual in nature, rather than interests in land, and therefore may be subject to change of control, bankruptcy or insolvency of operators, and our stream or royalty interests could be materially restricted or set aside through judicial or administrative proceedings. We often do not have the protection of security interests that could help us recover all or part of our investment in a stream or royalty interest.

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We have limited access to data and disclosure regarding the operation of the properties on which we have stream and royalty interests, which may limit our ability to assess the performance of a stream or royalty interest.

Although certain agreements governing our stream and royalty interests require the operators to provide us the right to receive production, operating and other information, we do not have the contractual right to receive such information for all of our interests. As a result, we may have limited access to data about the operations and the properties themselves, which could affect our ability to assess the performance of a stream or royalty interest. This could result in delays in, or reductions of, our cash flow from the amounts that we anticipate based on the stage of development of or production from the properties which could have an adverse impact on our results of operations and financial condition.

Acquired stream and royalty interests, particularly on development stage properties, are subject to the risk that they may not produce anticipated revenues.​

The stream and royalty interests we acquire may not produce anticipated revenues. The successMost of our acquisitions of stream and royalty interestsrevenue is based on our ability to make accurate assumptions regarding the valuation, timing and amount of revenues to be derived from our streamproperties outside the United States, and royalty interests and, for development projects, the geological, metallurgical and other technical aspects of the project as well as the costs, timing and conduct of development. If an operator does not bring a property into production and operaterisks associated with conducting business in accordance with feasibility studies, technical or reserve reportsforeign countries or other plans due to lack of capital, inexperience, unexpected problems, delays, or otherwise, then the acquired stream or royalty interest may not yield sufficient revenues to be profitable for us. Furthermore, operators of development stage properties must obtain and maintain all necessary environmental permits and access to water, power and other raw materials, as well as financing, necessary to begin or sustain production, and there can be no assurance that operators will be able to do so.

The failure of any of our principal properties to produce anticipated revenues on schedule or at all would have a material adverse effect on our asset carrying values and potentiallysovereign jurisdictions could adversely affect our business, results of operations, financial condition, or the other benefits we expect to realize from the acquisitiontrading price of stream and royalty interests. For example, we experienced a write‑downour common stock.

​

Approximately 80% of $75.7 millionour revenue for the Phoenix Gold mining project in the third quarter of fiscal 2016 after examining updated technical reports prepared by Rubicon, the operatoryear ended December 31, 2023, came from properties outside of the mining project.

Further, as mines on which we have streamUnited States, and royalty interests mature, we can expect overall declines in production unless operators are able to replace reserves that are mined through mine expansion or successful new exploration. There can be no assurance that the operators of properties where we hold stream and royalty interests will be able to maintain or increase production or replace reserves as they are mined.

Operators may interpret our stream and royalty interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.

Our stream and royalty interests generally are subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing our stream and royalty interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights, and our revenues relating to any challenged stream or royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the stream or royalty interest, various rights of the operator or third parties in or to the stream or royalty interest or the underlying property, the obligations of a current or former operator to make payments on stream and royalty interests, and various defects or ambiguities in the agreement governing a stream and royalty interest.

For example, in December 2014, the Labrador Nickel Royalty Limited Partnership (“LNRLP”), of which the Company is the indirect majority owner, amended its October 2009 statement of claim against Vale and certain subsidiaries of Vale. LNRLP alleges that Vale has been calculating LNRLP’s 3% NSR royalty on nickel, copper and cobalt produced from the Voisey’s Bay mine incorrectly since production began in late 2005 and that Vale has breached its contractual duties of

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good faith and honest performance. One of the claims asserted by LNRLP relates to Vale’s calculation of the royalty since Vale began processing nickel concentrates from Voisey’s Bay at its new Long Harbour hydrometallurgical plant. Vale currently deducts full Long Harbour operating costs, depreciation and cost of capital from actual proceeds when calculating the net smelter return royalty, which has had the effect of reducing or eliminating royalty payments to LNRLP. Royal Gold strongly disagrees with Vale’s position that full operating costs, depreciation and cost of capital are permissible net smelter return deductions pursuant to the royalty agreement and is aggressively pursuing its legal remedies. For fiscal 2015, the Voisey’s Bay royalty comprised 6% of our revenue. We did not recognize any revenue from Vale for the fourth quarter of fiscal 2016, and the Voisey’s Bay royalty contributed only 3% of our total revenue for fiscal 2016.  LNRLP recognized no revenue from Vale during fiscal 2017.

Potential litigation affecting the properties that we have stream and royalty interests in could have a material adverse effect on us.

Potential litigation may arise between the operators of properties on which we have stream and royalty interests and third parties. For example, Barrick’s Pascua‑Lama mining project has been the subject of litigation by local farmers and indigenous communities alleging that the project’s water management system is not in compliance with environmental permits and that the project has damaged glaciers located in the Pascua‑Lama project area. As a holder of stream and royalty interests, we generally will not have any influence on litigation such as this and generally will not have access to non‑public information concerning such litigation. Any such litigation that results in the reduction, suspension or termination of a project or production from a property, whether temporary or permanent, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We may enter into acquisitions or other material transactions at any time.

In the ordinary course of business, we engage in a continual review of opportunities to acquire existing stream and royalty interests, to establish new streams and royalties on operating mines, to create new stream and royalty interests through financing mine development or exploration, or to acquire companies that hold stream and royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes. We also consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We also could issue common stock to fund our acquisitions. Issuances of common stock could dilute existing stockholders and may reduce some or all of our per share financial measures.

Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counter-parties and financiers.  In addition, any such acquisition or other transaction may have other transaction specific risks associated with it, including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is located and other risks discussed in this Annual Report on Form 10-K. There can be no assurance that any acquisitions completed will ultimately benefit the Company.

In addition, we may consider opportunities to restructure our stream or royalty interests where we believe such restructuring would provide a long‑term benefit to the Company, though such restructuring may reduce near‑term revenues or result in the incurrence of transaction‑related costs. We could enter into one or more acquisition or restructuring transactions at any time.

We may be unable to successfully acquire additional stream or royalty interests at appropriate valuations.

Our future success largely depends upon our ability to acquire stream and royalty interests at appropriate valuations, including through royalty, stream and corporate acquisitions and other financing transactions. Most of our revenues are derived from stream and royalty interests that we acquire or finance. There can be no assurance that we will be able to identify and complete the acquisition of such stream and royalty interests or businesses that own desirable interests, at reasonable prices or on favorable terms, or, if necessary, that we will have or be able to obtain sufficient financing on reasonable terms to complete such acquisitions. Economic volatility, credit crises, or severe declines in market prices for

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gold, silver, copper, nickel and certain other metals, could adversely affect our ability to obtain debt or equity financing for acquisitions. In addition, changes to tax rules, accounting policies, or the treatment of stream interests by ratings agencies could make royalties, streams or other investments by the Company less attractive to counterparties. Such changes could adversely affect our ability to acquire new stream or royalty interests.

We also have competitors that are engaged in the acquisition of stream and royalty interests and companies holding such interests, including competitors with greater financial resources, and we may not be able to compete successfully against these companies in new acquisitions. If we are unable to successfully acquire additional stream or royalty interests, the reserves subject to our stream and royalty interests may decline as the producing properties on which we have such stream and royalty interests are mined or payment or production caps on certain of our royalty interests are met. We also may experience negative reactions from the financial markets or operators of properties on which we seek stream and royalty interests if we are unable to successfully complete acquisitions of such interests or complete them at satisfactory rates of return. Each of these factors could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We depend on our operators for the calculation of payments of our stream and royalty interests. We may not be able to detect errors and later payment calculations may call for retroactive adjustments.

The deliveries and payments under our stream and royalty interests are calculated by the operators of the properties on which we have stream and royalty interests based on their reported production. Each operator’s calculation of deliveries and payments is subject to and dependent upon the adequacy and accuracy of its production and accounting functions, and, given the complex nature of mining and ownership of mining interests, errors may occur from time to time in the allocation of production and the various other calculations made by an operator. Any of these errors may render such calculations inaccurate. Certain agreements governing our stream and royalty interests require the operators to provide us with production and operating information that may, depending on the completeness and accuracy of such information, enable us to detect errors in deliveries under metal streams and in the calculation of payments of royalties. We do not, however, have the contractual right to receive production information for all of our royalty interests.  As a result, our ability to detect payment errors through our stream and royalty monitoring program and its associated internal controls and procedures is limited, and the possibility exists that we will need to make retroactive revenue adjustments. Some contracts governing our stream and royalty interests provide us the right to audit the operational calculations and production data for the associated stream deliveries and royalty payments; however, such audits may occur many months following our recognition of the revenue and we may be required to adjust our revenue in later periods, which could require us to restate our financial statements.

Development and operation of mines is very capital intensive and any inability of the operators of such properties where we hold stream and royalty interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of and revenue from our stream and royalty interests.

If operators of properties where we hold stream and royalty interests do not have the financial strength or sufficient credit or other financing capability to cover the costs of developing or operating a mine, the operator may curtail, delay or cease development or operations at a mine site, or enter into bankruptcy proceedings.  An operator’s ability to raise and service sufficient capital may be affected by, among other things, macroeconomic conditions, future commodity prices of metals to be mined, or further economic volatility in the U.S. and global financial markets as has been experienced in recent years. If certainare organized outside of the operators of the properties on which we have stream and royalty interests suffer these material adverse effects, then our interests, including the value of and revenue from them, and the ability of operators to obtain debt or equity financing for the exploration, development and operation of their properties may be materially adversely affected.

Certain of the agreements governing our stream and royalty interests contain terms that reduce or cap the revenues generated from the interests.

Revenue from some of our stream and royalty interests will stop or decrease after threshold production, delivery or payment milestones are achieved. For example, our gold stream at Pueblo Viejo decreases from 7.5% of Barrick’s interest in gold produced at Pueblo Viejo to 3.75% after 990,000 ounces of gold have been delivered. Similarly, our silver stream at Pueblo Viejo decreases from 75% of Barrick’s interest in silver produced at Pueblo Viejo to 37.50% after 50.00 million

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ounces of silver have been delivered. Our streams at Wassa and Prestea, Andacollo, Rainy River and other properties are subject to similar limitations, and therefore current production and revenue results from our interests may not be indicative of future results.

Estimates of reserves and mineralization by the operators of mines in which we have stream and royalty interests are subject to significant revision.

There are numerous uncertainties inherent in estimating proven and probable reserves and mineralization, including many factors beyond our control and the control of the operators of properties in which we have stream and royalty interests. Reserve estimates for our stream and royalty interests are prepared by the operators of the mining properties. We do not participate in the preparation or verification of such reports and have not independently assessed or verified the accuracy of such information.

The estimation of reserves and of other mineralized material is a subjective process, and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production, and the evaluation of mine plans subsequent to the date of any estimate, may cause a revision of such estimates. The volume and grade of reserves recovered and rates of production may be less than anticipated. Assumptions about gold and other precious metal prices are subject to great uncertainty, and such prices have fluctuated widely in the past. Declines in the market price of gold, silver, copper, nickel or other metals also may render reserves or mineralized material containing relatively lower ore grades uneconomical to exploit. Changes in operating costs and other factors including short‑term operating factors, the processing of new or different ore grades, geotechnical characteristics and metallurgical recovery, may materially and adversely affect reserves.

Mineral resources as reported by some operators do not constitute mineral reserves and do not have demonstrated economic viability. Due to the uncertainty of mineral resources, there can be no assurance that such resources will be upgraded to proven and probable mineral reserves as a result of continued exploration. It should not be assumed that any part or all of mineral resources on properties where we hold stream and royalty interests constitute or will be converted into mineral reserves.

Estimates of production by the operators of mines in which we have stream and royalty interests are subject to change, and actual production may vary materially from such estimates.

Production estimates are prepared by the operators of mining properties. There are numerous uncertainties inherent in estimating anticipated production attributable to our stream and royalty interests, including many factors beyond our control and the control of the operators of the properties in which we have stream and royalty interests. We do not participate in the preparation or verification of production estimates and have not independently assessed or verified the accuracy of such information. The estimation of anticipated production is a subjective process and the accuracy of any such estimates is a function of the quality of available data, reliability of production history, variability in grade encountered, mechanical or other problems encountered, engineering and geological interpretation and operator judgment. Rates of production may be less than expected. Results of drilling, metallurgical testing and production, changes in commodity prices, and the evaluation of mine plans subsequent to the date of any estimate may cause actual production to vary materially from such estimates.

If title to mining claims, concessions, licenses or leases from governments on mine properties is not properly maintained by the operators, or is successfully challenged by third parties, our stream and royalty interests could be found to be invalid.

Our business includes the risk that operators of mining projects and holders of mining claims, tenements, concessions, mining licenses or other interests in land and mining rights may lose their exploration or mining rights, or have their rights to mining properties contested by private parties or the government. Internationally, mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title and similar risks. If title to mining claims or other mining

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tenures subject to our stream and royalty interests have not been properly established or not properly maintained, or are successfully contested, our stream and royalty interests could be adversely affected.

Operations in foreign countries or other sovereign jurisdictions are subject to many risks, which could decrease our revenues.

We derived approximately 92% of our revenues from foreign sources during fiscal year 2017, compared to approximately 90% in fiscal year 2016 and approximately 85% in fiscal year 2015.United States. Our principal producingproduction stage stream and royalty interests on properties outside of the United States are located in Canada, Chile, the Dominican Republic, GhanaMexico, Chile and Mexico. We currently have streamBotswana. Within the United States and royalty interests in mines and projects in other countries, including Argentina, Australia, Bolivia, Brazil, Burkina Faso, Guatemala, Honduras, Macedonia, Nicaragua, Peru, Russia, Spain and Tunisia. Various indigenous peoplespeople may be recognized as sovereign jurisdictionsentities and may enforce their own laws and regulations within the United States, Canadaregulations. Our activities and other countries. In addition, future acquisitions may expose us to new jurisdictions. Our foreignoperators’ activities are subject to the risks normally associated with conducting business in foreign countries. These risks include, depending on the country, such things as:

•expropriation or nationalization of mining property in foreign countries;

•seizure of mineral production;

•exchange and currency controls and fluctuations;

•limitations on foreign exchange and repatriation of earnings;

•increased foreign taxation or imposition of new or increased mining royalty interests;

•restrictions on mineral production and price controls;

•import and export regulations, including restrictions on the export of gold, silver, copper, nickelcountries or other metals;

•changes in legislation and government policies, including changes related to taxation, royalty interests, imports, exports, duties, currency, foreign ownership, foreign trade, foreign investment and changes in response to U.S. laws or foreign policies;

•changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets;

•high rates of inflation;

•labor practices and disputes;

•enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies;

•challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, indigenous populations, non‑governmental organizations or other third parties;

•renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like;

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•war, crime, terrorism, sabotage, civil unrest and uncertain political and economic environments;

•corruption;

•exposure to liabilities under anti‑corruption and anti‑money laundering laws,sovereign jurisdictions, including the U.S. Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject;following:

•suspension of the enforcement of creditors’ rights and stockholders’ rights; and​

●expropriation or nationalization of mining property or other government takings
●seizure of mineral production
●exchange and currency controls and fluctuations
●limitations on foreign exchange or repatriation of earnings
●restrictions on mineral production or price controls
●governmental regulations relating to foreign investment and the mining business or changes in the interpretation of such regulations
●import or export regulations, including trade wars and sanctions and restrictions on metal exports
●changes in government taxation, royalties, tariffs, or duties
●changes in economic, trade, diplomatic, or other relationships between countries or the effects on global and economic conditions, the stability of global financial markets, or the ability of key market participants to operate in certain financial markets, including the imposition of sanctions on doing business with certain governments, companies or individuals
●high rates of inflation
●unfamiliar or uncertain foreign real estate, mineral tenure, safety, or environmental laws or rules
●war, crime, terrorism, sabotage, blockades, hostage taking, or other forms of civil unrest
●uncertain political or economic environments, including economic downturns
●corruption
●exposure to liabilities under anti-corruption, anti-money laundering, child labor or forced labor laws
●suspension of the enforcement of creditors’ or stockholders’ rights
●loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources, and water supplies

•loss of access to government controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.​

In addition, because many of our operators are organized outside of the United States. OurStates, our stream and royalty interests may be subject to the application of foreign laws to our operators, and their stockholders, including laws relating to taxation,

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foreign ownership structures, corporate transactions, creditors’ rights, bankruptcy and liquidation. Foreign operations also could be adversely impacted by laws and policies of the United States affecting foreign trade, investment and taxation.

​

These risks may limit or disrupt operating minesthe development or projects onoperation of properties in which we hold stream and royalty interests restrict the movement of funds, or result in the deprivation of contractimpair our rights or interests in these properties, which could adversely affect our results of operations or financial condition.

​

If the takingassumptions underlying operators’ production, mineral reserve, or mineral resource estimates are inaccurate or if future events cause operators to negatively adjust their previous estimates, our future revenue or the value of property by nationalizationour investments could be adversely affected.

​

The operators of the properties in which we hold stream and royalty interests generally prepare production, mineral reserve, and mineral resource estimates for the properties. We do not independently prepare or expropriation without fair compensation,verify this information and generally lack sufficient information and access to properties to do so. There are numerous uncertainties inherent in these estimates, many of which are outside the operators’ control. As a result, production, mineral reserve, and mineral resource estimates are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data; geological interpretation; geotechnical, geologic and mining conditions; metallurgical recovery; metal prices; operating costs; capital expenditures; development and reclamation costs; mining technology improvements; and the effects of government regulation. If any of the assumptions that the operators make in connection with production, mineral reserve and mineral resource estimates are incorrect, actual production could be significantly lower than the production, mineral reserve, and mineral resource estimates, which could adversely affect our future revenue and the value of our investments. In addition, if the operators’ estimates with respect to the timing of production are incorrect, we could experience variances in expected revenue from period to period.

​

Further, operators’ estimates of mineral resources are subject to future exploration and development and associated risks, and estimated mineral resources may never convert to future mineral reserves. In addition, estimates of mineral resources are subject to similar uncertainties and assumptions as discussed above with respect to mineral reserves.

​

The operators of properties subject to our interests may be subject to growing environmental risks, including risks associated with climate change, which could have a material adverse effect on us, our business, resultsfinancial condition or the value of our interests or of our common stock.

​

Mining operations cash flowsare subject to extensive laws and financial condition.

Opposition from indigenous people may delay or suspend development or operations atregulations governing land use and the properties where we hold streamprotection of the environment. In addition, many countries have implemented laws and royalty interests, which could decrease our revenues.

Various internationalregulations designed to address the effects of climate change, including rules to disclose and national, state and provincial laws, rules, regulationsreduce industrial emissions and other practices relateenvironmental impacts to which operators or we may be subject. These laws and regulations are constantly evolving in a manner generally expected to result in stricter standards, more liability, and increased costs. Compliance with these laws and regulations can impose substantial costs and burdens on the rights of indigenous peoples. Someoperators of the properties wheresubject to our interests and perhaps on us as well. In addition, an operator’s failure to comply with these laws and regulations could result in injunctive action, orders to suspend or cease operations, damages, or civil or criminal penalties on the operator. If any of these events were to occur, our revenue or the value of our interests could be adversely affected.

​

Climate change may also pose physical risks to the properties in which we hold streaman interest. This could include adverse effects on operations as a result of increasing occurrences of extreme weather events, flooding, water shortages, changes in rainfall and royalty interests are locatedstorm patterns, changes in areas presentlysea levels, heat stress, wildfires, and other negative weather and climate patterns. For example, Andacollo experienced flooding due to a significant rainfall event in July 2022, which caused operations to shut down for five days and negatively impacted production over the following six months. These events could damage assets, impact production, harm human life, halt mining operations, temporarily close supporting infrastructure or previously inhabited or used by indigenous peoples. Many of these laws impose obligations on governmentsreduce labor productivity, among other effects.

​

Market impacts due to respectclimate change and the rights of indigenous people. Some mandate that governments consulttransition to a low-carbon economy will be varied and complex. Supply and demand for certain commodities, products and services may shift in connection with indigenous people regarding government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. One or more groups of indigenous people may oppose continued operation, further development, or new developmentevolving consumer and investor sentiments. Market perceptions of the properties where we hold streammining sector, and, royalty interests. Such oppositionin particular, the role that certain metals will or will not play in the transition to a low-carbon economy, remain uncertain. Potential financial impacts may be directed through legalinclude increased production

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costs due to changing input prices, re-pricing of land and assets, increased global competition for key materials needed for new technologies, potential cost increases by insurers and lenders, and potential increases in taxation of the mining and metals sector.

​

In addition, governments and investors are increasingly seeking enhanced disclosures on the risks, challenges, governance implications, and financial impacts of climate change faced by companies and demanding that companies take a proactive approach to addressing and reducing perceived environmental risks, including the physical, transition and liability risks associated with climate change, relating to their operations. Adverse publicity or administrative proceedings or protests, roadblocks or other forms of public expression, and claims and protests of indigenous peoples may disrupt or delay activitiesclimate-related litigation that impacts any of the operators of the properties. For example, the Pascua‑Lama and El Morro projects have been challenged by Chilean indigenous groups and other third parties. During the fourth calendar quarter of 2013, Barrick suspended construction activities at the Pascua‑Lama project, except for those activities required for environmental and regulatory compliance, as discussed further in Part I, Item 2, Properties under the heading “Pascua‑Lama Project (Region III, Chile)” in this Annual Report on Form 10‑K. Similarly, construction activities at the El Morro project were suspended during the same period.

Changes in mining taxes and royalties payable to governments could decrease our revenues.

Changes in mining and tax laws in any of the United States, Canada, Chile, the Dominican Republic, Ghana, Mexico or any other countryprincipal properties in which we have stream and royaltyhold interests in mines or projects could affect mine development and expansion, significantly increase regulatory obligations and compliance costs with respect to mine development and mine operations, increase the cost of holding mining tenures or impose additional taxes on mining operations, all of which could adversely affect our revenue from such properties. A number of properties where we hold royalty interests are located on U.S. public lands that are subject to federal mining and other public land laws. In recent years, the United States Congress has considered a number of proposed major revisions to the General Mining Law of 1872, and other laws, which govern the creation, maintenance and possession of mining claims and related activities on public lands in the United States. Congress also has recently considered bills, which if enacted, would impose a royalty payable to the government on hardrock production, increase land holding fees, impose federal reclamation fees and financial assurances, impose additional environmental operating standards and afford greater public involvement and regulatory discretion in the mine

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permitting process. Such legislation, if enacted, or similar legislation in other countries, could adversely affect the development of new mines and the expansion of existing mines, as well as increase the cost of all mining operations, and could materially and adversely affect mine operators and our revenue.

Changes in United States tax legislation or our plans regarding our foreign earnings could adversely impact our business.

We are subject to income taxes in the United States and various foreign jurisdictions. Currently, the majority of our revenue is generated from stream and royalty interests located outside the United States. Present U.S. income taxes and foreign withholding taxes have not been provided for on undistributed earnings for one of our non‑U.S. subsidiaries, because such earnings are intended to be indefinitely reinvested in the operations of that subsidiary.  The U.S. government has proposed various international tax measures, some of which, if enacted into law, would substantially reduce our ability to defer United States taxes on such indefinitely reinvested non‑United States earnings, eliminate certain tax deductions until foreign earnings are repatriated to the United States and/or otherwise cause the total tax cost of U.S. multinational corporations to increase. If these or similar proposals are enacted in current or future years, they could have a negative impact on our financial positionbusiness. As a holder of stream and results of operations.

royalty interests, we generally will not have any influence on litigation such as this and more than likely not have access to non-public information concerning such litigation. In addition, we may not have access to sufficient information on the possibility exists that amounts determinedoperations in respect of which we hold stream and royalty agreements in order to be indefinitely reinvested outsideadequately comply with regulations or meet stockholder expectations on adequate disclosure or to quantify the potential impacts of the United States may ultimately be repatriated. Any repatriation of foreign earnings may require the accrual and payment of U.S. federal and certain state taxes, which could negatively impactclimate change on our results of operations and/or the amount of available funds. While we currently have no intention to repatriate cash from our foreign subsidiaries, should the need arise domestically, there is no guarantee that we could do so without adverse consequences.business.

The mining industry is subject to environmental risks in the U.S. and in the foreign jurisdictions where our interests are located, including risk associated with climate change.​

Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations in the United States and abroad intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power. In addition, concerns with regardChallenges relating to climate change could have an impact on the ability of operators to access the capital markets, and such limitations could have a corresponding negative effect on their business and operations. Although we do not conduct mining operations on the properties in the United Stateswhich we hold stream and abroad have resulted in international, nationalroyalty interests and local treaties, legislation and initiatives that affect mineral exploration and production, including those intendedare not legally required to reduce industrial emissions and increase energy efficiency. Compliance with all such laws and regulations, treaties and initiatives (“Laws”) could increase permitting requirements, result in stricter standards and enforcement, and require significant increases in capital expenditures and operating costs by operators of properties subjectcontribute to our interests. Further, breach of a Law may result in the imposition of fines and penaltiesenvironmental or other adverse impacts on operators and their properties, which may be material. If an operator is forced to incur significant costs to comply with Laws or becomes subject to related restrictions that limit its ability to continue or expand operations, or if an operator were to lose its right to use or access power, water or other raw materials necessary to operate a mine, or if the costs to comply with Laws materially increased the capital or operating costs on the properties, whereour own governmental regulators and stockholders may nonetheless demand that we hold streams and royalties,assist the operators of the properties with addressing these environmental risks. If this were to occur, the value of our revenuesinterests or of our common stock could be reduced, delayed or eliminated. These risks are most salient with regardadversely affected.

​

Further, due to our development stage properties where permitting may not be complete and/or where new legislation and regulation could lead to delays, interruptions and significant unexpected cost burdens for mine operators. For example, Argentina passed a federal glacier protection law in 2010 that could restrict mining activities in areas on or near the nation’s glaciers. We have royalties on the Chilean side of the Pascua‑Lama project, which straddles the border between Chile and Argentina and the glacier law, could impact some aspects of the design, development and operation of the project. Further, to the extentexpansive environmental laws, it is possible that we could become subject to environmental liabilities for any historic periodperiods during which we owned or operated properties or relative to our current ownership interests in the lease and underlying unpatented mining claims acquired from ECM, Inc., or the lease, unpatented mining claims and exploration activities associated with the Peak Gold JV, the satisfaction of anyleases. These liabilities would reduce funds otherwise available to us and could have a material adverse effect on our business, results of operations cash flows andor financial condition.

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We are dependent upon information technology systems, which are subjectFinally, lenders may be unwilling to cyber threats, disruption, damage and failure.

Information systems and other technologies,provide financing to the mining industry, including those related to our financial and operational management, are an integral part of our business activities. Network and information systems‑related events, such as computer hackings, cyber‑attacks, ransomware, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, malicious social engineering or other malicious activities, or any combination of the foregoing, or power outages, natural disasters, terrorist attacks or other similar events, could result in damage to our property, equipment and data. These events also could result in significant expenditures to repair or replace the damaged property or information systems, reacquire access to networks and information systems, or to protect them from similar events in the future. Further, any security breaches, such as misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems, including personnel and other data, could damage our reputation and require us to expend significant capital and other resources to remedy any such security breach. There can be no assurancecompanies like Royal Gold that these events and security breaches will not occur in the future or not have an adverse effect on our business.

We depend on the services of our President and Chief Executive Officer and other key employees.

We believe that our success depends on the continued service of our key executive management personnel. Tony Jensen has served as our President and Chief Executive Officer since July 2006. Mr. Jensen’s extensive commercial experience, mine operations background and industry contacts give us an important competitive advantage. The loss of the services of Mr. Jensen, other key members of management or other key employees could jeopardize our ability to maintain our competitive position in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development ofacquire stream and royalty interests is limitedin mining projects, due to such lenders’ concerns regarding market perceptions of the mining sector and there is competition for such persons. Recruiting and retaining qualified personnel is criticallender commitments to our success and there can be no assurance of such success.net-zero emissions targets. If we are not successfulencounter difficulties in attracting and retaining qualified personnel,accessing the commercial debt market, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. We currently do not have key person life insurance for any of our officers or directors.

Our disclosure controls and internal control over our financial reporting are subject to inherent limitations.

Management has concluded that as of June 30, 2017, our disclosure controls and procedures and our internal control over financial reporting were effective. Such controls and procedures, however, may not be adequate to prevent or identify existing or future internal control weaknesses due to inherent limitations therein, which may be beyond our control, including, but not limited to, our dependence on operators for the calculation of royalty payments and deliveries of metal streams that translate to our revenues as discussed above in “We depend on our operators for the calculation of payments of our stream and royalty interests. We may not be able to detect errors and later payment calculations may call for retroactive adjustments”. Given our dependence on third party calculations, there is a risk that material misstatements in results of operations and financial condition may not be prevented or detected on a timely basis by our internal controls over financial reporting and may require us to restate our financial statements.

We have incurred indebtedness in connection with our business and may in the future incur additional indebtedness that could limit cash flow available for our operations, limit our ability to borrow additional funds and, if we were unable to repay our debt when due, would have a material adverse effect on our business, results of operations, cash flows and financial condition.

As of June 30, 2017, we had $370 million aggregate principal amount of our 2.875% convertible senior notes due 2019 (the “2019 Notes”) outstanding, which we incurred in June 2012. In addition, we may incur additional indebtedness in connection with financing acquisitions, strategic transactions or for other purposes. As of June 30, 2017 there was $250 million outstanding on the revolving credit facility, resulting in $750 million of available revolver capacity. We are also subject to the risks normally associated with debt obligations, including the risk that our cash flows may be insufficient to meet required principal and interest payments and the risk that we will be unable to refinance our indebtedness when it

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becomes due, or that the terms of such refinancing will not be as favorable as the terms of our indebtedness. We may seek additional debt or equity financing in the future.

Our indebtedness could have a material adverse effect on our business, results of operations, cash flows and financial condition. For example, it could:

•increase our vulnerability to general adverse economic and industry conditions;

•require us to dedicate a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the availability of our cash flow to fundfinance new acquisitions of stream and royalty interests working capital, pay dividendscould be materially and other general corporate purposes;adversely affected. In addition, if we have to rely on issuing equity to finance transactions, our stock price could be negatively impacted, and our stockholders’ ownership could be diluted.

•limit our flexibility in planning for, or reacting to, changes in​

Evolving expectations regarding ESG matters may adversely impact our business, including as a result of additional costs, reputational damage and/or litigation.

Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices. As a passive investor in mining operations, our ESG initiatives and disclosures are often based on information from the industryoperators of the properties in which we operate;

•restricthold stream and royalty interests and other third parties, and we generally lack sufficient data or access to properties to verify such information. Evolving expectations regarding ESG initiatives and disclosures may result in increased costs for the operators and us, from exploiting business opportunities;

•place us at a competitive disadvantage comparedenhanced compliance or disclosure obligations, or other impacts to our competitors that have less indebtedness;business. In addition, our ESG initiatives and disclosures may subject us to other adverse impacts, including reputational damage and/or litigation.

•dilute​

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Financing Risks

​

Current and future indebtedness could adversely affect our existing stockholders if we elect to issue common stock instead of paying cash in the event the holders convert the 2019 Notes, or any other convertible securities issued in the future;

•require the consent of our existing lenders to borrow additional funds, as was required in connection with the issuance of the 2019 Notes;financial condition and

•limit impair our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, executionoperate our business.

​

As of our business strategy or other general corporate purposes.

In addition, the agreement governingDecember 31, 2023, we had $250 million outstanding and $750 million available under our revolving credit facility. We may incur additional indebtedness. Our credit facility contains a floating interest rate. Our levels of indebtedness and the agreements that may govern any future indebtedness that we may incur may contain,higher interest rates could impact us as follows:

​

●require us to dedicate a substantial portion of our cash flow from operations to service indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, or dividends
●limit our flexibility in planning for, or reacting to, changes in our business
●restrict us from exploiting business opportunities
●make us more vulnerable to a downturn in our business or the economy
●place us at a competitive disadvantage compared to our competitors with less indebtedness
●require the consent of our existing lenders to incur additional indebtedness
●limit our ability to borrow additional funds for acquisitions, working capital, or debt-service requirements
●increase our cost of capital, including as a result of higher interest rates and the effects of exchange rates
●decrease our future earnings
●increase our exposure to the credit risks of bank group lenders or those institutions with which we maintain deposits

​

Our credit agreement contains financial and other restrictive covenants. For example, the agreement includes financial covenants that willrequire us to maintain a maximum leverage ratio and a minimum interest coverage ratio (as these terms are defined under the agreement). These covenants could limit our ability to engage in activities that may beare in our long‑termlong-term best interests. Among other restrictions, the agreement governing our revolving credit facility contains covenants limiting our ability to make certain investments, consummate certain mergers, incur certain debt or liens and dispose of assets.

If we are unable to maintain cash reserves or generate sufficient cash flow or otherwise obtain funds necessary to make required payments, or if we failOur failure to comply with the variousthese covenants and requirements of the 2019 Notes, our revolving credit facility or any indebtedness which we may incurwould result in the future, an event of default could occur that, if not cured or waived, could result in the acceleration of all of our debt. Any default under the 2019 Notes, our revolvingoutstanding indebtedness. Our credit facility or any indebtedness whichexpires in June 2028. In the future, we may incurbe unable to obtain new financing or refinancing on acceptable terms.

​

Legal Risks

​

Defects in our stream or royalty interests or the futurebankruptcy or insolvency of an operator could have a material adverse effect on the value of our business,investments.

​

Despite our due diligence practices, it is possible that unknown defects or problems will exist relating to the existence, validity, enforceability, terms, or geographic extent of our stream and royalty interests. Similarly, stream interests and, in many jurisdictions, royalty interests, are or can be contractual in nature, rather than interests in land. As a result, these interests may not survive a bankruptcy or insolvency of an operator. We often do not have the protection of security interests that could help us recover all or part of our investment in a stream or royalty interest in the event of an operator’s bankruptcy or insolvency. In addition, the contracts governing our stream and royalty interests may not have sufficient legal protections or a court could impose restrictions on our enforcement rights. If our stream or royalty interests were set aside through judicial or administrative proceedings or if we are unable to enforce our contractual rights, the value of our investments could be adversely affected.

​

Some of the agreements governing our stream and royalty interests contain terms that could adversely affect the revenues generated from those interests.

​

Revenue from some of our stream and royalty interests decreases or stops after threshold production, delivery, or payment milestones are achieved or other events occur. For example, our stream interests at Pueblo Viejo, Andacollo and Khoemacau and certain of our royalty interests at other properties contain provisions for stream rate reductions and/or cash price increases. As a result, past production and revenue relating to these interests may not be indicative of future results. In addition, some of our stream and royalty interests do not cover all of the mineral reserves or mineral resources at certain

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properties, which could mean that overall performance reported by the operators may not correlate to the performance of our interests in the properties.

​

Operators may fail to comply with their contractual arrangements with us or may interpret their obligations in a manner adverse to us, which could decrease our revenue or increase our costs.

​

At times, operators may be unable or unwilling to fulfill their contractual obligations to us. In addition, we often rely on the operators for the calculation of our stream deliveries or royalty payments. There may be errors in the calculations of payments. Payments to us may be delayed by restrictions imposed by the operators’ lenders, financial distress and related events impacting the operators, delays in the sale or delivery of products, or the ability or willingness of smelters and refiners to process mine products. Our rights to payment under our stream and royalty agreements must, in most cases, be enforced by contract. When we enter into new stream or royalty agreements, we attempt to secure contractual rights that allow us to monitor operators’ compliance with their obligations to us, such as audit or access rights. However, these rights may not be sufficient to ensure compliance. In addition, our stream and royalty agreements are often complex and may be subject to interpretation or uncertainties. Operators and other counterparties may interpret our interests in a manner adverse to us. For these or other reasons, we could be forced to expend resources or take legal action to enforce our contractual rights. We may not be successful in enforcing our contractual rights. As a result, our revenue relating to the disputed interests could be adversely affected. We may also need to expend significant monetary and human resources to defend our position, which could adversely affect our results of operations. In addition, we may be required to make retroactive revenue adjustments in future periods relating to past period revenue as a result of information that we learn through audit or access rights or otherwise from operators and other counterparties.

​

Changes to U.S. and foreign tax laws could adversely affect our results of operations.

​

We are subject to taxation in the U.S. and other foreign jurisdictions. Current economic and political conditions make tax laws and their interpretation subject to a significant change in any jurisdiction. We cannot predict the timing or significance of future tax law changes in the U.S. or other countries in which we do business. If material tax law changes are enacted, our future effective tax rate, results of operations, and cash flows could be adversely impacted.

​

Anti-corruption laws and financial condition.regulations could subject us to liability and require us to incur costs.

​

We are subject to the U.S. Foreign Corrupt Practices Act (the "FCPA") and other anticorruption laws that prohibit improper payments or offers of payments to third parties, including foreign governments and their officials, for the purpose of obtaining or retaining business. In some cases, we invest in mining operations in certain jurisdictions where corruption may be more common. Our international investment activities create the risk of unauthorized payments or offers of payments in violation of the FCPA or other anti-corruption laws by one of our employees or agents in violation of our policies. In addition, the operators of the properties in which we hold stream and royalty interests may fail to comply with anti-corruption laws and regulations. Although we do not operate these properties, enforcement authorities could deem us to have some culpability for the operators’ actions. Any violations of the FCPA or other anti-corruption laws could result in significant civil or criminal penalties to us and could have an adverse effect on our reputation.

​

Risks Related to our Common Stock

​

Our stock price may continue to be volatile, and you could decline.lose all or part of your investment.

​

The market price of our common stock has fluctuated in the past and may declinecontinue to do so in the future. The high and low sale prices of our common stock onFor example, during the NASDAQ Global Select Market were $82.84 and $55.55 for the fiscal year ended June 30, 2015, $72.04 and $24.68 for the fiscal year ended June 30, 2016 and $87.74 and $60.21 for the fiscal year ended June 30, 2017. The fluctuation ofDecember 31, 2023, the market price of our common stock has been affected by manyranged from a low of $102.87 to a high of $143.88. Many factors that are beyond our control, including:

•market prices of gold, silver, copper, nickel and other metals;

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•Central bank interest rates;

•expectations regarding inflation;

•ability of operatorsunrelated to service their financial obligations, advance development projects, produce precious metals and develop new reserves;

•currency values;

•credit market conditions;

•general stock market conditions; and

•global and regional political and economic conditions.

Additional issuances of equity securities by us could dilute our existing stockholders, reduce some or all of our per share financial measures, reduce the trading price of our common stock or impede our abilityoperating performance can contribute to raise future capital. Substantial sales of shares may negatively impactvolatility in the market price of our common stock, including the following:

​

●economic, market, political, social or public health conditions
●market prices of gold, silver, copper, and other metals
●developments relating to properties on which we hold stream or royalty interests

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●interest rates and inflation rates and expectations about both
●currency values
●credit market conditions

​

Market fluctuations, regardless of cause, may materially and adversely affect our stock price. As a result, you could lose all or part of your investment.

​

We may issue additional equity securities, which would dilute our existing stockholders and reduce our per-share financial measures and could reduce the market price of our common stock.

​

We may issue additional equity in the future in connection with acquisitions, strategic transactions, or for other purposes. To the extentIf we issue additional equity securities, our existing stockholders couldwould be diluted and some or all of our per shareper-share financial measures couldwould be reduced. In addition, the shares of common stock that we issue in connection with an acquisition may not be subject to resale restrictions. The market price of our common stock could decline if our stockholders sell substantial amounts of our common stock including shares issued upon the conversion of the outstanding 2019 Notes or are perceived by the market as intending to sell these shares other than in an orderly manner.

Conversion of the 2019 Notes may dilute the ownership interest of existing stockholders.

At our election, we may settle the 2019 Notes tendered for conversion entirely or partly in shares of our common stock. An aggregate of approximately 3.5 million shares of our common stock are issuable upon conversion of the outstanding 2019 Notes at the initial conversion rate of 9.4955 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $105.31 per share of common stock). In addition, the number of shares of common stock issuable upon conversion of the 2019 Notes, and therefore the dilution of existing common stockholders, could increase under certain circumstances described in the indenture under which the 2019 Notes are governed. We may issue all of these shares without any action or approval by our stockholders. As a result, the conversion of some or all of the 2019 Notes may dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.​

We may change our practice of paying dividends.dividends, which could reduce the value of your investment.

​

We have paid a cash dividend on our common stock for each fiscal year beginning in fiscalsince calendar year 2000. Our boardBoard of directorsDirectors has discretion in determining whether to declare a dividend based on a number of factors, including prevailing gold and other metal prices, economic or market conditions, future earnings, cash flows,flow, financial condition, and funding requirements for future opportunities or operations. In addition, there may be corporate law limitations or future contractual restrictions oncould limit our ability to pay dividends. If our board of directors declines or is unable to declare dividends in the future. If our Board of Directors reduces or eliminates future or reduces the current dividend level,dividends, our stock price could fall, and the success of anyour investment in our common stock would depend largely uponon any future stock price appreciation. We have increased our dividendsdividend in prior years. There can be no assurance, however, that we will continue to do so or that we will pay any dividends at all.dividends.

Certain​

Provisions of Delaware law and our organizational documents could delay or prevent a third party from acquiring us.

​

The anti-takeover provisions of Delaware law our organizational documents, our rights plan andimpose barriers to the indenture governing the 2019 Notes could impede, delay or prevent an otherwise beneficial takeover or takeover attemptability of us.

Certain provisions of Delaware law, our organizational documents, our rights plans and the indenture governing the 2019 Notes could make it more difficult or more expensive for a third party to acquire control of us, even if a change of control would be

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beneficial to our existing stockholders. By default, Delaware law prohibits, subject to certain exceptions, a Delaware corporation from engaging in any business combination with any “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock, for a period of three years following the date that the stockholder became an interested stockholder. Additionally,In addition, our certificate of incorporation and bylaws contain provisions that could similarly delay, defer or discourage a change in control of us or our management. These provisions could also discourage a proxy contest andmay make it more difficult for stockholdersa third party to elect directors and takeacquire control of us without the approval of our Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding common stock. Among other corporate actions. Suchthings, these provisions provide for the following, among other things: (i) the ability of our board of directors to issue shares of common stock and preferred stock without stockholder approval, (ii) the ability of our board of directors to establish the rights and preferences of authorized and unissued preferred stock, (iii) a board of directors divided into three classes of directors serving staggered three year terms, (iv) permitting only the chairman of the board of directors, chief executive officer, president or board of directors to call a stockholders’ meeting and (v) requiring advance notice of stockholder proposals and related information. Furthermore, we have a stockholder rights plan that may have the effect of discouraging unsolicited takeover proposals. The rights issued under the stockholder rights plan could cause significant dilution to a person or group that attempts to acquire us on terms not approved in advance by our board of directors. This plan expires in September 2017, and an amended or new stockholder rights plan may or may not be implemented in the future. In addition, if an acquisition event constitutes a fundamental change, holders of the 2019 Notes will have the right to require us to purchase their 2019 Notes in cash. If an acquisition event constitutes a make‑whole fundamental change, we may be required to increase the conversion rate for holders who convert their 2019 Notes in connection with such make‑whole fundamental change. following:

​

●allow our Board of Directors to issue shares of common stock and preferred stock without stockholder approval, except as may be required by Nasdaq rules
●allow our Board of Directors to establish the rights and preferences of authorized and unissued preferred stock
●provide for a classified Board, whereby our Board of Directors is divided into three classes of directors serving staggered three-year terms
●prohibit stockholders from calling special meetings of stockholders
●require advance notice of stockholder proposals and related information
●require vacancies and newly created directorships on the Board of Directors to be filled only by affirmative vote of a majority of the directors then serving on the board

​

These provisions could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, which may causecould decrease the market pricevalue of our common stock to decline.your investment.

​

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

To identify and assess material risks from cybersecurity threats, our enterprise risk management program considers cybersecurity threat risks alongside other Company risks as part of our overall risk assessment process. We describe how risks from identified cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our results of operations and financial condition, under the heading “A significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results” in our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

​

The Chief Financial Officer and Treasurer, with assistance from other members of management and contracted information technology and cybersecurity consultants (including consultants with decades of experience in information technology and cybersecurity roles), is responsible for managing our cybersecurity program, policies and strategy. Under its Charter, the Audit and Finance Committee (“AFC”) of our Board of Directors is responsible for oversight of our cybersecurity program. Quarterly and annual reports are provided to our AFC and Board of Directors, respectively, on the cyber risks, threats and projects impacting our cybersecurity program. As part of our continuing effort to evaluate and enhance our cybersecurity program, including risks associated with using third-party service providers, we regularly evaluate the effectiveness of our cybersecurity policies and procedures and provide our employees with cybersecurity training on current and evolving cybersecurity threats.

​

ITEM 2. PROPERTIES

We do not own​

Introduction

​

In 2018, the SEC adopted amendments to the disclosure requirements for mining properties. Effective for fiscal years beginning on or operateafter January 1, 2021, the propertiesdisclosure requirements under the SEC’s Industry Guide 7 (“IG7”) have been replaced with new disclosure requirements under SK1300. The property disclosures in which we havethis Item 2 are presented in accordance with SK1300 subject to certain exemptions contained in the rule.

​

This Item 2 provides summary information about our overall portfolio of stream orand royalty interests, except for our interest in the Peak Gold JV, and therefore much of the information disclosed in this Form 10‑K regarding these properties is provided to us by the operators.  For example, the operators of the various properties provide us information regarding metals production, estimates of mineral reserves and additional mineralized material and production estimates.  A list of our producing and development stage streams and royalties, as well their respective reserves, are summarized below in Table 1 within this Item 2.  Moreas more detailed information is available toabout our material properties. Royal Gold management periodically reviews the public regarding certain properties in which we have stream ormateriality of individual royalty interests, including reports filed with the SEC or with the Canadian securities regulatory agencies available at www.sec.gov or www.sedar.com, respectively.

The Company manages its business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and managementwithin our portfolio. As of royalty interests.  The descriptionDecember 31, 2023, we determined that six of our principal streams and royalties set forth below includes the location, operator, stream or royalty rate, access and any material current developments at the property.  For any reported production amounts discussed below, the Company considers reported production to relate to the amount of metal sales subject to our stream and royalty interests.  Pleaseinterests are material to our business under SK1300: Andacollo, Cortez, Khoemacau, Mount Milligan, Peñasquito and Pueblo Viejo. We sometimes refer to Item 7, MD&A, for discussion on production estimates, historical production and revenue forthese properties as our material, or principal, properties. The map below illustrates the location of our principal producingIn making this determination, management considers primarily estimated future revenue and, development stage properties.

Principal Producing Properties

The Company considers bothto a lesser extent, historical and future potential revenues in determining which stream and royalty interests in our portfolio are principal to our business.revenue. Estimated future potential revenues from both producing and development properties arerevenue is based on a number ofseveral factors, including mineral reserves and resources subject to our stream and royalty interests, production estimates, feasibility studies, technical reports, metal price assumptions,and mine life legal statusassumptions.

​

Under SK1300, disclosures of material mineral reserves and resources must be based on a technical report summary prepared by a qualified person, absent an exemption. With respect to our material properties, our disclosures in this Item 2 are based on information provided to us by the operators of the properties or the operators’ public filings with the SEC or Canadian securities regulators including technical reports filed with Canadian securities administrators pursuant to National Instrument 43-101 (“NI 43-101”), 2014 Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards and 2019 Best Practice Guideline (“CIM Standards”) and a technical report prepared under the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”). As of the date of this disclosure, these operators of our material properties have not filed technical report summaries for the properties with the SEC for the year ended December 31, 2023.

​

We are a stream and royalty company, and as further discussed below, we are relying on the exemption for stream and royalty companies set forth in Section 1302(b)(3)(i) and (ii) of Regulation S-K, which provides that a stream, royalty or similar company is not required to file a technical report summary with the SEC with respect to an underlying property where the producing mining registrant has filed a current technical report summary for the property or either (a) obtaining the information would result in an unreasonable burden or expense, or (b) the company requested the technical report summary from the owner, operator or other person possessing the technical report summary who denied the request. Our summary and individual property disclosures are also provided in accordance with Sections 1303(a)(3) and 1304(a)(2) of

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Regulation S-K, respectively, which provide that a registrant with a stream, royalty or other similar right may omit certain information required by the summary and individual property disclosure requirements if the registrant specifies the information to which it lacks access, explains the reason it lacks the required information and provides all required information that it does possess or which it can acquire without incurring an unreasonable burden or expense.

​

Our agreements governing our material property interests do not require the operators to prepare technical report summaries or permit us the access and information sufficient to prepare our own technical report summaries under SK1300.

​

For each of our material properties for which the operator has not filed a current technical report summary under SK1300, we requested that the operator prepare a technical report summary under SK1300 or permit us the access and information necessary for us to prepare our own technical report summary relating to the property for filing with the SEC. In each case, the operator denied our request. None of the operators is an affiliate of Royal Gold.  As a result, we do not have sufficient rights or access to the information required for us to prepare a technical report summary for such properties.

​

Mineral resources and mineral reserves discussed in Item 2 are as publicly disclosed or provided to us by the operators of the properties, as of the dates indicated in the disclosure. We do not attempt to account for mineral resource or mineral reserve depletion due to mining activities, nor for mineral resource or mineral reserve expansion due to exploration activities, because we do not have access under our agreements with our operators to the technical data required to account for this depletion or expansion. In accordance with Sections 1303(a)(3) and 1304(a)(4) of SK1300, we are providing all required information in our possession or which we can acquire without incurring an unreasonable burden or expense. The property information included herein contains information reported by our operators in their respective jurisdictions pursuant to SK1300, or applicable mining codes based on the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”), such as JORC Code and NI 43-101. The SEC’s disclosure regime under SK1300, while similar to other CRIRSCO-based codes used in other jurisdictions, does not permit the substitution or reciprocal recognition of resources and reserves determined under the mining disclosure regimes of other jurisdictions. We are providing this information because it represents information that we have in our possession that we consider to be material to our investors. While SK1300 definitions are substantially similar to those set forth in the CIM and JORC Code, there are variations. Therefore, the mineral resources, mineral reserves and other factorstechnical information included in this annual report on Form 10-K could vary if it had been determined by a mining operator required to comply with SK1300.

​

Most of our principal properties are operated by companies that report mineral resources and assumptions,reserves pursuant to regulatory standards other than SK1300. For example, Barrick as operator of each of Pueblo Viejo and Cortez, Teck Resources Limited (“Teck”) as operator of Andacollo, and Centerra as operator of Mount Milligan, as reporting companies under Canadian securities laws, are permitted under SK1300 to rely on Canadian property and mineral resource and reserve reporting standards required in their home jurisdiction (NI 43-101 in Canada), rather than those set forth in SK1300, under the SEC’s Multijurisdictional Disclosure System. Further, Canadian securities laws and regulations allow annual information forms covering the previous fiscal year to be filed within 90 days (or 120 days in some instances) after the applicable company’s fiscal year end. Khoemacau is privately owned and is also not subject to SEC reporting. Newmont Corporation (“Newmont”), operator of Peñasquito and a party to a joint venture with Barrick on each of Pueblo Viejo and Nevada operations that include Cortez, has filed technical report summaries prepared under SK1300 for each of Peñasquito, Pueblo Viejo and the Nevada operations. Peñasquito, Pueblo Viejo and Cortez are our only principal properties for which property and technical reports are prepared under SK1300. Newmont’s annual report on Form 10-K is subject to the same deadline as this Form 10-K, and thus any new or updated technical report summaries are not filed in time for us to refer to them in this Form 10-K. As a result of which could changethe foregoing, in most cases, we refer to mineral resource and could causereserve information for our principal properties as of periods earlier than December 31, 2023, in reliance on the exception to SK1300 pertaining to royalty companies regarding information they do not have under 1302(b)(3), 1303(a)(3) and 1304(a)(2) of SK1300 as discussed above. Any references in this report to the technical report summaries or other information publicly disclosed by the operators of the properties shall not be deemed to incorporate such information by reference into this report or any future filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference.

​

Internal controls for determining and reporting the mineral resources and mineral reserves disclosed in Item 2 are the internal controls specific to conclude that onethe individual projects and are maintained by the operators. In general, mineral resources and

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mineral reserves are supported by technical studies relevant to the jurisdictions within which the operators conduct their financial disclosure, and qualified persons specified by the operators (as determined by the laws and disclosure rules in the applicable jurisdictions) have endorsed the quality of the work. Royal Gold’s agreements with its operators do not give Royal Gold access to underlying technical data sufficient to specifically confirm the opinion of the qualified persons for each mineral resource or moremineral reserve or the status of suchthe qualified persons as qualified persons under SK1300.

​

Summary

​

We own a large portfolio of stream and royalty interests on properties at various stages of review and development.

​

The following map shows the approximate geographic distribution of all properties on which we hold stream or royalty interests. In many cases, properties shown on the map are in close proximity and the individual properties are not separately identifiable.

​

Graphic

​

​

20

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no longer principalAggregate annual production for all properties on which we hold interests during the years ended December 31, 2023, and 2022, the six months ended December 31, 2021, and fiscal year ended June 30, 2021 is shown in the table below.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

​

​

​

December 31, 

​

December 31, 

​

December 31, 

​

June 30,

Stream

​

​

Metal

​

2023

    

2022

    

2021

    

2021

​

Mount Milligan

​

Gold (oz)

​

​

165,844

​

​

193,696

​

​

102,746

​

​

154,762

​

​

​

Copper (lb)

​

​

62,985,699

​

​

78,742,419

​

​

38,064,499

​

​

84,961,904

​

Andacollo

​

Gold (oz)

​

​

25,455

​

​

26,150

​

​

15,641

​

​

44,140

​

Pueblo Viejo

​

Gold (oz)

​

​

360,931

​

​

442,592

​

​

253,112

​

​

560,812

​

​

​

Silver (oz)

​

​

1,362,568

​

​

1,622,221

​

​

1,044,062

​

​

2,033,962

​

Khoemacau

​

Silver (oz)

​

​

1,486,976

​

​

896,883

​

​

257,680

​

​

—

​

Other

​

Gold (oz)

​

​

503,390

​

​

470,167

​

​

982,812

​

​

421,589

​

Other

​

Silver (oz)

​

​

450,113

​

​

425,791

​

​

448,958

​

​

355,638

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cortez

​

Gold (oz)

​

​

890,702

​

​

414,117

​

​

226,419

​

​

237,023

​

​

​

Silver (oz)

​

​

105,836

​

​

126,792

​

​

37,780

​

​

36,280

​

Penasquito

​

Gold (oz)

​

​

129,566

​

​

572,631

​

​

308,552

​

​

613,578

​

​

​

Silver (oz)

​

​

16,686,582

​

​

29,731,870

​

​

16,096,518

​

​

30,852,342

​

​

​

Copper (lb)

​

​

973,371

​

​

2,531,388

​

​

857,288

​

​

819,648

​

​

​

Lead (lb)

​

​

106,938,075

​

​

146,789,281

​

​

81,415,297

​

​

185,597,653

​

​

​

Zinc (lb)

​

​

222,457,704

​

​

373,148,732

​

​

212,349,387

​

​

412,746,614

​

Other

​

Gold (oz)

​

​

1,905,190

​

​

1,977,299

​

​

1,690,104

​

​

2,805,320

​

Other

​

Silver (oz)

​

​

2,852,227

​

​

2,843,599

​

​

1,316,894

​

​

3,305,133

​

Other

​

Copper (lb)

​

​

172,192,428

​

​

205,176,006

​

​

91,554,376

​

​

220,937,235

​

Other

​

Nickel (lb)

​

​

27,753,538

​

​

50,797,143

​

​

35,735,347

​

​

92,529,886

​

Location of the Properties

Approximately 80% of our revenue comes from properties outside of the United States, and most of our operators are organized outside of the United States. Our material properties are located in Botswana, Canada, Chile, the Dominican Republic, Mexico and the United States.

​

Type and Amount of Ownership Interests

A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to our business.  Currently,purchase all or a portion of one or more metals produced from a mine, at a price determined for the Company considerslife of the properties discussed below (listed alphabeticallytransaction by the purchase agreement. See “Certain Definitions” in Item 1. Business for more information.

​

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. See “Certain Definitions” in Item 1. Business for more information.

​

As of December 31, 2023, we owned 9 stream interests and 169 royalty interests.

​

Identity of Operator or Operators

We work with 134 different operators at our stream and royalty interest)properties; 64 are headquartered in Canada, 23 are headquartered in the United States, and 47 are headquartered outside of Canada and the United States. In general, our operators are domiciled in the countries in which they operate. For further information about the operators of our material properties, refer to the section entitled “Material Properties” below.

​

Titles, Mineral Rights, Leases, or Options and Acreage Involved

The titles, mineral rights, leases, and options involved with our stream and royalty interests vary depending on the country and include exploitation concessions, unpatented and patented mining claims, fee lands, mining leases and prospecting

24

Table of Contents

and mining licenses. For information about the specific titles, mineral rights, leases, options and acreages involved at our material properties, refer to the section entitled “Material Properties” below.

​

We have an undeterminable number of acres relating to our stream and royalty interests because our interests do not always cover 100% of each property, in some cases our interests extend to an area of interest beyond the original property boundaries, and because the operators will, from time to time, add or subtract acreage from individual properties, which can, in some cases, modify the land position covered by a stream or royalty.

​

Stage of the Properties (Exploration, Development, or Production)

SK1300 subdivides mineral properties into 3 stages.

1.Production stage properties
2.Development stage properties
3.Exploration stage properties. Royal Gold further subdivides exploration stage properties into two categories:
a.Evaluation stage properties, for which mineral resources have been declared, supported by an appropriate technical report, and
b.Exploration stage properties, for which no mineral resources have been declared.

​

As of December 31, 2023, we owned stream interests on 8 production stage properties and 1 development stage property.

​

As of December 31, 2023, we owned royalty interests on 29 production stage properties, 21 development stage properties, and 119 exploration stage properties, of which we consider 52 to be principalevaluation stage properties.

​

Key Permit Conditions

Operators of the mines that are subject to our business.stream and royalty interests must comply with environmental, mine safety, land use, water use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, the Dominican Republic, Mexico, Botswana, and other countries where we hold interests. Although we, as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

​

We have no decision-making authority regarding the development or operation of the mineral properties underlying our stream and royalty interests. Operators make all or substantially all development and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, tailings storage facility (“TSF”) design and operation, plant and equipment matters, and temporary or permanent suspension of operations, as well as estimates of resources and reserves.

​

Mine Types and Mineralization Styles

Our operating stream and royalty interests cover all types of mineralization styles in a number of primary commodities. Table 1 shows mine types and mineralization styles at our principal properties.

​

Table 1 Mine Type and Mineralization Style for Principal Properties

Property

Mine Type

Mineralization styles

Andacollo

Open Pit

Porphyry Cu-Au

Cortez

Open Pit & Underground

Carlin-Type Sediment-Hosted Au

Khoemacau

Underground

Sediment-Hosted Cu-Ag

Mount Milligan

Open Pit

Porphyry Cu-Au

Peñasquito

Open Pit

Breccia-Hosted Pb-Zn-Au-Ag

Pueblo Viejo

Open Pit

High-Sulfidation Epithermal Au-Ag

​

25

Table of Contents

Chemical symbols are used to refer to metals of economic importance: gold (“Au”), silver (“Ag”), copper (“Cu”), lead (“Pb”), and zinc (“Zn”).

​

Additional specific information on the principal properties is available in the section entitled “Material Properties” below.

​

Processing Plants and Other Available Facilities

Facilities and infrastructure for our properties vary widely based on the stage of each property.

​

Our principal properties are all production stage properties. As such, each of our principal properties has infrastructure and facilities appropriate to conduct mining and processing operations. A summary of key processing infrastructure is shown in Table 2.

​

Table 2 Key Process Infrastructure for Principal Properties

,

Property

Processing

Andacollo

20.1 million tonne per annum (“Mtpa”) sulfide flotation mill producing a copper-gold concentrate

Cortez

Heap leach facilities for low grade oxide ore, 4.9 Mtpa carbon-in-leach (CIL) mill for medium and high grade oxide ore, and offsite processing of refractory ores by roaster and autoclave. Producing gold and silver doré

Khoemacau

3.65 Mtpa sulfide flotation mill producing a copper-silver concentrate

Mount Milligan

21.9 Mtpa sulfide flotation mill producing a single concentrate containing copper, gold and silver

Peñasquito

39 Mtpa sulfide flotation plant producing separate lead and zinc concentrates and gold and silver doré from a pyrite leach circuit and from oxide ore dump leaching. The flotation plant has operated in the range of 35 to 36 Mtpa in recent years.

Pueblo Viejo

14 Mtpa whole ore and flotation pressure oxidation and cyanide leaching plant producing separate gold and silver doré products

​

Measurement units presented in this document are generally metric units, with the exception that gold and silver quantities are reported in troy ounces and the content for copper, lead, and zinc are presented in pounds. There may be small rounding differences due to unit conversions. Additional specific information on the principal properties is available under Material Properties, below.

​

Mineral Resources and Reserves

​

Royal Gold controls metal streams and royalties for properties with a broad geographic distribution. Estimates of mineral resources and mineral reserves for these properties are tabulated based on the most recent disclosure presented by each of the individual operators of these properties, at dates and metal prices and grade and recovery assumptions specific to each mineral resource and mineral reserve estimate. It is not possible for Royal Gold to update or modify the individual mineral resource and mineral reserve statements because we do not have access to sufficient technical data required to do so. Table 3 is a summary of mineral resources exclusive of mineral reserves and aggregated by metal and by geographic area. Table 4 is a summary of mineral reserves aggregated by metal and by geographic area. Our material properties (Andacollo, Cortez, Khoemacau, Mount Milligan, Peñasquito and Pueblo Viejo) and properties with mineral resources and mineral reserves that represent over 10% of the aggregate mineral resources or reserves that generate our stream or royalty interests (Red Chris) are listed individually.

​

Mineral resources and mineral reserves are presented for the properties or portions of the properties that generate our stream and royalty interests without regard to the specific percentage of Royal Gold’s stream and royalty interest. In cases where our stream or royalty interest covers only a portion of a property, only the covered portion of the mineral resource or mineral reserve is included in the summary.

​

​

26

Table of Contents

Table 3: Summary Mineral Resources (1),(2),(3),(4)

​

​

​

Stream or
Royalty
Interest

Measured Mineral
Resources

Indicated Mineral
Resources

Measured &
Indicated Mineral
Resources

Inferred Mineral
Resources

​

​

Tonnes
(Millions)

Grade
(gpt or
%)

Tonnes
(Millions)

Grade
(gpt or
%)

Tonnes
(Millions)

Grade
(gpt or
%)

Tonnes
(Millions)

Grade
(gpt or
%)

GOLD RESOURCES

North America

Peñasquito

2.0% NSR

47.4

0.26

263.5

0.26

310.9

0.26

84.7

0.41

Red Chris (5)

1.0% NSR

-

-

438.7

0.31

438.7

0.31

187.6

0.32

​

Mount Milligan

35% of payable gold

118.3

0.25

141.6

0.30

259.9

0.28

7.8

0.34

Cortez

(6)

-

-

99.0

1.68

99.0

1.68

165.9

1.72

Remainder of North America

​

(7)

432.7

0.49

3,745.0

0.32

4,177.7

0.34

1,850.3

0.41

North America Total

(7)

598.4

0.43

4,687.8

0.34

5,286.1

0.35

2,296.3

0.50

Central America

​

Pueblo Viejo

7.5% of payable gold

11.0

1.70

50.0

1.80

61.0

1.78

4.8

1.60

Remainder of Central America

​

(7)

-

-

12.4

2.88

12.4

2.88

11.1

3.89

Central America Total

(7)

11.0

1.70

62.4

2.02

73.4

1.97

15.9

3.20

South America

​

Andacollo

100% of payable gold

47.2

0.11

397.6

0.09

444.8

0.09

82.8

0.08

Remainder of South America

​

(7)

37.3

1.65

384.8

1.35

422.1

1.37

178.2

0.98

South America Total

(7)

84.5

0.79

782.4

0.71

866.9

0.72

261.0

0.69

Africa

Africa Total

(7)

12.8

2.60

38.0

2.46

50.8

2.49

98.5

3.02

Australia

Australia Total

(7)

15.9

3.85

143.0

2.42

158.9

2.56

308.4

1.00

Europe

Europe Total

-

-

-

-

-

-

-

-

TOTAL GOLD RESOURCES

​

(7)

722.6

0.60

5,713.6

0.48

6,436.2

0.49

2,980.1

0.66

SILVER RESOURCES

North America

Peñasquito

2.0% NSR

47.4

24.0

263.5

24.0

310.9

24.0

84.7

27.3

Remainder of North America

​

(7)

309.7

3.2

2,667.5

5.6

2,977.2

5.3

1,250.6

10.9

North America Total

(7)

357.1

6.0

2,931.0

7.2

3,288.1

7.1

1,335.3

12.0

Central America

​

Pueblo Viejo

75% of payable silver

11.0

8.5

50.0

8.7

61.0

8.7

4.8

8.1

Remainder of Central America

​

(7)

-

-

12.0

2.7

12.0

2.7

8.6

4.9

Central America Total

(7)

11.0

8.5

62.0

7.5

73.0

7.7

13.4

6.1

South America

South America Total

(7)

0.4

23.0

5.3

5.2

5.7

6.4

6.3

2.5

Africa

​

Khoemacau

100% of payable silver

5.3

17.7

17.4

21.4

22.7

20.6

61.6

22.2

Remainder of Africa

-

-

-

-

-

-

-

-

Africa Total

(7)

5.3

17.7

17.4

21.4

22.7

20.6

61.6

22.2

Australia

Australia Total

(7)

0.5

4.4

3.9

37.2

4.4

33.7

7.4

2.7

Europe

Europe Total

-

-

-

-

-

-

-

-

27

Table of Contents

TOTAL SILVER RESOURCES

​

(7)

374.2

6.2

3,019.6

7.4

3,393.8

7.2

1,424.1

12.3

COPPER RESOURCES

North America

​

Mount Milligan

18.75% payable copper

118.3

0.17%

141.6

0.13%

259.9

0.15%

7.8

0.14%

Red Chris (5)

1.0% NSR

-

0.00%

438.7

0.33%

438.7

0.33%

187.6

0.30%

Remainder of North America

​

(7)

297.7

0.32%

2,820.2

0.25%

3,117.9

0.26%

1,388.8

0.22%

North America Total

(7)

416.0

0.28%

3,400.4

0.26%

3,816.4

0.26%

1,584.2

0.23%

Central America

Central America Total

-

-

-

-

-

-

-

-

South America

South America Total

(7)

38.2

0.13%

501.9

0.28%

540.1

0.27%

1,655.7

0.43%

Africa

Africa Total

-

-

-

-

-

-

-

-

Australia

Australia Total

(7)

0.5

1.22%

28.9

0.39%

29.4

0.40%

222.4

0.30%

Europe

Europe Total

(7)

19.2

0.28%

23.0

0.26%

42.2

0.27%

7.1

1.23%

TOTAL COPPER RESOURCES

​

(7)

473.8

0.27%

3,954.3

0.26%

4,428.1

0.26%

3,469.4

0.33%

​

​

(1)​

The dates of the mineral resources range between December 31, 2014, and December 31, 2023. The information included in this table that relates to our material properties is dated December 31, 2022, except for Mount Milligan, Cortez and Pueblo Viejo, which are dated December 31, 2023.

(2)​

The metal prices for the gold resources range between $1,100 per ounce and $2,000 per ounce; the metal prices for the silver resources range between $17.00 per ounce and $25.00 per ounce; and the metal prices for the copper resources range between $2.50 per pound and $4.00 per pound.

(3)​

The metal prices, recoveries, and cut-off grades used for reporting of mineral resources are specific to each individual property and have been reviewed by qualified persons selected by the individual operators. Royal Gold has not made any determination that such persons are or are not “qualified persons” under SK1300.

(4)​

In certain cases, due to reporting constraints, we have omitted mineral resource information for properties other than our material properties.

(5)​

While the aggregate resources at Red Chris represent more than 10% of the aggregate mineral resources to which our royalty or stream interests apply, Royal Gold’s royalty interest in Red Chris is only a 1% NSR. Accordingly, we do not consider Red Chris to be a material property.

(6)​

Royal Gold owns multiple royalty interests at the Cortez Complex, some of which overlap. For purposes of simplified disclosure, Royal Gold has divided its royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone (the “CC Zone”). The “Legacy Zone” royalty consists of an approximate equivalent 9.4% GSR royalty rate over the Pipeline and Crossroads deposits. The CC Zone includes an approximate equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile and Goldrush deposits, an approximate equivalent 2.2% GSR royalty rate over the Goldrush SE deposit, and a 0.45% GSR royalty rate over the Robertson deposit.

(7)​

Royal Gold owns royalty and stream interests in varying percentages on these properties. The resources listed are 100% of the resources to which the stream or royalty interest applies.

​

​

28

Table of Contents

Table 4: Summary Mineral Reserves (1),(2),(3),(4)

​

​

​

​

​

Stream or
Royalty
Interest

Proven Mineral
Reserves

Probable Mineral
Reserves

Total Mineral
Reserves

​

​

Tonnes
(Millions)

Grade
(gpt or
%)

Tonnes
(Millions)

Grade
(gpt or
%)

Tonnes
(Millions)

Grade
(gpt or
%)

GOLD RESERVES

North America

Peñasquito

2.0% NSR

104.4

0.58

212.0

0.51

316.4

0.53

Red Chris (5)

1.0% NSR

-

-

459.9

0.53

459.9

0.53

Mount Milligan

35% of payable gold

215.6

0.34

34.4

0.39

250.0

0.35

Cortez

(6)

1.8

1.74

211.0

2.16

212.8

2.15

Remainder of North America

​

(7)

212.5

1.30

346.7

1.19

559.3

1.23

North America Total

(7)

534.4

0.78

1,264.0

0.97

1,798.4

0.91

Central America

Pueblo Viejo

7.5% of payable gold

39.0

2.28

140.0

2.10

170.0

2.14

Remainder of Central America

(7)

-

-

11.0

3.55

11.0

3.55

Central America Total

(7)

39.0

2.28

151.0

2.13

181.0

2.15

South America

Andacollo

100% of payable gold

106.1

0.10

161.1

0.10

267.2

0.10

Remainder of South America

(7)

14.1

1.50

51.7

1.24

65.9

1.30

South America Total

(7)

120.2

0.26

212.8

0.38

333.1

0.34

Africa

Africa Total

(7)

8.7

2.08

9.3

3.27

18.0

2.70

Australia

Australia Total

(7)

25.5

2.11

120.9

2.08

146.4

2.08

Europe

Europe Total

-

-

-

-

-

-

TOTAL GOLD RESERVES

​

(7)

727.8

0.83

1,758.1

1.09

2,485.9

1.01

SILVER RESERVES

North America

Peñasquito

2.0% NSR

104.4

38.0

212.0

32.0

316.4

34.0

Remainder of North America

​

(7)

35.1

6.9

76.2

8.9

111.3

8.3

North America Total

(7)

139.5

30.2

288.2

25.9

427.7

27.3

Central America

Pueblo Viejo

75% of payable silver

39.0

13.15

140.0

13.26

170.0

13.24

Remainder of Central America

​

(7)

-

-

11.0

5.3

11.0

5.3

Central America Total

(7)

39.0

13.15

151.0

13.27

190.0

13.25

South America

South America Total

(7)

2.1

2.1

120.9

2.1

146.4

2.1

Africa

Khoemacau

100% of payable silver

8.4

21.6

21.3

19.2

29.7

19.9

Remainder of Africa

-

-

-

-

-

-

Africa Total

(7)

8.4

21.6

21.3

19.2

29.7

19.9

Australia

Australia Total

-

-

10.3

1.8

10.3

1.8

Europe

Europe Total

-

-

-

-

-

-

TOTAL SILVER RESERVES

​

(7)

189.0

26.4

470.8

20.7

659.8

22.4

COPPER RESERVES

North America

Mount Milligan

18.75% payable copper

215.6

0.17%

34.4

0.18%

250.0

0.17%

Red Chris (5)

1.0% NSR

-

-

459.9

0.44%

459.9

0.44%

Remainder of North America

​

13.0

0.81%

21.9

0.99%

34.9

0.92%

29

Table of Contents

(7)

North America Total

(7)

228.6

0.21%

516.2

0.44%

744.8

0.37%

Central America

Central America Total

(7)

-

-

-

-

-

-

South America

South America Total

(7)

118.1

0.60%

88.6

0.42%

206.7

0.52%

Africa

Africa Total

-

-

-

-

-

-

Australia

Australia Total

-

-

10.3

0.27%

10.3

0.27%

Europe

Europe Total

-

-

-

-

-

-

TOTAL COPPER RESERVES

(7)

346.7

0.34%

615.1

0.44%

961.8

0.40%

​

​

(1)​

The dates of the mineral reserves range between December 31, 2016, and December 31, 2023. The information included in this table that relates to our material properties is dated December 31, 2022, except for Mount Milligan, Cortez and Pueblo Viejo, which are dated December 31, 2023.

(2)​

The metal prices for the gold reserves range between $1,100 per ounce and $1,850 per ounce; the metal prices for the silver reserves range between $17.00 per ounce and $23.00 per ounce; and the metal prices for the copper reserves range between $2.50 per pound and $3.61 per pound.

(3)​

The metal prices and modifying factors used for reporting of mineral reserves are specific to each individual property and have been reviewed by qualified persons selected by the individual operators. Royal Gold has not made any determination that such persons are or are not “qualified persons” under SK1300.

(4)​

In certain cases, due to reporting constraints, we have omitted mineral reserve information for properties other than our material properties.

(5)​

While the aggregate mineral reserves at Red Chris represent more than 10% of the aggregate mineral reserves to which our royalty or stream interest applies, Royal Gold’s royalty interest in Red Chris is only 1% NSR. Accordingly, we do not consider Red Chris to be a material property.

(6)​

Royal Gold owns multiple royalty interests at the Cortez Complex, some of which overlap. For purposes of simplified disclosure, Royal Gold has divided its royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone (the “CC Zone”). The “Legacy Zone” royalty consists of an approximate equivalent 9.4% GSR royalty rate over the Pipeline and Crossroads deposits. The CC Zone includes an approximate equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile and Goldrush deposits, an approximate equivalent 2.2% GSR royalty rate over the Goldrush SE deposit, and a 0.45% GSR royalty rate over the Robertson deposit.

(7)​

Royal Gold owns stream and royalty interests in varying percentages on these properties. The reserves listed are 100% of the reserves to which the royalty or stream interest applies.

The operators of the properties in which we hold stream and royalty interests generally prepare production and mineral reserve estimates for the properties. We do not independently prepare or verify this information, and we do not have access to sufficient data to do so. There are numerous uncertainties inherent in these estimates, many of which are outside the operators’ control. As a result, production and mineral reserve estimates are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data, geologic and mining conditions, metallurgical recovery, metal prices, operating costs, capital expenditures, development and reclamation costs, mining technology improvements, and the effects of government regulation. If any of the assumptions that operators make in connection with production or mineral reserve estimates are incorrect, actual production could be significantly lower than the production or mineral reserve estimates, which could adversely affect our future revenue and the value of our investments. In addition, if operators’ estimates with respect to the timing of production are incorrect, we may experience variances in expected revenue from period to period.

Some operators also report publicly, or to us estimates of mineral resources. Mineral resources are subject to future exploration and development and associated risks and may never convert to future reserves. In addition, estimates of mineral resources are subject to similar uncertainties and assumptions as discussed above with respect to mineral reserves.

30

Table of Contents

Material Properties

​

The disclosures below regarding our principal properties are derived from publicly available reports of the operators and/or other reports provided to us under the terms of our stream or royalty agreements with the respective operators and have generally been prepared pursuant to the mining disclosure regime of the applicable jurisdiction in which the operator reports. We do not independently prepare or verify this information and, as the holder of the stream or royalty interest, we do not have access to the properties or operations or to sufficient data to do so. We are dependent on the operators of the properties to provide information to us. There can be no assurance, and we cannot verify, that such third-party information is complete or accurate. We often refer to these material properties as “principal properties” in this Report.

​

Andacollo

​

The disclosures below regarding Carmen de Andacollo (“Andacollo”) are derived from the Technical Report dated July 12, 2006, pursuant to NI 43-101, as well as Teck’s Annual Information Form, dated February 21, 2023, attached as Exhibit 99.1 to Teck’s Annual Report on Form 40-F for the year ended December 31, 2022. Teck presents mineral resource and mineral reserve updates pursuant to CIM Standards. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, and the operator denied the request.

​

Graphic

Location

Andacollo is an open pit mine and milling operation located in central Chile, Coquimbo Region at 30.25°S latitude and 71.10°W longitude and is operated by Compañía Minera Teck Carmen de Andacollo (“CMCA”), a 90% owned subsidiary of Teck. The Andacollo mine is located in the foothills of the Andes Mountains approximately 2 kilometers (“km”) southwest of the town of Carmen de Andacollo, 55 km southeast from the regional capital of La Serena, and Santiago is approximately 350 km south by air.

​

The mine property lies at the southern limit of the Atacama Desert at a mean elevation of 1,050 meters (“m”) above sea level. Geomorphologically, it is characterized by northerly trending valleys bounded by low rolling foothills of the Andes. The average annual temperature is 18.8°C with a range from -5°C in the winter to 32°C in the summer. Average annual rain fall is low (less than 100 millimeters (“mm”)) and concentrated within the months of May to August.

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Table of Contents

Infrastructure

Infrastructure to support the mining and processing operation is in place and fully supports the operation.

​

Access to the mine is provided by Route 43 (“R-43”) south from La Serena to El Peñon. From El Peñon, D-51 is followed east and eventually curves to the south to Andacollo. Both R-43 and D-51 are paved roads.

​

The mine is along a 2 km section of paved road from the town of Carmen de Andacollo. Airport facilities are available in La Serena with connections to Santiago and other cities located in the northern portion of the country. Port facilities are available at Coquimbo.

​

Andacollo is supplied with electric power by a 110 kilovolt (“kV”) line from El Peñon. In August 2020, Teck entered into a long-term power purchase agreement to provide 100% renewable power for Andacollo’s operations, which went into effect in September 2020 and will run through the end of 2031.

​

Process water is currently pumped to the site via a 30-centimeter (“cm”) diameter pipeline, primarily sourced from groundwater extracted near La Serena, approximately 50 km from the site.

​

Several mines operate within the same geographical area and, as such, supplies, material and experienced mine labor are readily available. The majority of mine personnel live in the town of Carmen de Andacollo or in the nearby cities of Coquimbo and La Serena. These cities have a combined population of about 350,000 inhabitants.

​

Area of Interest

Our stream interest at Andacollo covers 1,225 exploitation mining concessions, including 1,174 concessions termed the “Mining Properties” and 51 concessions termed the “Dayton Concessions.” Our interest also covers any additional claims held before the effective date of the stream agreement, as described below, or acquired after the effective date which are wholly or partially located within an approximately 1.5 km radius from the external boundary of the “Mining Properties,” any mining concessions held by CMCA or acquired following the effective date of the agreement which are wholly or partially located within approximately 1 km radius from certain boundaries laid out in the agreement, and any Dayton Concession held by CMCA as of the effective date of the agreement, or acquired after the effective date.

​

Stream InterestsAgreement

Andacollo (Region IV, Chile)

Under the Long Term Offtake Agreement dated July 9, 2015, between CMCA and our wholly owned subsidiary, RGLD Gold ownsAG (“RGLD Gold”), we own the right to purchase 100% of the gold produced from the Andacollo copper‑goldcopper-gold mine until 900,000 ounces of payable gold have been delivered, and 50% thereafter. The cash purchase price equals 15% of the monthly average gold price for the month preceding the delivery date for all gold purchased. As of June 30, 2017,December 31, 2023, approximately 90,000349,100 ounces of payable gold have been delivered to RGLD Gold. us.

​

Although Andacollo is primarily a copper mine, our stream agreement covers only gold and not copper production. We provide certain information on copper resources and reserves and production methods in order to provide a better understanding of the operation.

​

Property Description

The Andacollo operation consists of an open‑open pit mine, sulfide concentrator and milling operation located in central Chile, Region IV in the Coquimbo Province and is operated by Compañía Minera Teck Carmen de Andacollo (“CMCA”), a 90% owned subsidiary of Teck Resources Limited (“Teck”). an inactive copper heap leach facility.

​

The Andacolloopen pit mine is located indesigned with a 10-meter bench height and an average overall pit slope of 53 degrees. A conventional owner operated and maintained truck and shovel mining operation is used for exploiting the foothillshypogene reserve. See “Property Geology” below. Mining is carried out with 26 cubic meter (“m3”) hydraulic shovels and 19 m3 front-end loaders loading 180-tonne capacity haul trucks.

​

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Table of Contents

The life of mine waste to ore ratio was 0.35:1 at the start of the Andes Mountains approximately 1.5 miles southwestmine life and has reduced over time. With the majority of the townmining activity, ore is delivered to stockpiles or the primary crusher and approximately 95% of Andacollo.the waste rock is used for the tailings dam construction.

​

Copper concentrate is produced by processing hypogene ore through semi-autogenous grinding and a flotation plant with the capacity to process up to 55,000 tonnes per day (“tpd”), depending on ore hardness.

​

Copper concentrates produced by the operation are sold under long-term contracts to smelters in Asia and Europe, using the LME Price as the basis for copper pricing, and with treatment and refining charges negotiated on an annual basis.

​

Tailings from the ore processing operation are stored in a single facility that has been used since the sulfide concentrator processing was initiated in 2010. The regional capitalfacility consists of La Serenafive retention structures and high natural topography. The full facility is designed with six downstream embankment raises, which has a design capacity sufficient for the coastal citycurrent ore reserve.

​

Age and Condition of Coquimbo are approximately 34 miles northwestInfrastructure

The sulfide concentrator was commissioned in 2010.

​

Royal Gold does not have specific information as to the physical condition or age of the equipment and infrastructure.

​

Book Value

Royal Gold is not permitted to disclose the operator’s book value or total cost detail for the property and associated plant and equipment.

​

Property History

CMCA began mining the oxide and supergene enrichment zone of the Andacollo copper deposit in January 1996. Supergene and oxide ores were processed by heap leaching and production of copper cathode in an SX-EW plant. Beginning in 2010, the mine began processing hypogene ore (which underlies the supergene ore) through a mill and concentration plant at site producing concentrates for third-party offtake.

​

Permitting and Encumbrances

In December 1994, CMCA prepared an environmental impact study for the Andacollo mine with the terms of reference of the study established by road,CMCA and Santiago is approximately 215 miles south by air. Accessthe Comité Regional de Medio Ambiente (“COREMA”). The results of this study were presented before COREMA for approval. On July 13, 1995, COREMA granted CMCA an environmental permit to operate the existing Andacollo mine.

​

According to the operator, all major permits for current operations are in place and the operation is in material compliance with those permits. However, the operator discloses that the current life of mine for Andacollo is providedexpected to continue until 2036 and that additional permitting or amendments will be required to execute the life of mine plan.

​

Property Geology

The Andacollo orebody is a porphyry copper deposit consisting of disseminated and fracture-controlled copper mineralization contained within a gently dipping sequence of andesitic to trachytic volcanic rocks and sub-volcanic intrusions. The mineralization is spatially related to a feldspar porphyry intrusion and a series of deeply-rooted fault structures. A primary copper-gold sulfide deposit (the “hypogene deposit”) containing principally disseminated and quartz vein-hosted chalcopyrite mineralization lies beneath the supergene deposit. The hypogene deposit was subjected to surface weathering processes resulting in the formation of a barren leached zone with a thickness of 10 to 60 m. The original copper sulfides leached from this zone were re-deposited below the barren leached zone as a copper-rich zone comprised of copper silicates (chrysocolla) and supergene copper sulfides (chalcocite with lesser covellite).

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Table of Contents

Mineral Resources and Mineral Reserves

Table 1 Andacollo – Summary of Gold Mineral Resources at December 31, 2022,
Based on $1,500 Au, $3.15 Cu (1),(2),(3),(4)

​

​

​

​

​

Amount

Tonnes (M)

Au Grades

gpt

Cu Grades

%

Cut-Off Grade 

Metallurgical Recovery

Measured Mineral Resources

47.2

0.11

0.27

0.15 to 0.21% Cu

(5)

Indicated Mineral Resources

397.6

0.09

0.25

0.15 to 0.21% Cu

(5)

Measured + Indicated Mineral Resources

444.8

0.09

0.25

​

0.15 to 0.21% Cu

​

(5)

Inferred Mineral Resources

82.8

0.08

0.24

0.15 to 0.21% Cu

(5)

​

(1)​

Our metal stream on Andacollo pertains only to gold produced. Information on copper resources is included because the primary production from Andacollo is copper; the presentation of copper mineral resources is necessary to understanding the economics of the project.

(2)​

Reported mineral resource is as of December 31, 2022, the most recent available public disclosure. Teck reports mineral resources pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(3)​

Mineral resources are presented exclusive of mineral reserves.

(4)​

Our stream interest at Andacollo is 100% of payable gold until 900,000 ounces are delivered, and 50% thereafter. The resources listed are 100% of the mineral resources to which our stream interest applies.

(5)​

Copper recovery assumptions range from 82% to 91.5%, averaging 88.7%. Gold recovery assumptions average 68.1%.

​

Table 2 Andacollo – Summary of Gold Mineral Reserves at December 31, 2022,
Based on $1,500 Au, $3.15 Cu (1),(2),(3)

​

Amount

Tonnes (M)

Au Grades

gpt

Cu Grades

%

Cut-Off Grade

Metallurgical Recovery

Proven Mineral Reserves

106.1

0.10

0.32

0.15 to 0.21% Cu

(4)

Probable Mineral Reserves

161.1

0.10

0.31

0.15 to 0.21% Cu

(4)

Total Mineral Reserves

267.2

0.10

0.31

0.15 to 0.21% Cu

(4)

​

​

(1)​

Our metal stream on Andacollo pertains only to payable gold produced. Information on copper mineral reserves is included because the primary production from Andacollo is copper; the presentation of mineral reserves is necessary in understanding the economics of the project.

(2)​

Reported mineral reserve is as of December 31, 2022, the most recent available public disclosure. Teck reports reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(3)​

Our stream interest at Andacollo is 100% of payable gold until 900,000 ounces are delivered, and 50% thereafter. The gold mineral  reserves listed are 100% of the reserves to which our stream interest applies.

(4)​

Copper recovery assumptions range from 82% to 91.5%, averaging 88.7%. Gold recovery assumptions average 68.1%.

​

Change in Mineral Resources and Mineral Reserves from Prior Year

The previous mineral resources and mineral reserves reported by Route 43 (R‑43) southTeck were as of December 31, 2021. Gold mineral reserves decreased from La Serena0.91 million ounces to El Peñon. From El Peñon, D‑51 is followed east0.86 million ounces (5.1%) year over year. Gold mineral resources increased from 1.17 million ounces to 1.32 million ounces (12.5%) year over year. Teck reported that the reduction in mineral reserves was a result of depletion from normal mining activities. Teck reported that the increase in mineral resources was a result of improved economic assumptions related to operational costs and eventually curves to the south to Andacollo. Both R‑43 and D‑51 are paved roads.higher assumed copper prices.

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Table of Contents

Recent Developments

Stream deliveries from Andacollo were approximately 47,90022,400 ounces of gold during the fiscal year ended June 30, 2017,December 31, 2023, compared to approximately 41,70027,700 ounces forof gold during the fiscal year ended June 30, 2016.  Teck has indicated that they expect

21

Table of Contents

December 31, 2022. The decrease in deliveries resulted primarily from Andacollo experiencing lower gold grades, to continue to gradually decline in calendar 2017lower gold recoveries and future years, which will be largely offset by planned throughput improvementslower tonnage milled, as well as differences in the mill.timing of shipments and settlements during the periods.

On January 16, 2024, Teck reported that Andacollo continues to face extreme drought conditions, causing water restrictions which impact production, and Teck expects 2024 production in calendar 2017 to be similar to 2023. According to Teck, steps are being taken to mitigate these risks, with a solution likely to be in place in 2025. As a result, and with the benefit of higher grade ore, production is expected to increase between 2025 and 2027, compared to 2024. Gold and copper grades are relatively well correlated at Andacollo and gold production tends to track copper production.

Production at Andacollo has trended lower since the beginning of 2021 due to lower ore grades, as anticipated in the mine plan. Teck has reported that the current life of mine for Andacollo is expected to continue until 2036 although additional permits or amendments will be required to execute the life of mine plan.

​

Khoemacau

​

The disclosures below regarding Khoemacau are derived from the Preliminary Economic Assessment - NI 43-101 Technical Report dated May 14, 2012, prepared pursuant to NI 43-101, and non-public technical reports, mineral resource and mineral reserve updates provided by Khoemacau Copper Mining (Pty.) Limited (“KCM”) prepared pursuant to the JORC Code. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, and the operator denied the request.

​

Graphic

​

Location

Khoemacau is a copper-silver development project located within the Ngamiland District of Botswana and is owned by KCM. The project’s mining area, Zone 5, and ore processing facilities, Boseto, are separated by a distance of 35 km. The Zone 5 mine area is generally south-west of the town of Maun and approximately 23 km south of the town of Toteng, and the Boseto facility is located at 20.56°S latitude and 22.95°E longitude with an approximate elevation of 1,000 m.

​

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Table of Contents

The climate of the project area is classified as semi-arid, with highly variable and unreliable rainfall. Rainfall is concentrated in the summer months from October to April and typically falls in high intensity convectional showers that are often highly localized. Winters are very dry, usually with no precipitation at all in July and August. Annual rainfall is normally less than 500 mm.

​

Infrastructure

Infrastructure to support the mining and processing operation is in place and fully supports the operation.

​

Access to the Boseto mill site is via the paved Trans Kalahari Highway (Highway A3) from Maun 65 km southwest to just east of the town of Toteng, and a further 25 km by unpaved road to the south of Toteng. Zone 5 and the Boseto mill are connected by a 35 km divided, sealed road to support both mill vehicle traffic and ore transport.

​

The city of Maun has an airport with connection within Botswana and several cities in South Africa.

​

Electric power is provided by a 132 kV line from the Botswana Power Corporation grid via a 50 km overhead transmission line connection. A 132 kV transmission line also links the Boseto plant to Zone 5 allowing all operations to be supplied by grid power. Existing diesel generation capacity from the previous Boseto operations is being used as backup power.

​

Water is being supplied from two wellfields, at the Boseto borefield, located 60 km from the Boseto plant, and the Haka borefield, connected to Zone 5 with a 40 km pipeline.

​

Labor and supplies for most of the basic mining and exploration needs for the project can be obtained from Maun, which has a population of approximately 56,000 (2011 Census) and hosts a wide range of supplies, services and labor. Many skills required to operate a mechanized underground mine are not available in Botswana and are sourced internationally. Both Boseto and Zone 5 have accommodation facilities for workers during their rotation work period.

​

Area of Interest

KCM controls 4040 km2 of mineral concessions of which our stream interest covers an area of interest surrounding Mining License 2015/015L with an area of 176 km2 (17,600 hectares), measuring 8 km by 22 km, which covers all reserves and resources referred to as Zone 5. Our area of interest also includes the Mango NE deposit.

​

Stream Agreement

Under the Silver Purchase and Sale Agreement dated February 24, 2019, between KCM and RGLD Gold, as amended,we own the right to receive 100% of the payable silver produced from Khoemacau until the delivery of 40.0 million silver ounces, and 50% thereafter. We pay a cash price equal to 20% of the spot silver price for each ounce delivered; however, if KCM achieves mill expansion throughput levels above 13,000 tpd (30% above current mill design capacity), we will pay a higher ongoing cash price for silver ounces delivered in excess of specific annual thresholds. As of December 31, 2023, approximately 2.7 million ounces of payable silver have been delivered to us.

​

Property Description

​

The Khoemacau operation consists of a mechanized underground mine producing from the Zone 5 orebody and a sulfide ore flotation plant for ore processing at Boseto. The project completed construction in the second half of calendar 2016.2021 and ramp-up of mining and processing operations to the target production rate of 3.65 Mtpa (10,000 tpd) was achieved in December 2022, as announced by KCM.

​

The Zone 5 mine is a bulk mechanized mine, designed for a total production rate of 3.65 Mtpa from three decline systems, with a single decline system production rate between 1 to 2 Mtpa. The mine design is based on a longhole open stoping mining method. The first section of the mine incorporates rib and sill pillars for ground stability control and paste backfill will be used as depth increases to improve overall mineral resource recovery.

​

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Table of Contents

Given that the orebody has a strike length of more than 4 km, it necessitated dividing the orebody into mining zones, with separate decline systems dedicated to servicing each zone. The twin decline layout allows for more than 1,000 meter coverage of strike extent of the orebody, while offering multiple ore zone access points, highly productive layouts, and significant redundancy. Two of the mining zones are equipped with twin declines, while one is equipped with a single decline.

​

The Zone 5 site is equipped with all maintenance, warehousing, administration and personnel accommodation facilities to fully support underground mining activities.

​

The mined ore is trucked approximately 35 km from the Zone 5 mine to the Boseto processing facility on a purpose built, fully sealed bitumen haul road, with a separate access road for light vehicles.

​

At Boseto, ores are processed in the 3.65 Mtpa sulfide concentrator, producing a copper-silver concentrate, which is purchased by third parties. Concentrate is loaded into approximately 1 tonne fabric bags for transport by road to port, for shipping and sale on the international market.

​

Tailings generated from the plant are deposited in a circular TSF, located south-west of the plant. Tailings are deposited mainly by spigot with a center decant tower for water recovery. The facility is designed as an upstream constructed facility, which enables concurrent rehabilitation to take place during operation.

​

The Boseto site is equipped with all maintenance, warehousing, administration and personnel accommodation facilities to fully support ore processing activities.

​

Age and Physical Condition of Infrastructure

Underground mining equipment and mine infrastructure are new. The associated Boseto concentrator is a previously existing installation which underwent significant overhauls and refurbishment starting in 2018.

​

Royal Gold does not have specific information as to the physical condition or the age of the equipment and infrastructure.

​

Book Value

The operator does not provide us with the operator’s book value or total cost detail for the property and associated plant and equipment.

​

Property History

The first exploration over the Khoemacau area dates to the early 1960’s when Johannesburg Consolidated Investments was active in the area. Sporadic exploration over the project area between 1960 and 2008 consisted of geochemical, geophysical (airborne and ground) and diamond / RC drilling programs. KCM acquired the Zone 5 Licences in 2013.

​

Other deposits on the same project lease have been previously mined by open pit methods. This most notably includes the North and South Plutus Pits, and the Zeta pit to the South. These pits were worked extensively between 2012 and 2015 by Discovery Copper Botswana (Pty) Limited (“DCB”), which was owned and operated by Discovery Metals Limited. Due to these previous operations, a processing plant and infrastructure was already in place at Boseto when KCM acquired DCB from provisional liquidation in 2015.

​

Permitting and Encumbrances

Approvals for the operation are divided into the Mining Licenses issued by the Department of Mines and environmental approvals issued by the Department of Environmental Affairs (“DEA”). The following list of approvals is a subset of a much larger group of approvals received for the exploration, project development and operation of KCM’s activities.

​

37

Table of Contents

Mine licenses have been issued by the Department of Mines as follows:

​

●Khoemacau Copper Mining Zone 5 Mining License (ML 2015/05L) – issued in 2015 with a 20-year validity. Khoemacau revised this Mine License to include the new surface infrastructure at Zone 5 on the footwall side of the deposit and for the potential future processing of ore from other deposits controlled by KCM; and,
●Discovery Copper Botswana Mining License (Discovery ML 2010/99L) – issued in 2010 with 15-year validity. This Mining License was amended in 2014 and 2015 to include exploitation of the Zeta and Zeta NE targets, respectively. This Mining License was also amended in 2017 to reflect the execution of the Starter Project (i.e., throughput at the mill of 3.65 Mtpa using ore sourced from Zone 5).

​

Five DEA approvals were received for the project, each requiring an individual Environmental and Social Impact Statements:

​

●Boseto ML Amendment– including mill capacity increase from 3 to 3.65 Mtpa, repairs/modifications of surface infrastructure at the Boseto site, and sourcing of ore from Zone 5 (Authorized in November 2017);
●Zone 5 ML Amendment – including five additional boxcuts (to reflect the Zone 5 Expansion case) and construction of a 6 Mtpa processing facility at Zone 5, including TSF (Authorized in May 2018);
●Access Road/Haul Route – including service corridors for roads between A3, Boseto, and Zone 5. Also including emplacement of water pipelines from Haka, Boseto (Khoemacau), and Zone 5 borefields as well as authorization of project power and communications line routing between Zone 5 and Boseto (Authorized in April 2017);
●BPC Powerline – including the powerline from the Legolthwane substation near Toteng village to Boseto (Authorized in May 2018); and,
●Communications Tower – a new cellular tower on an existing communications site in the Kwebe Hills (Authorized in May 2017).

​

The submission of biannual monitoring reports to the DEA is a requirement of approval of the five separate Environmental Authorizations.

​

Additional prospecting licenses are in place for active exploration areas.

​

Property Geology

The Khoemacau Project area is located in the Kalahari copper belt, which stretches over approximately 800 km from central Namibia to the east of Botswana. The deposit is hosted within the Ghanzi-Chobe Fold Belt, a series of deformed metavolcanic and metasedimentary rocks. Deposits within the fold belt typically consist of stratiform copper mineralization within veins between specific rock units.

Zone 5 has a deposit strike length of 4 km with mineralization dipping at 56 degrees to the south-east over an average thickness of 10 m. Mineralization is situated in the hanging wall sequence, 30 m above the contact between the D’Kar Formation and Ngwako Pan Formation. Mineralization is sub-parallel to lithology and typically cross-cuts host units from the lower D’Kar limestone unit in the south-west to the carbon rich siltstone unit and interbedded alternating siltstone and sandstone unit toward the north-east. The host rock assemblage is sandwiched between two competent sandstone units; the footwall Ngwako Pan quartzite sandstone and the hanging wall Marker sandstone. The down dip extension of mineralization has been drilled to a maximum depth of 1,200 m vertically below surface. The deposit remains open at depth (down dip) and partially along strike.

Mineral boundaries were interpreted to distinguish areas that comprised overburden, oxide plus sulfide minerals and sulfide-only assemblages. The near surface mineralized zone was identified as a transitional sulfide zone that contained both oxide and sulfide minerals. The boundary between this zone and the sulfide only undulates parallel to topography between 60 and 75 m deep below the surface. This boundary was defined by acid soluble copper and total copper ratios, logged drill core and recorded specific gravity values. Common minerals found in this zone, in order of abundance, include malachite, bornite, chalcopyrite, native copper and minor chrysocolla. A small zone of deeper oxidation, with

38

Table of Contents

mineralization consisting dominantly of native copper, is located in the center portion of the deposit. This area shows strong brecciation and extends to depths of 400 m below the surface.

Economic mineralization consists of massive bornite and chalcocite with accompanying chalcopyrite and silver. Locally, secondary massive chalcocite has replaced bornite in the Central portion of the deposit at the forereef slope. These minerals are largely vein hosted and make up greater than 1.0% Cu grade domain. The mineralization is hosted within an extensive system of quartz and quartz carbonate veins, shears and cleavages. Parallel and sub-parallel shearing continues for hundreds of feet and are likely influenced by subtle changes in lithology and structure. Within the more competent units, shearing is replaced by brittle deformation, generally in the form of brecciation.

Localized parasitic folds, thrusts and shears have thickened the mineralization and repeated the stratigraphy resulting in enhanced copper and silver grades over very wide intervals. Structural data in the NE portion of the deposit suggests a gently plunging fold toward the south-west. The fold is overprinted in the center portion of the deposit by a vertically plunging facies change. These two areas have the highest grades and thickest intervals.

The Mango deposit is situated 10 km southwest and along strike of the Zone 5 deposit on the southeast limb of a regional anticline. The deposit has defined mineralization over a total strike length of 5 km dipping at 65° to the southeast. The central portion of the deposit is host to economic mineralization (copper and silver) over a strike length of 1.5 km, with an average thickness of 8 m. The deposit has been drilled to 700 meters below surface and remains open both along strike and at depth. High-grade copper sulfide mineralization typically consists of chalcopyrite and bornite with minor chalcocite.

​

Mineral Resources and Mineral Reserves

Table 1 Khoemacau – Summary of Silver Mineral Resources at December 31, 2022,
Based on $21.35 Ag and $3.54 Cu(1),(2),(3),(4)

​

​

​

​

​

​

Amount

Tonnes (M)

Ag Grades

gpt

Cu Grades

%

Cut-Off Grades

Metallurgical Recovery(5)

Measured Mineral Resources

5.25

17.72

1.89

$65/t NSR

88.3% Cu / 84.1% Ag

Indicated Mineral Resources

17.4

21.41

1.92

$65/t NSR

88.1% Cu / 83.9% Ag

Measured + Indicated Mineral Resources

22.7

20.56

1.91

$65/t NSR

88.2% Cu / 84.0% Ag

Inferred Mineral Resources

61.6

22.22

2.03

$65/t NSR

88.2% Cu /84.1% Ag

​

(1)

Our metal stream on Khoemacau pertains only to payable silver produced. Information on copper mineral resources is included because the primary production from Khoemacau is copper; the presentation of copper mineral resources is necessary in understanding the economics of the project.

(2)  Reported mineral resource is as of December 31, 2022. Khoemacau mineral resources are reported pursuant to the JORC code. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the JORC code, there are variations. Our metal stream on Khoemacau pertains only to payable silver produced.

(3)   Mineral resources are presented exclusive of mineral reserves.

(4)

Our stream interest at Khoemacau is 100% of payable silver produced. The silver mineral resources listed are 100% of the resources to which our stream interest applies.

(5)

Metallurgical recoveries for copper and silver vary based on the dominant copper mineral. Copper recoveries are generally 86-90%. Silver recoveries are 83.3-87.1%. Copper recoveries are reduced in areas where acid soluble copper is greater than 15% of total copper content.

​

39

Table of Contents

Table 2 Khoemacau – Summary of Silver Mineral Reserves at December 31, 2022,
$21.35 Ag and $3.54 Cu(1),(2),(3)

​

​

​

​

​

​

​

​

Reserves

​

Cut-Off Grades

Metallurgical Recovery(4)

​

Amount

Tonnes (M)

Ag Grades

gpt

Cu Grades

%

​

​

Proven Mineral Reserves

8.4

21.60

2.20

$65/t NSR

88.3% Cu 84.2% Ag

Probable Mineral Reserves

21.3

19.23

1.91

$65/t NSR

88.3% Cu 84.2% Ag

Total Mineral Reserves

29.7

19.90

1.99

$65/t NSR

88.3% Cu 84.2% Ag

​

(1)

Our metal stream on Khoemacau pertains only to payable silver produced. Information on copper mineral reserves is included because the primary production from Khoemacau is copper; the presentation of copper mineral reserves is necessary in understanding the economics of the project.

(2)

Khoemacau mineral reserves are reported at an effective date of December 31, 2022. Khoemacau mineral reserves are reported pursuant to the JORC Code. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the JORC code, there are variations.

(3)

Our stream interest at Khoemacau is 100% of payable silver. The silver mineral reserves listed are 100% of the reserves to which our stream interest applies.

(4)

Metallurgical recoveries for copper and silver vary based on the dominant copper mineral. Copper recoveries are generally 86-90%. Silver recoveries are 83.3-87.1%. Copper recoveries are reduced in areas where acid soluble copper is greater than 15% of total copper content. Treatment and refining charges are captured as a reduction in recoverable metal in the reserve model, 97% for copper and 90% for silver.

​

Change in Mineral Resources and Mineral Reserves from Prior Year

The previous mineral resources and mineral reserves reported by the operator were as of June 30, 2021. This disclosure was the basis for our December 31, 2021 reporting. The reported silver mineral reserve decreased by 2.4 million ounces (11.4%) between our year ended December 31, 2021 (reported by the operator as of June 30, 2021) and the year ended December 31, 2022, due to mining depletion and changes to the resource model. Measured and indicated silver mineral resources decreased by 1.5 million ounces (9.2%) due to changes in the resource model.

​

Recent Developments

​

Silver stream deliveries from Khoemacau were 1.5 million ounces during the year ended December 31, 2023, compared to approximately 951,500 ounces during the year ended December 31, 2022. Increased stream deliveries resulted from operations running at full capacity during the year. Deliveries during the prior year were lower due to the ramp-up of mining and processing operations throughout 2022 after completion of project construction in 2021.

​

According to KCM, operations at Khoemacau continued at nameplate capacity through the year ended December 31, 2023, after the target production rate of 3.7 million tonnes per year (10,000 tonnes per day) was achieved in December 2022. As projected in the mine plan, KCM expects payable silver production in 2024 to range between 1.5 to 1.7 million ounces, which is slightly below the life of mine average due to lower silver grades in the upper portion of the Zone 5 deposit and the top-down mining sequence.

​

On November 21, 2023, KCM announced that the shareholders of its parent company, Cuprous Capital Ltd (“Cuprous”), had entered into a share purchase agreement with MMG Limited (“MMG”), whereby MMG will acquire all the issued share capital of Cuprous. MMG is a large and well-capitalized base metal mining company listed on the Stock Exchange of Hong Kong, with operations and projects in Australia, the Democratic Republic of the Congo, Peru and Canada. MMG has reported that the parties have agreed to work towards completion of the transaction in the first quarter of 2024.

​

During development of Khoemacau, we made available a $25 million subordinated debt facility to KCM which is repayable at our option upon the occurrence of certain events, including a change of control. Including capitalized interest, the amount owing under this facility was approximately $35.7 million as of December 31, 2023.

​

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Table of Contents

Mount Milligan

​

The disclosures below regarding Mount Milligan are derived from the Technical Report on the Mount Milligan Mine in North-Central British Columbia filed November 7, 2022, effective December 31, 2021, pursuant to NI 43-101 and CIM Standards, and from Centerra Gold’s news release dated February 14, 2024, pursuant to NI 43-101. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own disclosure, and the operator denied the request.

​

Graphic

​

Location

Mount Milligan (British Columbia, Canada)

As discussed in further detail in Item 1, Business, Fiscal 2017 Business Developments, RGLD Gold owns the right to purchase 35% of the payable gold and 18.75% of the payable copper produced from the Mount Milligan copper‑gold project in British Columbia, Canada, which is operated by an indirect subsidiary of Centerra. The cash purchase price for gold is equal to the lesser of $435 per ounce, with no inflation adjustment, or the prevailing market price when purchased. The cash purchase price for copper is 15% of the spot price. 

The Mount Milligan project is an open‑open pit mine and is located within the Omenica Mining Division in North Central British Columbia, at 55.12°N latitude and 124.01°W longitude, approximately 96 miles155 km northwest of Prince George, 53 miles85 km north of Fort St. James, and 59 miles95 km west of Mackenzie.

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Infrastructure

Infrastructure to support the mining and processing operation is in place and fully supports the project.

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The Mount Milligan projectmine is accessible by commercial air carrier to Prince George, British Columbia, then by vehicle from the east via Mackenzie on the Finlay Philip Forest Service Road and the North Philip Forest Service Road, and from the west via Fort St. James on the North Road and Rainbow Forest Service Road. Road travel to the Mount Milligan property site is 482 miles775 km from Prince Rupert and 158 miles254 km from Prince George. These roads are maintained in good condition by the various user groups.

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Electric power is accessed from the BC Hydro Kennedy Substation, located 35 km southeast of Mackenzie, and connected to the Mount Milligan mine via a 92 km, 230 kV transmission line. The system is fed from the Peace River hydro generation facilities.

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Stored water inventory at the Mount Milligan mine is critical to the ability to process ore through the process plant on a sustainable basis. Water supply and make-up sources for the project include precipitation runoff, recycling of water from

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the TSF supernatant pond, pit dewatering, groundwater wells, fresh water from Meadows Creek, Rainbow Creek (temporary approval) and Philip Lake (temporary approval).

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Water required for ore processing operations is reclaimed from the TSF by a barge-mounted pump station and booster pump station. Water sourced from the TSF is supernatant from the settled tailings.

The communities of Mackenzie and Fort St. James are within daily commuting distance of the Mount Milligan mine, and both communities are serviced by rail, which connects to the major western and eastern rail routes.

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Concentrate is transported by truck from the mine site to Mackenzie, transferred onto railcars of the Canadian National Railway to existing port storage facilities of Vancouver Wharves in North Vancouver and loaded as lots into bulk ore carriers. Concentrate is then shipped to customers via ocean transport.

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Labor and services are readily available from the surrounding towns of Prince George, Fort St. James, Mackenzie, Vanderhoof, Smithers and Fraser Lake.

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Area of Interest

At Mount Milligan, our stream interest covers Mining Lease 631503 and 110 mineral claims covering 51,078.2 hectares.

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Stream Agreement

Under the Amended and Restated Purchase and Sale Agreement dated December 14, 2011, between Thompson Creek Metals Company Inc. (“TCM”), an indirect subsidiary of Centerra Gold Inc. (“Centerra”), and RGLD Gold (as amended, the “Milligan Stream Agreement”), we own the right to purchase 35% of the payable gold and 18.75% of the payable copper produced from the Mount Milligan mine. The cash purchase price for gold is equal to the lesser of $435 per ounce, with no inflation adjustment, or the prevailing market price when purchased. The cash purchase price for copper is 15% of the spot price. On February 13, 2024, TCM, Centerra and RGLD Gold entered into a Processing Cost Support Agreement (the “Cost Support Agreement”), whereby subject to certain conditions, we will provide cost support payments for gold and copper deliveries under the Milligan Stream Agreement in exchange for cash consideration of $24.5 million, 50,000 ounces of gold to be delivered in the future, and a free cash flow interest in Mount Milligan. Through approximately 2029, we will only provide cost support payments when the gold price is at or below $1,600 per ounce and the copper price is at or below $3.50 per pound. In such case, and only at Centerra’s election, we will provide cost support payments, in the case of gold, equal to the lower of either $415 or 66% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered. We will have the right to recover any such payments from future cash support payments beginning in approximately 2030 when metal prices are above $1,600 per ounce of gold and $3.50 per pound of copper. In addition, starting in approximately 2030, we will provide cost support payments, in the case of gold, equal to the lower of either $415 or 50% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered. Finally, starting in approximately 2036, we will provide cost support payments, in the case of gold, equal to the lower of either $615 or 66% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 51% of the spot copper price for each pound of copper delivered. The Milligan Stream Agreement remains in place and is unaffected by the Cost Support Agreement. As of December 31, 2023, approximately 733,200 ounces of payable gold and 83.6 million pounds of payable copper have been delivered to us.

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Property Description

Mount Milligan is a copper-gold porphyry deposit, consisting of two principal zones, the Main Zone and the Southern Star (SS) Zone. The Main Zone includes four contiguous sub-zones: MBX, WBX, DWBX and 66 (low-copper and high-gold grades, southeast of the MBX sub-zone). These geologic zones are the basis for the metallurgical test work.

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Open pit operations are designed and scheduled to deliver peak annual production of 54 Mtpa, with a life-of-mine (“LOM”) stripping ratio of 0.92 tonnes of waste to 1 tonne ore. All waste material is used in the construction of the TSF or in the case of the material being classified as potentially acid producing, stored within the TSF.

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The mining operation’s equipment fleet comprises two 30 cm electric blast hole drills, two 41 m3 electric cable shovels, one 22 m3 hydraulic excavator and two 19 m3 front end loader and thirteen 229-tonne capacity haul trucks and two 181-tonne capacity haul trucks. These major units are supplemented with a back-up equipment fleet of graders, track and rubber-tired dozers, backhoes, and water trucks. A 15-meter bench height is used for mining both ore and waste.

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The Mount Milligan sulfide flotation concentrator was designed to process ore at a nominal rate of 60,000 tpd, producing a marketable concentrate of copper, gold, and silver. A secondary crushing circuit, installed in 2016, together with process plant optimization projects, increased the capacity to a nominal rate of 62,500 tpd. It consists of the following unit operations:

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●primary crushing;
●coarse ore stockpile;
●Semi-Autogenous/Ball Mill/Pebble Crushing (“SABC”) grinding circuit;
●rougher/scavenger flotation;
●concentrate regrinding;
●cleaner flotation;
●gravity concentration;
●concentrate dewatering; and
●tailings disposal.

The run of mine (“ROM”) ore is crushed to 80% passing 15 cm, and then ground to 80% passing 200 micron prior to flotation. The rougher-scavenger flotation circuit includes two trains of five 200 m3 flotation cells. Each train has two rougher and three scavenger flotation cells. The concentrates from the first two cells of each train (rougher concentrate) and the concentrates from the last three cells of each train (scavenger concentrate) are reground separately. The rougher concentrate is reground to P80 30-50 μm in the vertically stirred mill using steel ball media while the rougher-scavenger concentrate together with the first cleaner, second cleaner, and third cleaner flotation tailings are reground to P80 18-25 μm in the horizontal stirred mills using ceramic ball media. To recover coarse metallic gold particles, approximately 20% of the rougher concentrate regrind hydrocyclone underflow is diverted to a centrifugal gravity concentrator. The reground concentrates undergo three stages of cleaning flotation to produce a final copper concentrate containing approximately 21.5% Cu and 30 to 40 g/t Au.

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The infrastructure at Mount Milligan includes a TSF and reclaim water ponds, an administrative building and change house, a workshop/warehouse, a permanent operations residence, a first aid station, an emergency vehicle storage, a laboratory, and sewage and water treatment facilities.

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Age and Condition of Infrastructure

The mine was commissioned in 2013.

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Royal Gold does not have specific information about the physical condition of equipment and infrastructure at site.

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Book Value

The operator does not provide us with the operator’s book value or total cost detail for the property and associated plant and equipment.

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Property History

Limited exploration activity was first recorded in 1937. In 1984, prospector Richard Haslinger (“Haslinger”) and BP Resources Canada Limited (“BP Resources”) located claims on the current site.

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In 1986, Lincoln Resources Inc. (“Lincoln”) optioned the claims and in 1987 completed a diamond drilling program that led to the discovery of significant copper-gold mineralization. In the late 1980s, Lincoln reorganized, amalgamated with Continental Gold Corp. (“Continental Gold”) and continued ongoing drilling in a joint venture with BP Resources.

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In 1991, Placer Dome Inc. (“Placer Dome”) acquired the Project from the joint-venture partners, resumed exploration drilling and completed a pre-feasibility study for the development of a 60,000 tpd open pit mine and flotation process plant.

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Barrick Gold Corporation (“Barrick”) purchased Placer Dome in 2006 and sold its Canadian assets to Goldcorp Inc. (“Goldcorp”), who then in turn sold the Project to Atlas Cromwell Ltd. (“Atlas Cromwell”). Atlas Cromwell changed its name to Terrane Metals Corp. (“Terrane”) and initiated a comprehensive work program.

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In October 2010, TCM acquired the Mount Milligan development project through its acquisition of Terrane, entered a stream agreement with us and subsequently constructed the Mount Milligan mine, which commenced commercial production in February 2014.

In October 2016, TCM was acquired by a subsidiary of Centerra and, in connection with that acquisition, Terrane and certain other subsidiary entities of TCM were amalgamated into TCM. The Mount Milligan mine is now fully owned by TCM, an indirect subsidiary of Centerra.

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Our interest in Mount Milligan evolved over time as a result of adapting the stream to address the needs of the operating partner. Our original 52.25% gold stream was acquired in three transactions from TCM, as part of the financing for the initial project acquisition and construction:

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1.On July 15, 2010, we announced the acquisition of a 25% gold stream interest on the Mount Milligan project from TCM for $311.5 million and cash payments equal to the lesser of $400 or the prevailing market price for each payable ounce of gold until the delivery of 550,000 ounces to us, and the lesser of $450 or the prevailing market price for each additional ounce thereafter.

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2.On December 15, 2011, we increased our gold stream interest on the Mount Milligan project by an additional 15% for $270 million and cash payments equal to the lesser of $435 or the prevailing market price for each payable ounce of gold delivered to us (replacing the payment structure of the July 15, 2010 transaction).

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3.On August 9, 2012, we increased our gold stream interest in the Mount Milligan project by an additional 12.25% for $200 million and cash payments equal to the lesser of $435 or the prevailing market price for each payable ounce of gold delivered to us.

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Subsequently, on October 20, 2016, after the first few years of operations, Centerra acquired all of the issued and outstanding common shares of TCM. Our stream interest at Mount Milligan was amended as part of this transaction to facilitate the acquisition and provide more gold exposure to Centerra. Under the terms of the amendment, our 52.25% gold stream at Mount Milligan was amended to a 35% gold stream with a purchase price equal to the lesser of $435 per ounce, or the prevailing market price, and an 18.75% copper stream with a 15% of spot cash price. On February 13, 2024, we entered into the Cost Support Agreement described above to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan.

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Permitting and Encumbrances

As of the 2022 Technical Report, Mount Milligan held or was in the process of obtaining all permits required for the operation of its business for the defined LOM.

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Mount Milligan was designed to use surface water and groundwater sources for processing. Stored water inventory is critical to the ability to process ore through the mill on a sustainable basis. In the winter months of 2018 and 2019, due to sustained periods of low precipitation in the preceding months and corresponding low levels of stored water inventory, Mount Milligan experienced a lack of sufficient water resources that caused temporary suspensions and reductions of processing operations. In February 2019, the British Columbia Environmental Assessment Office approved an amendment to the Mount Milligan environmental assessment certificate (EAC #M09-1) to permit access to additional sources of surface water and groundwater until November 30, 2021, which was subsequently extended in early 2021 to November 2023.

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In addition to accessing water from Rainbow Creek and Meadows Creek, Mount Milligan received temporary approvals to pump water from Philip Lake during a portion of the Spring run-off period. Mount Milligan continues to access ground water from the Lower Rainbow Valley wellfield as well as other groundwater wells near the TSF. The operation has received approval to draw groundwater from within a 6 km radius of the operation for the LOM.

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On January 6, 2022, TCM received the approval of an amendment to EAC #M09-01 to utilize LOM surface water withdrawals external to the TSF during the open water season (April 1 to November 30) from either the Nation River as a single surface water source or Rainbow Creek and Philip Lake 1 as a combined surface water source. Following additional engineering studies, cost optimization, and hydrological analysis, TCM is seeking Water Sustainability Act license applications for the Rainbow Creek and Philip Creek option. This option, in addition to the currently permitted groundwater withdrawals, will be sufficient to maintain operations at current production targets for the approved LOM.

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Property Geology

The Mount Milligan deposits are categorized as silica-saturated alkalic Cu-Au porphyry deposits associated with alkaline monzodioritic-to-syenitic igneous rocks. Two styles of mineralization have been identified.

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oEarly-stage porphyry Au-Cu mineralization (and early-stage vein types) associated with composite monzonite porphyry stocks and related hydrothermal breccia, and narrower dyke and breccia complexes.

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oLate-stage structurally controlled high-gold low-copper mineralization (and intermediate- to late-stage vein types) that is associated with faults and fault breccias, crosscuts/overprints the earlier stage porphyry mineralization and is more spatially widespread.

Mineral Resource and Mineral Reserves

Table 1 Mount Milligan – Summary of Copper and Gold Mineral Resources at
December 31, 2023, Based on $3.75 Cu and $1,800 Au (1),(2),(3),(4)

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Amount

Tonnes (M)

Au Grade

gpt

Cu Grade

%

Cut-Off Grade (5)

Metallurgical Recovery

Measured Mineral Resources

118.3

0.25

0.17

$8.46 NSR

(6)

Indicated Mineral Resources

141.6

0.30

0.13

$8.46 NSR

(6)

Measured + Indicated Mineral Resources

259.9

0.27

0.15

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$8.46 NSR

(6)

Inferred Mineral Resources

7.8

0.34

0.14

$8.46 NSR

(6)

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(1)​

Reported mineral resource is as of December 31, 2023. Centerra reports resources pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(2)​

Mineral resources are presented exclusive of mineral reserves.

(3)​

Our stream interest at Mount Milligan is 35% of payable gold and 18.75% of payable copper. The mineral resources listed are 100% of the mineral resources to which our stream interest applies.

(4)​

Mineral resources are reported at an $8.46 NSR per tonne cut-off using metal prices of $3.75 per pound copper and $1,800 per ounce gold, and an exchange rate of 1USD:1.30CAD.

(5)​

The open pit mineral resources are constrained by a pit shell and are reported based on a NSR cut-off of $8.46 NSR per tonne that takes into consideration metallurgical recoveries, concentrate grades, transportation costs, and smelter treatment charges in determining economic viability.

(6)​

Metallurgical recoveries for reporting mineral resources assume variable copper recoveries between 75% and 83% and gold recoveries between 55% and 65%. Copper equivalent is estimated to blocks according to variable gold and copper recoveries.

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Table 2 Mount Milligan – Summary of Copper and Gold Mineral Reserves at
December 31, 2023, Based on $3.50 Cu and $1,500 Au (1),(2),(3)

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Amount

Tonnes (M)

Au Grade

gpt

Cu Grade

%

Cut-Off Grade (4)

Metallurgical Recovery

Proven Mineral Reserves

215.6

0.34

0.17

$8.65 NSR

(5)

Probable Mineral Reserves

134.4

0.39

0.18

$8.65 NSR

(5)

Total Mineral Reserves

250.0

0.35

0.17

$8.65 NSR

(5)

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(1)​

Reported mineral reserve is as of December 31, 2023. Centerra reports mineral reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(2)​

Our stream interest at Mount Milligan is 35% of payable gold and 18.75% of payable copper. The mineral reserves listed are 100% of the mineral reserves to which our stream interest applies.

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(3)​

The mineral reserves have been estimated based on a gold price of $1,500 per ounce, copper price of $3.50 per pound and an exchange rate of 1USD:1.30CAD.

(4)​

The open pit mineral reserves are estimated by Centerra based on an NSR cut-off of $8.65 per tonne that takes into consideration metallurgical recoveries, concentrate grades, transportation costs, and smelter treatment charges in determining economic viability.

(5)​

Metallurgical recoveries are estimated using regression curves based on operational and metallurgical test work data. Annual average copper recoveries range from 76.4% to 82.4%. Annual average gold recoveries range from 55.2% to 64.2%.

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Change in Mineral Resources and Mineral Reserves from Prior Year

For Mount Milligan, mineral resources and mineral reserves increased as of December 31, 2023, as compared to mineral resources and mineral reserves as of December 31, 2022, due to changes in economic assumptions for resources and reserves reporting. Gold measured and indicated mineral resources increased from 1.7 million to 2.3 million ounces (34%) and copper increased from 695 million to 851 million pounds (22%). Gold proven and probable mineral reserves increased from 2.6 million to 2.8 million ounces (7%) and copper increased from 902 million to 962 million pounds (7%).

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Recent Developments

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Gold stream deliveries from Mount Milligan were approximately 96,00056,800 ounces of gold during the fiscal year ended June 30, 2017,December 31, 2023, compared to approximately 111,00068,900 ounces of gold duringfor the fiscal year ended June 30, 2016.  The decrease was primarily due to the change in the gold stream rate from 52.25% to 35%, which change is further discussed in Item 1, Business, Fiscal 2017 Business Developments.

December 31, 2022. Copper stream deliveries from Mount Milligan were approximately 1,165 tonnes10.9 million pounds during the fiscal year ended June 30, 2017.  CopperDecember 31, 2023, compared to approximately 14.8 million pounds during the year ended December 31, 2022. Gold and copper stream deliveries beganfor the year ended December 31, 2023, relate to mine production during our June 2017 quarter.the approximate period August 2022 to July 2023. During this period Centerra reported production was impacted by mine sequencing and lower gold grades than planned when mining was occurring in an ore-waste transition zone, with this lower grade ore also impacting plant recoveries. The decrease in deliveries was also impacted by differences in timing of shipments and settlements during the periods.

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On October 31, 2023, Centerra reported that a full asset optimization review of Mount Milligan has been launched, which includes assessments of productivity and cost efficiency opportunities in concert with mine plan optimization. Centerra expects this review to identify and drive incremental operational improvements and is expected to be completed in 2024.

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On February 13, 2024, we entered into the Cost Support Agreement described above to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan. The Cost Support Agreement is expected to provide a basis for a reserve increase and extension of the Mount Milligan mine life to 2035.

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Additionally, on February 14, 2024, Centerra provided 2024 production guidance for Mount Milligan of 180,000 to 200,000 ounces of gold and 55 to 65 million pounds of copper.

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Pueblo Viejo

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The secondary crusherdisclosures below regarding Pueblo Viejo are derived from the Technical Report on the Pueblo Viejo Mine, Sánchez Ramírez Province, Dominican Republic dated March 17, 2023 in accordance with NI 43-101 and CIM Standards, and the mineral resource and mineral reserve updates are derived from Barrick’s MD&A dated February 13, 2024 pursuant to NI 43-101. Royal Gold requested information prepared pursuant to SK1300 or access to the underlying technical data sufficient to prepare its own technical report summary, and the operator denied the request.

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Graphic

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Location

The Pueblo Viejo mine is now fully operationallocated in the province of Sánchez Ramírez, Dominican Republic, at 18.94°N latitude and 70.17°W longitude, approximately 100 km northwest of Santo Domingo, and is owned by a joint venture in which Barrick holds a 60% interest and is responsible for operations, and in which Newmont Corporation (“Newmont”) holds a 40% interest. Pueblo Viejo is accessed from Santo Domingo by traveling northwest on Autopista Duarte, Highway #1, approximately 77 km to Piedra Blanca and proceeding east for approximately 22.5 km on Highway #17 to the gatehouse for Pueblo Viejo. Both Highway #1 and Highway #17 are paved.

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Elevation at the mine site ranges from 565 m at Loma Cuaba to approximately 65 m at the Hatillo Reservoir. The site is characterized by rugged and hilly terrain covered with subtropical wet forest and scrub cover. The region has a tropical climate with little fluctuation in seasonal temperatures. The heaviest rainfall occurs between May and October.

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Infrastructure

Infrastructure to support the mining and processing operation is in place.

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The main road from Santo Domingo to within about 22.5 km of the mine site is a surfaced, four-lane, divided highway that is generally in good condition. Access from the divided highway to the site is via a two-lane, paved highway. Gravel surfaced internal access roads provide access to the mine site facilities.

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The Pueblo Viejo mine is supplied with electric power from two sources via two independent 230 kV transmission circuits. In 2013, Pueblo Viejo Dominicana Corporation (“PVDC”) commissioned a 218-megawatt (“MW”) Wartsila combined

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cycle reciprocating engine power plant, together with an approximately 72 km transmission line connecting the plant to the minesite. The power plant is located near the port city of San Pedro de Macoris on the south coast and provides the long-term power supply for the Pueblo Viejo mine. The plant is dual fuel and was converted to natural gas from heavy fuel oil in 2020. In 2019, PVDC signed a 10-year natural gas supply contract with AES Andres DR, S.A. (“AES”) in the Dominican Republic. AES also completed a new gas pipeline to the facility. The power plant began supplying power to the mine using natural gas in the first quarter of 2020.

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In addition to the existing access roads, the site infrastructure includes accommodations, offices, a truck shop, a medical clinic and other buildings, water supply, the TSF, and water treatment facilities. A double and single fence system protects the process plant site. Within the plant site area, the freshwater system, potable water system, fire water system, sanitary sewage system, storm drains, and fuel lines are buried underground. Process piping is typically left above ground on pipe racks or in pipe corridors.

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A TSF is operating in the El Llagal valley approximately 3 km south of the plant site and the progressive raising of a large rock-filled dam with an impermeable saprolite core is underway.

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The site has sufficient access, surface rights, and suitable sources of power, water, and personnel to maintain an efficient mining operation.

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The city of Santo Domingo is the principal source of supply for the mine. It is a port city with a population of over three million with daily air service to the USA and other countries. Most non-technical staff positions and labor requirements are filled from local communities. The mine operates year round.

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Area of Interest

At Pueblo Viejo, our stream interest covers a Special Lease Agreement of Mining Rights (“SLA”), as amended in November 2009 and in October 2013. The Lease has a term of 25 years with one extension by right for 25 years and a partsecond 25 year extension at the mutual agreement of Barrick and the comminution circuit.  Centerra continuesDominican state, allowing a possible total term of 75 years.

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Under the SLA, PVDC is obligated to evaluatemake the minefollowing payments to the Dominican Republic: a net smelter return royalty of 3.2% based on gross revenues less some deductible costs (royalties do not apply to copper or zinc); a net profits interest of 28.75% based on an adjusted taxable cash flow; a corporate income tax of 25% based on adjusted net income; a withholding tax on interest paid on loans and mill to increase recoveryon payments abroad; and improve throughput.  They also undertook an operational review process with subject matter experts within their organization who identified several value adding projects.  When these value added projects are implemented, Centerra expects to improve recoveries, throughputother general tax obligations. The SLA tax regime includes a stability clause.

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Stream Agreement

Under the Precious Metals Purchase and unit cost performance by the end of calendar 2017.

Pueblo Viejo (Sanchez Ramirez, Dominican Republic)

Sale Agreement dated August 5, 2015 between RGLD Gold ownsand BGC Holdings Ltd. and Barrick, as amended,we own the right to purchase 7.5% of Barrick’s interest in the gold produced from the Pueblo Viejo mine until 990,000 ounces of gold have been delivered, and 3.75% thereafter. The cash purchase price for gold is 30% of the spot price of gold per ounce delivered until 550,000 ounces of gold have been delivered, and 60% of the spot price of gold per ounce delivered thereafter. RGLD GoldWe also ownsown the right to purchase 75% of Barrick’s interest in the silver produced from the Pueblo Viejo mine, subject to a minimumfixed silver recovery of 70%, until 50 million ounces of silver have been delivered, and 37.5% thereafter. The cash purchase price for silver is 30% of the spot price of silver per ounce delivered until 23.1 million ounces of silver have been delivered, and 60% of the spot price of silver per ounce delivered thereafter. As of December 31, 2023, approximately 342,800 ounces of payable gold and 12.2 million ounces of payable silver have been delivered to us.

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Property Description

Pueblo Viejo is a production stage property consisting of a conventional open pit surface mine and a complex processing circuit designed to process refractory gold-silver ore through pressure oxidation. Gold and silver are recovered through a CIL circuit and electrowinning. Barrick is in the final stages of completing a plant expansion and mine life extension

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project designed to increase throughput from 9 Mtpa to 14 Mtpa and allow the mine to maintain average annual gold production of approximately 800,000 ounces (100% basis) into the mid 2040’s.

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The pit stages have been chosen to facilitate the early extraction of the most profitable ore. The driver of the mine schedule is the sulphur blending requirement. Sulphur grade is important because the metallurgical aspects of the processing operation, the recoveries achieved, and the processing costs, all strongly depend on a very consistent, low-variability sulphur content in the plant feed.

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The Pueblo Viejo mine operates a conventional open pit, utilizing a truck and shovel mining operation mining on 10-meter high benches. It achieved commercial production in January 2013 and completed its ramp-up to full design capacity in 2014. Current mining operations supplement fresh ore from the Monte Negro and Moore pits with stockpiled ore to achieve the required ore blend for ore processing.

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Equipment planning has considered mine design production of approximately 57 to 63 Mtpa total material movement, including limestone. This includes mill feed, reclamation from stockpiles, and simultaneous mining in the limestone quarries and several operating pit phases. Loading is carried out with 20 m3 hydraulic shovels and 22 m3 front-end loaders, loading 175-tonne haul trucks.

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Gold and silver are recovered through pressure oxidation (autoclave) of whole ore and flotation concentrate, followed by hot cure and hot lime boil, prior to cyanidation of gold and silver in a CIL circuit. The autoclave circuit was initially designed to oxidize approximately 1,750 tonnes of sulfide per day, which is equivalent to about 24,000 tonnes of run-of-mine ore at 7.5% of sulfide. The process plant expansion flowsheet includes an additional primary crusher, coarse ore stockpile and ore reclaim delivering to a new single stage semi-autogenous (SAG) mill, and a new flotation circuit that concentrates the bulk of the sulfide ore prior to oxidation. The concentrate is blended with fresh milled ore to feed the modified autoclave circuit, which has additional oxygen supplied from a new 3,000 tonnes per day facility. The existing autoclaves have been upgraded to increase the sulfur processing capacity of each autoclave through additional high-pressure cooling water and recycle flash capability using additional slurry pumping and thickening.

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The TSF is located in the provinceEl Llagal valley, located approximately 4 km south of Sanchez Ramirez,the plant site. The Lower Llagal TSF, made up of one main dam and three saddle dams, will contain all of the waste rock generated over the life of the Pueblo Viejo mine as well as process tailings up to 2028. In addition to solids storage, the Lower Llagal TSF is sized to provide storage for an operating pond and for extreme precipitation events. In conjunction with the plant expansion project, Barrick is currently in the design and permitting stages to construct the new El Naranjo TSF, which is intended to extend the mine life to the mid-2040s.

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Age and Condition of Infrastructure

The mine initiated pre-stripping in 2010 and the mill was commissioned in 2012.

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We do not have specific information about the physical condition of equipment and infrastructure at the site.

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Book Value

The operator does not provide us with the operator’s book value or total cost detail for the property and associated plant and equipment.

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Property History

Early mining activity at the site dates back to the 1500s. Subsequent to that early mining activity, Rosario Resources commenced mining operations on the property in 1975. In 1979, the Central Bank of the Dominican Republic approximately 60 miles northwestpurchased all foreign-held shares in Rosario Resources and the Dominican Government continued operations as Rosario Dominicana S.A. Gold and silver production from oxide, transitional, and sulfide ores occurred from 1975 to 1999. The mine ceased operations in 1999. In 2000, the Dominican Republic invited international bids for the leasing and mineral exploitation of Santo Domingo,the Pueblo Viejo mine site. In July 2001, PVDC (then known as Placer Dome Dominicana Corporation), an affiliate of

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Placer Dome, was awarded the bid. PVDC and the Dominican Republic subsequently negotiated the SLA for the Montenegro Fiscal Reserve, which was ratified by the Dominican National Congress and became effective on July 29, 2003. In March 2006, Barrick acquired Placer Dome and in May 2006 amalgamated the companies. At the same time, Barrick sold a 40% stake in the Pueblo Viejo project to Goldcorp (acquired by Newmont in 2019). On February 26, 2008, PVDC delivered the Project Notice to the Government of the Dominican Republic pursuant to the SLA and delivered the Pueblo Viejo Feasibility Study to the Government. In 2009, the Dominican Republic and PVDC agreed to amend the terms of the SLA. The amendment became effective on November 13, 2009 following its ratification by the Dominican National Congress. The Pueblo Viejo mine achieved commercial production in January 2013. A second amendment to the SLA became effective on October 5, 2013, and has resulted in additional and accelerated tax revenues to the government of the Dominican Republic.

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Permitting and Encumbrances

PVDC has acquired all of the permits necessary to operate the mine at the present time. General Environmental and Natural Resources Law No. 64-00 (“Law 64-00”) of August 18, 2000, and its complementary regulations, governs all environmental related issues, including those applicable to mining, in the Dominican Republic. Law 64-00 sets out the general rules of conservation, protection, improvement, and restoration of the environment and natural resources by unifying segregated rules concerning environmental protection and creating a governmental body (the Ministry of Environment and Natural Resources) with wide authority to oversee and regulate its application. The Ministry of Environment and Natural Resources enforces Law 64-00 and establishes the process of obtaining environmental permits.

​

PVDC completed a Feasibility Study on the Mine in September 2005 and presented an Environmental Impact Assessment (“EIA”) to the Dominican state in November of the same year. The terms of reference for the Mine were approved by the Environmental Authority on May 30, 2005, and the Ministry of Environment approved the EIA in December 2006 and granted the Environmental License 101-06. Other changes have been submitted to the authorities for additional facilities. The last amendment to the Environmental License was issued on June 29, 2017, which authorized the construction of an emulsion plant. Requirements of the Environmental License included submission of detailed design of tailings dams, installation of monitoring stations, and submission for review of the waste management plan and incineration plant.

​

An environmental evaluation report was submitted in 2008 to address an increase in the planned processing rate to 24,000 tpd and in September 2010 the Ministry of Environment and Natural Resources issued the Environmental License 101-06 Modified.

​

When the former Rosario mine shut down its operations in 1999, proper closure and reclamation was not undertaken. The result has been a legacy of polluted soil and water and contaminated infrastructure. Responsibility for the clean-up is ownednow shared jointly between PVDC and the Dominican government. Terms have been set for both parties in the SLA that governs the development and operation of the mine.

​

In November 2009, following approval by a joint venturethe Dominican Republic National Congress, President Leonel Fernandez ratified the first amendment to the SLA for Pueblo Viejo. The amended SLA better reflected the scope and scale of the project since its acquisition by Barrick in which Barrick holds a 60% interest2006. The amendments set out revised fiscal terms and clarified various administrative and operational matters to the mutual benefit of PVDC and the Dominican state. In particular, the agreement stipulates that environmental remediation within the development area is the responsibility of the company with the exception of the hazardous substances; the Dominican government is responsible for historic impacts outside the Mine development area and hazardous substances at the plant site.

​

In the second half of 2016, PVDC was contracted to act as an agent of the Dominican State to carry out activities for which the Dominican State is responsible under the SLA pursuant to the Environmental Management Plan of the State (Plan de Administración del Estado). The requisite environmental permits were received in November 2016 to carry out the first stage of the closure plan, which focuses on dewatering, buttressing, and improving the stability of the old Mejita tailings facility. Dewatering of the old Mejita tailings facility was completed in 2018, as well as the geotechnical investigation program. In 2020, the Environmental Management Plan of the State (Plan de Administración del Estado) achieved progress for the Mejita tailings cover component, with work occurring mainly at the north and central ponds. Progress was also

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made on the buttress excavation, with phase 1 now complete. In 2022, the PVDC plans to complete the buttress engineering design for phase 2 and then resume the buttress fill construction and tailings cover component.

​

In addition to the mine operations, by means of the Second Amendment to the SLA, the Dominican government granted PVDC a power concession to generate electricity for consumption by the mine and the right to sell excess power. Also, in which Goldcorp holdsMarch 2012, PVDC obtained an environmental permit for the Quisqueya 1 power plant and a 40% interest.power transmission line from San Pedro where the power plant is situated to the mine site.

​

Barrick is currently completing work to advance studies for the construction of the new El Naranjo tailings impoundment facility, and permitting activities are underway.

​

Barrick also reported that in 2021, PVDC’s activities at the Pueblo Viejo mine were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.

​

Property Geology

The Pueblo Viejo deposit consists of high sulfidation or acid sulfate epithermal gold, silver, copper and zinc mineralization that was formed during the Cretaceous Age island arc volcanism. Pueblo Viejo is accessedhosted by the Lower Cretaceous Los Ranchos Formation, a series of volcanic and volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest. The Los Ranchos Formation consists of a lower complex of pillowed basalt, basaltic andesite flows, dacitic flows, tuffs and intrusions, overlain by volcaniclastic sedimentary rocks and interpreted to be a Lower Cretaceous intra-oceanic island arc, one of several bimodal volcanic piles that form the base of the Greater Antilles Caribbean islands. The unit has undergone extensive seawater metamorphism (spilitization) and lithologies have been referred to as spilite (basaltic-andesite) and keratophyre (dacite).

​

The Pueblo Viejo Member of the Los Ranchos Formation is confined to a restricted, sedimentary basin measuring approximately 3.2 km north-south by 1.9 km east-west. The basin is interpreted to be either due to volcanic dome collapse forming a lake, or a maar-diatreme complex that cut through lower members of the Los Ranchos Formation. The basin is filled with lacustrine deposits that range from Santo Domingo by traveling northwest on Autopista Duarte, Highway #1, approximately 48 milescoarse conglomerate deposited at the edge of the basin to Piedra Blancathinly bedded carbonaceous sandstone, siltstone, and proceeding east for approximately 14 miles on Highway #17mudstone deposited further from the paleo-shoreline. In addition, there are pyroclastic rocks, dacitic domes, and diorite dikes within the basin. The sedimentary basin and volcanic debris flows are considered to be of Neocomian age (121 Ma to 144 Ma). The Pueblo Viejo Member is bounded to the gatehouse foreast by volcaniclastic rocks and to the north and west by Platanal Member basaltic-andesite (spilite) flows and dacitic domes.

​

To the south, the Pueblo Viejo. Both Highway #1Viejo Member is overthrust by the Hatillo Limestone Formation, thought to be Cenomanian (93 Ma to 99 Ma), or possibly Albian (99 Ma to 112 Ma), in age.

​

Mineral Resources and Highway #17 are paved.Mineral Reserves

Table 1 Pueblo Viejo – Summary of Gold and Silver Mineral Resources at December 31, 2023,
Based on $1,700 Au and $21 Ag(1),(2),(3)

​

​

​

​

​

​

Amount

Tonnes (M)

Au Grade

gpt

Ag Grade

gpt

Cut-Off Grades(4)

Metallurgical Recovery(5)

Measured Mineral Resources

11

1.41

7.97

ND

ND

Indicated Mineral Resources

50

1.52

7.48

ND

ND

Measured + Indicated Mineral Resources

61

1.42

7.57

ND

ND

Inferred Mineral Resources

4.6

1.6

8.1

ND

ND

​

(1)

Reported mineral resource is as of December 31, 2023. Barrick reports mineral resources pursuant to the CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(2)

Mineral resources are presented independent of mineral reserves.

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(3)

Our stream interest at Pueblo Viejo is 7.5% of payable gold until 990,000 ounces are delivered, 3.75% thereafter, and 75% of payable silver until 50 million ounces are delivered, and 37.5% thereafter. Mineral resources are disclosed on a 60% basis, as our stream agreement covers the 60% ownership share held by Barrick.

(4)

Specific cut-off grades for mineral resource estimates for Pueblo Viejo have not been disclosed by the operator.

(5)

Gold and silver metallurgical recovery assumptions for Pueblo Viejo have not been disclosed by the operator.

​

​

Table 2 Pueblo Viejo – Summary of Gold and Silver Mineral Reserves at December 31, 2023,
Based on $1,300 Au and $18 Ag(1),(2)

​

​

​

​

Amount

Tonnes (M)

Au Grade

gpt

Ag Grade

gpt

Cut-Off Grades(3)

Metallurgical Recovery(4)

Proven Mineral Reserves

39

2.28

13.15

ND

ND

Probable Mineral Reserves

140

2.10

13.26

ND

ND

Total Mineral Reserves

170

2.14

13.24

ND

ND

​

(1)

Reported mineral reserve is as of December 31, 2023. Barrick reports mineral reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(2)

Our stream interest at Pueblo Viejo is 7.5% of payable gold until 990,000 ounces are delivered, 3.75% thereafter, and 75% of payable silver until 50 million ounces are delivered, and 37.5% thereafter. Mineral reserves are disclosed on a 60% basis, as our stream agreement covers the 60% ownership share held by Barrick.

(3)

Specific cut-off grades for mineral reserve estimates for Pueblo Viejo have not been disclosed by Barrick.

(4)

Gold and silver metallurgical recovery assumptions for Pueblo Viejo have not been disclosed by Barrick.

​

Change in Mineral Resources and Mineral Reserves from Prior Year

Between December 31, 2022 and December 31, 2023, measured and indicated gold mineral resources increased from 2.8 million to 3.5 million ounces (25%) and silver mineral resources increased from 15 million to 17 million ounces (13%). Proven and probable gold mineral reserves decreased from 12.3 million to 11.9 million ounces (3.3%) and silver mineral reserves decreased from 77 million to 74 million ounces (3.9%) net of mining depletion. This was primarily a result of mining depletion, offset by resource expansion due to ongoing exploration.

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Recent Developments

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Gold stream deliveries from Pueblo Viejo were approximately 52,60025,400 ounces of gold duringfor the fiscal year ended June 30, 2017,December 31, 2023, compared to approximately 42,20032,500 ounces of gold duringfor the fiscal year ended June 30, 2016.  For the six months ended June 30, 2017, Barrick reported higher throughputDecember 31, 2022. Gold production was impacted by lower ore grades processed due to fewer planned autoclave shutdowns for maintenance compared tomine sequencing, as well as lower mill throughput and lower mill recovery associated with the prior calendar year.  Barrick further reported recovery rates have improved due to a change in ore type with a reductioncommissioning of organic carbon content when compared to the prior calendar year.mill expansion.

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​

Silver stream deliveries were approximately 1.80.9 million ounces for the year ended December 31, 2023, compared to 1.2 million ounces for the year ended December 31, 2022. During the year ended December 31, 2023, an additional 341,000 ounces of silver deliveries were deferred. The deferred ounces are the result of a mechanism in the stream agreement that allows for the deferral of deliveries in a period if Barrick’s share of silver production is insufficient to cover its stream delivery obligations. The stream agreement terms include a fixed 70% silver recovery rate. If actual recovery rates fall below the contractual 70% recovery rate, ounces may be deferred with deferred ounces to be delivered in future periods as silver recovery allows. As of December 31, 2023, approximately 854,000 ounces remain deferred. We expect that silver recoveries could remain highly variable and material deliveries of deferred silver ounces are not expected until the plant expansion project is complete and is running at full production levels.

​

On February 14, 2024, Barrick provided an update on the plant expansion and mine life extension project at Pueblo Viejo.  According to Barrick, construction and commissioning activities for the plant expansion were substantially completed by the end of 2023. Reconstruction of the ore stockpile feed conveyor is underway after a failure reported in the fourth quarter, and Barrick now expects this reconstruction to be completed in the second quarter of 2024, which will allow the plant to reach full throughput. Barrick further reported that the focus during the fiscal year ended June 30, 2017, comparedfirst quarter of 2024 will be on the continued

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stability and optimization of the flotation circuit. With respect to approximately 532,600 ouncesthe mine life extension project, Barrick reported that the technical and social studies for additional tailings storage capacity at the El Naranjo facility continued to advance as planned. Geotechnical drilling and site investigations are ongoing and continue to support the feasibility study, due for completion in the third quarter of silver during the fiscal year ended June 30, 2016.  Silver stream deliveries to RGLD Gold began during the March 31, 2016, quarter. 2024.

​

Barrick reiterated theiris expecting its share of gold production at Pueblo Viejo production guidanceto be 420,000 to 490,000 ounces in 2024 (60% basis).

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Cortez

​

The disclosures below regarding Cortez are derived from the Technical Report on the Cortez Complex dated March 18, 2022 pursuant to NI 43-101 and CIM Standards, and from Barrick’s Technical Report Summary dated February 23, 2023, and from Barrick’s MD&A dated February 13, 2024 pursuant to NI 43-101. Barrick provides us with non-public mineral resource and mineral reserve updates specific to our royalty area in accordance with CIM Standards. While Barrick has announced updated mineral resources and mineral reserves for calendar 2017 of between 625,000 ounces and 650,000 ounces of gold.  Barrick does not provide silver guidance.

Wassa and Prestea (Western Region, Ghana)

RGLD Gold owns the right to purchase 9.25%Cortez in its February 13, 2024 MD&A, as of the gold produced from the Wassa and Prestea projects, operated by Golden Star, until the earlierdate of (i) December 31, 2017this disclosure, we have not yet received updates specific to our royalty area. Royal Gold requested information prepared pursuant to SK1300 or (ii) the date at which the Wassa and Prestea underground projects achieve commercial production.  At that point, the stream percentage will increase to 10.5% of gold produced from the Wassa and Prestea mines until an aggregate 240,000 ounces have been delivered.  Once the applicable delivery threshold is met, the stream percentage will decrease to 5.5% for the remaining term of the transaction.

The Wassa open pit mine and oxide ore mill are located near the village of Akyempim in the Wassa East District, in the Western Region of Ghana, approximately 50 miles north of Cape Coast and 93 miles west of the capital Accra.  The main access to underlying technical data sufficient to prepare its own technical report summary, and the site is fromoperator denied the east, via the Cape Coast to Twifo‑Praso road, then over the combined road‑rail bridge on the Pra River.  There is also an access road from Takoradi in the south via Mpohor.  An airport at Takoradi is capable of handling jet aircraft and is serviced by several commercial flights each day.request.

Prestea is currently an open pit operation producing oxide ore located in the Ashanti gold district in the central eastern section of the Western Region of Ghana, approximately 6 miles south of the town of Bogoso.  Access to the property is by commercial air carrier to Accra and then by vehicle on a paved and gravel road.​

Stream deliveries from Wassa and Prestea were approximately 19,900 ounces of gold during the fiscal year ended June 30, 2017, compared to approximately 21,400 ounces of gold during the fiscal year ended June 30, 2016.Graphic

​

On January 6, 2017, Golden Star announced commercial production at Wassa underground was achieved effective as of January 1, 2017 and that gold production from the Wassa underground operation is anticipated to continue ramping up during calendar 2017.  Golden Star further reported on August 2, 2017, the Prestea underground project, currently in development, is expected to achieve commercial production in the December 2017 quarter.  Prestea underground project is expected to produce between 25,000 and 30,000 ounces during calendar 2017.

Royalty Interests

Cortez (Nevada, USA)Location

Cortez is a series of large open‑open pit and underground mines, utilizing mill and heap leach processing, which are operated by subsidiaries of Barrick.Nevada Gold Mines LLC (“NGM”), a joint venture between Barrick and Newmont with respect to their Nevada operations. We refer to the Cortez property and its multiple mines and projects as the Cortez Complex, and the terms “Cortez” and “Cortez Complex” are used interchangeably. The operation is located approximately 60 air miles95 km southwest of Elko, Nevada, in Lander County.  County, Nevada, at 40.24°N latitude and 116.71°W longitude at an elevation of approximately 1,525 m (mill and administration facility).

​

Cortez is located in the high desert region of the Basin and Range physiographic province. The mean annual temperature is 51°F. Precipitation averages six inches per year, primarily derived from snow and summer thunderstorms.

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Infrastructure

Infrastructure to support the mining and processing operation is in place and well established.

​

The site is reachedaccessed by driving west from Elko on Interstate 80 approximately 46 miles,75 km, and proceeding south on State Highway 306 approximately 23 miles. Our royalty interest56 km. Both US Interstate 80 and Nevada State Route 306 are paved roads.

​

The Union Pacific Rail line runs parallel to US Interstate 80 to the north of Cortez. Elko, the closest city to Cortez, is serviced by daily commercial airline flights to Salt Lake City, Utah.

​

Electric power is provided to the Cortez site by NV Energy by an approximately 80 km long radial transmission line originating at their Falcon substation. The incoming NV Energy line terminates at the Barrick owned Pipeline Substation. Two 120 kV lines that tap onto the NV Energy power line feed Barrick owned 120 kV power lines: an approximately 15 km extension to serve the Cortez Hills development and an approximately 5 km extension to serve the South Pipeline and Crossroads pits.

​

Water for process use at Cortez appliesMill No. 2 is supplied from the Pipeline open pit dewatering system. Approximately 6,600 liters per minute of the pit dewatering volume is diverted for plant use. Additional water can be sourced as needed from wells at Mill No. 1.

​

Cortez is located in a major mining region and labor, contractors and suppliers are well established resources. The majority of the workforce lives in the nearby towns of Elko, Spring Creek, Carlin, and Battle Mountain and travel daily to the mine.

​

Area of Interest

At Cortez, NGM directly controls approximately 124,000 hectares of mineral rights with ownership of mining claims and fee lands. There are 10,869 claims consisting of: 10,012 unpatented lode claims; 575 unpatented mill-site claims; 129 patented lode claims; 125 patented mill-site claims; and 28 unpatented placer claims.

​

We own multiple royalty interests at the Cortez Complex that have been acquired over time. Table 1 below summarizes those royalty interests for each of the deposits at the Cortez Complex. To simplify the overlapping royalties that cover each of the deposits, Table 1 also provides approximate blended royalty rates.

​

For purposes of simplified disclosure, we have divided our royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone. The Legacy Zone is our largest royalty exposure at the Cortez Complex, representing an equivalent 9.4% GSR royalty rate over the Pipeline and South PipelineCrossroads deposits. The CC Zone includes an equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile and Goldrush deposits, parta 2.2% GSR royalty rate over the Goldrush SE deposit and a 0.45% GSR royalty rate over the Robertson deposit.

​

NGM does not provide guidance or production results for the individual mines within the Cortez Complex, and each of the Gap pitNGM partners provides consolidated guidance and results for their respective interests. We have typically provided, and expect to continue to provide, annual guidance for the total gold production subject to the Legacy Zone royalty interest. This guidance includes overlapping contributions from the Pipeline and Crossroads deposit.deposits in certain areas and is not directly comparable to actual production from these deposits.

The royalty interests we hold at​

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Table 1 Cortez include:Complex – Royal Gold Royalty Interests

​

Graphic

​

(1)​

(a)Approximate equivalent royalty after blending the detailed royalty rates. Assumes total deduction to the Rio Tinto Royalty of 3% for the Legacy Royalties and the Idaho Royalty, and a 60% conversion from NVR to GSR rates.

(2)​

Reserve Claims (“GSR1”). This is a sliding‑scale GSR royalty for all products from an area originally known as the “Reserve Claims,” which includes the majorityLegacy Royalties are those royalties held by Royal Gold prior to August 2, 2022, and consist of overlapping royalties on the Pipeline and South Pipeline deposits. Crossroads deposits, with additional royalties covering a portion of the Goldrush deposit and other exploration areas.

(3)​

The overlapping royalties in the Legacy Zone are equivalent to an approximate 8% GSR royalty on production subject to this interest.

(4)​

GSR1 royaltyand GSR2 are sliding-scale gross value royalties that vary from a rate is tiedof 0.4% at gold prices less than $210/oz to the price of gold and does not include indexing for inflation or deflation.  The GSR1 royalty rate is 5.0% at a gold price of $470 per ounce and higher.prices greater than $470/oz.

(5)​

(b)

GAS Claims (“GSR2”). This is a sliding‑scale GSR royalty for all products from an area outside of the Reserve Claims, originally known as the “GAS Claims,” which encompasses approximately 50% of the Gap deposit and allA small portion of the Crossroads deposit. The GSR2deposit has a royalty rate is tied to the gold price, withoutof 4.91%.

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indexing for inflation or deflation.  The GSR2 royalty rate is 5.0% at a gold price of $470 per ounce and higher.

(6)​

(c)NVR2 covers the south-east extension of the Goldrush Project on the Flying T Ranch.

(7)​

Reserve and GAS Claims FixedThe Rio Tinto Royalty (“GSR3”). The GSR3 royalty is a fixedsliding-scale gross value royalty that varies from a rate GSR royalty of 0.7125% and covers0.0% at gold prices less than $400/oz to 3.0% at gold prices greater than $900/oz on 40% of the same cumulative area as is covered by our two sliding‑scale GSR royalties, GSR1 and GSR2, except mining claims that comprise the undeveloped Crossroads deposit.

(d)

Net Value Royalty (“NVR1”). This is a fixed NVR on production from the GAS Claims located on a portion ofundivided Cortez that excludesComplex, excluding the Pipeline open pit.  Refer to Item 1, Business, Fiscal 2017 Business Developments, for further detail on the recent acquisition of additional interests in the NVR1.  With this acquisition, Royal Gold’s interests at Cortez Crossroads now comprise a 4.52% NVR and a 5% sliding-scale GSR royalty at current gold prices.  Royal Gold’s interests on productionexisting Robertson deposits. Deductions from the royalty payment are limited to third party royalties that existed prior to January 1, 2008, which include the Legacy Royalties and the Idaho Royalty.

The Rio Tinto Royalty calculation is:

1.2% x {[(gold produced from all areas excluding Robertson) x (gold price)]LESS

[(gold produced from Pipeline and SouthCrossroads) x (gold price) x (8% GSR approximate royalty rate) +

(gold produced from Goldrush SE) x (gold price) x (1.4167% NVR) +

(gold produced from Pipeline depositsand Crossroads) x (gold price) x (0.689% GSR) +

(gold produced from Cortez Hills, Cortez Pits, Goldrush, Fourmile and Robertson) x (gold price) x

(1.2859% GSR)]}

The total third-party royalty deduction for the Legacy Royalties and the Idaho Royalty can be approximated as well as portions of the Gap deposit now comprise a 4.91% NVR3% through 2032 and a 5.71% GSR royalty at current gold prices.1.4% thereafter.

(8)​

Idaho Royalty rates are rounded.

​

We also own three othertwo additional royalties in the Cortez area where there is currently no production and no mineral resources or mineral reserves attributed to these royalty interests.

​

Royalty Agreements

Cortez GSR1 and GSR2 - Royalty Agreement dated April 1, 1999 between The Cortez Joint Venture (“Cortez JV”), Placer Dome U.S. Inc., and Royal Crescent Valley Inc. (“Royal Crescent”); as amended by that First Amended Memorandum of Grant of Royalty dated April 1, 1999 between Cortez JV, Placer Dome U.S. Inc., Royal Gold and Royal Crescent; that

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Second Amended Memorandum of Grant of Royalty dated December 8, 2000 between Cortez JV, Placer Dome U.S. Inc., Royal Gold and Royal Crescent; that Third Amended Memorandum of Grant of Royalty dated December 17, 2001 between Cortez JV, Placer Dome U.S. Inc., Royal Gold and Royal Crescent; that Fourth Amended Memorandum of Grant of Royalty dated October 1, 2008 between Cortez JV, Royal Gold and Royal Crescent; and subject to that Royalty Deed and Assignment dated October 1, 2008 from Royal Gold to Barrick Gold Finance Inc.

​

Cortez GSR3 - Special Warranty Deed Conveying Overriding Royalty Interest dated June 30, 1993, recorded in Book 396, commencing at Page 23 in Lander County and Book 248, commencing at Page 284 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Overriding Royalty Interest dated August 9, 1993, recorded in Book 400, commencing at Page 328 in Lander County, and in Book 253, commencing at Page 405 in Eureka County.; Special Warranty Deed and Bill of Sale dated June 30, 1993, recorded in Book 396, commencing at Page 160 in Lander County, and in Book 248, commencing at Page 422 in Eureka County, as corrected by Correction Special Warranty Deed and Bill of Sale dated August 9, 1993, recorded in Book 400, commencing at Page 599 in Lander County, and in Book 254, commencing at Page 142 in Eureka County; Special Warranty Deed Conveying Interest in Overriding Royalty dated June 30, 1993, recorded in Book 396, commencing at Page 276 in Lander County, and in Book 249, commencing at Page 1 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Interest in Overriding Royalty dated August 9, 1993, recorded in Book 400, commencing at Page 458 in Lander County, and in Book 254, commencing at Page 001 of the Official Records of Eureka County; Memorandum of Surviving Provisions of the Exchange Agreement dated June 30, 1993, recorded in Book 396, commencing at Page 151 in Lander County, and in Book 248, commencing at Page 412 in Eureka County, as corrected by Corrected Memorandum of Surviving Provisions of Exchange Agreement dated August 9, 1993, recorded in Book 400, commencing at Page 589 in Lander County, and in Book 254, commencing at Page 132 in Eureka County; Exchange Agreement dated June 30, 1993 as amended by First Amendment of Exchange Agreement dated August 9, 1993; Clarification Agreement dated August 11, 1995 between Cortez Joint Venture, Cortez Gold Mines, Placer Dome U.S. Inc., Kennecott Exploration (Australia), Ltd., Idaho Resources Corporation and the Idaho Group of royalty holders, recorded in Book 421, commencing at Page 205 in Lander County, and in Book 287, commencing at Page 552, in Eureka County; subject to certain special warranty deeds dated September 1, 1999; and subject to that Royalty Deed and Assignment dated October 1, 2008 between Royal Gold, Inc. and Barrick Gold Finance Inc.

​

Cortez NVR1 and Cortez NVR1C - Mining Lease dated April 15, 1991 between ECM, Inc. and Placer Dome U.S. Inc., as assigned by that Assignment and Quitclaim Deed dated August 14, 1991 from Placer Dome U.S. Inc. to Cortez Gold Mines, as amended by that First Amendment to Mining Lease dated December 22, 1992 between ECM, Inc. and Placer Dome U.S. Inc., that Second Amendment to Mining Lease dated May 26, 1994 between ECM, Inc. and Cortez Gold Mines, that Third Amendment to Mining Lease dated December 13, 1999 between ECM, Inc. and Cortez Gold Mines, that Fourth Amendment to Mining Lease dated March 23, 2001 between ECM, Inc. and Cortez Joint Venture, dba Cortez Gold Mines, that Fifth Amendment to Mining Lease dated December 6, 2001 between ECM, Inc. and Cortez Joint Venture, dba Cortez Gold Mines, and that Sixth Amendment to Mining Lease dated December 6, 2002 between ECM, Inc. and Cortez Joint Venture, dba Cortez Gold Mines; that Royalty Deed and Agreement dated April 15, 1991 between Royal Crescent and ECM, Inc., as assigned by that Assignment dated April 16, 1992 from Royal Crescent to Crescent Valley Partners, L.P.; as assigned by that Royalty Deed and Assignment dated October 1, 2008 between Crescent Valley Partners, L.P., and Barrick Gold Finance Inc., and that Deed and Assignment dated September 19, 2016 between ECM, Inc. and Denver Mining Finance Company, Inc.

​

Cortez NVR2 - North Mining Lease dated October 16, 2002 between Tom and Volina Connolly, and the Jeannette L. Baumann Trust, and Barrick Gold U.S. Inc., successor to Placer Dome U.S. Inc. (“Barrick Gold U.S.”); South Mining Lease dated October 16, 2002 between Tom and Volina Connolly, and the Jeannette L. Baumann Trust, and Barrick Gold U.S.; North Option Agreement dated October 16, 2002 between Tom and Volina Connolly, and Barrick Gold U.S.; South Option Agreement dated October 16, 2002 between Tom and Volina Connolly, and Barrick; as assigned by that Assignment of Lease dated November 2, 2004 from Tom and Volina Connolly to The Thomas and Volina Connolly Family Trust, assigning its interest in the North Mining Lease; that Assignment of Lease dated November 2, 2004 from Tom and Volina Connolly to The Thomas and Volina Connolly Family Trust; that General Warranty Deed with Reservation of Royalty (North) dated December 11, 2007 from The Thomas and Volina Connolly Family Trust to Barrick Gold U.S., recorded as Document No. 2007-211323 in Eureka County; that General Warranty Deed with Reservation of Royalty (South) dated December 11, 2007 from The Thomas and Volina Connolly Family Trust to Barrick Gold U.S., recorded as Document No. 2007-211324 in Eureka County; as assigned by that Assignment of Mining Leases and Option Agreements

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dated January 7, 2014 between The Thomas and Volina Connolly Family Trust and Royal Gold, Inc., recorded as Document No. 2014-226564 in Eureka County; as assigned by that Deed of Royalty and Assignment of Rights dated January 7, 2014 between The Thomas and Volina Connolly Family Trust and Royal Gold, Inc., recorded as Document No. 2014-226563 in Eureka County; and assigned by that Deed of Mineral Rights dated January 7, 2014 between The Thomas and Volina Connolly Family Trust and Royal Gold, Inc., recorded as Document No. 2014-226562 in Eureka County.

​

Rio Tinto Royalty - Rio Tinto Production Royalty Deed dated March 5, 2008 between Kennecott Royalty Company, successor to Kennecott Explorations (Australia) Ltd., and Barrick Gold Finance, Inc., recorded as Document No. 2008-211704 in Eureka County, and as Document No. 250801 in Lander County; as assigned by that Assignment of Production Royalty (Cortez Royalty; Lander and Eureka Counties, Nevada) between Kennecott Royalty Company and RG Royalties, LLC, recorded as Document No. 2022-248598 in Eureka County, and as Document No. 306208 in Lander County.

​

Idaho Royalty - Special Warranty Deed Conveying Overriding Royalty Interest dated June 30, 1993, recorded in Book 396, commencing at Page 23 in Lander County and Book 248, commencing at Page 284 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Overriding Royalty Interest dated August 9, 1993, recorded in Book 400, commencing at Page 328 in Lander County, and in Book 253, commencing at Page 405 in Eureka County.; Special Warranty Deed and Bill of Sale dated June 30, 1993, recorded in Book 396, commencing at Page 160 in Lander County, and in Book 248, commencing at Page 422 in Eureka County, as corrected by Correction Special Warranty Deed and Bill of Sale dated August 9, 1993, recorded in Book 400, commencing at Page 599 in Lander County, and in Book 254, commencing at Page 142 in Eureka County; Special Warranty Deed Conveying Interest in Overriding Royalty dated June 30, 1993, recorded in Book 396, commencing at Page 276 in Lander County, and in Book 249, commencing at Page 1 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Interest in Overriding Royalty dated August 9, 1993, recorded in Book 400, commencing at Page 458 in Lander County, and in Book 254, commencing at Page 001 of the Official Records of Eureka County; Memorandum of Surviving Provisions of the Exchange Agreement dated June 30, 1993, recorded in Book 396, commencing at Page 151 in Lander County, and in Book 248, commencing at Page 412 in Eureka County, as corrected by Corrected Memorandum of Surviving Provisions of Exchange Agreement dated August 9, 1993, recorded in Book 400, commencing at Page 589 in Lander County, and in Book 254, commencing at Page 132 in Eureka County; Exchange Agreement dated June 30, 1993 as amended by First Amendment of Exchange Agreement dated August 9, 1993; Clarification Agreement dated August 11, 1995 between Cortez Joint Venture, Cortez Gold Mines, Placer Dome U.S. Inc., Kennecott Exploration (Australia), Ltd., Idaho Resources Corporation and the Idaho Group of royalty holders, recorded in Book 421, commencing at Page 205 in Lander County, and in Book 287, commencing at Page 552, in Eureka County; subject to certain special warranty deeds dated effective December 30, 2022.

​

Property Description

The Cortez Complex is a combination of open pit and underground mining operations and projects owned and operated by NGM. NGM combined Newmont and Barrick assets across Nevada in 2019 to allow for operational integration between projects held by Newmont and Barrick. NGM is operated by Barrick.

​

The Cortez Complex comprises the Pipeline, Crossroads, Cortez Hills, Cortez Pits and Gold Acres open pit operations, the Cortez Hills underground mining operation, and the Goldrush, Fourmile and Robertson development projects. The Fourmile project is 100% owned by Barrick and is not currently included in the NGM joint venture but may be contributed to the joint venture if certain criteria are met in the future.

​

Deposits within the Pipeline/Crossroads complex and Cortez Pits are mined by conventional open pit methods. Open pit operations moved 115 million tonnes of combined ore and waste in 2023. Two different mining methods are used at the underground operations, long-hole open stoping and drift-and-fill. Underground operations at Cortez Hills are based on an ore production rate of 3,500 tpd.

​

The gold-recovery process used at the Cortez Complex is determined by considering the grade and metallurgical character of the particular ore: lower grade ROM oxide ore is heap leached at existing facilities; higher-grade non-refractory ore is treated in a conventional mill using cyanidation and the CIL process; and refractory ore is stockpiled on site in designated areas and trucked to the nearby Carlin Complex for processing. Gold recovered from the ore is processed into doré on site and shipped to outside refineries for processing into gold bullion.

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​

The active heap leach facilities are located at the Pipeline and Cortez Hills complexes. Milling activities at Cortez are conducted at the Pipeline complex, which includes crushing and grinding facilities, CIL circuits, reagent storage areas and a recovery/refining circuit. Plant throughput can reach up to 16,300 tpd depending on the hardness of the ore being processed.

​

The Goldrush underground project is currently in development. The primary access is a set of twin declines developed to allow exploration and initial test stoping on the orebody. The primary method of extraction at the Goldrush mine is longhole open stoping. The basic mining unit is a stope with the dimensions of 15 m (width) by 15 m (strike length) by 20 m (height). The stopes will be extracted on a transverse primary/secondary system with (where possible), a continuous mining front. Broken material is hauled from the mine using 63-tonne capacity haul trucks out of the mine declines. Void space is then filled with cemented rock fill. A paste plant is expected to be constructed to provide backfill.

​

Most of the Goldrush deposit contains typical double refractory roast-type ore (gold locked in sulfides and organic preg-robbing carbon present). All Goldrush samples showed a relatively high gold recovery in the bench-scale roast tests. Both the Carlin and Gold Quarry roasters at NGM’s Carlin Complex are capable of generating high gold recoveries from the Goldrush ore, and ore is expected to be trucked and processed at both facilities.

Barrick has reported that development of the Robertson open pit project is proposed to be in alignment with the Cortez Complex open pit operations, using conventional drill and blast techniques and truck and shovel fleet. Material is expected to be drilled, blasted and mined on 12 m benches. All mineralization is anticipated to be oxide and is currently planned to be processed at the Pipeline mill or on a future leach pad that will be constructed at the Robertson complex.

Graphic

Source: Barrick, 2022

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Age and Condition of Infrastructure

Construction of Mill #2 and associated infrastructure was completed in 1997 with the initial mining of the Pipeline deposit.

​

Royal Gold does not have current specific information on the physical condition of the equipment, facilities, infrastructure, or underground development of the Cortez complex mining operations.

​

Book Value

The operator does not provide Royal Gold with the operator’s book value or total cost detail for the property and associated plant and equipment.

​

Property History

In 1964, a joint venture was formed to explore the Cortez area. In 1969, the original Cortez mine went into production. From 1969 to 1997, gold ore was sourced from open pits at Cortez, Gold Acres, Horse Canyon and Crescent. In 1991, the Pipeline and South Pipeline deposits were discovered, with development approval received in 1996. In 1998, the Cortez Pediment deposit was discovered, with the Cortez Hills discovery announced in April 2003. The Cortez Hills development was approved by Placer Dome and Kennecott, then joint venturers, in September 2005 and confirmed by Barrick in 2006. Barrick obtained an interest in the Cortez property through its acquisition of Placer Dome in 2006. Barrick consolidated its 100% interest in the property following its purchase of the Kennecott interest in 2008. On July 1, 2019, Barrick’s interest in Cortez was contributed to NGM.

​

Barrick purchased the Robertson property from Coral Gold Resources Ltd. in June 2017. The property is located 10 km due north of the Pipeline mill and administration complex. Robertson is the subject of a feasibility study based on open pit mining and ore processing at the Pipeline mill and heap leach facilities.

​

Permitting and Encumbrances

A number of federal and state permits are required to operate the Cortez mine. Cortez adheres to permitting guidelines from the U.S. Bureau of Land Management (“BLM”), the Nevada Revised Statutes, the Nevada Administrative Code, and additional federal government requirements.

​

The Cortez operations are predominantly located on public lands administered by the BLM with a small portion on private lands owned by Barrick Cortez Inc. The operations are located in Eureka and Lander Counties with BLM jurisdiction from the Battle Mountain and Elko field offices. No facilities are located in Eureka County, however, the Cortez boundary extends onto BLM-administered lands in Eureka County to accommodate a portion of the Cortez Hills open pit and ancillary facilities.

​

The major permits required for operating on public lands are the approval of the Plan of Operation (“POO”) by the BLM and a Reclamation Permit from the BLM and Nevada Division of Environmental Protection (“NDEP”). The Cortez property has received approval for a number of POOs and reclamation permits since the early 1980s. Permits were issued to allow mining and processing of ore from the East Pit, Horse Canyon Pit, Gold Acres, South Extension Pit, Cortez Canyon, and other areas that are no longer actively mined. The major environmental analysis documents (e.g. Environmental Assessment, EIS, Supplemental Environmental Impact Statement, Record of Decision (“ROD”), Finding of No Significant Impact and POOs that have been issued for the currently active areas of Cortez (i.e., Crossroads, Pipeline, and Cortez Hills).

​

Reclamation of disturbed areas resulting from mining activities will follow the approved Reclamation Plan and will be completed in accordance with BLM and NDEP regulations that are intended to prevent unnecessary or undue degradation of public lands by operators authorized by the mining laws. The state of Nevada requires a reclamation bond based on the disturbed areas. The surety amount is reviewed every three years or whenever a POO amendment is submitted for review and approval to determine if the current bond is still adequate to execute the approved Reclamation Plan. The permit is valid for the life of the Mine unless it is modified, suspended, or revoked by NDEP.

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The State of Nevada imposes a 5% Net Proceeds of Minerals tax on the value of all minerals severed in the State. This tax is calculated and paid based on a prescribed net income formula which is different from book income.

Property Geology

The Cortez property is situated along the Cortez/Battle Mountain trend. The principal gold deposits and mining operations are located in the southern portion of Crescent Valley, which was formed by basin and range extensional tectonism.

​

Mineralization is sedimentary rock-hosted and consists of submicron to micrometer-sized gold particles and gold in solid solution in pyrite. Mineralization is disseminated throughout the host rock matrix in zones of silicified, decarbonatized, and/or argillized, silty calcareous rocks.

​

The Cortez Hills deposit consists of the Breccia Zone, Middle Zone, Lower Zone, Renegade Zone and the Pediment deposit. The maximum strike length of mineralization in the Cortez Hills deposit is approximately 1,300 m, and the maximum width is approximately 420 m. The mineralized zone starts at approximately 120 m below surface and continues to more than 600 m below surface. Select areas of the underground mineral resource have expansion potential. Exploration to fully delineate the extent of the Cortez Hills deposit is ongoing.

​

Ore at the Pipeline complex deposit is hosted within silty carbonates associated with the Roberts Mountain and Wenban formations. The maximum strike length of mineralization in the Pipeline deposit is approximately 2,400 m and the maximum width is approximately 1,500 m. The mineralized zone starts approximately 60 m below surface and continues to 600 m below surface.

​

The Goldrush deposit has a maximum thickness of 76 m, a width of about 425 m, and extends along strike for approximately 5,275 m. The deepest significant intercept is currently at 1,435 m. The Goldrush system remains open to the north into Fourmile, to the southeast, and in multiple directions in the Ken Balleweg (KB) Domain.

​

Robertson is an igneous related gold system. Gold mineralization is found in Upper Plate siliciclastics of the Devonian Slaven and Silurian Elder formations, as well as inside Eocene intermediate composition igneous rocks, primarily diorite and granodiorite. Mineralization is primarily concentrated around the Tenabo Stock in three main areas: Gold Pan in the northwest, Porphyry in the east to northeast, and Altenburg Hill in the southeast. Gold is associated with bismuth and tellurium and is commonly found in association with arsenopyrite and loellingite (FeAsS). Gold at Robertson is present as native gold, with minor electrum, and all gold present is free-milling.

​

Mineral Resources and Mineral Reserves

Table 1 Cortez – Summary of Gold Mineral Resources at December 31, 2023,
Based on $1,700 Au (1),(2),(3)

​

​

​

Amount

Tonnes (M)

Au Grade

gpt

Cut-Off Grade

Metallurgical Recovery

Measured Mineral Resources

-

-

(4)

(5)

Indicated Mineral Resources

99

1.68

(4)

(5)

Measured + Indicated Mineral Resources

99

1.68

(4)

(5)

Inferred Mineral Resources

166

1.72

(4)

(5)

​

​

​

​

​

​

​

​

(1)

Reported mineral resource is as of December 31, 2023. Barrick reports mineral resources pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(2)

Mineral resources are presented exclusive of mineral reserves.

(3)

We control various royalty positions at Cortez, including (i) the overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR3, NVR1 and NVR1C), which are equivalent to an approximate 8% gross smelter return royalty and cover (as of December 31, 2021) 5.2 million tonnes of measured and indicated mineral resources at an average grade of 1.33 gpt; (ii) NVR2 over a portion of the Goldrush property, which is a 1% NVR covering 0.9 million tonnes of indicated

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resource averaging 4.42 gpt and 2.1 million tonnes of inferred resources grading 4.67 gpt.; (iii) The Rio Tinto Royalty, which is an effective 1.2% gross royalty on the Cortez Complex (excluding the existing Robertson deposits) at gold prices above $900 per ounce; and (iv) the Idaho Royalty, which is an approximate 0.24% gross royalty covering areas including the Pipeline and Crossroads deposits, and an approximate 0.45% gross royalty covering areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. Barrick has updated mineral resource reporting for Cortez as of December 31, 2022, but has not yet provided us with the breakdown by region. Our royalties for Cortez cover all metals, but Barrick reports only gold resources for Cortez.

(4)

Specific cut-off grades for mineral resource estimates for Cortez have not been disclosed by Barrick.

(5)    

Metallurgical recovery assumptions for Cortez have not been disclosed by Barrick.

​

Table 2 Cortez – Summary of Gold Mineral Reserves at December 31, 2023,
Based on $1,300 Au and $18 Ag (1),(2)

​

​

​

​

Amount

Tonnes (M)

Au Grade

gpt

​

Cut-Off Grade

Metallurgical Recovery

Proven Mineral Reserves

1.8

1.86

(3)

(4)

Probable Mineral Reserves

211

2.13

(3)

(4)

Total Mineral Reserves

213

2.15

(3)

(4)

​

​

​

(1)

Reported mineral reserve is as of December 31, 2023. Barrick reports mineral reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations.

(2)

We control various royalty positions at Cortez, including (i) the overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR3, NVR1 and NVR1C), which are equivalent to an approximate 8% gross smelter return royalty and cover (as of December 31, 2021) 56.6 million tonnes of proven and probable reserves at an average grade of 1.65 gpt; (ii) NVR2 over a portion of the Goldrush property, which is a 1% NVR covering 4.9 million tonnes of probable reserves averaging 7.13 gpt; (iii) The Rio Tinto Royalty, which is an effective 1.2% gross royalty on the Cortez Complex (excluding the existing Robertson deposits) at gold prices above $900 per ounce; and (iv) the Idaho Royalty, which is an approximate 0.24% gross royalty covering areas including the Pipeline and Crossroads deposits, and an approximate 0.45% gross royalty covering areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. Barrick has updated reserve reporting for Cortez, but has not yet provided us with the breakdown by region. Our royalties for Cortez cover all metals, but Barrick reports only gold reserves for the property.

(3)

Specific cut-off grades for mineral reserve estimates for Cortez have not been disclosed by Barrick.

(4)

Metallurgical recovery assumptions for Cortez have not been disclosed by Barrick.

​

Change in Mineral Resources and Mineral Reserves from Prior Year

From December 31, 2022 to December 31, 2023, measured and indicated gold mineral resources have increased from 5.2 million to 5.4 million ounces (3%) and proven and probable gold mineral reserves have decreased from 15.7 million to 14.7 million ounces (6%), primarily as a result of mining depletion, partially offset by reserves replacement.

​

Recent Developments

​

Production attributable to our royalty interestinterests at the Cortez decreased approximately 13% during our fiscalComplex for the year ended June 30, 2017, whenDecember 31, 2023, was approximately 890,700 ounces of gold, of which 396,000 ounces were attributable to the Legacy Zone, and 494,700 ounces were attributable to the CC Zone, compared to approximately 414,100 ounces of gold for the fiscal year ended June 30, 2016,December 31, 2022, of which 299,800 ounces were attributable to the Legacy Zone, and 114,400 ounces were attributable to the CC Zone. The increase was in-line withprimarily due to the addition of new royalties in 2022 that increased royalty coverage over producing areas within the Cortez Complex.

​

On December 11, 2023, Barrick reported that the ROD approving the plan of operations for the new Goldrush mine plan.  Waste strippingwas issued by the BLM, approximately 6 months later than Barrick’s initial expectation. Barrick anticipates production to ramp up in 2024 after commissioning of the initial project infrastructure, and has forecasted gold production from Goldrush of 130,000 ounces in 2024, growing to approximately 400,000 ounces per year in 2028 (100% basis).

​

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Further, on February 14, 2024, Barrick reported that production at Crossroads, which is subject to our NVR1 royalty interest, restartedthe Cortez Complex in October 2016 and is currently ongoing.  Production from Crossroads2024 is expected to beginbe lower in calendar 2018.2024 relative to 2023 primarily due to changes in the Crossroads resource model that are expected to reduce oxide mill feed. Barrick expects this reduction to be partially offset by a higher contribution from Goldrush, although the delay in receiving the ROD during 2023 has pushed some production at Goldrush from 2024 into 2025. Barrick is expecting gold production at the Cortez Complex to be 620,000 to 680,000 ounces in 2024 (100% basis).

​

Peñasquito

​

The disclosures below regarding Peñasquito (Zacatecas, Mexico)

We own a production payment equivalent to a 2.0% NSR royalty on all metal productionare derived from the Peñasquito open‑pit mine, locatedNI 43-101 Technical Report dated June 30, 2018 pursuant to NI 43-101 and CIM Standards, and the mineral resource and reserve updates are derived from Newmont’s 10-K dated December 31, 2022, pursuant to SK1300. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, and the State of Zacatecas, Mexico, and operated by a subsidiary of Goldcorp Inc. (“Goldcorp”). operator denied the request.

​

Graphic

​

Location

The Peñasquito project isopen pit mine and ore processing facilities are located approximately 17 miles200 km northeast of the city of Zacatecas and 27 km west of the town of Concepción del Oro, Zacatecas, Mexico. Mexico, at 24.65°N latitude and 101.68°W longitude.

​

The project, composedterrain is generally flat, with some rolling hills, and the prevailing elevation of two main deposits called Peñascothe property is approximately 1,900 m above sea level. The climate is generally dry with precipitation being limited for the most part to a rainy season in the months of June and Chile Colorado, hosts large gold, silver, zincJuly. Annual precipitation for the area is approximately 700 mm.

​

Infrastructure

Infrastructure to support the mining and lead reserves. The deposits contain both oxideprocessing operation is in place and sulfide material, resulting in heap leach and mill processing.  well established.

​

There are two access routes to the site. The first is via a turnoff from Highway 54 onto the State La Pardita road, then onto the Mazapil to Cedros State road. The second access is via the Salaverna by‑passby-pass road from Highway 54 approximately 16 miles25 km south of Concepción del Oro. The Salaverna by-pass is a new, purpose-built gravel road that eliminates the steep

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switchback sections of cobblestone road just west of Concepción Del Oro and passes the town of Mazapil. From Mazapil, this is a well-maintained gravel road that accesses the main gate of the mine.

​

The closest rail link is 100 km to the west.

​

There is a private airport on site and commercial airports in the cities of Saltillo, Zacatecas and Monterrey. Travel from Monterrey/Saltillo is approximately 255 km, about three hours to site. Travel from Zacatecas is approximately 270 km, about 3.5 hours to site.

​

Power is supplied from the 182 MW power purchase agreement with InterGen, delivered to the mine by the Mexican Federal Electricity Commission (Comisión Federal de Electricidad or CFE). CFE also continues to provide backup power supply for both planned and unplanned shutdowns from the InterGen power plant.

​

Process and potable water for the Peñasquito mine is sourced from the Torres-Vergel well field located 6 km west of the Peñasquito Mine and an additional groundwater source within the Cedros basin named the Northern Well Field.

​

The mine has received permits to pump up to 4 million m3 of this water per year via eight water rights titles over the Torres and Vergel water well field and Northern Well field. Peñasquito continuously monitors the aquifers to ensure they remain sustainable, through a network of monitoring wells to measure water levels and water quality.

​

A skilled labor force is available in the region and surrounding mining areas of Mexico. Fuel and supplies are sourced from nearby regional centers such as Monterrey, Monclova, Saltillo and Zacatecas and imports from the U.S. via Laredo.

​

Site accommodations comprise a camp with full dining, laundry and recreational facilities.

​

Area of Interest

At Peñasquito, our royalty interest covers 20 mining concessions comprising 45,823 hectares covering the Chile Colorado and Peñasco open pit mines.

​

Royalty Agreement

Under theTermination of Property Rights Agreement dated May 5, 1999, between Kennecott Exploration Company, Minera Kennecott S.A. de C.V. (together, “Kennecott”), Western Copper Holdings Ltd and Minera Western Copper S.A. de C.V., and assigned by Kennecott to Royal Gold silver,in 2006 and as supplemented in 2012, we own a production payment equivalent to a 2.0% NSR royalty on all metal production from the Peñasquito open pit mine, located in the State of Zacatecas, Mexico, and operated by a subsidiary of Newmont.

​

Property Description

The Peñasquito mine is a production stage property comprised of two open pit surface mines and a complex flotation and pyrite leaching processing facility.

​

The open pit operation is undertaken using a conventional truck-and-shovel fleet that consists of five rope shovels, three hydraulic shovels, 3 front-end loaders paired with 82 haul trucks with a 312-tonne payload capacity, and nine blasthole drills.

​

The Peñasquito Operations currently consist of a sulfide plant that processes a maximum of 119,000 t/d of sulfide ore. The sulfide process plant design was based on a combination of metallurgical test work, previous study designs, and previous operating experience. The design is conventional to the gold industry and has no novel parameters.

​

The sulfide plant consists of the following units: coarse ore stockpile; grinding (semi-autogenous grind (SAG) and ball) mills circuit; augmented feed circuit (cone crusher, pebble crusher and high-pressure grind roll (HPGR)) and carbon, lead and zinc flotation circuits.

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A pyrite leach process circuit treats the zinc rougher tailing from the concentrator for recovery of residual gold and silver. The process comprises pyrite rougher and cleaner flotation, pre-cleaner concentrate regrinding, pyrite thickening, and post-cleaner regrind, agitated tank leaching, counter-current decantation, Merrill-Crowe precipitation, precious metals refining and a cyanide detoxification circuit. The pyrite leach process circuit produces doré bars.

​

The markets for the lead and zinc concentrates from the Peñasquito mine are worldwide with smelters located in Mexico, Canada, United States, Asia and Europe.

​

All required project infrastructure, such as roadways, mine and administration buildings, process plant, explosives storage facility, fuel farm, truck shop, workshops and security, has been constructed and is operational.

​

Age and Condition of Infrastructure

Mine construction commenced in 2007. Sulfide processing plants were commissioned in 2009 and 2010. A pyrite leach project for leaching gold from pyrite tailings was completed in 2018.

​

Royal Gold does not have specific information as to the physical condition or the age or condition of the equipment and infrastructure.

​

Book Value

The operator does not provide Royal Gold with the operator’s book value or total cost detail for the property and associated plant and equipment.

​

Property History

In 1568, Spanish explorers discovered gold-silver deposits at Concepcion del Oro, 30 km to the east of the Peñasquito operations. Since then, the Concepcion del Oro area has produced 1.5 million ounces of gold and 250 million ounces of silver. About the same time, the Spanish also worked at the project developing shallow shafts and pits.

​

A summary of the known project owners over the mineral concessions covering the Peñasquito operations area are as follows:

​

●Minera Peñoles, 1950’s
●Minera Kennecott SA de CC, 1994-1998
●Western Copper Holdings Lts, 1998
●Minera Hochschilds S.A., 2000
●Western Copper, 2000-2003
●Western Silver Corporation, 2003-2006
●Goldcorp, 2006-2019
●Newmont, 2019-present

Mine construction commenced in 2007. Initial concentrates were produced as part of the commissioning process in October 2009. A second sulfide processing line was commissioned in June 2010. A pyrite leach project for leaching gold from pyrite tailings was completed in November 2018. The property was acquired in April 2019 by Newmont upon the acquisition of Goldcorp.

​

Permitting and Encumbrances

Surface rights in the vicinity of the Peñasco and Chile Colorado open pits are held by three ejidos: Ejido Cedros, Ejido Mazapil and Ejido Cerro Gordo. Peñasquito has signed land use agreements with each ejidos, valid through 2035 and 2036, and the relevant private owners. In August 2020, Newmont and the Cedros General Assembly ratified the definitive agreement that was reached on April 22, 2020 and resolved all outstanding disputes between Peñasquito and the San Juan

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de Cedros community. In addition, easements have been granted in association with the La Pardita-Cedros Highway and the El Salero-Peñasquito powerline.

​

Newmont holds the appropriate permits under local, State and Federal laws to allow mining operations. Key permits include: environmental impact assessment; land use change; environmental risk; waste management; concession title for groundwater extraction; waste water discharge permit; environmental license (Licencia Ambiental Única); explosives permit; and accident prevention program.

​

Property Geology

The Peñasquito operation consists of two deposits: the Peñasco deposit, centered on a diatreme breccia pipe; and the Chile Colorado deposit, comprised of mineralized sedimentary rocks adjacent to the Brecha Azul diatreme. The diatreme and sediments contain and are surrounded by disseminated, veinlet and vein-hosted sulfides and sulfosalts containing base metals, silver, and gold.

​

Peñasco and Brecha Azul, which are funnel-shaped breccia pipes, flare upward and are filled with brecciated sedimentary and intrusive rocks, cut by intrusive dikes. The two diatremes are considered to represent breccia-pipe deposits developed as a result of Tertiary intrusion-related hydrothermal activity. Alteration mineral zoning, porphyry intrusion breccia clasts, and dikes all suggest the diatreme-hosted deposits represent distal mineralization some distance above an underlying quartz-feldspar porphyry system.

​

The larger diatreme, Peñasco, has dimensions of 900 m by 800 m immediately beneath surface alluvial cover, and diatreme breccias extend to at least 1,000 m below surface. The Brecha Azul diatreme, which lies to the southeast of Peñasco, is about 500 m in diameter immediately below alluvium, and diatreme breccias also extend to at least 1,000 m below surface. Porphyritic intrusive rocks intersected in drilling beneath the breccias may connect the pipes at depth.

​

Chile Colorado is a mineralized stock work located southwest of Brecha Azul in sediments of the Caracol Formation, with the geometry of approximately 600 m by 400 m immediately beneath surface alluvial cover, and it extends to at least 500 m below the surface.

​

Polymetallic mineralization is hosted by the diatreme breccias, intrusive dikes, and surrounding siltstone and sandstone units of the Caracol Formation. The diatreme breccias are broadly classified into three units, in order of occurrence from top to bottom within the breccia column, which are determined by clast composition:

​

●Sediment-clast breccia;
●Mixed-clast breccia (sedimentary and igneous clasts); and
●Intrusive-clast breccia.

​

Mineralization consists of disseminations, veinlets and veins of various combinations of medium to coarse-grained pyrite, sphalerite, galena, and argentite (Ag2S). Sulfosalts of various compositions are also abundant in places, including bournonite (PbCuSbS3), jamesonite (PbSb2S4), tetrahedrite, polybasite (Ag,Cu)16 (Sb,As)2S11, and pyrogyrite (Ag3SbS3). Stibnite (Sb2S3), rare hessite (AgTe), chalcopyrite, and molybdenite have also been identified. Telluride minerals are the main gold-bearing phase, with electrum and native gold also being identified.

​

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Mineral Resources and Mineral Reserves

Table 1 Peñasquito – Summary of Gold, Silver, Lead, and Zinc Mineral Resources at December 31, 2022,
Based on $1,600 Au, $23.00 Ag, $1.20 Pb, and $1.45 Zn (1),(2),(3)

​

​

​

Amount

Tonnes (M)

Au Grade

gpt

Ag Grade

gpt

Pb Grade

%

Zn Grade

%

Cut-Off Grade

Metallurgical Recovery

Measured Mineral Resources

47.4

0.25

23.94

0.26

0.62

(4)

(5)

Indicated Mineral Resources

263.5

0.25

23.99

0.23

0.53

(4)

(5)

Measured + Indicated Mineral Resources

310.9

0.26

23.98

0.23

0.54

(4)

(5)

Inferred Mineral Resources

84.7

0.41

27.24

0.23

0.53

(4)

(5)

​

​

(1)​

Reported mineral resource is as of December 31, 2022. Newmont reports mineral resources pursuant to SK1300.

(2)​

Mineral resources are presented exclusive of mineral reserves.

(3)​

Our interest at Peñasquito is a 2.0% NSR on all metals. The mineral resources listed are 100% of the mineral resources to which our royalty interest applies.

(4)​

Gold cut-off grade varies with level of silver, lead, and zinc credits. Specific cut-off grades have not been disclosed by the operator.

(5)​

Peñasquito mineral resources are presented assuming a 69% average metallurgical recovery for gold, 87% recovery for silver, 81% recovery for zinc, and 72% recovery for lead.

​

Table 2 Peñasquito – Summary of Gold, Silver, Lead, and Zinc Mineral Reserves at December 31, 2022,
Based on $1,400 Au, $20,00 Ag, $1.00 Pb, and $1.20 Zn (1),(2)

​

​

​

​

​

Amount

Tonnes (M)

Au Grade

gpt

Ag Grade

gpt

Pb Grade

%

Zn Grade

%

Cut-Of Grade

Metallurgical Recovery

Proven Mineral Reserves

104.4

0.58

38.00

0.36

0.94

(3)

(4)

Probable Mineral Reserves

212.0

0.51

32.04

0.31

0.72

(3)

(4)

Total Mineral Reserves

316.4

0.53

34.01

0.33

0.79

(3)

(4)

​

​

(1)​

Reported mineral reserve is as of December 31, 2022. Newmont reports mineral reserves pursuant to SK1300.

(2)​

Our interest at Peñasquito is a 2.0% NSR on all metals. The mineral reserves listed are 100% of the mineral reserves to which our royalty interest applies.

(3)​

Gold cut-off grade varies with level of silver, lead, and zinc credits. Specific cut-off grades have not been disclosed by the operator.

(4)​

Peñasquito mineral reserves are presented assuming a 69% average metallurgical recovery for gold, 86% recovery for silver, 81% recovery for zinc, and 72% recovery for lead.

​

Change in Mineral Resources and Mineral Reserves from Prior Year

The previous mineral resources and mineral reserves reported by Newmont were as of December 31, 2021. Compared to the previous statement, Newmont’s reported 2022 reserves and resources showed a decrease in mineral reserves primarily a result of mining depletion and an increase in mineral resources due to a positive revision at Peñasquito, as summarized in the following table.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

 

Proven and Probable Mineral Reserves

Measured and Indicated Mineral Resources

 

12/31/2021

12/31/2022

% Change

12/31/2021

12/31/2022

% Change

Au ounces (M)

6.3

5.4

-15%

1.80

2.58

+45%

Ag ounces (M)

392.9

346.1

-12%

175.6

239.8

+37%

Pb Lbs. (B)

2.58

2.29

-11%

1.21

1.61

+33%

Zn Lbs. (B)

6.24

5.53

-11%

2.68

3.73

+39%

​

66

Table of Contents

Recent Developments

​

During the year ended December 31, 2023, gold production attributable toreported for our royalty interest at Peñasquito decreasedwas approximately 5%, 3%, 7%129,600 ounces; silver production was approximately 16.7 million ounces; lead production was approximately 107 million pounds; and 5%, respectively, duringzinc production was approximately 222 million pounds. During the fiscal year ended June 30, 2017, when comparedDecember 31, 2022, gold production reported for our royalty interest was approximately 573,000 ounces; silver production was approximately 29.7 million ounces; lead production was approximately 147 million pounds; and zinc production was approximately 373 million pounds.

The decrease in production was primarily due to the fiscal year endedstrike from June 30, 2016.

Goldcorp expects mine grade7, 2023 through October 13, 2023 at Peñasquito by the National Union of Mine and Metal Workers of the Mexican Republic ("the Union"). On October 26, 2023, Newmont reported that a definitive agreement between Newmont and the Union was reached on October 13, 2023, ramp-up of operations had commenced, and that operations at Peñasquito were expected to decline in the second half of calendar 2017, consistent with their earlier expectations. Starting late in the December 2017 quarter and through calendar 2018, Goldcorp expects to feed the mill a higher proportion of lower grade ore and stockpiled material.  The feed will then revert back to higher grade ore in calendar 2019 when the Phase 6 stripping program exposes higher grade ore in the Peñasco pit.

Goldcorp announced the Pyrite Leach Project achieved construction progress of 14% and engineering progress of 94% atreach full operating capacity by the end of the June 2017 quarter.  Major procurement activities are nearing completion, material and equipment is arriving on-site and major works contractors have mobilized to site.  Earthworks activities are complete, concrete works are underway, and mechanical installation work commenced and is ramping-up.

Goldcorp also announced the Carbon Pre-flotation Project ("CPP") is being constructed, which will allow Peñasquito to process ore which was previously considered uneconomic, including significant amounts already in stockpiles.  CPP earthworks are substantially complete and the concrete works are underway.  The mechanical works contractor is mobilizing and will ramp up during the September 2017 quarter.  Goldcorp stated the project remains on budget and on schedule.

24

Table of Contents

Principal Development Stage Properties

The following is a description of our principal development stage properties (listed in alphabetical order).  Reserves for our development stage properties are summarized below in Table 1 as part of this Item 2, Properties.

Pascua‑Lama Project (Region III, Chile)

We own a 0.78% to 5.45% sliding‑scale NSR royalty on the Pascua‑Lama project, which straddles the border between Argentina and Chile, and is being developed by Barrick.  The Company owns an additional royalty equivalent to 1.09% of proceeds from copper produced from the Chilean portion of the project, net of allowable deductions, sold on or after January 1, 2017. The Pascua‑Lama project is located within 7 miles of Barrick’s operating Veladero mine. Access to the project is from the city of Vallenar, Region III, Chile, via secondary roads C‑485 to Alto del Carmen, Chile, and C‑489 from Alto del Carmen to El Corral, Chile.

Our royalty interests are applicable to all gold and copper production from the portion of the Pascua‑Lama project lying on the Chilean side of the border. In addition, our interest at Pascua‑Lama contains certain contingent rights and obligations. Specifically, (i) if gold prices exceed $600 per ounce for any six month period during the first 36 months of commercial production from the project, the Company would make a one‑time payment of $8.4 million; (ii) approximately 20% of the royalty is limited to 14.0 million ounces of gold produced from the project, while 24% of the royalty can be extended beyond 14.0 million ounces of gold produced for a one‑time payment of $4.4 million; and (iii) we can also increase our interest in two one‑time payments from $0.5 million to $1.5 million, which are payable by Barrick upon the achievement of certain production thresholds at Pascua‑Lama.

The sliding‑scale NSR royalty is based upon the gold price as shown in the following table:

 

 

 

 

 

    

NSR

 

London Bullion Market Association P.M.

 

Royalty

 

Monthly Average Price of Gold per Ounce (US$)

 

Percentage

 

less than $325

 

0.78

%

$400

 

1.57

%

$500

 

2.72

%

$600

 

3.56

%

$700

 

4.39

%

$800 or greater

 

5.45

%

Note: Royalty rate is interpolated between the upper and lower endpoints.

Pascua‑Lama is one of the world’s largest gold deposits with approximately 11.7 million ounces of proven and probable gold reserves subject our royalty interest, approximately 420.7 million pounds of copper contained within the gold reserves, and an expected mine life of 25 years.  Barrick expects Pascua‑Lama to produce an average of 800,000 to 850,000 ounces of gold during its first full five years of operation, which is based on the current open-pit mining plan. 

In calendar 2017, Barrick anticipates expenditures of approximately $175 to $195 million for the project, primarily related to prefeasibility studies, water management and monitoring activities as part of the project's temporary suspension plan.  A decision to restart development of the project will depend on improved economics and more certainty regarding legal and permitting matters.

Barrick completed evaluation work in calendar 2016, which indicated that a modest, scalable starter project at Lama—the Argentinian portion of the Pascua-Lama project—using underground mining methods may represent the best option to begin a phased development plan for Pascua-Lama.  If successful, cash flow from Lama could be used to fund additional development on both sides of the border over time.  Barrick stated they initiated a prefeasibility study to evaluate the construction of an underground mine at Lama, on the Argentinean side of the Pascua-Lama project.  Optimization work in Chile remains underway.

25

Table of Contents

On April 6, 2017, Barrick announced a strategic cooperation agreement with Shandong Gold Mining Co., Ltd (“Shandong Gold”).  As a next step, Barrick and Shandong Gold will jointly explore the potential development of Pascua-Lama, and will evaluate additional investment opportunities.

Rainy River (Ontario, Canada)

RGLD Gold owns the right to purchase 6.50% of the gold produced from the Rainy River project until 230,000 gold ounces have been delivered, and 3.25% thereafter; and 60% of the silver produced from the Rainy River project until 3.1 million silver ounces have been delivered, and 30% thereafter. The cash purchase price for the gold and silver ounces is 25% of the spot price per ounce of gold or silver at the time of delivery.

The Rainy River project is centered within Richardson Township in northwestern Ontario, Canada, and is being developed by New Gold Inc. (“New Gold”).  The project is approximately 40 miles northwest of Fort Frances, approximately 100 miles south of Kenora and approximately 260 miles west of Thunder Bay. The project site is easily accessible by a network of secondary all‑weather roads that branch off the well‑maintained Trans‑Canada Highways 11 and 71.

New Gold reported development activities at the Rainy River project continue to advance and the project is scheduled to transition from construction to operation during the September 2017 quarter.  The mining rate during the June 2017 quarter averaged approximately 115,000 tonnes per day, in-line with New Gold’s updated plan announced on January 30, 2017, with the mining rate averaging approximately 125,000 tonnes per day in the month of June 2017.  Commissioning of the primary crusher and conveyor system is complete, with the first crush completed on May 11, 2017, as planned.  The tailings management area corridor pipeline was completed on June 15, 2017, with the first water moved to and from the water management pond on June 20, 2017.  Installation of the mechanical, piping, electrical and instrumentation in processing facilities is approximately 97% complete.  Commissioning of the ball mill and SAG mill has started and is scheduled to be completed in August 2017.  Commissioning of the refining portion of the process circuit has commenced with dry and wet commissioning of the full circuit also scheduled for August 2017.  All key site overhead power lines, construction of the tailings pipeline corridor and have been completed.  Overall earthworks are over 85% complete and are tracking in-line with New Gold’s updated plan.

New Gold continues to work towards obtaining an amendment to Schedule 2 of the Metal Mining Effluent Regulations under the Fisheries Act (a Canadian federal statute), which is required to close two small creeks and deposit tailings.  Such amendment is now expected to be received in the fourth calendar quarter of 2017.  New Gold presently is constructing a starter tailings cell, located within the broader tailings management area that does not require a Schedule 2 amendment.  This will allow New Gold to commence operations prior to completion of the Schedule 2 amendment. Based on its location and scale, the starter cell would provide capacity for approximately six months of tailings.  In addition, New Gold has finalized the engineering design to construct the creek closures using sheet pile at the center of the portion of the dam which will cover the creeks. The purpose of this approach is both to reduce the construction time after receipt of the Schedule 2 amendment, and most importantly, to be able to complete the work regardless of weather conditions.  New Gold has met with the Ontario Ministry of Natural Resources and Forestry (“MNRF”) to review the design and has also filed its application for the required permit amendment in support of the design.  It is expected that the Ontario MNRF will complete its review of the application during the third quarter of calendar 2017.2023.

Reserve Information

Table 1 below summarizes proven and probable reserves for gold, silver, copper, nickel, zinc, lead, cobalt and molybdenum that are subject to our stream and royalty interests as of December 31, 2016, as reported to us by the operators of the mines.  Properties are currently in production unless noted as development (“DEV”) within the table.  The exploration royalties we own do not contain proven and probable reserves as of December 31, 2016.  Please refer to pages 29-31 for the footnotes to Table 1.

26

Table of Contents

Operators’ Estimated Proven and Probable Gold Reserves

As of December 31, 2016(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gold(2)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

PROBABLE

 

RESERVES(3)(4)(5)

 

    

 

  

 

  

 

  

 

  

Average

  

Gold

 

 

 

 

 

 

 

 

Tons of

 

Gold

 

Contained

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Ozs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(opt)

 

(M)

Bald Mountain

 

1.75% - 2.5% NSR(7)

 

Kinross

 

United States

 

18.950

 

0.023

 

0.436

Cortez (Pipeline) GSR1

 

0.40 - 5.0% GSR(8)

 

Barrick

 

United States

 

31.643

 

0.021

 

0.671

Cortez (Pipeline) GSR2

 

0.40 - 5.0% GSR(8)

 

Barrick

 

United States

 

97.961

 

0.030

 

2.970

Cortez (Pipeline) GSR3

 

0.71% GSR

 

Barrick

 

United States

 

51.346

 

0.018

 

0.946

Cortez (Pipeline) NVR1

 

4.91% NVR

 

Barrick

 

United States

 

37.805

 

0.018

 

0.693

Cortez (Pipeline) NVR1C

 

4.52% NVR

 

Barrick

 

United States

 

78.258

 

0.034

 

2.695

Gold Hill(9)

 

1.0 - 2.0% NSR(10)

 

Kinross

 

United States

 

4.897

 

0.016

 

0.080

 

 

0.6 - 0.9% NSR(11)

 

  

 

 

 

  

 

  

 

  

Goldstrike (SJ Claims)

 

0.9% NSR

 

Barrick

 

United States

 

36.638

 

0.089

 

3.245

Hasbrouck (DEV)

 

1.5% NSR

 

West Kirkland/Clover Nevada

 

United States

 

35.616

 

0.017

 

0.588

Leeville

 

1.8% NSR

 

Newmont

 

United States

 

2.784

 

0.236

 

0.657

Marigold

 

2.0% NSR

 

Silver Standard

 

United States

 

143.205

 

0.012

 

1.728

Pinson (DEV)

 

3.0% NSR(12)

 

Waterton Precious Metals Fund

 

United States

 

7.557

 

0.064

 

0.483

 

 

2.94% NSR(13)

 

  

 

 

 

 

 

 

 

 

Robinson

 

3.0% NSR

 

KGHM

 

United States

 

159.465

 

0.005

 

0.827

Ruby Hill

 

3.0% NSR

 

Waterton Precious Metals Fund

 

United States

 

1.726

 

0.014

 

0.024

Soledad Mountain (DEV)

 

3.0% NSR(14)

 

Golden Queen/Gauss LLC

 

United States

 

51.052

 

0.019

 

0.984

Twin Creeks

 

2.0% GPR

 

Newmont

 

United States

 

0.419

 

0.086

 

0.036

Wharf

 

0.0 - 2.0% NSR(15)

 

Coeur

 

United States

 

23.869

 

0.025

 

0.603

Back River - Goose Lake (DEV)

 

1.95% NSR(16)

 

Sabina Gold & Silver

 

Canada

 

13.623

 

0.184

 

2.503

Canadian Malartic

 

1.0 - 1.5% NSR(17)

 

Agnico Eagle/Yamana

 

Canada

 

89.792

 

0.030

 

2.692

Holt

 

0.00013 × quarterly avg. gold price

 

Kirkland Lake

 

Canada

 

4.354

 

0.131

 

0.570

Kutcho Creek (DEV)

 

2.0% NSR

 

Capstone Mining

 

Canada

 

11.509

 

0.011

 

0.124

Mount Milligan

 

35.0% of gold produced(18)

 

Centerra Gold

 

Canada

 

550.003

 

0.011

 

5.799

Rainy River (DEV)

 

6.5% of gold produced(19)

 

New Gold

 

Canada

 

114.945

 

0.033

 

3.772

Pine Cove (DEV)

 

7.5% NPI

 

Anaconda Mining

 

Canada

 

2.905

 

0.060

 

0.175

Schaft Creek (DEV)

 

3.5% NPI

 

Copper Fox/Teck

 

Canada

 

1,037.054

 

0.006

 

5.775

Williams

 

0.97% NSR

 

Barrick

 

Canada

 

18.349

 

0.052

 

0.952

Dolores

 

3.25% NSR

 

Pan American

 

Mexico

 

70.658

 

0.021

 

1.507

Mulatos

 

1.0 - 5.0% NSR(20)

 

Alamos

 

Mexico

 

55.110

 

0.034

 

1.884

Peñasquito(21)

 

2.0% NSR -Oxide

 

Goldcorp

 

Mexico

 

11.552

 

0.012

 

0.140

 

 

2.0% NSR -Sulfide

 

  

 

 

 

649.261

 

0.015

 

9.880

Andacollo

 

100% of gold produced(22)

 

Teck

 

Chile

 

385.478

 

0.004

 

1.389

El Morro (DEV)

 

1.4% NSR(23)

 

Goldcorp

 

Chile

 

198.103

 

0.013

 

2.674

El Toqui

 

0.0 - 3.0% NSR(24)

 

Laguna Gold

 

Chile

 

2.326

 

0.045

 

0.105

Pascua-Lama (DEV)(25)

 

0.78 - 5.23% NSR(26)

 

Barrick

 

Chile

 

226.536

 

0.052

 

11.684

Don Mario

 

3.0% NSR

 

Orvana

 

Bolivia

 

0.874

 

0.076

 

0.067

Don Nicolas (DEV)

 

2.0% NSR

 

Compañía Inversora en Minas

 

Argentina

 

1.327

 

0.148

 

0.196

Pueblo Viejo

 

7.5% of gold produced(27)

 

Barrick (60%)

 

Dominican Republic

 

94.601

 

0.085

 

8.087

El Limon

 

3.0% NSR

 

B2Gold

 

Nicaragua

 

1.246

 

0.122

 

0.152

La India (DEV)

 

3.0% NSR

 

Condor Gold

 

Nicaragua

 

7.606

 

0.089

 

0.675

Mara Rosa (DEV)

 

1.0% NSR

 

Amarillo Gold

 

Brazil

 

20.955

 

0.048

 

0.998

Balcooma (DEV)

 

1.5% NSR

 

Consolidated Tin

 

Australia

 

0.762

 

0.002

 

0.001

Celtic/Wonder North (DEV)

 

1.5% NSR

 

Bligh Resources

 

Australia

 

1.507

 

0.064

 

0.097

Gwalia Deeps

 

1.5% NSR

 

St. Barbara

 

Australia

 

10.326

 

0.205

 

2.113

Kundip (DEV)

 

1.0 - 1.5% GSR(28)

 

ACH Minerals

 

Australia

 

3.097

 

0.099

 

0.307

Meekatharra (Nannine) (DEV)

 

1.5% NSR

 

Westgold Resources

 

Australia

 

0.149

 

0.048

 

0.007

Meekatharra (Paddy’s Flat) (DEV)

 

1.5% NSR

 

Westgold Resources

 

Australia

 

4.352

 

0.098

 

0.427

 

 

A$10 per gold ounce produced(29)

 

  

 

 

 

 

 

 

 

 

Meekatharra (Reedys) (DEV)

 

1.5%. 1.5 - 2.5%. 1% NSR(30)

 

Westgold Resources

 

Australia

 

1.347

 

0.082

 

0.110

Meekatharra (Yaloginda)

 

0.45% NSR

 

Westgold Resources

 

Australia

 

4.359

 

0.009

 

0.041

Red Dam (DEV)

 

2.5% NSR

 

Evolution Mining

 

Australia

 

1.764

 

0.063

 

0.111

South Laverton

 

1.5% NSR

 

Saracen

 

Australia

 

9.940

 

0.061

 

0.607

Southern Cross

 

1.5% NSR

 

Shandong Tianye

 

Australia

 

10.538

 

0.096

 

1.010

Inata

 

2.5% GSR

 

Avocet

 

Burkina Faso

 

5.820

 

0.056

 

0.326

Taparko(31)

 

2.0% GSR

 

Nord Gold

 

Burkina Faso

 

5.978

 

0.084

 

0.502

Wassa and Prestea

 

10.5% of gold produced(32)

 

Golden Star Resources

 

Ghana

 

21.447

 

0.089

 

1.910

27

Table of Contents

Operators’ Estimated Proven and Probable Silver Reserves

As of December 31, 2016(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Silver(33)

 

 

 

 

 

 

 

 

PROVEN +

 

RESERVES

 

 

 

 

 

 

 

 

PROBABLE

 

(3)(4)(5)

 

 

 

 

 

 

 

 

 

 

Average

 

Silver

 

 

 

 

 

 

 

 

Tons of

 

Silver

 

Contained

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Ozs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(opt)

 

(M)

Gold Hill

  

1.0 - 2.0% NSR(10)

  

Kinross

  

United States

  

4.897

 

0.251

 

1.230

 

 

0.6 - 0.9% NSR(11)

 

  

 

  

 

  

 

  

 

  

Hasbrouck (DEV)

 

1.5% NSR

 

West Kirkland/Clover Nevada

 

United States

 

35.616

 

0.297

 

10.569

Soledad Mountain (DEV)

 

3.0% NSR(14)

 

Golden Queen/Gauss LLC

 

United States

 

51.052

 

0.324

 

16.516

Kutcho Creek (DEV)

 

2.0% NSR

 

Capstone Mining

 

Canada

 

11.509

 

1.009

 

11.618

Rainy River (DEV)

 

60% Stream

 

New Gold

 

Canada

 

114.945

 

0.082

 

9.410

Schaft Creek (DEV)

 

3.5% NPI

 

Copper Fox/Teck

 

Canada

 

1,037.054

 

0.050

 

51.895

Dolores

 

2.0% NSR

 

Pan American

 

Mexico

 

70.658

 

0.764

 

54.000

Peñasquito(21)

 

2.0% NSR Oxide

 

Goldcorp

 

Mexico

 

11.552

 

0.658

 

7.600

 

 

2.0% NSR (Sulfide)

 

  

 

  

 

649.261

 

0.876

 

569.070

El Toqui

 

0.0 - 3.0% NSR(24)

 

Laguna Gold

 

Chile

 

2.326

 

0.588

 

1.367

Don Mario

 

3.0% NSR

 

Orvana

 

Bolivia

 

0.874

 

0.173

 

0.151

Don Nicolas (DEV)

 

2.0% NSR

 

Compañía Inversora en Minas

 

Argentina

 

1.327

 

0.302

 

0.401

Pueblo Viejo

 

75% of silver produced(27)

 

Barrick (60%)

 

Dominican Republic

 

94.601

 

0.505

 

47.809

La India (DEV)

 

3.0% NSR

 

Condor Gold

 

Nicaragua

 

7.606

 

0.156

 

1.185

Balcooma (DEV)

 

1.5% NSR

 

Consolidated Tin

 

Australia

 

0.762

 

0.498

 

0.380

Operators’ Estimated Proven and Probable Base Metal Reserves

As of December 31, 2016(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Copper(34)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

PROBABLE

 

RESERVES(3)(4)(5)

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Tons of

 

Base Metal

 

Base Metal

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Contained Lbs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(%)

 

(M)

Johnson Camp (DEV)

    

2.5% NSR

    

Excelsior Mining

    

United States

    

111.200

 

0.295%

 

656.000

Robinson

 

3.0% NSR

 

KGHM

 

United States

 

159.465

 

0.431%

 

1,375.670

Caber (DEV)

 

1.0% NSR

 

Nyrstar

 

Canada

 

0.676

 

0.839%

 

11.355

Kutcho Creek (DEV)

 

2.0% NSR

 

Capstone Mining

 

Canada

 

11.509

 

2.010%

 

462.678

Mount Milligan

 

18.75% of copper produced(18)

 

Centerra Gikd

 

Canada

 

550.000

 

0.190%

 

2,059.740

Schaft Creek (DEV)

 

3.5% NPI

 

Copper Fox/Teck

 

Canada

 

1,037.054

 

0.271%

 

5,630.715

Voisey’s Bay

 

2.7% NSR

 

Vale

 

Canada

 

37.258

 

1.015%

 

756.494

Don Mario

 

3.0% NSR

 

Orvana

 

Bolivia

 

0.874

 

0.600%

 

10.490

El Morro (DEV)

 

1.4% NSR

 

Goldcorp

 

Chile

 

198.103

 

0.494%

 

1,959.099

Pascua-Lama (DEV)(35)

 

1.05% NSR

 

Barrick

 

Chile

 

226.536

 

0.090%

 

420.722

Balcooma (DEV)

 

1.5% NSR

 

Consolidated Tin

 

Australia

 

0.762

 

2.130%

 

32.466

Las Cruces

 

1.5% NSR

 

First Quantum

 

Spain

 

6.504

 

5.018%

 

652.722

 

 

 

 

 

 

 

 

 

 

 

 

 

Lead(36)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

PROBABLE

 

RESERVES(3)(4)(5)

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Tons of

 

Base Metal

 

Base Metal

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Contained Lbs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(%)

 

(M)

Peñasquito(21)

    

2.0% NSR (Sulfide)

    

Goldcorp

    

Mexico

    

649.261

 

0.260%

 

3,683.850

El Toqui

 

0.0 - 3.0% NSR(24)

 

Laguna Gold

 

Chile

 

2.326

 

0.594%

 

27.635

Balcooma (DEV)

 

1.5% NSR

 

Consolidated Tin

 

Australia

 

0.762

 

0.517%

 

7.879

 

 

 

 

 

 

 

 

 

 

 

 

 

Zinc(37)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

PROBABLE

 

RESERVES(3)(4)(5)

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Tons of 

 

Base Metal

 

Base Metal

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Contained Lbs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(%)

 

(M)

Caber (DEV)

    

1.0% NSR

    

Nyrstar

    

Canada

    

0.676

 

8.577%

 

116.036

Kutcho Creek (DEV)

 

2.0% NSR

 

Capstone Mining

 

Canada

 

11.509

 

3.190%

 

734.300

Peñasquito(21)

 

2.0% NSR (Sulfide)

 

Goldcorp

 

Mexico

 

649.261

 

0.623%

 

8,927.240

El Toqui

 

0.0 - 3.0% NSR(24)

 

Laguna Gold

 

Chile

 

2.326

 

7.233%

 

336.480

Balcooma (DEV)

 

1.5% NSR

 

Consolidated Tin

 

Australia

 

0.762

 

1.921%

 

29.274

Balcooma (DEV)

 

1.5% NSR

 

Consolidated Tin

 

Australia

 

0.762

 

1.921%

 

29.274

28

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

Nickel(38)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

 

 

 PROBABLE

 

 

 

RESERVES(3)(4)(5)

 

 

 

 

 

 

 

 

Tons of 

 

Average

 

Base Metal

 

 

 

 

 

 

 

 

Ore

 

Base Metal

 

Contained Lbs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

Grade (%)

 

(M)

Voisey’s Bay

    

2.7% NSR

    

Vale

    

Canada

    

37.258

    

2.200%

 

1,639.092

 

 

 

 

 

 

 

 

 

 

 

 

 

COBALT(39)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

PROBABLE

 

RESERVES(3)(4)(5)

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Tons of 

 

Base Metal

 

Base Metal

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Contained Lbs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(%)

 

(M)

Voisey’s Bay

    

2.7% NSR

    

Vale

    

Canada

    

37.258

    

0.13

%  

96.871

 

 

 

 

 

 

 

 

 

 

 

 

 

MOLYBDENUM(40)

 

 

 

 

 

 

 

 

PROVEN +

 

 

 

 

 

 

 

 

 

 

PROBABLE

 

RESERVES(3)(4)(5)

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Tons of 

 

Base Metal

 

Base Metal

 

 

 

 

 

 

 

 

Ore

 

Grade

 

Contained Lbs(6)

PROPERTY

 

ROYALTY

 

OPERATOR

 

LOCATION

 

(M)

 

(%)

 

(M)

Schaft Creek (DEV)

    

3.5% NPI

    

Copper Fox/Teck

    

Canada

    

1,037.054

 

0.018%

 

373.34

1.

Reserves have been reported by the operators of record as of December 31, 2016, with the exception of the following properties:  Mara Rosa – March 7, 2017; Don Mario – September 30, 2016; Southern Cross – July 24, 2016; Gwalia Deeps, Meekatharra (Nannine, Paddy's Flat, Reedys and Yaloginda), South Laverton and Peñasquito – June 30, 2016; El Toqui, Red Dam, Robinson, Taparko – December 31, 2015; Back River – August 15, 2015; Hasbrouck Mountain – June 3, 2015; El Morro, Inata, La India, Pinson, Rainy River, Ruby Hill and Soledad Mountain – December 31, 2014; Kundip – June 30, 2014; Celtic/Wonder North – November 21, 2013;  Schaft Creek – December 31, 2012;  Don Nicolas and Johnson Camp – December 31, 2011; Balcooma – June 30, 2011; Kutcho Creek – February 15, 2011; Pine Cove – June 30, 2010; and Caber – July 18, 2007.

2.

Gold reserves were calculated by the operators at the following per ounce prices: A$1,550 – Meekatharra (Nannine, Paddy's Flat, Reedys and Yaloginda) and Southern Cross; A$1,500 – South Laverton; $1,450 – Kundip; A$1,400 – Celtic/Wonder North; $1,366 – Schaft Creek; A$1,350 – Gwalia;  A$1,310 – Red Dam; $1,300 – Dolores, El Morro and Pinson; $1,250 – Back River, El Limon, Holt, Inata, La India, Marigold, Mulatos, Soledad Mountain and Wharf; $1,225 – Hasbrouck Mountain; $1,200 – Andacollo, Bald Mountain, Canadian Malartic, El Toqui, Gold Hill, Leeville, Mara Rosa, Mount Milligan, Pascua-Lama, Peñasquito, Robinson, Taparko and Twin Creeks; $1,100 – Don Mario, Don Nicolas, Ruby Hill and Wassa and Prestea; $1,000 – Cortez, Goldstrike, Pueblo Viejo and Williams; and $983 – Pine Cove.  No gold price was reported for Balcooma, Caber or Kutcho Creek.

3.

Set forth below are the definitions of proven and probable reserves used by the U.S. Securities and Exchange Commission.  “Reserve” is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.  “Proven (Measured) Reserves” are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, and the grade is computed from the results of detailed sampling, and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that the size, shape, depth and mineral content of the reserves are well established.  “Probable (Indicated) Reserves” are reserves for which the quantity and grade are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance of probable (indicated) reserves, although lower than that for proven (measured) reserves, is high enough to assume geological continuity between points of observation.

4.

Royal Gold has disclosed a number of reserve estimates that are provided by operators that are foreign issuers and are not based on the U.S. Securities and Exchange Commission's definitions for proven and probable reserves. For Canadian issuers, definitions of "mineral reserve," "proven mineral reserve," and "probable mineral reserve" conform to the Canadian Institute of Mining, Metallurgy and Petroleum definitions of these terms as of the effective date of estimation as required by National Instrument 43-101 of the Canadian Securities Administrators. For Australian issuers, definitions of "mineral reserve," "proven mineral reserve," and "probable mineral reserve" conform with the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended ("JORC Code"). Royal Gold does not reconcile the reserve estimates provided by the operators with definitions of reserves used by the U.S. Securities and Exchange Commission.

5.

The reserves reported are either estimates received from the various operators or are based on documentation material provided to Royal Gold or which is derived from recent publicly-available information from the operators of the various properties or various recent National Instrument 43-101 or JORC Code reports filed by operators. Royal Gold did not prepare reserve or feasibility studies and does not have the ability to independently confirm any reserve information presented.  Accordingly,

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Royal Gold is not able to reconcile the reserve estimates prepared in reliance on National Instrument 43-101 or JORC Code with definitions of the U.S. Securities and Exchange Commission.

6.

“Contained ounces” or “contained pounds” do not take into account recovery losses in mining and processing the ore.

7.

NSR sliding-scale schedule (price of gold per ounce – royalty rate): Below $375 – 1.75%; >$375 to $400 – 2.0%; >$400 to $425 – 2.25%; >$425 – 2.5%. All price points are stated in 1986 dollars and are subject to adjustment in accordance with a blended index comprised of labor, diesel fuel, industrial commodities and mining machinery.

8.

GSR sliding-scale schedule (price of gold per ounce – royalty rate): Below $210 – 0.40%; $210 to $229.99 – 0.50%; $230 to $249.99 – 0.75%; $250 to $269.99 – 1.30%; $270 to $309.99 – 2.25%; $310 to $329.99 – 2.60%; $330 to $349.99 – 3.00%; $350 to $369.99 – 3.40%; $370 to $389.99 – $3.75%; $390 to $409.99 – 4.0%; $410 to $429.99 – 4.25%; $430 to $449.99 – 4.50%; $450 to $469.99 – 4.75%; $470 and higher – 5.00%.

9.

The royalty is capped at $10 million.  As of June 30, 2017, royalty payments of approximately $5.1 million have been received.

10.

The 1.0% to 2.0% sliding-scale NSR royalty will pay 2.0% when the price of gold is above $350 per ounce and 1.0% when the price of gold falls to $350 per ounce or below. The 0.6% to 0.9% NSR sliding-scale schedule (price of gold per ounce – royalty rate): Below $300 – 0.6%; $300 to $350 – 0.7%; > $350 to $400 – 0.8%; > $400 – 0.9%. The silver royalty rate is based on the price of gold.

11.

The 0.6% to 0.9% sliding-scale NSR applies to the M-ACE claims. The operator did not break out reserves or resources subject to the M-ACE claims royalty.

12.

Royalty only applies to Section 29 which currently holds about 95% of the reserves reported for the property.  An additional Cordilleran royalty applies to a portion of Section 28.

13.

Additional Rayrock royalties apply to Sections 28, 32 and 33; these royalty rates vary depending on pre-existing royalties. The Rayrock royalties take effect once 200,000 ounces of gold have been produced from open pit mines on the property. As of June 30, 2017, approximately 103,000 ounces have been produced.

14.

Royalty is capped at $300,000 plus simple interest.

15.

NSR sliding-scale schedule (price of gold per ounce – royalty rate): $0.00 to under $350 – 0.0%; $350 to under $400 – 0.5%; $400 to under $500 – 1.0%; $500 or higher – 2.0%.

16.

Goose Lake royalty applies to production above 400,000 ounces.

17.

NSR sliding-scale schedule (price of gold per ounce – royalty rate): $0.00 to $350 – 1.0%; above $350 – 1.5%.

18.

Thompson Creek will deliver 35% of gold produced and 18.75% of copper produced. The purchase price for gold is equal to the lesser of $435 per ounce delivered or the prevailing spot price and the purchase price for copper is 15% of the spot price per metric tonne delivered.

19.

New Gold will deliver: (a) gold in amounts equal to 6.50% of gold produced until 230,000 ounces have been delivered, and 3.25% of gold produced thereafter, and (b) silver in amounts equal to 60% of silver produced until 3.10 million ounces have been delivered, and 30% of silver produced thereafter, in each case at a purchase price equal to 25% of the spot price per ounce delivered.

20.

The Company’s royalty is subject to a 2.0 million ounce cap on gold production. There have been approximately 1.71 million ounces of cumulative production as of June 30, 2017. NSR sliding-scale schedule (price of gold per ounce – royalty rate): $0.00 to $299.99 – 1.0%; $300 to $324.99 – 1.50%; $325 to $349.99 – 2.0%; $350 to $374.99 – 3.0%; $375 to $399.99 – 4.0%; $400 or higher – 5.0%.

21.

Operator reports reserves by material type. The sulfide material will be processed by milling. The oxide material will be processed by heap leaching.

22.

CMCA will deliver gold in amounts equal to 100% of payable gold until 900,000 ounces have been delivered, and 50% of payable gold thereafter, subject to a fixed payable percentage of 89%, at a purchase price equal to 15% of the monthly average gold price for the month preceding the delivery date for each ounce delivered. 

23.

The royalty covers approximately 30% of the La Fortuna deposit.  Reserves attributable to Royal Gold's royalty represent 3/7 of Goldcorp's reporting of 70% of the total reserve.

24.

All metals are paid based on zinc prices. NSR sliding-scale schedule (price of zinc per pound – royalty rate): Below $0.50 – 0.0%; $0.50 to below $0.55 – 1.0%; $0.55 to below $0.60 – 2.0%; $0.60 or higher – 3.0%.

25.

Royalty applies to all gold production from an area of interest in Chile. Only that portion of the reserves pertaining to our royalty interest in Chile is reflected here. Approximately 20% of the royalty is limited to the first 14.0 million ounces of gold produced from the project. Also, 24% of the royalty can be extended beyond 14.0 million ounces produced for $4.4 million. In addition, a one-time payment totaling $8.4 million will be made if gold prices exceed $600 per ounce for any six-month period within the first 36 months of commercial production.

26.

NSR sliding-scale schedule (price of gold per ounce - royalty rate): less than or equal to $325 – 0.78%; $400 – 1.57%; $500 – $2.72%; $600 – 3.56%; $700 – 4.39%; greater than or equal to $800 – 5.45%. Royalty is interpolated between lower and upper endpoints.

27.

Barrick will deliver: (a) gold in amounts equal to 7.50% of Barrick’s 60% interest in gold produced until 990,000 ounces have been delivered, and 3.75% of Barrick’s 60% interest in gold produced thereafter, at a purchase price equal to 30% of the spot price per ounce delivered until 550,000 ounces have been delivered, and 60% of the spot price per ounce delivered thereafter; and (b) silver in amounts equal to 75% of Barrick’s 60% interest in silver produced, subject to a minimum silver recovery of

30

Table of Contents

70%, until 50 million ounces have been delivered, and 37.50% of Barrick’s 60% interest in silver produced thereafter, at a purchase price equal to 30% of the spot price per ounce delivered until 23.10 million ounces of silver have been delivered, and 60% of the spot price per ounce delivered thereafter. 

28.

Royalty pays 1.0% for the first 250,000 ounces of production and then 1.5% for production above 250,000 ounces.

29.

The A$10 per ounce royalty applies on production above 50,000 ounces.

30.

The 1.5% to 2.5% NSR sliding-scale royalty pays at a rate of 1.5% for the first 75,000 ounces produced in any 12 month period and at a rate of 2.5% on production above 75,000 ounces during that 12 month period. The 1.0% NSR royalty applies to the Rand area only.

31.

There is a 0.75% GSR milling royalty that applies to ore that is mined outside of the defined area of the Taparko-Bouroum project that is processed through the Taparko facilities up to a maximum of 1.1 million tons per year.

32.

Golden Star will deliver 9.25% of gold produced, until the earlier of (a) December 31, 2017 or (b) the date at which the Wassa and Prestea underground projects achieve commercial production, at which point Golden Star will deliver 10.5% (or 10.9% if Royal Gold’s total investment increases from $145 million to $150 million) of gold produced until 240,000 ounces have been delivered (or 250,000 ounces if the total investment increases from $145 million to $150 million), at a purchase price equal to 20% of the spot price per ounce delivered. Thereafter Golden Star will deliver 5.5% of gold produced, at a purchase price equal to 30% of the spot price per ounce delivered.

33.

Silver reserves were calculated by the operators at the following prices per ounce:   $25.96 – Schaft Creek; $25.00 – Don Nicolas; $20.00 – Gold Hill; $18.50 – Dolores; $18.00 – El Toqui and Peñasquito; $17.50 – Hasbrouck Mountain; $17.00 – Soledad; $16.50 – Don Mario; and $13.75 – Pueblo Viejo.  No silver price was reported for Balcooma or Kutcho Creek. 

34.

Copper reserves were calculated by the operators at the following prices per pound:  $3.52 – Schaft Creek; $3.21 – Robinson; $3.00 – El Morro; $2.95 – Mount Milligan; $2.75 – Don Mario and Pascua Lama; $2.70 – Las Cruces; $2.61 – Voisey's Bay; and $2.50 – Johnson Camp.  No copper reserve price was reported for Balcooma, Caber or Kutcho Creek.

35.

Royalty applies to all copper production from an area of interest in Chile. Only that portion of the reserves pertaining to our royalty interest in Chile is reflected here.

36.

Lead reserve price was calculated by the operators at the following prices per pound:  $0.91 – El Toqui; and $0.90 – Peñasquito.  No lead reserve price was reported for Balcooma.

37.

Zinc reserve price was calculated by the operators at the following prices per pound:  $0.95 – El Toqui and Peñasquito.  No zinc reserve price was reported for Balcooma, Caber or Kutcho Creek.

38.

Nickel reserve price was calculated by the operator at the following price per pound:  $5.79 – Voisey's Bay.

39.

Cobalt reserve price was calculated by the operator at the following price per pound:  $12.70 – Voisey's Bay.

40.

Molybdenum reserve price was calculated by the operator at the following price per pound:  $15.30 – Schaft Creek.

ITEM 3. LEGAL PROCEEDINGS

None.

Refer to Note 14 of the notes to consolidated financial statements for a discussion on litigation associated with our Voisey’s Bay royalty.

ITEM 4.  MINE SAFETY DISCLOSURE

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of the Company and their ages as of February 1, 2024, are as follows:

William Heissenbuttel, 58, has more than 36 years of corporate finance experience, including almost 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from June 2018 to January 2020, Vice President Corporate Development from 2007 to June 2018, Vice President Operations from 2015 to June 2016, and Manager Corporate Development from 2006 to 2007. Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University.

Daniel Breeze, 51, has more than 26 years of technical and commercial experience across international markets. Mr. Breeze has served as Vice President Corporate Development of our wholly owned subsidiary, RGLD Gold AG, since January 2019 and is a member of the Board of Directors of RGLD Gold AG. Before joining Royal Gold, Mr. Breeze worked for Bank of Montreal from 2010 to December 2018, serving most recently as Managing Director, Equities, for BMO Capital Markets, based in Zürich, Switzerland, where he was focused primarily on the mining sector. Previously, Mr. Breeze was a member of the Equities Group at UBS Investment Bank where he worked extensively with North American and European mining companies across the commodity spectrum. Prior to his banking career, Mr. Breeze was a member of the geotechnical and mining team at Golder Associates. Mr. Breeze holds Master of Engineering and Master of Business Administration degrees from the University of Toronto and a Bachelor of Science degree in Civil Engineering from the University of Manitoba. Mr. Breeze is also a registered Professional Engineer.

Paul Libner, 50, has more than 27 years of finance and accounting experience. Mr. Libner has served as our Chief Financial Officer and Treasurer since January 2020. Previously, he served as our Controller and Treasurer from June 2018 to January 2020 and Controller from 2004 to May 2018. Mr. Libner began his career with Ernst & Young where he provided audit and business advisory services, primarily for the financial services and healthcare industries, and later held various finance

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and accounting roles within the financial services industry. Mr. Libner holds a Bachelor of Science degree and Master of Accountancy degree from the University of Denver.

Martin Raffield, 55, has over 30 years of underground and open pit mining experience in operational, corporate, construction and consulting roles in North and South America, Africa and Europe. Prior to joining Royal Gold as Vice President, Operations in January 2022, Dr. Raffield operated an independent consulting company during 2021. From November 2019 to September 2020, he was the Executive Vice President and Chief Operating Officer of Harte Gold Corp. Dr. Raffield served Golden Star Resources as Executive Vice President and Chief Technical Officer in 2019 and Senior Vice President, Project Development and Technical Services from 2011 to 2018. From 2007 to 2010 he was engaged by SRK Consulting (USA) as Principal Consultant and Practice Leader. Prior to 2007 he held various operational positions in Canada and South Africa with Breakwater Resources, Placer Dome and Johannesburg Consolidated Investments, including Mining Manager at Myra Falls Mine, Mine Superintendent and Chief Engineer at Campbell Mine and Manager Rock Engineering at South Deep Mine. Dr. Raffield holds a Ph.D. in geotechnical engineering and a B.Sc. in mining geology from Cardiff University in the United Kingdom.

Randy Shefman, 51, has more than 24 years of legal experience in international transactions across the mining, oil and gas, and power sectors. He joined Royal Gold in 2011 as Associate General Counsel and served in that capacity until his appointment as Vice President and General Counsel in January 2020. Prior to Royal Gold, Mr. Shefman was in private legal practice with regional and international law firms, including LeBouef Lamb Greene & MacRae, Holland & Hart, and Hogan Lovells. Mr. Shefman holds an LL.M. degree in Environmental and Natural Resources Law and Policy from the University of Denver, a J.D. degree from the University of Colorado, and a Bachelor of Arts degree in history from the University of Michigan.

David R. Crandall, 41, has advised companies regarding corporate governance, SEC reporting, capital markets, and transactional matters for over 16 years. He joined Royal Gold as Vice President, Corporate Secretary and Chief Compliance Officer in February 2024. Before joining Royal Gold, Mr. Crandall was in private legal practice, most recently as a partner at Hogan Lovells since 2017 and previously in other roles at Hogan Lovells and other international law firms. Mr. Crandall holds a J.D. degree from Stanford Law School and a Bachelor of Arts degree from Johns Hopkins University.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Current StockholdersHolders

Our common stock is listed and traded on the NASDAQNasdaq Global Select Market (“NASDAQ”) under the symbol “RGLD” and was traded on the Toronto Stock Exchange (“TSX”) under the symbol “RGL” until July 8, 2016, when we voluntarily delisted from the TSX.  The following table sets forth, for each of the quarterly periods indicated, the range of high and low sales prices, in U.S. dollars, for our common stock on NASDAQ for each quarter since July 1, 2015.

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Table of Contents

“RGLD.” As of August 1, 2017, there were 830 stockholdersFebruary 8, 2024, we had 776 holders of record of our common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales Prices

Fiscal Year:

 

 

 

High

 

Low

2017

    

First Quarter (July, Aug., Sept.—2016)

    

$

87.74

    

$

71.67

 

 

Second Quarter (Oct., Nov., Dec.—2016)

 

$

79.50

 

$

60.21

 

 

Third Quarter (Jan., Feb., Mar.—2017)

 

$

73.16

 

$

61.00

 

 

Fourth Quarter (April, May, June—2017)

 

$

81.29

 

$

67.10

 

 

 

 

 

 

 

 

 

2016

    

First Quarter (July, Aug., Sept.—2015)

    

$

63.99

    

$

42.21

 

 

Second Quarter (Oct., Nov., Dec.—2015)

 

$

53.47

 

$

34.42

 

 

Third Quarter (Jan., Feb., Mar.—2016)

 

$

53.32

 

$

24.68

 

 

Fourth Quarter (April, May, June—2016)

 

$

72.04

 

$

49.50

This figure does not reflect the beneficial ownership of shares held in nominee name.

Dividends

We have paid a cash dividend on our common stock for each year beginningOn November 14, 2023, we announced an increase in calendar year 2000. Our board of directors has discretion in determining whether to declare a dividend based on a number of factors including prevailing gold and other metal prices, economic market conditions and funding requirements for future opportunities or operations.

For calendar year 2017, our annual dividend is $0.96for calendar year 2024 from $1.50 to $1.60 per share, of common stock.  We paid the first payment of $0.24 per share on January 20, 2017, to common stockholders of record at the close of business on January 6, 2017.  We paid the second payment of $0.24 per share on April 21, 2017, to common stockholders of record at the close of business on April 7, 2017.  We paid the third payment of $0.24 per share on July 21, 2017, to common stockholders of record at the close of business on July 7, 2017.  Subject to board approval, we anticipate paying the fourth payment of $0.24 per share on October 20, 2017, to common shareholders of record at the close of business on October 6, 2017.

For calendar year 2016, our annual dividend was $0.92 per share of common stock, paidpayable on a quarterly basis of $0.23$0.40 per share. ForThe newly declared dividend is 7% higher than the dividend paid during calendar year 2015,2023. We have steadily increased our annual dividend was $0.88 per sharefor 23 years, or since calendar year 2001. We expect to pay our annual dividend using cash on hand.

68

Table of common stock and exchangeable shares (for April 2015 and July 2015 dividend payments only), paidContents

Stock Performance

The following graph shows a comparison of cumulative total shareholder return, calculated on a quarterlydividend-reinvested basis, for Royal Gold, the S&P 500 Index, and the PHLX Gold and Silver Index for the five years ended December 31, 2023. The graph assumes $100 was invested in each of $0.22 per share.stock or index as of the market close on December 31, 2018. Past stock price performance is not necessarily indicative of future stock price performance.

Graphic

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,

​

​

2023

​

2022

​

2021

​

2020

​

2019

​

2018

RGLD

​

$

150

​

$

138

​

$

127

​

$

27

​

$

144

​

$

100

S&P 500

​

$

207

​

$

164

​

$

200

​

$

156

​

$

131

​

$

100

PHLX gold/silver Index

​

$

192

​

$

181

​

$

194

​

$

208

​

$

153

​

$

100

The foregoing performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC or subject to Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

​

ITEM 6. SELECTED FINANCIAL DATARESERVED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

(Amounts in thousands, except per share data)

Revenue(1)

    

$

440,814

    

$

359,790

    

$

278,019

    

$

237,162

    

$

289,224

Operating income

 

$

145,942

 

$

4,816

 

$

87,235

 

$

108,720

 

$

171,167

Net income (loss)

 

$

92,425

 

$

(82,438)

 

$

52,678

 

$

63,472

 

$

73,409

Net income (loss) available to Royal Gold common stockholders

 

$

101,530

 

$

(77,149)

 

$

51,965

 

$

62,641

 

$

69,153

Net income (loss) per share available to Royal Gold common stockholders:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Basic

 

$

1.55

 

$

(1.18)

 

$

0.80

 

$

0.96

 

$

1.09

Diluted

 

$

1.55

 

$

(1.18)

 

$

0.80

 

$

0.96

 

$

1.09

Dividends declared per common share(2)

 

$

0.95

 

$

0.91

 

$

0.87

 

$

0.83

 

$

0.75

32

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

(Amounts in thousands)

Stream and royalty interests, net

    

$

2,892,256

    

$

2,848,087

    

$

2,083,608

    

$

2,109,067

    

$

2,120,268

Total assets

 

$

3,090,640

 

$

3,069,729

 

$

2,914,474

 

$

2,882,316

 

$

2,895,747

Debt

 

$

586,170

 

$

600,685

 

$

313,869

 

$

302,632

 

$

292,669

Total liabilities

 

$

770,376

 

$

783,844

 

$

503,981

 

$

509,759

 

$

525,111

Total Royal Gold stockholders’ equity

 

$

2,275,377

 

$

2,229,016

 

$

2,353,122

 

$

2,354,725

 

$

2,348,887

(1)

Please refer to Item 7, MD&A, of this report for a discussion of recent developments that contributed to our 23% increase in revenue during fiscal year 2017 when compared to fiscal year 2016 and the 29% increase in revenue during fiscal year 2016 when compared to fiscal year 2015.

(2)

The 2017, 2016, 2015, 2014 and 2013 calendar year dividends were $0.96, $0.92, $0.88, $0.84 and $0.80, respectively, as approved by our board of directors. Please refer to Item 5 of this report for further information on our dividends.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OverviewGeneral Presentation

Royal Gold, Inc.​

This Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Royal Gold”,MD&A”) generally discusses year-to-year comparisons between the “Company”, “we”, “us”, or “our”), togetheryear ended December 31, 2023 and the year ended December 31, 2022. Due to our change in fiscal year from June 30 to December 31, the comparative year ended December 31, 2021 was unaudited. A discussion of the changes in our financial condition and results of operations for the year ended December 31, 2022, the six month transition period ended December 31, 2021 and fiscal year ended June 30, 2021 has been omitted from this report, but may be found in Item 7. MD&A, of our Annual Reports on Form 10-K for the year ended December 31, 2022, the six month transition period ended December 31, 2021 and the year ended June 30, 2021, filed with its subsidiaries, is engaged in the businessSEC on February 16, 2023, February 17, 2022 and August 12, 2021, respectively, which are available free of acquiringcharge on the SEC’s website at www.sec.gov and managingour website at www.royalgold.com.

​

Overview of Our Business

​

We acquire and manage precious metal streams, royalties, and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production, development or in the developmentexploration stage in exchange for stream or royalty interests.

​

We manage our business under two segments:

Acquisition and Management of Stream Interests— A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.  As of June 30, 2017, we owned stream interests on four producing properties and two development stage properties.  Our stream interests accounted for approximately 71% and 66% of our total revenue for the fiscal years ended June 30, 2017 and 2016, respectively.  We expect stream interests to continue representing a significant proportion of our total revenue.​

●Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. As of December 31, 2023, we owned nine stream interests, which are on eight production stage properties and one development stage property. Stream interests accounted for 69% of our total revenue for the years ended December 31, 2023 and 2022. We expect stream interests to continue representing a significant portion of our total revenue.

Acquisition and Management of Royalty Interests— Royalties are non‑operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of June 30, 2017, we owned royalty interests on 35 producing properties, 18 development stage properties and 135 exploration stage properties, of which we consider 52 to be evaluation stage projects.  We use “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves.  Royalties accounted for approximately 29% and 34% of our total revenue for the fiscal years ended June 30, 2017 and 2016, respectively.​

●Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of December 31, 2023, we owned royalty interests on 29 production stage properties, 21 development stage properties and 119 exploration stage properties, of which we consider 52 to be evaluation stage properties. We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for mineral reserves. Royalty interests accounted for 31% of our total revenue for the years ended December 31, 2023 and 2022.

​

We do not conduct mining operations on the properties in which we hold stream and royalty interests, and except for our interest in the Peak Gold JV, we generally are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties.

In the ordinary course of business, we engage in a continual review of​

We are continually reviewing opportunities to acquiregrow our portfolio, whether through the creation or acquisition of new or existing stream andor royalty interests to establish new streams on operating mines, to create new stream and royalty interests through the financing of mine development or exploration, or to acquire companies that hold stream and royalty interests.other acquisition activity. We currently, and generally at any time, have acquisition opportunities in various stages of activereview. Our review including,process may include, for example, our engagement ofengaging consultants and advisors to analyze particular opportunities,an opportunity; analysis of technical, financial, legal, and other confidential information of an opportunity; submission of indications of interest and term sheets,sheets; participation in preliminary discussions and negotiationsnegotiations; and involvement as a bidder in competitive processes.

​

33

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Table of Contents

Business Trends and Uncertainties

​

Metal Prices

​

Our financial results are primarily tied to the price of gold, silver, copper, and other metals. Metal prices have fluctuated widely in recent years, and we expect this volatility to a lesser extent, thecontinue. The marketability and price of silvermetals are influenced by numerous factors beyond our control, and copper, together with the amounts of production fromsignificant changes in metal prices can have a material effect on our producing stage stream and royalty interests.  revenue.

​

For the fiscal years ended June 30, 2017, 2016December 31, 2023, and 2015, gold, silver,2022, the average prices and copper price averages and percentagepercentages of revenue by metal were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year ended

 

 

 

June 30, 2017

 

June 30, 2016

 

June 30, 2015

 

Metal

    

Average
Price

    

Percentage of Revenue

    

Average
Price

    

Percentage
of Revenue

    

Average
Price

    

Percentage
of Revenue

 

Gold ($/ounce)

 

$

1,259

 

85%

 

$

1,168

 

88%

 

$

1,224

 

81%

 

Silver ($/ounce)

 

$

17.88

 

8%

 

$

15.32

 

3%

 

$

17.36

 

3%

 

Copper ($/pound)

 

$

2.44

 

5%

 

$

2.22

 

4%

 

$

2.89

 

7%

 

Other

 

 

N/A

 

2%

 

 

N/A

 

5%

 

 

N/A

 

9%

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 2023

​

December 31, 2022

Metal

    

Average
Price

    

Percentage
of Revenue

    

Average
Price

    

Percentage
of Revenue

Gold ($/ounce)(1)

​

$

1,941

​

76%

​

$

1,800

​

73%

Silver ($/ounce)(1)

​

$

23.35

​

12%

​

$

21.73

​

11%

Copper ($/pound)(2)

​

$

3.85

​

9%

​

$

3.99

​

12%

Other

​

​

N/A

​

3%

​

​

N/A

​

4%

​

(1) Based on the average LBMA Price for the period.

(2) Based on the average LME Price for the period.

​

Cost Support Agreement for Mount Milligan

​

On February 13, 2024, we entered into a Cost Support Agreement with Centerra to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan. The Cost Support Agreement is expected to provide a basis for a reserve increase and extension of the Mount Milligan mine life to 2035. Please refer to Part I, Item 2, Properties, of this report for additional information regarding the Cost Support Agreement.

​

Operators’ Production Estimates by Stream and Royalty Interest for Calendar 20172023

We received annual production estimates from many of the operators of our producing mines during the first calendar quarter of 2017.2023. In some instances, an operator may revise its original calendar year guidance throughout the year. The following table shows suchthese production estimates for our principal producing properties for calendar 20172023 as well as the actual production reported to us by the various operators through June 30, 2017.December 31, 2023. The estimates and production reports are prepared by the operators of the mining properties.operators. We do not participate in the preparation or calculation of the operators’ estimates or production reports and have not independently assessed or verified, and disclaim all responsibility for, the accuracy of suchthis information. Please refer to Part I, Item 2, Properties, of this report for further discussion on any updates at our principal producing and development properties.

71

Table of Contents

Operators’ Estimated and Actual Production by Stream and Royalty Interest for Calendar 2017Year 2023

Principal ProducingProduction Stage Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calendar 2017 Operator’s Production Estimate

 

Calendar 2017 Operator’s Production

 

 

Estimate(1)

 

Actual(2)

 

 

Gold

 

Silver

 

Base Metals

 

Gold

 

Silver

 

Base Metals

Stream/Royalty

  

(oz.)

  

(oz.)

  

(lbs.)

  

(oz.)

  

(oz.)

  

(lbs.)

Stream:

 

 

 

 

 

 

 

 

 

 

 

 

Andacollo(3)

 

61,600

 

 

 

 

 

26,800

 

 

 

 

Mount Milligan(4)

 

260,000 - 290,000

 

 

 

55 - 65 million

 

102,300

 

 

 

27.7 million

Pueblo Viejo(5)

 

625,000 - 650,000

 

Not provided

 

 

 

314,000

 

Not provided

 

 

Wassa and Prestea

 

255,000 - 280,000

 

 

 

 

 

122,000

 

 

 

 

Royalty:

 

 

 

 

 

 

 

 

 

 

 

 

Cortez GSR1

 

102,200

 

 

 

 

 

27,700

 

 

 

 

Cortez GSR2

 

1,600

 

 

 

 

 

      200

 

 

 

 

Cortez GSR3

 

103,800

 

 

 

 

 

27,900

 

 

 

 

Cortez NVR1

 

63,900

 

 

 

 

 

15,300

 

 

 

 

Peñasquito(6)

 

410,000

 

Not provided

 

 

 

260,000

 

10.2 million

 

 

Lead(6)

 

  

 

  

 

125 million

 

 

 

 

 

58.5 million

Zinc(6)

 

  

 

  

 

325 million

 

 

 

 

 

164.8 million

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Calendar Year 2023 Operator’s Production

​

Calendar Year 2023 Operator’s Production

​

​

Estimate(1)

​

Actual(2)

​

​

Gold

​

Silver

​

Base Metals

​

Gold

​

Silver

​

Base Metals

Stream/Royalty

(oz.)

(oz.)

(lbs.)

(oz.)

(oz.)

(lbs.)

Stream:

​

​

​

​

​

​

​

​

​

​

​

​

Andacollo(3)

22,000 - 27,000

​

​

23,400

​

​

Mount Milligan(4)

150,000 - 160,000

​

​

154,400

​

​

Copper

​

​

​

60 - 70 Million

​

​

62 Million

Pueblo Viejo(5)

​

470,000 - 520,000

​

N/A

​

​

​

335,000

​

N/A

​

​

Khoemacau(6)

​

​

​

1.5 - 1.7 Million

​

​

​

​

​

1.5 Million

​

​

Royalty:

​

​

​

​

​

​

Cortez(7)

​

940,000 - 1,060,000

​

​

​

​

​

893,000

​

​

​

​

Peñasquito(8)

N/A

​

N/A

​

​

123,000

​

13.8 Million

​

Lead

N/A

​

​

​

​

86 Million

Zinc

N/A

​

​

​

​

180 Million

(1)Production estimates received from our operators are for calendar 2017. There can be no assurance that production estimates received from our operators will be achieved.year 2023. Please also refer to our cautionary language regarding forward‑lookingforward-looking statements following this MD&A, as well as the Risk Factors identified in Part I, Item 1A, of this report for information regarding factors that could affect actual results.

(2)

(2)

Actual production figures shown are from our operators and cover the period January 1, 20172023, through June 30, 2017,December 31, 2023, unless otherwise noted.

noted in footnotes to this table. Such amounts may differ from our reported revenue and production and are not reduced to show the production attributable to our interests.

(3)

(3)

The estimated and actual production figures shown for Andacollo are contained gold in concentrate.

Deliveries to Royal Gold are determined using a fixed gold payability factor of 89%.

(4)

(4)

The estimated and actual production figures shown for Mount Milligan are payable gold and copper in concentrate.

Deliveries to Royal Gold are determined using a fixed payability factor of 97% for gold and a minimum payability factor of 95% for copper. Actual production figures are for the period January 1, 2023, through September 30, 2023.

34

Table of Contents

(5)

(5)

The estimated and actual production figures shown for Pueblo Viejo are payable gold in doré and represent Barrick’sthe 60% interest in Pueblo Viejo.  The operatorViejo held by Barrick. Barrick did not provide estimated andor actual silver production.

Deliveries to Royal Gold are determined using a fixed payability factors of 99.9% for gold and 99% for silver.

(6)

(6)

The estimated and actual production figures for Khoemacau are payable silver in concentrate. Deliveries to Royal Gold are determined using a fixed silver payability factor of 90%.

(7)The estimated and actual production figures for Cortez include the entirety of the Cortez Complex. Barrick reports production from the entirety of the Cortez Complex and does not report production separately for the Legacy Zone and CC Zone. Production estimates for the Legacy Zone are provided to us by Barrick and production estimates for 100% of the Cortez Complex are publicly disclosed by Barrick.
(8)The gold and silver production reflectsfigures shown for Peñasquito are payable gold and silver in concentrate.concentrate and doré. The operator did not provide estimated silver, lead and zinc production.

production figures shown are payable lead and zinc in concentrate. Actual production figures are for the period January 1, 2023 through September 30, 2023, and no production occurred during the third quarter of 2023 due to the suspension of operations resulting from a strike action on June 7, 2023. Estimated production figures are not available as 2023 production guidance was withdrawn by Newmont on July 20, 2023, due to the suspension of operations

Historical ProductionResults of Operations

The following table discloses historical productionYear Ended December 31, 2023, Compared with Year Ended December 31, 2022 (In thousands, except share data)

​

For the year ended December 31, 2023, we recorded net income attributable to Royal Gold stockholders of $239.4 million, or $3.64 per basic share and $3.63 per diluted share, as compared to net income attributable to Royal Gold stockholders of $239.0 million, or $3.64 per basic and $3.63 per diluted share, for the past three fiscal yearsyear ended December 31, 2022.

For the year ended December 31, 2023, we recognized total revenue of $605.7 million, which is comprised of stream revenue of $418.3 million and royalty revenue of $187.4 million, at an average gold price of $1,941 per ounce, an average

72

Table of Contents

silver price of $23.35 per ounce and an average copper price of $3.85 per pound, compared to total revenue of $603.2 million, which is comprised of stream revenue of $417.8 million and royalty revenue of $185.4 million, at an average gold price of $1,800 per ounce, an average silver price of $21.73 per ounce and an average copper price of $3.99 per pound, for the principal producing properties that are subjectyear ended December 31, 2022.

Revenue and the corresponding production attributable to our stream and royalty interests, for the year ended December 31, 2023, compared to the year ended December 31, 2022, is as reportedfollows:

Revenue and Reported Production Subject to us by the operators of the mines:

Historical Production(1) byour Stream and Royalty InterestInterests

Principal Producing PropertiesYear Ended December 31, 2023 and 2022

For the Fiscal Years Ended June 30, 2017, 2016(In thousands, except reported production in oz. and 2015lbs.)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

​

​

​

​

​

Reported

​

​

​

​

Reported

Stream/Royalty

    

Metal(s)

    

Revenue

    

Production(1)

    

Revenue

    

Production(1)

Stream(2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mount Milligan

​

​

​

$

158,167

​

​

​

​

$

180,543

​

​

​

​

​

Gold

​

​

​

​

58,000

oz.

​

​

​

​

67,800

oz.

​

​

Copper

​

​

​

​

11.8

Mlbs.

​

​

​

​

14.8

Mlbs.

Pueblo Viejo

​

​

​

$

76,247

​

​

​

​

$

85,863

​

​

​

​

​

Gold

​

​

​

​

27,100

oz.

​

​

​

​

33,200

oz.

​

​

Silver

​

​

​

​

1.0

Moz.

​

​

​

​

1.2

Moz.

Andacollo

​

Gold

​

$

48,920

​

25,500

oz.

​

$

47,347

​

26,200

oz.

Khoemacau

​

Silver

​

$

34,602

​

1.5

Moz.

​

$

18,786

​

887,700

oz.

Other(3)

​

​

​

$

100,344

​

​

​

​

$

85,254

​

​

​

​

​

Gold

​

​

​

​

48,500

oz.

​

​

​

​

44,300

oz.

​

​

Silver

​

​

​

​

270,100

oz.

​

​

​

​

225,400

oz.

Total stream revenue

​

​

​

$

418,280

​

​

​

​

$

417,793

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty(2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cortez Legacy Zone

​

Gold

​

$

79,920

​

396,000

oz.

​

$

47,769

​

299,800

oz.

Cortez CC Zone

​

Gold

​

​

14,626

​

494,700

oz.

​

​

2,790

​

114,400

oz.

Peñasquito

​

​

​

$

17,772

​

​

​

​

$

43,165

​

​

​

​

​

Gold

​

​

​

​

129,600

oz.

​

​

​

​

572,600

oz.

​

​

Silver

​

​

​

​

16.7

Moz.

​

​

​

​

29.7

Moz.

​

​

Lead

​

​

​

​

106.9

Mlbs.

​

​

​

​

146.8

Mlbs.

​

​

Zinc

​

​

​

​

222.4

Mlbs.

​

​

​

​

373.1

Mlbs.

Other(3)

​

Various

​

$

75,119

​

N/A

​

​

$

91,689

​

N/A

​

Total royalty revenue

​

​

​

$

187,437

​

​

​

​

$

185,413

​

​

​

Total revenue

​

$

605,717

​

​

​

​

$

603,206

​

​

​

 

 

 

 

 

 

 

 

 

 

 

 

Stream/Royalty

 

Metal

 

2017

 

2016

 

2015

Stream:

  

  

  

  

 

  

  

 

  

  

 

Mount Milligan

 

Gold

 

103,400

oz.

 

108,800

oz.

 

76,900

oz.

 

 

Copper

 

2.6

Mlbs.

 

N/A

 

 

N/A

 

Andacollo

 

Gold

 

47,800

oz.

 

41,600

oz.

 

N/A

oz.

Pueblo Viejo

 

Gold

 

50,700

oz.

 

31,200

oz.

 

N/A

oz.

 

 

Silver

 

1.6

Moz.

 

208,900

oz.

 

N/A

oz.

Wassa and Prestea

 

Gold

 

20,300

oz.

 

20,100

oz.

 

N/A

oz.

Royalty:

 

  

 

  

 

 

  

 

 

  

 

Peñasquito

 

Gold

 

556,300

oz.

 

584,000

oz.

 

742,100

oz.

 

 

Silver

 

20.7

Moz.

 

21.4

Moz.

 

24.6

Moz.

 

 

Lead

 

125.2

Mlbs.

 

134.2

Mlbs.

 

158.4

Mlbs.

 

 

Zinc

 

317.8

Mlbs.

 

333.0

Mlbs.

 

340.8

Mlbs.

Cortez GSR1

 

Gold

 

62,900

oz.

 

62,600

oz.

 

153,000

oz.

Cortez GSR2

 

Gold

 

1,300

oz.

 

11,400

oz.

 

76,000

oz.

Cortez GSR3

 

Gold

 

64,200

oz.

 

74,000

oz.

 

229,000

oz.

Cortez NVR1

 

Gold

 

32,600

oz.

 

52,100

oz.

 

167,000

oz.

(1)

(1)

HistoricalReported production relates to the amount of stream metal sales subjectand the metal sales attributable to our stream and royalty interests for each fiscal year presented, as reported to us by the operators of the mines,years ended December 31, 2023 and 2022, and may differ from stream deliveries discussed inthe operators’ public reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

(2)Refer to Item 2, Properties, or from the operators’ public reporting.

for further discussion on our principal stream and royalty interests.
(3)Individually, with the exception of the Rainy River stream (6.4% for the year ended December 31, 2023 and 5.3% for the year ended December 31, 2022) and Wassa (5.4% for the year ended December 31, 2023 and 5.2% for the year ended December 31, 2022), no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

Critical Accounting Policies

Listed below areThe increase in our total revenue for the accounting policies thatyear ended December 31, 2023, compared with the Company believes are criticalyear ended December 31, 2022, resulted primarily from higher gold production at the Cortez Legacy Zone, the new Cortez royalties acquired in 2022 and higher gold and silver prices when compared to its financial statementsthe prior year. These increases were partially offset by an approximate 4 month suspension of operations at Peñasquito commencing in June 2023 due to a strike by the degreeUnion and lower gold and copper sales at Mount Milligan compared to the prior year.

73

Table of uncertainty regardingContents

Gold and silver ounces and copper pounds purchased and sold during the estimates or assumptions involvedyear ended December 31, 2023 and the magnitude of the asset, liability, revenue or expense being reported.  Please also refer to Note 2 of the notes to consolidated financial statements for a discussion on recently issued and adopted accounting pronouncements.

Use of Estimates

The preparation of our financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities, at the date of the financial statements,2022, as well as the reported amounts of revenues and expenses during the reporting period.

35

Table of Contents

Our most critical accounting estimates relate to our assumptions regarding future gold, silver, copper, and other metal prices and the estimates of reserves, production and recoveries of third‑party mine operators.  We rely on reserve estimates reported by the operators on the properties in which we have stream and royalty interests.  These estimates and the underlying assumptions affect the potential impairments of long‑lived assets and the ability to realize income tax benefits associated with deferred tax assets.  These estimates and assumptions also affect the rate at which we recognize revenue or charge depreciation, depletion and amortization to earnings.  On an ongoing basis, management evaluates these estimates and assumptions; however, actual amounts could differ from these estimates and assumptions.  Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

Stream and Royalty Interests

Stream and royalty interests include acquired stream and royalty interests in production, development and exploration stage properties.  The costs of acquired stream and royalty interests are capitalized as tangible assets as such interests do not meet the definition of a financial asset under the Accounting Standards Codification (“ASC”) guidance.

Acquisition costs of production stage stream and royalty interests are depleted using the units of production method over the life of the mineral property (as stream sales occur or royalty payments are recognized), which are estimated using proven and probable reserves as provided by the operator.  Acquisition costs of stream and royalty interests on development stage mineral properties, which are not yet in production, are not amortized until the property begins production.  Acquisition costs of stream or royalty interests on exploration stage mineral properties, where there are no proven and probable reserves, are not amortized.  At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the cost basis is amortized over the remaining life of the mineral property, using proven and probable reserves.  Exploration costs are expensed when incurred.

Asset Impairment

We evaluate long‑lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable.  The recoverability of the carrying value of stream and royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each stream and royalty interest using estimates of proven and probable reserves and other relevant information received from the operators.  We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus potentially affecting the future recoverability of our stream or royalty interests.  Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

Estimates of gold, silver, copper, and other metal prices, operators’ estimates of proven and probable reserves or mineralized material related to our stream or royalty properties, and operators’ estimates of operating and capital costs are subject to certain risks and uncertainties which may affect the recoverability of our investment in these stream and royalty interests in mineral properties.  It is possible that changes could occur to these estimates, which could adversely affect the net cash flows expected to be generated from these stream and royalty interests.  Refer to Note 4 of the notes to consolidated financial statements for discussion and the results of our impairment assessments for the fiscal years ended June 30, 2017, 2016 and 2015.

Revenue

Revenue is recognized pursuant to guidance in ASC 605 and based upon amounts contractually due pursuant to the underlying streaming or royalty agreement.  Specifically, revenue is recognized in accordance with the terms of the underlying stream or royalty agreements subject to (i) the pervasive evidence of the existence of the arrangements; (ii) the risks and rewards having been transferred; (iii) the stream or royalty being fixed or determinable; and (iv) the collectability being reasonably assured. For our streaming agreements, we recognize revenue when the metal is sold.

36

Table of Contents

Metal Sales

Gold, silver and copper received under our metal streaming agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts.in inventory as of December 31, 2023 and 2022, for our stream interests were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

​

56,800

​

58,000

​

68,900

​

67,800

​

4,000

​

5,200

Pueblo Viejo

​

25,400

​

27,100

​

32,500

​

33,200

​

6,200

​

7,900

Andacollo

​

22,500

​

25,500

​

27,700

​

26,200

​

800

​

3,800

Other

​

48,600

​

48,500

​

44,600

​

44,300

​

4,200

​

4,100

Total

​

153,300

​

159,100

​

173,700

​

171,500

​

15,200

​

21,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Silver Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Khoemacau

​

1,516,400

​

1,487,000

​

951,500

​

887,700

​

135,300

​

105,900

Pueblo Viejo

​

907,000

​

1,021,900

​

1,238,600

​

1,216,700

​

223,000

​

337,800

Other

​

277,500

​

270,100

​

238,600

​

225,400

​

24,800

​

17,500

Total

​

2,700,900

​

2,779,000

​

2,428,700

​

2,329,800

​

383,100

​

461,200

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Copper Stream

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Inventory (Mlbs.)

    

Inventory (Mlbs.)

Mount Milligan

​

10.9

​

11.8

​

14.8

​

14.8

​

—

​

0.9

​

Cost of sales decreased to $90.5 million for the year ended December 31, 2023, from $94.6 million for the year ended December 31, 2022. The sales price for these average spot rate forward contracts is determined by the average dailydecrease was primarily due to lower gold silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between 10 days and three months (depending on the frequency of deliveries under the respective streaming agreement and our sales policy in effect at the time) commencing shortly after receipt and purchase of the metal.  Revenue from gold, silver and copper sales is recognized on the date of the settlement, which is also the date that titleat Mount Milligan and lower gold and silver sales at Pueblo Viejo when compared to the metal passesprior year. This decrease was partially offset by higher silver sales at Khoemacau when compared to the purchaser.

Cost of Sales

prior year. Cost of sales, which excludes depreciation, depletion and amortization, is specific to our stream agreements and is the result of our purchase of gold, silver and copper for a cash payment. The cash payment for gold from Mount Milligan is the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold, silver or copper (Mount Milligan) spot price near the date of metal delivery.

Exploration CostsGeneral and administrative costs increased to $39.8 million for the year ended December 31, 2023, from $34.6 million for the year ended December 31, 2022. The increase was primarily due to higher corporate costs and an increase in non-cash stock compensation expense.

Exploration costs are specific​

Depreciation, depletion and amortization decreased to $164.9 million for the year ended December 31, 2023, from $178.9 million for the year ended December 31, 2022. The decrease was primarily due to lower depletion rates at Pueblo Viejo as a result of proven and probable mineral reserve increases when compared to the prior year. The decrease was partially offset by higher depletion expense at Khoemacau due to the ramp-up of production in 2023 and additional depletion from the newly acquired royalties at Cortez in 2022.

There were no impairment charges on any of our Peak Gold JVstream or royalty interests for the year ended December 31, 2023. During the year ended December 31, 2022, we recognized an impairment loss of $4.3 million on the carrying value of a non-principal exploration and advancement of the Peak Gold, gold project, as discussed further instage royalty due to new legal information received. Refer to Note 34 of our notes to consolidated financial statements.  Exploration costs associated withstatements for further discussion on the explorationimpairment.

Interest and advancement of Peak Gold are expensed when incurred.

Income Taxes

other expense increased to $30.9 million for the year ended December 31, 2023, from $17.2 million for the year ended December 31, 2022. The Company accounts for income taxes in accordance with the guidance of ASC 740.  The Company’s annual tax rate is based on income, statutory tax rates in effect and tax planning opportunities available to usincrease in the various jurisdictions in which the Company operates.  Significant judgment is required in determining the annual taxcurrent period was primarily attributable to higher interest expense current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposesresult of assessing our ability to realize future benefit from our deferred tax assets.  Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.

The Company’s deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations.  In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction.  A valuation allowance may be established to reduce our deferred tax assetshigher interest rates when compared to the amount that is considered more likely than not to be realized through the generationprior period. The all-in interest rates as of future taxable incomeDecember 31, 2023 and other tax planning strategies.

The Company has asserted the indefinite reinvestment of certain foreign subsidiary earnings as determined by management’s judgment about2022, were 6.56% and intentions concerning the future operations of the Company.  As a result, the Company does not record a U.S. deferred tax liability for the excess of the book basis over the tax basis of its investments in foreign corporations to the extent that the basis difference results from earnings that meet the indefinite reversal criteria.5.93%, respectively. Refer to Note 105 of theour notes to consolidated financial statements for further discussion on our assertion.debt.

The Company’s operations may involve dealing with uncertainties and judgmentsIncome tax expense was $42.0 million for the year ended December 31, 2023, as compared to $32.9 million for the year ended December 31, 2022, which resulted in an effective tax rate of 14.9% in the application of complex tax regulations in multiple jurisdictions.  The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictionscurrent period and resolution of disputes arising from federal, state, and international tax audits.  The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues12.1% in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.  The Company adjusts these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materiallyprior

37

74

Table of Contents

different from our current estimateperiod. The effective tax rates for the years ended December 31, 2023 and 2022, were primarily impacted by the release of thevaluation allowances on certain foreign deferred tax liabilities.  These differences will be reflected as increases or decreases to income tax expense in the period which they are determined.  The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.assets.

LiquidityResults of Operations

Year Ended December 31, 2023, Compared with Year Ended December 31, 2022 (In thousands, except share data)

​

For the year ended December 31, 2023, we recorded net income attributable to Royal Gold stockholders of $239.4 million, or $3.64 per basic share and Capital Resources

Overview

At June 30, 2017, we had current assets of $140.2 million$3.63 per diluted share, as compared to current liabilitiesnet income attributable to Royal Gold stockholders of $239.0 million, or $3.64 per basic and $3.63 per diluted share, for the year ended December 31, 2022.

For the year ended December 31, 2023, we recognized total revenue of $605.7 million, which is comprised of stream revenue of $418.3 million and royalty revenue of $187.4 million, at an average gold price of $1,941 per ounce, an average

72

Table of Contents

silver price of $23.35 per ounce and an average copper price of $3.85 per pound, compared to total revenue of $603.2 million, which is comprised of stream revenue of $417.8 million and royalty revenue of $185.4 million, at an average gold price of $1,800 per ounce, an average silver price of $21.73 per ounce and an average copper price of $3.99 per pound, for the year ended December 31, 2022.

Revenue and the corresponding production attributable to our stream and royalty interests, for the year ended December 31, 2023, compared to the year ended December 31, 2022, is as follows:

Revenue and Reported Production Subject to our Stream and Royalty Interests

Year Ended December 31, 2023 and 2022

(In thousands, except reported production in oz. and lbs.)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

​

​

​

​

​

Reported

​

​

​

​

Reported

Stream/Royalty

    

Metal(s)

    

Revenue

    

Production(1)

    

Revenue

    

Production(1)

Stream(2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mount Milligan

​

​

​

$

158,167

​

​

​

​

$

180,543

​

​

​

​

​

Gold

​

​

​

​

58,000

oz.

​

​

​

​

67,800

oz.

​

​

Copper

​

​

​

​

11.8

Mlbs.

​

​

​

​

14.8

Mlbs.

Pueblo Viejo

​

​

​

$

76,247

​

​

​

​

$

85,863

​

​

​

​

​

Gold

​

​

​

​

27,100

oz.

​

​

​

​

33,200

oz.

​

​

Silver

​

​

​

​

1.0

Moz.

​

​

​

​

1.2

Moz.

Andacollo

​

Gold

​

$

48,920

​

25,500

oz.

​

$

47,347

​

26,200

oz.

Khoemacau

​

Silver

​

$

34,602

​

1.5

Moz.

​

$

18,786

​

887,700

oz.

Other(3)

​

​

​

$

100,344

​

​

​

​

$

85,254

​

​

​

​

​

Gold

​

​

​

​

48,500

oz.

​

​

​

​

44,300

oz.

​

​

Silver

​

​

​

​

270,100

oz.

​

​

​

​

225,400

oz.

Total stream revenue

​

​

​

$

418,280

​

​

​

​

$

417,793

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty(2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cortez Legacy Zone

​

Gold

​

$

79,920

​

396,000

oz.

​

$

47,769

​

299,800

oz.

Cortez CC Zone

​

Gold

​

​

14,626

​

494,700

oz.

​

​

2,790

​

114,400

oz.

Peñasquito

​

​

​

$

17,772

​

​

​

​

$

43,165

​

​

​

​

​

Gold

​

​

​

​

129,600

oz.

​

​

​

​

572,600

oz.

​

​

Silver

​

​

​

​

16.7

Moz.

​

​

​

​

29.7

Moz.

​

​

Lead

​

​

​

​

106.9

Mlbs.

​

​

​

​

146.8

Mlbs.

​

​

Zinc

​

​

​

​

222.4

Mlbs.

​

​

​

​

373.1

Mlbs.

Other(3)

​

Various

​

$

75,119

​

N/A

​

​

$

91,689

​

N/A

​

Total royalty revenue

​

​

​

$

187,437

​

​

​

​

$

185,413

​

​

​

Total revenue

​

$

605,717

​

​

​

​

$

603,206

​

​

​

(1)Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the years ended December 31, 2023 and 2022, and may differ from the operators’ public reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.
(2)Refer to Item 2, Properties, for further discussion on our principal stream and royalty interests.
(3)Individually, with the exception of the Rainy River stream (6.4% for the year ended December 31, 2023 and 5.3% for the year ended December 31, 2022) and Wassa (5.4% for the year ended December 31, 2023 and 5.2% for the year ended December 31, 2022), no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

The increase in our total revenue for the year ended December 31, 2023, compared with the year ended December 31, 2022, resulted primarily from higher gold production at the Cortez Legacy Zone, the new Cortez royalties acquired in 2022 and higher gold and silver prices when compared to the prior year. These increases were partially offset by an approximate 4 month suspension of operations at Peñasquito commencing in June 2023 due to a strike by the Union and lower gold and copper sales at Mount Milligan compared to the prior year.

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Table of Contents

Gold and silver ounces and copper pounds purchased and sold during the year ended December 31, 2023 and 2022, as well as gold, silver and copper in inventory as of December 31, 2023 and 2022, for our stream interests were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

​

56,800

​

58,000

​

68,900

​

67,800

​

4,000

​

5,200

Pueblo Viejo

​

25,400

​

27,100

​

32,500

​

33,200

​

6,200

​

7,900

Andacollo

​

22,500

​

25,500

​

27,700

​

26,200

​

800

​

3,800

Other

​

48,600

​

48,500

​

44,600

​

44,300

​

4,200

​

4,100

Total

​

153,300

​

159,100

​

173,700

​

171,500

​

15,200

​

21,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Silver Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Khoemacau

​

1,516,400

​

1,487,000

​

951,500

​

887,700

​

135,300

​

105,900

Pueblo Viejo

​

907,000

​

1,021,900

​

1,238,600

​

1,216,700

​

223,000

​

337,800

Other

​

277,500

​

270,100

​

238,600

​

225,400

​

24,800

​

17,500

Total

​

2,700,900

​

2,779,000

​

2,428,700

​

2,329,800

​

383,100

​

461,200

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Copper Stream

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Inventory (Mlbs.)

    

Inventory (Mlbs.)

Mount Milligan

​

10.9

​

11.8

​

14.8

​

14.8

​

—

​

0.9

​

Cost of sales decreased to $90.5 million for the year ended December 31, 2023, from $94.6 million for the year ended December 31, 2022. The decrease was primarily due to lower gold and copper sales at Mount Milligan and lower gold and silver sales at Pueblo Viejo when compared to the prior year. This decrease was partially offset by higher silver sales at Khoemacau when compared to the prior year. Cost of sales, which excludes depreciation, depletion and amortization, is specific to our stream agreements and is the result of our purchase of gold, silver and copper for a cash payment. The cash payment for gold from Mount Milligan is the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold, silver or copper (Mount Milligan) spot price near the date of metal delivery.

General and administrative costs increased to $39.8 million for the year ended December 31, 2023, from $34.6 million for the year ended December 31, 2022. The increase was primarily due to higher corporate costs and an increase in non-cash stock compensation expense.

​

Depreciation, depletion and amortization decreased to $164.9 million for the year ended December 31, 2023, from $178.9 million for the year ended December 31, 2022. The decrease was primarily due to lower depletion rates at Pueblo Viejo as a result of proven and probable mineral reserve increases when compared to the prior year. The decrease was partially offset by higher depletion expense at Khoemacau due to the ramp-up of production in 2023 and additional depletion from the newly acquired royalties at Cortez in 2022.

There were no impairment charges on any of our stream or royalty interests for the year ended December 31, 2023. During the year ended December 31, 2022, we recognized an impairment loss of $4.3 million on the carrying value of a non-principal exploration stage royalty due to new legal information received. Refer to Note 4 of our notes to consolidated financial statements for further discussion on the impairment.

Interest and other expense increased to $30.9 million resultingfor the year ended December 31, 2023, from $17.2 million for the year ended December 31, 2022. The increase in a working capital of $109.3 million and athe current ratio of 5 to 1.  This compares to current assets of $167.9 million and current liabilities of $25.9 million at June 30, 2016, resulting in a working capital of $142.0 million and a current ratio of approximately 7 to 1.  The decrease in our current ratioperiod was primarily attributable to higher interest expense as a decrease in our cash and equivalents primarily dueresult of higher interest rates when compared to the repayments on our outstanding borrowings under the revolving credit facility during the currentprior period. Please refer to “SummaryThe all-in interest rates as of Cash Flows” below for further discussion on changes to our cashDecember 31, 2023 and equivalents during the period.

During the fiscal year ended June 30, 2017, liquidity needs2022, were met from $353.5 million in net revenue6.56% and our available cash resources.  As of June 30, 2017, the Company had $750 million available and $250 million outstanding under its revolving credit facility.  Working capital, combined with the Company’s undrawn revolving credit facility, resulted in $859.3 million of total liquidity at June 30, 2017.5.93%, respectively. Refer to Note 5 of our notes to consolidated financial statements and below (“Recent Liquidity and Capital Resource Developments”) for further discussion on our debt.

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service, general and administrativeIncome tax expense costs and capital expenditureswas $42.0 million for the foreseeable future.  Our current financial resources are also available to fund dividends and for acquisitions of stream and royalty interests.  Our long-term capital requirements are primarily affected by our ongoing acquisition activities.  The Company currently, and generally at any time, has acquisition opportunities in various stages of active review.  In the event of one or more substantial stream and royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary.

Please refer to our risk factors included in Part I, Item 1A of this report for a discussion of certain risks that may impact the Company’s liquidity and capital resources.

Recent Liquidity and Capital Resource Developments

Revolving Credit Facility Expansion

On June 2, 2017, the Company entered into a new $1 billion, 5-year revolving credit facility (“New Credit Facility”) with a final maturity in June 2022.  The New Credit Facility replaces the Company’s prior $650 million credit facility under the Sixth Amended & Restated Credit Agreement, dated as of January 29, 2014 (as amended) (“Prior Credit Facility”) that was set to mature in March 2021.  The Company repaid the Prior Credit Facility using a combination of cash on hand of $50 million and a borrowing under the New Credit Facility of $250 million.  The Company has $750 million of availability under the New Credit Facility as of June 30, 2017.

The New Credit Facility was entered into by Royal Gold as borrower, a wholly-owned subsidiary of Royal Gold as guarantor, and the Bank of Nova Scotia (“BNS”), as administrative agent, and BNS, HSBC Bank USA, National Association (“HSBC”), Canadian Imperial Bank of Commerce (“CIBC”), Bank of America, N.A., Goldman Sachs Bank USA, The Bank of Montreal, National Bank Financial, and Royal Bank of Canada, as lenders. Other agents under the New Credit Facility include BNS, HSBC and CIBC as Co-Lead Arrangers and Joint Bookrunners, HSBC as Syndication Agent and CIBC as Documentation Agent.

Features of the New Credit Facility include: (1) a $350 million increase in maximum aggregate commitments over the Prior Credit Facility from $650 million to $1.0 billion; (2) a final maturity of June 2022year ended December 31, 2023, as compared to March 2021 under the Prior Credit Facility; (3) a $250 million accordion feature, which allows the Company to increase commitments under the facility, subject to satisfaction of certain conditions and receipt of additional commitments from existing or new

38

Table of Contents

lenders, to an aggregate commitment amount of up to $1.25 billion; (4) commitment fees on undrawn amounts ranging from 0.25% per annum to 0.55% per annum based on the Company’s leverage ratio (as defined therein); (5) an interest rate, as selected by the Company, based on the Company’s leverage ratio, which rates range from either (i) LIBOR + 1.25% per annum to LIBOR + 2.75% per annum or (ii) the “base rate” plus an applicable margin of 0.25% per annum to 1.75% per annum, where the “base rate” is equal to the greatest of (A) the applicable annual interest rate charged by BNS for U.S. Dollar loans, (B) the aggregate of the Federal Funds Effective Rate (as defined therein) plus 0.5% per annum and (C) LIBOR for an interest period of one month plus 1.0% per annum; (6) a minimum interest coverage ratio (as defined therein) of 3.0 to 1.0, and (7) a maximum leverage ratio (as defined therein) of 3.5 to 1.0, increasing to 4.0 to 1.0 for two quarters following completion of a material permitted acquisition of $250 million or more (as further defined therein).

The Company was in compliance with each financial covenant under the New Credit Facility as of June 30, 2017.

Dividend Increase

On November 15, 2016, we announced an increase in our annual dividend for calendar 2017 from $0.92 to $0.96, payable on a quarterly basis of $0.24 per share.  The newly declared dividend is 4.4% higher than the dividend paid during calendar 2016.  Royal Gold has steadily increased its annual dividend since calendar 2001.

Summary of Cash Flows

Operating Activities

Net cash provided by operating activities totaled $265.9$32.9 million for the fiscal year ended June 30, 2017, compared to $169.9 million for the fiscal year ended June 30, 2016.  The increase was primarily due to an increase in proceeds received from our stream and royalty interests, net of production taxes and cost of sales, of approximately $56.5 million.  The increase was also due to a decrease in income taxes paid of approximately $49.2 million,December 31, 2022, which resulted from $47.7 millionin an effective tax rate of cash taxes paid for the termination of the Andacollo royalty during the prior year, partially offset by $9.7 million of cash taxes paid to taxing authorities, as a condition for appealing an assessment, during14.9% in the current period and 12.1% in the prior

Net cash provided by operating activities totaled $169.9 million74

Table of Contents

period. The effective tax rates for the fiscal yearyears ended June 30, 2016, compared to $192.1 million forDecember 31, 2023 and 2022, were primarily impacted by the fiscal year ended June 30, 2015.  The decrease was primarily due to an increase in income taxes paidrelease of approximately $55.8 million primarily related to the sale of the Andacollo royalty, an increase in exploration costs of approximately $6.4 million and an increase in interest paid of approximately $7.3 million.  These decreases in net cash provided by operating activities were partially offset by an increase in proceeds received from our stream and royalty interests, net of production taxes and cost of sales, of $47.5 million.

Investing Activities

Net cash used in investing activities totaled $200.1 million for the fiscal year ended June 30, 2017, compared to cash used in investing activities of $1.0 billion for the fiscal year ended June 30, 2016.  The decrease in cash used in investing activities is primarily due to a decrease in acquisitions of stream and royalty interests in mineral properties compared to the prior year period (primarily the Pueblo Viejo and Andacollo stream acquisitions).  Refer to Item 1, Fiscal 2017 Business Developments, for further discussionvaluation allowances on our recently acquired royalty interests.certain foreign deferred tax assets.

Net cash used in investing activities totaled $1.0 billion for the fiscal year ended June 30, 2016, compared to $51.2 million for the fiscal year ended June 30, 2015. The increase in cash used in investing activities was primarily due to an increase in acquisitions of stream and royalty interests in mineral properties (primarily the Pueblo Viejo and Andacollo stream acquisitions) compared to the prior year period.

Financing Activities

Net cash used in financing activities totaled $96.6 million for the fiscal year ended June 30, 2017, compared to cash provided by financing activities of $213.4 million for the fiscal year ended June 30, 2016.  The decrease in cash provided by financing activities is primarily due to the Company’s $350 million borrowing under its revolving credit facility to fund

39

Table of Contents

stream acquisitions during the prior year period.  During the fiscal year ended June 30, 2017, the Company repaid $95.0 million of the outstanding borrowings under the Prior Credit Facility.

Net cash provided by financing activities totaled $213.4 million for the fiscal year ended June 30, 2016, compared to cash used in financing activities of $57.6 million for the fiscal year ended June 30, 2015. The increase in cash provided by financing activities was primarily due to the Company’s $275 million borrowing (net of repayment) under the Prior Credit Facility to fund stream acquisitions during the current period.

Contractual Obligations

Our contractual obligations as of June 30, 2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period (in thousands)

 

 

 

 

 

Less than

 

 

 

 

 

 

 

More than

Contractual Obligations

 

Total

 

1 Year

 

1 - 3 Years

 

3 - 5 Years

 

5 Years

2019 Notes(1)

    

$

391,276

    

$

10,638

    

$

380,638

    

$

 —

    

$

 —

Revolving credit facility(2)

 

$

308,462

 

$

11,875

 

$

23,750

 

$

272,837

 

$

 —

Total

 

$

699,738

 

$

22,513

 

$

404,388

 

$

272,837

 

$

 —

(1)

Amounts represent principal ($370 million) and estimated interest payments ($21.3 million) assuming no early extinguishment.

(2)

Amounts represent principal ($250 million) and estimated interest payments ($58.5 million) assuming no early extinguishment.

For information on our contractual obligations, see Note 5 of the notes to consolidated financial statements under Part II, Item 8, “Financial Statements and Supplementary Data” of this report.  The above table does not include stream or royalty commitments as discussed in Note 14 of the notes to consolidated financial statements.  The Company believes it will be able to fund all current obligations from net cash provided by operating activities.

Off‑Balance Sheet Arrangements

We do not have any off‑balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Results of Operations

Fiscal Year Ended June 30, 2017,December 31, 2023, Compared with Fiscal Year Ended June 30, 2016December 31, 2022 (In thousands, except share data)

​

For the fiscal year ended June 30, 2017,December 31, 2023, we recorded net income attributable to Royal Gold stockholders of $101.5$239.4 million, or $1.55$3.64 per basic share and $1.55$3.63 per diluted share, as compared to a net lossincome attributable to Royal Gold stockholders of $77.1$239.0 million, or ($1.18)$3.64 per basic and $3.63 per diluted share, for the fiscal year ended June 30, 2016.  The increase in our earnings per share was primarily attributable to an increase in our revenue in the current period, as discussed below, impairment charges of approximately $99.0 million (including a royalty receivable write down of approximately $2.9 million) on our stream interest at the Phoenix Gold Project and certain other non-principal royalty interests in the prior period, and the impact of $56 million of additional tax expense in the prior period related to the termination of the Andacollo royalty interest and the liquidation of our Chilean subsidiary.  The effect of the impairment charges during the fiscal year ended June 30, 2016, was $1.33 per basic share, after taxes.  The effect of the tax expense attributable to the termination of the Andacollo royalty interest during the fiscal year ended June 30, 2016, was $0.86 per share.December 31, 2022.

For the fiscal year ended June 30, 2017,December 31, 2023, we recognized total revenue of $440.8$605.7 million, which is comprised of stream revenue of $314.0$418.3 million and royalty revenue of $126.8$187.4 million, at an average gold price of $1,259$1,941 per ounce, an average

72

Table of Contents

silver price of $17.88$23.35 per ounce and an average copper price of $2.44$3.85 per pound, compared to total revenue of

40

Table of Contents

$359.8 $603.2 million, which is comprised of stream revenue of $238.0$417.8 million and royalty revenue of $121.8$185.4 million, at an average gold price of $1,168$1,800 per ounce, an average silver price of $15.32$21.73 per ounce and an average copper price of $2.22$3.99 per pound, for the fiscal year ended June 30, 2016. December 31, 2022.

Revenue and the corresponding production attributable to our stream and royalty interests, for the fiscal year ended June 30, 2017December 31, 2023, compared to the fiscal year ended June 30, 2016December 31, 2022, is as follows:

Revenue and Reported Production Subject to our Stream and Royalty Interests

Fiscal YearsYear Ended June 30, 2017December 31, 2023 and 20162022

(In thousands, except reported production in ozs.oz. and lbs.)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

​

​

​

​

​

Reported

​

​

​

​

Reported

Stream/Royalty

    

Metal(s)

    

Revenue

    

Production(1)

    

Revenue

    

Production(1)

Stream(2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mount Milligan

​

​

​

$

158,167

​

​

​

​

$

180,543

​

​

​

​

​

Gold

​

​

​

​

58,000

oz.

​

​

​

​

67,800

oz.

​

​

Copper

​

​

​

​

11.8

Mlbs.

​

​

​

​

14.8

Mlbs.

Pueblo Viejo

​

​

​

$

76,247

​

​

​

​

$

85,863

​

​

​

​

​

Gold

​

​

​

​

27,100

oz.

​

​

​

​

33,200

oz.

​

​

Silver

​

​

​

​

1.0

Moz.

​

​

​

​

1.2

Moz.

Andacollo

​

Gold

​

$

48,920

​

25,500

oz.

​

$

47,347

​

26,200

oz.

Khoemacau

​

Silver

​

$

34,602

​

1.5

Moz.

​

$

18,786

​

887,700

oz.

Other(3)

​

​

​

$

100,344

​

​

​

​

$

85,254

​

​

​

​

​

Gold

​

​

​

​

48,500

oz.

​

​

​

​

44,300

oz.

​

​

Silver

​

​

​

​

270,100

oz.

​

​

​

​

225,400

oz.

Total stream revenue

​

​

​

$

418,280

​

​

​

​

$

417,793

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty(2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cortez Legacy Zone

​

Gold

​

$

79,920

​

396,000

oz.

​

$

47,769

​

299,800

oz.

Cortez CC Zone

​

Gold

​

​

14,626

​

494,700

oz.

​

​

2,790

​

114,400

oz.

Peñasquito

​

​

​

$

17,772

​

​

​

​

$

43,165

​

​

​

​

​

Gold

​

​

​

​

129,600

oz.

​

​

​

​

572,600

oz.

​

​

Silver

​

​

​

​

16.7

Moz.

​

​

​

​

29.7

Moz.

​

​

Lead

​

​

​

​

106.9

Mlbs.

​

​

​

​

146.8

Mlbs.

​

​

Zinc

​

​

​

​

222.4

Mlbs.

​

​

​

​

373.1

Mlbs.

Other(3)

​

Various

​

$

75,119

​

N/A

​

​

$

91,689

​

N/A

​

Total royalty revenue

​

​

​

$

187,437

​

​

​

​

$

185,413

​

​

​

Total revenue

​

$

605,717

​

​

​

​

$

603,206

​

​

​

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

 

 

 

June 30, 2017

 

June 30, 2016

 

 

 

 

 

 

 

Reported

 

 

 

 

Reported

Stream/Royalty

    

Metal(s)

    

Revenue

    

Production(1)

    

Revenue

    

Production(1)

Stream(2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mount Milligan

 

 

 

$

136,736

 

 

 

 

$

125,438

 

 

 

 

 

Gold

 

 

 

 

103,400

oz.

 

 

 

 

108,800

oz.

 

 

Copper

 

 

 

 

2.6

Mlbs.

 

 

N/A

 

N/A

 

Pueblo Viejo(3)

 

 

 

$

91,589

 

 

 

 

$

39,683

 

 

 

 

 

Gold

 

 

 

 

50,700

oz.

 

 

 

 

31,200

oz.

 

 

Silver

 

 

 

 

1.6

Moz.

 

 

 

 

208,900

oz.

Andacollo

 

Gold

 

$

60,251

 

47,800

oz.

 

 

49,243

 

41,600

oz.

Wassa and Prestea

 

Gold

 

$

25,435

 

20,300

oz.

 

$

23,346

 

20,100

oz.

Other(4)

 

Gold

 

$

N/A

 

N/A

 

 

$

318

 

300

oz.

Total stream revenue

 

 

 

$

314,011

 

 

 

 

$

238,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty(2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peñasquito

 

 

 

$

26,687

 

 

 

 

$

22,760

 

 

 

 

 

Gold

 

 

 

 

556,300

oz.

 

 

 

 

584,000

oz.

 

 

Silver

 

 

 

 

20.7

Moz.

 

 

 

 

21.4

Moz.

 

 

Lead

 

 

 

 

125.2

Mlbs.

 

 

 

 

134.2

Mlbs.

 

 

Zinc

 

 

 

 

317.8

Mlbs.

 

 

 

 

333.0

Mlbs.

Cortez

 

Gold

 

$

6,504

 

64,200

oz.

 

$

6,107

 

74,000

oz.

Other(4)

 

Various

 

$

93,612

 

N/A

 

 

$

92,895

 

N/A

 

Total royalty revenue

 

 

 

$

126,803

 

 

 

 

$

121,762

 

 

 

Total revenue

 

$

440,814

 

 

 

 

$

359,790

 

 

 

(1)

(1)

Reported production relates to the amount of stream metal sales subjectand the metal sales attributable to our stream and royalty interests for the twelve monthsyears ended June 30, 2017December 31, 2023 and 2016,2022, and may differ from the operators’ public reporting.

reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

(2)

(2)

Refer to Item 2, Properties, for further discussion on our principal stream and royalty interests.  Our streams at Andacollo, Pueblo Viejo

(3)Individually, with the exception of the Rainy River stream (6.4% for the year ended December 31, 2023 and 5.3% for the year ended December 31, 2022) and Wassa (5.4% for the year ended December 31, 2023 and Prestea were acquired during5.2% for the quarteryear ended September 30, 2015.

(3)

The first gold and silver stream deliveries were in December 2015 and March 2016, respectively.

(4)

Individually,31, 2022), no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

The increase in our total revenue for the fiscal year ended June 30, 2017,December 31, 2023, compared with the fiscal year ended June 30, 2016,December 31, 2022, resulted primarily from an increasehigher gold production at the Cortez Legacy Zone, the new Cortez royalties acquired in our stream revenue,2022 and an increase in the averagehigher gold and silver prices.  The increaseprices when compared to the prior year. These increases were partially offset by an approximate 4 month suspension of operations at Peñasquito commencing in our stream revenue was primarily attributableJune 2023 due to increaseda strike by the Union and lower gold productionand copper sales at our Pueblo Viejo and Andacollo gold streams and new silver production from our Pueblo Viejo silver stream.  Our first silver stream delivery from Pueblo Viejo was in March 2016, andMount Milligan compared to the first revenue from Pueblo Viejo silver sales was recognized in the June 2016 quarter.

prior year.

41

73

Table of Contents

Gold and silver ounces and copper pounds purchased and sold during the fiscal yearsyear ended June 30, 2017December 31, 2023 and 2016,2022, as well as gold, silver and copper in inventory as of June 30, 2017December 31, 2023 and 2016,2022, for our streamingstream interests were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

​

56,800

​

58,000

​

68,900

​

67,800

​

4,000

​

5,200

Pueblo Viejo

​

25,400

​

27,100

​

32,500

​

33,200

​

6,200

​

7,900

Andacollo

​

22,500

​

25,500

​

27,700

​

26,200

​

800

​

3,800

Other

​

48,600

​

48,500

​

44,600

​

44,300

​

4,200

​

4,100

Total

​

153,300

​

159,100

​

173,700

​

171,500

​

15,200

​

21,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Silver Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Khoemacau

​

1,516,400

​

1,487,000

​

951,500

​

887,700

​

135,300

​

105,900

Pueblo Viejo

​

907,000

​

1,021,900

​

1,238,600

​

1,216,700

​

223,000

​

337,800

Other

​

277,500

​

270,100

​

238,600

​

225,400

​

24,800

​

17,500

Total

​

2,700,900

​

2,779,000

​

2,428,700

​

2,329,800

​

383,100

​

461,200

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Year Ended

​

As of

​

As of

​

​

December 31, 2023

​

December 31, 2022

​

December 31, 2023

​

December 31, 2022

Copper Stream

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Inventory (Mlbs.)

    

Inventory (Mlbs.)

Mount Milligan

​

10.9

​

11.8

​

14.8

​

14.8

​

—

​

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

As of

 

As of

 

 

June 30, 2017

 

June 30, 2016

 

June 30, 2017

 

June 30, 2016

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

 

96,000

 

103,400

 

111,000

 

108,800

 

100

 

7,500

Pueblo Viejo

 

52,600

 

50,700

 

42,200

 

31,200

 

12,900

 

11,000

Andacollo

 

47,900

 

47,800

 

41,700

 

41,600

 

100

 

 —

Wassa and Prestea

 

19,900

 

20,300

 

21,400

 

20,100

 

1,000

 

1,300

Phoenix Gold

 

 —

 

 —

 

300

 

300

 

 —

 

 —

Total

 

216,400

 

222,200

 

216,600

 

202,000

 

14,100

 

19,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

As of

 

As of

 

 

June 30, 2017

 

June 30, 2016

 

June 30, 2017

 

June 30, 2016

Silver Stream

    

Purchases (Moz.)

    

Sales (Moz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Pueblo Viejo

 

1.8

 

1.6

 

532,600

 

208,900

 

536,800

 

323,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

As of

 

As of

 

 

June 30, 2017

 

June 30, 2016

 

June 30, 2017

 

June 30, 2016

Copper Stream

    

Purchases (tonnes)

    

Sales (tonnes)

    

Purchases (tonnes)

    

Sales (tonnes)

    

Inventory (tonnes)

    

Inventory (tonnes)

Mount Milligan

 

1,165

 

1,165

 

N/A

 

N/A

 

 -

 

N/A

Our royalty revenue increased during the fiscal year ended June 30, 2017, compared with the fiscal year ended June 30, 2016, primarily due to an increase in the average metal prices.  Refer to Part I, Item 2, Properties, for discussion and any updates on our principal producing properties.​

Cost of sales were approximately $87.3decreased to $90.5 million for the fiscal year ended June 30, 2017, compared to $71.0December 31, 2023, from $94.6 million for the fiscal year ended June 30, 2016.December 31, 2022. The increase isdecrease was primarily attributabledue to an increase inlower gold production and newcopper sales at Mount Milligan and lower gold and silver stream productionsales at Pueblo Viejo which resulted in additional costwhen compared to the prior year. This decrease was partially offset by higher silver sales at Khoemacau when compared to the prior year. Cost of sales, of approximately $15.6 million.  Cost of saleswhich excludes depreciation, depletion and amortization, is specific to our stream agreements and is the result of RGLD Gold’sour purchase of gold, silver and copper for a cash payment. The cash payment for gold from Mount Milligan is the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold, silver or copper (Mount Milligan) spot price near the date of metal delivery.

General and administrative expensescosts increased to $33.4$39.8 million for the fiscal year ended June 30, 2017,December 31, 2023, from $31.7$34.6 million for the fiscal year ended June 30, 2016.  The increase during the current period was primarily due to an increase in legal and litigation costs. 

Exploration costs increased to $12.9 million for the fiscal year ended June 30, 2017, from $8.6 million for the fiscal year ended June 30, 2016.  Exploration costs are specific to the exploration and advancement of the Peak Gold JV, as discussed further in Note 3 of the notes to consolidated financial statements.

Depreciation, depletion and amortization expense increased to $159.6 million for the fiscal year ended June 30, 2017, from $141.1 million for the fiscal year ended June 30, 2016.  The increase was primarily attributable to increased gold sales and new silver sales from our gold and silver streams at Pueblo Viejo, which resulted in additional depletion of approximately $23.3 million during the current period.  This increase was partially offset by a decrease in depletion expense on our Voisey’s Bay royalty of approximately $9.5 million, due to the ongoing dispute related to the calculation of the NSR royalty (see Note 14 of our notes to consolidated financial statements).

Interest and other income increased to $9.3 million for the fiscal year ended June 30, 2017, from $3.7 million for the fiscal year ended June 30, 2016.December 31, 2022. The increase was primarily due to a gain recognized on consideration received as part of the termination of our Phoenix Gold Project streaming interest.  In exchange for the termination of the Phoenix Gold Project streaming interest, the Company received approximately three million common shares of Rubicon Minerals Corporation (“Rubicon”), the operator of the Phoenix Gold Project.  The fair value of the Rubicon common shares,higher corporate costs and corresponding gain, received upon exchange was approximately $3.4 million.  The increase in interest and other income was also due to consideration received as part of a legal settlement and termination of a non-principal royalty of approximately $2.6 million.

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During the fiscal year ended June 30, 2017, we recognized income tax expense totaling $26.4 million compared with $60.7 million during the fiscal year ended June 30, 2016.  This resulted in an effective tax rate of 22.2% during the current period, compared with (278.9%) in the prior period.  The decrease in the effective tax rate for the fiscal year ending June 30, 2017 is primarily related to the discrete tax impacts attributable to the Company’s Andacollo transactions and the liquidation of our Chilean subsidiary during the fiscal year ended June 30, 2016. 

Fiscal Year Ended June 30, 2016, Compared with Fiscal Year Ended June 30, 2015

For the fiscal year ended June 30, 2016, we recorded a net loss available to Royal Gold common stockholders of $77.1 million, or ($1.18) per basic share and diluted share, compared to net income available to Royal Gold common stockholders of $52.0 million, or $0.80 per basic share and diluted share, for the fiscal year ended June 30, 2015.  The decrease in our earnings per share was primarily attributable to impairment charges of approximately $98.6 million (including a royalty receivable write down of approximately $2.9 million) on our stream interest at the Phoenix Gold Project and certain other non‑principal royalty interests during our quarter ended March 31, 2016, as discussed further below.  The decrease in our earnings per share was also attributable to an increase in tax expense of approximately $56.0 million due to the Company’s termination of the Andacollo royalty interest, as discussed below, and the planned liquidation of our Chilean subsidiary during the quarter ended September 30, 2015.  These decreases were partially offset by an increase in our revenue, which is also discussed below.  The effect of the impairment charges during our fiscal year ended June 30, 2016, was $1.33 per basic share, after taxes, while the effect of the tax expense attributable to the termination of the Andacollo royalty interest during the current period, was $0.86 per basic share.  During the prior year period, our earnings per share were negatively impacted by impairment charges of approximately $31.3 million (including a royalty receivable write down of $3.0 million) on certain non‑principal royalty interests.  The effect of the impairment charges during the fiscal year ended June 30, 2015, was $0.37 per basic share, after taxes.non-cash stock compensation expense.

For the fiscal year ended June 30, 2016, we recognized total revenue of $359.8 million, which is comprised of stream revenue of $238.0 million and royalty revenue of $121.8 million, at an average gold price of $1,168 per ounce, an average silver price of $15.32 per ounce and an average copper price of $2.22 per pound, compared to total revenue of $278.0 million, which is comprised of stream revenue of $94.1 million and royalty revenue of $183.9 million, at an average gold price of $1,224 per ounce, an average silver price of $17.36 per ounce and an average copper price of $2.89 per pound, for the fiscal year ended June 30, 2015.  Revenue and the corresponding production, attributable to our stream and royalty interests, for the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015 is as follows:

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Revenue and Reported Production Subject to our Stream and Royalty Interests

Fiscal Years Ended June 30, 2016 and 2015

(In thousands, except reported production in ozs. and lbs.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year ended

 

Fiscal Year ended

 

 

 

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

 

 

Reported

 

 

 

 

Reported

Stream/Royalty

 

Metal(s)

  

Revenue

  

Production(1)

 

Revenue

  

Production(1)

Stream (2):

  

 

 

 

 

 

 

 

  

 

 

 

 

 

Mount Milligan

 

Gold

 

$

125,438

 

108,800

oz.

 

$

94,104

 

76,900

oz.

Andacollo

 

Gold

 

$

49,243

 

41,600

oz.

 

 

N/A

 

N/A

 

Pueblo Viejo

 

 

 

$

39,683

 

 

 

 

 

N/A

 

 

 

 

 

Gold

 

 

 

 

31,200

oz.

 

 

 

 

N/A

 

 

 

Silver

 

 

 

 

208,900

oz.

 

 

 

 

N/A

 

Wassa and Prestea

 

Gold

 

$

23,346

 

20,100

oz.

 

 

N/A

 

N/A

 

Other(4)

 

Gold

 

$

318

 

300

oz.

 

 

N/A

 

N/A

 

Total stream revenue

 

 

 

$

238,028

 

 

 

 

$

94,104

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty:

 

  

 

 

  

 

 

 

 

 

  

 

 

 

Peñasquito

 

  

 

$

22,760

 

 

 

 

$

30,306

 

 

 

 

 

Gold

 

 

  

 

584,000

oz.

 

 

  

 

742,100

oz.

 

 

Silver

 

 

  

 

21.4

Moz.

 

 

  

 

24.6

Moz.

 

 

Lead

 

 

  

 

134.2

Mlbs.

 

 

  

 

158.4

Mlbs.

 

 

Zinc

 

 

  

 

333.0

Mlbs.

 

 

  

 

340.8

Mlbs.

Voisey’s Bay(3)

 

  

 

$

11,044

 

 

 

 

$

16,665

 

 

 

 

 

Nickel

 

 

  

 

78.6

Mlbs.

 

 

  

 

62.8

Mlbs.

 

 

Copper

 

 

  

 

56.2

Mlbs.

 

 

  

 

64.8

Mlbs.

Holt(3)

 

Gold

 

$

10,295

 

58,300

oz.

 

$

11,954

 

61,500

oz.

Cortez

 

Gold

 

$

6,107

 

74,000

oz.

 

$

18,044

 

229,000

oz.

Andacollo

 

Gold

 

$

 —

 

 -

oz.

 

$

38,033

 

41,500

oz.

Other(4)

 

Various

 

$

71,556

 

N/A

 

 

$

68,913

 

N/A

 

Total royalty revenue

 

  

 

$

121,762

 

  

 

 

$

183,915

 

  

 

Total revenue

 

  

 

$

359,790

 

  

 

 

$

278,019

 

  

 

(1)

Reported production relates to the amount of metal sales, subject to our stream and royalty interests, for the twelve months ended June 30, 2016 and 2015, and may differ from the operators’ public reporting.

(2)

Our streams at Andacollo, Pueblo Viejo and Wassa and Prestea were acquired during the quarter ended September 30, 2015.

(3)

Royalty no longer considered principal to our business as of June 30, 2016.

(4)

Individually, no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

The increase in our total revenue for the fiscal year ended June 30, 2016, compared with the fiscal year ended June 30, 2015, resulted primarily from an increase in our stream revenue, which was a result of increased production at Mount Milligan and new production from our recently acquired streams, Wassa and Prestea, Pueblo Viejo, and Andacollo.

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Gold and silver ounces purchased and sold during the fiscal year ended June 30, 2016 and 2015, as well as gold and silver ounces in inventory as of June 30, 2016 and 2015, for our streaming interests were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

As of

 

As of

 

 

June 30, 2016

 

June 30, 2015

 

June 30, 2016

 

June 30, 2015

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

 

111,000

 

108,800

 

74,400

 

76,900

 

7,500

 

5,300

Pueblo Viejo

 

42,200

 

31,200

 

N/A

 

N/A

 

11,000

 

N/A

Andacollo

 

41,700

 

41,600

 

N/A

 

N/A

 

 —

 

N/A

Wassa and Prestea

 

21,400

 

20,100

 

N/A

 

N/A

 

1,300

 

N/A

Phoenix Gold

 

300

 

300

 

N/A

 

N/A

 

 —

 

N/A

Total

 

216,600

 

202,000

 

74,400

 

76,900

 

19,800

 

5,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

As of

 

As of

 

 

June 30, 2016

 

June 30, 2015

 

June 30, 2016

 

June 30, 2015

Silver Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Pueblo Viejo

 

532,600

 

208,900

 

N/A

 

N/A

 

323,700

 

N/A

Our royalty revenue decreased during the fiscal year ended June 30, 2016, compared with the fiscal year ended June 30, 2015, due to decreases in the average metal prices, the sale of the Andacollo royalty, and production decreases at Peñasquito and Cortez.  Refer to Part I, Item 2, Properties, for discussion and any updates on our principal producing properties.

Cost of sales were approximately $71.0 million for the fiscal year ended June 30, 2016, compared to $33.5 million for the fiscal year ended June 30, 2015.  The increase is primarily attributable to an increase in production at Mount Milligan and new stream production at Andacollo, Pueblo Viejo, and Wassa and Prestea.  Cost of sales is specific to our stream agreements and is the result of RGLD Gold’s purchase of gold and silver for a cash payment.  The cash payment for gold from Mount Milligan is the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold or silver spot price near the date of metal delivery.

General and administrative expenses increased to $31.7 million for the fiscal year ended June 30, 2016, from $24.9 million for the fiscal year ended June 30, 2015.  The increase during the current period was primarily due to an increase in non‑cash stock based compensation of approximately $4.9 million as a result of management’s change in estimate for the number of performance shares that were expected to vest.

Exploration costs increased to $8.6 million for the fiscal year ended June 30, 2016, from $2.2 million for the fiscal year ended June 30, 2015.  Exploration costs are specific to the exploration and advancement of the Peak Gold JV, as discussed further in Note 3 of the notes to consolidated financial statements.​

Depreciation, depletion and amortization expense increaseddecreased to $141.1$164.9 million for the fiscal year ended June 30, 2016,December 31, 2023, from $93.5$178.9 million for the fiscal year ended June 30, 2015.December 31, 2022. The increase was primarily attributable to the ramp‑up in production at Mount Milligan ($11.4 million) and new production from the recently acquired streams at Pueblo Viejo ($21.9 million), Wassa and Prestea ($7.8 million) and Andacollo ($9.0 million) during the fiscal year ended June 30, 2016.

Impairment of stream and royalty interests and royalty receivables was $98.6 million for the fiscal year ended June 30, 2016 compared to $31.3 million for the fiscal year end June 30, 2015.  The impairment of stream and royalty interests ($96.1 million) was the result of our regular impairment analysis conducted during the quarter ended March 31, 2016, anddecrease was primarily due to lower depletion rates at Pueblo Viejo as a result of proven and probable mineral reserve increases when compared to the presenceprior year. The decrease was partially offset by higher depletion expense at Khoemacau due to the ramp-up of production in 2023 and additional depletion from the newly acquired royalties at Cortez in 2022.

There were no impairment indicatorscharges on any of our stream interest at the Phoenix Gold Project and two non‑principal producingor royalty interests Inata and Wolverine.  The Company alsofor the year ended December 31, 2023. During the year ended December 31, 2022, we recognized an allowanceimpairment loss of approximately $2.9$4.3 million on the entire outstandingcarrying value of a non-principal exploration stage royalty receivable associated with the Inata interest during the fiscal year ended June 30, 2016.  The Company continuesdue to pursue collection efforts of all past due payments.new legal information received. Refer to Note 4 of our notes to consolidated financial statements for further discussion on the impairments recognized during fiscal year 2016.impairment.

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DuringInterest and other expense increased to $30.9 million for the fiscal year ended June 30, 2016, we recognized incomeDecember 31, 2023, from $17.2 million for the year ended December 31, 2022. The increase in the current period was primarily attributable to higher interest expense as a result of higher interest rates when compared to the prior period. The all-in interest rates as of December 31, 2023 and 2022, were 6.56% and 5.93%, respectively. Refer to Note 5 of our notes to consolidated financial statements for further discussion on our debt.

Income tax expense totaling $60.7was $42.0 million compared with $9.6 million duringfor the fiscal year ended June 30, 2015. ThisDecember 31, 2023, as compared to $32.9 million for the year ended December 31, 2022, which resulted in an effective tax rate of (278.9%)14.9% in the current period and 12.1% in the prior

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period. The effective tax rates for the years ended December 31, 2023 and 2022, were primarily impacted by the release of valuation allowances on certain foreign deferred tax assets.

Liquidity and Capital Resources

We use our liquidity and capital resources to fund dividends and for the acquisition of stream and royalty interests, including any conditional funding schedules. Our short-term and long-term capital requirements are primarily affected by our ongoing acquisition activities. We currently, and generally at any time, have acquisition opportunities in various stages of active review. In the event of one or more substantial stream or royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary. We occasionally borrow and repay amounts under our revolving credit facility and may do so in the future. We believe that our current liquidity and capital resources will be adequate to cover our operating needs for the foreseeable future.

At December 31, 2023, we had working capital of $95 million, including $104.2 million of cash and equivalents. This compares to working capital of $122.2 million, including $118.6 million of cash and equivalents at December 31, 2022. The decrease in our working capital was primarily due to a decrease in our available cash, which resulted from increased debt repayments during the fiscalcurrent period.

During the year ended June 30, 2016,December 31, 2023, liquidity needs were met from $415.8 million in net cash provided by operating activities and our available cash resources. Working capital, combined with the $750 million of available capacity under our revolving credit facility, resulted in approximately $845 million of total liquidity at December 31, 2023. Refer to Note 5 of our notes to consolidated financial statements and below (“Recent Liquidity and Capital Resource Developments”) for further discussion on our debt.

At December 31, 2023, our contractual cash obligations are solely comprised of operating leases. We believe we will be able to fund all current cash obligations from net cash provided by operating activities. For additional information on our operating leases, see Note 6 of our notes to consolidated financial statements.

Please refer to our risk factors included in Part I, Item 1A of this report for a discussion of certain risks that may impact our liquidity and capital resources.

Recent Liquidity and Capital Resource Developments

Revolving Credit Facility Repayment

​

On December 6, 2023, we made a $75 million principal payment towards the outstanding balance on the revolving credit facility leaving $750 million available as of December 31, 2023.

​

Dividend Increase

​

On November 14, 2023, we announced an increase in our annual dividend for calendar year 2024 from $1.50 to $1.60 per share, payable on a quarterly basis of $0.40 per share. The newly declared dividend is 7% higher than the dividend paid during calendar year 2023. We have steadily increased our annual dividend for 23 years, or since calendar year 2001. We expect to pay our annual dividend using cash on hand.

​

Summary of Cash Flows

Operating Activities

Net cash provided by operating activities totaled $415.8 million for the year ended December 31, 2023, compared with 15.4%to $417.3 million for the year ended December 31, 2022. The decrease was primarily due to higher interest paid on the outstanding revolving credit facility compared to the prior period. This decrease was partially offset by higher proceeds received from our stream and royalty interests, net of cost of sales, compared to the prior period.

​

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Investing Activities

Net cash used in investing activities totaled $2.8 million for the year ended December 31, 2023, compared to net cash used in investing activities of $922.9 million for the year ended December 31, 2022. The decrease over the prior period was primarily due to the new royalty acquisitions during the fiscal year ended June 30, 2015.December 31, 2022.

Financing Activities

Net cash used in financing activities totaled $427.4 million for the year ended December 31, 2023, compared to net cash provided by financing activities of $480.6 million for the year ended December 31, 2022. The change was primarily due to an increase in the effective tax ratedebt outstanding for the fiscal year ended June 30, 2016 is primarily relatedDecember 31, 2022 of $575 million that was used to the impacts attributable to the Company’s Andacollo transactions, the liquidationfund acquisitions of our Chilean subsidiary,new royalty interests at Cortez and impairment chargesthe Great Bear Project, and the repayment of $325 million of debt outstanding during the current period.

Critical Accounting Estimates

​

Use of Estimates

The preparation of our fiscal year ended June 30, 2016.

Forward‑Looking Statements

Cautionary “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:  With the exception of historical matters, the matters discussedfinancial statements, in this Annual Report on Form 10-K are forward-looking statements that involve risks and uncertainties that could cause actual resultsconformity with U.S. generally accepted accounting principles (“U.S. GAAP”), requires management to differ materially from projections or estimates contained herein.  Such forward-looking statements include, without limitation, statements regarding projected productionmake estimates and assumptions. These estimates pertainingand assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses because they result primarily from the need to timingmake estimates and commencement of production fromassumptions on matters that are inherently uncertain.

We rely on mineral reserve and mineral resource estimates reported by the operators of the properties whereon which we hold stream and royalty interests; statements relatedinterests. These estimates and the underlying assumptions affect the potential impairments of long-lived assets and the ability to realize income tax benefits associated with deferred tax assets. These estimates and assumptions also affect the rate at which we recognize revenue or charge depreciation, depletion and amortization to earnings. On an ongoing developmentsbasis, management evaluates these estimates and expected developments at properties where we holdassumptions; however, actual amounts could differ from these estimates and assumptions. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

Stream and Royalty Interests in Mineral Properties and Related Depletion

Stream and royalty interests include acquired stream and royalty interests; effective tax rate estimates;interests in production, development and exploration stage properties. The costs of acquired stream and royalty interests are capitalized as tangible assets as such interests do not meet the adequacydefinition of a financial asset.

Production stage stream and royalty interests are depleted using the units of production method over the life of the mineral property (as stream sales occur or royalty payments are recognized), which are estimated using proven and probable mineral reserves as provided by the operator. Development stage mineral properties, which are not yet in production, are not depleted until the property begins production. Exploration stage mineral properties, where there are no proven and probable mineral reserves, are not depleted. When the associated exploration stage mineral interests are converted to proven and probable mineral reserves, the mineral property becomes a development stage mineral property.

Asset Impairment

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The recoverability of the carrying value of stream and royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each stream and royalty interest using estimates of proven and probable mineral reserves, mineral resources and funds to cover anticipated expenditures for debt service and general and administrative expenses as well as costs associated withother relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration and business development and capital expenditures, expected delivery datesstage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus potentially affecting the

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future recoverability of our expectationstream or royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that substantially allthe carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

Estimates of gold, silver, copper, and other metal prices, and operators’ estimates of proven and probable mineral reserves or mineral resources related to our revenues willstream or royalty properties are subject to certain risks and uncertainties which may affect the recoverability of our investment in these stream and royalty interests in mineral properties. It is possible that changes could occur to these estimates, which could adversely affect the net cash flows expected to be derivedgenerated from these stream and royalty interests. WordsRefer to Note 4 of our notes to consolidated financial statements for a discussion of the impairment assessment results for the years ended December 31, 2023 and 2022.

Revenue

A performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream and royalty interests is generally recognized at the point in time that control of the related metal production transfers to our customers, as described below. The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective stream or royalty agreement. A more detailed summary of our revenue recognition policies for our stream and royalty interests is discussed below.

​

Stream Interests

​

A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more of the metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. Gold, silver and copper received under our metal stream agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between ten days and three months (depending on the frequency of deliveries under the respective stream agreement and our sales policy in effect at the time) commencing shortly after receipt and purchase of the metal. We settle our forward sales contracts via physical delivery of the metal to the purchaser (our customer) on the settlement date specified in the contract. Under our forward sales contracts, there is a single performance obligation to sell a contractually specified volume of metal to the purchaser, and we satisfy this obligation at the point in time of physical delivery. Accordingly, revenue from our metal sales is recognized on the date of settlement, which is the date that control, custody and title to the metal transfer to the purchaser.

​

Royalty Interests

​

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurred. As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to their ultimate customer. In all of our material royalty interest arrangements, we have concluded that we transfer control of our interest in the metal production to the operator at the point at which production occurs, and thus, the operator is our customer. We have further determined that the transfer of each unit of metal production, comprising our royalty interest, to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time of metal production by the operator. Accordingly, we recognize revenue attributable to our royalty interests in the period in which metal production occurs at the specified commodity price per the agreement, net of any contractually allowable offsite treatment, refining, transportation and, if applicable, other contractually permitted costs.

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Income Taxes

Our annual tax rate is based on income, statutory tax rates in effect and tax planning opportunities available to us in the various jurisdictions in which the Company operates. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.

We treat global intangible low-taxed income (“GILTI”) as a period cost and therefore do not record deferred tax impacts of GILTI in our consolidated financial statements. Our deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.

Our operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Forward-Looking Statements

​

This report and our other public communications include “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements.

​

Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project” and variations“project,” or negatives of these words comparable wordsor similar expressions. Forward-looking statements include, among others, the following: statements about our expected financial performance and similar expressions generally indicate forward-looking statements, which speak only asoutlook, including sale volume, revenue, expenses, tax rates, earnings or cash flow; operators’ expected operating and financial performance, including production, deliveries, mine plans, environmental and feasibility studies, technical reports, estimates of mineral resources and mineral reserves, development, cash flows and liquidity, capital requirements and capital expenditures; influence on our operators’ operations; benefits from acquisitions; receipt and timing of metal deliveries; liquidity, capital resources, financing and stockholder returns; borrowings and repayments under our revolving credit facility; growing our portfolio of assets; the date the statement is made.  Do not unduly relymateriality of properties within our portfolio; impact of inadequately assessing new acquisitions; macroeconomic and market conditions; impacts of climate change; diversity and inclusion efforts; returns on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. investments; sufficiency of contractual protections; adoption of new accounting standards; valuation allowances; assumptions related to fair value of equity awards; prices for gold, silver, copper, nickel and other metals; potential impairments; and tax changes.

​

Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

·a low price environment for gold and other metal prices on which our stream and royalty interests are paid or a low price environment for the primary metals mined at properties where we hold stream and royalty interests;

·the production at or performance of properties where we hold stream and royalty interests, and variation of actual performance from the production estimates and forecasts made by the operators of these properties;

·the ability of operators to bring projects, particularly development stage properties, into production on schedule or operate in accordance with feasibility studies;

·acquisition and maintenance of permits and authorizations, completion of construction and commencement and continuation of production at the properties where we hold stream and royalty interests;

·challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of indigenous populations, non-governmental organizations or other third parties;

·others, the following: a lower-price environment for gold, silver, copper or other metals; operating activities or financial performance of properties on which we hold stream or royalty interests, including variations between actual and forecasted performance, operators’ ability to complete projects on schedule and as planned, operators’ changes to mine plans and mineral reserves and mineral resources (including updated mineral reserve and mineral resource information), liquidity or other problems our operators may encounter, including shortfalls in the financing required to complete construction and bring a mine into production;

·decisions and activities of the operators of properties where we hold stream and royalty interests;

·hazards and risks at the properties where we hold stream and royalty interests that are normally associated with developing and mining properties, including unanticipated grade, continuity and geological, metallurgical, processing or other problems, mine operating and ore processing facility problems, pit wall or tailings dam failures, industrial accidents, environmental hazards and natural catastrophes such as floods or earthquakes and access to raw materials, water and power;

·changes in operators’ mining, processing and treatment techniques, which may change the production of minerals subject to our stream and royalty interests;

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·changes in the methodology employed by our operators to calculate our stream and royalty interests in accordance with the agreements that govern them;

·changes in project parameters as plans of the operators of properties where we hold stream and royalty interests are refined;

·accuracy of and decreases in estimates of reserves and mineralization by the operators of properties where we hold stream and royalty interests;

·contests to our stream and royalty interests and title and other defects to the properties where we hold stream and royalty interests;

·adverse effects on market demand for commodities, the availability of financing, and other effects from adverse economic and market conditions;

·future financial needs of the Company and the operators of properties where we hold stream or royalty interests;

·federal, state and foreign legislation governing us or the operators of properties where we hold stream and royalty interests;

·the availability of stream and royalty interests for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions;

·our ability to make accurate assumptions regarding the valuation, timing and amount of revenue to be derived from our stream and royalty interests when evaluating acquisitions;

·risks associated with conducting business in foreign countries, including application of foreign laws to contract and other disputes, validity of security interests, governmental consents for granting interests in exploration and exploration licenses, application and enforcement of real estate, mineral tenure, contract, safety, environmental and permitting laws, currency fluctuations, expropriation of property, repatriation of earnings, taxation, price controls, inflation, import and export regulations, community unrest and labor disputes, endemic health issues, corruption, enforcement and uncertain political and economic environments;

·changes in laws governing us, the properties where we hold stream and royalty interests or the operators of such properties;

·risks associated with issuances of additional common stock or incurrence of indebtedness in connection with acquisitions or otherwise including risks associated with the issuance and conversion of convertible notes;

·needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, or operational disruptions; contractual issues involving our stream or royalty agreements; the timing of deliveries of metals from operators and our subsequent sales of metal; risks associated with doing business in foreign countries; increased competition for stream and royalty interests; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; our ability to identify, finance, value and complete acquisitions; adverse economic and market conditions; impact of health epidemics and pandemics; changes in laws or regulations governing us, operators or operating properties; changes in management and key employees; and

·failure to complete future acquisitions or the failure of transactions involving the operators to close;

as well as other factors described elsewhere in this report, and our other reports filed with the SEC.including in Item 1A – Risk Factors. Most of these factors are beyond our ability to predict or control. Future events and actual resultsOther unpredictable or unknown factors not discussed in this report could differ materially from those set forth in, contemplated by or underlying thealso have material adverse effects on forward-looking statements.

​

Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any

forward-looking statements, made herein, except as required by law. Readers are cautioned not to put undue reliance on forward‑lookingforward-looking statements.

​

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ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our earnings and cash flows are significantly impacted by changes in the market price of gold and other metals. Gold, silver, copper, and other metal prices can fluctuate significantly and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events, and the strength of the U.S. dollar relative to other currencies. Please see the risk factor entitled “Our revenue is subject to volatility in metal prices, which could negatively affect our results of operations or cash flow.” under Part I, Item 1A. Risk Factors of this report for more information about risks associated with metal price volatility.

​

During the fiscal year ended June 30, 2017,December 31, 2023, we reported revenue of $440.8$605.7 million, with an average gold price for the period of $1,259$1,941 per ounce (based on the LBMA Price), an average silver price forof $23.35 per ounce (based on the period of $17.88 per ounceLBMA Price), and an average copper price of $2.44$3.85 per pound.  Approximately 85% of our total recognized revenues forpound (based on the fiscal year ended June 30, 2017 were attributable to gold sales from our gold producing interests, as shown withinLME Price). The table below shows the MD&A.  For the fiscal year ended June 30, 2017, if the price of gold had averagedimpact that a 10% higher or lower per ounce, we would have recorded an increase or decrease in revenuethe average price of approximately $39.6 million.

Approximately 8% ofthe specified metal would have had on our total reported revenue for the fiscal year ended June 30, 2017 was attributable to silver sales from our silver producing interests.  For the fiscal year ended June 30, 2017, if the price of silver had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenues of approximately $3.7 million.December 31, 2023:

Approximately 5% of our total reported revenue for the fiscal year ended June 30, 2017 was attributable to copper sales from our copper producing interests.  For the fiscal year ended June 30, 2017, if the price of copper had averaged 10% higher or lower per pound, we would have recorded an increase or decrease in revenues of approximately $1.5 million.​

​

​

​

Metal

Percentage of Total Reported Revenue Associated with Specified Metal

Amount by Which Total Reported Revenue Would Have Increased or Decreased If Price of Specified Metal Had Averaged 10% Higher or Lower in Period

Gold

76%

$46.5 million

Silver

12%

$4.2 million

Copper

9%

$10.3 million

​

​

​

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

​

​

​

​

​

​

​

​

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 0042)

​

50

Error! Bookmark not defined.

CONSOLIDATED BALANCE SHEETS

​

51

83

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

​

52

84

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

​

53

85

CONSOLIDATED STATEMENTS OF CASH FLOWS

​

54

86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

​

55

87

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Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Stockholders and the Board of Directors and Shareholders of Royal Gold, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Royal Gold, Inc. (the Company) as of June 30, 2017December 31, 2023 and 2016, and2022, the related consolidated statements of operations and comprehensive income, (loss), changes in equity and cash flows for each of the three years inended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2017. These2021, and the related notes(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements arepresent fairly, in all material respects, the responsibilityfinancial position of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, in conformity with U.S. generally accepted accounting principles.

​

We conducted our auditsalso have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 15, 2024 expressed an unqualified opinion thereon.

​

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,​

Critical Audit Matter

​

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements referredthat was communicated or required to above present fairly,be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in all material respects,any way our opinion on the consolidated financial positionstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosuresto which it relates.

​

Impairment Assessment of Royal Gold, Inc. at June 30, 2017Stream and 2016, and the consolidated resultsRoyalty Interests in Mineral Properties

Description of the Matter

At December 31, 2023, the Company’s stream and royalty interest balance totaled $3.1 billion. As more fully described in Note 4 to the consolidated financial statements, the Company evaluates its stream and royalty interests for impairment whenever events or changes in circumstances indicate

81

Table of its operations and its cash flows for each of the three years in the period ended June 30, 2017, in conformity with U.S. generally accepted accounting principles.Contents

that the carrying amounts of the asset or group of assets may not be recoverable (“triggering events”). Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. The factors considered include, among others, significant changes in estimates of forecasted gold, silver, copper and other metal prices, significant changes in operators’ estimates of proven and probable reserves and/or mineral resources and other relevant information received from the operators, which may include operational or legal information that indicates production from mineral interests may not occur or may be significantly reduced in the future or otherwise that the Company's stream and royalty interest balance may not be recoverable.

Auditing the Company’s impairment assessment involved our subjective judgment because, in determining whether a triggering event occurred, management uses estimates that include, among others, assumptions about forecasted gold, silver, copper and other metal prices and total future production using reserve or other relevant information reported by the operators. Significant uncertainty exists with these assumptions. Further, management’s evaluation of any new information indicating that production will likely not occur or may be significantly reduced in the future, or otherwise that the Company's stream and royalty interest balance may not be recoverable, requires significant judgment. 

How We Addressed the Matter in Our Audit

​

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process over the impairment assessment. For example, we tested controls over the Company’s process for identifying and evaluating potential impairment triggers and related significant assumptions and judgments. To test the Company’s impairment assessment, our audit procedures included, among others, evaluating the significant assumptions, judgments and operating data used in the Company’s analysis. Specifically, we compared forecasted gold, silver, copper and other metal prices to available market information, and we corroborated reserve information to available operator or publicly available information. We involved our specialist and searched for and evaluated other publicly available information that corroborates or contradicts the reserve estimates or indicates that production from mineral interests will not likely occur or may be significantly reduced in the future. We also considered the professional qualifications and objectivity of management’s specialists and the reputation of the third-party operators. Further, we evaluated the reasonableness of changes to estimated proven and probable reserves using our experience with the Company’s stream and royalty interests and industry knowledge.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Royal Gold Inc.’s internal control over financial reporting as of June 30, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 10, 2017 expressed an unqualified opinion thereon.​

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

​

Denver, Colorado

August 10, 2017​

February 15, 2024

​

​

​

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ROYAL GOLD, INC.

Consolidated Balance Sheets

As of June 30,

(In thousands, except share data)

 

 

 

 

 

 

 

 

    

2017

    

2016

ASSETS

 

 

 

 

 

 

Cash and equivalents

 

$

85,847

 

$

116,633

Royalty receivables

 

 

23,461

 

 

17,990

Income tax receivable

 

 

22,169

 

 

23,219

Stream inventory

 

 

7,883

 

 

9,489

Prepaid expenses and other

 

 

822

 

 

614

Total current assets

 

 

140,182

 

 

167,945

Stream and royalty interests, net (Note 4)

 

 

2,892,256

 

 

2,848,087

Other assets

 

 

58,202

 

 

53,697

Total assets

 

$

3,090,640

 

$

3,069,729

LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

3,908

 

$

4,114

Dividends payable

 

 

15,682

 

 

15,012

Income tax payable

 

 

5,651

 

 

3,177

Other current liabilities

 

 

5,617

 

 

3,554

Total current liabilities

 

 

30,858

 

 

25,857

Debt (Note 5)

 

 

586,170

 

 

600,685

Deferred tax liabilities

 

 

121,330

 

 

133,867

Uncertain tax positions

 

 

25,627

 

 

16,996

Other long-term liabilities

 

 

6,391

 

 

6,439

Total liabilities

 

 

770,376

 

 

783,844

Commitments and contingencies (Note 14)

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Preferred stock, $.01 par value, authorized 10,000,000 shares authorized; and 0 shares issued

 

 

 —

 

 

 —

Common stock, $.01 par value, 200,000,000 shares authorized; and 65,179,527 and 65,093,950 shares outstanding, respectively

 

 

652

 

 

651

Additional paid-in capital

 

 

2,185,796

 

 

2,179,781

Accumulated other comprehensive income

 

 

879

 

 

 —

Accumulated earnings

 

 

88,050

 

 

48,584

Total Royal Gold stockholders’ equity

 

 

2,275,377

 

 

2,229,016

Non-controlling interests

 

 

44,887

 

 

56,869

Total equity

 

 

2,320,264

 

 

2,285,885

Total liabilities and equity

 

$

3,090,640

 

$

3,069,729

​

​

​

​

​

​

​

​

    

December 31, 

    

December 31,

​

    

2023

    

2022

ASSETS

​

​

​

​

​

​

Cash and equivalents

​

$

104,167

​

$

118,586

Royalty receivables

​

​

48,884

​

​

49,405

Income tax receivable

​

​

2,676

​

​

3,066

Stream inventory

​

​

9,788

​

​

12,656

Prepaid expenses and other

​

​

1,911

​

​

2,120

Total current assets

​

​

167,426

​

​

185,833

Stream and royalty interests, net (Note 4)

​

​

3,075,574

​

​

3,237,402

Other assets

​

​

118,057

​

​

111,287

Total assets

​

$

3,361,057

​

$

3,534,522

LIABILITIES

​

​

​

​

​

​

Accounts payable

​

$

11,441

​

$

6,686

Dividends payable

​

​

26,292

​

​

24,627

Income tax payable

​

​

15,557

​

​

16,065

Other current liabilities

​

​

19,132

​

​

16,209

Total current liabilities

​

​

72,422

​

​

63,587

Debt (Note 5)

​

​

245,967

​

​

571,572

Deferred tax liabilities

​

​

134,299

​

​

138,156

Other liabilities

​

​

7,728

​

​

7,738

Total liabilities

​

​

460,416

​

​

781,053

Commitments and contingencies (Note 15)

​

​

​

​

​

​

EQUITY

​

​

​

​

​

​

Preferred stock, $.01 par value, 10,000,000 shares authorized; and 0 shares issued

​

​

—

​

​

—

Common stock, $.01 par value, 200,000,000 shares authorized; and 65,631,760 and 65,592,597 shares outstanding, respectively

​

​

656

​

​

656

Additional paid-in capital

​

​

2,221,039

​

​

2,213,123

Accumulated earnings

​

​

666,522

​

​

527,314

Total Royal Gold stockholders’ equity

​

​

2,888,217

​

​

2,741,093

Non-controlling interests

​

​

12,424

​

​

12,376

Total equity

​

​

2,900,641

​

​

2,753,469

Total liabilities and equity

​

$

3,361,057

​

$

3,534,522

​

The accompanying notes are an integral part of these consolidated financial statements.

​

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ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Years Ended June 30,

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

Revenue

 

$

440,814

 

$

359,790

 

$

278,019

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

87,265

 

 

70,979

 

 

33,450

General and administrative

 

 

33,350

 

 

31,720

 

 

24,873

Production taxes

 

 

1,760

 

 

3,978

 

 

5,446

Exploration costs

 

 

12,861

 

 

8,601

 

 

2,194

Depreciation, depletion and amortization

 

 

159,636

 

 

141,108

 

 

93,486

Impairments of stream and royalty interests and royalty receivables

 

 

 -

 

 

98,588

 

 

31,335

Total costs and expenses

 

 

294,872

 

 

354,974

 

 

190,784

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

145,942

 

 

4,816

 

 

87,235

 

 

 

 

 

 

 

 

 

 

Gain (loss) on available-for-sale securities

 

 

 -

 

 

2,340

 

 

(183)

Interest and other income

 

 

9,302

 

 

3,711

 

 

883

Interest and other expense

 

 

(36,378)

 

 

(32,625)

 

 

(25,691)

Income (loss) before income taxes

 

 

118,866

 

 

(21,758)

 

 

62,244

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(26,441)

 

 

(60,680)

 

 

(9,566)

Net income (loss)

 

 

92,425

 

 

(82,438)

 

 

52,678

Net loss (income) attributable to non-controlling interests

 

 

9,105

 

 

5,289

 

 

(713)

Net income (loss) attributable to Royal Gold common stockholders

 

$

101,530

 

$

(77,149)

 

$

51,965

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

92,425

 

$

(82,438)

 

$

52,678

Adjustments to comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

Unrealized change in market value of available-for-sale securities

 

 

879

 

 

5,632

 

 

(3,292)

Reclassification adjustment for gains included in net income

 

 

 -

 

 

(2,340)

 

 

160

Comprehensive income (loss)

 

 

93,304

 

 

(79,146)

 

 

49,546

Comprehensive loss (income) attributable to non-controlling interests

 

 

9,105

 

 

5,289

 

 

(713)

Comprehensive income (loss) attributable to Royal Gold stockholders

 

$

102,409

 

$

(73,857)

 

$

48,833

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share available to Royal Gold common stockholders:

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

1.55

 

$

(1.18)

 

$

0.80

Basic weighted average shares outstanding

 

 

65,152,782

 

 

65,074,455

 

 

65,007,861

Diluted earnings (loss) per share

 

$

1.55

 

$

(1.18)

 

$

0.80

Diluted weighted average shares outstanding

 

 

65,277,953

 

 

65,074,455

 

 

65,125,173

Cash dividends declared per common share

 

$

0.95

 

$

0.91

 

$

0.87

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31, 

​

June 30,

​

    

2023

    

2022

    

2021

    

2021

Revenue (Note 7)

​

$

605,717

​

$

603,206

​

$

342,952

​

$

615,856

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs and expenses

​

​

​

​

​

​

​

​

​

​

​

​

Cost of sales (excludes depreciation, depletion and amortization)

​

​

90,523

​

​

94,642

​

​

52,329

​

​

92,898

General and administrative

​

​

39,761

​

​

34,612

​

​

15,163

​

​

28,387

Production taxes

​

​

7,294

​

​

7,021

​

​

4,412

​

​

6,743

Exploration costs

​

​

—

​

​

—

​

​

—

​

​

563

Depreciation, depletion and amortization

​

​

164,937

​

​

178,935

​

​

99,685

​

​

183,569

Impairment of royalty interests

​

​

—

​

​

4,287

​

​

—

​

​

—

Total costs and expenses

​

​

302,515

​

​

319,497

​

​

171,589

​

​

312,160

​

​

​

​

​

​

​

​

​

​

​

​

​

Gain on sale of Peak Gold JV interest

​

​

—

​

​

—

​

​

—

​

​

33,906

Operating income

​

​

303,202

​

​

283,709

​

​

171,363

​

​

337,602

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value changes in equity securities

​

​

(147)

​

​

(1,503)

​

​

(1,350)

​

​

6,017

Interest and other income

​

​

9,952

​

​

7,832

​

​

1,610

​

​

2,443

Interest and other expense

​

​

(30,867)

​

​

(17,170)

​

​

(2,787)

​

​

(6,419)

Income before income taxes

​

​

282,140

​

​

272,868

​

​

168,836

​

​

339,643

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense

​

​

(42,008)

​

​

(32,926)

​

​

(30,008)

​

​

(36,867)

Net income and comprehensive income

​

​

240,132

​

​

239,942

​

​

138,828

​

​

302,776

Net income and comprehensive income attributable to non-controlling interests

​

​

(692)

​

​

(960)

​

​

(489)

​

​

(244)

Net income and comprehensive income attributable to Royal Gold common stockholders

​

$

239,440

​

$

238,982

​

$

138,339

​

$

302,532

Net income per share attributable to Royal Gold common stockholders:

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

$

3.64

​

$

3.64

​

$

2.11

​

$

4.61

Basic weighted average shares outstanding

​

​

65,613,002

​

​

65,576,995

​

​

65,560,468

​

​

65,546,400

Diluted earnings per share

​

$

3.63

​

$

3.63

​

$

2.10

​

$

4.60

Diluted weighted average shares outstanding

​

​

65,739,110

​

​

65,661,748

​

​

65,624,567

​

​

65,627,591

Cash dividends declared per common share

​

$

1.525

​

$

1.425

​

$

0.65

​

$

1.18

​

The accompanying notes are an integral part of these consolidated financial statements.

​

52

84

Table of Contents

ROYAL GOLD, INC.

Consolidated Statements of Changes in Equity

For the Years Ended June 30, 2017, 2016 and 2015

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royal Gold Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable

 

Additional

 

Other

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

Shares

 

Paid-In

 

Comprehensive

 

Accumulated

 

Non-controlling

 

Total

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Income (Loss)

 

Earnings

 

interests

 

Equity

Balance at June 30, 2014

    

64,578,401

    

$

646

    

379,857

    

$

16,718

    

$

 2,147,650

    

$

(160)

    

$

189,871

    

$

17,832

    

$

2,372,557

Issuance of common stock for:

 

  

 

 

  

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Exchange of exchangeable shares

 

379,857

 

 

 3

 

(379,857)

 

 

(16,718)

 

 

16,715

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Peak Gold joint venture

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

45,700

 

 

45,700

Stock-based compensation and related share issuances

 

75,289

 

 

 1

 

 —

 

 

 —

 

 

6,278

 

 

 —

 

 

 —

 

 

 —

 

 

6,279

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

51,965

 

 

713

 

 

52,678

Other comprehensive loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(3,132)

 

 

 —

 

 

 —

 

 

(3,132)

Distribution to non-controlling interests

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,440)

 

 

(1,440)

Dividends declared

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(56,715)

 

 

 —

 

 

(56,715)

Balance at June 30, 2015

 

65,033,547

 

$

650

 

 —

 

$

 —

 

$

2,170,643

 

$

(3,292)

 

$

185,121

 

$

62,805

 

$

2,415,927

Stock-based compensation and related share issuances

 

60,403

 

 

 1

 

 —

 

 

 —

 

 

9,138

 

 

 —

 

 

 —

 

 

 —

 

 

9,139

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(77,149)

 

 

(5,289)

 

 

(82,438)

Other comprehensive income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,292

 

 

 —

 

 

 —

 

 

3,292

Distribution to non-controlling interests

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(647)

 

 

(647)

Dividends declared

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(59,388)

 

 

 —

 

 

(59,388)

Balance at June 30, 2016

 

65,093,950

 

$

651

 

 —

 

$

 —

 

$

2,179,781

 

$

 —

 

$

48,584

 

$

56,869

 

$

2,285,885

Stock-based compensation and related share issuances

 

85,577

 

 

 1

 

 —

 

 

 —

 

 

8,533

 

 

 —

 

 

 —

 

 

 —

 

 

8,534

Non-controlling interest assignment

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(2,518)

 

 

 —

 

 

 —

 

 

 —

 

 

(2,518)

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

101,530

 

 

(9,105)

 

 

92,425

Other comprehensive income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

879

 

 

 —

 

 

 —

 

 

879

Distribution to non-controlling interests

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(2,877)

 

 

(2,877)

Dividends declared

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(62,064)

 

 

 —

 

 

(62,064)

Balance at June 30, 2017

 

65,179,527

 

$

652

 

 —

 

$

 —

 

$

2,185,796

 

$

879

 

$

88,050

 

$

44,887

 

$

2,320,264

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Royal Gold Stockholders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

​

​

​

​

​

​

​

Common Shares

​

Paid-In

​

Accumulated

​

Non-controlling

​

Total

​

​

Shares

​

Amount

​

Capital

​

Earnings

​

Interests

​

Equity

Balance at June 30, 2020

 

65,531,288

​

$

655

 

$

2,210,429

​

$

61,133

​

$

29,902

​

$

2,302,119

Stock-based compensation and related share issuances

 

19,773

​

 

1

 

 

4,263

​

 

—

​

 

—

​

 

4,264

Sale of Peak Gold JV interest

​

—

​

​

—

​

​

(10,829)

​

​

​

​

​

(16,218)

​

​

(27,047)

Distributions to non-controlling interests

​

—

​

 

—

 

 

—

​

 

—

​

 

(1,281)

​

 

(1,281)

Net income

 

—

​

 

—

 

 

—

​

 

302,532

​

 

244

​

 

302,776

Dividends declared

 

—

​

 

—

 

 

—

​

 

(77,416)

​

 

—

​

 

(77,416)

Balance at June 30, 2021

 

65,551,061

​

$

656

 

$

2,203,863

​

$

286,249

​

$

12,647

​

$

2,503,415

Stock-based compensation and related share issuances

 

13,303

​

 

—

 

 

2,296

​

 

—

​

 

—

​

 

2,296

Distributions to non-controlling interests

​

—

​

 

—

 

 

—

​

 

—

​

 

(669)

​

 

(669)

Net income

 

—

​

 

—

 

 

—

​

 

138,339

​

 

489

​

 

138,828

Dividends declared

 

—

​

 

—

 

 

—

​

 

(42,659)

​

 

—

​

 

(42,659)

Balance at December 31, 2021

 

65,564,364

​

$

656

 

$

2,206,159

​

$

381,929

​

$

12,467

​

$

2,601,211

Stock-based compensation and related share issuances

 

28,233

​

 

—

 

 

6,964

​

 

—

​

 

—

​

 

6,964

Distributions to non-controlling interests

​

—

​

 

—

 

 

—

​

 

—

​

 

(1,051)

​

 

(1,051)

Net income

 

—

​

 

—

 

 

—

​

 

238,982

​

 

960

​

 

239,942

Dividends declared

 

—

​

 

—

 

 

—

​

 

(93,597)

​

 

—

​

 

(93,597)

Balance at December 31, 2022

 

65,592,597

​

$

656

 

$

2,213,123

​

$

527,314

​

$

12,376

​

$

2,753,469

Stock-based compensation and related share issuances

 

39,163

​

 

—

 

 

7,916

​

 

—

​

 

—

​

 

7,916

Distributions to non-controlling interests

​

—

​

 

—

 

 

—

​

 

—

​

 

(644)

​

 

(644)

Net income

 

—

​

 

—

 

 

—

​

 

239,440

​

 

692

​

 

240,132

Dividends declared

 

—

​

 

—

 

 

—

​

 

(100,232)

​

 

—

​

 

(100,232)

Balance at December 31, 2023

 

65,631,760

​

$

656

 

$

2,221,039

​

$

666,522

​

$

12,424

​

$

2,900,641

​

The accompanying notes are an integral part of these consolidated financial statements.

​

53

85

Table of Contents

ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

For the Years Ended June 30,

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31, 

​

June 30,

​

    

2023

    

2022

    

2021

    

2021

Cash flows from operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

Net income and comprehensive income

​

$

240,132

​

$

239,942

​

$

138,828

​

$

302,776

Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation, depletion and amortization

​

​

164,937

​

​

178,935

​

​

99,685

​

​

183,569

Gain on sale of Peak Gold JV interest

​

​

—

​

​

—

​

​

—

​

​

(33,906)

Non-cash employee stock compensation expense

​

​

9,696

​

​

8,411

​

​

3,218

​

​

5,730

Fair value changes in equity securities

​

​

147

​

​

1,503

​

​

1,350

​

​

(6,017)

Deferred tax (benefit) expense

​

​

(6,469)

​

​

(19,836)

​

​

2,510

​

​

456

Impairment of royalty interests

​

​

—

​

​

4,287

​

​

—

​

​

—

Other

​

​

779

​

​

979

​

​

1,090

​

​

971

Changes in assets and liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Royalty receivables

​

​

521

​

​

4,683

​

​

(6,846)

​

​

(19,552)

Stream inventory

​

​

2,868

​

​

(1,049)

​

​

6,077

​

​

(6,014)

Income tax receivable

​

​

390

​

​

1,849

​

​

(396)

​

​

(2,085)

Prepaid expenses and other assets

​

​

(4,369)

​

​

(3,908)

​

​

(1,374)

​

​

318

Accounts payable

​

​

4,756

​

​

211

​

​

76

​

​

3,237

Income tax payable

​

​

(508)

​

​

(3,005)

​

​

4,591

​

​

1,156

Uncertain tax positions

​

​

—

​

​

—

​

​

(910)

​

​

(24,518)

Other liabilities

​

​

2,912

​

​

4,343

​

​

884

​

​

1,030

Net cash provided by operating activities

​

$

415,792

​

$

417,345

​

$

248,783

​

$

407,151

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash flows from investing activities:

​

​

​

​

​

​

​

​

​

​

​

​

Acquisition of stream and royalty interests

​

​

(2,678)

​

​

(922,155)

​

​

(281,066)

​

​

(168,147)

Khoemacau subordinated debt facility

​

​

—

​

​

—

​

​

(7,000)

​

​

(18,000)

Proceeds from sale of Peak Gold JV interest

​

​

—

​

​

—

​

​

—

​

​

49,154

Proceeds from sale of Contango shares

​

​

—

​

​

—

​

​

—

​

​

12,146

Proceeds from sale of equity securities

​

​

—

​

​

—

​

​

—

​

​

8,651

Other

​

​

(151)

​

​

(721)

​

​

(64)

​

​

(541)

Net cash used in investing activities

​

$

(2,829)

​

$

(922,876)

​

$

(288,130)

​

$

(116,737)

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash flows from financing activities:

​

​

​

​

​

​

​

​

​

​

​

​

Repayment of debt

​

​

(325,000)

​

​

(125,000)

​

​

(100,000)

​

​

(305,000)

Borrowings from revolving credit facility

​

​

—

​

​

700,000

​

​

100,000

​

​

—

Net payments from issuance of common stock

​

​

(1,383)

​

​

(1,447)

​

​

(921)

​

​

(1,465)

Common stock dividends

​

​

(98,567)

​

​

(91,925)

​

​

(39,374)

​

​

(76,099)

Other

​

​

(2,432)

​

​

(1,062)

​

​

(2,723)

​

​

(1,062)

Net cash (used in) provided by financing activities

​

$

(427,382)

​

$

480,566

​

$

(43,018)

​

$

(383,626)

Net decrease in cash and equivalents

​

​

(14,419)

​

​

(24,965)

​

​

(82,365)

​

​

(93,212)

Cash and equivalents at beginning of period

​

​

118,586

​

​

143,551

​

​

225,916

​

​

319,128

Cash and equivalents at end of period

​

$

104,167

​

$

118,586

​

$

143,551

​

$

225,916

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

92,425

 

$

(82,438)

 

$

52,678

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

159,636

 

 

141,108

 

 

93,486

Amortization of debt discount and issuance costs

 

 

13,825

 

 

12,985

 

 

12,100

Non-cash employee stock compensation expense

 

 

9,983

 

 

10,039

 

 

5,141

Impairment of stream and royalty interests

 

 

 —

 

 

98,588

 

 

31,335

Tax (benefit) expense of stock-based compensation exercises

 

 

(975)

 

 

548

 

 

(364)

(Gain) loss on available-for-sale securities

 

 

 —

 

 

(2,340)

 

 

183

Deferred tax benefit

 

 

1,556

 

 

(4,983)

 

 

(27,651)

Other  

 

 

(4,874)

 

 

(390)

 

 

(46)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Royalty receivables

 

 

(5,472)

 

 

17,221

 

 

5,977

Stream inventory

 

 

1,606

 

 

(7,203)

 

 

1,110

Income tax receivable

 

 

(13,056)

 

 

(14,637)

 

 

12,808

Prepaid expenses and other assets

 

 

(1,691)

 

 

(153)

 

 

2,527

Accounts payable

 

 

(206)

 

 

(849)

 

 

150

Income tax payable

 

 

2,475

 

 

460

 

 

2,717

Uncertain tax positions

 

 

8,631

 

 

1,867

 

 

1,405

Other liabilities

 

 

2,015

 

 

36

 

 

(1,457)

Net cash provided by operating activities

 

$

265,878

 

$

169,859

 

$

192,099

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of stream and royalty interests

 

 

(203,721)

 

 

(1,346,109)

 

 

(60,429)

Andacollo royalty termination

 

 

 —

 

 

345,000

 

 

 —

Golden Star term loan

 

 

 —

 

 

(20,000)

 

 

 —

Proceeds from sale of available-for-sale securities

 

 

 —

 

 

11,905

 

 

 —

Tulsequah stream termination

 

 

 —

 

 

 —

 

 

10,000

Other

 

 

3,605

 

 

(309)

 

 

(773)

Net cash used in investing activities

 

$

(200,116)

 

$

(1,009,513)

 

$

(51,202)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Borrowings from revolving credit facility

 

 

70,000

 

 

350,000

 

 

 —

Repayment of revolving credit facility

 

 

(95,000)

 

 

(75,000)

 

 

 —

Net (payments) proceeds from issuance of common stock

 

 

(2,426)

 

 

(353)

 

 

775

Common stock dividends

 

 

(61,396)

 

 

(58,720)

 

 

(56,054)

Purchase of additional royalty interest from non-controlling interest

 

 

(2,518)

 

 

 —

 

 

 —

Debt issuance costs

 

 

(3,340)

 

 

(1,111)

 

 

(864)

Tax expense (benefit) of stock-based compensation exercises

 

 

975

 

 

(548)

 

 

364

Other

 

 

(2,843)

 

 

(830)

 

 

(1,805)

Net cash (used in) provided by financing activities

 

$

(96,548)

 

$

213,438

 

$

(57,584)

Net (decrease) increase in cash and equivalents

 

 

(30,786)

 

 

(626,216)

 

 

83,313

Cash and equivalents at beginning of period

 

 

116,633

 

 

742,849

 

 

659,536

Cash and equivalents at end of period

 

$

85,847

 

$

116,633

 

$

742,849

See Note 11 for supplemental cash flow information.

The accompanying notes are an integral part of these consolidated financial statements.

​

​

54

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY

Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals streams, royalties and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development (and exploration) stage in exchange for stream or royalty interests. A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine at a price determined for the life of the transaction by the purchase agreement. Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.

​

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUEDADOPTED AND RECENTLY ADOPTEDISSUED ACCOUNTING PRONOUNCEMENTS

Summary of Significant Accounting Policies

Use of Estimates

The preparation of our financial statements in conformity with U.S. generally accepted accounting principles generally accepted in the United States of America(“U.S. GAAP”) requires the Companyus to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates.

Our most critical accounting estimates relate to our assumptions regarding future gold, silver, copper, and other metal prices and the estimates of reserves, production and recoveries of third‑party mine operators.  We rely on mineral reserve and mineral resource estimates reported by the operators on theof properties inon which we havehold stream and royalty interests. These estimates and the underlying assumptions affect the potential impairments of long‑livedlong-lived assets and the ability to realize income tax benefits associated with deferred tax assets. These estimates and assumptions also affect the rate at which we recognize revenue or charge depreciation, depletion and amortization to earnings. On an ongoing basis, management evaluates these estimates and assumptions; however, actual amounts could differ from these estimates and assumptions. Differences between estimates and actual amounts could differ significantlyare adjusted and are recorded in the period that the actual amounts are known.

Basis of Consolidation

The consolidated financial statements include the accounts of Royal Gold, Inc., and its wholly‑majority owned subsidiaries and an entity over which control is achieved through means other than voting right (see Note 3).  The Company follows the Accounting Standards Codification (“ASC”) guidance for identification and reporting for entities over which control is achieved through means other than voting rights.or controlled subsidiaries. All intercompany accounts, transactions, income and expenses, and profits or losses have been eliminated on consolidation.

Cash and Equivalents

Cash and equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Cash and equivalents were primarily held in cash deposit accounts as of June 30, 2017December 31, 2023 and 2016.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2022.

Stream and Royalty Interests in Mineral Properties and Related Depletion

Stream and royalty interests include acquired stream and royalty interests in production, development and exploration stage properties. The costs of acquired stream and royalty interests are capitalized as tangible assets as such interests do not meet the definition of a financial asset under the ASC guidance.asset.

Acquisition costs of productionProduction stage stream and royalty interests are depleted using the units of production method over the life of the mineral property (as stream sales occur under stream interests or royalty payments are recognized), which are estimated using proven and probable reserves as provided by the operator. Acquisition costs of stream and royalty interests on developmentDevelopment stage mineral properties, which are not yet in production, are not amortizeddepleted until the property begins production. Acquisition costs of stream or royalty interests on explorationExploration stage mineral properties, where there are no proven and probable

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

reserves, are not amortized.depleted. At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the cost basisand there is amortized over the remaining life ofno production, the mineral property using proven and probable reserves.  The carrying values of explorationbecomes a development stage mineral interests are evaluated for impairment at such time as information becomes available indicating that the production will not occur in the future.property. Exploration costs are expensed when incurred.

Available‑for‑sale Securities

Investments in securities that management does not have the intent to sell in the near term and that have readily determinable fair values are classified as available‑for‑sale securities.  Unrealized gains and losses on these investments are recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity, except that declines in market value judged to be other than temporary are recognized in determining net income.  When investments are sold, the realized gains and losses on these investments, determined using the specific identification method, are included in determining net income.

The Company’s policy for determining whether declines in fair value of available‑for‑sale securities are other than temporary includes a quarterly analysis of the investments and a review by management of all investments for which the cost exceeds the fair value.  Any temporary declines in fair value are recorded as a charge to other comprehensive income (loss).  This evaluation considers a number of factors including, but not limited to, the length of time and extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, and management’s ability and intent to hold the securities until fair value recovers.  If such impairment is determined by the Company to be other‑than‑temporary, the investment’s cost basis is written down to fair value and recorded in net income during the period the Company determines such impairment to be other‑than‑temporary.  The new cost basis is not changed for subsequent recoveries in fair value.  The carrying value of the Company’s available-for-sale securities as of June 30, 2017 and 2016 was $3.7 million and $0, respectively, and is included in Other assets on our consolidated balance sheets.   During the fiscal year ended June 30, 2016, the Company sold its available-for-sale securities, resulting in a realized gain of approximately $2.3 million.

Asset Impairment

We evaluate long‑livedlong-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. TheWhen impairment indicators are identified, the recoverability of the carrying value of stream and royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each stream and royalty interest using estimates of proven and probable mineral reserves, mineral resources and other relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus potentially affecting the future recoverability of our stream or royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Estimates of gold, silver, copper, and other metal prices, and operators’ estimates of proven and probable mineral reserves or mineralized materialmineral resources related to our stream or royalty properties and operators’ estimates of operating and capital costs are subject to certain risks and uncertainties which may affect the recoverability of our investment in these stream and royalty interests in mineral properties. It is possible that changes could occur to these estimates, which could adversely affect the net cash flows expected to be generated from these stream and royalty interests. Refer to Note 4 for discussion and the results of our impairment assessments for the years ended December 31, 2023, December 31, 2022, six months ended December 31, 2021, and fiscal yearsyear ended June 30, 2017, 20162021.

Revenue

A performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and 2015.

Revenue Recognition

Revenuerecognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream interests and royalty interests is generally recognized pursuantat the point in time that control of the related metal production transfers to guidance in ASC 605 and based upon amounts contractually due pursuantour customers. The amount of revenue we recognize further reflects the consideration to which we are entitled under the underlying streamingrespective stream or royalty agreement. Specifically,A more detailed summary of our revenue recognition policies for our stream and royalty interests is recognizeddiscussed in accordance with the terms of the underlying stream or royalty agreements subject to (i) the pervasive evidence of the existence of the arrangements; (ii) the risks and rewards having been transferred; (iii) the stream or royalty being fixed or determinable; and (iv) the collectability being reasonably assured.  For our streaming agreements, we recognize revenue when the metal is sold.Note 7.

​

Metal Sales

Gold, silver and copper received under our metal streamingstream agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between 10 days and three months (depending on the frequency of deliveries under the respective streamingstream agreement and our sales policyactivity in effect at the time) commencing shortly after receipt and purchase of the metal. Revenue from gold, silver and copper sales is recognized on the date of the settlement, which is also the date that title to the metal passes to the purchaser.

Cost of Sales

Cost of sales, which excludes depreciation, depletion and amortization, is specific to our stream agreements and is the result of our purchase of gold, silver and copper for a cash payment. The cash payment for gold from Mount Milligan is

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold, silver or copper spot price near the date of metal delivery.

Production taxesTaxes

Certain royalty payments are subject to production taxes (or mining proceeds taxes), which are recognized at the time of revenue recognition. Production taxes are not income taxes and are included within the costs and expenses section in the Company’sour consolidated statements of operations and comprehensive income (loss).income.

Exploration Costs

Exploration costs are specific to the Peak Gold LLC joint venture (“Peak Gold JV”) for the exploration and advancement of the Peak Gold Project, as discussed further in Note 3.  Costs associated with the Peak Gold JV for the exploration and advancement of the Peak Gold Project are expensed when incurred.

Stock‑BasedStock-Based Compensation

The Company accounts for stock‑based compensation in accordance with the guidance of ASC 718.  The Company recognizesWe recognize all share‑basedshare-based payments to employees, including grants of employee stock options, stock‑settledstock-settled stock appreciation rights (“SSARs”), restricted stock and performance shares, in itsour financial statements based upon their fair values.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Reportable Segments and Geographical Information

The Company manages its business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests. Royal Gold’s long‑lived assets (stream and royalty interests, net) as of June 30, 2017 and 2016 are geographically distributed as shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017

 

As of June 30, 2016

 

    

Stream interest

    

Royalty interest

    

Total stream
and royalty
interests, net

    

Stream interest

    

Royalty
interest

    

Total stream
and royalty
interests, net

Canada

 

$

852,035

 

$

221,618

 

$

1,073,653

 

$

809,692

 

$

228,566

 

$

1,038,258

Dominican Republic

 

 

543,256

 

 

 —

 

 

543,256

 

 

588,502

 

 

 —

 

 

588,502

Chile

 

 

348,778

 

 

453,369

 

 

802,147

 

 

369,896

 

 

453,629

 

 

823,525

Africa

 

 

123,760

 

 

572

 

 

124,332

 

 

88,596

 

 

697

 

 

89,293

Mexico

 

 

 —

 

 

105,889

 

 

105,889

 

 

 —

 

 

118,899

 

 

118,899

United States

 

 

 —

 

 

168,378

 

 

168,378

 

 

 —

 

 

102,385

 

 

102,385

Australia

 

 

 —

 

 

37,409

 

 

37,409

 

 

 —

 

 

42,547

 

 

42,547

Other

 

 

12,030

 

 

25,162

 

 

37,192

 

 

12,029

 

 

32,649

 

 

44,678

Total

 

$

1,879,859

 

$

1,012,397

 

$

2,892,256

 

$

1,868,715

 

$

979,372

 

$

2,848,087

The Company’s revenue, cost of sales and net revenue by reportable segment for our fiscal years ended June 30, 2017, 2016 and 2015 are geographically distributed as show in the following tables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 2017

 

Fiscal Year Ended June 30, 2016

 

    

Revenue

    

Cost of sales

    

Net revenue

    

Revenue

    

Cost of sales

    

Net revenue

Streams:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

136,736

 

$

45,954

 

$

90,782

 

$

125,755

 

$

47,417

 

$

78,338

Dominican Republic

 

 

91,589

 

 

27,191

 

 

64,398

 

 

39,684

 

 

11,625

 

 

28,059

Chile

 

 

60,251

 

 

9,037

 

 

51,214

 

 

49,243

 

 

7,280

 

 

41,963

Africa

 

 

25,435

 

 

5,083

 

 

20,352

 

 

23,346

 

 

4,657

 

 

18,689

Total streams

 

$

314,011

 

$

87,265

 

$

226,746

 

$

238,028

 

$

70,979

 

$

167,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

$

41,945

 

$

 —

 

$

41,945

 

$

35,267

 

$

 —

 

$

35,267

United States

 

 

35,282

 

 

 —

 

 

35,282

 

 

35,483

 

 

 —

 

 

35,483

Canada

 

 

23,208

 

 

 —

 

 

23,208

 

 

30,676

 

 

 —

 

 

30,676

Australia

 

 

12,943

 

 

 —

 

 

12,943

 

 

10,462

 

 

 —

 

 

10,462

Africa

 

 

3,131

 

 

 —

 

 

3,131

 

 

1,868

 

 

 —

 

 

1,868

Chile

 

 

1,648

 

 

 —

 

 

1,648

 

 

84

 

 

 —

 

 

84

Other

 

 

8,646

 

 

 —

 

 

8,646

 

 

7,922

 

 

 —

 

 

7,922

Total royalties

 

$

126,803

 

$

 —

 

$

126,803

 

$

121,762

 

$

 —

 

$

121,762

Total streams and royalties

 

$

440,814

 

$

87,265

 

$

353,549

 

$

359,790

 

$

70,979

 

$

288,811

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 2016

 

Fiscal Year Ended June 30, 2015

 

    

Revenue

    

Cost of sales

    

Net revenue

    

Revenue

    

Cost of sales

    

Net revenue

Streams:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Canada

 

$

125,755

 

$

47,417

 

$

78,338

 

$

94,104

 

$

33,450

 

$

60,654

Chile

 

 

49,243

 

 

7,280

 

 

41,963

 

 

 —

 

 

 —

 

 

 —

Dominican Republic

 

 

39,684

 

 

11,625

 

 

28,059

 

 

 —

 

 

 —

 

 

 —

Africa

 

 

23,346

 

 

4,657

 

 

18,689

 

 

 —

 

 

 —

 

 

 —

Total streams

 

$

238,028

 

$

70,979

 

$

167,049

 

$

94,104

 

$

33,450

 

$

60,654

Royalties:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

United States

 

$

35,483

 

$

 —

 

$

35,483

 

$

42,675

 

$

 —

 

$

42,675

Mexico

 

 

35,267

 

 

 —

 

 

35,267

 

 

43,008

 

 

 —

 

 

43,008

Canada

 

 

30,676

 

 

 —

 

 

30,676

 

 

37,496

 

 

 —

 

 

37,496

Australia

 

 

10,462

 

 

 —

 

 

10,462

 

 

8,494

 

 

 —

 

 

8,494

Africa

 

 

1,868

 

 

 —

 

 

1,868

 

 

3,075

 

 

 —

 

 

3,075

Chile

 

 

84

 

 

 —

 

 

84

 

 

39,508

 

 

 —

 

 

39,508

Other

 

 

7,922

 

 

 —

 

 

7,922

 

 

9,659

 

 

 —

 

 

9,659

Total royalties

 

$

121,762

 

$

 —

 

$

121,762

 

$

183,915

 

$

 —

 

$

183,915

Total streams and royalties

 

$

359,790

 

$

70,979

 

$

288,811

 

$

278,019

 

$

33,450

 

$

244,569

Income Taxes

The Company accounts for income taxes in accordance with the guidance of ASC 740.  The Company’sOur annual tax rate is based on income, statutory tax rates in effect, and tax planning opportunities available to us in the various jurisdictions in which the Company operates.we operate. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.

The Company’sWe treat global intangible low-taxed income (“GILTI”) as a period cost and therefore do not record deferred tax impacts of GILTI in our consolidated financial statements. Our deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.

The Company has asserted the indefinite reinvestment of certain foreign subsidiary earnings as determined by management’s judgment about and intentions concerning the future operations of the Company.  As a result, the Company does not record a U.S. deferred tax liability for the excess of the book basis over the tax basis of its investments in foreign corporations to the extent that the basis difference results from earnings that meet the indefinite reversal criteria.  Refer to Note 10 for further discussion on our assertion.

The Company’sOur operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. The Company recognizesWe recognize potential liabilities and recordsrecord tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on itsour estimate of whether, and the extent to which, additional taxes will be due. The Company adjustsWe adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

income tax expense in the period which they are determined. The Company recognizesWe recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Comprehensive Income (Loss)

In addition to net income, comprehensive income (loss) includes changes in equity during a period associated with cumulative unrealized changes in the fair value of marketable securities held for sale, net of tax effects.

Earnings per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to Royal Gold common stockholders by the weighted average number of outstanding common shares for the period, considering the effect of participating securities. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts that may require issuance of common shares were converted. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the diluted weighted average number of common shares outstanding during each fiscal year.period.

​

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ReclassificationsROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Certain income tax amounts in the prior period consolidated balance sheet and consolidated statement of cash flows have been reclassified to conform with the presentation in the current period consolidated balance sheet and consolidated statement of cash flows.  The reclassifications had no effect on reported net income (loss). 

Recently Issued and Recently AdoptedRecent Accounting Standards

Recently Issued

Pronouncements

In January 2017,December 2023, the Financial Standards Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU guidance clarifying the definition of a business and providing additional guidance for determining whether transactions should be accounted for as acquisitions of assets or businesses.  The new guidance2023-09 is effective for the Company Julyour annual periods beginning January 1, 2018 and2025, with early adoption is permitted.  The new guidance is required to be applied on a prospective basis.  The Company is evaluating the new guidance. 

In March 2016, the FASB issued ASU guidance to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation with actual forfeitures as they occur, as well as certain classifications on the statement of cash flows.  The new guidance is effective for the Company’s fiscal year beginning July 1, 2017. We are currently evaluating the impact this guidancepotential effect that the updated standard will have on our consolidated financial statements and footnotestatement disclosures.

In May 2014,November 2023, the FASB issued ASU guidance2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for the recognition of revenue from contracts with customers.  Thisreportable segments, primarily through enhanced disclosures about significant segment expenses. ASU superseded virtually all of the revenue recognition guidance in generally accepted accounting principles in the United States.  The core principle of the five–step model is that an entity will recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach, and2023-07 is effective for the Company’s fiscal yearour annual periods beginning JulyJanuary 1, 2018.  Early2024, and for interim periods beginning January 1, 2025, with early adoption is permitted.

We plan to implement the new ASU revenue recognition guidance as of July 1, 2018, using the modified retrospective method with the cumulative effect, if any, of initial adoption to be recognized in Accumulated earnings at the date of initial application. We are incurrently evaluating the initial stages of our evaluation ofpotential effect that the impact of the newupdated standard will have on our accounting policies, processes, and financial reporting.  Based on the evaluation performed to-date, we expect to identify similar performance obligations as compared with deliverables and separate units of account previously identified.  We will continue to assess the impact of adopting this ASU throughout the remainder of calendar 2017.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recently Adopted

In August 2014, the FASB issued ASU guidance for disclosure of uncertainties about an entity’s ability to continue as a going concern.  The new guidance requires management of the Company to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern.  The new guidance was effective, and the Company adopted this standard, effective January 1, 2017.  

statement disclosures.

3. ACQUISITIONS AND DISPOSITIONS

Acquisition of Additional Royalty Interests aton Cortez Complex

​

On September 19, 2016, RoyalDecember 29, 2022, we acquired two portions of a gross smelter return royalty (the “Idaho Royalty”) that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada (the “Cortez Complex”) from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $204.1 million. The area within the Cortez Complex is owned or controlled by Nevada Gold through its wholly-owned subsidiary, Denver Mining Finance Company, Inc.Mines LLC (“NGM”), acquired a 3.75% Net Value Royalty (“NVR”) covering a significant area ofjoint venture between Barrick Gold Corporation’sCorporation (“Barrick”) Cortez mine,and Newmont Corporation, with the exception of the Fourmile development project which is 100% owned and operated by Barrick. The Idaho Royalty comprises a 0.24% gross royalty that covers areas including the Crossroads deposit, from a private party seller for total consideration of $70 million.  Giving effect to this acquisition, Royal Gold’s interests at Cortez Crossroads comprise a 4.52% NVR and a 5% sliding-scale Gross Smelter Return (“GSR”) royalty at current gold prices.  Royal Gold’s interests on production from the Pipeline and South PipelineCrossroads deposits as well as portions of the Gap deposit are comprised of a 4.91% NVR and a 5.71% GSR0.45% gross royalty at current gold prices.

that covers areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. The acquisitionIdaho Royalty is life of the additional royalty interests at Cortez has been accounted for as an asset acquisition.  The portion of the acquisition, plus direct transaction costs, attributable to the Pipeline and South Pipeline deposits as well as portions of the Gap deposit ($10.2 million) has been recorded as a production stage royalty interest while the portion of the acquisition attributable to the Crossroads deposit ($59.8 million) has been recorded as a development stage royalty interest.  Both are included within Stream and royalty interests, net, on our consolidated balance sheets.

Acquisition of Gold and Silver Stream at Pueblo Viejo

On September 29, 2015, RGLD Gold AG (“RGLD Gold”), a wholly-owned subsidiary of the Company, closed its Precious Metals Purchase and Sale Agreement with Barrick and its wholly‑owned subsidiary, BGC Holdings Ltd. (“BGC”) for a percentage of the gold and silver production attributable to Barrick’s 60% interest in the Pueblo Viejo mine, located in the Dominican Republic.  Pursuant to the Precious Metals Purchase and Sale Agreement, RGLD Gold made a single advance payment of $610 million to BGC as part of the closing.  The transaction was effective as of July 1, 2015 for the gold stream and January 1, 2016 for the silver stream.

BGC will deliver gold to RGLD Gold in amounts equal to 7.50% of Barrick’s interest in the gold produced at the Pueblo Viejo mine until 990,000 ounces of gold have been delivered, and 3.75% of Barrick’s interest in gold produced thereafter.  RGLD Gold will pay BGC 30% of the spot price per ounce of gold delivered until 550,000 ounces of gold have been delivered, and 60% of the spot price per ounce delivered thereafter.  RGLD Gold began receiving gold deliveries during the quarter ended December 31, 2015.

BGC will deliver silver to RGLD Gold in amounts equal to 75% of Barrick’s interest in the silver produced at the Pueblo Viejo mine,not subject to a minimum silver recovery of 70%, until 50 million ounces of silver have been delivered,any stepdowns or caps, and 37.50% of Barrick’s interest in silver produced thereafter.  RGLD Gold will pay BGC 30% of the spothas no applicable deductions. The purchase price per ounce of silver delivered until 23.10 million ounces of silver have been delivered,was funded with our available revolving credit facility (Note 5) and 60% of the spot price per ounce of silver delivered thereafter.  RGLD Gold began receiving silver deliveries during the quarter ended March 31, 2016.cash on hand.

​

The Pueblo Viejo gold and silver stream acquisition has been accounted for as an asset acquisition.  The advance payment of $610acquisition and the $204.1 million cash consideration, plus direct transactionacquisition costs, have been recorded as aand allocated between production and exploration stage stream interestroyalty interests (Note 4) within Stream and royalty interests, neton our consolidated balance sheets. On the date of acquisition, $73.4 million and $130.7 million was allocated to production stage and exploration stage royalty interests, respectively. The acquisition cost of the Pueblo Viejo gold and silver stream

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

interest will bethe Idaho Royalty is depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by Barrick.NGM.

​

Acquisition and Amendment of Gold Stream on Wassa and PresteaGreat Bear Royalties Corp.

​

On July 28, 2015, RGLD Gold closedSeptember 9, 2022, we completed the acquisition of all of the issued and outstanding shares of Great Bear Royalties Corp. (“GBR”) for cash consideration of approximately C$199.6 million (US$151.7 million) (“the Acquisition Price”). GBR’s sole material asset is a $130 million gold stream transaction with2.0% net smelter return royalty (“Great Bear Royalty”) that covers the entirety of the Great Bear Project in the Red Lake district of Ontario, Canada, owned and operated by a wholly‑owned subsidiary of Golden Star Resources Ltd. (together “Golden Star”Kinross Gold Corporation (“Kinross”). On December 30, 2015,The Great Bear Royalty includes all metals produced from contiguous claims covering 9,140 hectares. Royalty payments will be made quarterly with applicable standard deductions. The purchase price was funded with available cash on hand.

​

As part of the parties executedacquisition and in exchange for information and access to the project provided by Kinross, we granted an amendment providingoption (“Buyback Option”) to Kinross to purchase a 25% interest in the Great Bear Royalty (0.5% of the 2.0% royalty rate) for an additional $15 million investment (for a total investmentamount equal to 25% of $145 million) by RGLD Gold.

Also on July 28, 2015 and separatethe Acquisition Price, adjusted for inflation, at any time from the stream transaction by RGLD Gold, the Company also funded a $20 million, 4 – year term loan to Golden Star and received warrants to purchase 5 million shares of Golden Star common stock, with a grantclosing date fair value of approximately $0.8 million.  Interest under the term loan is due quarterly at a rate equal to 62.5% of the average daily gold price for the relevant quarter divided by 10,000, but not to exceed 11.5%.  The warrants have a term of four years and an exercise price of $0.27.

Funds are being used for ongoing development of Golden Star’s Wassa and Prestea mines in Ghana.  As of June 30, 2016, RGLD Gold had advanced $95 million.  During the fiscal year ended June 30, 2017, RGLD Gold funded the remaining $55 million of upfront payments to Golden Star.  The Company has no remaining upfront deposit payments associated with the Wassa and Prestea gold stream.

Under the terms of the stream transaction, Golden Star will deliver to RGLD Gold 9.25% of gold produced from the Wassa and Prestea mines, until the earlier of (i) December 31, 2017 or (ii) the date at which the Wassa and Prestea underground projects achieve commercial production. At that point, the stream percentage will increase to 10.5% of gold produced from the Wassa and Prestea projects until an aggregate 240,000 ounces have been delivered.  Once the applicable delivery threshold is met, the stream percentage will decrease to 5.5%a construction decision for the remaining lifeGreat Bear Project and 10 years after the transaction closing date. The fair value of the mines.Buyback Option on the transaction date using a Black-Scholes model was $2.1 million. The Buyback

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RGLD GoldROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Option has been capitalized as a direct transaction cost with the Great Bear Royalty mineral interest and will pay Golden Star a cash price equal to 20% of the spot price for each ounce of gold delivered at the time of deliverynot be subsequently remeasured until the applicable delivery thresholdBuyback Option is met,either exercised or it expires.

​

The Great Bear Royalty is the sole material asset of GBR and 30%represents substantially all the fair value of GBR’s gross assets. As a result, the spot price for each ounce of gold delivered thereafter.

The Wassa and Prestea gold streamGBR acquisition has been accounted for as an asset acquisition. acquisition and the fair values of the GBR assets acquired are shown below:

​

​

​

​

​

​

​

(in thousands)

Purchase Price

​

$

151,679

Cash

​

​

315

Other assets

​

​

293

Royalty interests in mineral property (Great Bear royalty)

​

​

151,071

Total allocated purchase price

​

$

151,679

​

The aggregate advance$151.7 million allocated fair value of the Great Bear Royalty, plus $4.4 million of direct transaction costs and deferred tax of $53.6 million have been capitalized with the Great Bear Royalty mineral interest and allocated to exploration stage royalty interests within Stream and royalty interests, net on our consolidated balance sheets. The deferred tax was recorded as a gross-up to the Great Bear Royalty mineral interest as prescribed by the applicable guidance.

​

Acquisition of Gross Royalty on Cortez Complex

​

On August 2, 2022, we acquired a sliding scale gross royalty (the “Rio Tinto Royalty”) on production from an area within the Cortez Complex for cash consideration of $525 million. The area within the Cortez Complex is owned or controlled by NGM, with the exception of the Fourmile development project which is 100% owned and operated by Barrick. The royalty is a life of mine sliding scale gross royalty payable at a rate of 0% at a gold price less than $400 per ounce, increasing to 3% at a gold price above $900 per ounce, and is payable on 40% of all production from the Cortez Complex. Based on information available, the royalty would not cover the existing deposits within the Robertson property. At current gold prices the Rio Tinto Royalty is an effective 1.2% gross royalty on the Cortez Complex and is not subject to any stepdowns or caps. Deductions from the Rio Tinto Royalty payments are limited to third-party royalties that existed prior to the creation of $145the royalty in 2008, which include the existing Crossroads and Pipeline royalties owned by Royal Gold.The purchase price was funded with debt and available cash on hand.

​

The acquisition has been accounted for as an asset acquisition and the $525 million cash consideration, plus direct acquisition costs, have been recorded as aand allocated between production and exploration stage stream interestroyalty interests (Note 4) within Stream and royalty interests, neton our consolidated balance sheets. On the date of acquisition, $199 million and $326 million was allocated to production stage and exploration stage royalty interests, respectively. The acquisition cost of the Wassa and Prestea gold stream interest will beproduction stage Rio Tinto Royalty is depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by Golden Star.NGM.

​

The $20royalty became payable during the quarter ended September 30, 2022, after cumulative production of 15 million four‑year term loan andgold equivalent ounces from the received warrants have been recordedCortez Complex from a starting date of January 1, 2008. The royalty is payable within Other assets on our consolidated balance sheets.  The warrants have been classified as a financial asset instrument and are recorded at fair value atforty-five days after the end of each reporting period using the Black‑Scholes model.  Any change in the fair value of the warrants at subsequent reporting periods will be recorded within Interest and other income on our consolidated statements of operations and comprehensive income (loss).calendar quarter.

​

Lawyers Royalty Acquisition of Gold and Silver Stream at Rainy River

​

On July 20, 2015, RGLD Gold entered intoMarch 24, 2022, we acquired a $175 million Purchase and Sale Agreement with New Gold, Inc.0.5% net smelter returns royalty (“New Gold”NSR”), for a percentage of the gold and silver on production from the Rainy RiverLawyers Project, currently operated by Benchmark Metals Inc., which is located in Ontario, CanadaBritish Columbia, Canada. As part of this transaction, we also acquired a right of first offer (“Rainy River”ROFO”).  Pursuant for an existing 2.0% NSR royalty over the Ranch Project owned by Thesis Gold, Inc. that is located adjacent to the Purchase and Sale Agreement, RGLD Gold made an advance payment to New Gold, consisting of $100 million on July 20, 2015, and made the final scheduled payment of $75Lawyers Project. We paid $8.0 million in November 2016.cash consideration for the royalty and ROFO to Guardsmen Resources Inc. The Company has no further upfront deposit payments associated with the Rainy River gold and silver stream as of June 30, 2017. 

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Under the Purchase and Sale Agreement, New Gold will deliver to RGLD Gold 6.50% of the gold produced at Rainy River until 230,000 gold ounces have been delivered, and 3.25% thereafter. New Gold also will deliver to RGLD Gold 60% of the silver produced at Rainy River until 3.10 million silver ounces have been delivered, and 30% thereafter. RGLD Gold will pay New Gold 25% of the spot price per ounce of gold and silver at the time of delivery.

The Rainy River gold and silver streamLawyers Project acquisition has been accounted for as an asset acquisition. The aggregate advance payments

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Table of $175Contents

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$8.0 million cash consideration, plus direct transactionacquisition costs, have been recorded as a developmentan exploration stage streamroyalty interest (Note 4) within Stream and royalty interests, neton our consolidated balance sheets.

Acquisition of Gold​

Khoemacau Silver Stream and Termination of Royalty Interest at Carmen de Andacollo

​

On July 9, 2015, RGLD Gold entered into a Long Term Offtake Agreement (the “Andacollo Stream Agreement”) with Compañía Minera Teck Carmen de Andacollo (“CMCA”), a 90% owned subsidiary of Teck Resources Limited (“Teck”).  Pursuant to the Andacollo Stream Agreement, CMCA will sell and deliver to RGLD Gold 100% of payable gold from the Carmen de Andacollo (“Andacollo”) copper-gold mine located in Chile until 900,000 ounces have been delivered, and 50% thereafter, subject to a fixed payable percentage of 89%.  RGLD GoldFebruary 23, 2022, we made a $525 millionan advance payment in cashof $10.0 million toward the option stream which increased our right to CMCA upon entry into the Andacollo Stream Agreement, and RGLD Gold will also pay CMCA 15% of the monthly average gold price for the month preceding the delivery date for all gold purchased under the Andacollo Stream Agreement.

The transaction encompasses certain of CMCA’s presently owned mining concessions on the Andacollo mine, as well as any other mining concessions presently owned or acquired by CMCA or any of its affiliates within an approximate 1.5 kilometer area of interest, and certain other mining concessions that CMCA or its affiliates may acquire.  The Andacollo Stream Agreement was effective July 1, 2015, and applies to all final settlements of gold received on or after that date.  Deliveries to RGLD Gold will be made monthly, and RGLD Gold began receiving gold deliveries during the quarter ended September 30, 2015.

Also on July 9, 2015, Royal Gold Chile Limitada (“RG Chile”), a wholly owned subsidiary of the Company, entered into a Royalty Termination Agreement with CMCA.  The Royalty Termination Agreement terminated an amended Royalty Agreement originally dated January 12, 2010, which provided RG Chile with a royalty equivalent to 75% of the goldreceive payable silver produced from Khoemacau from 90% to 93%, and on March 14, 2022, we made our final advance payment of $16.5 million toward the sulfide portionoption stream which increased our right to receive payable silver produced from 93% to 100%. Cumulative advance payments of the Andacollo mine until 910,000 payable ounces have been produced, and 50% of the gold produced thereafter.  CMCA paid total consideration of $345$265 million, to RG Chile in connection with the Royalty Termination Agreement.  The net carrying value of the Andacollo royalty on the date of termination was approximately $207.5 million.  The royalty termination transaction was taxable in Chile and the United States.

In accordance with relevant guidance from the ASC, the Company determined it should account for the Andacollo Stream Agreement and the Royalty Termination Agreement as a single transaction because both transactions closed on the same date, both transactions were with the same counterparty, and the same mineral interest (gold) was part of both transactions.  As the Company accounted for the Andacollo Stream Agreement and Royalty Termination Agreement as a single transaction, it was further determined, based on the relevant ASC guidance, that no gain will be recognized as part of the transactions. 

The Company accounted for the acquisition of the gold stream interest at Andacollo as an asset acquisition.  For US GAAP financial reporting purposes on the date of acquisition, the Company’s new consolidated carrying value in its stream interest at Andacollo was approximately $388.2 million, which includedplus direct acquisition costs, and hashave been recorded as a production stage stream interest within Stream and royalty interests, neton our consolidated balance sheets.  The Andacollo gold stream

​

As of December 31, 2023, $25.0 million of the subordinated debt facility, and $10.7 million of accrued interest will be depleted usingremains outstanding on the units of production method, which is estimated using aggregate provenKhoemacau subordinated debt facility, and probable reserves, as provided by Teck.these amounts are included in Other assets in our consolidated balance sheets.

​

​

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Peak Gold Joint Venture and Royalty Acquisition

On January 8, 2015, Royal Gold, through its wholly‑owned subsidiary, Royal Alaska, LLC (“Royal Alaska”), and Contango ORE, Inc., through its wholly‑owned subsidiary CORE Alaska, LLC (together, “Contango”), entered into a limited liability company agreement for the Peak Gold JV, a joint venture for exploration and advancement of the Peak Gold Project located near Tok, Alaska. Contango contributed all of its assets relating to the Peak Gold Project to the Peak Gold JV, including a mining lease and certain state of Alaska mining claims.  Royal Alaska contributed $5.0 million in cash to the Peak Gold JV.  Contango initially held a 100% membership interest in the Peak Gold JV.  Royal Alaska has the right to obtain up to 40% of the membership interest in the Peak Gold JV by making contributions of up to $30.0 million (including Royal Alaska’s initial $5.0 million contribution) in cash to the Peak Gold JV by October 31, 2018.  As of June 30, 2017 and 2016, Royal Alaska has contributed $18.0 million and $5.7 million, respectively, and obtained a 29.5% and 11%, respectively, membership interest in the Peak Gold JV.

Royal Alaska will act as the manager of the Peak Gold JV and will be responsible for managing, directing and controlling the overall operations during the earn‑in period, and thereafter, provided Royal Alaska holds at least a 40% interest.  Royal Alaska will act as manager unless and until it fails to earn at least a 40% interest during the earn-in priod, is unanimously removed or resigns that position in the manner provided in the Peak Gold JV limited liability company agreement.

The Company follows the ASC guidance for identification and reporting of entities for which control is achieved through means other than voting rights.  The guidance defines such entities as Variable Interest Entities (“VIEs”).  The Company has identified the Peak Gold JV as a VIE, with Royal Alaska as the primary beneficiary, due to the legal structure and certain related factors of the limited liability company agreement for the Peak Gold JV.  The Company determined that the Peak Gold JV should be fully consolidated at fair value initially.  The fair value of the Company’s non‑controlling interest is $45.7 million and is based on the underlying value of the mineral property assigned to the Peak Gold JV, which is recorded as an exploration stage property within Stream and royalty interests, net on our consolidated balance sheets.

On September 30, 2014, Royal Gold acquired a 2.0% net smelter return (“NSR”) royalty and a 3.0% NSR royalty held by private parties over areas comprising the Peak Gold Project located near Tok, Alaska, for total consideration of $6.0 million.  The acquisition of the Peak Gold Project royalties has been accounted for as an asset acquisition.  The total purchase price, plus direct transaction costs, has been recorded as an exploration stage royalty interest within Stream and royalty interests, net on our consolidated balance sheets.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. STREAM AND ROYALTY INTERESTS, NET

The following summarizes the Company’sour stream and royalty interests as of June 30, 2017December 31, 2023 and 2016:2022:

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017 (Amounts in thousands):

    

Cost

    

Accumulated Depletion

    

Net

Production stage stream interests:

 

 

 

 

 

 

 

 

 

Mount Milligan

 

$

790,635

 

$

(114,327)

 

$

676,308

Pueblo Viejo

 

 

610,404

 

 

(67,149)

 

 

543,255

Andacollo

 

 

388,182

 

 

(39,404)

 

 

348,778

Wassa and Prestea

 

 

146,475

 

 

(22,715)

 

 

123,760

Total production stage stream interests

 

 

1,935,696

 

 

(243,595)

 

 

1,692,101

Production stage royalty interests:

 

 

 

 

 

 

 

 

 

Voisey's Bay

 

 

205,724

 

 

(85,671)

 

 

120,053

Peñasquito

 

 

99,172

 

 

(34,713)

 

 

64,459

Holt

 

 

34,612

 

 

(19,669)

 

 

14,943

Cortez

 

 

20,873

 

 

(10,633)

 

 

10,240

Other

 

 

483,643

 

 

(337,958)

 

 

145,685

Total production stage royalty interests

 

 

844,024

 

 

(488,644)

 

 

355,380

Total production stage stream and royalty interests

 

 

2,779,720

 

 

(732,239)

 

 

2,047,481

 

 

 

 

 

 

 

 

 

 

Development stage stream interests:

 

 

 

 

 

 

 

 

 

Rainy River

 

 

175,727

 

 

 -

 

 

175,727

Other

 

 

12,031

 

 

 -

 

 

12,031

Total development stage stream interests

 

 

187,758

 

 

 -

 

 

187,758

 

 

 

 

 

 

 

 

 

 

Development stage royalty interests:

 

 

 

 

 

 

 

 

 

Pascua-Lama

 

 

380,657

 

 

 —

 

 

380,657

Cortez

 

 

59,803

 

 

 —

 

 

59,803

Other

 

 

63,811

 

 

 —

 

 

63,811

Total development stage royalty interests

 

 

504,271

 

 

 —

 

 

504,271

Total development stage stream and royalty interests

 

 

692,029

 

 

 —

 

 

692,029

Total exploration stage royalty interests

 

 

152,746

 

 

 —

 

 

152,746

Total stream and royalty interests

 

$

3,624,495

 

$

(732,239)

 

$

2,892,256

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023 (Amounts in thousands):

    

Cost

    

Accumulated Depletion

    

Net

Production stage stream interests:

​

​

​

​

​

​

​

​

​

Mount Milligan

​

$

790,635

​

$

(430,106)

​

$

360,529

Pueblo Viejo

​

​

610,404

​

​

(299,354)

​

​

311,050

Andacollo

​

​

388,182

​

​

(165,553)

​

​

222,629

Khoemacau

​

​

265,911

​

​

(41,635)

​

​

224,276

Rainy River

​

​

175,727

​

​

(74,858)

​

​

100,869

Other

​

​

232,703

​

​

(132,043)

​

​

100,660

Total production stage stream interests

​

​

2,463,562

​

​

(1,143,549)

​

​

1,320,013

​

​

​

​

​

​

​

​

​

​

Production stage royalty interests:

​

​

​

​

​

​

​

​

​

Cortez (Legacy Zone and CC Zone)

​

​

353,850

​

​

(61,891)

​

​

291,959

Voisey's Bay

​

​

205,724

​

​

(121,000)

​

​

84,724

Red Chris

​

​

116,187

​

​

(3,758)

​

​

112,429

Peñasquito

​

​

99,172

​

​

(59,900)

​

​

39,272

Other

​

​

448,899

​

​

(408,522)

​

​

40,377

Total production stage royalty interests

​

​

1,223,832

​

​

(655,071)

​

​

568,761

Total production stage stream and royalty interests

​

​

3,687,394

​

​

(1,798,620)

​

​

1,888,774

​

​

​

​

​

​

​

​

​

​

Development stage stream interests:

​

​

​

​

​

​

​

​

​

Other

​

​

12,038

​

​

—

​

​

12,038

Development stage royalty interests:

​

​

​

​

​

​

​

​

​

Côté

​

​

45,421

​

​

—

​

​

45,421

Other

​

​

81,132

​

​

—

​

​

81,132

Total development stage stream and royalty interests

​

​

138,591

​

​

—

​

​

138,591

​

​

​

​

​

​

​

​

​

​

Exploration stage stream interests:

​

​

​

​

​

​

​

​

​

Xavantina

​

​

19,565

​

​

—

​

​

19,565

Exploration stage royalty interests:

​

​

​

​

​

​

​

​

​

Cortez (Legacy Zone and CC Zone)

​

​

456,479

​

​

—

​

​

456,479

Great Bear

​

​

209,106

​

​

—

​

​

209,106

Pascua-Lama

​

​

177,690

​

​

—

​

​

177,690

Red Chris

​

​

48,895

​

​

—

​

​

48,895

Côté

​

​

29,610

​

​

—

​

​

29,610

Other

​

​

106,864

​

​

—

​

​

106,864

Total exploration stage stream and royalty interests

​

​

1,048,209

​

​

—

​

​

1,048,209

Total stream and royalty interests, net

​

$

4,874,194

​

$

(1,798,620)

​

$

3,075,574

​

65

93

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2016 (Amounts in thousands):

    

Cost

    

Accumulated Depletion

    

Impairments

    

Net

Production stage stream interests:

 

 

 

 

 

 

 

 

 

 

 

 

Mount Milligan

 

$

783,046

 

$

(74,060)

 

$

 —

 

$

708,986

Pueblo Viejo

 

 

610,404

 

 

(21,902)

 

 

 —

 

 

588,502

Andacollo

 

 

388,182

 

 

(18,286)

 

 

 —

 

 

369,896

Wassa and Prestea

 

 

96,413

 

 

(7,816)

 

 

 —

 

 

88,597

Total production stage stream interests

 

 

1,878,045

 

 

(122,064)

 

 

 —

 

 

1,755,981

Production stage royalty interests:

 

 

 

 

 

 

 

 

 

 

 

 

Voisey's Bay

 

 

205,724

 

 

(85,671)

 

 

 -

 

 

120,053

Peñasquito

 

 

99,172

 

 

(29,898)

 

 

 -

 

 

69,274

Holt

 

 

34,612

 

 

(17,124)

 

 

 -

 

 

17,488

Cortez

 

 

10,630

 

 

(10,000)

 

 

 -

 

 

630

Other

 

 

531,735

 

 

(342,460)

 

 

(18,605)

 

 

170,670

Total production stage royalty interests

 

 

881,873

 

 

(485,153)

 

 

(18,605)

 

 

378,115

Total production stage stream and royalty interests

 

 

2,759,918

 

 

(607,217)

 

 

(18,605)

 

 

2,134,096

Development stage stream interests:

 

 

 

 

 

 

 

 

 

 

 

 

Rainy River

 

 

100,706

 

 

 -

 

 

 -

 

 

100,706

Other

 

 

87,883

 

 

(153)

 

 

(75,702)

 

 

12,028

Total development stage stream interests

 

 

188,589

 

 

(153)

 

 

(75,702)

 

 

112,734

Development stage royalty interests:

 

 

 

 

 

 

 

 

 

 

 

 

Pascua-Lama

 

 

380,657

 

 

 —

 

 

 —

 

 

380,657

Other

 

 

66,414

 

 

 —

 

 

 —

 

 

66,414

Total development stage royalty interests

 

 

447,071

 

 

 —

 

 

 —

 

 

447,071

Total development stage stream and royalty interests

 

 

635,660

 

 

(153)

 

 

(75,702)

 

 

559,805

Total exploration stage royalty interests

 

 

155,997

 

 

 —

 

 

(1,811)

 

 

154,186

Total stream and royalty interests

 

$

3,551,575

 

$

(607,370)

 

$

(96,118)

 

$

2,848,087

Phoenix Gold

On December 20, 2016, the owner of the Phoenix Gold Project, Rubicon Minerals Corporation (“Rubicon”), announced a restructuring transaction under Canadian regulations.  As part of the restructuring transaction, RGLD Gold’s gold stream interest was terminated.  As discussed further below, the Company’s stream interest on the Phoenix Gold Project was written down to zero during the quarter ended March 31, 2016.  In exchange for termination of the gold stream, RGLD Gold received approximately three million common shares of Rubicon and three Net Smelter Return (“NSR”) royalties on properties owned by Rubicon, including a 1.0% NSR on the Phoenix Gold Project.

The fair value of the Rubicon common shares upon exchange was $3.4 million and is recorded within Other assets on our consolidated balance sheets and is accounted for under our available-for-sale accounting policy, which is also discussed in Note 2.  The Company also recognized a corresponding gain on the fair value of the Rubicon common shares received upon exchange.  The gain is recorded within Interest and other income on our consolidated statements of operations and comprehensive income (loss). 

The Company did not recognize any value for the 1.0% NSR on the Phoenix Gold Project received upon exchange as our interest on the Phoenix Gold Project was previously fully impaired.  No value was assigned to the other royalties received upon exchange as no mineralization is attributable to the area subject to the royalty interests at the time of the exchange.

Amendment to Mount Milligan

On October 20, 2016, Centerra Gold Inc. (“Centerra”) and Thompson Creek Metals Company Inc. (“Thompson Creek”) completed the Plan of Arrangement (the “Arrangement”) previously announced on July 5, 2016, pursuant to which

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2022 (Amounts in thousands):

    

Cost

    

Accumulated Depletion

    

Impairments

​

Net

Production stage stream interests:

​

​

​

​

​

​

​

​

​

​

​

​

Mount Milligan

​

$

790,635

​

$

(392,804)

​

$

—

​

$

397,831

Pueblo Viejo

​

​

610,404

​

​

(289,537)

​

​

—

​

​

320,867

Andacollo

​

​

388,182

​

​

(151,870)

​

​

—

​

​

236,312

Khoemacau

​

​

265,911

​

​

(15,905)

​

​

—

​

​

250,006

Rainy River

​

​

175,727

​

​

(61,601)

​

​

—

​

​

114,126

Other

​

​

215,576

​

​

(110,711)

​

​

—

​

​

104,865

Total production stage stream interests

​

​

2,446,435

​

​

(1,022,428)

​

​

—

​

​

1,424,007

​

​

​

​

​

​

​

​

​

​

​

​

​

Production stage royalty interests:

​

​

​

​

​

​

​

​

​

​

​

​

Cortez (Legacy Zone and CC Zone)

​

​

353,772

​

​

(35,276)

​

​

—

​

​

318,496

Voisey's Bay

​

​

205,724

​

​

(118,327)

​

​

—

​

​

87,397

Red Chris

​

​

116,187

​

​

(1,797)

​

​

—

​

​

114,390

Peñasquito

​

​

99,172

​

​

(57,772)

​

​

—

​

​

41,400

Other

​

​

447,535

​

​

(398,513)

​

​

—

​

​

49,022

Total production stage royalty interests

​

​

1,222,390

​

​

(611,685)

​

​

—

​

​

610,705

Total production stage stream and royalty interests

​

​

3,668,825

​

​

(1,634,113)

​

​

—

​

​

2,034,712

​

​

​

​

​

​

​

​

​

​

​

​

​

Development stage stream interests:

​

​

​

​

​

​

​

​

​

​

​

​

Other

​

​

12,038

​

​

—

​

​

—

​

​

12,038

Development stage royalty interests:

​

​

​

​

​

​

​

​

​

​

​

​

Côté

​

​

45,421

​

​

—

​

​

—

​

​

45,421

Other

​

​

74,225

​

​

—

​

​

—

​

​

74,225

Total development stage stream and royalty interests

​

​

131,684

​

​

—

​

​

—

​

​

131,684

​

​

​

​

​

​

​

​

​

​

​

​

​

Exploration stage stream interests:

​

​

​

​

​

​

​

​

​

​

​

​

Xavantina

​

​

34,253

​

​

—

​

​

—

​

​

34,253

Exploration stage royalty interests:

​

​

​

​

​

​

​

​

​

​

​

​

Cortez (Legacy Zone and CC Zone)

​

​

456,318

​

​

—

​

​

—

​

​

456,318

Great Bear

​

​

209,106

​

​

—

​

​

—

​

​

209,106

Pascua-Lama

​

​

177,690

​

​

—

​

​

—

​

​

177,690

Red Chris

​

​

48,895

​

​

—

​

​

—

​

​

48,895

Côté

​

​

29,610

​

​

—

​

​

—

​

​

29,610

Other

​

​

119,421

​

​

—

​

​

(4,287)

​

​

115,134

Total exploration stage royalty interests

​

​

1,075,293

​

​

—

​

​

(4,287)

​

​

1,071,006

Total stream and royalty interests, net

​

$

4,875,802

​

$

(1,634,113)

​

$

(4,287)

​

$

3,237,402

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Centerra acquired all of the issued and outstanding common shares of Thompson Creek.  RGLD Gold’s streaming interest at Mount Milligan was amended (the “amendment”) concurrently with the closing of the Arrangement. 

Under the terms of the amendment, RGLD Gold’s 52.25% gold stream at Mount Milligan was amended to a 35% gold stream and an 18.75% copper stream.  RGLD Gold will continue to pay the lesser of $435 per ounce of gold delivered or the prevailing market price when purchased and will pay 15% of the spot price per metric tonne of copper delivered.  Mount Milligan gold in concentrate in transit prior to October 20, 2016, was delivered to RGLD Gold under the previous 52.25% stream.  Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement.  Accordingly, RGLD Gold began receiving gold and copper deliveries reflecting the amended stream agreement in April 2017. The Company incurred approximately $7.7 million in direct transaction costs associated with the amendment.  These direct transaction costs have been capitalized as part of the Mount Milligan streaming interest within Stream and royalty interests, net on our consolidated balance sheets.​

Impairment of stream and royalty interests and royalty receivables

In accordance with our impairment accounting policy discussed in Note 1, impairments2, impairment in the carrying value of each stream orand royalty interest areis measured and recorded to the extent that the carrying value in each stream orand royalty interest exceeds its estimated fair value, which is generally calculated using estimated future discounted cash‑flows.  As part of the Company’s regular asset impairment analysis, the Company determined no impairment indicators were present as of June 30, 2017.  The Company determined the presence of impairment indicators and recorded impairment charges for the fiscal years ended June 30, 2016 and 2015 as summarized in the following table and discussed in detail below:

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

 

2017

 

2016

 

2015

 

 

(Amounts in thousands)

Phoenix Gold(1)

    

$

 —

    

$

75,702

    

$

 —

Inata(2)

 

 

 —

 

 

11,982

 

 

 —

Wolverine(2)

 

 

 —

 

 

5,307

 

 

25,967

Other

 

 

 —

 

 

3,127

 

 

2,372

Total impairment of stream and royalty interests

 

$

 —

 

$

96,118

 

$

28,339

Inata royalty receivable

 

 

 —

 

 

2,855

 

 

 —

Wolverine royalty receivable

 

 

 —

 

 

(385)

 

 

2,996

Total impairment of stream and royalty interests and royalty receivables

 

$

 —

 

$

98,588

 

$

31,335

(1)

Included in Other development stage stream interests in the above stream and royalty interests table.

(2)

Included in Other production stage royalty interests in the above stream and royalty interests table.

Phoenix Goldcash-flows.

RGLD Gold previously owned the right to purchase 6.30% of any gold produced from the Phoenix Gold Project until 135,000 ounces were delivered, and 3.15% thereafter.  The Phoenix Gold Project is located in Red Lake, Ontario, Canada, and owned by Rubicon.  On January 11, 2016, Rubicon provided an updated geologic model and mineralized material statement for the Phoenix Gold Project, which included a significant reduction in mineralized material compared to previous statements provided by Rubicon.  Rubicon also announced that they were evaluating strategic alternatives, including merger and divestiture opportunities either at the corporate or asset level, obtaining new financing or capital restructurings.  A significant reduction in mineralized material, along with recent decreases in the long‑term metal price assumptions used by the industry, are indicators of impairment.​

During the quarter ended MarchDecember 31, 2016, the Company independently evaluated the updated geologic model and mineralized material statement in2022, an effort to properly assess the recoverabilityindicator of impairment was identified on one of our non-principal exploration stage royalty interests due to new legal information received. Based on legal proceedings and subsequent legal analysis, we determined the carrying value.  The Company’svalue of the non-principal exploration stage royalty interest was not recoverable and an impairment of $4.3 million was necessary. At December 31, 2022, our carrying value for the non-principal exploration stage royalty interest was zero.

​

67

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

technical evaluation was completed by internal and external personnel and included an economic analysisThere were no impairment charges on any of the Phoenix Gold Project and a detailed review of the geological model and mineralized material statement.

Based upon the results of the Company’s review of the updated geological model and mineralized material statement, and other factors, it was determined that our stream interest at the Phoenix Gold Project should be written down to zero as of March 31, 2016. 

Inata

The Company owns a 2.5% gross smelter returnand royalty on all gold and silver produced from the Inata mine, located in Burkina Faso, West Africa, and operated by a subsidiary of Avocet Mining PLC (“Avocet”).  The Company’s carrying value for its royalty interest at Inata was approximately $12.0 million as of December 31, 2015.  As part of the Company’s impairment assessmentinterests for the three months ended March 31, 2016, the Company was notified of an updated mine plan at Inata, which included a significant reduction in the life of the mine.  Based upon our review of the updated mine plan, our royalty interest was written down to zero as of March 31, 2016.

The Company also had a royalty receivable of approximately $2.8 million associated with past due royalty payments on the Inata interest.  As a result of Avocet’s financial and operational difficulties and our review of the updated mine plan at Inata, the Company believes payment of the receivable is uncertain and provided for an allowance against the entire royalty receivable as of March 31, 2016. The Company continues to pursue collection of all past due payments.

Wolverine

The Company owns a 0.00% to 9.445% sliding‑scale NSR royalty on all gold and silver produced from the Wolverine underground mine and milling operation located in Yukon Territory, Canada, and operated by Yukon Zinc Corporation (“Yukon Zinc”).  As part of the Company’s impairment assessment for the three monthsyear ended December 31, 2014, the Company was notified of an updated mine plan at Wolverine, which included a significant reduction in reserves and resources when compared to the previous mine plan.  A significant reduction in reserves and resources, along with decreases in the long‑term metal price assumptions used by the industry, are indicators of impairment.2023.

As part of the impairment determination, the fair value for Wolverine was estimated by calculating the net present value of the estimated future cash‑flows expected to be generated by the mining of the Wolverine deposits subject to our royalty interest.  The estimates of future cash‑flows were derived from a life‑of‑mine model developed by the Company using Yukon Zinc’s updated mine plan information.  The metal price assumptions used in the Company’s model were supported by consensus price estimates obtained from a number of industry analysts.  The future cash‑flows were discounted using a discount rate which reflects specific market risk factors the Company associates with the Wolverine royalty interest. Following the impairment charge during the three months ended December 31, 2014, the Wolverine royalty interest has a carrying value of $5.3 million as of June 30, 2015.​

The Company had a royalty receivable of approximately $3.0 million associated with past due royalty payments on the Wolverine interest.  As a result of financial and operational results experienced by Yukon Zinc and their decision to put the mine on care and maintenance, the Company determined that payment of the receivable is uncertain and provided for an allowance against the entire receivable as of June 30, 2015.  The expense associated with the allowance is recorded within General and administrative expense on the Company’s consolidated statements of operations and comprehensive income (loss).​

During the second half of calendar 2015, Yukon Zinc completed bankruptcy proceedings in the Supreme Court of British Columbia and during the quarter ended March 31, 2016, we were made aware of no further intentions to recommission the mine.  Based upon the updated developments and limited remaining mineralized material at Wolverine, the Company wrote down the remaining carrying value at Wolverine to zero as of March 31, 2016.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other

As part of the Company’s regular asset impairment analysis during the three months ended March 31, 2016, including consideration of recent operator/property updates and developments, the Company determined that one production stage royalty interest and three exploration stage royalty interests should be written down to zero for a total impairment of approximately $3.1 million.

As part of the Company’s regular asset impairment analysis during the three months ended September 30, 2014, the Company determined that one production stage royalty interest and one exploration stage royalty interest should be written down to zero for a total impairment of $1.8 million.  As part of the termination of the Tulsequah Chief gold and silver stream, as discussed below, the Company wrote‑off approximately $0.6 million of direct acquisition costs during the three months ended December 31, 2014.

Termination of the Tulsequah Chief Gold and Silver Stream

On December 22, 2014, RGLD Gold terminated the Amended and Restated Gold and Silver Purchase and Sale Agreement (the “Tulsequah Agreement”), between RGLD Gold, the Company, Chieftain Metals Inc. and Chieftain Metals Corp. (together, “Chieftain”), relating to Chieftain’s Tulsequah Chief mining project located in British Columbia, Canada. Pursuant to the terms of the Agreement, Chieftain repaid RGLD Gold’s original $10.0 million advance payment.  As a result of the termination of the Tulsequah Agreement and repayment of our investment, the carrying value of the Tulsequah Chief gold and silver stream, which included our $10.0 million investment and approximately $0.6 million of direct acquisition costs, was reduced to zero during the three months ended December 31, 2014.

5. DEBT

The Company’s debt as of June 30, 2017for the years ended December 31, 2023 and 20162022, consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017

 

As of June 30, 2016

 

   

Principal

   

Unamortized Discount

   

Debt Issuance Costs

   

Total

   

Principal

   

Unamortized Discount

   

Debt Issuance Costs

   

Total

 

 

 

(Amounts in thousands)

 

 

(Amounts in thousands)

Convertible notes due 2019

 

$

370,000

 

$

(25,251)

 

$

(2,646)

 

$

342,103

 

$

370,000

 

$

(36,943)

 

$

(3,934)

 

$

329,123

Revolving credit facility

 

 

250,000

 

 

 —

 

 

(5,933)

 

 

244,067

 

 

275,000

 

 

 —

 

 

(3,438)

 

 

271,562

Total debt

 

$

620,000

 

$

(25,251)

 

$

(8,579)

 

$

586,170

 

$

645,000

 

$

(36,943)

 

$

(7,372)

 

$

600,685

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

   

Principal

   

Debt Issuance Costs

   

Total

   

Principal

   

Debt Issuance Costs

   

Total

​

​

​

(Amounts in thousands)

​

​

(Amounts in thousands)

Revolving credit facility

​

$

250,000

​

$

(4,033)

​

$

245,967

​

$

575,000

​

$

(3,428)

​

$

571,572

Total debt

​

$

250,000

​

$

(4,033)

​

$

245,967

​

$

575,000

​

$

(3,428)

​

$

571,572

​

Convertible Senior Notes Due 2019Revolving Credit Facility

InOn March 6, June 2012, the Company completed an offering of $370 million aggregate principal amount of convertible senior notes due 2019 (“2019 Notes”). The 2019 Notes bear interest at the rate of 2.875% per annum, and the Company is required to make semi‑annual interest payments on the outstanding principal balance of the 2019 Notes on June 156, September 6, and December 15 of each year, beginning December 15, 2012. The 2019 Notes mature on June 15, 2019.  Interest expense recognized on the 2019 Notes for the fiscal years ended June 30, 2017, 2016 and 2015 was approximately $23.66, 2023, we repaid $75 million, $22.8$100 million, $75 million, and $22.1$75 million, respectively. Interest expense recognized includes the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs, and is recorded in Interest and other expense consolidated statements of operations and comprehensive income (loss).respectively, on our revolving credit facility.

Revolving credit facility​

On June 2, 2017, the Company28, 2023, we entered into a new $1 billion, 5-yearfifth amendment to our revolving credit facility (“New Credit Facility”) with a final maturity in June 2022.  The New Credit Facility replaces the Company’s prior $650 million credit facility under the Sixth Amended & Restated Credit Agreement, dated as of January 29, 2014 (as amended) (“Prior Credit Facility”June 2, 2017, as amended. The fifth amendment extended the scheduled maturity date from July 7, 2026 to June 28, 2028, replaced LIBOR with Secured Overnight Financing Rate (Term SOFR”) that

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

was set to mature in March 2021. The Company repaid the Prior Credit Facility usingas a combination of cash on hand of $50 million and a borrowing under the New Credit Facility of $250 million. Royal Gold may repay borrowings under the New Credit Facility at any time without premium or penalty.  The Company has $750 million of availability under the New Credit Facility as of June 30, 2017.

The New Credit Facility was entered into by Royal Gold as borrower, a wholly-owned subsidiary of Royal Gold as guarantor, and the Bank of Nova Scotia (“BNS”), as administrative agent, and BNS, HSBC Bank USA, National Association (“HSBC”), Canadian Imperial Bank of Commerce (“CIBC”), Bank of America, N.A., Goldman Sachs Bank USA, The Bank of Montreal, National Bank Financial, and Royal Bank of Canada, as lenders. Other agents under the New Credit Facility include BNS, HSBC and CIBC as Co-Lead Arrangers and Joint Bookrunners, HSBC as Syndication Agent and CIBC as Documentation Agent.

Features of the New Credit Facility include: (1) a $350 million increase in maximum aggregate commitments over the Prior Credit Facility from $650 million to $1.0 billion; (2) a final maturity of June 2022 as compared to March 2021 under the Prior Credit Facility; (3) a $250 million accordion feature, which allows the Company to increase commitments under the facility, subject to satisfaction of certain conditions and receipt of additional commitments from existing or new lenders, to an aggregate commitment amount of up to $1.25 billion; (4) commitment fees on undrawn amounts ranging from 0.25% per annum to 0.55% per annum based on the Company’s leverage ratio (as defined therein); (5) anbenchmark interest rate as selected by the Company, based on the Company’s leverage ratio, which rates range from either (i) LIBOR + 1.25% per annum to LIBOR + 2.75% per annum or (ii) the “base rate” plus an applicable margin of 0.25% per annum to 1.75% per annum, where the “base rate” is equaland made certain other administrative changes to the greatest of (A) the applicable annual interest rate charged by BNS for U.S. Dollar loans, (B) the aggregate of the Federal Funds Effective Rate (as defined therein) plus 0.5% per annum and (C) LIBOR for an interest period of one month plus 1.0% per annum; (6) a minimum interest coverage ratio (as defined therein) of 3.0 to 1.0, and (7) a maximum leverage ratio (as defined therein) of 3.5 to 1.0, increasing to 4.0 to 1.0 for two quarters following completion of a material permitted acquisition of $250 million or more (as further defined therein).existing revolving credit facility.

​

As of June 30, 2017, theDecember 31, 2023, we had $250 million of debt outstanding with an all-in rate interest rate on borrowings of 6.56% and $750 million available under the New Credit Facility was LIBOR plus 1.75% for an all-in rate of 2.97%.  The Company was in compliance with each financial covenant (leverage ratio and interest coverage ratio) under the New Credit Facility as of June 30, 2017.our revolving credit facility. Interest expense recognized on the revolving credit facility for the years ended December 31, 2023 and 2022, six months ended December 31, 2021 and fiscal yearsyear ended June 30, 2017, 2016 and 20152021 was approximately $9.9$28.4 million, $8.1$10.0 million, $1.4 million and $0.6$3.3 million, respectively, and included interest on the outstanding borrowings and the amortization of the debt issuance costs. We were in compliance with each financial covenant (leverage ratio and interest coverage ratio) under the revolving credit facility as of December 31, 2023.

​

Royal Gold may repay any borrowings under the revolving credit facility at any time without premium or penalty.

​

6. REVENUELEASES

Revenue is comprised​

Our significant lease arrangements relate to our office spaces. These arrangements are for leases of assets such as corporate office space and office equipment. We lease office space and office equipment under operating leases expiring at various dates through the year ending December 31, 2030. The following amounts were recorded in the consolidated balance sheets at December 31, 2023 (amounts in thousands):

​

​

​

​

​

​

​

​

​

Classification

​

December 31, 2023

Operating Leases

​

​

​

​

​

Right-of-use assets - current

​

Prepaid expenses and other

​

$

833

Right-of-use assets - non-current

​

Other assets

​

​

3,939

Total right-of-use assets

​

​

​

$

4,772

​

​

​

​

​

​

Lease liabilities - current

​

Other current liabilities

​

$

972

Lease liabilities - non-current

​

Other long-term liabilities

​

​

4,673

Total operating lease liabilities

​

​

​

$

5,645

​

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maturities of operating lease liabilities at December 31, 2023 were as follows (amounts in thousands):

​

​

​

​

​

Fiscal Years:

​

Operating Leases

2024

​

$

1,102

2025

​

​

1,026

2026

​

​

1,027

2027

​

​

1,027

2028

​

​

789

Thereafter

​

​

1,112

Total lease payments

​

$

6,083

Less imputed interest

​

​

(438)

Total

​

$

5,645

​

Other information pertaining to leases consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

    

2017

    

2016

    

2015

 

 

 

(Amounts in thousands)

Stream interests

 

$

314,011

 

$

238,028

 

$

94,104

Royalty interests

 

 

126,803

 

 

121,762

 

 

183,915

Total revenue

 

$

440,814

 

$

359,790

 

$

278,019

​

​

​

​

​

​

​

December 31, 2023

Operating Lease Term and Discount Rate

​

​

​

Weighted average remaining lease term in years

​

​

6

Weighted average discount rate

​

​

2.5%

​

We did not have any finance leases as of December 31, 2023.

​

7. STOCK‑BASEDREVENUE

Revenue Recognition

​

A performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream interests and royalty interests is generally recognized at the point in time that control of the related metal production transfers to our customers. The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective stream or royalty agreement. A more detailed summary of our revenue recognition policies for our stream and royalty interests is discussed below.

​

Stream Interests

​

A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more of the metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. Gold, silver and copper received under our metal stream agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between ten days and three months (depending on the frequency of deliveries under the respective stream agreement and our sales policy in effect at the time) commencing shortly after receipt and purchase of the metal. We settle our forward sales contracts via physical delivery of the metal to the purchaser (our customer) on the settlement date specified in the contract. Under our forward sales contracts, there is a single performance obligation to sell a contractually specified volume of metal to the purchaser, and we satisfy this obligation at the point in time of physical delivery. Accordingly, revenue from our metal sales is recognized on the date of settlement, which is the date that control, custody and title to the metal transfer to the purchaser.

​

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Royalty Interests

​

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurred. As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to their ultimate customer. In all of our material royalty interest arrangements, we have concluded that we transfer control of our interest in the metal production to the operator at the point at which production occurs, and thus, the operator is our customer. We have further determined that the transfer of each unit of metal production, comprising our royalty interest, to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time of metal production by the operator. Accordingly, we recognize revenue attributable to our royalty interests in the period in which metal production occurs at the specified commodity price per the agreement, net of any contractually allowable offsite treatment, refining, transportation and, if applicable, other contractually permitted costs.

​

Royalty Revenue Estimates

​

For a small number of our royalty interests, we may not receive, or be entitled to receive, payment information, including production information from the operator, for the period in which metal production occurred prior to issuance of our financial statements. As a result, we may estimate revenue for these royalties based on available information, including public information, from the operator. If adequate information is not available from the operator or from other public sources before we issue our financial statements, we will recognize royalty revenue during the period in which the necessary payment information is received. Differences between estimates and actual amounts could differ significantly and are recorded in the period that the actual amounts are known. Please also refer to our “Use of Estimates” accounting policy discussed in Note 2. For the quarter ended December 31, 2023, royalty revenue that was estimated or was attributable to metal production for a period prior to December 31, 2023, was not material.

​

Disaggregation of Revenue

​

We have identified two material revenue sources in our business: stream interests and royalty interests. These identified revenue sources are consistent with our reportable segments as discussed in Note 14.

​

Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31, 

​

June 30,

​

    

2023

    

2022

    

2021

    

2021

Stream revenue:

​

​

​

​

​

​

​

​

​

​

​

​

    Gold

​

$

307,797

​

$

308,302

​

$

165,031

​

$

323,980

    Silver

​

​

64,851

​

​

50,591

​

​

30,576

​

​

43,281

    Copper

​

​

45,632

​

​

58,900

​

​

30,944

​

​

56,728

         Total stream revenue

​

$

418,280

​

$

417,793

​

$

226,551

​

$

423,989

Royalty revenue:

​

​

​

​

​

​

​

​

​

​

​

​

    Gold

​

​

154,327

​

$

131,014

​

$

85,151

​

$

131,784

    Silver

​

​

8,554

​

​

13,690

​

​

8,253

​

​

16,198

    Copper

​

​

11,792

​

​

15,019

​

​

9,511

​

​

16,448

    Other

​

​

12,764

​

​

25,690

​

​

13,486

​

​

27,437

         Total royalty revenue

​

$

187,437

​

$

185,413

​

$

116,401

​

$

191,867

Total revenue

​

$

605,717

​

$

603,206

​

$

342,952

​

$

615,856

​

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue by metal type attributable to each of our principal property revenue sources is disaggregated as follows (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

​

​

December 31, 

    

December 31, 

    

December 31, 

    

June 30,

​

​

Metal(s)

​

2023

​

2022

​

2021

​

2021

Stream revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    Mount Milligan

​

Gold & Copper

​

$

158,167

​

$

180,543

​

$

95,509

​

$

156,938

    Pueblo Viejo

​

Gold & Silver

​

​

76,247

​

​

85,863

​

​

52,958

​

​

115,583

    Andacollo

​

Gold

​

​

48,920

​

​

47,347

​

​

28,076

​

​

82,164

    Khoemacau

​

Silver

​

​

34,602

​

​

18,786

​

​

5,096

​

​

—

    Other

​

Gold & Silver

​

​

100,344

​

​

85,254

​

​

44,912

​

​

69,304

         Total stream revenue

​

​

​

$

418,280

​

$

417,793

​

$

226,551

​

$

423,989

Royalty revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    Cortez Legacy Zone

​

Gold

​

$

79,920

​

$

47,769

​

$

33,768

​

$

36,160

    Cortez CC Zone

​

Gold

​

​

14,626

​

​

2,790

​

​

—

​

​

—

    Peñasquito

​

Gold, Silver, Lead & Zinc

​

​

17,772

​

​

43,165

​

​

26,432

​

​

49,688

    Other

​

Various

​

​

75,119

​

​

91,689

​

​

56,201

​

​

106,019

         Total royalty revenue

​

​

​

$

187,437

​

$

185,413

​

$

116,401

​

$

191,867

Total revenue

​

​

​

$

605,717

​

$

603,206

​

$

342,952

​

$

615,856

​

Refer to Note 14 for the geographical distribution of our revenue by reportable segment.

​

​

8. STOCK-BASED COMPENSATION

In November 2015, shareholders of the Companyour stockholders approved the 2015 Omnibus Long‑TermLong-Term Incentive Plan (“2015 LTIP”). Under the 2015 LTIP, 2,500,000 shares of common stock have been authorized for future grants to officers, directors, key employees and other persons. The 2015 LTIP provides for the grant of stock options, unrestricted stock, restricted stock, dividend equivalent rights, SSARs and cash awards. Any of these awards may, but need not, be made as performance incentives. Stock options granted under the 2015 LTIP may be non‑qualifiednon-qualified stock options or incentive stock options.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The CompanyWe recognized stock‑basedstock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended

 

 

June 30, 

 

    

2017

 

2016

    

2015

 

 

 

(Amounts in thousands)

Stock options

 

$

393

 

$

454

 

$

417

Stock appreciation rights

 

 

1,851

 

 

1,687

 

 

1,422

Restricted stock

 

 

3,840

 

 

3,686

 

 

2,511

Performance stock

 

 

3,899

 

 

4,212

 

 

791

Total stock-based compensation expense

 

$

9,983

 

$

10,039

 

$

5,141

follows (amounts in thousands):

Stock‑based​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31,

​

December 31,

​

December 31,

​

June 30,

​

    

2023

    

2022

    

2021

    

2021

Restricted stock

​

$

6,191

​

$

4,515

​

$

2,006

​

$

2,668

Performance stock

​

​

2,953

​

​

2,685

​

​

405

​

​

1,317

Stock appreciation rights

​

​

533

​

​

1,179

​

​

779

​

​

1,677

Stock options

​

​

19

​

​

32

​

​

28

​

​

68

Total stock-based compensation expense

​

$

9,696

​

$

8,411

​

$

3,218

​

$

5,730

​

Stock-based compensation expense is included within General and administrative expense on the consolidated statements of operations and comprehensive income (loss).income.

Stock Options and Stock Appreciation Rights

Stock option and SSARs awards are granted with an exercise price equal to the closing market price of the Company’sour stock at the date of grant. Stock option and SSARs awards granted to officers, key employees and other persons vest based on one to three years of continuous service. Stock option and SSARs awards have 10 year10-year contractual terms. There were no stock

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

options or SSARs awards granted during the years ended December 31, 2023 and 2022, or the six months ended December 31, 2021.

To determine stock‑basedstock-based compensation expense for stock options and SSARs, the fair value of each stock option and SSAR is estimated on the date of grant using the Black‑Scholes‑MertonBlack-Scholes-Merton (“Black‑Scholes”Black-Scholes”) option pricing model for all periods presented. The Black‑ScholesBlack-Scholes model requires key assumptions in order to determine fair value. Those key assumptions duringfor the fiscal year 2017, 2016 and 2015 grants areJune 30, 2021 grant is noted in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options

 

SSARs

 

 

 

2017

    

2016

    

2015

    

2017

    

2016

    

2015

 

Weighted-average expected volatility

    

41.7

%  

36.9

%  

37.3

%  

41.1

%  

36.9

%  

36.6

%  

Weighted-average expected life in years

 

5.5

 

5.5

 

5.5

 

5.8

 

5.4

 

5.3

 

Weighted-average dividend yield

 

1.11

%  

1.06

%  

1.00

%  

1.11

%  

1.00

%  

1.00

%

Weighted-average risk free interest rate

 

1.2

%  

1.6

%  

1.7

%  

1.3

%  

1.6

%  

1.7

%

tables:

The Company’s​

​

​

​

​

​

​

​

​

​

​

​

​

Stock Options

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

​

December 31,

​

December 31,

​

December 31,

​

June 30,

​

​

​

2023

​

2022

​

2021

    

2021

    

Weighted-average expected volatility

    

—

%  

—

%  

—

%  

39.4

%  

Weighted-average expected life in years

 

—

 

—

 

—

 

4.4

 

Weighted-average dividend yield

 

—

%  

—

%  

—

%  

0.9

%  

Weighted-average risk-free interest rate

 

—

%  

—

%  

—

%  

0.2

%  

​

​

​

​

​

​

​

​

​

​

​

​

​

SSARs

 

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

​

December 31,

​

December 31,

​

December 31,

​

June 30,

​

​

​

2023

​

2022

​

2021

​

2021

 

Weighted-average expected volatility

​

—

%  

—

%  

—

%  

39.2

%

Weighted-average expected life in years

​

—

 

—

 

—

 

4.2

​

Weighted-average dividend yield

​

—

%  

—

%  

—

%  

0.9

%

Weighted-average risk-free interest rate

​

—

%  

—

%  

—

%  

0.2

%

​

Our expected volatility is based on the historical volatility of the Company’sour stock over the expected option term. The Company’sOur expected option term is determined by historical exercise patterns along with other known employee or company information at the time of grant. The risk freerisk-free interest rate is based on the zero‑couponzero-coupon U.S. Treasury bond at the time of grant with a term approximate to the expected option term.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

A summary of stock option activity for the fiscal year ended June 30, 2017,December 31, 2023, is presented below.

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted-

    

 

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

 

 

Average

 

Remaining

 

Aggregate

 

 

Number of

 

Exercise

 

Contractual

 

Intrinsic Value

 

 

Shares

 

Price

 

Life (Years)

 

(in thousands)

Outstanding at July 1, 2016

 

117,823

 

$

59.04

 

  

 

 

  

Granted

 

7,200

 

$

83.29

 

  

 

 

  

Exercised

 

(17,198)

 

$

37.30

 

  

 

 

  

Forfeited

 

 —

 

$

 —

 

  

 

 

  

Outstanding at June 30, 2017

 

107,825

 

$

64.13

 

6.2

 

$

1,551

Exercisable at June 30, 2017

 

77,310

 

$

63.32

 

5.5

 

$

1,148

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

​

    

Weighted-

    

​

​

​

​

​

​

Weighted-

​

Average

​

​

​

​

​

​

​

Average

​

Remaining

​

Aggregate

​

​

Number of

​

Exercise

​

Contractual

​

Intrinsic Value

​

​

Shares

​

Price

​

Life (Years)

​

(in thousands)

Outstanding at January 1, 2023

 

17,878

​

$

81.17

 

  

 

​

  

Exercised

 

(6,534)

​

$

71.39

 

  

 

​

  

Forfeited

 

—

​

$

—

 

  

 

​

  

Granted

 

—

​

$

—

 

  

 

​

  

Outstanding at December 31, 2023

 

11,344

​

$

86.80

 

3.4

​

$

431

Exercisable at December 31, 2023

 

11,344

​

$

86.80

 

3.4

​

$

431

​

There were no stock options granted during the years ended December 31, 2023 and 2022 or the six months ended December 31, 2021. The weighted‑averageweighted-average grant date fair value of options granted during the fiscal yearsyear ended June 30, 2017, 2016 and 2015,2021 was $29.54, $18.05 and $24.86, respectively.$41.92. The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$0.5 million and $0.2 million, respectively. There were no options exercised during the six months ended December 31, 2021 or fiscal yearsyear ended June 30, 2017, 2016 and 2015, were $0.5 million, $0.1 million, and $0.7 million, respectively.2021.

As of June 30, 2017,December 31, 2023, there was approximately $0.3 million of totalno unrecognized stock‑basedstock-based compensation expense related to non‑vestedunvested stock options, which is expected to be recognized over a weighted‑average period of 1.5 years.options.

SSARs

A summary of SSARs activity for the fiscal year ended June 30, 2017,December 31, 2023, is presented below.

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted-

    

 

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

 

 

Average

 

Remaining

 

Aggregate

 

 

Number of

 

Exercise

 

Contractual

 

Intrinsic Value

 

 

Shares

 

Price

 

Life (Years)

 

(in thousands)

Outstanding at July 1, 2016

 

367,805

 

$

62.58

 

  

 

 

  

Granted

 

63,340

 

$

83.29

 

  

 

 

  

Exercised

 

(7,000)

 

$

30.96

 

  

 

 

  

Forfeited

 

 —

 

$

 —

 

  

 

 

  

Outstanding at June 30, 2017

 

424,145

 

$

66.19

 

6.6

 

$

5,404

Exercisable at June 30, 2017

 

269,987

 

$

63.62

 

5.6

 

$

3,928

below:

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

​

    

Weighted-

    

​

​

​

​

​

​

Weighted-

​

Average

​

​

​

​

​

​

​

Average

​

Remaining

​

Aggregate

​

​

Number of

​

Exercise

​

Contractual

​

Intrinsic Value

​

​

Shares

​

Price

​

Life (Years)

​

(in thousands)

Outstanding at January 1, 2023

 

174,906

​

$

111.65

 

  

 

​

  

Exercised

 

(17,627)

​

$

99.34

 

  

 

​

  

Forfeited

 

—

​

$

—

 

  

 

​

  

Granted

 

—

​

$

—

 

  

 

​

  

Outstanding at December 31, 2023

 

157,279

​

$

113.03

 

5.2

​

$

2,526

Exercisable at December 31, 2023

 

157,279

​

$

113.03

 

5.2

​

$

2,526

​

There were no SSARs granted during the years ended December 31, 2023 and 2022 or the six months ended December 31, 2021. The weighted‑averageweighted-average grant date fair value of SSARs granted during the fiscal yearsyear ended June 30, 2017, 2016 and 20152021 was $29.76, $18.35 and $24.42, respectively.$40.92. The total intrinsic value of SSARs exercised during the years ended December 31, 2023 and 2022, and fiscal yearsyear ended June 30, 2017, 2016 and 2015, were2021 was $0.7 million, $0.2 million $0.3and $0.1 million, and $0.2 million, respectively. There were no SSARs exercised during the six months ended December 31, 2021.

As of June 30, 2017,December 31, 2023, there was approximately $2.0 million of totalno unrecognized stock‑basedstock-based compensation expense related to non‑vested SSARs, which is expected to be recognized over a weighted‑average period of 1.7 years.unvested SSARs.

​

Other Stock‑basedStock-based Compensation

Performance Shares

During fiscal 2017,the years ended December 31, 2023 and 2022 and the six months ended December 31, 2021, officers and certain employees were granted 29,830shares of restricted common stock that may vest based on our total shareholder return (“TSR”) compared to the TSRs of certain defined members of the Van Eck Vectors Gold Miners ETF (“GDX”) (“Granted TSRs”). The Granted TSRs may vest by linear interpolation in a range between zero shares if neither threshold TSR metric is met; to 100% of the Granted TSRs awarded if the target TSR metric is met; to 200% of Granted TSRs awarded if the maximum TSR metric is met. The Granted TSRs will expire in three years from the date of grant if the TSR market condition is met and a three-year service condition is met.

During the fiscal year ended June 30, 2021, officers and certain employees were granted shares of restricted common stock that can only be earned only upon the Company’s achievement of certain pre‑definedpre-defined performance measures. Specifically, for performance shares granted induring the fiscal 2017, one‑halfyear ended June 30, 2021, one-half of the shares awarded may vest upon the Company’sour achievement of

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

annual growth in Net Gold Equivalent Ounces (“Net GEOs”) (“GEO Shares”). The second one‑half of performance shares granted induring the fiscal 2017year ended June 30, 2021 may vest based on the Company’s total shareholder return (“TSR”)our TSR compared to the TSRs of otherall members of the Market Vectors Gold Miners ETF (GDX)GDX (“Prior TSR Shares”). GEO Shares and Prior TSR Shares may vest by linear interpolation in a range between zero shares if neither threshold Net GEO and TSR metric is met; to 100% of GEO Shares and Prior TSR Shares awarded if both target Net GEO and TSR metrics are met; to 200% of the Net GEO and Prior TSR sharesShares awarded if both the maximum Net GEO and TSR metrics are met. The GEO Shares will expire in five years from the date of grant if the

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

performance measure is not met, while the Prior TSR Shares will expire in three years from the date of grant if the TSR market condition and three yearthree-year service condition are not met.

The Company measuresWe measured the fair value of the GEO Shares based upon the market price of our common stock as of the date of grant. In accordance with ASC 718, theThe measurement date for the GEO Shares will be determined at such time that the performance goals are attained or that it is probable they will be attained. At such time that it is probable that a performance condition will be achieved, compensation expense will be measured by the number of shares that will ultimately be earned based on the grant date market price of our common stock. For shares that were previously estimated to be probable of vesting and are no longer deemed to be probable of vesting, compensation expense is reversed during the period in which it is determined they are no longer probable of vesting. Interim recognition of compensation expense will be made at such time as management can reasonably estimate the number of shares that will be earned.

In accordance with ASC 718, provided the market condition within the TSR GEO Shares granted in August 2020 and 2019 remain outstanding as of December 31, 2023 and the Company will continue to measure these awards for vesting until each awards expiration or performance attainment, whichever date is first.

We measured the grant date fair value of the Granted TSRs and Prior TSR Shares using a Monte Carlo valuation model. The fair value of theour TSR Shares ($53.65 per share)awards is multiplied by the target number (100%) of TSR Sharesawards granted to determine total stock‑basedstock-based compensation expense. Total stock‑basedstock-based compensation expense of the TSR Sharesawards is amortized on a straight‑linestraight-line basis over the requisite service period, or three years. Stock‑basedStock-based compensation expense for the TSR Sharesawards is recognized provided the requisite service period is rendered, regardless of when, if ever, the TSR market condition is satisfied. The CompanyWe will reverse previously recognized stock‑basedstock-based compensation expense attributable to the TSR Sharesawards only if the requisite service period is not rendered.met.

A summary of the status of the Company’s non‑vestedour unvested Performance Shares at maximum (200%) attainment for the fiscal year ended June 30, 2017,December 31, 2023, is presented below:

 

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

 

Average

 

 

Number of

 

Grant Date

 

 

Shares

 

Fair Value

Non-vested at July 1, 2016

 

210,178

 

$

63.78

Granted

 

29,830

 

$

68.47

Vested

 

(45,774)

 

$

65.57

Expired

 

(29,550)

 

$

68.18

Forfeited

 

 —

 

$

 —

Non-vested at June 30, 2017

 

164,684

 

$

68.53

​

​

​

​

​

​

​

​

    

​

    

Weighted-

​

​

​

​

Average

​

​

Number of

​

Grant Date

​

​

Shares

​

Fair Value

Outstanding at January 1, 2023

 

166,441

​

$

122.05

Granted

 

82,740

​

$

139.50

Exercised

 

(5,847)

​

$

82.30

Non-attainment

 

(27,143)

​

$

79.84

Forfeited

 

—

​

$

—

Outstanding at December 31, 2023

 

216,191

​

$

135.11

​

As of June 30, 2017,December 31, 2023, total unrecognized stock‑basedstock-based compensation expense related to Performance Shares was approximately $1.4$5.7 million, which is expected to be recognized over the average remaining vesting period of 1.81.7 years.

Restricted Stock

Officers, non‑executivenon-executive directors and certain employees may be granted shares of restricted stock that vest on continued service alone (“Restricted Stock”). During fiscal 2017,the year ended December 31, 2023, officers and certain employees were granted 31,38049,480 shares of Restricted Stock. Restricted Stock awards granted to officers and certain employees during the years ended December 31, 2023 and December 31, 2022 and the six months ended December 31, 2021, vest ratably over three years from the date of grant, while Restricted Stock granted to officers and certain employees during the fiscal year ended June 30, 2021 vest over three years beginning after a two‑yeartwo-year holding period from the date of grant with one‑thirdone-third of the shares vesting in years three, four and five, respectively. Also, during fiscal year 2017, our non‑executivenon-executive directors were granted 13,5107,230 shares of Restricted Stock.Stock during the year ended December 31, 2023. The non‑executivenon-executive directors’ shares of Restricted Stock vest 50% immediately and 50% one year after the date of grant.

73

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company measuresWe measure the fair value of the Restricted Stock based upon the market price of our common stock as of the date of grant. Restricted Stock is amortized over the applicable vesting period using the straight‑linestraight-line method. Unvested shares of Restricted Stock are subject to forfeiture upon termination of employment or service with the Company.service.

A summary of the status of the Company’s non‑vestedour unvested Restricted Stock for the fiscal year ended June 30, 2017,December 31, 2023, is presented below:

 

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

 

Average

 

 

Number of

 

Grant Date

 

 

Shares

 

Fair Value

Non-vested at July 1, 2016

 

176,522

 

$

63.46

Granted

 

44,890

 

$

83.29

Vested

 

(54,603)

 

$

64.08

Forfeited

 

 —

 

$

 —

Non-vested at June 30, 2017

 

166,809

 

$

68.60

​

​

​

​

​

​

​

​

    

​

    

Weighted-

​

​

​

​

Average

​

​

Number of

​

Grant Date

​

​

Shares

​

Fair Value

Outstanding at January 1, 2023

 

120,542

​

$

116.76

Granted

 

56,710

​

$

120.67

Vested

 

(41,139)

​

$

115.24

Forfeited

 

—

​

$

—

Exercised

​

—

​

$

—

Outstanding at December 31, 2023

 

136,113

​

$

118.84

​

As of June 30, 2017,December 31, 2023, total unrecognized stock‑basedstock-based compensation expense related to Restricted Stock was approximately $5.4$7.2 million, which is expected to be recognized over the weighted‑averageweighted-average vesting period of 3.01.7 years.

​

8. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 10,000,000 authorized and unissued shares of $.01 par value Preferred Stock as of June 30, 2017 and 2016.

Common Stock Issuances

During the fiscal years ended June 30, 2017, 2016 and 2015, options to purchase 17,198, 2,500 and 20,488 shares, respectively, were exercised, resulting in proceeds of approximately $0.5 million, $0.1 million and $0.8 million, respectively.

Stockholders’ Rights Plan

On September 10, 2007, the Company entered into the First Amended and Restated Rights Agreement, dated September 10, 2007 (the “Rights Agreement”).  The Rights Agreement was approved by the Company’s board of directors (the “Board”).  The Rights Agreement expires on September 10, 2017, and an amended or new stockholder rights plan may or may not be implemented in the future.

The Rights Agreement is intended to deter coercive or abusive tender offers and market accumulations. The Rights Agreement is designed to encourage an acquirer to negotiate with the Board and to enhance the Board’s ability to act in the best interests of all the Company’s stockholders.

Under the Rights Agreement, each stockholder of the Company holds one preferred stock purchase right (a “Right”) for each share of Company common stock held. The Rights generally become exercisable only in the event that an acquiring party accumulates 15 percent or more of the Company’s outstanding shares of common stock. If this were to occur, subject to certain exceptions, each Right (except for the Rights held by the acquiring party) would allow its holders to purchase one one‑thousandth of a newly issued share of Series A junior participating preferred stock of Royal Gold or the Company’s common stock with a value equal to twice the exercise price of the Right, initially set at $175 under the terms and conditions set forth in the Rights Agreement.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. EARNINGS PER SHARE (“EPS”)

Basic earnings (loss) per common share were computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock‑basedstock-based compensation awards that contain non‑forfeitablenon-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two‑classtwo-class method. The Company’sOur unvested restricted stock awards contain non‑forfeitablenon-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. The Company’sOur unexercised stock options, unexercised SSARs and unvested performance stock do not contain rights to dividends. Under the two‑classtwo-class method, the earnings (loss) used to determine basic earnings (loss) per common share are reduced by an amount allocated to participating securities. Use of the two‑classtwo-class method has an immaterial impact on the calculation of basic and diluted earnings (loss) per common share.

The following table summarizes the effects of dilutive securities on diluted EPS for the period:period (amounts in thousands, except share data):

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

    

2017

    

2016

    

2015

 

 

(in thousands, except per share data)

 

Net income (loss) available to Royal Gold common stockholders

 

$

101,530

 

$

(77,149)

 

$

51,965

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31,

​

June 30,

​

    

2023

    

2022

    

2021

    

2021

Net income attributable to Royal Gold common stockholders

​

$

239,440

​

$

238,982

​

$

138,339

​

$

302,532

Weighted-average shares for basic EPS

 

 

65,152,782

 

 

65,074,455

 

 

65,007,861

 

​

​

65,613,002

​

​

65,576,995

​

​

65,560,468

​

​

65,546,400

Effect of other dilutive securities

 

 

125,171

 

 

 -

 

 

117,312

 

​

​

126,108

​

​

84,753

​

​

64,099

​

​

81,191

Weighted-average shares for diluted EPS

 

 

65,277,953

 

 

65,074,455

 

 

65,125,173

 

​

​

65,739,110

​

​

65,661,748

​

​

65,624,567

​

​

65,627,591

Basic earnings (loss) per share

 

$

1.55

 

$

(1.18)

 

$

0.80

 

Diluted earnings (loss) per share

 

$

1.55

 

$

(1.18)

 

$

0.80

 

Basic EPS

​

$

3.64

​

$

3.64

​

$

2.11

​

$

4.61

Diluted EPS

​

$

3.63

​

$

3.63

​

$

2.10

​

$

4.60

​

The calculation of weighted average shares includes all of our outstanding common stock.  The Company intends to settle the principal amount of the 2019 Notes in cash. As a result, there will be no impact to diluted earnings per share unless the share price of the Company’s common stock exceeds the initial conversion price of $105.31.

10. INCOME TAXES

For financial reporting purposes, Income (loss) before income taxes includes the following components:

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

 

2017

 

2016

 

2015

 

 

(Amounts in thousands)

United States

    

$

15,253

    

$

(230)

    

$

17,569

Foreign

 

 

103,613

 

 

(21,528)

 

 

44,675

 

 

$

118,866

 

$

(21,758)

 

$

62,244

​

75

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. INCOME TAXES

The Company’s For financial reporting purposes, Income before income taxes includes the following components (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31, 

​

June 30,

​

​

2023

​

2022

​

2021

​

2021

United States

    

$

64,105

    

$

86,321

    

$

68,239

    

$

130,175

Foreign

​

 

218,035

​

 

186,547

​

 

100,597

​

 

209,468

​

​

$

282,140

​

$

272,868

​

$

168,836

​

$

339,643

​

Our Income tax expenseconsisted of:of (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

2017

 

2016

 

2015

 

(Amounts in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31,

​

June 30,

​

​

2023

​

2022

​

2021

​

2021

Current:

    

 

  

    

 

  

    

 

  

    

​

  

    

​

  

    

​

  

    

​

  

Federal

 

$

13,975

 

$

45,878

 

$

22,418

​

$

24,046

​

$

29,228

​

$

19,285

​

$

38,146

State

 

 

308

 

 

135

 

 

(36)

​

 

(68)

​

 

467

​

 

(503)

​

 

867

Foreign

 

 

10,602

 

 

19,650

 

 

14,835

​

 

24,499

​

 

23,067

​

 

8,716

​

 

(2,602)

 

$

24,885

 

$

65,663

 

$

37,217

​

​

$

48,477

​

$

52,762

​

$

27,498

​

$

36,411

Deferred and others:

 

 

  

 

 

  

 

 

  

​

 

  

​

 

  

​

 

  

​

 

  

Federal

 

$

(1,443)

 

$

(6,986)

 

$

(5,506)

​

$

(763)

​

$

(957)

​

$

104

​

$

376

State

 

 

(18)

 

 

(78)

 

 

(49)

​

 

(14)

​

 

(18)

​

 

2

​

 

(2)

Foreign

 

 

3,017

 

 

2,081

 

 

(22,096)

​

 

(5,692)

​

 

(18,861)

​

 

2,404

​

 

82

 

$

1,556

 

$

(4,983)

 

$

(27,651)

​

​

$

(6,469)

​

$

(19,836)

​

$

2,510

​

$

456

Total income tax expense

 

$

26,441

 

$

60,680

 

$

9,566

​

$

42,008

​

$

32,926

​

$

30,008

​

$

36,867

​

The provision for income taxes for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal yearsyear ended June 30, 2017, 2016 and 2015,2021 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre‑taxpre-tax income (net of non‑controllingnon-controlling interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences:

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

 

2017

 

2016

 

2015

 

 

(Amounts in thousands)

Total expense computed by applying federal rates

    

$

41,603

    

$

(7,615)

    

$

21,786

State and provincial income taxes, net of federal benefit

 

 

78

 

 

(1)

 

 

25

Excess depletion

 

 

(1,517)

 

 

(882)

 

 

(1,429)

Estimates for uncertain tax positions

 

 

2,870

 

 

1,866

 

 

1,404

Statutory tax attributable to non-controlling interest

 

 

3,162

 

 

1,838

 

 

(211)

Effect of foreign earnings

 

 

3,046

 

 

61,576

 

 

6,536

Effect of foreign earnings indefinitely reinvested

 

 

(22,922)

 

 

3,406

 

 

(7,601)

Canadian rate adjustment

 

 

 —

 

 

 —

 

 

4,070

Chilean tax reform

 

 

 —

 

 

 —

 

 

(2,481)

Unrealized foreign exchange gains

 

 

(746)

 

 

(2,439)

 

 

(10,949)

Changes in estimates

 

 

(3,676)

 

 

1,641

 

 

(359)

Valuation allowance

 

 

4,374

 

 

849

 

 

 —

Other

 

 

169

 

 

441

 

 

(1,225)

 

 

$

26,441

 

$

60,680

 

$

9,566

The effective tax rate includes the impact of certain undistributed foreign subsidiary earnings for which we have not provided U.S. taxes because we plan to reinvest such earnings indefinitely outside the United States. The Company has the ability and intent to indefinitely reinvest these foreign earnings based on revenue and cash projections of our other investments, current cash on hand, and availability under our revolving credit facility. No deferred tax has been provided on the difference between the tax basisdifferences (amounts in the stock of the consolidated subsidiary and the amount of the subsidiary’s net equity determined for financial reporting purposes.thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31,

​

June 30,

​

​

2023

​

2022

​

2021

​

2021

Total expense computed by applying federal rates

    

$

59,249

    

$

57,303

    

$

35,456

    

$

71,325

State and provincial income taxes, net of federal benefit

​

 

625

​

 

545

​

 

518

​

 

874

Excess depletion

​

 

(2,259)

​

 

(1,907)

​

 

(1,363)

​

 

(1,812)

Estimates for uncertain tax positions

​

 

—

​

 

—

​

 

(910)

​

 

(26,179)

Statutory tax attributable to non-controlling interest

​

 

(224)

​

 

(363)

​

 

(219)

​

 

(72)

Effect of foreign earnings

​

 

(10,116)

​

 

(8,846)

​

 

(3,896)

​

 

(7,659)

Unrealized foreign exchange gains

​

 

(988)

​

 

853

​

 

54

​

 

(616)

Rate adjustment

​

​

(6)

​

​

—

​

​

1,694

​

​

—

Changes in estimates

​

 

11

​

 

119

​

 

(2,614)

​

 

(858)

Valuation allowance

​

​

(6,030)

​

​

(15,877)

​

​

833

​

​

1,284

Other

​

 

1,746

​

 

1,099

​

 

455

​

 

580

Total income tax expense

​

$

42,008

​

$

32,926

​

$

30,008

​

$

36,867

​

76

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The effective tax rate for the year ended December 31, 2023, was 14.9% which included the release of a valuation allowance on certain foreign deferred tax assets. The effective tax rate for the year ended December 31, 2022, was 12.1%, which included the release of a valuation allowance on certain foreign deferred tax assets. The effective tax rate for six months ended December 31, 2021, was 17.8% which included the release of an uncertain tax position resulting from settlement agreements with foreign tax authorities and a change in estimates, partially offset by a foreign tax rate adjustment resulting in the revaluation of certain deferred tax assets. The effective tax rate for the fiscal year ended June 30, 2021, was 10.9%, primarily impacted by the release of uncertain tax positions resulting from settlement agreements with foreign tax authorities.

​

The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities at June 30, 2017on December 31, 2023 and 2016,2022 are as follows:follows (amounts in thousands):

 

 

 

 

 

 

 

2017

 

2016

 

(Amounts in thousands)

​

​

​

​

​

​

​

​

​

December 31, 

​

December 31, 

​

​

2023

​

2022

Deferred tax assets:

    

 

  

    

 

  

    

​

  

    

​

  

Stock-based compensation

 

$

5,979

 

$

5,691

​

$

1,952

​

$

1,846

Net operating losses

 

 

5,341

 

 

12,385

​

 

4,683

​

 

3,184

Foreign tax credits

 

 

19,869

 

 

 —

​

​

35,751

​

​

33,301

Amortizable tax goodwill

​

​

46,821

​

​

52,783

Other

 

 

7,382

 

 

4,610

​

 

5,044

​

 

4,575

Total deferred tax assets

 

 

38,571

 

 

22,686

​

 

94,251

​

 

95,689

Valuation allowance

 

 

(6,474)

 

 

(2,100)

​

 

(40,814)

​

 

(46,844)

Net deferred tax assets

 

$

32,097

 

$

20,586

​

$

53,437

​

$

48,845

Deferred tax liabilities:

 

 

  

 

 

  

​

 

  

​

 

  

Mineral property basis

 

$

(122,870)

 

$

(127,337)

​

$

(122,543)

​

$

(124,373)

Unrealized foreign exchange gains

 

 

(1,097)

 

 

(1,273)

​

 

(582)

​

 

(582)

2019 Notes

 

 

(8,634)

 

 

(12,639)

Investment in the Peak Gold JV

 

 

(5,475)

 

 

 —

Other

 

 

(595)

 

 

(124)

​

 

(97)

​

 

(143)

Total deferred tax liabilities

 

 

(138,671)

 

 

(141,373)

​

 

(123,222)

​

 

(125,098)

Total net deferred taxes

 

$

(106,574)

 

$

(120,787)

​

$

(69,785)

​

$

(76,253)

​

The Company reviewsWe review the measurement of itsour deferred tax assets at each balance sheet date. AllConsidering all available evidence, both positive and negative is considered in determining whether, based uponevidence, including but not limited to recent earnings history and forecasted future results, the weight of the evidence,Company believes it is more likely than notlikely-than-not that some portion or all of thenet deferred tax assets not currently burdened with a valuation allowance will not be fully realized. As of June 30, 2017December 31, 2023 and 2016, the Company had $6.52022, we recorded a valuation allowance of $40.8 million and $2.1$46.8 million, of valuation allowances recorded, respectively. The valuation allowance remaining at June 30, 2017December 31, 2023 is attributable to US foreign tax credits of $35.8 million and capital loss carryforwards in non‑US subsidiaries.

At June 30, 2017 and 2016, the Company had $32.1losses of $1.9 million and $59.5other tax attribute carryforwards of $3.2 million in non-US subsidiaries.

As of December 31, 2023 and 2022, we had $4.7 million and $3.2 million of net operating loss carry forwards, respectively. The decrease in the net operating loss carry forwards is primarily attributable to the utilization of net operating losses by non‑U.S. subsidiaries.carryforwards. The majority of the tax loss carry forwardscarryforwards are in jurisdictions that allow a twenty year carry forwardtwenty-year carry-forward period. As a result, these losses do not begin to expire until the 20282038 tax year, and the Company anticipates the losses will be fully utilized.

104

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of June 30, 2017December 31, 2023 and 2016, the Company2022, we had $28.5 million and $26.9 million ofzero unrecognized tax benefits, respectively.  If recognized, these unrecognized tax benefits would positively impact the Company’s effective income tax rate.benefits. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 is as follows:follows (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

(Amounts in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31,

​

June 30,

​

​

2023

​

2022

​

2021

​

2021

Total gross unrecognized tax benefits at beginning of year

    

$

26,960

    

$

26,120

    

$

23,956

    

$

—

    

$

—

    

$

652

    

$

25,389

Additions / Reductions for tax positions of current year

 

 

1,394

 

 

840

 

 

2,421

​

 

—

​

 

—

​

 

—

​

 

—

Additions / Reductions for tax positions of prior years

 

 

188

 

 

 —

 

 

 —

​

​

—

​

​

—

​

​

(60)

​

​

(812)

Reductions due to settlements with taxing authorities

 

 

 —

 

 

 —

 

 

(257)

​

 

—

​

 

—

​

 

(592)

​

 

(23,925)

Reductions due to lapse of statute of limitations

 

 

 —

 

 

 —

 

 

 —

Total amount of gross unrecognized tax benefits at end of year

 

$

28,542

 

$

26,960

 

$

26,120

​

$

—

​

$

—

​

$

—

​

$

652

​

The Company or one of its subsidiaries filesWe file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal, state and local, and non‑U.S.non-U.S. income tax examinations by tax authorities for fiscal years before 2013. As a result of (i) statutes of limitation that will begin to expire within the next 12 months in various jurisdictions, (ii) possible settlements of audit‑related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, and

772020.

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(iii) additional accrual of exposure and interest on existing items, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will not decrease in the next 12 months.

The Company’sOur continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of itsour income tax expense. At June 30, 2017For the years ended December 31, 2023 and 2016,2022, and the six months ended December 31, 2021, the amount of accrued income‑tax‑relatedincome-tax-related interest and penalties was $6.8 millionzero. For the fiscal year ended June 30, 2021, the accrued income-tax-related interest and $5.7 million, respectively.penalties was $0.3 million. The gross unrecognized tax benefits reflected in the tabular reconciliation do not include interest and penalties and are not reduced by advanced deposits of $9.7 million made to taxing authorities.penalties.

​

11. SUPPLEMENTAL CASH FLOW INFORMATION

The Company’sOur supplemental cash flow information for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal years endingyear ended June 30, 2017, 2016 and 20152021 is as follows:follows (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

(Amounts in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31,

​

June 30,

​

​

2023

​

2022

​

2021

​

2021

Cash paid during the period for:

    

 

  

    

 

  

    

 

  

    

​

  

    

​

  

    

​

  

    

​

  

Interest

 

$

18,999

 

$

17,691

 

$

10,638

​

$

28,054

​

$

7,218

​

$

304

​

$

3,510

Income taxes, net of refunds

 

$

26,835

 

$

76,072

 

$

20,272

​

$

50,303

​

$

54,804

​

$

24,166

​

$

58,970

Non-cash investing and financing activities:

 

 

  

 

 

  

 

 

  

​

 

​

​

 

​

​

 

​

​

 

​

Dividends declared

 

$

62,066

 

$

59,388

 

$

56,715

​

$

100,232

​

$

93,597

​

$

42,659

​

$

77,416

​

​

12. FAIR VALUE MEASUREMENTS

ASC 820 establishesFair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, we utilize a three-tier fair value hierarchy, thatwhich prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of themeasuring fair value hierarchy under ASC 820 are described below:as follows:

Level 1: Quoted prices for identical instruments in active markets;

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model‑derivedmodel-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

105

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ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Level 3: Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forthAs of December 31, 2023 and December 31, 2022, we had financial assets in the Company’s financial assetsform of marketable securities which are measured at fair value on a recurring basis (at least annually) by level withinbasis; however, the faircarrying value hierarchy.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017

 

 

Carrying

 

Fair Value

 

    

Amount

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets (In thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants(1)

 

$

2,194

 

$

2,194

 

$

 —

 

$

2,194

 

$

 —

Total assets

 

 

 

 

$

2,194

 

$

 —

 

$

2,194

 

$

 —

Liabilities (In thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt(2)

 

$

421,749

 

$

400,029

 

$

400,029

 

$

 —

 

$

 —

Total liabilities

 

 

 

 

$

400,029

 

$

400,029

 

$

 —

 

$

 —

(1)

Included in Other assets on the Company’s consolidated balance sheets.

78of such financial assets is not material.

Table of Contents​

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2)

Included in the carrying amount is the equity component of our 2019 Notes in the amount of $77 million, which is included within Additional paid‑in capital in the Company’s consolidated balance sheets.

The Company’s debt classified within Level 1 of the fair value hierarchy is valued using quoted prices in an active market. The carrying value of the Company’sour revolving credit facility (Note 5) approximates fair value as of June 30, 2017.  The warrants issued by Golden Star (Note 3) classified within Level 2 of the fair value hierarchy are model-derived (Black-Scholes) valuations in which the significant inputs are observable in active markets. December 31, 2023.

​

As of June 30, 2017, the Company alsoDecember 31, 2023, we had assets that, under certain conditions, are subject to measurement at fair value on a non‑recurringnon-recurring basis like those associated with stream and royalty interests, intangible assets and other long‑livedlong-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.  Refer to Note 4 for discussion of inputs used to develop fair value for those stream and royalty interests that were determined to be impaired during the twelve months ended June 30, 2016 and 2015.

​

13. MAJOR SOURCES OF REVENUE

Operators that contributed greater than 10% of the Company’sour total revenue for any ofthe years ended December 31, 2023 and 2022, the six months ended December 31, 2021, and the fiscal years 2017, 2016 or 2015year ended June 30, 2021 were as follows (revenue amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

​

December 31, 

​

December 31, 

​

June 30,

​

​

​

2023

​

​

2022

​

2021

​

2021

​

Operator

​

Revenue

​

Percentage of total revenue

​

​

Revenue

​

Percentage of total revenue

​

Revenue

​

Percentage of total revenue

​

Revenue

​

Percentage of total revenue

​

Centerra

    

$

158,167

​

26.1

%  

    

$

180,543

    

30.0

%  

$

95,509

    

27.8

%  

$

156,938

    

25.5

%  

Nevada Gold Mines

​

​

101,870

​

16.8

%  

​

​

57,730

​

9.6

%  

​

39,609

​

11.5

%  

​

41,111

​

6.7

%  

Barrick

​

​

75,259

​

12.4

%  

​

​

140,421

 

23.3

%  

​

89,177

 

26.0

%  

​

157,972

 

25.7

%  

Teck

​

 

48,920

​

8.1

%  

​

 

47,347

 

7.9

%  

 

28,076

 

8.2

%  

 

82,164

 

13.3

%  

​

​

14. SEGMENT INFORMATION

We manage our business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests. Royal Gold’s long-lived assets (stream and royalty interests, net) as of December 31, 2023 and 2022 are geographically distributed as shown in the following table (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

​

​

​

​

​

​

​

Total stream

​

​

​

​

​

​

​

Total stream

​

​

Stream

​

Royalty

​

and royalty

​

Stream

​

Royalty

​

and royalty

​

  

interest

  

interest

  

interests, net

  

interest

  

interest

  

interests, net

Canada

​

$

461,398

​

$

614,900

​

$

1,076,298

​

$

511,957

​

$

620,549

​

$

1,132,506

Dominican Republic

​

​

311,050

​

​

—

​

​

311,050

​

​

320,867

​

​

—

​

​

320,867

Africa

​

​

264,529

​

​

321

​

​

264,850

​

​

299,722

​

​

321

​

​

300,043

Chile

​

​

222,629

​

​

224,116

​

​

446,745

​

​

236,312

​

​

224,116

​

​

460,428

United States

​

​

—

​

​

794,891

​

​

794,891

​

​

—

​

​

823,203

​

​

823,203

Mexico

​

​

—

​

​

41,803

​

​

41,803

​

​

—

​

​

50,156

​

​

50,156

Australia

​

​

—

​

​

21,288

​

​

21,288

​

​

—

​

​

22,120

​

​

22,120

Rest of world

​

​

92,010

​

​

26,639

​

​

118,649

​

​

101,440

​

​

26,639

​

​

128,079

Total

​

$

1,351,616

​

$

1,723,958

​

$

3,075,574

​

$

1,470,298

​

$

1,767,104

​

$

3,237,402

​

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2017

 

Fiscal Year 2016

 

Fiscal Year 2015

 

 

 

 

 

 

Percentage of

 

 

 

 

Percentage of

 

 

 

 

Percentage of

 

 

 

 

 

 

total

 

 

 

 

total

 

 

 

 

total

 

Operator

 

Revenue

 

revenue

 

Revenue

 

revenue

 

Revenue

 

revenue

 

Centerra

    

$

136,737

    

31.0

%  

$

125,438

    

34.9

%  

$

94,104

    

33.8

%

Barrick

 

 

104,009

 

23.6

%  

 

49,683

 

13.8

%  

 

24,849

 

8.9

%

Teck

 

 

60,251

 

13.7

%  

 

49,243

 

13.7

%  

 

38,033

 

13.7

%

106

Table of Contents

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

​

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

​

$

418,280

​

$

90,523

​

$

—

​

$

121,121

​

$

206,636

Royalty interests

​

​

187,437

​

​

—

​

​

7,294

​

​

43,385

​

​

136,758

Total

​

$

605,717

​

$

90,523

​

$

7,294

​

$

164,506

​

$

343,394

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

​

$

417,793

​

$

94,642

​

$

—

​

$

143,526

​

$

179,625

Royalty interests

​

​

185,413

​

​

—

​

​

7,021

​

​

34,916

​

​

143,476

Total

​

$

603,206

​

$

94,642

​

$

7,021

​

$

178,442

​

$

323,101

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended December 31, 2021

​

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

​

$

226,551

​

$

52,329

​

$

—

​

$

82,603

​

$

91,619

Royalty interests

​

​

116,401

​

​

—

​

​

4,412

​

​

16,867

​

​

95,122

Total

​

$

342,952

​

$

52,329

​

$

4,412

​

$

99,470

​

$

186,741

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiscal Year Ended June 30, 2021

​

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

​

$

423,989

​

$

92,898

​

$

—

​

$

150,594

​

$

180,497

Royalty interests

​

​

191,867

​

​

—

​

​

6,743

​

​

32,619

​

​

152,505

Total

​

$

615,856

​

$

92,898

​

$

6,743

​

$

183,213

​

$

333,002

​

(1)Excludes depreciation, depletion and amortization
(2)Depletion amounts are included within Depreciation, depletion and amortization on our consolidated statements of operations and comprehensive income

​

107

Table of Contents

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):

14.​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Years Ended

    

Six Months Ended

    

Fiscal Year Ended

​

    

December 31, 

    

December 31, 

    

December 31, 

    

June 30,

​

    

​

2023

    

​

2022

    

​

2021

    

​

2021

Total segment gross profit

    

$

343,394

    

$

323,101

    

$

186,741

    

$

333,002

​

    

​

​

    

​

​

    

​

​

    

​

​

Costs and expenses

    

​

​

    

​

​

    

​

​

    

​

​

General and administrative expenses

    

​

39,761

    

​

34,612

    

​

15,163

    

​

28,387

Exploration costs

    

​

—

    

​

—

    

​

—

    

​

563

Depreciation

    

​

431

    

​

493

    

​

215

    

​

356

Impairment of royalty interests

    

​

—

    

​

4,287

    

​

—

    

​

—

Total costs and expenses

    

​

40,192

    

​

39,392

    

​

15,378

    

​

29,306

Gain on sale of Peak Gold JV interest

    

​

—

    

​

—

    

​

—

    

​

33,906

Operating income

    

​

303,202

    

​

283,709

    

​

171,363

    

​

337,602

Fair value changes in equity securities

    

​

(147)

    

​

(1,503)

    

​

(1,350)

    

​

6,017

Interest and other income

    

​

9,952

    

​

7,832

    

​

1,610

    

​

2,443

Interest and other expense

    

​

(30,867)

    

​

(17,170)

    

​

(2,787)

    

​

(6,419)

Income before income taxes

    

$

282,140

    

$

272,868

    

$

168,836

    

$

339,643

​

Our revenue by reportable segment for the years ended December 31, 2023 and 2022, six months ended December 31, 2021 and fiscal year ended June 30, 2021 is geographically distributed as shown in the following table (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Years Ended

​

Six Months Ended

​

Fiscal Year Ended

​

​

December 31, 

​

December 31, 

​

December 31,

​

June 30,

​

    

2023

    

2022

    

2021

    

2021

Stream interests:

​

​

​

​

​

​

​

​

​

​

​

​

Canada

​

$

196,961

​

$

212,369

​

$

115,544

​

$

190,537

Dominican Republic

​

​

76,247

​

​

85,863

​

​

52,958

​

​

115,583

Africa

​

​

70,757

​

​

53,787

​

​

22,228

​

​

35,705

Chile

​

​

48,920

​

​

47,347

​

​

28,075

​

​

82,164

Rest of world

​

​

25,395

​

​

18,427

​

​

7,746

​

​

—

Total stream interests

​

$

418,280

​

$

417,793

​

$

226,551

​

$

423,989

​

​

​

​

​

​

​

​

​

​

​

​

​

Royalty interests:

​

​

​

​

​

​

​

​

​

​

​

​

United States

​

$

123,690

​

$

81,642

​

$

54,046

​

$

68,611

Mexico

​

​

25,754

​

​

52,388

​

​

31,858

​

​

58,212

Canada

​

​

12,712

​

​

27,210

​

​

13,756

​

​

31,671

Australia

​

​

19,011

​

​

15,672

​

​

11,174

​

​

21,466

Africa

​

​

—

​

​

316

​

​

1,107

​

​

2,801

Rest of world

​

​

6,270

​

​

8,185

​

​

4,460

​

​

9,106

Total royalty interests

​

$

187,437

​

$

185,413

​

$

116,401

​

$

191,867

Total revenue

​

$

605,717

​

$

603,206

​

$

342,952

​

$

615,856

​

​

​

108

Table of Contents

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. COMMITMENTS AND CONTINGENCIES

Xavantina Exploration Payment

​

On April 20, 2023, we made a $2.4 million advance payment to a subsidiary of Ero Copper Corp. (“Ero”) as part of our commitment to support the achievement of success-based targets related to regional exploration and mineral resource additions. This payment was recorded to exploration-stage stream interests within Stream and royalty interests, net on our consolidated balance sheets. As of December 31, 2023, $4.4 million of additional advance payments remain if Ero meets certain success-based targets related to regional exploration and mineral resource additions through calendar 2024.

​

Ilovica Gold Stream Acquisition

​

As of June 30, 2017, the Company’sDecember 31, 2023, our conditional funding schedule of $163.75 million, as part of itsthe Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions.

Voisey’s Bay​

The Company indirectly owns a royalty on the Voisey’s Bay mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited (“VNL”).  The royalty is directly owned by the Labrador Nickel Royalty Limited Partnership (“LNRLP”), in which the Company’s wholly‑owned indirect subsidiary, Voisey’s Bay Holding Corporation, is the general partner and 90% owner.  The remaining 10% interest in LNRLP is owned by Altius Royalty Corporation, a company unrelated to Royal Gold.16. SUBSEQUENT EVENTS

​

On December 5, 2014, LNRLP filed amendmentsFebruary 13, 2024, RGLD Gold AG, a subsidiary of the Company, entered into a Processing Cost Support Agreement (the “Agreement”) with Centerra Gold Inc. (“Centerra”) with respect to its October 16, 2009 Statementthe Mount Milligan Mine (“Mount Milligan”) for cash consideration of Claim$24.5 million, 50,000 ounces of gold to be delivered in the Supreme Court of Newfoundlandfuture and Labrador Trial Division against Vale Inco Limited, now known as Vale Canada Limited (“Vale Canada”) and its wholly-owned subsidiaries, Vale Inco Atlantic Sales Limited and VNL, relateda free cash flow interest. The cost support to calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey’s Bay mine.  LNRLP asserts that the defendants have incorrectly calculated the NSR since production at Voisey’s Bay began in late 2005, have indicated an intention to calculate the NSR in a manner LNRLP believes will violate the royalty agreement as Voisey’s Bay

79

Table of Contents

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

concentrates are processed at Vale’s new Long Harbour processing facility, and have breached their contractual duties of good faith and honest performance in several ways.  LNRLP requests an order in respect of the correct calculation of future payments, and unspecified damages for non-payment and underpayment of past royalties to the date of the claim, together with additional damages until the date of trial, interest, costs and other damages.  The litigation is in the discovery phase, and trialCenterra is expected to commenceallow for a reserve increase and extend the mine life at Mount Milligan to 2035. Our existing stream agreement on Mount Milligan remains in place and is unaffected by the second half of calendar 2018.additional Agreement. We are currently evaluating the accounting for the Agreement with Centerra and expect it will be completed during the quarter ending March 31, 2024.

​

​

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of selected quarterly financial information (unaudited).  Some amounts in the below table may not sum‑up in total as a result of rounding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

Operating

 

attributable to

 

Basic earnings

 

Diluted earnings

 

 

 

 

 

income

 

Royal Gold

 

(loss) per

 

(loss) per

 

 

Revenue

 

(loss)

 

stockholders

 

share

 

share

 

 

(Amounts in thousands except per share data)

Fiscal year 2017 quarter-ended:

  

 

  

  

 

  

  

 

  

  

 

  

  

 

  

September 30, 

 

$

117,947

 

$

40,891

 

$

29,787

 

$

0.46

 

$

0.46

December 31, 

 

 

106,961

 

 

34,481

 

 

28,062

 

 

0.43

 

 

0.43

March 31, 

 

 

106,972

 

 

35,951

 

 

23,661

 

 

0.36

 

 

0.36

June 30, 

 

 

108,934

 

 

34,619

 

 

20,020

 

 

0.31

 

 

0.31

 

 

$

440,814

 

$

145,942

 

$

101,530

 

$

1.55

 

$

1.55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year 2016 quarter-ended:

 

(Amounts in thousands except per share data)

September 30, 

 

$

74,056

 

$

21,185

 

$

(45,046)

 

$

(0.69)

 

$

(0.69)

December 31, 

 

 

98,118

 

 

27,173

 

 

15,114

 

 

0.23

 

 

0.23

March 31, 

 

 

93,487

 

 

(72,058)

 

 

(67,656)

 

 

(1.04)

 

 

(1.04)

June 30, 

 

 

94,129

 

 

28,516

 

 

20,439

 

 

0.32

 

 

0.32

 

 

$

359,790

 

$

4,816

 

$

(77,149)

 

$

(1.18)

 

$

(1.18)

​

80

109

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)          Evaluation of Disclosure Controls and Procedures

As of June 30, 2017,Under the Company’s management,supervision and with the participation of the President andour management, including our Chief Executive Officer (the(our principal executive officer) and Chief Financial Officer and Treasurer (the(our principal financial and accounting officer) of the Company, carried out an evaluation of, we evaluated the effectiveness of the design and operation of the Company’sour disclosure controls and procedures (as defined in Rules 13a‑15(e)13a-15(e) and 15d‑15(e) of15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).amended) as of December 31, 2023. Based on suchthis evaluation, the Company’s President andour Chief Executive Officer and its Chief Financial Officer and Treasurer have concluded that as of June 30, 2017, the Company’sour disclosure controls and procedures were effective to provideas of December 31, 2023, at the reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that such information is accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and its Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure.level.

Disclosure controls and procedures involve human diligence and compliance and are subject to lapses in judgment and breakdowns resulting from human failures.  As a result, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b)          Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as(as defined in Rules 13a‑15(f)13a-15(f) and 15d‑15(f)15d-15(f) under the Securities Exchange Act.Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2017.December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on management’s assessment and those criteria, management concluded that as of June 30, 2017, our internal control over financial reporting is effective.was effective as of December 31, 2023.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on our internal control over financial reporting as of December 31, 2023.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our President and Chief Executive Office (the principal executive officer)Officer and Chief Financial Officer, and Treasurer (the principal financial and accounting officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the CompanyRoyal Gold have been detected.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on our internal control over financial reporting as of June 30, 2017.

​

81110

Table of Contents

(c)          Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a‑15(f) under the Exchange Act during our fourth fiscal quarter ended June 30, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d)          Report of Independent Registered Public Accounting Firm

The​

To the Stockholders and the Board of Directors and Shareholders of Royal Gold, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Royal Gold, Inc.’s internal control over financial reporting as of June 30, 2017,December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Royal Gold, Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

​

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, and the related notes, and our report dated February 15, 2024 expressed an unqualified opinion thereon.

​

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

111

Table of Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Royal Gold, Inc. maintained, in all material respects, effective internal control over financial reporting as of June 30, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Royal Gold, Inc. as of June 30, 2017 and 2016, and the related consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended June 30, 2017 of Royal Gold, Inc. and our report dated August 10, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Denver, Colorado
August 10, 2017

82​

Table of Contents

February 15, 2024

​

ITEM 9B.  OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

​

ITEM 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

​

None.

​

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our executive officers is reported under the caption “Information about our Executive Officers” in Part I of this report. The other information required by this item iswill be included in the Company’s Proxy Statementour proxy statement for its 2017 Annual Stockholders Meetingour 2024 stockholders’ meeting to be filed with the SEC within 120 days after June 30, 2017,December 31, 2023, and is incorporated by reference ininto this Annual Report on Form 10‑K.report.

The Company’s Code of Business Conduct and Ethics within the meaning of Item 406 of Regulation S‑K adopted by the SEC under the Exchange Act that applies to our principal executive officer and principal financial and accounting officer is available on the Company’s website at www.royalgold.com and in print without charge to any stockholder who requests a copy.  Requests for copies should be directed to Royal Gold, Inc., Attention: Vice President, General Counsel and Secretary, 1660 Wynkoop Street, Suite 1000, Denver, Colorado, 80202.  The Company intends to satisfy the disclosure requirements of Item 5.05 of Form 8‑K regarding any amendment to, or a waiver from, a provision of the Company’s Code of Business Conduct and Ethics by posting such information on the Company’s website.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this item iswill be included in the Company’s Proxy Statementour proxy statement for its 2017 Annual Stockholders Meetingour 2024 stockholders’ meeting to be filed with the SEC within 120 days after June 30, 2017,December 31, 2023, and is incorporated by reference ininto this Annual Report on Form 10‑K.report.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item iswill be included in the Company’s Proxy Statementour proxy statement for its 2017 Annual Stockholders Meetingour 2024 stockholders’ meeting to be filed with the SEC within 120 days after June 30, 2017,December 31, 2023, and is incorporated by reference ininto this Annual Report on Form 10‑K.report.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item iswill be included in the Company’s Proxy Statementour proxy statement for its 2017 Annual Stockholders Meetingour 2024 stockholders’ meeting to be filed with the SEC within 120 days after June 30, 2017,December 31, 2023, and is incorporated by reference ininto this Annual Report on Form 10‑K.report.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item iswill be included in the Company’s Proxy Statementour proxy statement for its 2017 Annual Stockholders Meetingour 2024 stockholders’ meeting to be filed with the SEC within 120 days after June 30, 2017,December 31, 2023, and is incorporated by reference ininto this Annual Report on Form 10‑K.

report.

83

112

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)   Financial Statements

Index to Financial Statements

​

​

​

​

​

Page

Report of Independent Registered Public Accounting Firm

​

50

Error! Bookmark not defined.

Consolidated Balance Sheets

​

51

83

Consolidated Statements of Operations and Comprehensive Income (Loss)

​

52

84

Consolidated Statements of Changes in Equity

​

53

85

Consolidated Statements of Cash Flows

​

54

86

Notes to Consolidated Financial Statements

​

55

87

(b)     Exhibits

Reference is made to the Exhibit Index beginning on page 86 hereof.

ITEM 16.       FORM 10-K SUMMARY

The optional summary in Item 16 has not been included in this Form 10-K.

​

84

113

Table of Contents

​

(b)  Exhibits

SIGNATURES

​

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit
Number

​

Description

​

​

​

3.1

ROYAL GOLD, INC.

​

Date: August 10, 2017

By:

/s/ TONY JENSEN

Tony Jensen

President, Chief Executive Officer and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


(Principal Executive Officer)

Date: August 10, 2017

By:

/s/ TONY JENSEN

Tony Jensen

President, Chief Executive Officer and Director
(Principal Executive Officer)

Date: August 10, 2017

By:

/s/ STEFAN L. WENGER

Stefan Wenger

Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

Date: August 10, 2017

By:

/s/ WILLIAM M. HAYES

William M. Hayes

Chairman

Date: August 10, 2017

By:

/s/ M. CRAIG HAASE

M. Craig Haase

Director

Date: August 10, 2017

By:

/s/ KEVIN MCARTHUR

Kevin McArthur

Director

Date: August 10, 2017

By:

/s/ JAMIE SOKALSKY

Jamie Sokalsky

Director

Date: August 10, 2017

By:

/s/ CHRIS M.T. THOMPSON

Chris M. T. Thompson

Director

Date: August 10, 2017

By:

/s/ RONALD J. VANCE

Ronald J. Vance

Director

Date: August 10, 2017

By:

/s/ SYBIL VEENMAN

Sybil Veenman

Director

85

Table of Contents

Exhibit Index

Exhibit
Number

Description

3.1

Restated Certificate of Incorporation, as amended through May 26, 2023 (filed as Exhibit 3.1 to the Company’s CurrentRoyal Gold’s Quarterly Report on Form 8-K10-Q filed on November 30, 20162, 2023, and incorporated herein by reference)

​

​

​

3.2

​

Amended and Restated Bylaws, as amended on August 28, 2014of March 2, 2023 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8‑K on September 4, 2014 and incorporated herein by reference)

3.3

Amended and Restated Certificate of Designations of Series A Junior Participating Preferred Stock of Royal Gold, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8‑K on September 10, 2007 and incorporated herein by reference)

3.4

Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock of Royal Gold, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8‑K on February 23, 2010 and incorporated herein by reference)

4.1

First Amended and Restated Rights Agreement dated September 10, 2007 between Royal Gold, Inc. and Computershare Trust Company, N.A. (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8‑A on September 10, 2007 and incorporated herein by reference)

4.2

Appendix I to Schedule B of the Amended and Restated Arrangement Agreement, dated January 15, 2010, among Royal Gold, Inc., RG Exchangeco Inc. (formerly, 7296355 Canada Ltd.) and International Royalty Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8‑K on January 22, 2010 and incorporated herein by reference)

4.3

Indenture among Royal Gold, Inc., Wells Fargo Bank, National Association and Computershare Trust Company of Canada, dated June 20, 2012 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8‑K on June 20, 2012 and incorporated herein by reference)

4.4

Supplemental Indenture among Royal Gold, Inc., Wells Fargo Bank, National Association and Computershare Trust Company of Canada, dated June 20, 2012 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8‑K on June 20, 2012 and incorporated herein by reference)

10.1▲

2004 Omnibus Long‑Term Incentive Plan, as amended (filed as Exhibit 10.13.1(a) to Royal Gold’s Current Report on Form 8-K filed on September 3, 2013March 8, 2023, and incorporated herein by reference)

​

​

​

10.2▲4.1*

​

2015 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8‑K filed on November 16, 2015 and incorporated herein by reference)Description of capital stock

​

​

​

10.3▲10.1

​

2015 Omnibus Long‑Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017 and incorporated herein by reference)

10.4▲

Royal Gold Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017 and incorporated herein by reference)

10.5▲

Form of Incentive Stock Option Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8‑K filed on November 7, 2008 and incorporated herein by reference)

86

Table of Contents

Exhibit
Number

Description

10.6▲

Form of Incentive Stock Option Agreement (Officer) under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8‑K filed on September 3, 2013 and incorporated herein by reference)

10.7▲

Form of Non‑qualified Stock Option Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8‑K filed on November 7, 2008 and incorporated herein by reference)

10.8▲

Form of Restricted Stock Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8‑K filed on November 7, 2008 and incorporated herein by reference)

10.9▲

Form of Restricted Stock Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8‑K filed on August 17, 2012 and incorporated herein by reference)

10.10▲

Form of Director Restricted Stock Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8‑K filed on September 3, 2013 and incorporated herein by reference)

10.11▲

Form of Restricted Stock Agreement (Officer) under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8‑K filed on September 3, 2013 and incorporated herein by reference)

10.12▲

Form of Performance Share Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8‑K filed on November 7, 2008 and incorporated herein by reference)

10.13▲

Form of Performance Share Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (1) (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8‑K filed on August 24, 2011 and incorporated herein by reference)

10.14▲

Form of Performance Share Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (2) (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8‑K filed on August 24, 2011 and incorporated herein by reference)

10.15▲

Form of Performance Share Agreement (Officer) under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8‑K filed on September 3, 2013 and incorporated herein by reference)

10.16▲

Form of Stock Appreciation Rights Agreement under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.6 to Royal Gold’s Current Report on Form 8‑K filed on November 7, 2008 and incorporated herein by reference)

10.17▲

Form of Stock Appreciation Rights Agreement—Stock Settled (Officer) under Royal Gold’s 2004 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.6 to Royal Gold’s Current Report on Form 8‑K filed on September 3, 2013 and incorporated herein by reference)

87

Table of Contents

Exhibit
Number

Description

10.18▲

Form of Amended and Restated Indemnification Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K on September 4, 2014 and incorporated herein by reference)

10.19▲

Form of Employment Agreement by and between Royal Gold, Inc. and Tony Jensen (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8‑K filed on July 8, 2016 and incorporated herein by reference)

10.20▲

Form of Employment Agreement by and between Royal Gold, Inc. and each of the following: Karli Anderson, William Heissenbuttel, Mark Isto, Bruce Kirchhoff and Stefan Wenger (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8‑K filed on July 8, 2016 and incorporated herein by reference)

10.21▲

Form of Amendment to Equity Award Agreements (filed as Exhibit 10.2 to Royal Gold’s Quarterly  Report on Form 10-Q filed on April 27, 2016 and incorporated herein by reference)

10.22

Royalty Agreement between Royal Gold, Inc. and the Cortez Joint Venture dated April 1, 1999 (filed as part of Item 5 of the Company’s Current Report on Form 8‑K on April 12, 1999 and incorporated herein by reference)

10.23

Firm offer to purchase royalty interest of “Idaho Group” between Royal Gold, Inc. and Idaho Group dated July 22, 1999 (filed as Attachment A to the Company’s Current Report on Form 8‑K on September 2, 1999 and incorporated herein by reference)

10.24

Royalty Deed and Agreement, dated effective as of April 15, 1991, between ECM, Inc. and Royal Crescent Valley, Inc. (filed as Exhibit 10(1) to the Company’s Annual Report on Form 10‑K for the year ended June 30, 1991 and incorporated herein by reference)

10.25

Assignment and Assumption Agreement, dated December 6, 2002 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8‑K on December 23, 2002 and incorporated herein by reference)

10.26

Royalty Assignment and Agreement, effective as of December 26, 2002, between High Desert Mineral Resources, Inc. and High Desert Gold Corporation (filed as Exhibit 99.4 to the Company’s Current Report on Form 8‑K on September 22, 2005 and incorporated herein by reference)

10.27

Royalty Assignment, Confirmation, Amendment, and Restatement of Royalty, and Agreement, dated as of November 30, 1995, among Barrick Bullfrog Inc., Barrick Goldstrike Mines Inc. and Royal Hal Co. (filed as Exhibit 99.5 to the Company’s Current Report on Form 8‑K on September 22, 2005 and incorporated herein by reference)

10.28

Amendment to Royalty Assignment, Confirmation, Amendment, and Restatement of Royalty, and Agreement, effective as of October 1, 2004, among Barrick Bullfrog Inc., Barrick Goldstrike Mines Inc. and Royal Hal Co. (filed as Exhibit 99.6 to the Company’s Current Report on Form 8‑K on September 22, 2005 and incorporated herein by reference)

10.29

Purchase and Sale Agreement for Peñasquito and Other Royalties among Minera Kennecott S.A. DE C.V., Kennecott Exploration Company and Royal Gold, Inc., dated December 28, 2006 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10‑Q on February 9, 2007 and incorporated herein by reference)

88

Table of Contents

Exhibit
Number

Description

10.30

Contract for Assignment of Rights Granted, by Minera Kennecott, S.A. de C.V. Represented in this Agreement by Mr. Dave F. Simpson, and Minera Peñasquito, S.A. de C.V., Represented in this Agreement by Attorney, Jose Maria Gallardo Tamayo (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10‑Q on February 9, 2007 and incorporated herein by reference)

10.31

Labrador Option Agreement, dated May 18, 1993, between Diamond Fields Resources Inc. and Archean Resources Ltd., as amended (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10‑Q on May 7, 2010 and incorporated herein by reference)

10.32

Robinson Property Trust Ancillary Agreement by and between Kennecott Holdings Corporation, Kennecott Rawhide Mining Company and Kennecott Nevada Copper Company and BHP Nevada Mining Company, dated September 12, 2003 (filed as Exhibit 10.60 to the Company’s Annual Report on Form 10‑K on August 26, 2010 and incorporated herein by reference)

10.33

Shares Purchase and Sale Agreement by Jaime Ugarte Lee and others to Compañia Minera Barrick Chile Limitada, dated as of March 23, 2001 (English Translation) (filed as Exhibit 10.61 to the Company’s Annual Report on Form 10‑K on August 26, 2010 and incorporated herein by reference)

10.34

Royalty Deed between St Barbara Mines Limited and Resource Capital Funds III L.P., dated March 29, 2005, as supplemented and amended by the Supplemental Deed between St Barbara Mines Limited and Resource Capital Funds III L.P., dated May 20, 2005 (filed as Exhibit 10.64 to the Company’s Annual Report on Form 10‑K on August 26, 2010 and incorporated herein by reference)

10.35

Net Smelter Return Royalty Agreement by and between Newmont Canada Limited and Barrick Gold Corporation, dated October 8, 2004 (filed as Exhibit 10.65 to the Company’s Annual Report on Form 10‑K on August 26, 2010 and incorporated herein by reference)

10.36

Royalty for Technical Expertise Agreement by and between Tenedoramex S. A. de C. V. and Kennecott Minerals Company, dated as of March 23, 2001 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8‑K on January 6, 2006 and incorporated herein by reference)

10.37

Agreement for Amendment and Restatement of Royalty for Technical Expertise between Minas de Oro Nacional S.A. de C.V. and RG Mexico, Inc. dated May 27, 2011 (filed as Exhibit 10.51 to the Company’s Annual Report on Form 10‑K on August 18, 2011 and incorporated herein by reference)

10.38†

Amended and Restated Purchase and Sale Agreement by and among Royal Gold, Inc., RGL Gold AG, Thompson Creek Metals Company Inc. and Terrane Metals Corp. dated as of December 14, 2011 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K on December 15, 2011 and incorporated herein by reference)

10.39†

First Amendment to Amended and Restated Purchase and Sale Agreement by and among Royal Gold, Inc., RGLD Gold AG, Thompson Creek Metals Company Inc. and Terrane Metals Corp. dated as of August 8, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K on August 9, 2012 and incorporated herein by reference)

89

Table of Contents

Exhibit
Number

Description

10.40

Second Amendment to Amended and Restated Purchase and Sale Agreement by and among Royal Gold, Inc., RGLD Gold AG, Thompson Creek Metals Company Inc. and Terrane Metals Corp. dated as of December 11, 2014 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q on January 29, 2015 and incorporated herein by reference).

10.41

Third Amendment to Amended and Restated Purchase and Sale Agreement, dated October 20, 2016, among RGLD Gold AG, Thompson Creek Metals Company Inc. and Royal Gold, Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 3, 2016 and incorporated herein by reference)

10.42

Intercreditor Agreement by and among RGLD Gold AG, Terrane Metals Corp. and Valiant Trust Company dated November 27, 2012 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q on January 31, 2013 and incorporated herein by reference)

10.43

Net Smelter Royalty Agreement between Barrick Gold Corporation and McWatters Mining Inc., dated April 3, 2003 (filed as Exhibit 10.50 to the Company’s Annual Report on Form 10‑K on August 18, 2011 and incorporated herein by reference)

10.44

Agreement between Rio Tinto Metals Limited and MK Gold Company, dated September 1, 1999 (filed as Exhibit 10.52 to the Company’s Annual Report on Form 10‑K on August 18, 2011 and incorporated herein by reference)

10.45

Net Smelter Return Royalty Agreement between Expatriate Resources Ltd. and Atna Resources Ltd., dated June 16, 2004, as modified by Partial Assignment of Royalty between Atna Resources Ltd, Equity Engineering Ltd. and Yukon Zinc Corporation, dated August 20, 2007 (filed as Exhibit 10.53 to the Company’s Annual Report on Form 10‑K on August 18, 2011 and incorporated herein by reference)

10.46

Form of Agreement for Assignment of Partnership Interest in Crescent Valley Partners, L.P. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K on January 8, 2014 and incorporated herein by reference)

10.47

Third Amendment to Amended and Restated Purchase and Sale Agreement, dated October 20, 2016, among RGLD Gold AG, Thompson Creek Metals Company Inc. and Royal Gold, Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 3, 2016 and incorporated herein by reference)

10.48

Intercreditor Agreement, dated October 20, 2016, among The Bank of Nova Scotia for the Senior Debt Secured Parties identified therein, RGLD Gold AG and Thompson Creek Metals Company Inc. (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on November 3, 2016 and incorporated herein by reference)

10.49

Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to the Company’sRoyal Gold’s Current Report on Form 8-K filed on June 6, 2017, and incorporated herein by reference)

​

​

90

Table of Contents

​

Exhibit
Number10.2

​

Description

10.50

PledgeAmendment and Consent to Revolving Facility Credit Agreement, bydated May 15, 2018, among Royal Gold, Inc. in favor, certain subsidiaries of TheRoyal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.38 to Royal Gold’s Annual Report on Form 10-K filed on August 9, 2018, and incorporated herein by reference)

​

​

​

10.3

​

Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 6, 2019, and incorporated herein by reference)

​

​

​

10.4

​

Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference)

​

​

​

10.5

​

Fourth Amendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference)

​

​

​

10.6

​

Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 30, 2023, and incorporated herein by reference)

​

​

​

10.7▲

​

Royal Gold Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

​

​

​

10.8▲

​

Form of Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference)

114

Table of Contents

Exhibit
Number

​

Description

​

​

​

10.9▲

​

Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 20172020 (filed as Exhibit 10.2 to the Company’sRoyal Gold’s Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference)

​

​

​

10.10▲

​

Retirement Letter Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.1 Royal Gold’s Current Report on Form 8-K filed on June 6,September 18, 2023, and incorporated herein by reference).

​

​

​

10.11▲

​

Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on September 18, 2023, and incorporated herein by reference).

​

​

​

10.12▲

​

Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on January 7, 2019, and incorporated herein by reference).

​

​

​

10.13▲

​

Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2021, and incorporated herein by reference)

​

​

​

10.14▲

​

Form of Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on April 11, 2022, and incorporated herein by reference)

​

​

​

10.15▲

​

Form of [First][Second] Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on May 25, 2022, and incorporated herein by reference)

​

​

​

10.16▲

​

Form of Amended and Restated Indemnification Agreement entered into between Royal Gold, Inc. or certain subsidiaries and the directors and executive officers of Royal Gold, Inc. or its wholly owned subsidiaries (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on February 16, 2023, and incorporated herein by reference)

​

​

​

10.17▲

​

2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

​

​

10.51

Pledge Agreement by Royal Gold, Inc. in favor of The Bank of Nova Scotia, dated June 2, 2017 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K on June 6, 2017 and incorporated herein by reference)​

10.18▲

​

10.52

Share Pledge Agreement by Royal Gold, Inc. in favor of The Bank of Nova Scotia, dated June 2, 2017 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K on June 6, 2017 and incorporated herein by reference)

10.53▲

Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.57 to the Company’s Annual Report on Form 10-K on August 10, 2016 and incorporated herein by reference)

10.54▲

Form of Restricted Stock Agreement under Royal Gold 2015 Omnibus Long‑Term Incentive Plan (filed as Exhibit 10.58 to the Company’s Annual Report on Form 10-K on August 10, 2016 and incorporated herein by reference)

10.55▲

Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long‑TermLong-Term Incentive Plan (filed as Exhibit 10.5910.3 to the Company’s AnnualRoyal Gold’s Quarterly Report on Form 10-K10-Q filed on August 10, 2016November 1, 2018, and incorporated herein by reference)

​

​

​

10.56▲10.19▲

​

Form of Performance ShareRestricted Stock Agreement under Royal Gold’s 2015 Omnibus Long‑TermLong-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.6010.1 to the Company’s AnnualRoyal Gold’s Quarterly Report on Form 10-K10-Q filed on August 10, 2016May 5, 2022, and incorporated herein by reference)

​

​

​

115

Table of Contents

10.57▲Exhibit
Number

​

Description

10.20▲

​

Form of Restricted Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long‑TermLong-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.6110.1 to the Company’s AnnualRoyal Gold’s Current Report on Form 10-K8-K filed on August 10, 2016March 8, 2023, and incorporated herein by reference)

​

​

​

10.21▲

​

10.58*▲

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

​

​

​

10.59*▲10.22▲

​

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

​

​

​

10.23▲

​

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

​

​

​

10.24▲

​

Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

​

​

​

10.25▲

​

Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

​

​

​

21.1*10.26▲

​

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.7 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

​

​

​

10.27▲

​

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

​

​

​

10.28▲

​

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

​

​

​

10.29▲

​

Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

​

​

​

10.30▲

​

Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

​

​

​

21.1*

​

Royal Gold and Its Subsidiaries

​

​

​

23.1*

​

Consent of Independent Registered Public Accounting Firm

​

​

​

116

Table of Contents

Exhibit
Number

​

Description

10.20▲

​

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

​

​

​

10.23▲

​

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

​

​

​

10.28▲

​

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference)

31.1*

​

Certification of President and Chief Executive Officer required bypursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes‑OxleySarbanes-Oxley Act of 2002

​

​

​

31.2*

​

Certification of Chief Financial Officer required bypursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes‑OxleySarbanes-Oxley Act of 2002

​

​

91

Table of Contents

​

Exhibit
Number

Description

32.1*

​

Written StatementCertification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑OxleySarbanes-Oxley Act of 2002

​

​

​

32.2*

​

Written StatementCertification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑OxleySarbanes-Oxley Act of 20022002.

​

​

​

101.INS*97.1*

​

XBRL Instance DocumentIncentive Compensation Recoupment Policy

​

​

​

101.SCH*101*

​

XBRL Taxonomy Extension Schema DocumentThe following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (a) Consolidated Statements of Cash Flows, (b) Consolidated Statements of Operations, (c) Consolidated Statements of Comprehensive Income, (d) Consolidated Balance Sheets, and (e) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

​

​

​

101.CAL*104*

​

The cover page from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document(included as Exhibit 101)

​

*

Filed or furnished herewith.

▲

Identifies eacha management contract or compensation plan or arrangement.

​

​

†​

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.​

​

​

ITEM 16.    FORM 10-K SUMMARY

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include this summary information.

​

​

92

117

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

​

​

​

​

​

ROYAL GOLD, INC.

​

​

​

Date: February 15, 2024

By:

/s/ William Heissenbuttel

​

​

William Heissenbuttel

​

​

President, Chief Executive Officer and Director
(Principal Executive Officer)

​

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

​

​

​

​
(Principal Executive Officer)

​

Date: February 15, 2024

By:

/s/ William Heissenbuttel

​

​

William Heissenbuttel

​

​

President, Chief Executive Officer and Director
(Principal Executive Officer)

​

​

​

Date: February 15, 2024

By:

/s/ Paul Libner

​

​

Paul Libner

​

​

Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

​

​

​

Date: February 15, 2024

By:

/s/ William Hayes

​

​

William Hayes

​

​

Chairman

​

​

​

Date: February 15, 2024

By:

/s/ Fabiana Chubbs

​

​

Fabiana Chubbs

​

​

Director

​

​

​

Date: February 15, 2024

By:

/s/ Kevin McArthur

​

​

Kevin McArthur

​

​

Director

​

​

​

Date: February 15, 2024

By:

/s/ Jamie Sokalsky

​

​

Jamie Sokalsky

​

​

Director

​

​

​

Date: February 15, 2024

By:

/s/ Ronald Vance

​

​

Ronald Vance

​

​

Director

​

​

​

Date: February 15, 2024

By:

/s/ Sybil Veenman

​

​

Sybil Veenman

​

​

Director

​

​

​

​

​

118