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ROYAL GOLD INC - Quarter Report: 2022 September (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to        

Commission File Number: 001-13357

Royal Gold, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

    

84-0835164

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation)

Identification No.)

1144 15th Street, Suite 2500

Denver, Colorado

80202

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (303) 573-1660

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

    

Trading Symbol

    

Name of the Exchange on which Registered

Common Stock, $0.01 par value

RGLD

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes      No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer  

Smaller reporting company 

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No 

There were 65,643,710 shares of Royal Gold common stock outstanding as of October 27, 2022.

Table of Contents

In this Quarterly Report on Form 10-Q, Royal Gold, Inc., together with its subsidiaries, is collectively referred to as “Royal Gold,” “we,” “us,” or “our.”

INDEX

    

    

PAGE

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets

3

Consolidated Statements of Operations and Comprehensive Income

4

Consolidated Statements of Changes in Stockholders’ Equity

5

Consolidated Statements of Cash Flows

6

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

32

Item 4.

Controls and Procedures

32

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

33

Item 6.

Exhibits

34

SIGNATURES

35

2

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ITEM 1.     FINANCIAL STATEMENTS

ROYAL GOLD, INC.

Consolidated Balance Sheets

(Unaudited, amounts in thousands except share data)

    

September 30, 

    

December 31,

    

2022

    

2021

ASSETS

Cash and equivalents

$

122,238

$

143,551

Royalty receivables

28,476

54,088

Income tax receivable

15,056

4,915

Stream inventory

13,691

11,607

Prepaid expenses and other

2,322

1,835

Total current assets

181,783

215,996

Stream and royalty interests, net (Note 3)

3,084,380

2,443,752

Other assets

110,630

97,284

Total assets

$

3,376,793

$

2,757,032

LIABILITIES

Accounts payable

$

7,332

$

6,475

Dividends payable

22,985

22,966

Income tax payable

21,716

19,070

Other current liabilities

12,443

12,917

Total current liabilities

64,476

61,428

Debt (Note 5)

446,327

Deferred tax liabilities

140,197

87,705

Other liabilities

5,854

6,688

Total liabilities

656,854

155,821

Commitments and contingencies (Note 12)

EQUITY

Preferred stock, $.01 par value, 10,000,000 shares authorized; and 0 shares issued

Common stock, $.01 par value, 200,000,000 shares authorized; and 65,592,597 and 65,564,364 shares outstanding, respectively

656

656

Additional paid-in capital

2,211,353

2,206,159

Accumulated earnings

495,570

381,929

Total Royal Gold stockholders’ equity

2,707,579

2,588,744

Non-controlling interests

12,360

12,467

Total equity

2,719,939

2,601,211

Total liabilities and equity

$

3,376,793

$

2,757,032

The accompanying notes are an integral part of these consolidated financial statements.

3

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ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited, amounts in thousands except share data)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

Revenue (Note 6)

$

131,429

$

174,431

440,226

$

485,047

Costs and expenses

Cost of sales (excludes depreciation, depletion and amortization)

23,221

27,230

69,670

73,367

General and administrative

7,554

7,129

25,797

21,272

Production taxes

1,119

2,054

4,765

6,042

Depreciation, depletion and amortization

37,761

50,611

129,739

139,935

Total costs and expenses

69,655

87,024

229,971

240,616

Operating income

61,774

87,407

210,255

244,431

Fair value changes in equity securities

356

176

(1,221)

4,035

Interest and other income

3,571

819

5,665

2,227

Interest and other expense

(8,814)

(1,908)

(11,110)

(4,873)

Income before income taxes

56,887

86,494

203,589

245,820

Income tax expense

(10,954)

(16,028)

(20,347)

(39,242)

Net income and comprehensive income

45,933

70,466

183,242

206,578

Net income and comprehensive income attributable to non-controlling interests

(141)

(290)

(633)

(699)

Net income and comprehensive income attributable to Royal Gold common stockholders

$

45,792

$

70,176

$

182,609

$

205,879

Net income per share attributable to Royal Gold common stockholders:

Basic earnings per share

$

0.70

$

1.07

$

2.78

$

3.14

Basic weighted average shares outstanding

65,579,834

65,556,608

65,571,737

65,552,586

Diluted earnings per share

$

0.70

$

1.07

$

2.78

$

3.13

Diluted weighted average shares outstanding

65,660,152

65,627,845

65,661,197

65,628,827

Cash dividends declared per common share

$

0.35

$

0.30

$

1.05

$

0.90

The accompanying notes are an integral part of these consolidated financial statements.

4

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ROYAL GOLD, INC.

Consolidated Statements of Changes in Stockholders’ Equity

Three months ended September 30, 2022, and 2021

(unaudited, amounts in thousands except share data)

Royal Gold Stockholders

Additional

Common Shares

Paid-In

Accumulated

Non-controlling

Total

Shares

Amount

Capital

Earnings

Interests

Equity

Balance at June 30, 2022

 

65,569,687

$

656

 

$

2,210,809

$

472,764

$

12,429

$

2,696,658

Stock-based compensation and related share issuances

 

22,910

 

 

 

544

 

 

 

544

Distributions to non-controlling interests

 

 

 

 

 

(210)

 

(210)

Net income and comprehensive income

 

 

 

 

45,792

 

141

 

45,933

Dividends declared

 

 

 

 

 

(22,986)

 

 

(22,986)

Balance at September 30, 2022

 

65,592,597

$

656

 

$

2,211,353

$

495,570

$

12,360

$

2,719,939

Royal Gold Stockholders

Additional

Common Shares

Paid-In

Accumulated

Non-controlling

Total

Shares

Amount

Capital

Earnings

Interests

Equity

Balance at June 30, 2021

 

65,551,061

$

656

 

$

2,203,863

$

286,249

$

12,647

$

2,503,415

Stock-based compensation and related share issuances

 

12,741

 

 

 

594

 

 

 

594

Distributions to non-controlling interests

 

 

 

 

 

(271)

 

(271)

Net income and comprehensive income

 

 

 

 

 

70,176

 

290

 

70,466

Dividends declared

 

 

 

 

 

(19,691)

 

 

(19,691)

Balance at September 30, 2021

 

65,563,802

$

656

 

$

2,204,457

$

336,734

$

12,666

$

2,554,513

ROYAL GOLD, INC.

Consolidated Statements of Changes in Stockholders’ Equity

Nine Months ended September 30, 2022, and 2021

(unaudited, amounts in thousands except share data)

Royal Gold Stockholders

Additional

Common Shares

Paid-In

Accumulated

Non-controlling

Total

Shares

Amount

Capital

Earnings

Interests

Equity

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

 

 

 

5,194

 

 

 

5,194

Distributions to non-controlling interests

 

 

 

 

 

(740)

 

(740)

Net income and comprehensive income

 

 

 

 

 

182,609

 

633

 

183,242

Dividends declared

 

 

 

 

 

(68,968)

 

 

(68,968)

Balance at September 30, 2022

 

65,592,597

$

656

 

$

2,211,353

$

495,570

$

12,360

$

2,719,939

Royal Gold Stockholders

Additional

Common Shares

Paid-In

Accumulated

Non-controlling

Total

Shares

Amount

Capital

Earnings

Interests

Equity

Balance at December 31, 2020

 

65,548,415

$

656

 

$

2,201,076

$

189,910

$

13,037

$

2,404,679

Stock-based compensation and related share issuances

 

15,387

 

 

 

3,381

 

 

 

3,381

Distributions to non-controlling interests

 

 

 

 

 

(1,070)

 

(1,070)

Net income and comprehensive income

 

 

 

 

 

205,879

 

699

 

206,578

Dividends declared

 

 

 

 

 

(59,055)

 

 

(59,055)

Balance at September 30, 2021

 

65,563,802

$

656

 

$

2,204,457

$

336,734

$

12,666

$

2,554,513

The accompanying notes are an integral part of these consolidated financial statements.

5

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ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)

Nine Months Ended

September 30, 

September 30, 

    

2022

    

2021

Cash flows from operating activities:

Net income and comprehensive income

$

183,242

$

206,578

Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:

Depreciation, depletion and amortization

129,739

139,935

Non-cash employee stock compensation expense

6,632

4,340

Fair value changes in equity securities

1,221

(4,035)

Deferred tax (benefit) expense

(17,757)

8,465

Other

734

1,418

Changes in assets and liabilities:

Royalty receivables

25,612

(8,643)

Stream inventory

(2,083)

1,678

Income tax receivable

(10,141)

4,858

Prepaid expenses and other assets

(3,073)

(1,608)

Accounts payable

857

2,859

Income tax payable

2,646

615

Uncertain tax positions

(12,378)

Other liabilities

(1,310)

(1,111)

Net cash provided by operating activities

$

316,319

$

342,971

Cash flows from investing activities:

Acquisition of stream and royalty interests

(715,829)

(384,315)

Khoemacau subordinated debt facility

(25,000)

Proceeds from sale of equity securities

8,651

Other

(676)

(910)

Net cash used in investing activities

$

(716,505)

$

(401,574)

Cash flows from financing activities:

Repayment of debt

(50,000)

(200,000)

Borrowings from revolving credit facility

500,000

100,000

Net payments from issuance of common stock

(1,438)

(959)

Common stock dividends

(68,938)

(59,046)

Other

(751)

(3,043)

Net cash provided by (used in) financing activities

$

378,873

$

(163,048)

Net decrease in cash and equivalents

(21,313)

(221,651)

Cash and equivalents at beginning of period

143,551

381,859

Cash and equivalents at end of period

$

122,238

$

160,208

The accompanying notes are an integral part of these consolidated financial statements.

6

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1.    OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS

Royal Gold Inc., together with its subsidiaries (“Royal Gold,” the “Company,” “we,” “us,” or “our”), is engaged in the business of acquiring and managing precious metals 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. 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. Royalties are non-operating interests in a mining project that provide the right to revenue or metals produced from the project after deducting contractually specified costs, if any.

Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in this Form 10-Q. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2022. These interim unaudited consolidated financial statements should be read in conjunction with our Transition Report on Form 10-K for the six months ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022 (“Transition Report”).

Recent Accounting Standards

We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these unaudited consolidated financial statements and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.

2.    ACQUISITIONS

Acquisition of Great Bear Royalties Corporation

On September 9, 2022, we completed the previously announced acquisition of all of the issued and outstanding shares of Great Bear Royalties Corporation (“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 and will be registered on title to the relevant claims. Royalty payments will be made quarterly with applicable standard deductions. 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 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 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:

7

Table of Contents

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands)

Purchase Price

$

151,679

Cash

315

Other assets

293

Royalty interests in mineral property (Great Bear royalty)

151,071

Total allocated purchase price

$

151,679

The $151.1 million allocated fair value of the Great Bear Royalty, plus $2.3 million of direct transaction costs and deferred tax of $53.6 million have been capitalized with the Great Bear Royalty 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 Additional Royalty Interest on Cortez Complex

On August 2, 2022, we acquired a sliding scale gross royalty (“Cortez Complex Royalty”) on production from an area including the Cortez mine operational area and the Fourmile development project (the “Cortez Complex”) for cash consideration of $525 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 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 Cortez Complex Royalty is an effective 1.2% gross royalty on the Cortez Complex and is not subject to any stepdowns or caps.  Deductions from the Cortez Complex 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 3) within Stream and royalty interests, net on our consolidated balance sheets. On the date of acquisition, approximately $199 million and $326 million was allocated to production stage and exploration stage royalty interests, respectively. The acquisition cost of the production stage Cortez Complex Royalty will be depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by NGM.

The royalty is payable after cumulative production from the Cortez Complex of 15 million gold equivalent ounces from January 1, 2008 onwards. During the quarter ended September 30, 2022, the production threshold was reached and approximately 3,300 ounces of gold production was attributable to the royalty. We expect all production from the Cortez Complex in the fourth quarter of 2022 to be subject to the royalty. 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. The $8.0 million cash consideration, plus direct acquisition costs, have been recorded as an exploration stage royalty interest (Note 3) within Stream and royalty interests, net on our consolidated balance sheets.

Khoemacau 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 Khoemacau 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%

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

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 September 30, 2022, $25.0 million of the subordinated debt facility, and $4.4 million of accrued interest remains outstanding on the Khoemacau subordinated debt facility, and these amounts are included in Other assets in our consolidated balance sheets. Refer to our Transition Report for further details on the Khoemacau silver stream acquisition and subordinated debt facility.

3.    STREAM AND ROYALTY INTERESTS, NET

The following tables summarize our stream and royalty interests, net as of September 30, 2022 and December 31, 2021.

As of September 30, 2022 (Amounts in thousands):

    

Cost

    

Accumulated Depletion

    

Net

Production stage stream interests:

Mount Milligan

$

790,635

$

(379,708)

$

410,927

Pueblo Viejo

610,404

(281,730)

328,674

Andacollo

388,182

(149,586)

238,596

Khoemacau

265,911

(11,621)

254,290

Rainy River

175,727

(58,328)

117,399

Wassa

146,475

(93,474)

53,001

Other

69,100

(11,200)

57,900

Total production stage stream interests

2,446,434

(985,647)

1,460,787

Production stage royalty interests:

Cortez

280,219

(28,352)

251,867

Voisey's Bay

205,724

(117,228)

88,496

Red Chris

116,187

(1,797)

114,390

Peñasquito

99,172

(56,529)

42,643

Other

447,246

(395,641)

51,605

Total production stage royalty interests

1,148,548

(599,547)

549,001

Total production stage stream and royalty interests

3,594,982

(1,585,194)

2,009,788

Development stage stream interests:

Other

12,038

12,038

Development stage royalty interests:

Côté

45,421

45,421

Other

73,233

73,233

Total development stage stream and royalty interests

130,692

130,692

Exploration stage stream interests:

NX Gold

34,253

34,253

Exploration stage royalty interests:

Cortez

325,654

325,654

Great Bear

206,965

206,965

Pascua-Lama

177,690

177,690

Red Chris

48,895

48,895

Côté

29,610

29,610

Other

120,833

120,833

Total exploration stage stream and royalty interests

943,900

943,900

Total stream and royalty interests, net

$

4,669,574

$

(1,585,194)

$

3,084,380

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

As of December 31, 2021 (Amounts in thousands):

    

Cost

    

Accumulated Depletion

Net

Production stage stream interests:

Mount Milligan

$

790,635

$

(336,921)

$

453,714

Pueblo Viejo

610,405

(260,321)

350,084

Andacollo

388,182

(139,035)

249,147

Khoemacau

239,411

(3,402)

236,009

Rainy River

175,727

(50,115)

125,612

Wassa

146,475

(84,915)

61,560

Other

69,101

(4,193)

64,908

Total production stage stream interests

2,419,936

(878,902)

1,541,034

Production stage royalty interests:

Voisey's Bay

205,724

(113,602)

92,122

Red Chris

116,187

116,187

Peñasquito

99,172

(53,022)

46,150

Cortez

80,681

(23,225)

57,456

Other

447,799

(387,364)

60,435

Total production stage royalty interests

949,563

(577,213)

372,350

Total production stage stream and royalty interests

3,369,499

(1,456,115)

1,913,384

Development stage stream interests:

Other

12,037

12,037

Development stage royalty interests:

Côté

45,421

45,421

Other

54,755

54,755

Total development stage stream and royalty interests

112,213

112,213

Exploration stage stream interests:

NX Gold

30,974

30,974

Exploration stage royalty interests:

Pascua-Lama

177,690

177,690

Red Chris

48,895

48,895

Côté

29,610

29,610

Other

130,986

130,986

Total exploration stage royalty interests

418,155

418,155

Total stream and royalty interests, net

$

3,899,867

$

(1,456,115)

$

2,443,752

Mount Milligan

On October 4, 2022, Centerra Gold, Inc. (“Centerra”) announced the highlights of an updated life of mine plan for Mount Milligan which provided, among other things, a four-year extension of the mine life to 2033 and increases to the proven and probable reserves. As a result of the increase in proven and probable reserves, the gold and copper depletion rates on our Mount Milligan stream decreased to $416 per ounce of gold and $1.06 per pound of copper as of September 30, 2022 from $703 per ounce of gold and $1.53 per pound of copper. Centerra reported that it expects to file a new technical report detailing the life of mine plan within 45 days of October 4, 2022.

4.  MARKETABLE EQUITY SECURITIES

As of September 30, 2022, our marketable equity securities include warrants to purchase up to 19,640,000 common shares of TriStar Gold Inc, 250,000 common shares of Goldon Resources Ltd. and 1,242,500 common shares of Mountain Boy Minerals Ltd. The common shares of Goldon Resources Ltd. and Mountain Boy Minerals Ltd. were acquired as part of the GBR acquisition. Our marketable equity securities are measured at fair value (Note 11) each reporting period with any changes in fair value recognized in net income.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

The fair value of our marketable equity securities increased $0.4 million for the three months ended September 30, 2022, and decreased $1.2 million for nine months ended September 30, 2022, and increased $0.2 million and $4.0 million for the three and nine months ended September 30, 2021, respectively. These changes are included in Fair value changes in equity securities on our consolidated statements of operations and comprehensive income. The carrying value of our marketable equity securities as of September 30, 2022 and December 31, 2021, was $0.7 million and $1.7 million, respectively, and is included in Other assets on our consolidated balance sheets.

5.    DEBT

Our debt as of September 30, 2022 and December 31, 2021 consists of the following (amounts in thousands):

As of September 30, 2022

As of December 31, 2021

   

Principal

   

Debt Issuance Costs

   

Total

   

Principal

   

Debt Issuance Costs1

   

Total

(Amounts in thousands)

(Amounts in thousands)

Revolving credit facility

$

450,000

$

(3,673)

$

446,327

$

$

(4,408)

$

(4,408)

Total debt

$

450,000

$

(3,673)

$

446,327

$

$

(4,408)

$

(4,408)

(1)    Included in Other assets on our consolidated balance sheets.

Revolving credit facility

On July 2, 2022, we borrowed $500 million under our revolving credit facility for the acquisition of the Cortez Complex Royalty, and on September 6, 2022, we repaid $50 million of the outstanding borrowings. Refer to Note 2 of our notes to consolidated financial statements for further discussion on the Cortez Complex Royalty acquisition.

As of September 30, 2022, we had $450 million outstanding and $550 million available under our revolving credit facility dated June 2, 2017, and as amended. The interest rate on borrowings under our revolving credit facility as of September 30, 2022, was LIBOR plus 1.10% for an all-in rate of 4.2%. Interest expense, which includes interest on outstanding borrowings and amortization of debt issuance costs, was $3.9 million and $4.4 million for the three and nine months ended September 30, 2022, respectively, and $1.0 million and $2.1 million for the three and nine months ended September 30, 2021, respectively. We were in compliance with each financial covenant (leverage ratio and interest coverage ratio) under the revolving credit facility as of September 30, 2022.

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

6.    REVENUE

Revenue Recognition

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. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream interests and royalty interests is generally recognized at the point in time that control of the related metal production transfers to our customers. The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective stream or royalty agreement. A more detailed summary of our revenue recognition policies for our stream and royalty interests is discussed below.

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 of the metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. Gold, silver and copper received under our metal streaming 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

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

of deliveries under the respective streaming 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. Under our forward sales contracts, there is a single performance obligation to sell a contractually specified volume of metal to the purchaser, and we satisfy this obligation at the point in time of physical delivery. 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.

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. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurs. 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. 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.  Accordingly, we recognize revenue attributable to our royalty interests in the period in which metal production occurs at the specified commodity price per the agreement, net of any contractually allowable costs.

Royalty Revenue Estimates

For a small number of our royalty interests, we may not receive, or be entitled to receive, payment information, including production information from the operator, for the period in which metal production occurred prior to issuance of our financial statements for that period. As a result, we may estimate revenue for these royalties based on available information, including public information, from the operator. If adequate information is not available from the operator or from other public sources before we issue our financial statements, we will recognize royalty revenue during the period in which the necessary payment information is received. Differences between estimates and actual amounts could differ significantly and are recorded in the period that the actual amounts are known. Please also refer to our “Use of Estimates” accounting policy discussed in our Transition Report. For the three months ended September 30, 2022, royalty revenue that was estimated or was attributable to metal production for a period prior to September 30, 2022, was not material.  

Disaggregation of Revenue

We have identified two material revenue sources in our business: stream interests and royalty interests. These identified revenue sources are consistent with our reportable segments as discussed in Note 10.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

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

Three Months Ended

Nine Months Ended

September 30, 

    

September 30, 

    

September 30, 

    

September 30, 

2022

2021

2022

2021

Stream revenue:

    Gold

$

76,833

$

83,318

$

229,661

$

240,016

    Silver

12,063

13,877

36,393

35,132

    Copper

9,836

18,726

42,809

50,540

         Total stream revenue

$

98,732

$

115,921

$

308,863

$

325,688

Royalty revenue:

    Gold

$

23,163

$

43,417

$

90,054

$

111,826

    Silver

2,648

3,952

10,477

12,517

    Copper

1,285

4,967

11,271

12,960

    Other

5,601

6,174

19,561

22,056

         Total royalty revenue

$

32,697

$

58,510

$

131,363

$

159,359

Total revenue

$

131,429

$

174,431

$

440,226

$

485,047

Revenue attributable to our principal stream and royalty interests is disaggregated as follows (amounts in thousands):

Three Months Ended

Nine Months Ended

September 30, 

    

September 30, 

    

September 30, 

    

September 30, 

Metal(s)

2022

2021

2022

2021

Stream revenue:

    Mount Milligan

Gold & Copper

$

41,553

$

53,455

$

129,596

$

131,061

    Pueblo Viejo

Gold & Silver

21,156

27,198

64,232

83,957

    Andacollo

Gold

12,170

11,601

39,565

52,491

    Wassa

Gold

7,390

8,033

22,840

23,935

    Khoemacau

Silver

5,050

107

12,641

107

    Other

Gold & Silver

11,413

15,527

39,989

34,137

         Total stream revenue

$

98,732

$

115,921

$

308,863

$

325,688

Royalty revenue:

    Peñasquito

Gold, Silver, Lead & Zinc

$

9,010

$

12,212

$

31,768

$

38,739

    Cortez

Gold

4,562

17,126

29,413

39,475

    Other

Various

19,125

29,172

70,182

81,145

         Total royalty revenue

$

32,697

$

58,510

$

131,363

$

159,359

Total revenue

$

131,429

$

174,431

$

440,226

$

485,047

Please refer to Note 10 for the geographical distribution of our revenue by reportable segment.

7.    STOCK-BASED COMPENSATION

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

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

    

Restricted stock

$

1,140

$

1,116

$

3,496

$

2,198

Performance stock

658

(43)

2,136

801

Stock appreciation rights

283

414

975

1,290

Stock options

9

16

25

51

Total stock-based compensation expense

$

2,090

$

1,503

$

6,632

$

4,340

Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

During the three and nine months ended September 30, 2022 and 2021, we granted the following stock-based compensation awards:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

(Number of shares)

(Number of shares)

Performance stock (at maximum 200% attainment)

73,200

39,380

73,200

Restricted Stock

50,604

28,220

50,604

Total equity awards granted

123,804

67,600

123,804

As of September 30, 2022, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards were as follows:

    

Unrecognized

    

Weighted-

compensation

average vesting

expense

    

period (years)

Restricted stock

$

7,361

2.2

Performance stock

5,265

2.0

Stock appreciation rights

701

0.9

Stock options

25

0.9

8.    EARNINGS PER SHARE (“EPS”)

Basic EPS was computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of EPS pursuant to the two-class method. Our unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. Our unexercised stock option awards, unexercised stock-settled stock appreciation rights and unvested performance stock do not contain rights to dividends. Under the two-class method, the earnings used to determine basic EPS are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted EPS.

The following tables summarize the effects of dilutive securities on diluted EPS for the periods shown below (amounts in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

Net income attributable to Royal Gold common stockholders

$

45,792

$

70,176

$

182,609

$

205,879

Weighted-average shares for basic EPS

65,579,834

65,556,608

65,571,737

65,552,586

Effect of other dilutive securities

80,318

71,237

89,460

76,241

Weighted-average shares for diluted EPS

65,660,152

65,627,845

65,661,197

65,628,827

Basic EPS

$

0.70

$

1.07

$

2.78

$

3.14

Diluted EPS

$

0.70

$

1.07

$

2.78

$

3.13

9.    INCOME TAXES

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

Income tax expense

$

10,954

$

16,028

$

20,347

$

39,242

Effective tax rate

19.3%

18.5%

10.0%

16.0%

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

The effective tax rate for the nine months ended September 30, 2022, included a discrete income tax benefit of $18.8 million attributable to the release of a valuation allowance on certain deferred tax assets. The effective tax rate for the nine months ended September 30, 2021, included a discrete tax benefit of $12.0 million attributable to the settlement of an uncertain tax position with a foreign jurisdiction.

10.    SEGMENT INFORMATION

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

As of September 30, 2022

As of December 31, 2021

Total stream

Total stream

Stream

Royalty

and royalty

Stream

Royalty

and royalty

  

interest

  

interest

  

interests, net

  

interest

  

interest

  

interests, net

Canada

$

528,325

$

620,035

$

1,148,360

$

579,326

$

412,419

$

991,745

Dominican Republic

328,674

328,674

350,083

350,083

Africa

307,291

321

307,612

297,569

321

297,890

Chile

238,596

224,116

462,712

249,147

224,116

473,263

United States

626,525

626,525

107,761

107,761

Mexico

53,046

53,046

60,977

60,977

Australia

26,642

26,642

27,496

27,496

Rest of world

104,192

26,617

130,809

107,920

26,617

134,537

Total

$

1,507,078

$

1,577,302

$

3,084,380

$

1,584,045

$

859,707

$

2,443,752

Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):

Three Months Ended September 30, 2022

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

$

98,732

$

23,221

$

$

32,576

$

42,935

Royalty interests

32,697

1,119

5,063

26,515

Total

$

131,429

$

23,221

$

1,119

$

37,639

$

69,450

Three Months Ended September 30, 2021

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

$

115,921

$

27,230

$

$

41,922

$

46,769

Royalty interests

58,510

2,054

8,596

47,860

Total

$

174,431

$

27,230

$

2,054

$

50,518

$

94,629

Nine Months Ended September 30, 2022

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

$

308,863

$

69,670

$

$

106,745

$

132,448

Royalty interests

131,363

4,765

22,623

103,975

Total

$

440,226

$

69,670

$

4,765

$

129,368

$

236,423

Nine Months Ended September 30, 2021

    

Revenue

    

Cost of sales (1)

    

Production taxes

    

Depletion (2)

    

Segment gross profit

Stream interests

$

325,688

$

73,367

$

$

113,263

$

139,058

Royalty interests

159,359

6,042

26,394

126,923

Total

$

485,047

$

73,367

$

6,042

$

139,657

$

265,981

(1)Excludes depreciation, depletion and amortization

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

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

A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

   

2022

   

2021

   

2022

   

2021

Total segment gross profit

$

69,450

$

94,629

$

236,423

$

265,981

Costs and expenses

General and administrative expenses

7,554

7,129

25,797

21,272

Depreciation and amortization

122

93

371

278

Operating income

61,774

87,407

210,255

244,431

Fair value changes in equity securities

356

176

(1,221)

4,035

Interest and other income

3,571

819

5,665

2,227

Interest and other expense

(8,814)

(1,908)

(11,110)

(4,873)

Income before income taxes

$

56,887

$

86,494

$

203,589

$

245,820

Our revenue by reportable segment for the three and nine months ended September 30, 2022 and 2021 is geographically distributed as shown in the following table (amounts in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

    

2022

    

2021

   

2022

   

2021

Stream interests:

Canada

$

46,861

$

64,031

$

152,938

$

158,679

Dominican Republic

21,156

27,198

64,232

83,957

Chile

12,170

11,601

39,566

52,491

Africa

13,257

8,679

38,633

26,149

Rest of world

5,288

4,412

13,494

4,412

Total stream interests

$

98,732

$

115,921

$

308,863

$

325,688

Royalty interests:

United States

$

11,413

$

27,080

$

52,616

$

64,903

Mexico

11,095

15,427

38,915

46,888

Canada

4,826

6,402

21,377

24,616

Australia

3,446

6,917

11,533

15,526

Africa

602

430

1,909

Rest of world

1,917

2,082

6,492

5,517

Total royalty interests

$

32,697

$

58,510

$

131,363

$

159,359

Total revenue

$

131,429

$

174,431

$

440,226

$

485,047

11.  FAIR VALUE MEASUREMENTS

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, we utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:   Quoted prices for identical instruments in active markets;

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Level 2:   Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3:   Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forth our financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.

As of September 30, 2022

Fair Value

    

Carrying Value

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets (amounts in thousands):

Marketable equity securities(1)

$

655

$

655

$

117

$

538

$

As of December 31, 2021

Fair Value

    

Carrying Value

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets (amounts in thousands):

Marketable equity securities(1)

$

1,733

$

1,733

$

$

1,733

$

(1) Included in Other assets on our consolidated balance sheets.

Our marketable securities classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets multiplied by the quantity of shares held.  The TriStar Gold Inc. warrants (Note 4) classified within Level 2 of the fair value hierarchy are model-derived (Black-Scholes) valuations in which the significant inputs are observable in active markets. The carrying value of our revolving credit facility (Note 5) approximates fair value as of September 30, 2022.

As of September 30, 2022, 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. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.  

12.  COMMITMENTS AND CONTINGENCIES

NX Gold Exploration Payment

On March 22, 2022, we made a payment of $3.2 million to a subsidiary of Ero Copper Corporation (“Ero”) as part of our commitment to support the achievement of success-based targets related to regional exploration and mineral resource additions. This payment has been recorded to exploration stage stream interests (Note 3) within Stream and royalty interests, net on our consolidated balance sheets. As of September 30, 2022, $6.8 million of advance payments remain if Ero meets certain success-based targets related to regional exploration and mineral resource additions through calendar 2024. Refer to our Transition Report for further information on the NX Gold stream acquisition.

Ilovica Gold Stream Acquisition

As of September 30, 2022, 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.

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ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Presentation

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations of Royal Gold.  You should read this MD&A in conjunction with our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements included in our Transition Report on Form 10-K for the six months ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022 (“Transition Report”).

This MD&A contains forward-looking information. You should review our important note about forward-looking statements following this MD&A.

We do not own, develop, or mine the properties on which we hold stream or royalty interests. Certain information provided in this Quarterly Report on Form 10-Q about operating properties in which we hold interests, including information about mineral resources and reserves, historical production, production estimates, property descriptions, and property developments, was provided to us by the operators of those properties or is publicly available information filed by these operators with applicable securities regulatory bodies, including the SEC. We have not verified, and are not in a position to verify, and expressly disclaim any responsibility for the accuracy, completeness, or fairness of, this third-party information and refer the reader to the public reports filed by the operators for information regarding those properties.

Overview of Our Business

We acquire and manage precious metal streams, royalties, and similar interests. We seek to acquire existing stream and royalty interests or finance projects that are in production or in the development stage in exchange for stream or royalty interests.

We manage our business under two 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 September 30, 2022, we owned nine stream interests, which are on eight producing properties and one development stage property. Stream interests accounted for approximately 75% and 70% of our total revenue for the three and nine months ended September 30, 2022, respectively, and 66% for each of the three and nine months ended September 30, 2021, 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 September 30, 2022, we owned royalty interests on 33 producing properties, 19 development stage properties and 125 exploration stage properties, of which we consider 54 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 mineral reserves. Royalty interests accounted for 25% and 30% of our total revenue for the three and nine months ended September 30, 2022, respectively, and 34% for each of the three and nine months ended September 30, 2021, respectively.

 

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

We are continually reviewing opportunities to grow our portfolio, whether through the creation or acquisition of new or existing stream or royalty interests or other acquisition activity. We generally have acquisition opportunities in various stages of review. Our review process may include, for example, engaging consultants and advisors to analyze an opportunity; analysis of technical, financial, legal, and other confidential information regarding an opportunity; submission

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of indications of interest and term sheets; participation in preliminary discussions and negotiations; and involvement as a bidder in competitive processes.

Business Trends and Uncertainties

Metal Prices

Our financial results are primarily tied to the price of gold, silver, copper, and other metals. Metal prices have fluctuated widely in recent years and we expect this volatility to continue. The marketability and price of metals are influenced by numerous factors beyond our control, and significant changes in metal prices can have a material effect on our revenue.

For the three and nine months ended September 30, 2022 and 2021, average metal prices and percentages of revenue by metal were as follows:

Three Months Ended

Nine Months Ended

September 30, 2022

September 30, 2021

September 30, 2022

September 30, 2021

Metal

    

Average
Price

    

Percentage
of Revenue

    

Average
Price

    

Percentage
of Revenue

    

Average
Price

    

Percentage
of Revenue

    

Average
Price

    

Percentage
of Revenue

Gold ($/ounce)

$

1,729

76%

$

1,790

73%

$

1,824

73%

$

1,800

73%

Silver ($/ounce)

$

19.23

11%

$

24.36

10%

$

21.92

11%

$

25.75

10%

Copper ($/pound)

$

3.51

8%

$

4.25

14%

$

4.11

12%

$

4.17

13%

Other

N/A

5%

N/A

3%

N/A

4%

N/A

4%

Acquisition of Great Bear Royalties Corporation

On September 9, 2022 we completed the previously announced acquisition of all of the issued and outstanding shares of Great Bear Royalties Corporation (“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 and will be registered on title to the relevant claims. Royalty payments will be made quarterly with applicable standard deductions. Refer to Note 2 of our notes to consolidated financial statements for further discussion on the GBR acquisition. 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 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.  

Acquisition of Additional Royalty Interest on Cortez Complex

On August 2, 2022, we acquired a sliding scale gross royalty (“Cortez Complex 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 Nevada Gold Mines LLC a joint venture between Barrick Gold Corporation (“Barrick”) and Newmont Corporation (“Newmont”), 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 except for the existing deposits within the Robertson property. The purchase price was funded with debt and available cash on hand.  Refer to Note 2 and Note 5 of our notes to consolidated financial statements for further discussion on the Cortez complex royalty acquisition and funding.

Lawyers Royalty Acquisition

On March 24, 2022, we acquired a 0.5% net smelter returns royalty (“NSR”) on production from the Lawyers Project, an exploration stage 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.

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NX Gold Exploration Payment

On March 22, 2022, we made a payment of $3.2 million to a subsidiary of Ero Copper Corporation (“Ero”) as part of our commitment to support achievement of success-based targets related to regional exploration and mineral resource additions. As of September 30, 2022, up to $6.8 million of additional exploration and mineral resource addition payments remain if Ero meets certain success-based targets through calendar 2024. Refer to our Transition Report for further information on the NX Gold stream acquisition.

Operators’ Production Estimates by Stream and Royalty Interest for Calendar 2022

We generally receive annual production estimates from many of the operators of the producing mines in which we own a stream or royalty interest during the first quarter of each calendar year. In some instances, an operator may revise its original calendar year guidance throughout the year. The following table shows current production estimates for calendar 2022, as well as actual production through September 30, 2022 (except as otherwise noted), for our principal properties as reported to us by the operators.

Operators’ Estimated and Actual Production by Stream and Royalty Interest for Calendar 2022

Principal Producing Properties

Calendar Year 2022 Operator’s Production

Calendar Year 2022 Operator’s Production

Estimate(1)

Actual(2)

Gold

Silver

Base Metals

Gold

Silver

Base Metals

Stream/Royalty

    

(oz.)

  

(oz.)

  

(lbs.)

  

(oz.)

  

(oz.)

  

(lbs.)

Stream:

Andacollo(3)

  

36,000

  

  

  

17,800

  

  

Mount Milligan(4)

 

190,000 - 210,000

 

 

 

81,800

 

 

Copper

 

 

70 - 80 Million

 

 

 

37.9 Million

Pueblo Viejo(5)

400,000 - 440,000

N/A

330,000

N/A

Wassa(6)

155,000 - 170,000

125,600

Khoemacau(7)

N/A

N/A

Royalty:

 

 

 

 

 

 

Cortez(8)

280,000

190,600

Peñasquito(9)

 

475,000

29 Million

 

440,000

23.3 Million

 

Lead

 

  

 

  

 

150 Million

 

112 Million

Zinc

 

  

 

  

 

350 Million

 

297 Million

(1)Production estimates received from our operators are for calendar 2022. There can be no assurance that production estimates received from the operators will be achieved. Please also refer to our cautionary language regarding forward-looking statements included herein, as well as the Risk Factors identified in Part I, Item 1A, of our Transition Report for information regarding factors that could affect actual results.

(2)Actual production figures shown are from the operators and cover the period from January 1, 2022, through September 30, 2022, unless otherwise noted in footnotes to this table. Such amounts may differ from our reported revenue and production and are not reduced to show the production attributable to our interests.

(3)The actual production figure shown for Andacollo is contained gold in concentrate.

(4)The estimated production figures shown for Mount Milligan are payable gold and copper in concentrate. Actual figures reflect production through June 30, 2022.

(5)The estimated and actual production figures shown for Pueblo Viejo are payable gold in doré and represent the 60% interest in Pueblo Viejo held by Barrick Gold Corporation (“Barrick”). The operator did not provide estimated or actual silver production.

(6)The estimated production figure shown for Wassa is payable gold in doré poured in the period.

(7)The estimated production figures for Khoemacau are not available through the ramp-up period.

(8)The estimated and actual production figures for Cortez represent the areas subject to our royalty interests excluding the production from the Cortez Complex Royalty.

(9)The estimated and actual gold and silver production figures shown for Peñasquito are payable gold and silver in concentrate and doré. The estimated and actual lead and zinc production figures shown are payable lead and zinc in concentrate.

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Property Developments

This section provides recent updates for our principal properties as reported by the operators, either directly to us or in their publicly available documents.

Stream Interests

Andacollo

Gold stream deliveries from Andacollo were approximately 3,200 ounces for the three months ended September 30, 2022, compared to approximately 6,400 ounces for the three months ended September 30, 2021. The decrease in deliveries resulted primarily from Andacollo experiencing lower gold grades and lower gold recoveries, as well as differences in the timing of shipments and settlements during the periods.

As reported by Teck Resources Limited (“Teck”), a significant rainfall event in July caused operations to shut down for five days.  We expect the impact of this shutdown will affect stream deliveries in the first quarter of 2023.

Gold production at Andacollo has trended lower since the beginning of 2021 due to lower ore grades, as anticipated in the mine plan. According to Teck, the period of lower grades is expected to last through 2023, and the mine plan then anticipates a transition to higher grade ore as the next phase of mining is developed over the following years.  Teck has reported that the current life of mine for Andacollo is expected to continue until 2035 and that additional permits or permit amendments will be required to execute the life of mine plan.

Khoemacau Project

Silver stream deliveries from Khoemacau were approximately 290,700 ounces for the three months ended September 30, 2022. First concentrate was shipped from Khoemacau in mid-July 2021 and silver stream deliveries to us were approximately 105,800 ounces for the three months ended September 30, 2021.  

According to Khoemacau Copper Mining (Pty.) Limited (“KCM”), the operator of Khoemacau, ramp-up of operations continued and average monthly underground production increased consistently during the quarter ended September 30, 2022, from approximately 7,300 tonnes per day (8,000 tons per day) in June to approximately 8,000 tonnes per day (8,800 tons per day) in September 2022.  Production has reached the target mining rate of 10,000 tonnes per day (11,000 tons per day) for short periods during the ramp up period but has not yet been consistently sustained at this level. KCM expects to reach the target mining rate on a sustained basis toward the end of December 2022 and into the first quarter of 2023.

KCM continues to expect that at full production Khoemacau will produce 155,000 to 165,000 tonnes (171,000 to 182,000 tons) of high-grade copper and silver concentrate a year, containing approximately 60,000 to 65,000 tonnes (66,000 to 72,000 tons) of payable copper and 1.8 to 2.0 million ounces of payable silver per year, over an approximate 20-year mine life from Zone 5.

Mount Milligan

Gold stream deliveries from Mount Milligan were approximately 18,400 ounces for the three months ended September 30, 2022, compared to approximately 10,800 ounces for the three months ended September 30, 2021. Increased gold deliveries resulted from differences in the timing of shipments and settlements during the periods and gold grade variability in the concentrate shipments.

Copper stream deliveries from Mount Milligan were approximately 4.5 million pounds during the three months ended September 30, 2022, compared to approximately 2.6 million pounds during the three months ended September 30, 2021. Increased deliveries resulted from differences in the timing of shipments and settlements during the periods.

Stream deliveries during the quarter from Mount Milligan provided for complete repayment of the $781.5 million advance deposit made by Royal Gold to Thompson Creek Metals Company, Inc. (“Thompson Creek”), a subsidiary of Centerra Gold Inc. (“Centerra”).  Royal Gold contributed three advance payments prior to and during the development of the mine in 2010 through 2012, in return for the right to acquire 52.25% of the payable gold produced from Mount Milligan.  Royal

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Gold and Centerra subsequently amended the stream interest in 2016 to a 35% gold stream and 18.75% copper stream.  Mount Milligan began commercial production in early 2014 and was Royal Gold’s first stream acquisition.

Subsequent to the end of the quarter on October 4, 2022, Centerra published the highlights of an updated life of mine plan for Mount Milligan.  According to Centerra, the mine life is expected to be extended by over four years to 2033.  Centerra expects total payable gold and copper to increase more than 800,000 ounces and 191 million pounds, respectively, from 2022 onwards when compared to the previous plan, with average annual production of 175,000 ounces of gold and 68 million pounds of copper.  

Centerra also indicated the potential for future resource growth due to exploration success in areas proximal to the open pit.  Centerra expects to file a new technical report detailing the life of mine plan and updated reserve and resource information within 45 days of October 4, 2022.  As a result of the increase in proven and probable reserves as announced by Centerra, the gold and copper depletion rates on our Mount Milligan stream decreased to $416 per ounce of gold and $1.06 per pound of copper as of September 30, 2022 from $703 per ounce of gold and $1.53 per pound of copper. Royal Gold will update its annual SK1300 disclosure for the Mount Milligan technical report update within its 2022 Annual Report on Form 10-K, which we expect to file in February 2023.  

Centerra remains on track to meet 2022 production guidance of between 190,000 to 210,000 ounces of payable gold and between 70 to 80 million pounds of payable copper.

Pueblo Viejo

Gold stream deliveries from Pueblo Viejo were approximately 8,900 ounces for the three months ended September 30, 2022, compared to approximately 9,200 ounces for the three months ended September 30, 2021.

During the current quarter, Barrick reported continued progress on the plant expansion and mine life extension project at Pueblo Viejo to increase throughput and allow the mine to maintain minimum average annual gold production of approximately 800,000 ounces after 2022 and beyond 2040 (100% basis).  

With respect to the plant expansion, on August 8, 2022, Barrick reported that as of June 30, 2022, overall construction was 56% complete and it expects the expansion to be substantially completed by the end of 2022 with commissioning in the first quarter of 2023.  With respect to the mine life extension, Barrick also disclosed that social, environmental and technical studies for additional tailings capacity continued to advance, and that a preferred site for a tailings storage facility (“TSF”) had been put forward for further evaluation.  Barrick reported that the final location and construction of the additional TSF would be subject to the completion of an Environmental and Social Impact Assessment (“ESIA”) in accordance with Dominican Republic legislation and international standards, which would then be submitted to the Government of the Dominican Republic for evaluation and final decision.  Further according to Barrick, basic engineering of the additional TSF is expected to be completed in the fourth quarter of 2022.

Silver stream deliveries were approximately 319,100 ounces for the three months ended September 30, 2022, compared to 396,500 ounces for the three months ended September 30, 2021. During the third quarter an additional 47,000 ounces of silver deliveries were deferred. The deferred ounces are the result of a mechanism in the stream agreement that allows for the deferral of deliveries in a period if Barrick’s share of silver production is insufficient to cover its stream delivery obligations. The stream agreement terms include a fixed 70% silver recovery rate. If actual recovery rates fall below the contractual 70% recovery rate, ounces may be deferred with deferred ounces to be delivered in future periods as silver recovery allows. As of September 30, 2022, approximately 530,000 ounces remain deferred. We expect that silver recoveries could remain highly variable until the plant expansion project is complete and bottlenecks associated with the silver circuit and silver recovery can be fully addressed, and we do not expect material deliveries of deferred silver this year.

Wassa

Gold stream deliveries from Wassa were approximately 4,800 ounces for the three months ended September 30, 2022, compared to approximately 4,300 ounces for the three months ended September 30, 2021.

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Royalty Interests

Cortez

Production attributable to our royalty interest at Cortez was approximately 36,600 ounces of gold for the three months ended September 30, 2022, compared to approximately 98,300 ounces of gold for the three months ended September 30, 2021.  This production is attributable to the Company’s legacy royalty interests, including overlapping royalties at the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR 3, NVR1 and NVR1C). Refer to the Business Trends and Uncertainties section of this MD&A for information on the recent Cortez Complex Royalty acquisition.

On August 8, 2022, Barrick reported that mining of Phase 5 of Crossroads is expected to deliver oxide ore and underpin stronger performance for Cortez in the December quarter of 2022.

As a result of the acquisition of the Cortez Complex Royalty, there has been an increase of over 300% in gold mineral reserves and an increase of over 1200% in measured and indicated gold mineral resources attributable to our royalty interests at Cortez beyond the resources and reserves previously disclosed in detail in our Transition Report.  Refer to the “Property Mineral Reserve and Mineral Resource Update for Cortez” section below.  

Peñasquito

During the three months ended September 30, 2022, gold production at Peñasquito was approximately 144,300 ounces; silver production was approximately 6.80 million ounces; lead production was approximately 29.6 million pounds; and zinc production was approximately 84.6 million pounds. Gold production was approximately 170,400 ounces; silver production was approximately 7.79 million ounces; lead production was approximately 41.9 million pounds; and zinc production was approximately 98.3 million pounds during the three months ended September 30, 2021.

Results of Operations

Quarter Ended September 30, 2022, Compared to Quarter Ended September 30, 2021

For the quarter ended September 30, 2022, we recorded net income and comprehensive income attributable to Royal Gold stockholders (“net income”) of $45.8 million, or $0.70 per basic and diluted share, as compared to net income of $70.2 million, or $1.07 per basic and diluted share, for the quarter ended September 30, 2021. The decrease in net income was primarily attributable to a decrease in revenue, as discussed below.

For the quarter ended September 30, 2022, we recognized total revenue of $131.4 million, comprised of stream revenue of $98.7 million and royalty revenue of $32.7 million at an average gold price of $1,729 per ounce, an average silver price of $19.23 per ounce and an average copper price of $3.51 per pound. This is compared to total revenue of $174.4 million for the three months ended September 30, 2021, comprised of stream revenue of $115.9 million and royalty revenue of $58.5 million, at an average gold price of $1,790 per ounce, an average silver price of $24.36 per ounce and an average copper price of $4.25 per pound. Revenue and the corresponding production attributable to our stream and royalty interests for the quarter ended September 30, 2022, compared to the quarter ended September 30, 2021, are as follows:

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Revenue and Reported Production Subject to Our Stream and Royalty Interests

(Amounts in thousands, except reported production oz. and lbs.)

Three Months Ended

Three Months Ended

September 30, 2022

September 30, 2021

Reported

Reported

Stream/Royalty

    

Metal(s)

    

Revenue

    

Production(1)

    

Revenue

    

Production(1)

Stream(2):

Mount Milligan

$

41,553

$

53,455

Gold

18,200

oz.

19,300

oz.

Copper

2.7

Mlbs.

4.4

Mlbs.

Pueblo Viejo

$

21,156

$

27,198

Gold

8,600

oz.

9,800

oz.

Silver

307,100

oz.

386,500

oz.

Andacollo

Gold

$

12,170

6,800

oz.

$

11,601

6,500

oz.

Wassa

Gold

$

7,390

4,200

oz.

$

8,033

4,500

oz.

Khoemacau

Silver

$

5,050

255,900

oz.

$

107

4,500

oz.

Other(3)

$

11,413

$

15,527

Gold

5,900

oz.

6,300

oz.

Silver

51,100

oz.

165,400

oz.

Total stream revenue

$

98,732

$

115,921

.

Royalty(2):

Peñasquito

$

9,010

$

12,212

Gold

144,300

oz.

170,300

oz.

Silver

6.8

Moz.

7.8

Moz.

Lead

29.6

Mlbs.

42.0

Mlbs.

Zinc

84.6

Mlbs.

98.3

Mlbs.

Cortez

Gold

$

4,562

36,600

oz.

$

17,126

106,300

oz.

Other(3)

Various

$

19,125

N/A

$

29,172

N/A

Total royalty revenue

$

32,697

$

58,510

Total Revenue

$

131,429

$

174,431

(1)Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the three months ended September 30, 2022, and 2021, and may differ from the operators’ public reporting.

(2)Refer to “Property Developments” above for a discussion of recent developments at principal properties.

(3)Individually, except for our stream interest at Rainy River, which contributed 6% of total revenue for the three months ended September 30, 2021, no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

The decrease in our total revenue resulted primarily from lower gold sales at Mount Milligan and Pueblo Viejo, lower gold production at Cortez and Peñasquito, and lower average gold, silver and copper prices. The decrease was offset by higher silver sales at Khoemacau, which shipped its first concentrate during the prior year quarter.

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Gold and silver ounces and copper pounds purchased and sold during the three months ended September 30, 2022 and 2021, and gold and silver ounces and copper pounds in inventory as of September 30, 2022, and December 31, 2021, for our streaming interests were as follows:

Three Months Ended

Three Months Ended

As of

As of

September 30, 2022

September 30, 2021

September 30, 2022

December 31, 2021

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

18,400

18,200

10,800

19,300

8,700

4,100

Pueblo Viejo

8,900

8,600

9,200

9,800

8,900

8,600

Wassa

4,800

4,200

4,300

4,500

2,000

1,600

Andacollo

3,200

6,800

6,400

6,500

2,200

Other

7,100

5,900

7,500

6,300

3,100

2,200

Total

42,400

43,700

38,200

46,400

22,700

18,700

Three Months Ended

Three Months Ended

As of

As of

September 30, 2022

September 30, 2021

September 30, 2022

December 31, 2021

Silver Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Pueblo Viejo

319,100

307,100

396,500

386,500

319,100

316,000

Khoemacau

290,700

255,900

105,800

4,500

114,400

42,000

Other

64,300

51,100

109,700

165,400

29,600

34,300

Total

674,100

614,100

612,000

556,400

463,100

392,300

Three Months Ended

Three Months Ended

As of

As of

September 30, 2022

September 30, 2021

September 30, 2022

December 31, 2021

Copper Stream

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Inventory (Mlbs.)

    

Inventory (Mlbs.)

Mount Milligan

4.5

2.7

2.6

4.4

1.8

0.9

Cost of sales, which excludes depreciation, depletion and amortization, decreased to $23.2 million for the three months ended September 30, 2022, from $27.2 million for the three months ended September 30, 2021. The decrease, when compared to the prior period, was primarily due to a decrease in gold and silver sales at Pueblo Viejo and lower gold sales at Mount Milligan, offset by higher silver sales at Khoemacau. Stream deliveries from Khoemacau began in the prior year quarter. Cost of sales 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 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 (Mount Milligan) spot price near the date of metal delivery.

General and administrative costs increased to $7.6 million for the three months ended September 30, 2022, from $7.1 million for the three months ended September 30, 2021. The increase was primarily due to an increase in employee-related costs including non-cash compensation expense.

Depreciation, depletion and amortization decreased to $37.8 million for the three months ended September 30, 2022, from $50.6 million for the three months ended September 30, 2021. The decrease was primarily due to lower gold production at Cortez and lower gold sales and at Mount Milligan. Lower depletion rates at Mount Milligan compared to the prior quarter also contributed to the decrease. Refer to Note 3 of our notes to consolidated financial statements for further discussion on the decrease in depletion rates at Mount Milligan. The decrease was partially offset by additional depletion from Khoemacau which produced first deliveries in the prior year comparable quarter.

Interest and other expense increased to $8.8 million for the three months ended September 30, 2022, from $1.9 million for the three months ended September 30, 2021. The increase was primarily due to higher interest expense as a result of the $500 million draw on the revolving credit facility and foreign exchange losses related to the GBR acquisition.

For the three months ended September 30, 2022, we recorded an income tax expense of $11.0 million, compared with income tax expense of $16.0 million for the three months ended September 30, 2021. The income tax expense resulted in an effective tax rate of 19.3% in the current period, compared with 18.5% for the three months ended September 30, 2021.

Nine Months Ended September 30, 2022, Compared to Nine Months Ended September 30, 2021

For the nine months ended September 30, 2022, we recorded net income and comprehensive income attributable to Royal Gold stockholders (“net income”) of $182.6 million, or $2.78 per basic and diluted share, as compared to net income of $205.9 million, or $3.14 per basic and diluted share, for the nine months ended September 30, 2021.

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For the nine months ended September 30, 2022, we recognized total revenue of $440.2 million, comprised of stream revenue of $308.9 million and royalty revenue of $131.4 million at an average gold price of $1,824 per ounce, an average silver price of $21.92 per ounce and an average copper price of $4.11 per pound. This is compared to total revenue of $485.0 million for the nine months ended September 30, 2021, comprised of stream revenue of $325.7 million and royalty revenue of $159.4 million, at an average gold price of $1,800 per ounce, an average silver price of $25.75 per ounce and an average copper price of $4.17 per pound. Revenue and the corresponding production attributable to our stream and royalty interests for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, are as follows:

Revenue and Reported Production Subject to Our Stream and Royalty Interests

(Amounts in thousands, except reported production oz. and lbs.)

Nine Months Ended

Nine Months Ended

September 30, 2022

September 30, 2021

Reported

Reported

Stream/Royalty

    

Metal(s)

    

Revenue

    

Production(1)

    

Revenue

    

Production(1)

Stream(2):

Mount Milligan

$

129,596

$

131,061

Gold

47,600

oz.

44,700

oz.

Copper

10.3

Mlbs.

12.2

Mlbs.

Pueblo Viejo

$

64,232

$

83,957

Gold

24,300

oz.

31,400

oz.

Silver

.9

Moz.

1.1

Moz.

Andacollo

Gold

$

39,565

21,500

oz.

$

52,491

29,000

oz.

Khoemacau

Silver

12,641

580,400

oz.

$

107

4,500

oz.

Wassa

Gold

$

22,840

12,500

oz.

$

23,935

13,200

oz.

Other(3)

$

39,989

$

34,137

Gold

19,600

oz.

14,500

oz.

Silver

175,300

oz.

303,700

oz.

Total stream revenue

$

308,863

$

325,688

Royalty(2):

Peñasquito

$

31,768

$

38,739

Gold

408,300

oz.

530,500

oz.

Silver

22.6

Moz.

23.5

Moz.

Lead

106.6

Mlbs.

133.8

Mlbs.

Zinc

289.6

Mlbs.

319.3

Mlbs.

Cortez

Gold

$

29,413

190,600

oz.

$

39,475

241,300

oz.

Other(3)

Various

$

70,182

N/A

$

81,145

N/A

Total royalty revenue

$

131,363

$

159,359

Total revenue

$

440,226

$

485,047

(1)

Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the nine months ended September 30, 2022, and 2021, and may differ from the operators’ public reporting.

(2)

Refer to “Property Developments” above for a discussion of recent developments at principal properties.

(3)

Individually, except for our stream interest at Rainy River, which contributed 6% of total revenue for the nine months ended September 30, 2022 and 2021, no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

The decrease in our total revenue resulted primarily from lower gold sales at Andacollo and Pueblo Viejo and lower gold production at Cortez and Peñasquito. The decrease was offset by $26.1 million of new revenue from the NX Gold and Khoemacau streams which were not in full production during the prior year comparable period.

Cost of sales, which excludes depreciation, depletion and amortization, decreased to $69.7 million for the nine months ended September 30, 2022, from $73.4 million for the nine months ended September 30, 2021. The decrease, when compared to the prior period, was primarily due to a decrease in gold and silver sales at Pueblo Viejo and lower gold sales at Andacollo, offset by higher silver sales at Khoemacau. Stream deliveries from Khoemacau began in the prior year comparable period. Cost of sales 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 the lesser of $435 per ounce or the prevailing

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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 (Mount Milligan) spot price near the date of metal delivery.

Gold and silver ounces and copper pounds purchased and sold during the nine months ended September 30, 2022 and 2021, and gold and silver ounces and copper pounds in inventory as of September 30, 2022, and December 31, 2021, for our streaming interests were as follows:

Revenue and Reported Production Subject to Our Stream and Royalty Interests

(Amounts in thousands, except reported production oz. and lbs.)

Nine Months Ended

Nine Months Ended

As of

As of

September 30, 2022

September 30, 2021

September 30, 2022

December 31, 2021

Gold Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Mount Milligan

52,200

47,600

43,800

44,700

8,700

4,100

Pueblo Viejo

24,600

24,300

30,100

31,400

8,900

8,600

Andacollo

19,300

21,500

28,400

29,000

2,200

Wassa

12,800

12,500

12,300

13,200

2,000

1,600

Other

20,500

19,600

15,800

14,500

3,100

2,200

Total

129,400

125,500

130,400

132,800

22,700

18,700

Nine Months Ended

Nine Months Ended

As of

As of

September 30, 2022

September 30, 2021

September 30, 2022

December 31, 2021

Silver Stream

    

Purchases (oz.)

    

Sales (oz.)

    

Purchases (oz.)

    

Sales (oz.)

    

Inventory (oz.)

    

Inventory (oz.)

Pueblo Viejo

900,700

897,600

1,030,500

1,052,100

319,100

316,000

Khoemacau

652,800

580,400

105,800

4,500

114,400

42,000

Other

170,600

175,300

280,500

303,700

29,600

34,300

Total

1,724,100

1,653,300

1,416,800

1,360,300

463,100

392,300

Nine Months Ended

Nine Months Ended

As of

As of

September 30, 2022

September 30, 2021

September 30, 2022

December 31, 2021

Copper Stream

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Purchases (Mlbs.)

    

Sales (Mlbs.)

    

Inventory (Mlbs.)

    

Inventory (Mlbs.)

Mount Milligan

11.2

10.3

11.2

12.2

1.8

0.9

General and administrative costs increased to $25.8 million for the nine months ended September 30, 2022, from $21.3 million for the nine months ended September 30, 2021. The increase was primarily due to an increase in employee-related costs including non-cash compensation expense, as well as higher costs associated with certain environmental, social and governance initiatives.

Depreciation, depletion and amortization decreased to $129.7 million for the nine months ended September 30, 2022, from $139.9 million for the nine months ended September 30, 2021. The decrease was primarily due to lower gold sales at Mount Milligan and Andacollo and lower gold and silver sales at Pueblo Viejo. Refer to Note 3 of our notes to consolidated financial statements for further discussion on the decrease in depletion rates at Mount Milligan. The decrease in depletion was partially offset by the additional depletion from the newly acquired Khoemacau and NX Gold streams when compared to the prior year period.

Interest and other expense increased to $11.1 million for the nine months ended September 30, 2022, from $4.9 million for the nine months ended September 30, 2021. The increase was primarily due to higher interest expense as a result of the $500 million draw on the revolving credit facility in July 2022 as part of the Cortez Complex Royalty acquisition discussed earlier in this MD&A and foreign exchange losses related to the GBR acquisition.

For the nine months ended September 30, 2022, we recorded income tax expense totaling $20.3 million, compared with income tax expense of $39.2 million for the nine months ended September 30, 2021. The income tax expense resulted in an effective tax rate of 10.0% in the current period, compared with 16.0% for the nine months ended September 30, 2021. The nine months ended September 30, 2022, included a discrete income tax benefit attributable to the release of a valuation allowance on certain deferred tax assets.  The nine months ended September 30, 2021, included a discrete tax benefit attributable to the settlement of an uncertain tax position with a foreign jurisdiction.

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Liquidity and Capital Resources

Overview

At September 30, 2022, we had current assets of $181.8 million compared to current liabilities of $64.5 million, which resulted in working capital of $117.3 million and a current ratio of 3 to 1. This compares to current assets of $216.0 million and current liabilities of $61.4 million at December 31, 2021, resulting in working capital of $154.6 million and a current ratio of approximately 4 to 1. The decrease in working capital was primarily due to a decrease in our available cash as a result of the Cortez Complex Royalty and GBR acquisitions.

During the nine months ended September 30, 2022, liquidity needs were met from $316.3 million in net cash provided by operating activities and our available cash resources. As of September 30, 2022, we had $550 million available and $450 million outstanding under our revolving credit facility. Working capital, combined with available capacity under our revolving credit facility, resulted in approximately $667 million of total liquidity at September 30, 2022. We were in compliance with each financial covenant under the revolving credit facility as of September 30, 2022. Refer to Note 5 of our notes to consolidated financial statements and below under Recent Liquidity Developments for further discussion on our debt.

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service, general and administrative expense costs and capital expenditures for the foreseeable future. Our current financial resources are also available to fund dividends and for acquisitions of stream and royalty interests, including any conditional funding schedules. Our long-term capital requirements are primarily affected by our ongoing acquisition activities. We currently, and generally at any time, have acquisition opportunities in various stages of active review. In the event of one or more substantial stream or royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary. We occasionally borrow and repay amounts under our revolving credit facility and may do so in the future.

Please refer to our risk factors included in Part 1, Item 1A of our Transition Report for a discussion of certain risks that may impact our liquidity and capital resources.

Recent Liquidity Developments

Revolving Credit Facility Draw

In July 2022, we borrowed $500 million under our revolving credit facility to fund the acquisition of the Cortez Complex Royalty, and on September 6, 2022, we made a $50 million principal payment towards the outstanding balance leaving $550 million available as of September 30, 2022.

Cash Flows

Operating Activities

Net cash provided by operating activities totaled $316.3 million for the nine months ended September 30, 2022, compared to $343.0 million for the nine months ended September 30, 2021. The decrease was primarily due to a decrease in cash proceeds received from our stream interests, net of cost of sales, of approximately $16.9 million compared to the prior year period. Higher income taxes paid due to the change in year-end of $9.8 million compared to the prior year period also contributed to the decrease.

Investing Activities

Net cash used in investing activities totaled $716.5 million for the nine months ended September 30, 2022, compared to $401.6 million for the nine months ended September 30, 2021. The increase over the prior year period was primarily due to higher acquisitions of royalty interests due to the GBR and Cortez Complex Royalty acquisitions.

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Financing Activities

Net cash provided by financing activities totaled $378.9 million for the nine months ended September 30, 2022, compared to net cash used in financing activities of $163.1 million for the nine months ended September 30, 2021. The increase was primarily due to a $500 million draw on our revolving credit facility during the current year period.

Recently Adopted Accounting Standards and Critical Accounting Policies

Refer to Note 1 of our notes to consolidated financial statements for further discussion on any recently adopted accounting standards. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Transition Report for discussion on our critical accounting policies.

Property Mineral Reserve and Mineral Resource Update for Cortez

Below is certain updated information regarding the estimates of mineral resources and mineral reserves (as such terms are defined in Subpart 1300 of Regulation S-K (“SK1300”)) previously reported by the operator of Cortez and included in our Transition Report on Form 10-KT (“Form 10-KT”) and our Current Report on Form 8-K dated April 12, 2022.

On August 1, 2022, we acquired an additional royalty at Cortez that we refer to as the Cortez Complex Royalty.  The updated disclosures herein reflect the change in Royal Gold’s royalty position on the Cortez property as a result of that acquisition.

We own various royalty positions at Cortez, including: (1) overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR 3, NVR1 and NVR1C); (2) a 1% NVR on a portion of the Goldrush development property (NVR2); and (3) the Cortez Complex Royalty. The Cortez Complex Royalty covers an area including the Cortez mine operational area (including the Fourmile development project owned by Barrick). Refer to footnote 3 in each of the tables below for further detail regarding our royalties at Cortez.

Deductions under the Cortez Complex Royalty are limited to third-party royalties that existed prior to the creation of the royalty in 2008, which include the royalties listed under (1) and (2) above. The Cortez Complex Royalty is not subject to any stepdowns or caps.  Based on the information available to Royal Gold, the Cortez Complex Royalty does not cover the existing deposits in the Robertson property.  

As a result of the acquisition of the Cortez Complex Royalty, there has been an increase of 380% in gold mineral reserves and an increase of 1230% in measured and indicated gold mineral resources attributable to our royalty interests at Cortez beyond the resources and reserves previously disclosed in detail in our Transition Report.  

The disclosures below are derived from the Annual Information Form of Barrick, dated March 18, 2022, attached as Exhibit 99.1 to Barrick’s Annual Report on Form 40-F for the year ended December 31, 2021, which reports resources and reserves for Cortez pursuant to National Instrument 43-101 and CIM Standards, and nonpublic mineral resource and reserve updates provided by Barrick to us specific to the portions of the property to which our legacy royalty interests apply. Measurement units presented in this section are US standard units. There may be rounding differences due to unit conversions.

Table 1 Cortez – Summary of Gold Mineral Resources at December 31, 2021, Based on $1,500 Au (1)(2)(3)

Amount

Tons (M)

Au Grade

opt

Cut-Off Grade

Metallurgical Recovery

Measured Mineral Resources

0.8

0.203

(4)

(4)

Indicated Mineral Resources

28.1

0.099

(4)

(4)

Measured + Indicated Mineral Resources

28.9

0.102

(4)

(4)

Inferred Mineral Resources

47.5

0.159

(4)

(4)

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(1)

Mineral resources are estimated by Barrick as at December 31, 2021, and are shown exclusive of mineral reserves

(2)

Cortez mineral resources as reported by Barrick under its March 18, 2022, filing and separately to us are determined pursuant to CIM Standards.

(3)

We control various royalty positions at Cortez, including (i) the overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR 3, NVR1 and NVR1C), which are equivalent to an approximate 8% gross smelter return royalty and cover 5.7 million tons of measured and indicated mineral resources at an average grade of 0.039 opt;  (ii) NVR2 over a portion of the Goldrush property, which is a 1% NVR covering 1 million tons of indicated resource averaging 0.129 opt and 2.3 million tons of inferred resources grading 0.136 opt. and (iii)  The Cortez Complex Royalty is an effective 1.2% gross royalty on the Cortez Complex at gold prices above $900 per ounce. Our resources for Cortez may vary from other information published by Barrick because we exclude any amounts for areas not covered by our royalties. Our royalties for Cortez cover all metals, but Barrick reports only gold resources for Cortez.

(4)

Specific cutoff grades and metallurgical recoveries used for resource estimates for Cortez have not been disclosed by Barrick.

Table 2 Cortez – Summary of Gold Mineral Reserves at December 31, 2021, Based on $1,200 Au and $16.50 Ag (1)(2)(3)

Amount

Tons (M)

Au Grade

opt

Cut-Off Grade

Metallurgical Recovery

Proven Mineral Reserves

4.0

0.126

(4)

(4)

Probable Mineral Reserves

113.8

0.122

(4)

(4)

Total Mineral Reserves

117.7

0.122

(4)

(4)

contr

(1)

Mineral reserves are estimated by Barrick as at December 31, 2021.

(2)

Cortez mineral reserves are reported by Barrick pursuant to CIM Standards.

(3)

We control various royalty positions at Cortez, including (i) the overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR 3, NVR1 and NVR1C), which are equivalent to an approximate 8% gross smelter return royalty and cover 62.4 million tons of probable reserves at an average grade of 0.048 opt, (ii) (ii) NVR2 over a portion of the Goldrush property, which is a 1% NVR covering 5.4 million tons of probable reserves averaging 0.208 opt and (iii)   The Cortez Complex Royalty is an effective 1.2% gross royalty on the Cortez Complex at gold prices above $900 per ounce. Our reserves for Cortez may vary from other information published by Barrick because we exclude any amounts for areas not covered by our royalties. Our royalties for Cortez cover all metals, but Barrick reports only gold reserves for the property.

(4)

Reserves have been estimated based on an assumed gold price of $1,200 per ounce and an assumed silver price of $16.50 per ounce. Specific cutoff grades and metallurgical recoveries used for mineral reserve estimates for Cortez have not been disclosed by Barrick.

Forward-Looking Statements

This report and our other public communications include “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements.

Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statement regarding the following: volatility of metal prices and factors impacting same; our expected financial performance and outlook, including sales volume, revenue, expenses, tax rates, earnings or cash flow; operators’ expected operating and financial performance, including production, deliveries, mine plans, mine lives, facilities, mineral resources and reserves, access to and adequacy of water sources, development, cash flows, capital expenditures, and permitting and environmental impact studies; effects of the pandemic; estimates of fair value and potential impairments; tax changes; deferral of silver ounces from Pueblo Viejo; impact on stream deliveries due to rainfall and the resulting temporary shutdown of operations at Andacollo; anticipated stronger performance at Cortez for the fourth quarter of 2022; adequacy of our current financial resources and funds from operations to cover anticipated expenditures for the foreseeable future; seeking additional debt or equity

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financing as necessary; borrowing and repaying amounts under our revolving credit facility; and disclosure controls and procedures and internal controls over financial reporting.

The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, a lower-price environment for gold, silver, copper, nickel or other metals; operating activities or financial performance of operators, including inaccuracies in the operator’s disclosures, variations between actual and forecasted performance, the operator’s ability to complete projects on schedule and as planned, the operator’s changes to mine plans and reserves and resources, the operator’s liquidity needs, mining hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, contractual issues involving our royalty agreement, or operational disruptions due to public health crises; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; risks associated with doing business in foreign countries; increased competition for stream and royalty interests; effects of global and regional economic and market conditions, including as a result of government policies, war, natural disasters, and public health issues; changes in laws or regulations governing us, operators or operating properties; changes in management and key employees; the risk that any announcement relating to an acquisition could have adverse effects on the market price of Royal Gold’s common stock; the risk of litigation related to acquisitions; and the diversion of management time from ongoing business operations due to acquisition-related issues; and other factors described in our reports filed with the Securities and Exchange Commission, including our Transition Report.  Most of these factors are beyond our ability to predict or control.  Other unpredictable or unknown factors not discussed in this presentation could also have material adverse effects on forward looking statements.  

Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any

forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings and cash flows are significantly impacted by changes in the market price of gold and other metals. Gold, silver, copper, and other metal prices can fluctuate significantly and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events, inflation and the strength of the U.S. dollar relative to other currencies. Please see the risk factor entitled “Our revenue is subject to volatility in metal prices, which could negatively affect our results of operations or cash flow.” under Part I, Item 1A of our Transition Report, for more information about risks associated with metal price volatility.

During the nine months ended September 30, 2022, we reported revenue of $440.2 million, with an average gold price for the period of $1,824 per ounce, an average silver price of $21.92 per ounce, and an average copper price of $4.11 per pound. The table below shows the impact that a 10% increase or decrease in the average price of the specified metal would have had on our total reported revenue for the nine months ended September 30, 2022:

Metal

Percentage of Total Reported Revenue Associated with Specified Metal

Amount by Which Total Reported Revenue Would Have Increased or Decreased If Price of Specified Metal Had Averaged 10% Higher or Lower in Period

Gold

73%

$32.8 million

Copper

12%

$9.7 million

Silver

11%

$2.5 million

ITEM 4.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial and accounting officer), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2022, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Royal Gold have been detected.

PART II.    OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

None.

ITEM 1A.    RISK FACTORS

There have been no material changes to the risk factors included in the section entitled “Risk Factors” of our Transition Report.

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ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Period

(a) Total Number of Shares Purchased(1)

(b) Average Price Paid Per Share

(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs

July 2022

N/A

N/A

August 2022

N/A

N/A

September 2022

N/A

N/A

Total

$0.00

N/A

N/A

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5.     OTHER INFORMATION

None.

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ITEM 6.     EXHIBITS

Exhibit
Number

    

Description

3.1

Amended and Restated Bylaws of Royal Gold, Inc. (filed as Exhibit 3.1 of the Current Report on Form 8-K on August 26, 2022, and incorporated herein by reference)

10.1

Royalty Sale and Purchase Agreement, dated August 1, 2022, between Royal Gold, Inc. and its wholly owned subsidiary RG Royalties, LLC, as purchaser parties, and Kennecott Royalty Company, as seller (filed as Exhibit 10.1 of the Current Report on Form 8-K on August 2, 2022, and incorporated herein by reference).

Certain portions of this Exhibit were redacted pursuant to Item 601 (b)(10) of Regulations S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1‡

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2‡

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*

The following financial statements from Royal Gold, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, 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.

104*

The cover page from Royal Gold, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (included as Exhibit 101).

*

Filed herewith.

Furnished herewith.

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SIGNATURES

Pursuant to the requirements 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.

ROYAL GOLD, INC.

Date: November 3, 2022

By:

/s/ William Heissenbuttel

William Heissenbuttel

President and Chief Executive Officer

(Principal Executive Officer)

Date:  November 3, 2022

By:

/s/ Paul Libner

Paul Libner

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

35