What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-15 · 330 added, 306 removed, 509 unchanged (56% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 42 )

Bookmark not defined.

CONSOLIDATED BALANCE SHEETS

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We have audited the accompanying consolidated balance sheets of Royal Gold, Inc.

(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 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the 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.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

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Impairment Assessment of Stream and Royalty 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

that the carrying amounts of the asset or group of assets may not be recoverable (“triggering events”).

Description of the Matter At December 31, 2024, the Company’s stream and royalty interest balance totaled $3 billion.

As more fully described in Note 2 to the consolidated financial statements, the Company evaluates its stream and royalty interests for impairment whenever events or changes in circumstances indicate 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.

The factors considered include, among others, significant changes in estimates of forecasted gold, silver and copper 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 assumptions that include, among others, assumptions about forecasted gold, silver and copper 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.

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.

Specifically, we compared forecasted gold, silver and copper prices to available market information, and we corroborated reserve information to available operator or publicly available information.

We 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 reputation of the third-party operators.

Further, we evaluated the reason for changes to estimated proven and probable reserves declarations of operators

/s/ Ernst & Young LLP

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(In thousands, except share data)

2024 December 31,

Cash and equivalents $ 195,498 $ 104,167

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Stream and royalty interests, net (Note 4) 3,042,804 3,075,574

Other assets 74,039 118,057

Total assets $ 3,392,130 $ 3,361,057

Accounts payable $ 10,578 $ 11,441

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Deferred tax liabilities 132,308 134,299

Mount Milligan deferred liability (Note 7) 25,000 —

Other liabilities 18,465 7,728

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Non-controlling interests 12,249 12,424

Total equity 3,131,206 2,900,641

Total liabilities and equity $ 3,392,130 $ 3,361,057

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(In thousands, except share data)

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Revenue (Note 8) $ 719,395 $ 605,717 $ 603,206

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Production taxes 6,622 7,294 7,021

Exploration costs

Depreciation, depletion and amortization 144,426 164,937 178,935

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Total costs and expenses 289,496 302,515 319,497

Gain on sale of Peak Gold JV interest

Operating income 429,899 303,202 283,709

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Income before income taxes 426,092 282,140 272,868

Income tax expense

Income tax expense (Note 11) ( 93,613 ) ( 42,008 ) ( 32,926 )

Net income and comprehensive income 332,479 240,132 239,942

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Royal Gold Stockholders

Common Shares

Non-controlling

Balance at June 30, 2020

Stock-based compensation and related share issuances

Sale of Peak Gold JV interest

Distributions to non-controlling interests

Dividends declared

Balance at June 30, 2021

Common Shares Additional

Capital Accumulated

Earnings Non-controlling

Interests Total

Shares Amount

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 )

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Distributions to non-controlling interests — — — — ( 644 ) ( 644 )

Net income — — — 239,440 692 240,132

Dividends declared — — — ( 100,232 ) — ( 100,232 )

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Distributions to non-controlling interests — — — — ( 631 ) ( 631 )

Net income — — — 332,023 456 332,479

Dividends declared — — — ( 108,556 ) — ( 108,556 )

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(In thousands)

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Cash flows from operating activities:

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Depreciation, depletion and amortization 144,426 164,937 178,935

Gain on sale of Peak Gold JV interest

Non-cash employee stock compensation expense 11,892 9,696 8,411

Fair value changes in equity securities 66 147 1,503

Deferred tax (benefit) expense

Deferred tax expense (benefit) 8,354 ( 6,469 ) ( 19,836 )

Impairment of royalty interests — — 4,287

Other 945 779 979

Changes in assets and liabilities:

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Income tax payable 7,620 ( 508 ) ( 3,005 )

Uncertain tax positions

Mount Milligan deferred liability 25,000 — —

Other liabilities 12,892 2,912 4,343

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Acquisition of stream and royalty interests ( 102,564 ) ( 2,678 ) ( 922,155 )

Khoemac a u subordinated debt facility

Proceeds from sale of Peak Gold JV interest

Proceeds from sale of Contango shares

Proceeds from sale of equity securities

Proceeds from Khoemac a u debt facility

Other ( 116 ) ( 151 ) ( 721 )

Net cash used in investing activities $ ( 77,680 ) $ ( 2,829 ) $ ( 922,876 )

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Common stock dividends ( 105,237 ) ( 98,567 ) ( 91,925 )

Other ( 635 ) ( 2,432 ) ( 1,062 )

Net cash (used in) provided by financing activities $ ( 360,492 ) $ ( 427,382 ) $ 480,566

Net decrease in cash and equivalents

Net increase (decrease) in cash and equivalents 91,331 ( 14,419 ) ( 24,965 )

Cash and equivalents at beginning of period 104,167 118,586 143,551

Cash and equivalents at end of period $ 195,498 $ 104,167 $ 118,586

_____________________________________________

See Note 12 for supplemental cash flow information.

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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

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

reserves, are not depleted.

Exploration stage mineral properties, where there are no proven and probable reserves, are not depleted.

At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, and there is no production, the mineral property becomes a development stage mineral property.

Exploration costs are expensed when incurred.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Asset Impairment

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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 year ended June 30, 2021.

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.

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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 10 days and three months (depending on the frequency of deliveries under the respective stream agreement and our sales activity in effect at the time) commencing shortly after receipt and purchase of the metal.

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 (typically depending on the frequency of deliveries under the respective stream agreement and our sales activity 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.

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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

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.

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 spot price near the date of metal delivery.

Production Taxes

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Production taxes are not income taxes and are included within the costs and expenses section in our consolidated statements of operations and comprehensive income.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

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Diluted earnings per share is computed by dividing net income available to common stockholders by the diluted weighted average number of common shares outstanding during each period.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.

Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recent Accounting Pronouncements

In December 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topics 740):

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 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 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will only impact our disclosures with no impacts to our financial condition or results of operations.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

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ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

ACQUISITIONS AND DISPOSITIONS

Acquisition of Additional Royalty Interests on Cortez Complex

On December 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 Mines LLC (“NGM”), a joint venture between Barrick Gold Corporation (“Barrick”) 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 Pipeline and Crossroads deposits and a 0.45 % gross royalty that covers areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits.

The Idaho Royalty is life of mine, not subject to any stepdowns or caps, and has no applicable deductions.

The purchase price was funded with our available revolving credit facility (Note 5) and cash on hand.

The acquisition has been accounted for as an asset acquisition and the $ 204.1 million cash consideration, plus direct acquisition costs, have been recorded and allocated between production and exploration stage royalty interests (Note 4) within Stream and royalty interests, net on 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 production stage portion of the Idaho Royalty is depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by NGM.

Acquisition of Great Bear Royalties Corp.

On September 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 2.0 % 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 subsidiary of Kinross Gold Corporation (“Kinross”).

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 adoption of this ASU only affects our disclosures and has no impacts to our financial condition or results from operations.

Acquisition of Cactus Project Royalty

On December 31, 2024, RG Royalties, LLC, a wholly-owned subsidiary of Royal Gold, acquired two royalties for cash consideration of $ 55 million that constitute an aggregate 2.5 % net smelter return ("NSR") royalty (the “Cactus Royalty”) on the Cactus Project from a private seller.

The Cactus Project is being developed by Arizona Sonoran Copper Company Inc.

(“ASCU”), and is located in Arizona.

The Cactus Royalty covers the Cactus East and Cactus West deposits as well as portions of the Parks/Salyer deposit and is subject to a right in favor of ASCU, until July 10, 2025, to buy back 0.5 % of the aggregate 2.5 % royalty for $ 7 million.

The Cactus Royalty acquisition has been accounted for as an asset acquisition.

The $ 55 million cash consideration, plus direct acquisition costs, have been recorded as a development stage royalty interest within Stream and royalty interests, net on our consolidated balance sheets.

The purchase price was funded with available cash on hand.

As part of the acquisition and in exchange for information and access to the project provided by Kinross, we granted an option (“Buyback Option”) to Kinross to purchase a 25 % interest in the Great Bear Royalty ( 0.5 % of the 2.0 % royalty rate) for an amount equal to 25 % of the Acquisition Price, adjusted for inflation, at any time from the transaction closing date until the earlier of a construction decision for the Great Bear Project and 10 years after the transaction closing date.

The fair value of the Buyback Option on the transaction date using a Black-Scholes model was $ 2.1 million.

ROYAL 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 not be subsequently remeasured until the Buyback Option is either exercised or it expires.

The Great Bear Royalty is the sole material asset of GBR and represents substantially all the fair value of GBR’s gross assets.

As a result, the GBR acquisition has been accounted for as an asset acquisition and the fair values of the GBR assets acquired are shown below:

(in thousands)

Purchase Price

Royalty interests in mineral property (Great Bear royalty)

Total allocated purchase price

The $ 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 the 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 and allocated between production and exploration stage royalty interests (Note 4) within Stream and royalty interests, net on 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 production stage Rio Tinto Royalty is depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by NGM.

The royalty became payable during the quarter ended September 30, 2022, after cumulative production of 15 million gold equivalent ounces from the Cortez Complex from a starting date of January 1, 2008.

The royalty is payable within forty-five days after the end of each calendar quarter.

Lawyers Royalty Acquisition

On March 24, 2022, we acquired a 0.5 % net smelter returns royalty (“NSR”) on production from the Lawyers Project, currently operated by Benchmark Metals Inc., which is located in British Columbia, Canada.

As part of this transaction, we also acquired a right of first offer (“ROFO”) for an existing 2.0 % NSR royalty over the Ranch Project owned by Thesis Gold, Inc.

that is located adjacent to the Lawyers Project.

We paid $ 8.0 million in cash consideration for the royalty and ROFO to Guardsmen Resources Inc.

The Lawyers Project acquisition has been accounted for as an asset acquisition.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 8.0 million cash consideration, plus direct acquisition costs, have been recorded as an exploration stage royalty interest (Note 4) within Stream and royalty interests, net on our consolidated balance sheets.

Khoemac a u Silver Stream

On February 23, 2022, we made an advance payment of $ 10.0 million toward the option stream which increased our right to receive payable silver produced from Khoemac a u from 90 % to 93 %, and on March 14, 2022, we made our final advance payment of $ 16.5 million toward the option stream which increased our right to receive payable silver produced from 93 % to 100 %.

Cumulative advance payments of $ 265 million, plus direct acquisition costs, have been recorded as a production stage stream interest within Stream and royalty interests, net on our consolidated balance sheets.

As of December 31, 2023, $ 25.0 million of the subordinated debt facility, and $ 10.7 million of accrued interest remains outstanding on the Khoemac a u subordinated debt facility, and these amounts are included in Other assets in our consolidated balance sheets.

Acquisition of Back River Royalties

On June 26, 2024, International Royalty Corporation, a wholly-owned subsidiary of Royal Gold, acquired a 0.7 % NSR royalty (the "Hill Royalty") that declines by 50 % after $ 5 million Canadian dollars in royalty revenue is received, and a 26.25 % interest in a 5 % gross smelter return royalty (the "KM Royalty") that is payable after approximately 780,000 ounces have been produced on the Back River Gold Project ("Back River") for aggregate cash consideration of $ 51 million.

Payments for the Hill Royalty are deductible from the KM Royalty.

Back River is operated by B2Gold Corporation and is located in Western Nunavut, Canada.

The Back River royalties have been accounted for as an asset acquisition and the $ 51 million cash consideration, plus direct transaction costs, have been allocated to development ($ 42 million) and exploration ($ 9 million) stage royalty interests within Stream and royalty interests, net on our consolidated balance sheets.

The purchase price was funded with available cash on hand.

ROYAL GOLD, INC.

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As of December 31, 2024 (Amounts in thousands):

Accumulated Depletion

Cost Accumulated Depletion Net

Production stage stream interests:

Mount Milligan $ 790,635 $ ( 462,412 ) $ 328,223

Total production stage stream interests

Pueblo Viejo 610,404 ( 308,283 ) 302,121

Andacollo 388,182 ( 177,059 ) 211,123

265,911 ( 58,043 ) 207,868

Rainy River 175,727 ( 86,307 ) 89,420

Other 241,830 ( 154,245 ) 87,585

Total production stage stream interests 2,472,689 ( 1,246,349 ) 1,226,340

Production stage royalty interests:

Cortez (Legacy Zone and CC Zone) 353,850 ( 81,845 ) 272,005

Voisey's Bay 205,724 ( 124,526 ) 81,198

Red Chris 116,187 ( 5,966 ) 110,221

Peñasquito 99,172 ( 65,372 ) 33,800

Other 519,491 ( 418,648 ) 100,843

Total production stage royalty interests 1,294,424 ( 696,357 ) 598,067

Total production stage stream and royalty interests 3,767,113 ( 1,942,706 ) 1,824,407

( 1,798,620 )

Development stage stream interests:

Ilovica 12,038 — 12,038

Development stage royalty interests:

Cactus 55,128 — 55,128

Back River 42,948 — 42,948

La Fortuna 35,140 — 35,140

Other 21,133 — 21,133

Total development stage stream and royalty interests 166,387 — 166,387

Exploration stage stream interests:

Xavantina 14,792 — 14,792

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 115,438 — 115,438

Total exploration stage stream and royalty interests 1,052,010 — 1,052,010

Total stream and royalty interests, net $ 4,985,510 $ ( 1,942,706 ) $ 3,042,804

( 1,798,620 )

ROYAL GOLD, INC.

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As of December 31, 2023 (Amounts in thousands):

Accumulated Depletion

Cost Accumulated Depletion Net

Production stage stream interests:

Mount Milligan $ 790,635 $ ( 430,106 ) $ 360,529

Total production stage stream interests

Pueblo Viejo 610,404 ( 299,354 ) 311,050

Andacollo 388,182 ( 165,553 ) 222,629

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

( 1,634,113 )

Development stage stream interests:

Ilovica 12,038 — 12,038

Development stage royalty interests:

Côté 45,421 — 45,421

La Fortuna 35,140 — 35,140

Other 45,992 — 45,992

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

Total exploration stage royalty interests

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

( 1,634,113 )

In accordance with our impairment accounting policy discussed in Note 2, impairment in the carrying value of each stream and royalty interest is measured and recorded to the extent that the carrying value in each stream and royalty interest exceeds its estimated fair value, which is generally calculated using estimated future discounted cash-flows.

During the quarter ended December 31, 2022, an indicator 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 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.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There were no impairment charges on any of our stream and royalty interests for the year ended December 31, 2023.

The Company’s debt for the years ended December 31, 2023 and 2022, consists of the following:

As of December 31, 2023

As of December 31, 2022

Debt Issuance Costs

(Amounts in thousands)

The Company’s debt for the years ended December 31, 2024 and 2023, consists of the following (amounts in thousands):

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

Principal Debt Issuance Costs (1)

Total Principal Debt Issuance Costs Total

Revolving credit facility $ — $ — $ — $ 250,000 $ ( 4,033 ) $ 245,967

Total debt $ — $ — $ — $ 250,000 $ ( 4,033 ) $ 245,967

_______________________________________________

(1) Debt issuance costs of $ 3.1 million are included within Other assets on our consolidated balance sheets.

Revolving Credit Facility

On March 6, June 6, September 6, and December 6, 2023, we repaid $ 75 million, $ 100 million, $ 75 million, and $ 75 million, respectively, on our revolving credit facility.

During the year ended December 31, 2024, we repaid the remaining $ 250 million of outstanding borrowings on our revolving credit facility, making the entire $ 1 billion revolving credit facility available as of December 31, 2024.

On June 28, 2023, we entered into a fifth amendment to our revolving credit facility dated as of 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”) as a benchmark interest rate and made certain other administrative changes to the existing revolving credit facility.

As of December 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 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 year ended June 30, 2021 was approximately $ 28.4 million, $ 10.0 million, $ 1.4 million and $ 3.3 million, respectively, and included interest on the outstanding borrowings and the amortization of the debt issuance costs.

Interest expense recognized on the revolving credit facility for the years ended December 31, 2024, 2023, and 2022 was approximately $ 6.3 million, $ 28.4 million, and $ 10.0 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, 2024.

Royal Gold may repay any borrowings under the revolving credit facility at any time without premium or penalty.

We may repay any borrowings under our revolving credit facility at any time without premium or penalty.

Our significant lease arrangements relate to our office spaces.

2 unchanged sentences

The following amounts were recorded in the consolidated balance sheets at December 31, 2024 (amounts in thousands):

Classification

December 31, 2023

Classification December 31, 2024

Operating Leases

Right-of-use assets - current

Prepaid expenses and other

Right-of-use assets - non-current

Right-of-use assets - current Prepaid expenses and other $ 855

Right-of-use assets - non-current Other assets 3,463

Total right-of-use assets $ 4,318

Lease liabilities - current

Other current liabilities

Lease liabilities - non-current

Other long-term liabilities

Lease liabilities - current Other current liabilities $ 965

Lease liabilities - non-current Other long-term liabilities 4,003

Total operating lease liabilities $ 4,968

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Operating Leases

Thereafter 371

Total lease payments $ 5,320

Less imputed interest ( 352 )

Total $ 4,968

Other information pertaining to leases consists of the following:

4 unchanged sentences

We did not have any finance leases as of December 31, 2024.

MOUNT MILLIGAN DEFERRED LIABILITY

On February 13, 2024, RGLD Gold AG, a subsidiary of the Company, entered into a Processing Cost Support Agreement (the "Mount Milligan Cost Support Agreement") with Centerra Gold Inc.

("Centerra") with respect to the Mount Milligan Mine ("Mount Milligan") for cash consideration of $ 24.5 million, 50,000 ounces ("Deferred Gold Consideration") of gold to be delivered in the future and a free cash flow interest.

The cost support allowed for the extension of the mine from 2032 to 2035 and the potential to extend the mine life beyond 2035.

The value of the cash consideration and free cash flow interest received from Centerra is recorded as a deferred liability in our consolidated balance sheets as of December 31, 2024.

This amount will be amortized as we provide future cost support to Centerra under the Mount Milligan Cost Support Agreement on a units of production basis over the Mount Milligan mine life beginning with the first cost support payment made after the First Threshold (defined below) is met.

The key features of the Mount Milligan Cost Support Agreement are discussed below.

Deferred Gold Consideration

The Deferred Gold Consideration will be delivered in equal installments of 2,500 ounces for a period of 20 quarters commencing on the earlier of June 30, 2030, or the delivery of 375,000 ounces of gold or 30,000 tonnes of copper from metal deliveries referenced by the Mount Milligan Cost Support Agreement with a bill of lading date on or after January 1, 2024.

As part of the Deferred Gold Consideration, we are entitled to receive three tranches of 11,111 ounces each (the "Greenstone Deliveries"), with the last delivery expected before year end 2027.

Each of the Greenstone Deliveries received shall reduce the number of ounces in any remaining Deferred Gold Consideration delivery on a pro-rata basis.

The Deferred Gold Consideration deliveries require no cash payment from the Company, and will be made irrespective of the operating status of Mount Milligan as long as we comply with the terms of the Mount Milligan Cost Support Agreement and existing stream agreement.

Each of the Greenstone Deliveries will be delivered to Royal Gold within 30 days of such delivery to Centerra.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

When the Deferred Gold Consideration is received and subsequently sold, we anticipate the value of the gold ounces sold will be recorded as a deferred liability and amortized on a units of production basis over the mine life of Mount Milligan as we provide future cost support.

Metal deliveries referenced in the Mount Milligan Cost Support Agreement are those with a bill of lading date on or after January 1, 2024 (the "Reference Date").

Delivery thresholds used to define the periods of cost support are the earlier deliveries of:

375,000 ounces of gold or 30,000 tonnes of copper from the Reference Date (the “First Threshold”).

665,000 ounces of gold or 60,000 tonnes of copper from the Reference Date (the “Second Threshold”).

Near-Term Cost Support Through Approximately 2029

At Centerra’s request, in the event that both the gold price is at or below $ 1,600 per ounce and the copper price is at or below $ 3.50 per pound, for each delivery under the existing Mount Milligan stream agreement, we will pay the lower of either $ 415 per ounce of gold, or 66 % of the spot gold price less $ 435 per ounce, and 35 % of the spot copper price for each pound of copper delivered (the “Pre-Threshold Support”).

This near-term cost support will be made available from the Reference Date through to the First Threshold, which is expected to be through approximately 2029.

Any Pre-Threshold Support we provide will be recoverable from any cost support calculated after the First Threshold at metal prices above $ 1,600 per ounce of gold and $ 3.50 per pound of copper.

For gold, any cost support payment will be reduced by the difference between the gold price and $ 1,600 per ounce.

For copper, any cost support payment will be reduced by the difference between the copper price and $ 3.50 per pound.

Cost Support from Approximately 2030 Through Approximately 2035

We will provide Centerra cost support payments from the First Threshold until the Second Threshold as follows:

With respect to gold, the lower of either $ 415 per ounce, or 50 % of the spot gold price less $ 435 per ounce, for each ounce of gold delivered under the existing Mount Milligan stream agreement.

With respect to copper, 35 % of the spot copper price for each pound of copper delivered under the existing Mount Milligan stream agreement.

Cost Support After Approximately 2036

We will provide Centerra cost support payments after the Second Threshold as follows:

With respect to gold, the lower of either $ 615 per ounce, or 66 % of the spot gold price less $ 435 per ounce, for each ounce of gold delivered under the existing Mount Milligan stream agreement.

With respect to copper, 51 % of the spot copper price, for each pound of copper delivered.

Suspension of Cost Support

Our obligation to make long-term cost support payments will be suspended if (and for so long as) Centerra discloses reserve tonnage which, when combined with mining depletion from the Reference Date to the date of such disclosure, is less than the current reserves expected to be processed through to 2035.

Suspension of cost support payments will not impact the Deferred Gold Consideration and free cash flow interest, and the cash consideration is not refundable as long as we comply with the terms of the Mount Milligan Cost Support Agreement and the existing stream agreement.

Nothing in the Mount Milligan Cost Support Agreement modifies the existing stream agreement, including the payment of $ 435 for each gold ounce delivered and 15 % of the spot price for each pound of copper delivered.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue Recognition

7 unchanged sentences

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.

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 (typically 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.

1 unchanged sentence

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.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Royalty Interests

2 unchanged sentences

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.

In all of our most significant 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.

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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.

Royalty revenue and the attributable metal production that was estimated for the period was not material.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Disaggregation of Revenue

3 unchanged sentences

Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Stream revenue:

Gold $ 367,492 $ 307,797 $ 308,302

Silver 66,812 64,851 50,591

Copper 48,990 45,632 58,900

Total stream revenue $ 483,294 $ 418,280 $ 417,793

Royalty revenue:

Gold 176,888 $ 154,327 $ 131,014

Silver 18,702 8,554 13,690

Copper 17,776 11,792 15,019

Other 22,735 12,764 25,690

Total royalty revenue $ 236,101 $ 187,437 $ 185,413

Total revenue $ 719,395 $ 605,717 $ 603,206

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):

Six Months Ended

Fiscal Year Ended

Metal(s) December 31,

2024 December 31,

2023 December 31,

Stream revenue:

Mount Milligan

Gold & Copper

Gold & Silver

Mount Milligan Gold & Copper $ 186,039 $ 158,167 $ 180,543

Pueblo Viejo Gold & Silver 83,059 76,247 85,863

Andacollo Gold 47,531 48,920 47,347

Other Gold & Silver 166,665 134,946 104,040

Total stream revenue $ 483,294 $ 418,280 $ 417,793

Royalty revenue:

Cortez Legacy Zone

Cortez CC Zone

Gold, Silver, Lead & Zinc

Cortez Legacy Zone Gold $ 58,183 $ 79,920 $ 47,769

Cortez CC Zone Gold 11,611 14,626 2,790

Other Various 166,307 92,891 134,854

Total royalty revenue $ 236,101 $ 187,437 $ 185,413

4 unchanged sentences

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.

The 2015 LTIP provides for the grant of stock options, unrestricted stock, restricted stock, dividend

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

equivalent rights, SSARs and cash awards.

Any of these awards may, but need not, be made as performance incentives.

1 unchanged sentence

We recognized stock-based compensation expense as follows (amounts in thousands):

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Restricted stock $ 7,049 $ 6,191 $ 4,515

8 unchanged sentences

Stock option and SSARs awards have 10 -year contractual terms.

There were no stock

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-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-Merton (“Black-Scholes”) option pricing model for all periods presented.

The Black-Scholes model requires key assumptions to determine fair value.

Those key assumptions for the fiscal year June 30, 2021 grant is noted in the following tables:

Stock Options

Six Months Ended

Fiscal Year Ended

Weighted-average expected volatility

Weighted-average expected life in years

Weighted-average dividend yield

Weighted-average risk-free interest rate

Six Months Ended

Fiscal Year Ended

Weighted-average expected volatility

Weighted-average expected life in years

Weighted-average dividend yield

Weighted-average risk-free interest rate

Our expected volatility is based on the historical volatility of our stock over the expected option term.

Our expected option term is determined by historical exercise patterns along with other known employee or company information at the time of grant.

The risk-free interest rate is based on the zero-coupon U.S.

Treasury bond at the time of grant with a term approximate to the expected option term.

There were no stock options or SSARs awards granted during the years ended December 31, 2024, 2023, and 2022.

Stock Options

A summary of stock option activity for the year ended December 31, 2024, is presented below.

Shares Weighted-

Price Weighted-

Life (Years) Aggregate

Intrinsic Value

1 unchanged sentence

Outstanding at January 1, 2024 11,344 $ 86.80

Exercised ( 3,283 ) $ 79.36

Forfeited — $ —

Granted — $ —

Outstanding at December 31, 2024 8,061 $ 89.83 2.8 $ 350

Exercisable at December 31, 2024 8,061 $ 89.83 2.8 $ 350

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-average grant date fair value of options granted during the fiscal year ended June 30, 2021 was $ 41.92 .

The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was

The total intrinsic value of options exercised during the years ended December 31, 2024, and 2023, and 2022 was $ 0.2 million, $ 0.5 million and $ 0.2 million, respectively.

As of December 31, 2024, there was no unrecognized stock-based compensation expense related to unvested stock options.

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 year ended June 30, 2021.

As of December 31, 2023, there was no unrecognized stock-based compensation expense related to unvested stock options.

A summary of SSARs activity for the year ended December 31, 2024, is presented below:

Shares Weighted-

Price Weighted-

Life (Years) Aggregate

Intrinsic Value

1 unchanged sentence

Outstanding at January 1, 2024 157,279 $ 113.03

Exercised ( 28,893 ) $ 86.21

Forfeited — $ —

Granted — $ —

Outstanding at December 31, 2024 128,386 $ 119.06 4.6 $ 2,083

Exercisable at December 31, 2024 128,386 $ 119.06 4.6 $ 2,083

There were no SSARs granted during the years ended December 31, 2023 and 2022 or the six months ended December 31, 2021.

The weighted-average grant date fair value of SSARs granted during the fiscal year ended June 30, 2021 was $ 40.92 .

The total intrinsic value of SSARs exercised during the years ended December 31, 2023 and 2022, and fiscal year ended June 30, 2021 was $ 0.7 million, $ 0.2 million and $ 0.1 million, respectively.

There were no SSARs exercised during the six months ended December 31, 2021.

The total intrinsic value of SSARs exercised during the years ended December 31, 2024, 2023 and 2022 was $ 1.4 million, $ 0.7 million and $ 0.2 million, respectively.

As of December 31, 2024, there was no unrecognized stock-based compensation expense related to unvested SSARs.

1 unchanged sentence

Performance Shares

During the years ended December 31, 2023 and 2022 and the six months ended December 31, 2021, officers and certain employees were granted shares 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”).

During the years ended December 31, 2024, 2023 and 2022, officers and certain employees were granted shares of restricted common stock that may vest based on our total shareholder return (“TSR”) compared to the TSRs of certain defined peer companies.

The Granted TSRs may vest by linear interpolation in a range between zero shares if neither threshold TSR metric is met;

1 unchanged sentence

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.

The Granted TSRs will expire in three years from the date of grant if the TSR market condition and a three-year service condition are not 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 upon the achievement of certain pre-defined performance measures.

Specifically, for performance shares granted during the fiscal year ended June 30, 2021, one-half of the shares awarded may vest upon our achievement of annual growth in Net Gold Equivalent Ounces (“Net GEOs”) (“GEO Shares”).

The second half of performance shares granted during the fiscal year ended June 30, 2021 may vest based on our TSR compared to the TSRs of all members of the GDX (“Prior TSR Shares”).

The second half of performance shares granted during the fiscal year ended June 30, 2021 may vest based on our TSR compared to the TSRs of all members of the VanEck Gold Miners ETF (“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;

1 unchanged sentence

to 200 % of the Net GEO and Prior TSR Shares 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

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-year service condition are not met.

We measured the fair value of the GEO Shares based upon the market price of our common stock as of the date of grant.

The 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.

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.

The GEO Shares will expire in five years from the date of grant if the 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-year service condition are not met.

We measured the grant date fair value of the Granted TSRs and Prior TSR Shares using a Monte Carlo valuation model.

1 unchanged sentence

Total stock-based compensation expense of the TSR awards is amortized on a straight-line basis over the requisite service period, or three years .

Stock-based compensation expense for the TSR awards is recognized provided the requisite service period is rendered, regardless of when, if ever, the TSR market condition is satisfied.

We will reverse previously recognized stock-based compensation expense attributable to the TSR awards only if the requisite service period is not met.

We measured the fair value of the GEO Shares based upon the market price of our common stock as of the date of grant.

The 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.

GEO Shares granted in August 2020 remain outstanding as of December 31, 2024 and the Company will continue to measure these awards for vesting until each awards expiration or performance attainment, whichever date is first.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the status of our unvested Performance Shares at maximum ( 200 %) attainment for the year ended December 31, 2024, is presented below:

Shares Weighted-

Outstanding at January 1, 2024 216,191 $ 135.11

Granted 93,840 $ 99.75

Exercised ( 30,290 ) $ 123.35

Non-attainment ( 56,303 ) $ 124.69

Forfeited ( 1,980 ) $ 148.89

Outstanding at December 31, 2024 221,458 $ 124.26

3 unchanged sentences

During the year ended December 31, 2024, officers and certain employees were granted 57,330 shares of Restricted Stock.

Restricted Stock 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-year holding period from the date of grant with one-third of the shares vesting in years three, four and five, respectively.

Restricted Stock granted to officers and certain employees during the years ended December 31, 2024, 2023 and 2022, vest ratably over three years from the date of grant.

Also, our non-executive directors were granted 8,520 shares of Restricted Stock during the year ended December 31, 2024.

The non-executive directors’ shares of Restricted Stock vest 50 % immediately and 50 % one year after the date of grant.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We measure the fair value of the Restricted Stock based upon the market price of our common stock as of the date of grant.

2 unchanged sentences

A summary of the status of our unvested Restricted Stock for the year ended December 31, 2024, is presented below:

Shares Weighted-

Outstanding at January 1, 2024 136,113 $ 118.84

Granted 65,850 $ 105.65

Vested ( 51,110 ) $ 121.05

Forfeited ( 4,907 ) $ 118.53

Outstanding at December 31, 2024 145,946 $ 112.13

5 unchanged sentences

Our unexercised stock options, unexercised SSARs and unvested performance stock do not contain rights to dividends.

Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an amount allocated to participating securities.

Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

amount allocated to participating securities.

Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings per common share.

The following table summarizes the effects of dilutive securities on diluted EPS for the period (amounts in thousands, except share data):

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Net income attributable to Royal Gold common stockholders $ 332,023 $ 239,440 $ 238,982

2 unchanged sentences

Weighted-average shares for diluted EPS 65,776,834 65,739,110 65,661,748

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Basic EPS $ 5.04 $ 3.64 $ 3.64

Diluted EPS $ 5.04 $ 3.63 $ 3.63

For financial reporting purposes, Income before income taxes includes the following components (amounts in thousands):

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

United States $ 127,366 $ 64,105 $ 86,321

Foreign 298,726 218,035 186,547

$ 426,092 $ 282,140 $ 272,868

Our Income tax expense consisted of (amounts in thousands):

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Federal $ 51,643 $ 24,046 $ 29,228

State 715 ( 68 ) 467

Foreign 32,901 24,499 23,067

$ 85,259 $ 48,477 $ 52,762

Deferred and others:

Federal $ ( 92 ) $ ( 763 ) $ ( 957 )

State ( 2 ) ( 14 ) ( 18 )

Foreign 8,448 ( 5,692 ) ( 18,861 )

$ 8,354 $ ( 6,469 ) $ ( 19,836 )

Total income tax expense $ 93,613 $ 42,008 $ 32,926

The provision for income taxes for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income (net of non-controlling interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences (amounts in thousands):

Six Months Ended

Fiscal Year Ended

The provision for income taxes for the years ended December 31, 2024, 2023, and 2022 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income (net of non-

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

controlling interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences (amounts in thousands):

2024 December 31,

2023 December 31,

Total expense computed by applying federal rates $ 89,480 $ 59,249 $ 57,303

1 unchanged sentence

Excess depletion ( 2,473 ) ( 2,259 ) ( 1,907 )

Estimates for uncertain tax positions

Statutory tax attributable to non-controlling interest ( 195 ) ( 224 ) ( 363 )

4 unchanged sentences

Valuation allowance 3,842 ( 6,030 ) ( 15,877 )

Other 1,819 1,746 1,099

Total income tax expense $ 93,613 $ 42,008 $ 32,926

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 effective tax rate for the year ended December 31, 2024, was 22 % which included a $ 13.0 million U.S.

GILTI income tax expense related to the consideration from the Mount Milligan Cost Support Agreement.

The effective tax rates for the years ended December 31, 2023 and 2022, were 14.9 % and 12.1 %, respectively, which included income tax benefits attributable to the release of a valuation allowance on certain foreign deferred tax assets.

The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities on December 31, 2024 and 2023 are as follows (amounts in thousands):

2024 December 31,

Deferred tax assets:

3 unchanged sentences

Amortizable tax goodwill 37,672 46,821

Other 6,487 5,044

Total deferred tax assets 91,759 94,251

4 unchanged sentences

Unrealized foreign exchange gains ( 582 ) ( 582 )

Other ( 1,179 ) ( 97 )

Total deferred tax liabilities ( 125,243 ) ( 123,222 )

3 unchanged sentences

As of December 31, 2024 and 2023, we recorded a valuation allowance of $ 44.7 million and $ 40.8 million, respectively.

The valuation allowance remaining at December 31, 2023 is attributable to US foreign tax credits of $ 35.8 million and capital losses of $ 1.9 million and other 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 carryforwards.

The majority of the tax loss carryforwards are in jurisdictions that allow a twenty-year carry-forward period.

As a result, these losses do not begin to expire until the 2038 tax year, and the Company anticipates the losses will be fully utilized.

The valuation allowance remaining at December 31, 2024 is attributable to US foreign tax credits of

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 39.7 million and capital losses of $ 1.9 million, net operating losses of $ 2.2 million, and other tax attribute carryforwards of $ 0.9 million in non-US subsidiaries.

As of December 31, 2024 and 2023, we had $ 5.9 million and $ 4.7 million of net operating loss carryforwards offset by a valuation allowance of $ 2.2 million and $ 1.7 million, respectively.

The majority of the tax loss carryforwards are in jurisdictions that allow a twenty-year carry-forward period.

These losses do not begin to expire until the 2038 tax year, and the Company anticipates utilizing $ 3.7 million of the net operating loss carryforwards as of December 31, 2024.

As of December 31, 2024 and 2023, we had zero unrecognized tax 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 (amounts in thousands):

Six Months Ended

Fiscal Year Ended

Total gross unrecognized tax benefits at beginning of year

Additions / Reductions for tax positions of current year

Additions / Reductions for tax positions of prior years

Reductions due to settlements with taxing authorities

Total amount of gross unrecognized tax benefits at end of year

We file income tax returns in the U.S.

4 unchanged sentences

Our continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of our income tax expense.

For the years ended December 31, 2023 and 2022, and the six months ended December 31, 2021, the amount of accrued income-tax-related interest and penalties was zero .

For the fiscal year ended June 30, 2021, the accrued income-tax-related interest and penalties was $ 0.3 million.

The gross unrecognized tax benefits reflected in the tabular reconciliation do not include interest and penalties.

For the years ended December 31, 2024, 2023, and 2022, we had zero accrued income-tax-related interest and penalties.

SUPPLEMENTAL CASH FLOW INFORMATION

Our supplemental cash flow information 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 (amounts in thousands):

Six Months Ended

Fiscal Year Ended

Our supplemental cash flow information for the years ended December 31, 2024, 2023, and 2022 is as follows (amounts in thousands):

2024 December 31,

2023 December 31,

Cash paid during the period for:

Interest $ 6,593 $ 28,054 $ 7,218

Income taxes, net of refunds $ 72,108 $ 50,303 $ 54,804

9 unchanged sentences

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets;

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

3 unchanged sentences

As of December 31, 2024, we had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, intangible assets and other long-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.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

MAJOR SOURCES OF REVENUE

Operators that contributed greater than 10% of our total revenue for the years ended December 31, 2023 and 2022, the six months ended December 31, 2021, and the fiscal year ended June 30, 2021 were as follows (revenue amounts in thousands):

Six Months Ended

Fiscal Year Ended

Percentage of total revenue

Operators that contributed greater than 10% of our total revenue for the years ended December 31, 2024, 2023, and 2022 were as follows (revenue amounts in thousands):

2024 December 31,

2023 December 31,

Operator Revenue Percentage of total

revenue Revenue Percentage of total

Centerra $ 186,039 25.9 % $ 158,167 26.1 % $ 180,543 30.0 %

Barrick 84,961 11.8 % 75,259 12.4 % 140,421 23.3 %

Nevada Gold Mines 79,473 11.0 % 101,870 16.8 % 57,730 9.6 %

1 unchanged sentence

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.

Our President and Chief Executive Officer serves as our Chief Operating Decision Maker ("CODM") and is responsible for reviewing segment performance and making decisions regarding resource allocation.

In addition to revenue, our CODM regularly reviews cost of sales, production taxes and depletion for each of our reportable segments.

Royal Gold’s long-lived assets (stream and royalty interests, net) as of December 31, 2024 and 2023 are geographically distributed as shown in the following table (amounts in thousands):

As of December 31, 2023

As of December 31, 2022

interests, net

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

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 are shown below (amounts 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

1 unchanged sentence

Royalty interests 236,101 — 6,622 41,285 188,194

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

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2023

Cost of sales (1)

Production taxes

Depletion (2)

Segment gross profit

Stream interests

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

1 unchanged sentence

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

1 unchanged sentence

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

(2) Depletion amounts are included within Depreciation, depletion and amortization on our consolidated statements of operations and comprehensive income

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):

Six Months Ended

Fiscal Year Ended

2024 December 31,

2023 December 31,

Total segment gross profit $ 471,174 $ 343,394 $ 323,101

1 unchanged sentence

General and administrative expenses 40,934 39,761 34,612

Exploration costs

Depreciation and amortization 341 431 493

Impairment of royalty interests — — 4,287

Total costs and expenses

Gain on sale of Peak Gold JV interest

Operating income 429,899 303,202 283,709

3 unchanged sentences

Income before income taxes $ 426,092 $ 282,140 $ 272,868

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):

Six Months Ended

Fiscal Year Ended

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our revenue by reportable segment for the years ended December 31, 2024, 2023, and 2022 is geographically distributed as shown in the following table (amounts in thousands):

2024 December 31,

2023 December 31,

Stream interests:

Canada $ 231,801 $ 196,961 $ 212,369

Dominican Republic 83,059 76,247 85,863

Africa 82,132 70,757 53,787

Chile 47,531 48,920 47,347

Rest of world 38,771 25,395 18,427

2 unchanged sentences

United States $ 121,212 $ 123,690 $ 81,642

Mexico 52,842 25,754 52,388

Australia 28,966 19,011 15,672

Canada 18,945 12,712 27,210

Rest of world 14,136 6,270 8,501

1 unchanged sentence

Total revenue $ 719,395 $ 605,717 $ 603,206

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 December 31, 2024, our conditional funding schedule of $ 163.75 million, as part of the Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions.

SUBSEQUENT EVENTS

On February 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 the Mount Milligan Mine (“Mount Milligan”) for cash consideration of $ 24.5 million, 50,000 ounces of gold to be delivered in the future and a free cash flow interest.

The cost support to Centerra is expected to allow 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 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data