What changed in this filing

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Item 1. Business

2023-02-16 compared with 2021-08-12 · 115 added, 60 removed, 96 unchanged (65% of the section changed)

Change in Fiscal Year

On August 9, 2021, our board of directors approved a change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021.

As a result, this Annual Report on Form 10-K (this “Form 10-K”) includes financial information for the transition period from July 1, 2021, through December 31, 2021.

Prior to the six months ended December 31, 2021, our fiscal year ended on June 30.

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

See Item 8, Note 17 to our Consolidated Financial Statements for further information.

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

We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development stage in exchange for stream or royalty interests.

We do not conduct mining operations on the properties in which we hold stream and royalty interests and are not required to contribute to capital costs, environmental costs, or other operating costs on the properties.

We seek to acquire existing stream and royalty interests or to finance projects that are in production, development or in the exploration stage in exchange for stream or royalty interests.

We do not conduct mining operations on the properties in which we hold stream and royalty interests and are generally not required to contribute to capital costs, environmental costs, or other operating costs on the properties.

Please refer to Item 2, Properties, for a discussion of the developments at our principal properties.

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We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, our analysis of technical, financial, legal and other confidential information of particular opportunities, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.

As discussed in further detail throughout this report, some key takeaways and developments for our business since the beginning of fiscal year 2021 were as follows:

● We had record revenue of $615.9 million during fiscal year 2021, compared to $498.8 million during fiscal year 2020.

This was a 23% increase year over year.

As discussed in further detail throughout this report, some key highlights and developments for our business for the year ended December 31, 2022 were as follows:

● On December 29, 2022 we acquired two portions of a gross smelter return royalty that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $204.1 million.

The two portions of the gross smelter return royalty are comprised of 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.

These royalties are not subject to stepdowns or caps and have no applicable deductions.

● On September 9, 2022, we completed the acquisition of all the issued and outstanding shares of Great Bear Royalties Corporation for cash consideration of approximately C$199.6 million (US$151.7 million).

The sole material asset of Great Bear Royalties Corp.

is a 2.0% net smelter 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.

● On August 1, 2022, we acquired a sliding scale gross royalty from Kennecott Royalty Company, a wholly owned subsidiary of Rio Tinto European Holdings Limited, on production from an area including the Cortez mine operational area, including the Pipeline, Crossroads, Cortez Hills and Goldrush deposits, and the Fourmile development project for cash consideration of $525 million.

Based on information available, the royalty would not cover the existing Robertson deposits.

At gold prices above $900 per ounce, the sliding scale gross royalty is an effective 1.2% gross royalty and is not subject to any stepdowns or caps.

● On March 14, 2022, we made our final advance payment toward the Khoemac a u option stream which increased our right to receive payable silver produced from Khoemac a u from 93% to 100%.

● We had revenue of $603.2 million for the year ended December 31, 2022, compared to $653.6 million for the comparable prior year period.

This was an 8% decrease period over period.

● We generated $417.3 million of net operating cash flow for the year ended December 31, 2022, compared to $461.9 million for the comparable prior year period.

This was a 9.7% decrease period over period.

● At December 31, 2022, we had $575 million outstanding under our $1.0 billion revolving credit facility and had cash and equivalents of $119 million.

● We increased our calendar year dividend to $1.50 per basic share, which is paid in quarterly installments throughout calendar year 2023.

This represents a 7% increase compared with the dividend paid during calendar year 2022.

● On September 30, 2020, we announced we had entered into an agreement with Kinross Gold Corporation to sell our interest in the Manh Choh Project (formerly known as the Peak Gold Project) and our common share position in Contango Ore, Inc., our partner in Peak Gold, LLC, the owner of the Manh Choh Project.

Consideration received for the sale of these interests included cash of $61.3 million and certain net smelter return royalties.

● On October 1, 2020, we announced the separation of the Wassa and Prestea and Bogoso gold stream agreement into separate stream agreements effective September 30, 2020.

For more information, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

● On January 6, 2021, we made the sixth advance payment of $32.6 million toward the Khoemac a u Project silver stream.

With this payment, we have completed the total $212 million advance payment required to earn the base silver stream of 80% of payable silver from Khoemac a u until the delivery of 32.0 million ounces, and 40% thereafter.

A seventh advance payment of $10.6 million was made toward the option silver stream on April 7, 2021, and as of that date, we hold the right to purchase 84% of the payable silver from Khoemac a u until the delivery of approximately 33.6 million ounces of silver, and 42% thereafter.

● On June 7, 2021, we acquired a 1.0% net smelter return royalty on production from mining claims that comprise a portion of the Côté Gold open pit project located in Ontario, Canada from a third-party for $75 million in cash consideration.

● On June 30, 2021, we announced we had entered into a precious metals purchase agreement with Ero Gold Corp, a wholly-owned subsidiary of Ero Copper Corp.

(together “Ero”), to acquire a gold stream interest in their NX Gold mine in Brazil for $100 million in cash consideration, with further payments of up to $10 million in cash depending on defined success-based targets.

This transaction closed on August 6, 2021.

● On August 9, 2021, our board of directors approved a change in our fiscal year end from June 30 to December 31 effective as of December 31, 2021.

As a result, we expect to file a Transitional Report on Form 10-KT in early 2022 for the six-month stub period from July 1, 2021, to December 31, 2021.

● On August 11, 2021, we acquired a 1.0% net smelter return royalty covering approximately 5,100 hectares which include the currently known mineralization and prospective exploration areas of the Red Chris Mine in British Columbia, Canada.

We paid $165 million in cash consideration for the royalty to Glencore Canada Corporation, a wholly owned subsidiary of Glencore International AG.

The Red Chris Mine is an operating open pit mine producing gold, copper and silver, and is located on the northern edge of the Skeena Mountains.

● Throughout fiscal year 2021, several of our operating counterparties instituted temporary operational curtailments due to the ongoing COVID-19 pandemic.

In addition, the pandemic and resulting economic and societal impacts have made it difficult for operators to forecast expected production amounts and, at times, operators have had to withdraw or revise previously disclosed guidance.

For the most part, our results of operations and financial condition were not materially impacted by these measures.

However, the effects of the pandemic will ultimately depend on many factors that are outside of our control, including the severity and duration of the pandemic, including the emergence of variant strains of the virus, government and operator actions in response to the pandemic, and the development, availability, and public acceptance of effective treatments and vaccines.

As a result, we are currently unable to predict the nature or extent of any future impact on our results of operations and financial condition.

We continue to monitor the impact of developments associated with the pandemic on stream and royalty interests as part of our regular asset impairment analysis.

Certain Definitions

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We refer to Canadian dollars as C$.

Development stage property .

A property that has mineral reserves disclosed but no material extraction.

Exploration stage property:

A property that has no mineral reserves disclosed.

Gold equivalent ounces (GEOs):

GEOs are calculated as Royal Gold’s revenue divided by the average gold price for the period.

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

Gross smelter return (GSR) royalty:

A defined percentage of the gross revenue from a resource extraction operation, less, if applicable, certain contract-defined costs paid by or charged to the operator.

A defined percentage of the gross revenue from a mineral resource extraction operation, less, if applicable, certain contract-defined costs paid by or charged to the operator.

Indicated mineral resource:

That part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.

The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

Inferred mineral resource:

That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.

The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.

Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

The London Bullion Market Association PM fixing prices in U.S.

dollars for gold and daily fixing prices in U.S.

dollars for silver.

The London Metals Exchange settlement price for copper and other metals, as applicable.

Measured mineral resource:

That part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling.

The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in Subpart 1300 of Regulation S-K (“SK1300”), in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit.

Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

Metal stream:

A purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.

Mineral reserve:

An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.

More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Mineral resource:

A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.

A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

It is not merely an inventory of all mineralization drilled or sampled.

Mineralized material:

That part of a mineral system that has potential economic significance, but is not included in the proven and probable reserve estimates until further drilling and metallurgical work is completed, and until other economic and technical feasibility factors based on such work have been resolved.

A term used for reporting historically that refers to that part of a mineral system that has potential economic significance but is not included in the proven and probable reserve estimates until further drilling and metallurgical work is completed, and until other economic and technical feasibility factors based on such work have been resolved.

Net smelter return (NSR) royalty:

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A defined percentage of the gross revenue from a resource extraction operation less certain contract-defined costs.

Probable reserves:

Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced.

The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Proven reserves:

Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling, and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well established.

Probable mineral reserve:

The economically mineable part of an indicated and, in some cases, a measured mineral resource.

Production stage property .

A property with material extraction of mineral reserves.

Proven mineral reserve:

The economically mineable part of a measured mineral resource that can only result from conversion of a measured mineral resource.

Payable metal:

Ounces or pounds of metal in concentrate after deduction of a percentage of metal in concentrate by a third-party smelter pursuant to smelting contracts.

That part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination.

The right to receive a percentage or other denomination of mineral production from a mining operation.

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Our Operational Information

We manage our business under two segments:

We manage our business under two reportable segments:

● Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.

As of June 30, 2021, we owned eight stream interests, which are on six producing properties and two development stage properties.

Our stream interests accounted for approximately 69% and 72% of our total revenue for each of the fiscal years ended June 30, 2021, and 2020, respectively.

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

● Acquisition and Management of Royalty Interests —Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any.

As of June 30, 2021, we owned royalty interests on 35 producing properties, 15 development stage properties and 129 exploration stage properties, of which we consider 50 to be evaluation stage projects.

We use “evaluation stage” to describe exploration stage properties that contain mineralized material and on which

operators are engaged in the search for reserves.

Royalties accounted for approximately 31% and 28% of our total revenue for each of the fiscal years ended June 30, 2021, and 2020, respectively.

As of December 31, 2022, we owned nine stream interests, which are on eight production stage properties and one development stage property.

Stream interests accounted for 69%, 66%, 69%, and 72% of our total revenue for the year ended December 31, 2022, six months ended December 31, 2021, and fiscal years ended June 30, 2021 and 2020, respectively.

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

● Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.

As of December 31, 2022, we owned royalty interests on 32 production stage properties, 18 development stage properties and 123 exploration stage properties, of which we consider 52 to be evaluation stage projects.

We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for reserves.

Royalty interests accounted for 31%, 34%, 31%, and 28% of our total revenue for the year ended December 31, 2022, six months ended December 31, 2021, and fiscal years ended June 30, 2021 and 2020, respectively.

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

As of June 30, 2021

As of June 30, 2020

As of December 31, 2022

As of December 31, 2021

interests, net

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Rest of world

Our reportable segments for purposes of assessing performance for our fiscal years ended June 30, 2021, and 2020 are shown below (amounts are in thousands):

Our reportable segments for purposes of assessing performance for the year ended December 31, 2022, six months ended December 31, 2021, and fiscal years ended June 30, 2021 and 2020, respectfully, are shown below (amounts are in thousands):

Year Ended December 31, 2022

Cost of sales (1)

Production taxes

Depletion (2)

Segment gross profit (3)

Stream interests

Dominican Republic

Rest of world

Total stream interests

Royalty interests

United States

Rest of world

Total royalty interests

Six Months Ended December 31, 2021

Cost of sales (1)

Production taxes

Depletion (2)

Segment gross profit (3)

Stream interests

Dominican Republic

Rest of world

Total stream interests

Royalty interests

United States

Rest of world

Total royalty interests

Fiscal Year Ended June 30, 2021

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(3) Refer to Note 15 of our notes to consolidated financial statements for a reconciliation of total segment gross profit to consolidated income before income taxes.

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

During the fiscal year ended June 30, 2021, we derived approximately 84% of our revenue from precious metals (including 74% from gold and 10% from silver), 12% from copper, and 4% from other minerals.

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

During the year ended December 31, 2022, we derived approximately 84% of our revenue from precious metals (including 73% from gold and 11% from silver), 12% from copper, and 4% from other minerals.

The prices of gold, silver, copper, and other metals have fluctuated widely in recent years.

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We compete with other stream and royalty companies, mine operators, and financial buyers in efforts to acquire existing stream and royalty interests.

We also compete with the lenders, investors, and streaming and royalty companies providing financing to operators of mineral properties in our efforts to create new stream and royalty interests.

We also compete with lenders, equity investors, and stream and royalty companies providing financing to operators of mineral properties in our efforts to create new stream and royalty interests.

Our competitors may be larger than we are and may have greater resources and access to capital than we have.

Key competitive factors in the stream and royalty acquisition and financing business include the ability to identify and evaluate potential opportunities, transaction structure and consideration, and access to capital.

Operators of the mines that are subject to our stream and royalty interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, the Dominican Republic, Ghana, Mexico, Botswana, Australia and other countries where we hold interests.

Although we, as a stream or royalty interest owner, are not

responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

Operators of the mines that are subject to our stream and royalty interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, the Dominican Republic, Mexico, Botswana and other countries where we hold interests.

Although we, as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

Human Capital Resources

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

Human Capital Management Strategy

The continued growth and success of our business depends on our people, and our people are our most important resource.

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Our human capital management strategy is built on attracting the best talent and developing and retaining talent.

We have benefited from a very low voluntary turnover rate, with many of the current staff still with the company after 10 years of employment.

Diversity and Inclusion

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We seek to identify potential future candidates for employment and membership on our Board using a wide range of criteria that, depending on the position, may include diversity, experience in the mining industry, integrity, perspective, broad business judgment and leadership skills, personal qualities and reputation in the business community, and relevant technical, management, political, legal, governance, finance and other experience.

We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard age, race, sex, gender identity or characteristics, color, religion, national origin, disability, sexual orientation, marital status, military status, pregnancy, genetic information, or any other status protected by state or local law.

We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, sex, gender identity or characteristics, color, religion, national origin, disability, sexual orientation, marital status, military status, pregnancy, genetic information, or any other status protected by state or local law.

We are committed to providing equal opportunities for promotion, compensation, training and development to all qualified individuals.

We maintain a Diversity Policy that outlines our values, commitment to a diverse Board, management team and workforce, and procedures for carrying out the policy.

We maintain a Diversity & Inclusion Policy that outlines our values, commitment to a diverse and inclusive Board and workforce and procedures for carrying out the policy.

Among other things, when identifying new director candidates, the Compensation, Nominating and Governance Committee of our Board of Directors will require that the initial list of candidates, whether generated internally or by a third-party search firm, include qualified diverse candidates

of gender, as well as racial and ethnic, diversity.

Candidates for new hire employee positions, including senior management, will be recruited and considered in similar fashion.

We are committed to the wellbeing of all our employees.

We promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices.

For each of the past five years, we have recorded a total recordable injury frequency rate of zero for our employees.

For each of the past six years, we have recorded a total recordable injury frequency rate of zero for our employees.

We maintain a People Policy that outlines our approach to maintaining safe work conditions for our employees.

In response to the continued effects of the COVID-19 pandemic, we put in place initiatives to support our team in maintaining a healthy work-life balance at all our offices, including a hybrid in-office work schedule.

We are committed to respecting human rights in the jurisdictions where we operate and affirm our commitment to comply with all applicable laws concerning human rights through our Human Rights Policy.

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Many of our operators also actively and positively impact the communities where they mine.

We encourage their efforts and often make our own financial contributions in support of their programs.

We encourage their sustainability initiatives and other efforts and often make our own financial contributions in support of their programs.

Local Community Support

We also believe in giving back at home, supporting the communities where we live and work.

We also believe in supporting the communities where we live and work.

Our annual charitable giving is administered by a committee of employees that selects donation targets and recipients in our local communities.

We are proud to partner with leading charities in Denver, Luzern, Toronto, and Vancouver that are actively responding to community needs with respect to medical supplies, homelessness, food security, elder care, and education.

We are proud to partner with leading charities in Denver, Lucerne, Toronto, and Vancouver that are actively responding to community needs with respect to medical supplies, homelessness, food security, elder care, and education.

We file periodic and current reports, proxy statements, and other information with the SEC.

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

What changed 10-K

Item 1. Business