Exhibit 10.1

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into, effective , 2023, by and between, ROYAL GOLD, INC., a Delaware corporation (the ”Company”), and (“Indemnitee”).

Recitals

Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities as directors.

B.	Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors or officers.

The Board of Directors of the Company (the “Board”) has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as directors or officers of the Company and, in some cases, an officer or director of one or more of its Controlled Affiliates, that this situation is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such directors and officers that there will be increased certainty of adequate protection in the future.

It is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such directors and officers to the fullest extent permitted by applicable law in order to induce them to serve or continue to serve as directors or officers of the Company or its Controlled Affiliates.

E.	Indemnitee’s willingness to continue to serve in his or her current capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her to the fullest extent permitted by the laws of the State of Delaware and upon the other undertakings set forth in this Agreement.

In recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service, and to enhance Indemnitee’s ability to serve the Company or a Controlled Affiliate in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of any amendment to the Company’s Certificate of Incorporation or Bylaws or of the articles, notice of articles or bylaws of any applicable Controlled Affiliate (collectively, the “Constituent Documents”), any Change of Control (as defined in Section 1(a)) or any change in the composition of the Board), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement.

Now, therefore, for and in consideration of the foregoing premises, Indemnitee’s agreement to continue to serve the Company and/or a Controlled Affiliate of the Company, in his or her current capacity and the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1.	Certain Definitions — In addition to terms defined elsewhere herein, the following terms shall have the respective meanings indicated below when used in this Agreement:

(a)

“Change of Control” shall mean the occurrence of any of the following events:

(i)

The acquisition after the date of this Agreement by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a ”Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then outstanding shares of common stock of the Company (the ”Outstanding Company Common Stock”) or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (i), the following acquisitions shall not constitute a Change of Control:

(A)

any acquisition directly from the Company or any Controlled Affiliate of the Company;

(B)

any acquisition by the Company or any Controlled Affiliate of the Company;

(C)

any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Controlled Affiliate of the Company; or

(D)

any acquisition by any entity or its security holders pursuant to a transaction that complies with clauses (A), (B), and (C) of paragraph (iii) below;

(ii)

Individuals who, as of the date of this Agreement, constitute the Board (collectively, the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director of the Company subsequent to the date of this Agreement and whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the then Incumbent Directors, shall be considered as an Incumbent Director, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual

or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)

The Company enters into an agreement that would result in a reorganization, arrangement, amalgamation, merger, business combination, consolidation, sale or other disposition of all or substantially all the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), unless, in each case, in connection with such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or the corporation resulting from such Business Combination and any Person referred to in clause (D) of paragraph (i) above) beneficially owns, directly or indirectly, 15% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership of the Company existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(iv)

Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company;

(iv)

Any person publicly announces his, her or its intention to engage in a proxy contest, consent contest or contested election relating to the election or removal of directors, a possible Business Combination or otherwise; or

(v)

The occurrence of any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) under

the Exchange Act, whether or not the Company is then subject to such reporting requirement.

(b)

“Claim” shall mean (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding (including any cross claim or counterclaim in any action, suit or proceeding), whether civil, criminal, administrative, arbitrative, investigative or other and whether made pursuant to federal, state, provincial, territorial or other law (including corporate and securities laws); and (ii) any inquiry or investigation (including discovery), whether made, instituted or conducted by the Company, a Controlled Affiliate or any other party, including any federal, state, provincial, territorial or other governmental entity, that Indemnitee in good faith believes might lead to the institution of any such claim, demand, action, suit or proceeding.

(c)

“Controlled Affiliate” shall mean any corporation, company, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided, however, that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute “control” for purposes of this definition.

(d)

“Disinterested Director” shall mean a director of the Company who is not a party to the Claim with respect to which indemnification is sought by Indemnitee.

(e)

“Expenses” shall mean all costs, expenses (including attorneys’ and experts’ fees and expenses) and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim relating to an Indemnifiable Claim.

(f)

“Indemnifiable Claim” shall mean any Claim based upon, arising out of or resulting from any of the following:

(i)

Any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the Company or as a director, officer, employee, member, manager, trustee, fiduciary or agent (collectively, a ”Representative”) of any Controlled Affiliate or other corporation, company, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise, whether

or not for profit, as to which Indemnitee is or was serving at the request of the Company as a Representative;

(ii)

Any actual, alleged or suspected act or failure to act by Indemnitee with respect to any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this Section 1(f); or

(iii)

Indemnitee’s status as a current or former director or officer of the Company or as a current or former Representative of the Company or any other entity or enterprise (including a Controlled Affiliate) referred to in clause (i) of this Section 1(f) or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status.

In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a Representative of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee, fiduciary or agent of such entity or enterprise and (A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate or (C) the Company or a Controlled Affiliate directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g)

“Indemnifiable Losses” shall mean any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(h)

“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and, as of the time of selection with respect to any Indemnifiable Claim, is not nor in the past five years has been retained to represent (i) the Company or any of its Controlled Affiliates or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or other indemnitees under similar indemnification agreements) or (ii) any other party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i)

“Losses” means any and all Expenses, damages (including consequential, special, punitive, exemplary, aggravated and the multiplied portion of any damages), losses, liabilities, judgments, payments, fines, penalties (whether civil, criminal or other), awards and amounts paid in settlement (including all interest,

assessments and other charges paid or incurred in connection with or with respect to any of the foregoing).

Indemnification Obligation — Subject to Sections 3 and 9, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses.

3.	Exclusions — Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any Claim involving Indemnitee:

(a)

for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess Losses beyond the amount paid under any insurance policy or other indemnity provision; or

(b)

for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback agreement, award or policy of the Company, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c)

except as provided in Sections 5 and 24 of this Agreement, in connection with any Claim initiated by Indemnitee, including any Claim initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Claim prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Advancement of Expenses — Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee and as to which Indemnitee provides supporting documentation. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard

of conduct. Without limiting the generality or effect of the foregoing, within 15 calendar days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses or (c) reimburse Indemnitee for such Expenses; provided, however, that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, (x) were in excess of amounts paid or incurred by Indemnitee with respect to Expenses relating to, arising out of or resulting from such Indemnifiable Claim, or (y) that Indemnitee receives from insurance or other compensation or reimbursement payments from any insurer or third party in respect of the same subject matter. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 4 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 3.

Indemnification for Additional Expenses — Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 15 calendar days of such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, any and all Expenses paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company or any Controlled Affiliate, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) that remains unspent at the final disposition of the Claim to which the advance related.

Indemnification For Expenses of a Witness — Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of an Indemnifiable Claim, a witness or otherwise asked to participate in any Claim to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Partial Indemnity — If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Procedure for Notification — To obtain indemnification under this Agreement with respect to an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company (or a Controlled Affiliate, if applicable) has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company (or a Controlled Affiliate, if applicable) shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company (or a Controlled Affiliate, if applicable) shall provide to Indemnitee a copy of such notice delivered to the applicable insurers and copies of all subsequent correspondence between the Company (and the Controlled Affiliate, if applicable) and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company (or a Controlled Affiliate, if applicable). The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company (or any of its Controlled Affiliate(s), if applicable) of substantial defenses, rights or insurance coverage.

Determination of Right to Indemnification —

(a)

To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in paragraph (b) below) shall be required. Indemnitee is presumed to have been successful on the merits for any Indemnifiable Claim that is resolved in any manner other than by adverse judgment against Indemnitee, including, without limitation, settlement of such Indemnifiable Claim (with or without payment of money or other consideration). Any person seeking to overcome this presumption shall have the burden of proof.

(b)

To the extent that the provisions of Section 9(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows:

(i)

If a Change of Control has not occurred, or if a Change of Control has occurred but Indemnitee has requested that the Standard of Conduct Determination be made pursuant to this clause (i):

(A)

By a majority vote of the Disinterested Directors, even if less than a quorum of the Board;

(B)

If such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors; or

(C)

If there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and

(ii)

If a Change of Control has occurred and Indemnitee has not requested that the Standard of Conduct Determination be made pursuant to clause (i) above, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 15 calendar days of such request, accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person making such Standard of Conduct Determination.

(c)

The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 9(b) to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 9(e) to make such determination and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 9(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons

making such determination in good faith requires such additional time to obtain or evaluate documentation or information relating thereto.

(d)

If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 9(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses or (iii) Indemnitee has been determined or deemed pursuant to Section 9(b) or (c) to have satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within 15 calendar days after the later of (x) the Notification Date with respect to the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Loses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

(e)

If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(i), the Independent Counsel shall be selected by the Board and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent Counsel shall be selected by Indemnitee and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h) and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice

pursuant to the first sentence of this Section 9(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 9(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 9(b).

10.

Presumption of Entitlement — In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall in and of itself be a defense to any Claim by Indemnitee for indemnification by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

11.

No Other Presumption — For purposes of this Agreement, and unless a court of competent jurisdiction otherwise has held or decided that Indemnitee is not entitled to indemnification hereunder, in full or in part, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, shall not, in and of itself, create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

12.

Non-Exclusivity — The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Constituent Documents, the substantive laws of the State of Delaware, or any other contract or otherwise (collectively, “Other Indemnity Provisions”). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Constituent Documents and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Subject to Section 15, the assertion or

employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

13.

Liability Insurance and Funding — For the duration of Indemnitee’s service as a director or officer of the Company or a Controlled Affiliate, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, to the extent the Company (or a Controlled Affiliate, if applicable) maintains policies of directors’ and officers’ liability insurance providing coverage for directors and officers of the Company (or a Controlled Affiliate, if applicable), Indemnitee shall be covered by such policies, in accordance with their terms, to the maximum extent of the coverage available for any other director or officer of the Company (or a Controlled Affiliate, if applicable). Upon request of Indemnitee, the Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, no discontinuation or significant reduction in the scope or amount of coverage from one policy period to the next shall be effective (a) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (b) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company (or a Controlled Affiliate, if applicable), Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers (and a Controlled Affiliate’s directors and officers, if applicable) most favorably insured by such policy. The Company may, in its sole discretion, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

14.

Subrogation — In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

15.

No Duplication of Payments — The Company shall not be liable under this Agreement to make any payment to Indemnitee with respect to any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents or Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) with respect to such Indemnifiable Losses otherwise indemnifiable hereunder.

16.	Defense of Claims — The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably

satisfactory to Indemnitee; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel with respect to any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to (i) any settlement that does not provide a complete and unconditional release of Indemnitee or (ii) any settlement which imposes a monetary payment obligation upon Indemnitee which is not being paid in full by the Company, insurance coverage or any other party for the benefit of Indemnitee.

17.	Successors and Binding Agreement —

(a)

The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.

(b)

This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors.

(c)

This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and

17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

18.

Duration of Agreement — This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director, officer or other Representative of the Company, a Controlled Affiliate or any other entity or enterprise referred to in clause (i) of Section 1(f); or (b) one (1) year after the final termination (including the exhaustion of all appeals) of any proceeding then pending in respect of an Indemnifiable Claim and of any proceeding commenced by Indemnitee pursuant to Section 24 of this Agreement relating thereto.

19.

Notices — For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. Notices sent by electronic transmission to the Company shall be sent to [email protected].

20.

Governing Law — The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

21.

Validity — If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be deemed reformed to the extent necessary to make it enforceable, valid or legal and to give the maximum effect to the original intent of the parties hereto. In the event that any court or other adjudicative body of competent jurisdiction shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding

sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

22.

Amendments; Waivers — No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

23.

Complete Agreement; Prior Agreement — No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. This Agreement amends and restates any prior indemnification agreement between the Company and Indemnitee.

24.

Legal Fees and Expenses — It is the intent of the Company that Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.

Notwithstanding any provision of this Agreement, the Company shall not be required to make any payments to Indemnitee pursuant to this Section 24 for any expenses,

including attorneys’ and related fees, incurred by Indemnitee with respect to any action instituted (a) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was made in bad faith or was frivolous, or (b) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines that each of the material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous.

25.	Certain Interpretive Matters —

(a)

No provision of this Agreement shall be interpreted in favor of, or against, either of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

(b)

It is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

(c)

All references in this Agreement to Sections, paragraphs, clauses and other subdivisions refer to the corresponding Sections, paragraphs, clauses and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Sections, subsections or other subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires.

26.

Independent Legal Advice — Indemnitee acknowledges having been advised to obtain independent legal advice with respect to entering into this Agreement, that Indemnitee has obtained such independent legal advice or has expressly determined not to seek such advice, and that Indemnitee is entering into this Agreement with full knowledge of the contents hereof, of Indemnitee’s own free will and with full capacity and authority to do so.

27.	Counterparts — This Agreement may be executed in one or more counterparts (including electronic counterparts and electronic signatures), each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, Indemnitee has executed, and the Company has caused its duly authorized representative to execute, this Agreement effective as of the date first above written.

	COMPANY
	Address:

	By:
	Name:
	Title:

	INDEMNITEE
	Address:

	[NAME]

[Signature Page to Indemnification Agreement]

Exhibit 99.1

Royal Gold Reports a Strong Finish to Calendar 2022 with Solid Operating and Financial Results for the Fourth Quarter of 2022

DENVER, COLORADO. FEBRUARY 15, 2023: ROYAL GOLD, INC. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold,” the “Company,” “we,” “us,” or “our”) reports net income of $239.0 million, or $3.63 per share, for the year ended December 31, 2022, on revenue of $603.2 million and operating cash flow of $417.3 million. Adjusted net income¹ was $226.1 million, or $3.43 per share.

For the quarter ended December 31, 2022 (“fourth quarter”), net income of $56.4 million, or $0.86 per share, was reported on revenue of $163.0 million and operating cash flow of $101.0 million. Adjusted net income¹ was $59.7 million, or $0.91 per share.

Production volume of 335,100 GEOs² for 2022 was within the guidance range of 315,000 to 340,000 GEOs. On a comparable basis, at previously-provided guidance prices³ and after excluding the contribution of royalty ounces for transactions completed during 2022⁴, production volume for 2022 was within the top half of the the guidance range at approximately 333,700 GEOs.

“Our solid fourth quarter results capped off another very successful year for Royal Gold,” commented Bill Heissenbuttel, President and CEO of Royal Gold. “We manage our business adhering to a long term strategy that considers adding growth by acquiring high quality assets, funding that growth with limited equity dilution, maintaining a strong balance sheet and liquidity, and increasing our capital return to shareholders. Our activities in 2022 were consistent with that strategy, with several notable achievements:

●

We added high-quality and long life assets to the portfolio with the acquisition of additional royalty interests at the Cortez Complex and a royalty on the Great Bear project.

●

We grew our exposure to the Khoemacau project by increasing our silver stream from 90% to 100% of payable silver.

●

We funded our acquisitions and investments using cash on hand and our revolving credit facility and did not dilute shareholders by issuing equity.

●

We ended the year with total liquidity of approximately $550 million.

●

We raised our dividend for the 22^nd consecutive year and were added to the S&P High Yield Dividend Aristocrats Index.

Our portfolio also performed well in 2022. Despite the expected fall in GEO production, we achieved our GEO guidance and we saw mine life extensions at Mount Milligan and Rainy River, as well as advances at

2022 Highlights:

●

Revenue of $603.2 million, operating cash flow of $417.3 million, and earnings of $239.0 million

●

Revenue split: 73% gold, 11% silver, 12% copper

●

Production volume of 335,100 GEOs, within the guidance range of 315,000-340,000 GEOs⁴

●

Acquired two royalties on the world-class Cortez Complex in Nevada

●

Acquired royalty on the emerging Great Bear project in Ontario

●

Khoemacau stream rate increased to 100% of payable silver

●

Achieved full repayment of advance stream deposit at Mount Milligan in British Columbia

●

Added to S&P High Yield Dividend Aristocrats Index

●

Issued inaugural ESG Report

Fourth Quarter 2022 Highlights:

●

Increased dividend for the 22^nd consecutive year to $1.50 per share, a 7% increase over the prior year

●

Updated Mount Milligan life of mine plan extends life to 2033

●

Acquired Idaho Royalty on the Cortez Complex

●

Khoemacau achieved target production rate

¹ Adjusted net income, adjusted net income per share and adjusted EBITDA margin are non-GAAP financial measures. See Schedule A of this press release for additional information, including a detailed description of adjustments to net income.

² See Schedule A of this press release for additional information about gold equivalent ounces, or GEOs.

³ 2022 actual volume was approximately 336,600 GEOs at commodity price assumptions used to set 2022 guidance of: $1,800/oz gold, $22.50/oz silver, $4.25/lb copper, $8.50/lb nickel, $0.95/lb lead, $1.25/lb zinc.

⁴ Approximately 3,000 GEOs were produced from the Cortez Complex royalty interests acquired in 2022, which were not included in the 315,000 to 340,000 GEO guidance range.

several other projects within the portfolio that are expected to provide further organic growth in the near to medium term. Our margins remained strong throughout the year, and our unique business model continued to provide shareholders with precious metal leverage without direct exposure to cost inflation.”

Recent Portfolio Developments

Principal Property Updates

Khoemacau Achieves Ramp-Up to Target Production

According to Khoemacau Copper Mining (Pty.) Limited (“KCM”), at the Khoemacau project in Botswana, the ramp-up of operations to the target production rate of 3.65 million tonnes per annum (10,000 tonnes per day) was achieved in December 2022, with mining operations continuing at nameplate capacity through January 2023. KCM also reported that all key operating and cost parameters are in line with expectations.

KCM continues to expect that Khoemacau will produce an average of 155,000 to 165,000 tonnes of high-grade copper and silver concentrate per year from Zone 5, containing approximately 60,000 to 65,000 tonnes of payable copper and 1.8 to 2.0 million ounces of payable silver per year over an approximate 20-year mine life.

Plant Expansion Project in Commissioning Phase and Significant Reserve Addition at Pueblo Viejo

On February 15, 2023, Barrick Gold Corporation (“Barrick”) reported continued progress on the plant expansion and mine life extension project at Pueblo Viejo in the Dominican Republic.

With respect to the plant expansion, Barrick reported that processing of first ore and commissioning of the new plant infrastructure is expected to be substantially complete during the first quarter of 2023. With respect to the mine life extension, Barrick disclosed that social, environmental and technical studies for the additional tailings storage capacity continued to advance, and an Environmental and Social Impact Assessment (“ESIA”) for the proposed new Naranjo tailings storage facility (“TSF”) had been submitted to the relevant authorities in the fourth quarter. Barrick expects the Government of the Dominican Republic’s decision on the ESIA during the first half of 2023.

Barrick also reported that a pre-feasibility study on the Naranjo TSF was completed during the fourth quarter, which allowed the addition of 6.5 million ounces of attributable proven and probable reserves (60% basis), net of depletion, and extend the mine life beyond 2040. Barrick further reported that drilling and site investigation continues to allow for a feasibility level design by the end of 2023.

Silver stream deliveries were approximately 337,900 ounces for the fourth quarter compared to 316,000 ounces for the prior year quarter. Deliveries during the fourth quarter included approximately 17,700 ounces of deferred silver. 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 December 31, 2022, approximately 513,000 ounces remain deferred, and the timing for the delivery of the entire deferred amount is uncertain.

Barrick expects gold production of 470,000 to 520,000 ounces in 2023 from its 60% interest in Pueblo Viejo. Royal Gold’s stream interests are applicable to production from Barrick’s interest at Pueblo Viejo.

Maiden Reserve Declared at Robertson and Continued Permitting Progress at Goldrush within the Cortez Complex in Nevada

On February 9, 2023, Barrick reported a maiden proven and probable reserve of 1.6 million ounces (100% basis) grading 0.46 grams per tonne at the Robertson open pit project after the completion of a pre-feasibility study. According to Barrick, this will be a key source of oxide mill feed in the Cortez Complex mine plan.

On February 15, 2023, Barrick reported continued progress on permitting activities at the Goldrush project, with the Record of Decision expected to be issued by the end of the first half of 2023. Barrick also reported that mine

development and test stoping at Goldrush has continued at the Redhill zone where dewatering is not required, and development continues on exploration drifts above the Goldrush orebody to facilitate future underground drilling platforms.

Additionally, Barrick reported that successful resource definition drilling at Robertson and Goldrush supports the potential for future reserve growth.

Barrick expects gold production of 580,000 to 650,000 ounces in 2023 from its 61.5% interest in the Cortez Complex, implying total production of approximately 940,000 to 1,060,000 ounces from the Cortez Complex.

Portfolio Additions

Acquisition of Additional Royalty Interest on World-Class Producing Cortez Complex in Nevada

On December 29, 2022, the Company acquired two portions of a gross smelter return royalty (the “Idaho Royalty”) that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada (the “Cortez Complex”) from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $204.1 million. The area within the Cortez Complex is owned or controlled by Nevada Gold Mines LLC, a joint venture between Barrick and Newmont Corporation, with the exception of the Fourmile development project which is 100% owned and operated by Barrick.

The Idaho Royalty comprises an approximate 0.24% gross royalty that covers areas including the Pipeline and Crossroads deposits and an approximate 0.45% gross royalty that covers areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. The Idaho Royalty is life of mine, not subject to any stepdowns or caps, and has no applicable deductions. The purchase price was funded with available capacity on the revolving credit facility and cash on hand.

The economic effective date for the transaction was December 1, 2022, and revenue of $0.7 million on production of approximately 116,000 ounces attributable to the royalty was recognized in the fourth quarter of 2022. The Idaho Royalty is payable monthly and Royal Gold received the first payment for December production in January, 2023.

Other Property Updates

Recent notable updates as reported by the operators of other select portfolio assets include:

Producing Properties

Wassa (10.5% gold stream): Chifeng Gold (“Chifeng”) advised that 2022 gold production at the Wassa mine in Ghana was 171,000 ounces, slightly above the guidance range of 155,000 to 170,000 ounces due to supplementing underground production with ore from surface sources. Chifeng expects 2023 gold production from Wassa of approximately 180,000 ounces.

Xavantina (formerly “NX Gold”) (25% gold stream): Ero Copper Corp. (“Ero”) reported record 2022 gold production of 42,669 ounces at the Xavantina mine in Brazil, above the high end of the guidance range of 39,000 to 42,000 ounces, driven by higher processed tonnes. Ero provided 2023 gold production guidance of 50,000 to 53,000 ounces with production from the Matinha vein expected to start in the second half of 2023.

King of the Hills (1.5% NSR royalty): Red 5 Limited reported that commercial production at the King of the Hills (“KOTH”) gold project in Western Australia was reached on December 16, 2022. Total expected production from KOTH is 90,000 to 105,000 ounces for the first half of 2023, although not all of this production is expected to be covered by the Company’s royalty.

Ruby Hill (3% NSR royalty): i-80 Gold Corp. announced the discovery of a new gold horizon, the “007 Zone,” and additional high-grade drill results that continue to demonstrate the potential to expand mineralization in the Ruby Deeps deposit at the Ruby Hill Property in Nevada.

Red Chris (1% NSR royalty): Newcrest Mining Limited (“Newcrest”) reported that the block cave feasibility study for the Red Chris mine in British Columbia is now expected in the second half of 2023. Newcrest also reported that the exploration decline had progressed to 2.7km as of January 18, 2023, and drilling at the East Ridge target is continuing and expected to be completed by the second quarter of 2023.

Development and Evaluation Properties

Great Bear (2% NSR royalty): Kinross Gold Corporation (“Kinross”) announced a maiden resource of 5 million ounces of gold (2.7 million ounces Indicated, 2.3 million ounces Inferred) at the Great Bear project in Ontario based on drilling to an approximate depth of 500 meters. Kinross expects 2023 activity to include drilling at depth, along strike and on parallel structures to support engineering studies and permitting activities.

Bellevue (2% NSR royalty): Bellevue Gold Limited (“Bellevue”) announced receipt of the final approval required for construction of the processing plant at the Bellevue Gold project in Western Australia. Bellevue is targeting first gold in the second half of 2023, with 180,000 to 200,000 ounces produced in the first 12 months of commercial production.

Mara Rosa (1.0% NSR royalty and 1.75% NSR royalty on gold): Hochschild Mining PLC (“Hochschild”) announced on January 31, 2023, that the Mara Rosa project in Brazil is advancing according to schedule with total project progress at 50% and detailed engineering 96% complete. Hochschild expects first production in the first half of 2024.

Manh Choh (3% NSR royalty and 28% NSR royalty on silver): Contango Ore Inc. (“Contango”), the 30% joint venture partner at the Manh Choh project, provided an overview of the 2023 work plan on January 27, 2023, indicating that early works are underway, the mining permit is expected by April 2023, ore stockpiling is expected in the third quarter of 2023 and production is targeted for 2024.

2022 Overview

For the year ended December 31, 2022, the Company recorded net income attributable to Royal Gold stockholders of $239.0 million, or $3.64 per basic share and $3.63 per diluted share, as compared to net income of $274.0 million, or $4.17 per basic and diluted share, for the year ended December 31, 2021. The decrease in net income was primarily due to lower revenue and higher interest expense as a result of a higher outstanding balance and interest rates under the revolving credit facility as compared to the prior period. This decrease was partially offset by a decrease in income tax expense as discussed in further detail below.

For the year ended December 31, 2022, the Company recognized total revenue of $603.2 million, which is comprised of stream revenue of $417.8 million and royalty revenue of $185.4 million, at an average gold price of $1,800 per ounce, an average silver price of $21.73 per ounce and an average copper price of $3.99 per pound, compared to total revenue of $653.6 million, which is comprised of stream revenue of $436.3 million and royalty revenue of $217.3 million, at an average gold price of $1,799 per ounce, an average silver price of $25.14 per ounce and an average copper price of $4.23 per pound, for the year ended December 31, 2021⁵.

The decrease in total revenue for the year ended December 31, 2022, compared with year ended December 31, 2021, resulted primarily from lower gold sales at Andacollo, lower gold and silver sales at Pueblo Viejo and lower gold production at Cortez and Peñasquito. These decreases were partially offset by an increase in gold sales at Mount Milligan and Xavantina, higher silver sales at Khoemacau, and $5.2 million of revenue from the newly-acquired royalties at Cortez, as compared to the prior period.

Cost of sales decreased to $94.6 million for the year ended December 31, 2022, from $98.5 million for the year ended December 31, 2021. The decrease was primarily due to a decrease in gold sales at Andacollo and a decrease in gold and silver sales at Pueblo Viejo as compared to the prior period. This decrease was partially offset by an increase in gold sales at Mount Milligan when compared to the prior period. Cost of sales, which excludes depreciation, depletion and amortization, is specific to the Company’s stream agreements and is the result of the 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 $34.6 million for the year ended December 31, 2022, from $29.3 million for the year ended December 31, 2021. The increase was primarily due to higher employee related costs and non-cash stock compensation expense.

Depreciation, depletion and amortization decreased to $178.9 million for the year ended December 31, 2022, from $189.0 million for the year ended December 31, 2021. The decrease was primarily due to lower depletion rates at Mount Milligan compared to the prior period. This decrease was partially offset by additional depletion from Khoemacau which produced first deliveries in the September 30, 2021 quarter.

During the year ended December 31, 2022, the Company recognized an impairment loss of $4.3 million on the carrying value of a non-principal exploration stage royalty due to new legal information received.

The Company recognized a loss in fair value changes in equity securities of $1.5 million for the year ended December 31, 2022, compared to a gain in fair value changes in equity securities of $2.5 million for the year ended December 31, 2021.

Interest and other expense increased to $17.2 million for the year ended December 31, 2022, from $5.8 million for the year ended December 31, 2021. The increase in the current period was primarily attributable to increased interest expense as a result of higher average amounts outstanding under the revolving credit facility and higher interest rates when compared to the prior period.

Income tax expense was $32.9 million for the year ended December 31, 2022, as compared to $53.2 million for the year ended December 31, 2021, which resulted in an effective tax rate of 12.1% in the current period as compared to 16.2% in the prior period. The effective tax rate for the year ended December 31, 2022, was primarily impacted by the release of a valuation allowance on certain foreign deferred tax assets. The effective tax rate for the year ended December 31, 2021, was impacted by the release of uncertain tax positions resulting from a settlement agreement with a foreign tax authority

⁵ Average prices are based on averages of the following market prices: the London Bullion Market Association (“LBMA”) PM fixing prices in U.S. dollars for gold, the LBMA daily fixing prices in U.S. dollars for silver, and the London Metals Exchange (“LME”) settlement prices for copper.

and a change in estimates, partially offset by a foreign tax rate adjustment resulting in a revaluation of certain deferred tax assets.

Net cash provided by operating activities totaled $417.3 million for the year ended December 31, 2022, compared to $461.9 million for the year ended December 31, 2021. The change was primarily due to a $35.9 million decrease in cash proceeds received from the Company’s stream and royalty interests, net of cost of sales, compared to the prior period.

Net cash used in investing activities totaled $922.9 million for the year ended December 31, 2022, compared to net cash used in investing activities of $417.0 million for the year ended December 31, 2021. The increase over the prior period was primarily due to the Great Bear Royalties Corporation, Rio Tinto Royalty and Idaho Royalty acquisitions.

Net cash provided by financing activities totaled $480.6 million for the year ended December 31, 2022, compared to net cash used in financing activities of $283.2 million for the year ended December 31, 2021. The change was primarily due to an increase in the debt outstanding for the year ended December 31, 2022, that was used to fund acquisitions of new royalty interests at Cortez and the Great Bear project compared to the prior period.

At December 31, 2022, the Company had working capital of $122.2 million, including $118.6 million of cash and equivalents. This compares to working capital of $154.6 million, including $143.6 million of cash and equivalents at December 31, 2021. The decrease in working capital was primarily attributable to the acquisition of royalty and stream interests during the year ended December 31, 2022.

During the year ended December 31, 2022, liquidity needs were met from $417.3 million in net cash provided by operating activities and available cash resources, including $575 million of net borrowing under the revolving credit facility.

Fourth Quarter 2022 Overview

In the fourth quarter, the Company recorded net income and comprehensive income attributable to Royal Gold stockholders of $56.4 million, or $0.86 per basic and diluted share, as compared to net income of $68.2 million, or $1.04 per basic and diluted share, for the quarter ended December 31, 2021. The decrease in net income was primarily attributable to a decrease in revenue, higher interest expense as a result of higher outstanding debt compared to the prior period, and an impairment of a non-principal exploration stage royalty interest in the current period.

During the fourth quarter the Company recognized total revenue of $163.0 million, comprised of stream revenue of $108.9 million and royalty revenue of $54.1 million at an average gold price of $1,726 per ounce, an average silver price of $21.17 per ounce and an average copper price of $3.63 per pound. This is compared to total revenue of $168.5 million for the three months ended December 31, 2021, comprised of stream revenue of $110.6 million and royalty revenue of $57.9 million, at an average gold price of $1,795 per ounce, an average silver price of $23.33 per ounce and an average copper price of $4.40 per pound.

The decrease in total revenue resulted primarily from lower sales at Andacollo, Pueblo Viejo and Peñasquito, partially offset by higher gold and copper sales at Mount Milligan and revenue from the newly-acquired royalties at Cortez.

Cost of sales, which excludes depreciation, depletion and amortization, was $25.0 million for the fourth quarter, in line with $25.1 million for the three months ended December 31, 2021. 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 $8.8 million for the fourth quarter, from $8.0 million for the three months ended December 31, 2021. The increase was primarily due to an increase in employee-related costs including non-cash compensation expense.

Depreciation, depletion and amortization was $49.2 million for the fourth quarter, in line with $49.1 million for the three months ended December 31, 2021. The gold and copper depletion rates on the Mount Milligan stream as of September 30, 2022 decreased to $416 per ounce of gold and $1.06 per pound of copper as a result of the increase to proven and probable reserves in the updated Mount Milligan life of mine plan. The decrease was offset by additional depletion from Khoemacau and the recently acquired Rio Tinto and Idaho royalties.

Interest and other expense increased to $6.1 million for the fourth quarter, from $0.9 million for the three months ended December 30, 2021. The increase was primarily attributable to increased interest expense as a result of higher interest rates and an increase in the average amounts outstanding under the revolving credit facility when compared to the prior period.

For the fourth quarter the Company recorded an income tax expense of $12.6 million, compared with income tax expense of $14.0 million for the three months ended December 30, 2021. The income tax expense resulted in an effective tax rate of 18.2% in the current period, compared with 17.0% for the three months ended December 30, 2021.

Net cash provided by operating activities totaled $101.0 million for the fourth quarter, compared to $118.9 million for the prior year period. The decrease was primarily due to a lower contribution from the royalty segment in the current period.

Net cash used in investing activities totaled $206.4 million for the fourth quarter, compared to $15.4 million for the prior year period. The increase was primarily due to the Idaho Royalty acquisition.

Net cash provided by financing activities totaled $101.7 million for the fourth quarter, compared to net cash used in financing activities of $120.2 million for the prior year period. The change was due to an increase in the net borrowings under the revolving credit facility to help fund the Idaho Royalty during the current period

During the fourth quarter, liquidity needs were met from $101.0 million in net cash provided by operating activities and available cash resources, including $125 million of net borrowing under the revolving credit facility.

Other Corporate Updates

Total Available Liquidity of Approximately $550 Million

As of December 31, 2022, total liquidity was $547 million, consisting of working capital of $122 million and $425 million available under the revolving credit facility.

The total amount drawn on the revolving credit facility was $575 million at December 31, 2022. In keeping with Royal Gold’s capital allocation strategy to repay outstanding debt as cash flow allows, the Company expects to repay this outstanding balance from future cash flow, which is estimated to be around mid-2024 at current metal prices and absent further acquisitions.

Adjustment to Principal Properties

Royal Gold management periodically reviews the materiality of individual royalty and stream interests within the portfolio. Upon review at the end of 2022, it was determined that the Wassa gold stream does not meet certain criteria for materiality and it was removed from the list of Principal Properties, leaving six material stream and royalty interests: Andacollo, Cortez, Khoemacau, Mount Milligan, Peñasquito and Pueblo Viejo. Wassa remains an important asset to Royal Gold, but its relative contribution is expected to be reduced given recent additions to the portfolio.

Outlook for 2023

Royal Gold expects stream segment sales of 54,000 to 59,000 GEOs for the quarter ended March 31, 2023, and expects to issue guidance for 2023 GEO sales, depreciation, depletion and amortization expense, and effective tax rate early in the second quarter of 2023.

Royal Gold has no other significant additional financing commitments.

Property Highlights

A breakdown of revenue for the Company’s stream and royalty portfolio can be found on Table 1 for the quarters ended December 31, 2021 and December 31, 2022, and the calendar years 2021 and 2022. Historical production reported by operators of the Company’s principal stream and royalty properties can be found on Table 2. Calendar year 2022 operator production estimates for the Company’s principal stream and royalty properties compared to actual production reported by the operators at these properties can be found on Table 3. Stream segment purchases and sales for the three and twelve month periods ended December 31, 2021 and December 31, 2022 and inventories for December 31, 2021 and December 31, 2022 can be found on Table 4. Highlights at certain of the Company’s principal producing and development properties during 2022 compared to 2021 are detailed in the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 16, 2023.

CORPORATE PROFILE

Royal Gold is a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties and similar production-based interests. As of December 31, 2022, the Company owned interests on 182 properties on five continents, including interests on 40 producing mines and 19 development stage projects. Royal Gold is publicly traded on the Nasdaq Global Select Market under the symbol “RGLD.” The Company’s website is located at www.royalgold.com.

For further information, please contact:	Fourth Quarter and 2022 Call Information:

Alistair Baker	Dial-In	844-200-6205 (U.S.); toll free
Vice President Investor Relations and Business Development	Numbers:	833-950-0062 (Canada); toll free 646-904-5544 (International)
(720) 554-6995	Access Code:	308837

Note: Management’s conference call reviewing the fourth quarter and 2022 results will be held on Thursday, February 16, 2023, at 12:00 pm Eastern	Webcast URL:	www.royalgold.com under Investors, Events & Presentations

Time (10:00 am Mountain Time). The call will be webcast and archived on the Company’s website for a limited time.

Additional Investor Information: Royal Gold routinely posts important information, including information about upcoming investor presentations and press releases, on its website under the Investors tab. Investors and other interested parties are encouraged to enroll at www.royalgold.com to receive automatic email alerts for new postings.

Forward-Looking Statements: This press release includes “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, statements about the following: the strengths of our business model; our long-term strategy; our expected financial performance and outlook, including sales volume, revenue, expenses or tax rates; operators’ expected operating and financial performance, including production, deliveries, mine plans, environmental and feasibility studies, technical reports, mine facilities, mineral resources and reserves, and development; repayment of our outstanding debt balance; the benefits of acquisitions; the timing of royalty payments and metal deliveries, including deferred amounts at Pueblo Viejo; expected stream segment sales for the quarter ended March 31, 2023; type and timing of 2023 guidance; and the usefulness and importance of non-GAAP financial measures.

Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the following: a lower-price environment for gold, silver, copper, nickel or other metals; operating activities or financial performance of properties on which we hold stream or royalty interests, including inaccuracies in operators’ disclosures, variations between actual and forecasted performance, operators’ ability to complete projects on schedule and as planned, operators’ changes to mine plans and reserves and resources (including updated mineral reserve and resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, contractual issues involving our stream or royalty agreements, or operational disruptions due to public health crises; risks associated with doing business in foreign countries; increased competition for stream and royalty interests; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; our ability to identify, finance, value and complete acquisitions; 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 of litigation related to acquisitions; the diversion of management time from ongoing business operations due to acquisition-related issues; the volatility in commodity price for gold; public health crises, such as pandemics and epidemics, and any related government policies and actions; scrutiny and increased regulation of non-GAAP financial measures; and other factors described in our reports filed with the Securities and Exchange Commission, including Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022. Most of these factors are beyond our ability to predict or control. Other unpredictable or unknown factors not discussed in this release 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.

Statement Regarding Third-Party Information: Certain information provided in this press release, including production estimates, has been provided to us by the operators of the relevant properties or is publicly available information filed by these operators with applicable securities regulatory bodies, including the Securities and Exchange Commission. Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for the accuracy, completeness or fairness of any such third-party information and refers the reader to the public reports filed by the operators for information regarding those properties.

Information in this press release concerning the Khoemacau Copper Project was provided to the Company by Cupric Canyon Capital L.P., the privately held owner and developer of Khoemacau. Such information may not have been prepared in accordance with applicable laws, stock exchange rules or international standards governing preparation and public disclosure of technical data and information relating to mineral properties. Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for the accuracy, completeness or fairness of this third-party information, and investors are cautioned not to rely upon this information.

TABLE 1

Fourth Quarter and Calendar Year 2022 and 2021
Revenue by Stream and Royalty Interests

(In thousands)


			Three Months Ended					The Year Ended
			December 31,					December 31,
Stream/Royalty	Metal(s)	Current Stream/Royalty Interest¹		2022		2021		2022		2021
Stream:
Canada
Mount Milligan	Gold, copper	35% of payable gold and 18.75% of payable copper	$	50,947	$	42,054	$	180,543	$	173,114
Rainy River	Gold, silver	6.5% of gold produced and 60% of silver produced		8,484		9,460		31,826		37,079
Latin America
Pueblo Viejo	Gold, silver	7.5% of Barrick's interest in payable gold and 75% of Barrick's interest in payable silver	$	21,631	$	25,760	$	85,863	$	109,716
Andacollo	Gold	100% of payable gold		7,782		16,474		47,347		68,965
Xavantina	Gold	25% of gold produced		4,932		3,334		18,427		7,746
Africa
Wassa	Gold	10.5% of payable gold	$	8,312	$	7,659	$	31,152	$	31,594
Khoemacau	Silver	100% of payable silver		6,145		4,989		18,786		5,096
Prestea and Bogoso	Gold	5.5% of payable gold		697		901		3,849		3,008
Total stream revenue			$	108,930	$	110,631	$	417,793	$	436,318
Royalty:
Canada
Voisey's Bay	Copper, nickel, cobalt	2.7% NVR	$	3,948	$	4,980		14,450		18,682
Red Chris	Gold, copper	1.0% NSR		-		-		3,432		-
Canadian Malartic	Gold	1.0%-1.5% sliding-scale NSR		1,012		1,496		4,689		7,526
LaRonde Zone 5	Gold	2.0% NSR		642		500		2,486		2,169
Williams	Gold	0.97% NSR		184		250		882		2,278
Other-Canada	Various	Various		48		127		1,271		1,314
United States
Cortez
Legacy Zone	Gold	Approx. 9.4% GSR Equivalent	$	18,381	$	16,667	$	47,769	$	56,116
CC Zone	Gold	Approx. 0.45%-2.2% GSR Equivalent		2,790		-		2,790		-
Robinson	Gold, copper	3.0% NSR		3,358		3,018		11,659		13,280
Marigold	Gold	2.0% NSR		1,439		2,021		6,061		8,284
Leeville	Gold	1.8% NSR		963		3,026		4,004		5,117
Goldstrike	Gold	0.9% NSR		734		821		3,117		3,045
Wharf	Gold	0.0%-2.0% sliding-scale GSR		628		696		2,485		3,224
Other-United States	Various	Various		733		718		3,757		2,803
Latin America
Peñasquito	Gold, silver, lead, zinc	2.0% NSR	$	11,397	$	14,220	$	43,165	$	52,959
Dolores	Gold, silver	3.25% NSR (gold), 2.0% NSR (silver)		2,075		2,211		9,223		10,359
El Limon	Gold	3.0% NSR		1,293		1,418		5,705		4,874
Other-Latin America	Various	Various		130		535		1,203		1,061
Africa
Other-Africa	Various	Various	$	-	$	505	$	316	$	2,414
Australia
South Laverton	Gold	1.5% NSR, 4.0% NPI	$	1,478	$	1,764	$	6,172	$	9,576
Gwalia Deeps	Gold	1.5% NSR		832		1,112		4,059		4,636
Meekatharra	Gold	0.45% or 1.5% NSR and A$10/oz		654		876		2,952		3,539
Other-Australia	Various	Various		1,062		504		2,489		2,033
Europe
Las Cruces	Copper	1.5% NSR (copper)	$	269	$	425	$	1,277	$	1,961
Total royalty revenue			$	54,050	$	57,890	$	185,413	$	217,250
Total revenue			$	162,980	$	168,521	$	603,206	$	653,568

1	Refer to Part I, Item 2, of the Company’s Annual Report on Form 10-K for a full description of the Company’s stream and royalty interests.

TABLE 2

Operators’ Historical Production for Principal Properties

Reported Production For The Quarter Ended²

Property

Operator

Current Stream/ Royalty Interest¹

Metal(s)

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Stream:

Mount Milligan

Centerra

35% of payable gold

Gold

20,200

18,200

15,500

13,900

16,700

18.75% of payable copper

Copper

4.5

Mlb

2.7

Mlb

4.0

Mlb

3.6

Mlb

2.7

Mlb

Pueblo Viejo

Barrick (60%)

7.5% of Barrick's interest in payable gold

Gold

8,900

8,600

7,100

8,600

9,200

75% of Barrick's interest in payable silver³

Silver

302,400

307,100

274,500

316,000

396,500

Andacollo

Teck

100% of payable gold

Gold

4,600

6,800

6,300

8,400

9,100

Khoemacau

Khoemacau Copper Mining

100% of payable silver

Silver

307,300

255,900

221,800

102,700

214,600

Royalty:

Peñasquito

Newmont Corporation

2.0% NSR

Gold

164,300

144,300

130,600

133,400

179,100

Silver

7.1

Moz

6.8

Moz

8.1

Moz

7.7

Moz

8.3

Moz

Lead

40.3

Mlb

29.6

Mlb

35.0

Mlb

41.9

Mlb

39.4

Mlb

Zinc

83.5

Mlb

84.6

Mlb

84.9

Mlb

120.1

Mlb

114.0

Mlb

Cortez

Nevada Gold Mines LLC

9.4% GSR on Legacy Zone⁴

Gold

109,200

36,600

52,000

102,000

120,000

Nevada Gold Mines LLC

0.45%-2.2% GSR on CC Zone⁴

Gold

114,000

1	Refer to Part I, Item 2, of the Company’s Annual Report on Form 10-K for a full description of the Company’s stream and royalty interests.

2	Reported production relates to the amount of metal sales subject to the Company’s stream and royalty interests for the stated periods and may differ from the operators’ public reporting.

3	The Pueblo Viejo silver stream is determined based on a fixed metallurgical recovery of 70% of silver in mill feed.

Approximate blended royalty rates as described in the press release “Royal Gold Announces Acquisition of Additional Royalty Interests on the World-Class Cortez Gold Complex in Nevada and Outlines Simplified Approach to Describing Royal Gold’s Multiple Royalty Interests at Cortez” issued January 5, 2023.

TABLE 3

Operator’s Estimated and Actual Production

Calendar Year 2022 Operator's Production

Estimate⁽¹⁾

Actual⁽²⁾

Stream/Royalty

Gold (oz)

Silver (oz)

Base Metals (lb)

Gold (oz)

Silver (oz)

Base Metals (lb)

Stream:

Andacollo⁽³⁾

36,000

25,900

Mount Milligan⁽⁴⁾

190,000 - 210,000

189,200

Copper

70 - 80 M

74 M

Pueblo Viejo⁽⁵⁾

400,000 - 440,000

N/A

428,000

N/A

Khoemacau⁽⁶⁾

N/A

Royalty:

Cortez⁽⁷⁾

280,000

300,000

Peñasquito⁽⁸⁾

475,000

29 M

440,000

23.3 M

Lead

150 M

112 M

Zinc

350 M

297 M

Production estimates received from the 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, as well as the Risk Factors identified in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for information regarding factors that could affect actual results.

Actual production figures shown are from the operators and cover the period January 1, 2022 through December 31, 2022, unless otherwise noted in footnotes to this table. Such amounts may differ from Royal Gold’s reported revenue and production and are not reduced to show the production attributable to the Company’s interests.

3	The estimated and actual production figures shown for Andacollo are contained gold in concentrate.

4	The estimated and actual production figures shown for Mount Milligan are payable gold and copper in concentrate.

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”). Barrick did not provide estimated or actual silver production.

6	The estimated and actual production figures for Khoemacau are not available through the ramp-up period.

7	The estimated and actual production figures for Cortez represent the Cortez Legacy Zone area only.

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. Actual production figures are for the period January 1, 2022 through September 30, 2022.

TABLE 4

Stream Summary


	Three Months Ended		Three Months Ended		As of	As of
	December 31, 2022		December 31, 2021		December 31, 2022	December 31, 2021
Gold Stream	Purchases (oz)	Sales (oz)	Purchases (oz)	Sales (oz)	Inventory (oz)	Inventory (oz)
Mount Milligan	16,700	20,200	17,800	16,700	5,200	4,100
Pueblo Viejo	7,900	8,900	8,600	9,200	7,900	8,600
Andacollo	8,400	4,700	9,200	9,100	3,800	2,200
Other	11,300	12,200	9,900	10,600	4,100	3,800
Total	44,300	46,000	45,500	45,600	21,000	18,700

	Three Months Ended		Three Months Ended		As of	As of
	December 31, 2022		December 31, 2021		December 31, 2022	December 31, 2021
Silver Stream	Purchases (oz)	Sales (oz)	Purchases (oz)	Sales (oz)	Inventory (oz)	Inventory (oz)
Pueblo Viejo	337,900	319,100	316,000	396,500	337,800	316,000
Khoemacau	298,700	307,300	155,300	214,600	105,900	42,000
Other	68,000	80,100	95,200	104,000	17,500	34,300
Total	704,600	706,500	566,500	715,100	461,200	392,300

	Three Months Ended		Three Months Ended		As of	As of
	December 31, 2022		December 31, 2021		December 31, 2022	December 31, 2021
Copper Stream	Purchases (Mlb)	Sales (Mlb)	Purchases (Mlb)	Sales (Mlb)	Inventory (Mlb)	Inventory (Mlb)
Mount Milligan	3.6	4.5	3.7	2.7	0.9	0.9


	Year Ended		Year Ended
	December 31, 2022		December 31, 2021
Gold Stream	Purchases (oz)	Sales (oz)	Purchases (oz)	Sales (oz)
Mount Milligan	68,900	67,800	61,600	61,400
Pueblo Viejo	32,500	33,200	38,700	40,600
Andacollo	27,700	26,200	37,600	38,100
Other	44,600	44,300	38,000	38,300
Total	173,700	171,500	175,900	178,400

	Year Ended		Year Ended
	December 31, 2022		December 31, 2021
Silver Stream	Purchases (oz)	Sales (oz)	Purchases (oz)	Sales (oz)
Pueblo Viejo	1,238,600	1,216,700	1,346,500	1,448,600
Khoemacau	951,500	887,700	261,100	219,100
Other	238,600	255,400	375,700	407,700
Total	2,428,700	2,359,800	1,983,300	2,075,400

	Year Ended		Year Ended
	December 31, 2022		December 31, 2021
Copper Stream	Purchases (Mlb)	Sales (Mlb)	Purchases (Mlb)	Sales (Mlb)
Mount Milligan	14.8	14.8	14.9	14.9

ROYAL GOLD, INC.

Consolidated Balance Sheets

(Unaudited, in thousands except share data)


	December 31, 2022		December 31, 2021
ASSETS
Cash and equivalents	$	118,586	$	143,551
Royalty receivables		49,405		54,088
Income tax receivable		3,066		4,915
Stream inventory		12,656		11,607
Prepaid expenses and other		2,120		1,835
Total current assets		185,833		215,996
Stream and royalty interests, net		3,237,402		2,443,752
Other assets		111,287		97,284
Total assets	$	3,534,522	$	2,757,032
LIABILITIES
Accounts payable	$	6,686	$	6,475
Dividends payable		24,627		22,966
Income tax payable		16,065		19,070
Other current liabilities		16,209		12,917
Total current liabilities		63,587		61,428
Debt		571,572		—
Deferred tax liabilities		138,156		87,705
Other liabilities		7,738		6,688
Total liabilities		781,053		155,821
Commitments and contingencies
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, respectfully		656		656
Additional paid-in capital		2,213,123		2,206,159
Accumulated earnings		527,314		381,929
Total Royal Gold stockholders’ equity		2,741,093		2,588,744
Non-controlling interests		12,376		12,467
Total equity		2,753,469		2,601,211
Total liabilities and equity	$	3,534,522	$	2,757,032

ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited, in thousands except for per share data)


	For The Three Months Ended					For The Year Ended
		December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Revenue		$	162,980	$	168,521	$	603,206	$	653,568
Costs and expenses
Cost of sales (excludes depreciation, depletion and amortization)			24,972		25,100		94,642		98,467
General and administrative			8,815		8,034		34,612		29,306
Production taxes			2,256		2,357		7,021		8,399
Depreciation, depletion and amortization			49,196		49,074		178,935		189,009
Impairment of royalty interests			4,287		—		4,287		—
Total costs and expenses			89,526		84,565		319,497		325,181
Operating income			73,454		83,956		283,709		328,387
Fair value changes in equity securities			(282)		(1,525)		(1,503)		2,510
Interest and other income			2,167		792		7,832		3,019
Interest and other expense			(6,060)		(880)		(17,170)		(5,753)
Income before income taxes			69,279		82,343		272,868		328,163
Income tax expense			(12,579)		(13,981)		(32,926)		(53,223)
Net income and comprehensive income			56,700		68,362		239,942		274,940
Net income and comprehensive income attributable to non-controlling interests			(327)		(199)		(960)		(898)
Net income and comprehensive income attributable to Royal Gold common stockholders		$	56,373	$	68,163	$	238,982	$	274,042
Net income per share attributable to Royal Gold common stockholders:
Basic earnings per share		$	0.86	$	1.04	$	3.64	$	4.17
Basic weighted average shares outstanding			65,592,597		65,564,065		65,576,995		65,552,586
Diluted earnings per share		$	0.86	$	1.04	$	3.63	$	4.17
Diluted weighted average shares outstanding			65,663,227		65,621,025		65,661,748		65,624,007
Cash dividends declared per common share		$	0.375	$	0.350	$	1.425	$	1.250

ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Three Months Ended				For The Year Ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Cash flows from operating activities:
Net income and comprehensive income	$	56,700	$	68,362	$	239,942	$	274,940
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:
Depreciation, depletion and amortization		49,196		49,074		178,935		189,009
Non-cash employee stock compensation expense		1,779		1,715		8,411		6,056
Fair value changes in equity securities		282		1,526		1,503		(2,510)
Deferred tax (benefit) expense		(2,079)		2,906		(19,836)		11,371
Impairment of royalty interests		4,287		—		4,287		—
Other		245		245		979		1,663
Changes in assets and liabilities:
Royalty receivables		(20,929)		(1,128)		4,683		(9,771)
Stream inventory		1,034		614		(1,049)		2,292
Income tax receivable		11,990		(835)		1,849		4,023
Prepaid expenses and other assets		(835)		(348)		(3,908)		(1,956)
Accounts payable		(646)		1,003		211		3,862
Income tax payable		(5,651)		(4,863)		(3,005)		(4,248)
Uncertain tax positions		—		(890)		—		(13,268)
Other liabilities		5,653		1,517		4,343		406
Net cash provided by operating activities	$	101,026	$	118,898	$	417,345	$	461,869
Cash flows from investing activities:
Acquisition of stream and royalty interests		(206,326)		(16,066)		(922,155)		(400,381)
Khoemacau subordinated debt facility		—		—		—		(25,000)
Proceeds from sale of equity securities		—		—		—		8,651
Other		(45)		669		(721)		(241)
Net cash used in investing activities	$	(206,371)	$	(15,397)	$	(922,876)	$	(416,971)
Cash flows from financing activities:
Repayment of debt		(75,000)		(100,000)		(125,000)		(300,000)
Borrowings from revolving credit facility		200,000		—		700,000		100,000
Net payments from issuance of common stock		(9)		(12)		(1,447)		(971)
Common stock dividends		(22,987)		(19,692)		(91,925)		(78,738)
Other		(311)		(454)		(1,062)		(3,497)
Net cash provided by (used in) financing activities	$	101,693	$	(120,158)	$	480,566	$	(283,206)
Net decrease in cash and equivalents		(3,652)		(16,657)		(24,965)		(238,308)
Cash and equivalents at beginning of period		122,238		160,208		143,551		381,859
Cash and equivalents at end of period	$	118,586	$	143,551	$	118,586	$	143,551

Schedule A – Non-GAAP Financial Measures and Certain Other Measures

Overview of non-GAAP financial measures:

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by U.S. generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. In addition, because the presentation of these non-GAAP financial measures varies among companies, these non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.

We have provided below reconciliations of our non-GAAP financial measures to the comparable GAAP measures. We believe these non-GAAP financial measures provide useful information to investors for analysis of our business. We use these non-GAAP financial measures to compare period-over-period performance on a consistent basis and when planning and forecasting for future periods. We believe these non-GAAP financial measures are used by professional research analysts and others in the valuation, comparison and investment recommendations of companies in our industry. Many investors use the published research reports of these professional research analysts and others in making investment decisions. The adjustments made to calculate our non-GAAP financial measures are subjective and involve significant management judgement. Non-GAAP financial measures used by management in this report or elsewhere include the following:

Adjusted earnings before interest, taxes, depreciation, depletion and amortization, or adjusted EBITDA, is a non-GAAP financial measure that is calculated by the Company as net income adjusted for certain items that impact the comparability of results from period to period, as set forth in the reconciliation below. The net income and adjusted EBITDA margins represent net income or adjusted EBITDA divided by total revenue. We consider adjusted EBITDA to be useful because the measure reflects our operating performance before the effects of certain non-cash items and other items that we believe are not indicative of our core operations.

Net debt (or net cash) is a non-GAAP financial measure that is calculated by the Company as debt (excluding debt issuance costs) as of a date minus cash and equivalents for that same date. Net debt (or net cash) to trailing twelve months (TTM) adjusted EBITDA is a non-GAAP financial measure that is calculated by the Company as net debt (or net cash) as of a date divided by the TTM adjusted EBITDA (as defined above) ending on that date. We believe that these measures are important to monitor leverage and evaluate the balance sheet. Cash and equivalents are subtracted from the GAAP measure because they could be used to reduce our debt obligations. A limitation associated with using net debt (or net cash) is that it subtracts cash and equivalents and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. We believe that investors may find these measures useful to monitor leverage and evaluate the balance sheet.

Adjusted net income and adjusted net income per share are non-GAAP financial measures that are calculated by the Company as net income and net income per share adjusted for certain items that impact the comparability of results from period to period, as set forth in the reconciliations below. We consider these non-GAAP financial measures to be useful because they allow for period-to-period comparisons of our operating results excluding items that we believe are not indicative of our fundamental ongoing operations. The tax effect of adjustments is computed by applying the statutory tax rate in the applicable jurisdictions to the income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.

Free cash flow is a non-GAAP financial measure that is calculated by the Company as net cash provided by operating activities for a period minus acquisition of stream and royalty interests for that same period. We believe that free cash flow represents an additional way of viewing liquidity as it is adjusted for contractual investments made during such period. Free cash flow does not represent the residual cash flow available for discretionary expenditures. We believe it is important to view free cash flow as a complement to our consolidated statements of cash flows.

Cash general and administrative expense, or cash G&A, is a non-GAAP financial measure that is calculated by the Company as general and administrative expenses for a period minus non-cash employee stock compensation expense for the same period. We believe that cash G&A is useful as an indicator of overhead efficiency without regard to non-cash expenses associated with employee stock compensation.

Reconciliation of non-GAAP financial measures to U.S. GAAP measures

Adjusted EBITDA, Adjusted EBITDA margin, net cash, and net cash to TTM adjusted EBITDA:


	Three Months Ended				The Year Ended
	December 31,				December 31,
(amounts in thousands)	2022		2021		2022		2021
Net income and comprehensive income	$	56,700	$	68,362	$	239,942	$	274,940
Depreciation, depletion and amortization		49,196		49,074		178,935		189,009
Non-cash employee stock compensation		1,779		1,715		8,411		6,056
Impairment of royalty interests		4,287		—		4,287		—
Fair value changes in equity securities		282		1,526		1,503		(2,510)
Interest and other, net		3,893		88		9,338		2,734
Income tax expense		12,579		13,980		32,926		53,223
Non-controlling interests in operating income of consolidated subsidiaries		(327)		(199)		(960)		(898)
Adjusted EBITDA	$	128,389	$	134,546	$	474,381	$	522,554
Net income margin		35%		41%		40%		42%
Adjusted EBITDA margin		79%		80%		79%		80%


	Three Months Ended
	December 31,		September 30,		June 30,		March 31,
(amounts in thousands)	2022		2022		2022		2022
Net income and comprehensive income	$	56,700	$	45,933	$	71,345	$	65,962
Depreciation, depletion and amortization		49,196		37,761		43,989		47,988
Non-cash employee stock compensation		1,779		2,090		2,418		2,124
Impairment of royalty interests		4,287		—		—		—
Fair value changes in equity securities		282		(356)		2,191		(613)
Interest and other, net		3,893		5,243		280		(77)
Income tax expense (benefit)		12,579		10,954		(5,911)		15,304
Non-controlling interests in operating income of consolidated subsidiaries		(327)		(141)		(205)		(287)
Adjusted EBITDA	$	128,389	$	101,484	$	114,107	$	130,401
Net income margin		35%		35%		49%		41%
Adjusted EBITDA margin		79%		77%		78%		80%

TTM adjusted EBITDA	$	474,381

Debt	$	571,572
Debt issuance costs		3,428
Cash and equivalents		(118,586)
Net (cash) debt	$	456,414

TTM adjusted EBITDA	$	474,381
Net debt to TTM adjusted EBITDA		0.96x

Cash G&A:


	Three Months Ended				The Year Ended
	December 31,				December 31,
(amounts in thousands)	2022		2021		2022		2021
General and administrative expense	$	8,815	$	8,034	$	34,612	$	29,306
Non-cash employee stock compensation		(1,779)		(1,715)		(8,411)		(6,056)
Cash G&A	$	7,036	$	6,319	$	26,201	$	23,250


	Three Months Ended
	December 31,		September 30,		June 30,		March 31,
(amounts in thousands)	2022		2022		2022		2022
General and administrative expense	$	8,815	$	7,554	$	9,312	$	8,931
Non-cash employee stock compensation		(1,779)		(2,090)		(2,418)		(2,124)
Cash G&A	$	7,036	$	5,464	$	6,894	$	6,807

TTM cash G&A	$	26,201

Adjusted net income and adjusted net income per share:


	Three Months Ended				The Year Ended
	December 31,				December 31,
(amounts in thousands, except per share data)	2022		2021		2022		2021
Net income and comprehensive income attributable to Royal Gold common stockholders	$	56,373	$	68,163	$	238,982	$	274,042
Fair value changes in equity securities		282		1,526		1,503		(2,509)
Impairment of royalty interests		4,287		—		4,287		—
Discrete tax benefits		—		(45)		(18,755)		(8,931)
Great Bear Royalty acquisition foreign currency loss		—		—		2,147		—
Tax effect of adjustments		(1,211)		(404)		(2,103)		579
Adjusted net income and comprehensive income attributable to Royal Gold common stockholders		59,731		69,240	$	226,061	$	263,181

Net income attributable to Royal Gold common stockholders per diluted share	$	0.86	$	1.04		3.63		4.17
Fair value changes in equity securities		—		0.02		0.02		(0.04)
Impairment of royalty interests		0.07		—		0.07		—
Discrete tax benefits		—		—		(0.29)		(0.14)
Great Bear Royalty acquisition foreign currency loss		—		—		0.03		—
Tax effect of adjustments		(0.02)		(0.01)		(0.03)		0.01
Adjusted net income attributable to Royal Gold common stockholders per diluted share	$	0.91	$	1.05	$	3.43	$	4.00

Free cash flow:


	Three Months Ended				The Year Ended
	December 31,				December 31,
(amounts in thousands)	2022		2021		2022		2021
Net cash provided by operating activities	$	101,026	$	118,898	$	417,345	$	461,869
Acquisition of stream and royalty interests		(206,326)		(16,066)		(922,155)		(400,381)
Free cash flow	$	(105,300)	$	102,832	$	(504,810)	$	61,488

Net cash used in investing activities	$	(206,371)	$	(15,397)	$	(922,876)	$	(416,971)
Net cash provided by (used in) financing activities	$	101,693	$	(120,158)	$	480,566	$	(283,206)

Other measures

We use certain other measures in managing and evaluating our business. We believe these measures may provide useful information to investors for analysis of our business. We use these measures to compare period-over-period performance and liquidity on a consistent basis and when planning and forecasting for future periods. We believe these measures are used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in our industry. Many investors use the published research reports of these professional research analysts and others in making investment decisions. Other measures used by management in this report and elsewhere include the following:

Gold equivalent ounces, or GEOs, is calculated by the Company as revenue (in total or by reportable segment) for a period divided by the average LBMA PM fixing price for gold for that same period.

Depreciation, depletion, and amortization, or DD&A, per GEO is calculated by the Company as depreciation, depletion, and amortization for a period divided by GEOs (as defined above) for that same period.

Working capital is calculated by the Company as current assets as of a date minus current liabilities as of that same date. Liquidity is calculated by the Company as working capital plus available capacity under the Company’s revolving credit facility.

Dividend payout ratio is calculated by the Company as dividends paid during a period divided by net cash provided by operating activities for that same period.

Operating margin is calculated by the Company as operating income for a period divided by revenue for that same period.


Delaware	001-13357	84-0835164
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


1144 15^th Street, Suite 2500, Denver, CO		80202-2686
(Address of principal executive offices)		(Zip Code)


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock $0.01 Par Value	RGLD	Nasdaq Global Select Market


Exhibit No.		Description
10.1▲		Form of Amended and Restated Indemnification Agreement

99.1		Press Release dated February 15, 2023

99.2		Earnings Presentation dated February 16, 2023

104		Cover Page Interactive Data File (formatted as inline XBRL).

Feb
	Royal Gold, Inc.



Dated: February 15, 2023	By:	/s/ Laura B. Gill
		Name:	Laura B. Gill
		Title:	Vice President, Corporate Secretary and Chief Compliance Officer