What changed in this filing

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Item 1. Business

2025-02-13 compared with 2024-02-15 · 69 added, 70 removed, 133 unchanged (51% of the section changed)

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 transition 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 “transition period” refer to the six-month period ended December 31, 2021.

We acquire and manage precious metal streams, royalties, and similar interests.

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and involvement as a bidder in competitive processes.

As discussed in further detail throughout this report, some key highlights and developments for our business for the year ended December 31, 2023 were as follows:

● During calendar year 2023 we repaid $325 million under our revolving credit facility.

At December 31, 2023, we had $250 million outstanding under our $1.0 billion revolving credit facility and had cash and equivalents of $104 million.

● 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.

As discussed in further detail throughout this report, some key business highlights and developments for the year ended December 31, 2024 were as follows:

• During calendar year 2024 we repaid the remaining $250 million outstanding under our $1 billion revolving credit facility, resulting in the revolving credit facility being fully undrawn and available as of December 31, 2024.

• We had record revenue of $719.4 million for the year ended December 31, 2024, compared to $605.7 million for the comparable prior year period, representing a 19% increase.

• We generated a record $529.5 million of net operating cash flow for the year ended December 31, 2024, compared to $415.8 million for the comparable prior year period, representing a 27% increase.

• We increased our calendar year dividend to $1.80 per basic share, which is paid in quarterly installments throughout calendar year 2025.

This represents a 13% increase compared with the dividend paid during calendar year 2024.

• On February 13, 2024, we entered into a Cost Support Agreement with Centerra Gold Inc.

("Centerra") to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan.

The Cost Support Agreement provided a basis for a reserve increase and extension of the Mount Milligan mine life to 2035 and may provide a basis for further extension of the mine life beyond 2035.

• We acquired royalty interests for total cash consideration of $106 million on the Back River Gold District in Nunavut, Canada, and the Cactus Project in Arizona, U.S.A.

Certain Definitions

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Gold equivalent ounces (GEOs):

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

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

Gross smelter return (GSR) royalty:

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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.

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 (“S-K 1300”), 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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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.

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:

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 smelter return (NSR) royalty:

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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

December 31, 2021, and the fiscal year ended June 30, 2021, respectively.

As of December 31, 2024 we owned nine stream interests, which are on seven production stage properties and two development stage properties.

Stream interests accounted for 67% and 69% of our total revenue for the years ended December 31, 2024 and 2023, respectively.

We expect stream interests to continue representing a significant portion of our total revenue.

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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.

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

As of December 31, 2023

As of December 31, 2022

interests, net

Royalty interests accounted for 33% and 31% of our total revenue for the years ended December 31, 2024 and 2023, respectively.

Our long-lived assets (stream and royalty interests, net) for the years ended December 31, 2024 and 2023 are geographically distributed as shown in the following table (amounts are in thousands):

As of December 31, 2024 As of December 31, 2023

interest Royalty

interest Total stream

interests, net Stream

interest Royalty

interest Total stream

interests, net

Canada $ 417,643 $ 659,070 $ 1,076,713 $ 461,398 $ 614,900 $ 1,076,298

Dominican Republic 302,122 — 302,122 311,050 — 311,050

Africa 237,028 321 237,349 264,529 321 264,850

Chile 211,123 224,116 435,239 222,629 224,116 446,745

United States — 827,277 827,277 — 794,891 794,891

Mexico — 33,800 33,800 — 41,803 41,803

Australia — 19,265 19,265 — 21,288 21,288

Rest of world 85,254 25,785 111,039 92,010 26,639 118,649

Our reportable segments for purposes of assessing performance for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021, respectively, are shown below (amounts are in thousands):

Total $ 1,253,170 $ 1,789,634 $ 3,042,804 $ 1,351,616 $ 1,723,958 $ 3,075,574

Our reportable segments for purposes of assessing performance for the years ended December 31, 2024, 2023 and 2022, respectively, are shown below (amounts are in thousands):

Year Ended December 31, 2024

Cost of sales (1)

Production taxes

Depletion (2)

Revenue Cost of sales (1)

Production taxes Depletion (2)

Segment gross profit (3)

Stream interests

Canada $ 231,801 $ 43,262 $ — $ 43,755 $ 144,784

Dominican Republic 83,059 23,620 — 8,929 50,510

Rest of world

Africa 82,132 16,069 — 27,501 38,562

Chile 47,531 6,951 — 11,506 29,074

Rest of the world 38,771 7,612 — 11,109 20,050

Total stream interests 483,294 97,514 — 102,800 282,980

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United States $ 121,212 $ — $ 5,419 $ 22,902 $ 92,891

Rest of world

Mexico 52,842 — — 8,003 44,839

Australia 28,966 — — 2,023 26,943

Canada 18,945 — 1,203 7,502 10,240

Rest of the world 14,136 — — 855 13,281

Total royalty interests 236,101 — 6,622 41,285 188,194

Total $ 719,395 $ 97,514 $ 6,622 $ 144,085 $ 471,174

Year Ended December 31, 2023

Cost of sales (1)

Production taxes

Depletion (2)

Segment gross profit (3)

Stream interests

Dominican Republic

Rest of world

Total stream interests

Royalty interests

United States

Rest of world

Total royalty interests

Six Months Ended December 31, 2021

Cost of sales (1)

Production taxes

Depletion (2)

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

Rest of World

Africa 70,757 14,319 — 35,193 21,245

Chile 48,920 7,225 — 13,683 28,012

Rest of the world 25,395 5,016 — 11,869 8,510

Total stream interests 418,280 90,523 — 121,121 206,636

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United States $ 123,690 $ — $ 6,232 $ 28,551 $ 88,907

Rest of world

Mexico 25,754 — — 8,353 17,401

Australia 19,011 — — 831 18,180

Canada 12,712 — 1,062 5,650 6,000

Rest of the world 6,270 — — — 6,270

Total royalty interests 187,437 — 7,294 43,385 136,758

Fiscal Year Ended June 30, 2021

Cost of sales (1)

Production taxes

Depletion (2)

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 the world 18,427 3,693 — 9,759 4,975

Total stream interests 417,793 94,642 — 143,526 179,625

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United States $ 81,642 $ — $ 4,131 $ 13,966 $ 63,545

Rest of world

Mexico 52,388 — — 10,822 41,566

Canada 27,210 — 2,890 9,039 15,281

Australia 15,672 — — 1,089 14,583

Rest of the world 8,501 — — — 8,501

Total royalty interests 185,413 — 7,021 34,916 143,476

Total $ 603,206 $ 94,642 $ 7,021 $ 178,442 $ 323,101

_______________________________________________________

(1) Excludes depreciation, depletion and amortization.

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Our financial results are primarily tied to the price of gold and, to a lesser extent, the prices of silver and copper, together with the amounts of production from our production stage stream and royalty interests.

During the year ended December 31, 2023, we derived approximately 88% of our revenue from precious metals (including 76% from gold and 12% from silver), 9% from copper, and 3% from other minerals.

During the year ended December 31, 2024, we derived approximately 88% of our revenue from precious metals (including 76% from gold and

12% from silver), 9% from copper, and 3% from other minerals.

The prices 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 marketability and the price of metals are influenced by numerous factors beyond our control.

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

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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.

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, 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.

Human Capital Resources

We currently have 30 employees, 22 of whom work out of our headquarters in Denver, Colorado.

The remainder work out of our offices in Lucerne, Switzerland, Vancouver, Canada, and Toronto, Canada.

We currently have 30 employees that work out of our offices in Denver, Colorado, Lucerne, Switzerland, Vancouver, Canada, and Toronto, Canada.

Our employees are not subject to a labor contract or collective bargaining agreement.

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We have 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

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.

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.

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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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business