What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-08-12 compared with 2020-08-06 · 36 added, 86 removed, 120 unchanged (50% of the section changed)

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021.

15 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Royal Gold, Inc.

To the Shareholders and the Board of Directors of Royal Gold, Inc.

Opinion on Internal Control Over Financial Reporting

3 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2020 and 2019, the related consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended June 30, 2020, and the related notes and our report dated August 6, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2021 and 2020, 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 June 30, 2021, and the related notes, and our report dated August 12, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included in our Proxy Statement for our 2020 Annual Stockholders Meeting to be filed with the SEC within 120 days after June 30, 2020, and is incorporated by reference in this Annual Report on Form 10-K.

The information required by this item will be included in our proxy statement for our 2021 annual stockholders’ meeting to be filed with the SEC within 120 days after June 30, 2021, and is incorporated by reference into this report.

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Changes in Equity

2 unchanged sentences

Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 3, 2018, and incorporated herein by reference)

Amended and Restated Bylaws, as amended on August 28, 2014 (filed as Exhibit 3.1 to Royal Gold’s Current Report on Form 8-K on September 4, 2014, and incorporated herein by reference)

Amended and Restated Bylaws , amended as of August 9, 2021 (filed as Exhibit 3.1 to Royal Gold’s Current Report on Form 8-K on A ugust 11, 2021 , and incorporated herein by reference)

Amended and Restated Certificate of Designations of Series A Junior Participating Preferred Stock of Royal Gold, Inc.

3 unchanged sentences

Description of capital stock (filed as Exhibit 4.2 to Royal Gold’s Quarterly Report on Form 10-Q on November 7, 2019, and incorporated herein by reference)

2004 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on September 3, 2013, and incorporated herein by reference)

2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

3 unchanged sentences

1 to Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference).

Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Gold’s Amendment No.

Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Roy al Gold ’s Amendment No.

1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference).

Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on January 7, 2019, and incorporated herein by reference) .

Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Form 8-K filed on March 8, 2021, and incorporated herein by reference)

Form of Employment Agreement by and between Royal Gold, Inc.

and each of Paul Libner and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Amendment No.

and e ach of Paul Libner and Randy Shefman (filed as Exhibit 10.1 to R oyal Gold ’s Amendment No.

1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference).

1 unchanged sentence

or certain subsidiaries and the directors and executive officers thereof (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on September 4, 2014, and incorporated herein by reference)

Retirement Agreement by and between Royal Gold, Inc.

and Tony Jensen, dated January 1, 2020 (filed as Exhibit 10.2 to Royal Gold’s Amendment No.

1 to Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference)

Retirement Agreement by and between Royal Gold, Inc.

and Bruce Kirchhoff, dated January 1, 2020 (filed as Exhibit 10.3 to Royal Gold’s Amendment No.

1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference)

Form of Employment Agreement by and between Royal Gold, Inc.

and Tony Jensen (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 8, 2016, and incorporated herein by reference)

Form of Employment Agreement by and between Royal Gold, Inc.

and Bruce Kirchhoff (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on July 8, 2016, and incorporated herein by reference)

Form of First Amendment to Employment Agreement by and between Royal Gold, Inc.

and each of Tony Jensen and Bruce Kirchhoff (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on February 8, 2018, and incorporated herein by reference)

Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan in the form entered into by and between Royal Gold, Inc.

11 unchanged sentences

Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.58 to Royal Gold’s Annual Report on Form 10-K on August 10, 2017, and incorporated herein by reference)

Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.59 to Royal Gold’s Annual Report on Form 10-K on August 10, 2017, and incorporated herein by reference)

Form of Amendment to Equity Award Agreements under Royal Gold's 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on April 27, 2016, and incorporated herein by reference)

Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.57 to Royal Gold’s Annual Report on Form 10-K on August 10, 2016, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.58 to Royal Gold’s Annual Report on Form 10-K on August 10, 2016, and incorporated herein by reference)

Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.59 to Royal Gold’s Annual Report on Form 10-K on August 10, 2016, and incorporated herein by reference)

Form of Performance Share Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.60 to Royal Gold’s Annual Report on Form 10-K on August 10, 2016, and incorporated herein by reference)

Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.61 to Royal Gold’s Annual Report on Form 10-K on August 10, 2016, and incorporated herein by reference)

Form of Incentive Stock Option Agreement (Officer) under Royal Gold’s 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on September 3, 2013, and incorporated herein by reference)

Form of Restricted Stock Agreement (Officer) under Royal Gold’s 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8-K filed on September 3, 2013, and incorporated herein by reference)

Form of Performance Share Agreement (Officer) under Royal Gold’s 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K filed on September 3, 2013, and incorporated herein by reference)

Form of Stock Appreciation Rights Agreement—Stock Settled (Officer) under Royal Gold’s 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.6 to Royal Gold’s Current Report on Form 8-K filed on September 3, 2013, and incorporated herein by reference)

Royalty Agreement between Royal Gold, Inc.

and the Cortez Joint Venture dated April 1, 1999 (filed as part of Item 5 of Royal Gold’s Current Report on Form 8-K on April 12, 1999, and incorporated herein by reference)

Firm offer to purchase royalty interest of “Idaho Group” between Royal Gold, Inc.

and Idaho Group dated July 22, 1999 (filed as Attachment A to Royal Gold’s Current Report on Form 8-K on September 2, 1999, and incorporated herein by reference)

Royalty Deed and Agreement, dated effective as of April 15, 1991, between ECM, Inc.

and Royal Crescent Valley, Inc.

(filed as Exhibit 10(1) to Royal Gold’s Annual Report on Form 10-K for the year ended June 30, 1991, and incorporated herein by reference)

Form of Agreement for Assignment of Partnership Interest in Crescent Valley Partners, L.P.

(filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on January 8, 2014, and incorporated herein by reference)

Purchase and Sale Agreement for Peñasquito and Other Royalties among Minera Kennecott S.A.

DE C.V., Kennecott Exploration Company and Royal Gold, Inc., dated December 28, 2006 (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q on February 9, 2007, and incorporated herein by reference)

Contract for Assignment of Rights Granted, by Minera Kennecott, S.A.

Represented in this Agreement by Mr.

Simpson, and Minera Peñasquito, S.A.

de C.V., Represented in this Agreement by Attorney, Jose Maria Gallardo Tamayo (filed as Exhibit 10.4 to Royal Gold’s Quarterly Report on Form 10-Q on February 9, 2007, and incorporated herein by reference)

Amended and Restated Purchase and Sale Agreement by and among Royal Gold, Inc., RGLD Gold AG, Thompson Creek Metals Company Inc., and Terrane Metals Corp.

dated as of December 14, 2011 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on December 15, 2011, and incorporated herein by reference)

First Amendment to Amended and Restated Purchase and Sale Agreement by and among Royal Gold, Inc., RGLD Gold AG, Thompson Creek Metals Company Inc., and Terrane Metals Corp.

dated as of August 8, 2012 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on August 9, 2012, and incorporated herein by reference)

Second Amendment to Amended and Restated Purchase and Sale Agreement by and among Royal Gold, Inc., RGLD Gold AG, Thompson Creek Metals Company Inc., and Terrane Metals Corp.

dated as of December 11, 2014 (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q on January 29, 2015, and incorporated herein by reference).

Third Amendment to Amended and Restated Purchase and Sale Agreement, dated October 20, 2016, among RGLD Gold AG, Thompson Creek Metals Company Inc., and Royal Gold, Inc.

(filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q on November 3, 2016, and incorporated herein by reference)

Long Term Offtake Agreement, dated July 9, 2015, between Compania Minera Teck Carmen de Andacollo and RGLD Gold AG (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 5, 2015, and incorporated herein by reference)

Precious Metals Purchase and Sale Agreement, dated August 5, 2015, among RGLD Gold AG, BGC Holdings Ltd., and Barrick Gold Corporation (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 5, 2015, and incorporated herein by reference)

Intercreditor Agreement, dated October 20, 2016, among The Bank of Nova Scotia for the Senior Debt Secured Parties identified therein, RGLD Gold AG and Thompson Creek Metals Company Inc.

(filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q on November 3, 2016, and incorporated herein by reference)

Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on June 6, 2017, and incorporated herein by reference)

4 unchanged sentences

3 to Revolving Facility Credit Agreement dated as of September 20, 2019, and entered into by and among Royal Gold, Inc., RGLD Gold AG, RG Royalties, LLC, Royal Gold International Holdings, Inc., the banks and financial institutions identified therein as a “Lender,” and The Bank of Nova Scotia as Administrative Agent for the Lenders (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference)

Amendment No.

4 to Revolving Facility Credit Agreement dated as of July 7, 2021, and entered into by and among Royal Gold, Inc., RGLD Gold AG, RG Royalties, LLC, Royal Gold International Holdings, Inc., the banks and financial institutions identified therein as a “Lender,” and The Bank of Nova Scotia as Administrative Agent for the Lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference)

Royal Gold and Its Subsidiaries

4 unchanged sentences

Written Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, formatted in Inline XBRL:

(a) Consolidated Statements of Cash Flows, (b) Consolidated Statements of Operations, (c) Consolidated Statements of Comprehensive Income, (d) Consolidated Balance Sheets, and (e) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

The cover page from Royal Gold, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101)

Filed or furnished herewith.

Identifies a management contract or compensation plan or arrangement.

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text).

This exhibit has been filed separately with the U.S.

Securities and Exchange Commission pursuant to a request for confidential treatment.

FORM 10-K SUMMARY

The optional summary in Item 16 has not been included in this Form 10-K.

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16.

We have elected not to include this summary information.

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

August 12, 2021

/s/ WILLIAM H.

HEISSENBUTTEL

Heissenbuttel

/s/ William Heissenbuttel

William Heissenbuttel

President, Chief Executive Officer and Director

3 unchanged sentences

August 12, 2021

/s/ WILLIAM H.

HEISSENBUTTEL

Heissenbuttel

/s/ William Heissenbuttel

William Heissenbuttel

President, Chief Executive Officer and Director

1 unchanged sentence

August 12, 2021

/s/ Paul Libner

Chief Financial Officer and Treasurer

1 unchanged sentence

August 12, 2021

/s/ WILLIAM M.

/s/ William Hayes

William Hayes

August 12, 2021

KEVIN MCARTHUR

Kevin McArthur

/s/ Fabiana Chubbs

Fabiana Chubbs

August 12, 2021

/s/ Kevin McArthur

Kevin McArthur

August 12, 2021

/s/ CHRISTOPHER M.T.

/s/ Jamie Sokalsky

Jamie Sokalsky

August 12, 2021

/s/ RONALD J.

/s/ Ronald Vance

August 12, 2021

/s/ Sybil Veenman

Sybil Veenman

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 9A. Controls and Procedures