UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2023
ROYAL GOLD, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-13357 | | 84-0835164 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
| | |
1144 15th Street, Suite 2500, Denver, CO | | 80202-2686 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 303-573-1660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol |
| Name of each exchange on which registered: |
Common Stock $0.01 Par Value | | RGLD | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 7.01Regulation FD Disclosure.
On August 21, 2023, Royal Gold, Inc. issued a press release to provide an update on its potential acquisition of royalties on the Serrote and Santa Rita mines in Brazil from ACG Acquisition Company Ltd. (“ACG”), noting that ACG had issued a press release providing an update with respect to the transaction for the acquisition of the entities that own the mines from Appian Capital Advisory LLP (“Appian”), and that: (i) revisions to ACG’s acquisition agreement with Appian have yet to be agreed; (ii) the long-stop date of August 18, 2023, has now passed and the acquisition agreement may be terminated at any time; (iii) discussions between Appian, the anchor investors and ACG are ongoing; and (iv) ACG has 12 months from the completion date of its initial public offering (i.e., until October 12, 2023) to complete an acquisition, subject to two three-month extensions without shareholder approval.
A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into Item 7.01 by reference.
The information included in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise stated in such filings. Similarly, the information on Royal Gold’s website shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit |
| Description |
99.1 | | |
| | |
104 | | Cover Page Interactive Data File (formatted as inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Royal Gold, Inc. | ||
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Dated: August 21, 2023 | By: | /s/ Laura B. Gill | |
| | Name: | Laura B. Gill |
| | Title: | Vice President, Corporate Secretary and Chief Compliance Officer |
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