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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): April 12, 2022

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ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

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

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(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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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. ☐

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Item 2.02Results of Operations and Financial Condition.

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On April 12, 2022, Royal Gold, Inc. (“Royal Gold,” “we,” “our” or “us”) issued a press release with guidance for the fiscal year ending December 31, 2022, and certain operating information about Royal Gold’s quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

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The information furnished under this Item 2.02, including the exhibit, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by reference to such filing.

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Item 8.01 Other Events

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Royal Gold is also filing this Current Report to provide 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 operators of four of our material properties and included in our Transition Report on Form 10-KT (“Form 10-KT”). As discussed in the Form 10-KT, as a company owning royalty and streaming interests in mining properties owned by third parties, we have relied on certain exemptions from filing certain information required by SK1300. The updated information provided herein was not available to us until after the filing of our Form 10-KT. Therefore, the mineral resource and mineral reserve estimates for the four properties provided in this Current Report supersedes the mineral resource and mineral reserve information disclosed with respect to these properties in the Form 10-KT.

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We have determined that seven of our stream and royalty interests are material to our business under SK1300: Andacollo, Cortez, Khoemacau, Mount Milligan, Peñasquito, Pueblo Viejo, and Wassa. We sometimes refer to these properties as our material, or principal, properties. In making this determination, we considered historical and estimated future revenue. Estimated future revenue is based on several factors, including mineral reserves subject to our stream and royalty interests, production estimates, feasibility studies, technical reports, metal price and mine life assumptions.

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We are providing updated summary and individual property information regarding the mineral resource and mineral reserve estimates as of December 31, 2021, reported by the operators of four of our material properties, which information was not available to us until after the filing of our Form 10-KT: Andacollo, Cortez, Mount Milligan and Peñasquito. We are also updating the summary tables for information as of December 31, 2021, reported by the operators of nonmaterial properties to the extent we received the information after the filing of our Form 10-KT. The information regarding the mineral resource and mineral reserve estimates included in this Current Report for Andacollo, Mount Milligan, and Peñasquito are as reported by the operators of these properties. The mineral resource and mineral reserve estimates for Cortez are based on nonpublic information specific to our royalty area provided to us by the operator of the property.

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Mineral resource estimates reported as of December 31, 2021, as compared to mineral resource estimates reported as of December 31, 2020 and included in our Form 10-KT: increased at Andacollo, primarily due to improved economic assumptions related to operational costs, higher gold prices, and adjustments in mine design; increased at Mount Milligan primarily because the operator updated its estimates following the completion of in-fill drilling; decreased at Peñasquito primarily due to the operator’s design updates; and remained largely unchanged at Cortez.  

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Mineral reserve estimates reported as of December 31, 2021, as compared to mineral reserves estimates reported as of December 31, 2020, and included in our Form 10-KT: decreased at Andacollo, Mount Milligan and Peñasquito primarily due to mining depletion; and decreased slightly at Cortez as mining depletion was largely offset by replacement.

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Measurement units presented in this document are US standard units. There may be small rounding differences due to unit conversions. Additional specific mineral reserve and mineral resource information on certain of our material properties is available under Material Properties, below.

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Royal Gold owns metal streams and royalties for properties with a broad geographic distribution. Estimates of mineral resources and mineral reserves for these properties are tabulated based on the most recent disclosure presented by each of the individual operators of these properties, at dates and metal prices and grade and recovery assumptions specific to each mineral resource and mineral reserve estimate. It is not possible for Royal Gold to update or modify the individual estimates for these properties because we do not have access to sufficient technical data required to do so. The summary of mineral resources table is exclusive of mineral reserves and aggregated by metal and by geographic area. The summary of mineral reserves table is aggregated by metal and by geographic area. Our material properties (Andacollo, Cortez, Khoemacau, Mount Milligan, Peñasquito, Pueblo Viejo, and Wassa) and properties with mineral resources and mineral reserves that represent over 10% of the aggregate mineral resources or reserves that generate our stream or royalty interests (Peñasquito and Red Chris) are listed individually.

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Mineral resources and mineral reserves are presented for the properties or portions of the properties that generate our stream and royalty interests without regard to the specific percentage of Royal Gold’s stream and royalty interest. In cases where our stream or royalty interest covers only a portion of a property, only the covered portion of the mineral resource or mineral reserve is included in the summary.

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Summary Mineral Resources (1)(2)(3)(4)

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Summary Mineral Reserves (1)(2)(3)(4)

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The operators of the properties in which we hold stream and royalty interests generally prepare production and mineral reserve estimates for the properties. We do not independently prepare or verify this information, and we do not have access to sufficient data to do so. There are numerous uncertainties inherent in these estimates, many of which are outside the operators’ control. As a result, production and mineral reserve estimates are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data, geologic and mining conditions, metallurgical recovery, metal prices, operating costs, capital expenditures, development and reclamation costs, mining technology improvements, and the effects of government regulation. If any of the assumptions that operators make in connection with production or mineral reserve estimates are incorrect, actual production could be significantly lower than the production or mineral reserve estimates, which could adversely affect our future revenue and the value of our investments. In addition, if operators’ estimates with respect to the timing of production are incorrect, we may experience variances in expected revenue from period to period.

Some operators also report publicly or to us estimates of mineral resources. Mineral resources are subject to future exploration and development and associated risks and may never convert to future reserves. In addition, estimates of mineral resources are subject to similar uncertainties and assumptions as discussed above with respect to mineral reserves.

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Updated Mineral Reserve and Resource Information for Certain Material Properties

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The disclosures below regarding four of our material properties – Andacollo, Cortez, Mount Milligan and Peñasquito – are intended to provide updated mineral reserve and resource information as of December 31, 2021. This updated information is derived from (i) publicly available reports of the operators for Andacollo and Mount Milligan (reported pursuant to National Instrument 43-101 (“NI 43-101”) and 2014 Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards and 2019 Best Practice Guideline (“CIM Standards”)); (ii) publicly available reports of the operator for Peñasquito (reported pursuant to SK 1300); and (iii) nonpublic reports provided to Royal Gold by the operator for Cortez (pursuant to NI 43-101 and CIM Standards).

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Andacollo

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Under the Long-Term Offtake Agreement dated July 9, 2015, between CMCA and our wholly owned subsidiary, RGLD Gold AG (“RGLD Gold”), RGLD Gold owns the right to purchase 100% of the gold produced from the Andacollo copper-gold mine until 900,000 ounces of payable gold have been delivered, and 50% thereafter. The cash purchase price equals 15% of the monthly average gold price for the month preceding the delivery date for all gold purchased. As of December 31, 2021, approximately 299,000 ounces of payable gold have been delivered to RGLD Gold.

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Although Andacollo is primarily a copper mine, Royal Gold’s stream agreement covers only gold and not copper production.  We provide certain information on copper resources and reserves and production methods in order to provide a better understanding of the operation.

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The disclosures below regarding Andacollo are derived from the Teck Resources Limited Annual Information Form, dated February 28, 2022, attached as Exhibit 99.1 to the Annual Report on Form 40-F for the year ended December 31, 2021, of Teck Resources Limited (“Teck”).

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Mineral Resources and Mineral Reserves for Andacollo

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Table 1 Andacollo – Summary of Gold Mineral Resources at December 31, 2021, Based on $1,500 Au, $3.00 Cu (1)(2)(3)(4)(5)(6)

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Table 2 Andacollo – Summary of Gold Mineral Reserves at December 31, 2021, Based on $1,500 Au, $3.00 Cu (1)(2)(3)(4)(5)

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Change in Mineral Resources and Mineral Reserves from Prior Year for Andacollo

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The previous mineral resources and mineral reserves reported by Teck were as of December 31, 2020. There was a 6.6% decrease in gold mineral reserves year over year and a 14% increase in gold mineral resources year over year. Teck reported that the reduction in mineral reserves was a result of depletion from normal mining activities, the transfer back to mineral resources, and lower processing recoveries. Teck reported that the increase in mineral resources was a result of improved economic assumptions related to operational costs, higher gold prices, and adjustments in mine designs.

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Cortez

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The disclosures below regarding Cortez are derived from the Annual Information Form of Barrick Gold Corporation (“Barrick”), dated March 18, 2022, attached as Exhibit 99.1 to the Annual Report on Form 40-F for the year ended December 31, 2021, which reports resources and reserves pursuant to NI 43-101 and CIM Standards, and nonpublic mineral resource and reserve updates provided by Barrick to us specific to the portions of our property to which our royalty interests apply.

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The royalty interests we hold at Cortez include GSR1, GSR2, GSR3, NVR1 and NVR1C, explained in detail in the Form 10-KT. On average, above a gold price of $470 per ounce after the relevant deductions, the combined royalty interests of GSR1, GSR2, GSR3, NVR1 and NVR1C are equivalent to an approximate 8% gross smelter return royalty to Royal Gold.

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We also own three additional royalties in the Cortez area where there is currently no production and no mineral reserves or mineral resources attributed to these royalty interests.

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Resources and Reserves for Cortez

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

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

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Change in Mineral Resources and Mineral Reserves from Prior Year for Cortez

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The last mineral resources and mineral reserves reported by the operator were as of December 31, 2020. There has been a 1.3% reduction in gold mineral reserves year over year, and a 110,000-ounce increase in measured and indicated gold mineral resources. Barrick disclosed that mining depletion during the year was largely offset by mineral reserves replacement.

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Mount Milligan

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Under the Amended and Restated Purchase and Sale Agreement dated December 14, 2011, between Terrane Metals Corp., an indirect subsidiary of Centerra Gold Inc. (“Centerra”), and RGLD Gold, as amended, RGLD Gold owns the right to purchase 35% of the payable gold and 18.75% of the payable copper produced from the Mount Milligan mine. The cash purchase price for gold is equal to the lesser of $435 per ounce, with no inflation adjustment, or the prevailing market price when purchased. The cash purchase price for copper is 15% of the spot price. As of December 31, 2021, approximately 607,500 ounces of payable gold and 57.9 million pounds of payable copper have been delivered to RGLD Gold.

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The disclosures below regarding Mount Milligan are derived from the Technical Report on the Mount Milligan Mine, dated March 26, 2020, reported pursuant to NI 43-101 and CIM Standards, and Annual Information Form, dated March 21, 2022, of Centerra Gold Inc. (“Centerra”), attached as Exhibit 99.1 to Centerra’s Annual Report on Form 40-F for the year ended December 31, 2021.

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Mineral Resources and Mineral Reserves for Mount Milligan

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Table 1 Mount Milligan – Summary of Copper and Gold Mineral Resources at December 31, 2021, Based on $3.50 Cu and $1,550 Au (1)(2)(3)

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Table 2 Mount Milligan – Summary of Copper and Gold Mineral Reserves at December 31, 2021, Based on $3.00 Cu and $1,350 Au (1)(2)(3)

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Change in Mineral Resources and Mineral Reserves from Prior Year for Mount Milligan

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The last mineral resources and mineral reserves reported by Centerra were as of December 31, 2020. Reserves as of December 31, 2021, decreased by 14% for gold and 12% for copper from the prior year. Measured and indicated mineral resources as of December 31, 2021, increased from the prior year by 98% for gold and 87% for copper. Centerra reported that the reduction in mineral reserves was primarily due to mining depletion, and the increase in measured and indicated mineral resources resulted from an updated mineral resource estimate upon the completion of the 2021 in-fill drilling program.

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Peñasquito

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Under the Termination of Property Rights Agreement dated May 5, 1999 between Kennecott Exploration Company, Minera Kennecott S.A. de C.V. (together, “Kennecott”), Western Copper Holdings Ltd and Minera Western Copper S.A. de C.V., and assigned by Kennecott to Royal Gold in 2006, and as supplemented in 2012, we own a production payment equivalent to a 2.0% net smelter return royalty on all metal production from the Peñasquito open-pit mine, located in the State of Zacatecas, Mexico, and operated by a subsidiary of Newmont Corporation (“Newmont”).

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The disclosures below regarding Peñasquito are derived from the Peñasquito Operations, Mexico, Technical Report Summary, filed by Newmont as Exhibit 96.1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Newmont TRS”), dated February 17, 2022. In accordance with Section 1302(b)(3) of SK1300, references to the Newmont TRS shall not be deemed to incorporate the Newmont TRS into this Current Report by reference.

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Mineral Resources and Mineral Reserves for Peñasquito

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Table 1 Peñasquito – Summary of Gold, Silver, Lead, and Zinc Mineral Resources at December 31, 2021, Based on $1,400 Au, $23.00 Ag, $1.10 Pb, and $1.40 Zn (1)(2)(3)(4)(5)

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Table 2 Peñasquito – Summary of Gold, Silver, Lead, and Zinc Mineral Reserves at December 31, 2021, Based on $1,200 Au, $20,00 Ag, $0.90 Pb, and $1.15 Zn (1)(2)(3)

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Change in Mineral Resources and Mineral Reserves from Prior Year for Peñasquito

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The last mineral resources and mineral reserves reported by Newmont were as of December 31, 2020. There was an 11% reduction in gold mineral reserves, an 8% reduction in silver mineral reserves, and a 26% reduction in measured and indicated gold and silver mineral resources from the prior period. Newmont reported that the reduction in mineral reserves is primarily a result of mining depletion and the reduction in mineral resources is due to design updates at Peñasquito.

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Statements Regarding Third-Party Information: The disclosures herein relating to properties and operations on the properties in which Royal Gold holds stream or royalty interests are based primarily on information publicly disclosed by the operators of these properties and information available in the public domain as at the date hereof. Royal Gold does not independently prepare or verify this information and, as the holder of the stream or royalty interest, does not have access to the properties or operations or to sufficient data to do so. Additionally, Royal Gold may from time to time receive information from the operators of the properties that is not publicly disclosed by the operators and that Royal Gold is not permitted itself to disclose to the public. Royal Gold is dependent on the operators of the properties to provide information to Royal Gold. Although Royal Gold does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Royal Gold’s stream or royalty interests often cover only a portion of the publicly reported mineral reserves, mineral resources, and production of a property or operation and information publicly reported by operators may relate to a larger property or operation than the area covered by Royal Gold’s stream or royalty interest. There are numerous uncertainties inherent in estimates of mineral reserves, mineral resources and production, many of which are outside the operators’ control. As a result, estimates of mineral reserves, mineral resources, and production are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data, geologic and mining conditions, metallurgical recovery, metal prices, operating costs, capital expenditures, development and reclamation costs, mining technology improvements, and the effects of government regulation. If any of the assumptions that operators make in connection with estimates of mineral reserves, mineral resources, or production are incorrect, actual production could be significantly lower than estimated, which could adversely affect Royal Gold’s future revenue and the value of its investments. In addition, if operators’ estimates with respect to the timing of production are incorrect, Royal Gold may experience variances in expected revenue from period to period.

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Item 9.01     Financial Statements and Exhibits.

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(d) Exhibits

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SIGNATURES

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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 hereunto duly authorized.

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