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Item 1A. Risk Factors

2025-02-13 compared with 2024-02-15 · 118 added, 100 removed, 196 unchanged (53% of the section changed)

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Our future performance is subject to risks and uncertainties that could have a material adverse effect on our business, results of operations, and financial condition and the trading price of our common stock.

We may be subject to other risks and uncertainties not presently known to us.

In addition, please see our note about forward-looking statements included in the MD&A.

We may be subject to other risks and uncertainties not presently known to us or that we currently deem immaterial.

In addition, please see our note about forward-looking statements included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Risks Relating to Our Business

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

Market prices for gold, silver, copper, and other metals may fluctuate widely over time and are affected by numerous factors beyond our control.

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

Market prices for gold, silver, copper, and other metals 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.

Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive the majority of our revenue from gold stream and royalty interests.

Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive most of our revenue from gold stream and royalty interests.

Under our stream agreements, we purchase metal at a fixed price or a stated percentage of the market price and then sell the metal in the open market during the term of the contract.

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 price adjustments between the operator and the smelter based on changes in metals prices 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).

A price decline could also adversely affect our revenue from certain sliding-scale royalty agreements, under which price decreases below specified thresholds result in lower royalty rates.

In addition, revenue under some of our royalty agreements is based on the operator’s concentrate sales to smelters and may be adversely affected by price adjustments based on changes in metals prices 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 revenue in future periods if metal prices decline following shipment.

Metal price declines could cause an operator to reduce, suspend, or terminate production or development at a project, which would impact our future revenue from the project.

These production or development decisions could prevent us from recovering our initial investment in the project or result in an impairment to the value of our initial investment.

Metal price declines could cause an operator to reduce, suspend, or terminate production or development at a project, which could decrease or delay our future revenue or revenue expectations from the project.

Also, many of our stream and royalty interests relate to metals that are not the primary metal produced at a project, and an operator’s production and development decisions may be influenced by changes in the price of the primary metal.

These production or development decisions could prevent us from recovering our investment in the project or result in an impairment to the value of our investment.

We own nonoperating interests in mining properties and cannot ensure properties are developed or operated in our best interests.

Our revenue is derived entirely from stream and royalty interests in properties owned and operated by third parties.

Our revenue is derived from stream and royalty interests in properties owned and operated by third parties.

In general, 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, plant and equipment matters, temporary or permanent suspension of operations, estimates of mineral resources and mineral reserves, and the marketing of products from the property.

The operators 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.

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.

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

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.

The operators of the properties in which we hold stream and royalty interests may make decisions that are adverse to our interests, and in some cases, the impact of our stream and royalty interests on operator economics may heighten the risk that operators make development or operating decisions adverse to our interests.

For example, the cost of servicing the burden of our stream or royalty interest may deter operators from seeking to replace current mineral reserves as they are consumed or identify new mineral resources.

The operators of the projects in which we hold interests 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, and whose interests may differ from, the operator in place at the time of our acquisition, any of which could adversely affect our interests.

We have limited access to the properties in which we hold stream or royalty interests and to information concerning the properties, which makes it more difficult for us to project or assess the performance of our stream and royalty interests and confirm information provided by the operators concerning the properties including mineral resources and mineral reserves, and our ability to disclose mineral resources and mineral reserves for the properties is limited by the SEC.

Our stream and royalty agreements provide us with limited access and information rights concerning the properties in which we hold stream or royalty interests.

Operators generally provide us with limited information on mine production relating to the properties that are subject to our interests.

Our access to additional property information depends upon the terms of the contracts that underlay our stream and royalty interests, which terms vary significantly among properties.

In circumstances where we do receive additional property information, we do not have access to drilling, metallurgical, permitting, development, production, operating, or other data in sufficient detail, nor do we have access to properties, sufficient to confirm disclosure from the operators, including verifying mineral resources and mineral reserves disclosed by the operators.

As a result, we generally rely on the operators’ disclosures and/or limited information provided to us by the operators for the information we use in monitoring our interests and in preparing our public disclosure.

Because we have limited information concerning the properties in which we hold stream or royalty interests, it may be difficult for us to project or assess the performance of a stream or royalty interest.

Also, we generally are unable to evaluate the accuracy, completeness, or fairness of the information provided to us, or disclosed, by operators and that we use in monitoring our interests and preparing our public disclosure.

Any actions we take based on inaccurate or incomplete information from operators could adversely affect our business, financial condition, or results of operations.

The correction of inaccurate or incomplete information from operators could also cause the price of our common stock to decline.

In addition, because of our limited access to and information regarding the properties in which we hold stream and royalty interests, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under S-K 1300 in our SEC filings.

See Item 2, Properties – Introduction – Mineral Resources and Mineral Reserves, for additional information.

While we provide fulsome disclosure of the mineral resources and mineral reserves attributable to our stream and royalty interests on our website and in other public disclosure outside of our SEC filings, the absence of disclosure of mineral resources and mineral reserves in our SEC filings may make it more difficult for investors to evaluate our business and may impair our ability to raise capital or complete transactions involving a registered offering of securities.

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

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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.

accounting charges.

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.

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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.

In addition, we could be required to decrease the carrying value of our investment, which could adversely affect our results of operations or financial condition.

We cannot ensure that any 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.

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.

Our future success depends largely on our ability to acquire additional stream or 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 affect our expected investment returns or future results of operations.

We may not be able 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.

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, changes 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.

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 may be 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.

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%), Khoemac a u (6%), and Peñasquito (3%).

A significant portion of our revenue comes from a small number of operating properties, and adverse developments at these properties could have a more significant or lasting effect on our results of operations than if our revenue were less concentrated.

Approximately 55% of our revenue for the year ended December 31, 2024, came from four properties:

Mount Milligan (26%), Pueblo Viejo (12%), Cortez (10%), and Andacollo (7%).

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.

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 effect on our results of operations than if our revenue were less concentrated.

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

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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.

These systems contain, among other information, our proprietary business information and personally identifiable information of our employees and others.

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.

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 systems, 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.

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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.

To the extent artificial intelligence and deepfake technologies capabilities improve and are increasingly adopted by threat actors, they may be used to craft increasingly sophisticated cybersecurity attacks against us or the third-party service providers upon which we are dependent.

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;

result in the misappropriation or compromise of assets or confidential information;

result in extortion or fraud;

harm our employees or counterparties;

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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.

If we are unsuccessful at retaining or attracting qualified personnel, our business could be disrupted and our reputation could be harmed, adversely affecting 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

at Mount Milligan, Pueblo Viejo, Peñasquito and Khoemac a u in response to the COVID 19 pandemic.

We face various risks related to health epidemics, pandemics, and similar outbreaks, which could adversely affect 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 adverse changes 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 at Mount Milligan and Pueblo Viejo 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.

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 adversely affect our business, results of operations, financial position, and/or the trading price of our stock.

Risks Relating to Our Stream and Royalty Interests

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We generally are not required to pay capital or operating costs on projects in which we hold stream or royalty interests.

However, our revenue and the value of our investments are indirectly subject to hazards and risks normally associated with developing and operating mining properties, including the following:

However, our revenue and the value of our investments are indirectly subject to hazards and risks normally associated with developing and operating mining properties, including the following hazards and risks faced by the operators of the properties in which we hold stream or royalty interests:

• insufficient ore reserves

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• declines in metallurgical recoveries

• inability to replace or increase mineral reserves and/or mineral resources as properties are mined

• construction or development delays

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• 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

• changes to environmental, permitting, or other legal or regulatory requirements or the enforcement of such requirements, or other adverse government or court actions

• 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

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• 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

• labor shortages, increased labor costs, labor disputes, strikes, or work stoppages, or inability to access sufficient experienced and trained personnel

• unavailability of mining, drilling, or other equipment

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• inadequate supplies of power or other raw materials

● pit wall or tailings dam failures or underground stability issues

• pit wall, tailings dam, or heap leach pad 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

• challenges managing land disturbances, reclamation requirements, tailing and waste storage, heap leach operations, release of contaminants, or other environmental incidents or damage

• failure to operate in accordance with industry standard safety practices or government regulations

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• 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

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

• 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, any of which may result in costs and other adverse effects to operators

• regulatory changes designed to reduce the effects of climate change, including regulations designed to curtail greenhouse gas emissions, which may lead to increased costs for operators

• market risks associated with the perception of 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

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• 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

The occurrence of any of these events could negatively impact operations at the properties in which we hold stream or royalty interests, which in turn could have a material adverse effect on our revenue, cash flow and financial condition.

The occurrence of any of these events could adversely affect operations at the properties in which we hold stream or royalty interests, which in turn could adversely affect our revenue, cash flow and financial condition.

Most of our revenue is derived from properties outside the United States, and risks associated with conducting business in foreign countries or other sovereign jurisdictions could adversely affect our business, results of operations, financial condition, or the trading price of our common stock.

Approximately 83% of our revenue for the year ended December 31, 2024, came from properties outside of the United States, and many of the operators of such properties are organized outside of the United States.

Our principal production stage stream and royalty interests on properties outside of the United States are located in Canada, the Dominican Republic, Mexico, Chile and Botswana.

Within the United States and other countries, indigenous people may be recognized as sovereign entities and may enforce their own laws and regulations.

Our activities and operators’ activities are subject to the risks associated with conducting business in foreign countries or other sovereign jurisdictions, including the following:

Our principal production stage stream and royalty interests on properties outside of the United States are located in Canada, the Dominican Republic, and Chile.

In the United States and other countries, indigenous people may be recognized as sovereign entities and may enforce or seek to enforce their own laws and regulations on projects within their sovereign territories.

Our activities and

operators’ activities are subject to the risks associated with conducting business in foreign countries or other sovereign jurisdictions, including the following:

• expropriation or nationalization of mining property or other government takings

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• uncertain political or economic environments, including economic downturns

● exposure to liabilities under anti-corruption, anti-money laundering, child labor or forced labor laws

• corruption, fraud, lack of transparency, or underdeveloped laws, courts, or rule of law

• exposure to liabilities or increased compliance costs under anti-corruption, anti-money laundering, child labor, or forced labor laws

• involvement in operations by state-owned or state-controlled entities

• 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

In addition, because many of our operators are organized outside of the United States, 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,

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.

Foreign operations also could be adversely affected by laws and policies of the United States relating to foreign trade, investment, and taxation.

These risks may limit or disrupt the development or operation of properties in which we hold stream and royalty interests or impair our rights or interests in these properties, which could adversely affect our results of operations or financial condition.

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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.

Further, conversion of operators’ estimates of mineral resources to mineral reserves is 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 financial condition or the value of our interests or of our common stock.

The operators of properties subject to our interests may be subject to growing environmental risks, including risks associated with climate change, which could adversely affect us, our financial condition, or the value of our interests or of our common stock.

Mining operations are subject to extensive laws and regulations governing land use and the protection of the environment.

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This could include adverse effects on operations as a result of increasing occurrences of extreme weather events, flooding, water shortages, changes in rainfall and storm patterns, changes in sea 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 reduce labor productivity, among other effects.

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 affected production over the following six months.

In 2023 and 2024, Andacollo faced drought conditions, causing water restrictions that impacted production.

These events could damage assets, adversely affect production, harm human life, halt mining operations, temporarily close supporting infrastructure or reduce labor productivity, among other effects.

Market impacts due to climate change and the transition to a low-carbon economy will be varied and complex.

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Market perceptions of the mining sector, and, in 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 include increased production

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.

Potential financial impacts may include increased production 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 climate-related litigation that impacts any of the operators of the principal properties in which we hold interests could have a negative impact on our business.

As a holder of stream and 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 operations in respect of which we hold stream and royalty agreements in order to adequately comply with regulations or meet stockholder expectations on adequate disclosure or to quantify the potential impacts of climate change on our business.

Challenges 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.

Adverse publicity or climate-related litigation that affects any of the operators of the principal properties in which we hold interests could adversely affect our business.

As a holder of stream and royalty interests, we generally will not have any influence on litigation such as this or access to non-public information concerning such litigation.

In addition, we may not have access to sufficient information on the operations in respect of which we hold stream and royalty interests in order to adequately comply with climate change regulations or meet stockholder expectations on adequate disclosure or to quantify the potential effects of climate change on our business.

Challenges relating to climate change could limit the ability of operators to access the capital markets, and such limitations could have a corresponding adverse effect on their business and operations.

Although we do not conduct mining operations on the properties in which we hold stream and royalty interests and are not legally required to contribute to environmental or other operating costs on the properties, our own governmental regulators and stockholders may nonetheless demand that we assist the operators of the properties with addressing these environmental risks.

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Further, due to expansive environmental laws, it is possible that we could become subject to environmental liabilities for historic periods during which we owned or operated properties or relative to our current ownership interests in mining claims or leases.

These liabilities could have a material adverse effect on our results of operations or financial condition.

These liabilities could adversely affect our results of operations or financial condition.

Finally, lenders may be unwilling to provide financing to the mining industry, including companies like Royal Gold that acquire stream and royalty interests in mining projects, due to such lenders’ concerns regarding market perceptions of the mining sector and lender commitments to net-zero emissions targets.

If we encounter difficulties in accessing the commercial debt market, our ability to finance new acquisitions of stream and royalty interests could be materially and 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.

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

If we encounter difficulties in accessing the commercial debt market, our ability to finance new acquisitions of stream and royalty interests could be adversely affected.

In addition, if we have to rely on issuing equity to finance transactions, our stock price could be adversely affected, and our stockholders’ ownership could be diluted.

Evolving expectations regarding ESG matters may adversely affect 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 operators of the properties in which we hold 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, enhanced compliance or disclosure obligations, or other impacts to our business.

In addition, our ESG initiatives and disclosures may subject us to other adverse impacts, including reputational damage and/or litigation.

In addition, our ESG practices and disclosures may subject us to other adverse effects, including reputational damage and/or litigation.

Financing Risks

Current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business.

As of December 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 higher interest rates could impact us as follows:

Future indebtedness or difficulties in accessing the commercial debt market could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, 2024, we had $1 billion available under our revolving credit facility, none of which was drawn.

Historically, we have used borrowings under our credit facility to finance investments and acquisitions, and we may incur indebtedness for investments, acquisitions or other purposes in future periods.

Our credit facility expires in June 2028.

In the future, we may be unable to obtain new financing or refinance indebtedness on acceptable terms or in amounts sufficient for our business objectives.

Our ability to obtain financing, our borrowing costs, and the terms of any financings depend, in part, on prevailing market conditions at the time we seek financing, which may vary based on factors such as market interest rates and ancillary fees, acceptable return targets for lenders, changes in strategy among lenders, and lenders’ willingness to provide financing to the mining industry.

Weakness in financial markets or economic conditions, or depressed market prices for gold, silver, copper, or other metals, may also increase the interest rates that lenders require us to pay or adversely affect our ability to obtain financing.

Further, financial institutions are facing increasingly rigorous regulation, including more stringent capital and leverage requirements, which may decrease their ability or willingness to lend to us in amounts and on terms comparable to our current credit facility, or at all.

Higher borrowing costs, future increases in our level of indebtedness, or difficulties in accessing the commercial debt market could adversely affect 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

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• 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

• place us at a competitive disadvantage compared to our competitors with less indebtedness or greater access to financing

• require the consent of our existing lenders to incur additional indebtedness

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These covenants could limit our ability to engage in activities that are in our long-term best interests.

Our failure to comply with these covenants would result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness.

Our credit facility expires in June 2028.

In the future, we may be unable to obtain new financing or refinancing on acceptable terms.

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

Our failure to comply with these covenants could result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness.

Defects in our stream or royalty interests or the bankruptcy or insolvency of an operator could adversely affect the value of our investments.

Despite our due diligence practices, it is possible that 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.

We often do not have the protection of security interests or similar rights that could help us sustain or 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, including intercreditor agreements with other providers of capital, may not have sufficient legal protections or a court could impose restrictions on enforcement of our 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, our results of operations and 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 Khoemac a u and certain of our royalty interests at other properties contain provisions for stream rate reductions and/or cash price increases.

For example, our stream interests at Pueblo Viejo and Andacollo, and certain of our royalty interests at other properties, contain provisions for 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

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

In addition, some of our stream and royalty interests do not cover all of the mineral reserves or mineral resources at certain 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.

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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.

Payments to us may be delayed by restrictions imposed by the operators’ lenders, financial distress and related events affecting 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.

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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.

In addition, we may be required to make retroactive revenue adjustments as a result of information that we learn through audit or access rights or otherwise from operators and other counterparties.

Changes to U.S.

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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.

If material tax law changes are enacted, our future effective tax rate, results of operations, and cash flows could be adversely affected.

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

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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.

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.

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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.

Any violations of the FCPA or other anti-corruption laws could result in significant civil or criminal penalties to us and could adversely affect our reputation.

Risks Related to Our Common Stock

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• developments relating to properties on which we hold stream or royalty interests

● interest rates and inflation rates and expectations about both

• interest 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.

Market fluctuations, regardless of cause, may adversely affect our stock price.

As a result, you could lose all or part of your investment.

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We may issue additional equity in the future in connection with acquisitions, strategic transactions, or for other purposes.

If we issue additional equity securities, our existing stockholders would be diluted and our per-share financial measures would be reduced.

If we issue additional equity securities, our existing stockholders could be diluted and our per-share financial measures could be reduced.

In addition, shares of common stock that we issue in connection with an acquisition may not be subject to resale restrictions.

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Among other things, these provisions provide for the 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

• our Board of Directors may approve the issuance of shares of common stock and preferred stock without stockholder approval, except as may be required by Nasdaq rules

• our Board of Directors may establish the rights and preferences of authorized and unissued preferred stock

• our Board of Directors is divided into three classes of directors serving staggered three-year terms

• stockholders may not call special meetings of stockholders

• stockholders must provide advance notice of stockholder proposals and related information

• vacancies and newly created directorships on the Board of Directors may be filled by affirmative vote of a majority of the directors then serving on the Board

These provisions could increase the cost of acquiring us or discourage a third party from acquiring us or removing incumbent management, which could decrease the value of your investment.

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What changed 10-K

Item 1A. Risk Factors