UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025

or

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

Commission File Number 001-13357

Royal Gold, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware<br><br>(State or Other Jurisdiction of Incorporation or Organization)	84-0835164<br><br>(I.R.S. Employer Identification No.)
1144 15th Street, Suite 2500<br><br>Denver, Colorado<br><br>(Address of Principal Executive Offices)	80202<br><br>(Zip Code)

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

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

Title of Each Class	Trading Symbol	Name of the Exchange on which Registered
Common Stock, $0.01 par value	RGLD	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

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

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

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

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
Emerging growth company o

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

The aggregate market value of Royal Gold common stock held by non-affiliates of the registrant, based on the closing sale price of Royal Gold common stock on June 30, 2025, as reported on the Nasdaq Global Select Market was $11.7 billion.

There were 84,810,098 shares of Royal Gold common stock outstanding as of February 11, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Items 10, 11, 12, 13, and 14 of Part III of Form 10-K is incorporated by reference from portions of Royal Gold’s definitive proxy statement relating to its 2026 annual meeting of stockholders to be filed within 120 days after December 31, 2025.

INDEX

		PAGE
PART I.
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	9
ITEM 1B.	Unresolved Staff Comments	19
ITEM 1C.	Cybersecurity	19
ITEM 2.	Properties	19
ITEM 3.	Legal Proceedings	51
ITEM 4.	Mine Safety Disclosure	51
PART II.
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	52
ITEM 6.	Reserved	52
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	64
ITEM 8.	Financial Statements and Supplementary Data	65
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	99
ITEM 9A.	Controls and Procedures	99
ITEM 9B.	Other Information	101
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
PART III.
ITEM 10.	Directors, Executive Officers and Corporate Governance	101
ITEM 11.	Executive Compensation	101
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	101
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	101
ITEM 14.	Principal Accountant Fees and Services	102
PART IV.
ITEM 15.	Exhibits and Financial Statement Schedules	103
ITEM 16.	Form 10-K Summary	104
SIGNATURES		105

This report contains and incorporates by reference “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments. Actual results may differ, possibly materially, from forward-looking statements due to various factors. For a discussion of some of these factors, see Item 1A, Risk Factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.

Royal Gold does not own, develop, or mine the properties on which it holds stream or royalty interests (except for the joint venture interest in Hod Maden). Certain information provided in this report about operating properties in which we hold interests, including information about historical production, property descriptions, and property developments, was provided to us by the operators of those properties or is publicly available information filed by these operators with applicable securities regulatory bodies, including the Securities and Exchange Commission (the “SEC”). 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 refers the reader to the public disclosure of the operators for information regarding those properties.

Unless the context otherwise requires, references to “Royal Gold,” the “Company,” “we,” “us,” and “our” refer to Royal Gold, Inc. and its consolidated subsidiaries.

PART I

ITEM 1. BUSINESS

Overview

We acquire and manage precious metal streams, royalties, and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production, development or in the exploration stage in exchange for stream or royalty interests. We do not conduct mining operations on the properties in which we hold stream and royalty interests and are generally not required to contribute to capital costs, environmental costs, or other operating costs on the properties. Please refer to Item 2, Properties, for a discussion of the developments at our principal properties.

We are continually reviewing opportunities to grow our portfolio, whether through the creation or acquisition of new or existing stream or royalty interests or other acquisition activity. We generally have acquisition opportunities in various stages of review. Our review process may include, for example, engaging consultants and advisors to analyze an opportunity; analysis of financial, legal (including corporate governance) and technical (including environmental issues concerning air, water and biodiversity and social impacts) and other confidential information regarding an opportunity; submission of indications of interest and term sheets; participation in preliminary discussions and negotiations; and involvement as a bidder in competitive processes.

As discussed in further detail throughout this report, some key business highlights and developments for the year ended December 31, 2025 were as follows:

•We had record revenue of $1.0 billion for the year ended December 31, 2025, compared to $719.4 million for the comparable prior year period, representing a 43% increase.

•We generated a record $704.8 million of net operating cash flow for the year ended December 31, 2025, compared to $529.5 million for the comparable prior year period, representing a 33% increase.

•We increased our calendar year dividend to $1.90 per basic share, which is paid in quarterly installments throughout calendar year 2026. This represents a 6% increase compared with the dividend paid during calendar year 2025.

•We extended the maturity of our revolving credit facility to June 30, 2030, increased the accordion feature from $250 million to $400 million and ultimately exercised the accordion feature, increasing the total credit facility amount to $1.4 billion.

•We acquired all the issued and outstanding common shares of Sandstorm Gold Ltd. and Horizon Copper Corp for $4.148 billion.

•We made an advance payment of $1.0 billion for a gold stream on the Kansanshi copper-gold mine in the North Western Province of Zambia.

•We acquired a gold stream and net smelter return royalty for total cash consideration of $200.0 million on the Warintza project located in Southeastern Ecuador.

Certain Definitions

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

Dollar or “$”: Refers to U.S. dollars. We refer to Canadian dollars as C$.

EMEA: Europe, the Middle East and Africa.

Exploration stage property: A property that has no mineral reserves disclosed.

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

Gross smelter return (GSR) royalty: A defined percentage of the gross revenue from a mineral resource extraction operation, less, if applicable, certain contract-defined costs paid by or charged to the operator.

Indicated mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in Subpart 1300 of Regulation S-K (“S-K 1300”), in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

Inferred mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

LBMA Price: The London Bullion Market Association PM fixing prices in U.S. dollars for gold and daily fixing prices in U.S. dollars for silver.

LME Price: The London Metal Exchange settlement price for copper and other metals, as applicable.

Measured mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

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

Mineral reserve: An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Mineral resource: A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

Net profits interest (NPI) royalty: A defined percentage of profits less certain contract-defined expenses.

Net smelter return (NSR) royalty: A defined percentage of the gross revenue from a resource extraction operation less a proportionate share of incidental transportation, insurance, refining and smelting costs.

Net value royalty (NVR): A defined percentage of the gross revenue from a resource extraction operation less certain contract-defined costs.

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

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

Production stage property: A property with material extraction of mineral reserves.

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

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

Ton: A unit of weight equal to 2,000 pounds or 907.2 kilograms.

Tonne: A unit of weight equal to 2,204.6 pounds or 1,000 kilograms.

Our Operational Information

We manage our business under two reportable segments:

•Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. As of December 31, 2025, we owned stream interests relating to 18 production stage properties and 5 development stage properties. Stream interests accounted for 67% of our total revenue for each of the years ended December 31, 2025 and 2024. We expect stream interests to continue representing a significant portion of our total revenue.

•Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of December 31, 2025, we owned royalty interests relating to 63 production stage properties, 24 development stage properties and 254 exploration stage properties, of which we consider 76 to be evaluation stage projects. We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for reserves. Royalty interests accounted for 33% of our total revenue for each of the years ended December 31, 2025 and 2024.

Our long-lived assets (stream and royalty interests, net) for the years ended December 31, 2025 and 2024 are geographically distributed, and the book values are shown in the following table (amounts are in thousands):

	As of December 31, 2025						As of December 31, 2024
	Stream<br>interest		Royalty<br>interest		Total stream<br>and royalty<br>interests, net		Stream<br>interest		Royalty<br>interest		Total stream<br>and royalty<br>interests, net
North America	$	1,214,810	$	1,834,921	$	3,049,731	$	719,765	$	1,520,147	$	2,239,912
South and Central America	1,045,620		1,846,211		2,891,831		284,340		249,901		534,241
EMEA	2,270,717		309,467		2,580,184		249,065		321		249,386
Australia Pacific	13,595		48,534		62,129		—		19,265		19,265
Total (1)	$	4,544,742	$	4,039,133	$	8,583,875	$	1,253,170	$	1,789,634	$	3,042,804

_______________________________________________________

(1)Includes the carrying value of all stream and royalty interests acquired during the years ended December 31, 2025 and 2024.

Our reportable segments for purposes of assessing performance for the years ended December 31, 2025, 2024 and 2023, respectively, are shown below (amounts are in thousands):

	Year Ended December 31, 2025
	Revenue		Cost of sales(1)		Production taxes		Depletion(2)		Segment gross profit(3)
Stream interests
North America	$	440,738	$	85,608	$	—	$	54,280	$	300,850
EMEA	137,281		25,835		—		40,531		70,915
South and Central America	107,444		19,483		—		17,038		70,923
Australia Pacific	1,009		—		—		1,009		—
Total stream interests	686,472		130,926		—		112,858		442,688
Royalty interests
North America	$	263,332	$	—	$	8,605	$	45,811	$	208,916
Australia Pacific	40,349		—		—		1,361		38,988
South and Central America	38,119		—		—		15,389		22,730
EMEA	2,199		—		—		1,191		1,008
Total royalty interests	343,999		—		8,605		63,752		271,642
Total	$	1,030,471	$	130,926	$	8,605	$	176,610	$	714,330
	Year Ended December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
	Revenue		Cost of sales(1)		Production taxes		Depletion(2)		Segment gross profit(3)
Stream interests
North America	$	314,860	$	66,882	$	—	$	52,684	$	195,294
South and Central America	86,302		14,562		—		22,615		49,125
EMEA	82,132		16,070		—		27,501		38,561
Australia Pacific	—		—		—		—		—
Total stream interests	483,294		97,514		—		102,800		282,980
Royalty interests
North America	$	192,999	$	—	$	6,622	$	38,408	$	147,969
Australia Pacific	28,966		—		—		2,023		26,943
South and Central America	14,136		—		—		854		13,282
EMEA	—		—		—		—		—
Total royalty interests	236,101		—		6,622		41,285		188,194
Total	$	719,395	$	97,514	$	6,622	$	144,085	$	471,174			Year Ended December 31, 2023
---	---	---	---	---	---	---	---	---	---	---
	Revenue		Cost of sales(1)		Production taxes		Depletion (2)		Segment gross profit(3)
Stream interests
North America	$	273,208	$	63,963	$	—	$	60,376	$	148,869
South and Central America	74,315		12,241		—		25,552		36,522
EMEA	70,757		14,319		—		35,193		21,245
Australia Pacific	—		—		—		—		—
Total stream interests	418,280		90,523		—		121,121		206,636
Royalty interests
North America	$	162,155	$	—	$	7,294	$	42,553	$	112,308
Australia Pacific	19,011		—		—		832		18,179
South and Central America	5,736		—		—		—		5,736
EMEA	535		—		—		—		535
Total royalty interests	187,437		—		7,294		43,385		136,758
Total	$	605,717	$	90,523	$	7,294	$	164,506	$	343,394

_______________________________________________________

(1)Excludes depreciation, depletion and amortization.

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

(3)Refer to Note 18 of our notes to consolidated financial statements for a reconciliation of total segment gross profit to consolidated income before income taxes.

Our financial results are primarily tied to the price of gold and, to a lesser extent, the prices of silver and copper, together with the amounts of production from our production stage stream and royalty interests. During the year ended December 31, 2025, we derived approximately 90% of our revenue from precious metals (including 78% from gold and 12% from silver), 7% from copper, and 3% from other minerals. The prices of gold, silver, copper, and other metals have fluctuated widely in recent years. The marketability and the price of metals are influenced by numerous factors beyond our control. Significant declines in the prices of gold, silver, or copper could have a material adverse effect on our results of operations and financial condition.

Competition

The mining industry in general, and stream and royalty sectors in particular, are very competitive. We compete with other stream and royalty companies, mine operators, and financial buyers in efforts to acquire existing stream and royalty interests. We also compete with lenders, equity investors, and stream and royalty companies providing financing to operators of mineral properties in our efforts to create new stream and royalty interests. Our competitors may be larger than we are and may have greater resources and access to capital than we have. Key competitive factors in the stream and royalty acquisition and financing business include the ability to identify and evaluate potential opportunities, transaction structure and consideration, and access to capital.

Regulation

Operators of the mines that are subject to our stream and royalty interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, the Dominican Republic, Zambia and other countries where we hold interests. Although we, as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

Human Capital Resources

Employees

We currently have 39 employees that work out of our offices in Denver, Colorado, Lucerne, Switzerland, Vancouver, Canada, and Toronto, Canada. Our employees are not subject to a labor contract or collective bargaining agreement.

Human Capital Management Strategy

The continued growth and success of our business depends on our people, and our people are one of our most important resources. Management is responsible for ensuring that our policies and practices support our desired corporate culture and employee development. Our human capital management strategy is built on attracting the best talent and developing and retaining talent. We have benefited from a very low voluntary turnover rate, with many of the current staff still with the Company after 10 years of employment.

Human Rights

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

Compensation and Benefits

We offer competitive compensation and benefits to attract and retain top talent. We provide competitive medical and other insurance coverage for employees and eligible dependents and provide for sick leave in the case of illness or absence due to the sickness of the employee or an immediate family member.

Development

We support the continued professional development of our employees by underwriting or subsidizing education and professional development programs for our employees.

Host Community Commitment

We actively seek opportunities to advance sustainability initiatives with the goal of supporting communities that host the operations in which we hold stream and royalty interests during our operators’ mining operations. Many of our operators also actively and positively impact the communities where they mine. We encourage their sustainability initiatives and other efforts and often make our own financial contributions in support of their programs.

Local Community Support

We also believe in supporting the communities where we live and work. Our annual charitable giving is administered by a committee of employees, including members of senior management, that selects donation targets and recipients in our local communities. We are proud to partner with leading charities in Denver, Lucerne, Toronto, and Vancouver that are actively responding to community needs with respect to medical supplies, food availability and security, elder care, and education.

SEC Filings

We file periodic and current reports, proxy statements, and other information with the SEC. This includes our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those forms. These reports are available free of charge on our website at www.royalgold.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports also can be obtained on the SEC’s website at www.sec.gov. The information on our website is not part of this or any other report filed with or furnished to the SEC.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described in this section. Our future performance is subject to risks and uncertainties that could have a material adverse effect on our business, results of operations, and financial condition and the trading price of our common stock. We may be subject to other risks and uncertainties not presently known to us or that we currently deem immaterial. In addition, please see our note about forward-looking statements included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Risks Relating to Our Business

Our revenue is subject to volatility in metal prices, which could adversely affect our results of operations and cash flow.

Market prices for gold, silver, copper and other metals fluctuate widely over time and are affected by numerous factors beyond our control. These factors include metal supply and demand, industrial and jewelry fabrication, investment demand, central banking actions, inflation and interest rates, currency values, forward sales by metal producers, and legal, political, social, trade, economic and banking conditions.

Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive most of our revenue from gold stream and royalty interests. Under our stream agreements, we purchase metal at a fixed price or a stated percentage of the market price and then sell the metal in the open market. If market prices decline, our revenue and cash flow from metal sales could also decline. A market price decline could also adversely affect our revenue from certain sliding-scale royalty agreements, under which price decreases below specified thresholds result in lower royalty rates. In addition, revenue under some of our royalty agreements is based on the proceeds of operator’s concentrate offtake sales to smelters which are determined provisionally at the time of sale, but may be adversely affected by offtake sales price adjustments that are made based on changes in metals prices between the date an operator provisionally sells concentrate to its offtake customer and the date the sale of concentrate is finally settled between the operator and its customer (typically a period of three to five months). These price adjustments can result in a negative adjustment to our revenue booked in the period during which the provisional sale occurs if metal prices are lower on final sale than they were on provisional sale.

Metal price declines could cause an operator to reduce, suspend or terminate production or development at a project, which could decrease or delay our future revenue or revenue expectations from the project. Also, many of our stream and royalty interests relate to metals that are not the primary metal produced at a project, and an operator’s production and development decisions affecting our interests may be influenced by changes in the price of the primary metal in which we hold no interest. These production or development decisions could prevent us from recovering our investment in a project or result in an impairment to the value of our investment.

We own non-operating interests in mining properties and cannot ensure properties are developed or operated in our best interests.

Our revenue is derived from stream and royalty interests in properties owned and operated by third parties. In general, we have no decision-making authority regarding the development or operation of the mineral properties underlying our stream and royalty interests. Operators make all or substantially all development and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, plant and equipment matters, temporary or

permanent suspension of operations, estimates of mineral resources and mineral reserves, and the marketing of products from the property. The operators of the properties in which we hold stream and royalty interests may make decisions that are adverse to our interests, and in some cases, the impact of our stream and royalty interests on operator economics may heighten the risk that operators make development or operating decisions adverse to our interests. For example, the cost of servicing the burden of our stream or royalty interest may deter operators from seeking to replace current mineral reserves as they are consumed, identify new mineral resources, or invest in improving production. Operators may also decide to prioritize exploration, development and extraction of minerals that are not subject to our stream or royalty interests or are outside the areas of interest subject to our stream and royalty interests.

The operators of the projects in which we hold stream and royalty interests may from time to time announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator controlling the project, who may not have comparable skills to, and whose interests may differ from, the operator in place at the time of our acquisition, any of which could adversely affect our interests.

We have limited access to the properties in which we hold stream or royalty interests and to information concerning the properties, which makes it more difficult for us to project or assess the performance of our stream and royalty interests and confirm information provided by the operators concerning the properties including mineral resources and mineral reserves, and our ability to disclose mineral resources and mineral reserves for the properties is limited by the SEC.

Our stream and royalty agreements provide us with limited access and information rights concerning the properties in which we hold stream or royalty interests. Operators generally provide us with limited information on mine production relating to the properties that are subject to our interests. Our access to additional property information depends upon the terms of the contracts that underlie our stream and royalty interests, which terms vary significantly among properties. In circumstances where we do receive additional property information, we do not have access to drilling, metallurgical, permitting, development, production, operating or other data in sufficient detail, nor do we have access to properties, sufficient to confirm much of the disclosure from the operators, including verifying mineral resources and mineral reserves disclosed by the operators. As a result, we generally rely on the operators’ disclosures and/or limited information provided to us by the operators for the information we use in monitoring our interests and in preparing our public disclosure.

Because we have limited information concerning the properties in which we hold stream or royalty interests, it may be difficult for us to project or assess the performance of a stream or royalty interest. Also, we generally are unable to evaluate the accuracy, completeness or fairness of the information provided to us, or disclosed, by operators and that we use in monitoring our interests and preparing our public disclosure. Any actions we take based on inaccurate or incomplete information from operators could adversely affect our business, financial condition or results of operations. The correction of inaccurate or incomplete information from operators could also cause the price of our common stock to decline.

In addition, because of our limited access to and information regarding the properties in which we hold stream and royalty interests, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under S-K 1300 in our SEC filings. See Item 2, Properties—Introduction—Mineral Resources and Mineral Reserves, for additional information. While we provide fulsome disclosure of the mineral resources and mineral reserves attributable to our stream and royalty interests on our website and in other public disclosure outside of our SEC filings, the absence of disclosure of mineral resources and mineral reserves in our SEC filings may make it more difficult for investors to evaluate our business and may impair our ability to raise capital or complete transactions involving a registered offering of securities.

Our acquisitions and other transactions may not result in anticipated returns or may not otherwise ultimately benefit our business.

We are continually reviewing opportunities to acquire new stream and royalty interests, and we have acquisition opportunities at various stages of review. Any acquisition could be material to us. At times, we also may consider ways to restructure our existing stream or royalty interests where we believe the restructuring would provide a long-term benefit to us, even though it could reduce near-term revenues or result in the incurrence of transaction-related costs, including accounting charges. The success of our stream and royalty interests is based in part on our ability to make accurate assumptions at the time of acquisition or restructuring about the amount and timing of revenue to be derived from those interests. These assumptions are based on a variety of factors, including the geological, geotechnical, hydrogeological, hydrological, metallurgical, legal, permitting, environmental, political, social and other aspects of the projects. For development projects, we also make assumptions about the cost, timing and conduct of development. If an operator fails to

bring a project into production as expected or if actual performance otherwise falls short of our assumptions, or if our assumptions prove inaccurate, our revenue derived from the project may not be sufficient to yield an adequate, or any, return on our investment. In addition, we could be required to decrease the carrying value of our investment, which could adversely affect our results of operations or financial condition. In the case of acquisitions of other businesses, such as our acquisitions of Sandstorm and Horizon in October 2025, our ability to realize the anticipated benefits from the transactions will depend in part upon our ability to effectively manage the integration of the acquired businesses. Potential difficulties and risks that may accompany such acquisitions include, among others, complexities associated with managing and supporting our expanded operations and portfolio, the failure to implement, maintain, or remediate effective internal controls over financial reporting and disclosure controls and procedures at acquired businesses on a timely basis, potential unknown liabilities assumed in the transactions, and unforeseen increased expenses. In addition, acquisitions require us to make significant judgments and estimates, including with respect to purchase accounting and the fair value of acquired assets and assumed liabilities. These judgments and estimates may prove incorrect and could result in material adjustments, write-downs, impairments, or, in certain circumstances, the restatement of our financial statements. We cannot ensure that any acquisition or other transaction will ultimately benefit Royal Gold.

Our future success depends on our ability to acquire additional stream or royalty interests at appropriate valuations.

Our future success depends largely on our ability to acquire additional stream or royalty interests at appropriate valuations. We may not adequately assess technical, operational, legal, environmental, political or social risks in connection with new acquisitions, or accurately forecast commodity prices in valuing proposed acquisitions, any of which could adversely affect our expected investment returns or future results of operations. We may not be able to identify and complete acquisitions of additional interests at appropriate prices or terms. We may not have sufficient liquidity or may not be able to obtain debt or equity financing at an acceptable cost of capital in order to fund acquisitions due to economic volatility, credit crises, changes in metal prices, or changes in legal, political, social or other conditions. In addition, certain of our competitors are larger and have greater financial resources than we do, and we may not be able to compete effectively against them. Further, there has been significant growth in the number and relative size of stream and royalty companies in recent years, and some of these companies may have different investment criteria and costs of capital than we do, or may be subject to different tax and accounting rules than we are, and we may not be able to compete effectively against them. Changes to tax rules, accounting policies or the treatment of stream interests by debt ratings agencies could make streams or royalties less attractive to operators or render us less able to compete with other stream and royalty companies that are organized in countries with more favorable tax, accounting or regulatory regimes.

For some properties, we may not realize all of the expected benefits of our investments if operators are unable to replace current mineral reserves as they are consumed or identify new mineral resources, which could adversely affect our future results of operations.

For some properties, our return on investment depends in part on the operators’ ability to replace mineral reserves as they are consumed in the ordinary course of mining. If current mineral reserves are not replaced as they are mined through conversion of mineral resources to new mineral reserves, or new mineral resources are not identified through expansion of known deposits, exploration or otherwise, our expected investment returns or future results of operations could be adversely affected.

A significant portion of our revenue comes from a small number of operating properties, and adverse developments at these properties could have a more significant or lasting effect on our results of operations than if our revenue were less concentrated.

Approximately 53% of our revenue for the year ended December 31, 2025, came from five properties: Mount Milligan (22%), Pueblo Viejo (13%), Cortez (7%), Andacollo (8%) and Kansanshi (3%). During 2025, we acquired a number of additional interests, including through our acquisitions of Sandstorm, Horizon and the Kansanshi gold stream, but we continue to expect a relatively small number of operating properties to represent a significant portion of our overall revenue going forward. This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these operating properties could have a more significant or longer-term effect on our results of operations than if our revenue were less concentrated.

We depend on the services of our directors, executives and other key employees, and the loss of one or more of these individuals could harm our business.

We believe that our success depends on retaining qualified executives and other key employees, especially in light of our limited number of personnel and the specialized nature of our business. These individuals have significant industry and Company-specific experience. If we are unsuccessful at retaining or attracting qualified personnel, our business could be disrupted and our reputation could be harmed, adversely affecting our ability to achieve our business objectives. We also depend on the continued service of our directors. Our Board is relatively small and certain areas of experience and expertise (including technical and legal expertise) may be concentrated in a limited number of directors. The loss of one or more directors, or our inability to attract and retain qualified director candidates, could adversely affect Board and committee effectiveness and oversight. In addition, changes in our Board’s composition, including due to retirements or other departures, may create succession challenges and could disrupt continuity, delay decision-making, or require additional time and resources to identify and onboard replacement directors. We do not currently maintain key person life insurance on any of our directors or executives.

A significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results.

We rely on a variety of information technology systems to manage and support our operations. For example, we depend on our information technology systems for financial reporting, operational and investment management, and email. These systems contain, among other information, our proprietary business information and personally identifiable information of our employees and others. The proper functioning of these systems and the security of such data is critical to the efficient operation and management of our business, and these functions are outsourced by us to third-party service providers on whom we rely for the proper functioning and security of these systems. In addition, these systems could require modifications or upgrades from time to time as a result of technological changes or growth in our business, and we may change the third-party service providers with whom we contract to maintain the functioning or security of these systems from time to time, which modifications, upgrades or changes could be costly and disruptive to our operations and could impose substantial demands on management’s time. Our systems, and those of our third-party service providers, could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network failures, viruses, ransomware or malware, physical or electronic break-ins, unauthorized access or cyber-attacks.

Any security breach could compromise our networks, and the information stored on them could be improperly accessed, disclosed, lost, stolen or restricted. Because techniques used to sabotage systems, obtain unauthorized access to systems or prohibit authorized access to systems change frequently and generally are not detected until successfully launched against a target, we or our third-party service providers may be unable to anticipate these techniques, and the cybersecurity processes, technologies and controls that we or our third-party service providers have implemented to secure our systems and electronic information may not be adequate to prevent a disruption or attack or to timely assess, identify and manage a cyber-attack. To the extent artificial intelligence and deepfake technologies capabilities improve and are increasingly adopted by threat actors, they may be used to craft increasingly sophisticated cybersecurity attacks against us or the third-party service providers upon which we are dependent.

Actions taken by us or third-party service providers in response to a cyber-attack may not be adequate. Any unauthorized activities could disrupt our operations or those of our third-party service providers on which we are dependent; result in the misappropriation or compromise of assets or confidential information; result in extortion or fraud; harm our employees or counterparties; cause us to violate privacy or security laws; or result in legal claims or proceedings, any of which could adversely affect our business, reputation or operating results.

Risks Relating to Our Stream, Royalty and Other Interests

Our revenue is subject to operational and other risks faced by operators of the properties in which we hold stream or royalty interests.

We generally are not required to pay capital or operating costs on projects in which we hold stream or royalty interests. However, our revenue and the value of our investments are indirectly subject to hazards and risks normally associated with developing and operating mining properties, including the following hazards and risks faced by the operators of the properties in which we hold stream or royalty interests:

•insufficient ore reserves

•increased capital or operating costs

•declines in the price of gold, silver, copper or other metals

•declines in metallurgical recoveries or inability to achieve projected recoveries

•inability to replace or increase mineral reserves and/or mineral resources as properties are mined

•construction or development delays

•operational disruptions, including those caused by pandemics or other global or local health crises

•inability to assess and manage project technical risks

•inability to obtain or maintain necessary permits

•inability to maintain, or challenges to, exploration or mining rights

•changes in mining taxes and royalties payable to governments, which could include increases or additional levies during periods of higher prices for gold, silver, copper or other metals, and political environments in general

•changes to environmental, permitting or other legal or regulatory requirements or the enforcement of such requirements, or other adverse government or court actions

•challenges to operations, permits or mining rights by local communities, indigenous populations, non-governmental organizations or others, and ineffective management of stakeholder communications and relations

•litigation between operators and third parties relating to the properties

•community or civil unrest, including protests and blockades

•labor shortages, increased labor costs, labor disputes, strikes or work stoppages, or inability to access sufficient experienced and trained personnel

•unavailability of mining, drilling or other equipment

•unanticipated geological conditions or metallurgical characteristics

•inadequate supplies of power, water or raw materials

•incorrect assumptions underlying production, mineral reserve and mineral resource estimates

•geotechnical and stability issues, including failures associated with pit walls, tailings storage facilities, heap leach facilities or underground excavations

•fires, explosions, major mechanical or electrical equipment failures, other industrial accidents or other property damage

•challenges managing land disturbances, reclamation requirements, tailings and waste storage, heap leach operations, release of contaminants or other environmental incidents or damage

•failure to operate in accordance with industry standard safety practices or government regulations

•occurrence of safety events, including lost-time incidents and/or fatalities

•natural catastrophes and environmental hazards such as unanticipated groundwater or surface water conditions, earthquakes or hurricanes

•physical effects of climate change, such as extreme changes in temperature, extreme precipitation events, flooding, longer wet or dry seasons, increased temperatures and drought, increased or decreased precipitation and snowfall, wildfires or more severe storms, any of which may result in costs and other adverse effects to operators

•regulatory changes designed to reduce the effects of climate change, including regulations designed to curtail greenhouse gas emissions, which may lead to increased costs for operators

•market risks associated with the perception of operators’ environmental, social and governance performance and their ability to deliver on related commitments and expectations

•market conditions, including prolonged periods of inflation and supply-chain disruptions and increased interest rates

•uncertain political and economic environments, including economic downturns

•insufficient financing or inability to obtain financing at all or at an acceptable cost of capital

•default by an operator on its obligations to us or its other creditors and counterparties

•insolvency, bankruptcy or other financial difficulty of the operator

•risk of disruption, damage or failure of information technology systems, and risk of loss and operational delays due to impacts to operational technology systems, such as due to cyber-attacks, malicious software, computer viruses, security breaches, design failures and natural disasters

The occurrence of any of these events could adversely affect operations at the properties in which we hold stream or royalty interests, which in turn could adversely affect our revenue, cash flow and financial condition.

Most of our revenue is derived from properties outside the United States, and risks associated with conducting business in foreign countries or other sovereign jurisdictions could adversely affect our business, results of operations, financial condition or the trading price of our common stock.

Approximately 85% of our revenue for the year ended December 31, 2025 came from properties outside of the United States, and many of the operators of such properties are organized outside of the United States. Our principal production stage stream and royalty interests on properties outside of the United States are located in Canada, the Dominican Republic, Chile and Zambia. In the United States and other countries, indigenous people may be recognized as sovereign entities and may enforce or seek to enforce their own laws and regulations on projects within their sovereign territories. Our activities and operators’ activities are subject to the risks associated with conducting business in foreign countries or other sovereign jurisdictions, including the following:

•expropriation or nationalization of mining property or other government takings

•seizure of mineral production

•exchange and currency controls and fluctuations

•limitations on foreign exchange or repatriation of earnings

•restrictions on mineral production or price controls

•governmental regulations relating to foreign investment and the mining business or changes in the interpretation of such regulations

•import or export regulations, including trade wars and sanctions and restrictions on metal exports

•changes in government taxation, royalties, tariffs or duties, which could include increases or additional levies during periods of higher prices for gold, silver, copper or other metals, and political environments in general

•changes in economic, trade, diplomatic or other relationships between countries or the effects on global and economic conditions, the stability of global financial markets, or the ability of key market participants to operate in certain financial markets, including the imposition of sanctions on doing business with certain governments, companies or individuals

•high rates of inflation

•unfamiliar or uncertain foreign real estate, mineral tenure, safety or environmental laws or rules

•war, crime, terrorism, sabotage, blockades, hostage taking or other forms of civil unrest

•uncertain political or economic environments, including economic downturns

•corruption, fraud, lack of transparency or underdeveloped laws, courts or rule of law

•exposure to liabilities or increased compliance costs under anti-corruption, anti-money laundering, child labor or forced labor laws

•involvement in operations by state-owned or state-controlled entities

•suspension of the enforcement of creditors’ or stockholders’ rights

•loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supplies

In addition, because many of our operators are organized outside of the United States, our stream and royalty interests may be subject to the application of foreign laws to our operators and their stockholders, including laws relating to taxation, foreign ownership structures, corporate transactions, creditors’ rights, bankruptcy and liquidation. Foreign operations also could be adversely affected by laws and policies of the United States relating to foreign trade, investment and taxation.

These risks may limit or disrupt the development or operation of properties in which we hold stream and royalty interests or impair our rights or interests in these properties, which could adversely affect our results of operations or financial condition.

Concerns regarding the environment or climate change could lead to increased regulation and scrutiny of the mining industry, which could adversely affect our financial condition, revenue and the value of our interests.

Mining operations are subject to extensive laws and regulations governing land use and the protection of the environment. In addition, many countries have implemented laws and regulations designed to address the effects of climate change, including rules to disclose and reduce industrial emissions and other environmental impacts to which operators or we may be subject. These laws and regulations are constantly evolving in a manner generally expected to result in stricter standards, increased liability and increased costs. Compliance with these laws and regulations can impose substantial costs and burdens on the operators of the properties subject to our interests and perhaps on us as well. In addition, an operator’s failure to comply with these laws and regulations could result in injunctive action, orders to suspend or cease operations, damages, or civil or criminal penalties on the operator. Further, due to expansive environmental laws and regulations, it is possible that we could become subject to environmental liabilities for historic periods during which we owned or operated properties or relative to our current ownership interests in mining claims or leases. If any of these events were to occur, our financial condition, revenue and the value of our interests could be adversely affected.

Concerns over climate change could also limit the ability of companies in the mining industry, including both operators and non-operators like Royal Gold, to access debt and equity markets, and such limitations could have a corresponding adverse effect on their businesses and operations, including the ability of operators to engage in exploration, development and production activities. If we encounter difficulties in accessing the commercial debt market, our ability to finance new acquisitions of stream and royalty interests could be adversely affected. In addition, if we have to rely on issuing equity to finance transactions, our stock price could be adversely affected, and our stockholders’ ownership could be diluted.

Our equity interest in the Hod Maden project subjects us to risks associated with developing and operating mining properties, in addition to risks related to the conduct of joint arrangements.

We hold a 30% non-operating equity interest in the entity which owns the Hod Maden project located in Türkiye. While we intend to seek to convert this equity interest into a stream or royalty interest more typical of our business model, such a conversion could take longer than anticipated or may not occur at all. Our equity interest exposes us to many of the hazards and risks normally associated with developing and operating mining properties, including many of the risks faced by operators that are identified elsewhere in these risk factors. Also, we are not the operator of the Hod Maden project and our non-operating equity interest is subject to many of the risks applicable to our stream and royalty interests identified elsewhere in these risk factors.

In addition to the risks normally associated with developing and operating mining properties and holding interests in properties in which we are not the operator, our equity interest in the entity which owns the Hod Maden project exposes us to risks related to the conduct of joint arrangements. The existence or occurrence of one or more of the following circumstances and events could have a material adverse effect on our equity interest:

•increases in the capital requirements to develop the Hod Maden project, substantially all of which are anticipated to be funded by the parties to the joint arrangement

•changes in the timing or amount of the funding obligations for the Hod Maden project by the parties to the joint arrangement and the ability of the parties to the joint arrangement (including us) to fund or finance such obligations

•disagreements among the parties to the joint arrangement on how to develop and operate the Hod Maden project efficiently

•our inability to exert influence over many strategic decisions made in respect of the Hod Maden project, including key budgeting, development and production decisions

•potential litigation among the parties to the joint arrangement regarding joint arrangement matters

The success of any joint arrangement will be dependent on the operator for the timing of activities related to the Hod Maden project and we will be largely unable to direct or control the activities of the operator. We are unable to provide assurance that all decisions of the operator will achieve the expected goals, including the successful development of the Hod Maden project and its transition to commercial production.

Financing Risks

Our indebtedness or difficulties in accessing the commercial debt market could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, 2025, we had $0.9 billion outstanding and $0.5 billion available under our revolving credit facility. Historically, we have used borrowings under our credit facility to finance investments and acquisitions, and we may incur additional indebtedness for investments, acquisitions or other purposes in future periods.

Our credit facility expires in June 2030. In the future, we may be unable to obtain new financing or refinance indebtedness on acceptable terms or in amounts sufficient for our business objectives. Our ability to obtain financing, our borrowing costs, and the terms of any financings depend, in part, on prevailing market conditions at the time we seek financing, which may vary based on factors such as market interest rates and ancillary fees, acceptable return targets for lenders, changes in strategy among lenders, and lenders’ willingness to provide financing to the mining industry. Weakness in financial markets or economic conditions, or depressed market prices for gold, silver, copper or other metals, may also increase the interest rates that lenders require us to pay or adversely affect our ability to obtain financing. Further, financial institutions are facing increasingly rigorous regulation, including more stringent capital and leverage requirements, which may decrease their ability or willingness to lend to us in amounts or on terms comparable to our current credit facility, or at all.

Our current and any future indebtedness, higher borrowing costs or difficulties in accessing the commercial debt market could adversely affect us as follows:

•require us to dedicate a substantial portion of our cash flow from operations to service indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital or dividends

•limit our flexibility in planning for, or reacting to, changes in our business

•restrict us from exploiting business opportunities

•make us more vulnerable to downturns in our business or the economy

•place us at a competitive disadvantage compared to our competitors with less indebtedness or greater access to financing

•require the consent of our existing lenders to incur additional indebtedness

•limit our ability to borrow additional funds for acquisitions, working capital or debt-service requirements

•increase our cost of capital, including as a result of higher interest rates and the effects of exchange rates

•decrease our future earnings

•increase our exposure to the credit risks of bank group lenders or those institutions with which we maintain deposits

Our credit agreement contains financial and other restrictive covenants. These covenants could limit our ability to engage in activities that we consider to be in our long-term best interests. Our failure to comply with these covenants could result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness.

Legal Risks

Defects in our stream or royalty interests or the properties to which they relate or the bankruptcy or insolvency of an operator could adversely affect the value of our investments.

We conduct legal due diligence that we believe is appropriate under the circumstances before acquiring stream or royalty interests, which varies based on the size of the interest, the stage of the underlying project, and the availability and reliability of information. However, our due diligence may not identify all issues, and defects or problems may exist relating to the existence, validity, enforceability, or terms of our stream and royalty interests or the geographic extent the

properties to which they relate. Similarly, stream interests and, in many jurisdictions, royalty interests, are or can be contractual in nature, rather than interests in land. As a result, these interests may not survive a bankruptcy or insolvency of an operator. We often do not have the protection of security interests or similar rights that could help us sustain or recover all or part of our investment in a stream or royalty interest in the event of an operator’s bankruptcy or insolvency. In addition, the contracts governing our stream and royalty interests, including intercreditor agreements with other providers of capital, may not have sufficient legal protections or a court could impose restrictions on enforcement of our rights. If our stream or royalty interests were set aside through judicial or administrative proceedings or if we are unable to enforce our contractual rights, our results of operations and the value of our investments could be adversely affected.

Some of the agreements governing our stream and royalty interests contain terms that could adversely affect the revenues generated from those interests.

Revenue from some of our stream and royalty interests decreases or stops after threshold production, delivery or payment milestones are achieved or other events occur. For example, our stream interests at Andacollo, Kansanshi and Pueblo Viejo, and certain of our royalty interests at other properties, contain provisions for rate reductions and/or cash price increases. As a result, past production and revenue relating to these interests may not be indicative of future results. Conversely, some of our stream and royalty interests are subject to production, delivery or payment milestones that must be achieved before we begin receiving payments or before the applicable economic terms apply. For example, silver sales pursuant to our stream interest at Pueblo Viejo are subject to a delivery deferral mechanism pursuant to which approximately 2.471 million ounces have been deferred as of December 31, 2025. After 50 million ounces of silver have been delivered, the operator is no longer permitted to defer additional silver sales, although the timing for the delivery of the previously deferred ounces is uncertain and may never occur. There can be no assurance that the applicable production, delivery or payment milestones will be achieved. In addition, some of our stream and royalty interests do not cover all of the mineral reserves or mineral resources at certain properties, which could mean that overall performance reported by the operators may not correlate to the performance of our interests in the properties.

Operators may fail to comply with their contractual arrangements with us or may interpret their obligations in a manner adverse to us, which could decrease our revenue or increase our costs.

At times, operators may be unable or unwilling to fulfill their contractual obligations to us. In addition, we often rely on the operators for the calculation of our stream deliveries or royalty payments. There may be errors in the calculations of payments. Payments to us may be delayed by restrictions imposed by the operators’ lenders, financial distress and related events affecting the operators, delays in the sale or delivery of products, or the ability or willingness of smelters and refiners to process mine products. Our rights to payment under our stream and royalty agreements must, in most cases, be enforced by contract. When we enter into new stream or royalty agreements, we attempt to secure contractual rights that allow us to monitor operators’ compliance with their obligations to us, such as audit or access rights. However, these rights may not be sufficient to ensure compliance. In addition, our stream and royalty agreements are often complex and may be subject to interpretation or uncertainties. Operators and other counterparties may interpret our interests in a manner adverse to us. For these or other reasons, we could be forced to expend resources or take legal action to enforce our contractual rights. We may not be successful in enforcing our contractual rights. As a result, our revenue relating to the disputed interests could be adversely affected. We may also need to expend significant monetary and human resources to defend our position, which could adversely affect our results of operations. In addition, we may be required to make retroactive revenue adjustments as a result of information that we learn through audit or access rights or otherwise from operators and other counterparties.

Changes to U.S. and foreign tax laws could adversely affect our results of operations.

We are subject to taxation in the U.S. and other jurisdictions. Current economic and political conditions make tax laws and their interpretation subject to a significant change in any jurisdiction. We cannot predict the timing or significance of future tax law changes in the U.S. or other countries in which we do business. If material tax law changes are enacted, our future effective tax rate, results of operations and cash flows could be adversely affected.

Anti-corruption laws and regulations could subject us to liability and require us to incur costs.

We are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws that prohibit improper payments or offers of payments to third parties, including foreign governments and their officials, for the purpose of obtaining or retaining business. In some cases, we invest in mining operations in certain jurisdictions where corruption may be more common. Our international investment activities create the risk of unauthorized payments or offers of

payments in violation of the FCPA or other anti-corruption laws by one of our employees or agents in violation of our policies. In addition, the operators of the properties in which we hold stream and royalty interests may fail to comply with anti-corruption laws and regulations. Although we do not operate these properties, enforcement authorities could deem us to have some culpability for the operators’ actions. Any violations of the FCPA or other anti-corruption laws could result in significant civil or criminal penalties to us and could adversely affect our reputation.

Risks Related to Our Common Stock

Our stock price may continue to be volatile, and you could lose all or part of your investment.

The market price of our common stock has fluctuated in the past and may continue to do so in the future. For example, during the year ended December 31, 2025, the market price of our common stock ranged from a low of $131.73 to a high of $235.52. Many factors unrelated to operating performance can contribute to volatility in the market price of our common stock, including the following:

•market prices of gold, silver, copper and other metals

•economic, market, political, social or public health conditions

•developments relating to properties on which we hold stream or royalty interests

•interest and inflation rates and expectations about both

•currency values

•credit market conditions

•research and reports that securities or industry analysts may publish about us, our business, our market or our competitors

Market fluctuations, regardless of cause, may adversely affect our stock price. As a result, you could lose all or part of your investment.

We may issue additional equity securities, which would dilute our existing stockholders and reduce our per-share financial measures and could reduce the market price of our common stock.

We may issue additional equity in the future in connection with acquisitions, strategic transactions or for other purposes. If we issue additional equity securities, our existing stockholders could be diluted and our per-share financial measures could be reduced. In addition, shares of common stock that we issue in connection with an acquisition may not be subject to resale restrictions. The market price of our common stock could decline if our stockholders sell substantial amounts of our common stock or are perceived by the market as intending to sell these shares other than in an orderly manner.

We may change our practice of paying dividends, which could reduce the value of your investment.

We have paid a cash dividend on our common stock since calendar year 2000 and have increased our dividends significantly in recent years. Our Board of Directors has discretion in determining whether to declare a dividend based on a number of factors, including metal prices, economic or market conditions, earnings, cash flow, financial condition and funding requirements for future opportunities or operations. In addition, corporate law limitations or future contractual restrictions could limit our ability to pay dividends in the future. If our Board of Directors reduces or eliminates future dividends, our stock price could fall, and the success of your investment would depend largely on any future stock price appreciation. There can be no assurance that we will continue to increase our dividends in the future or that we will continue to pay any dividends.

Provisions of Delaware law and our organizational documents could delay or prevent a third party from acquiring us.

The anti-takeover provisions of Delaware law impose barriers to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws contain provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding common stock. Among other things, these provisions provide for the following:

•our Board of Directors may approve the issuance of shares of common stock and preferred stock without stockholder approval, except as may be required by Nasdaq rules

•our Board of Directors may establish the rights and preferences of authorized and unissued preferred stock

•our Board of Directors is divided into three classes of directors serving staggered three-year terms

•stockholders may not call special meetings of stockholders

•stockholders must provide advance notice of stockholder proposals and related information

•vacancies and newly created directorships on the Board of Directors may be filled by affirmative vote of a majority of the directors then serving on the Board

These provisions could increase the cost of acquiring us or discourage a third party from acquiring us or removing incumbent management, which could decrease the value of your investment.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

To identify and assess material risks from cybersecurity threats, our enterprise risk management program considers cybersecurity threat risks alongside other Company risks as part of our overall risk assessment process. We describe how risks from identified cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our results of operations and financial condition, in the risk factor entitled “A significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results” under Item 1A, Risk Factors, of this report.

The Senior Vice President and Chief Financial Officer, with assistance from other members of management and contracted information technology and cybersecurity consultants (including consultants with decades of experience in information technology and cybersecurity roles), is responsible for managing our cybersecurity program, policies and strategy. Under its Charter, the Audit and Finance Committee (“AFC”) of our Board of Directors is responsible for oversight of our cybersecurity program. Quarterly and annual reports are provided to our AFC and Board of Directors, respectively, on the cyber risks, threats and projects impacting our cybersecurity program. As part of our continuing effort to evaluate and enhance our cybersecurity program, including risks associated with using third-party service providers, we regularly evaluate the effectiveness of our cybersecurity policies and procedures and provide our employees with cybersecurity training on current and evolving cybersecurity threats.

ITEM 2. PROPERTIES

Introduction

This Item 2 provides summary information about our portfolio of stream and royalty interests, as well as more detailed information about our material stream and royalty interests.

Principal Properties

Royal Gold management periodically reviews the materiality of individual stream and royalty interests within our portfolio. As of December 31, 2025, we determined that five of our stream and royalty interests are material to our business or financial condition: Andacollo, Cortez, Kansanshi, Mount Milligan, and Pueblo Viejo. We sometimes refer to these properties as our material, or principal, properties. In making this determination, management considers primarily the relative contribution of estimated future revenue. Estimated future revenue is derived from multiple factors, including Net Asset Value, projected average annual attributable GEO production over the next five years, and resource and reserve attributable GEO expectations across life of mine assumptions.

Mineral Resources and Mineral Reserves

Under S-K 1300, disclosure of mineral resources and mineral reserves must be based on and accurately reflect information and supporting documentation prepared by a “qualified person,” as such term is defined in S-K 1300. A registrant is

responsible for determining that a person meets the qualifications specified under the definition of qualified person and that the disclosure in the registrant’s filing accurately reflects the information provided by the qualified person.

As a stream and royalty company, we have limited access to and information regarding the properties in which we hold interests, and because of these limitations, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under the standards for disclosure established by S-K 1300 for any of the properties in which we hold interests. In addition, based on guidance from the staff of the SEC, we are not able to rely on disclosure of mineral resources and mineral reserves by the operators of the properties as a basis for our disclosure of mineral resources and mineral reserves under S-K 1300 because such disclosure does not constitute “required information” within the meaning of Item 1303(a)(3)(iii) or Item 1304(a)(2)(iii) of Regulation S-K, and the staff of the SEC further interprets S-K 1300 to preclude in SEC filings the supplemental disclosure of mineral resources and mineral reserves that do not satisfy the standards for disclosure established by S-K 1300. As a result, we are unable to disclose mineral resources and mineral reserves for the properties in which we hold stream and royalty interests in our filings with the SEC. However, we provide disclosure of resources and reserves for the properties in which we hold such interests, as provided to us by the operators or publicly disclosed by the operators, on our website at www.royalgold.com. The information on our website is not part of this or any other report filed with or furnished to the SEC.

Sources of Information

Our disclosures in this Item 2 are based on information provided to us by the operators of the properties or disclosed by the operators in their public filings with the SEC or Canadian securities regulators, including technical reports filed with Canadian securities regulators pursuant to National Instrument 43-101 (“NI 43-101”), and the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards and 2019 Best Practice Guideline (“CIM Standards”). We are providing this information because it represents information that we have in our possession and that we believe is responsive to the disclosure obligations set forth in S-K 1300. In some cases, we refer to information for our principal properties as of periods earlier than December 31, 2025 because the operators did not yet disclose more current information by the time we finalized this report.

Newmont Corporation (“Newmont”), a party to joint ventures with Barrick Mining Corporation (“Barrick”) on each of Pueblo Viejo and the mining operations operated by Nevada Gold Mines LLC (“NGM”), a joint venture with respect to their Nevada operations, which includes Cortez, has filed technical report summaries prepared under S-K 1300 for each of Pueblo Viejo and the collective Nevada Gold Mines operations. Such technical report summaries, while providing important information about the properties, do not provide information sufficient for qualified persons acting on behalf of the Company to be able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves for such properties under the standards for disclosure established by S-K 1300 (see “Mineral Resources and Mineral Reserves” above), and Barrick has denied our requests for such additional information. Pueblo Viejo and Cortez are our only principal properties for which technical report summaries have been prepared by the operators under S-K 1300. For our other principal properties, we requested that the operators either (i) designate qualified persons who would prepare technical report summaries under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the properties, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designated by us to prepare technical report summaries under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the properties. In each case, the operator denied our request. None of the operators is an affiliate of Royal Gold.

Any references in this report to the technical reports, technical report summaries, or other information publicly disclosed by the operators of the properties subject to our stream and royalty interests shall not be deemed to incorporate such information by reference into this report or any future filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference.

Omission of Certain Information

While S-K 1300 generally requires registrants that hold royalty, streaming, or other similar rights to provide the same disclosure regarding properties as the operators of the properties, S-K 1300 also provides certain accommodations to registrants that hold royalty, streaming, or other similar rights. We rely on the accommodations set forth in Item 1303(a)(3) and Item 1304(a)(2) of Regulation S-K to omit information required under Items 1303 and 1304 to which we lack access,

and in accordance with Item 1303(a)(3) and Item 1304(a)(2) of Regulation S-K, we (i) specify the information to which we lack access, (ii) explain that we do not have access to the required information because obtaining the information would result in an unreasonable burden or expense or we requested the information from the applicable operator and our request was denied, and (iii) provide all required information that we do possess or can acquire without incurring an unreasonable burden or expense.

Absent an exemption, a registrant must obtain a dated and signed technical report summary from a qualified person identifying and summarizing the information reviewed and conclusions reached by the qualified person about the mineral resources or mineral reserves determined to be on each material property. As noted above, we do not have sufficient access and information for qualified persons acting on behalf of the Company to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under the standards for disclosure established by S-K 1300 for any of the principal or other properties in which we hold stream or royalty interests, and accordingly, we have not sought to obtain dated and signed technical report summaries from qualified persons pursuant to Item 1302(b)(1) of Regulation S-K.

Applicable Internal Controls

We have in place procedures to gather certain limited information from operators concerning the properties over which we hold stream and royalty interests, including reviewing operator reports (mostly consisting of public filings by the operators, in most cases under foreign reporting regimes and not pursuant to S-K 1300), reviewing information provided to us by the operators under the terms of our stream or royalty agreements, and, in some cases, discussing the properties with operator personnel and reviewing information gained from site visits.

As noted above under “Mineral Resources and Mineral Reserves,” we do not disclose mineral resources and mineral reserves pursuant to S-K 1300 for the properties with respect to which we hold stream and royalty interests. In addition, we do not engage in exploration efforts on those or any other properties. As such, we do not use internal controls in any exploration and mineral resource and reserve estimation efforts within the meaning of Item 1305 of Regulation S-K.

Summary

We own a large portfolio of stream and royalty interests on properties at various stages of review and development.

The following map shows the approximate geographic distribution of all properties on which we hold stream or royalty interests. In many cases, properties shown on the map are in close proximity and the individual properties are not separately identifiable.

Aggregate annual production for all properties on which we hold stream or royalty interests during the years ended December 31, 2025, 2024 and 2023, is shown in the table below. The reported production relates to the amount of stream metal sales and sales attributable to our royalty interests and may differ from the operators' public reporting due to a number of factors, including timing of the purchase of our interest (for example, Kansanshi), timing of the operator's concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

			Years Ended
Stream		Metal	December 31,<br>2025	December 31,<br>2024	December 31,<br>2023
	Mount Milligan	Gold (oz)	152,084	164,248	165,844
		Copper (lb)	52,545,336	63,066,689	62,985,699
	Andacollo	Gold (oz)	22,384	20,049	25,455
	Pueblo Viejo	Gold (oz)	374,005	332,184	360,931
		Silver (oz)	952,890	1,151,253	1,362,568
	Kansanshi	Gold (oz)	7,744	—	—
	Other	Gold (oz)	525,634	495,446	503,390
	Other	Silver (oz)	1,698,441	1,751,266	1,937,089
	Other	Zinc (lb)	1,320,788	—	—
Royalty
	Cortez	Gold (oz)	743,329	720,135	890,702
		Silver (oz)	96,688	87,690	105,836
	Other	Gold (oz)	2,928,926	2,428,155	1,905,190
	Other	Silver (oz)	29,998,029	35,152,754	19,538,810
	Other	Copper (lb)	526,944,911	203,990,454	173,165,799
	Other	Nickel (lb)	76,788,446	37,912,955	27,753,538
	Other	Lead (lb)	208,626,372	212,854,866	106,938,075
	Other	Zinc (lb)	699,306,428	544,744,965	222,457,704

Location of the Properties

Approximately 85% of our revenue for the year ended December 31, 2025 came from properties outside of the United States, and most of our operators are organized outside of the United States. Our material properties are located in Canada, Chile, the Dominican Republic, the United States and Zambia.

Type and Amount of Ownership Interests

A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. See “Certain Definitions” in Item 1, Business, for more information.

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. See “Certain Definitions” in Item 1, Business, for more information.

As of December 31, 2025, we owned stream interests on 23 properties and royalty interests on 341 properties.

Identity of Operator or Operators

We work with 257 different operators among our stream and royalty properties; of these 141 are headquartered in Canada, 31 are headquartered in the United States, and 88 are headquartered outside of Canada and the United States. In general, our operators are domiciled in the countries in which they operate. For further information about the operators of our material properties, refer to the section entitled “Material Properties” below.

Titles, Mineral Rights, Leases, or Options and Acreage Involved

The mineral rights covered by our stream and royalty interests vary depending on the country and include concessions, mining claims, fee lands, mining leases and mining licenses of varying stages depending upon the property. For information about the specific mineral rights that relate to our material properties, refer to the section entitled “Material Properties” below.

It is difficult for us to assess the total number of acres related to our stream and royalty interests by references to operator disclosure or review of public records because our interests do not always cover the entirety of a property. Also, in some cases, our interests extend to mineral rights acquired by an operator within an area of interest beyond the original property boundaries at the time of our investment, and the operators will, from time to time, add or subtract acreage from individual properties without notice to us.

Stage of the Properties (Exploration, Development, or Production)

S-K 1300 subdivides mineral properties into three stages.

1.Production stage properties

2.Development stage properties

3.Exploration stage properties. Royal Gold further subdivides exploration stage properties into two categories:

a.Evaluation stage properties, for which mineral resources have been declared, supported by an appropriate technical report, and

b.Exploration stage properties, for which no mineral resources have been declared.

As of December 31, 2025, we owned stream interests on 18 production stage properties and 5 development stage properties.

As of December 31, 2025, we owned royalty interests on 63 production stage properties, 24 development stage properties, and 254 exploration stage properties, of which we consider 76 to be evaluation stage properties.

Key Permit Conditions

Operators of the mines that are subject to our stream and royalty interests must comply with environmental, mine safety, land use, water use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, the Dominican Republic, Zambia, and other countries where we hold interests. Although we, as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

In general, we have no decision-making authority regarding the development or operation of the mineral properties underlying our stream and royalty interests. Operators make all or substantially all development and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, tailings storage facility (“TSF”) design and operation, plant and equipment matters, and temporary or permanent suspension of operations, as well as estimates of resources and reserves.

Mine Types and Mineralization Styles

Our stream and royalty interests in operating mines cover all types of mineralization styles in a number of primary commodities. Table 1 shows mine types and mineralization styles at our principal properties.

Table 1 Mine Type and Mineralization Style for Principal Properties

Property	Mine Type	Mineralization styles
Andacollo	Open Pit	Porphyry copper-gold
Cortez	Open Pit & Underground	Carlin-Type sediment-hosted gold
Kansanshi	Open Pit	Sediment and vein-hosted copper-gold
Mount Milligan	Open Pit	Porphyry copper-gold
Pueblo Viejo	Open Pit	High-Sulfidation Epithermal gold-silver

Additional specific information on the principal properties is available in the section entitled “Material Properties” below.

Processing Plants and Other Available Facilities

Facilities and infrastructure for the properties subject to our stream and royalty interests vary widely based on the stage of each property.

Our principal properties are all production stage mining properties. As such, each of the mining properties to which our principal properties relate has infrastructure and facilities appropriate to conduct mining and processing operations. A summary of key processing infrastructure is shown in Table 2.

Table 2 Key Process Infrastructure for Principal Properties

Property	Processing
Andacollo	20.1 million tonne per annum (“Mtpa”) sulfide flotation mill producing a copper-gold concentrate
Cortez	4.90 Mtpa cyanide leaching mill along with heap leaching facilities for lower-grade, oxide gold ores and offsite processing of refractory ores, producing a gold-silver doré
Kansanshi	7 Mtpa oxide circuit, 8 Mtpa mixed ore circuit, 13 Mtpa sulfide circuit, and 28 Mtpa sulfide circuit – total capacity 56 Mtpa. On-site copper anode (smelting) and cathode (SX-EW) and gold dore production
Mount Milligan	21.9 Mtpa sulfide flotation mill producing a single concentrate containing copper, gold and silver
Pueblo Viejo	14 Mtpa whole ore and flotation pressure oxidation and cyanide leaching plant producing a gold and silver doré

Measurement units presented in this report are generally metric units, with the exception that gold and silver quantities are reported in troy ounces and the content for copper is presented in pounds. There may be small rounding differences due to unit conversions.

Summary of All Mineral Resources and Mineral Reserves

As noted above under “Introduction—Mineral Resources and Mineral Reserves,” we have limited access to, and limited information regarding, the properties to which our stream and royalty interests relate, and because of these limitations, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under the standards for disclosure established by S-K 1300 for any of these properties. We have requested that the operators of our principal properties either (i) designate qualified persons who would prepare technical report summaries under S-K 1300 for filing with the SEC (if the operator has not already done so) and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the properties, or (ii) provided qualified persons designed by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designed by us to prepare technical report summaries under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the properties. In each case, the operator denied our request, and as a result, we are omitting disclosure of mineral resources and mineral reserves from our summary disclosure and individual material property disclosure because we cannot provide such disclosure without incurring an unreasonable burden or expense.

Material Properties

The disclosures below regarding our principal properties are derived from publicly available reports of the operators and/or other reports provided to Royal Gold under the terms of Royal Gold's stream or royalty agreements with the respective operators and have generally been prepared pursuant to the mining disclosure regime of the applicable jurisdiction in which the operator reports. We do not independently prepare or verify this information and, as the holder of the stream or royalty interest, we do not have access to the properties or operations or to sufficient data to do so. We are dependent on the operators of the properties to provide information to us. There can be no assurance, and we cannot verify, that such third-party information is complete or accurate.

Andacollo

The disclosures below regarding the Carmen de Andacollo Mine (“Andacollo”) are derived from the Technical Report dated July 12, 2006, pursuant to NI 43-101, as well as the Annual Information Form, dated February 19, 2025, of Teck Resources Limited (“Teck”), attached as Exhibit 99.1 to Teck’s Annual Report on Form 40-F for the year ended December 31, 2024, as well as press releases issued by Teck. Teck presents mineral resource and mineral reserve updates pursuant to

CIM Standards. Royal Gold requested that the operator either (i) designate qualified persons who would prepare a technical report summary under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the property, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designated by us to prepare a technical report summary under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the property, and the operator denied the request.

Location

Andacollo is an open pit mine and milling operation located in central Chile, Coquimbo Region at 30.25°S latitude and 71.10°W longitude and is operated by Compañía Minera Teck Carmen de Andacollo (“CMCA”), a 90% owned subsidiary of Teck. The Andacollo mine is located in the foothills of the Andes Mountains approximately 2 kilometers (“km”) southwest of the town of Carmen de Andacollo, 55 km southeast from the regional capital of La Serena, and 350 km north of Santiago.

The mine property lies at the southern limit of the Atacama Desert at a mean elevation of 1,050 meters (“m”) above sea level. Geomorphologically, it is characterized by northerly trending valleys bounded by low rolling foothills of the Andes. The average annual temperature is 18.8°C with a range from -5°C in the winter to 32°C in the summer. Average annual rainfall is low (less than 100 millimeters (“mm”)) and concentrated within the months of May to August.

Infrastructure

Infrastructure to support the mining and processing operation is in place and fully supports the operation.

Access to the mine is provided by Route 43 (“R-43”) south from La Serena to El Peñon. From El Peñon, D-51 is followed east and eventually curves to the south to Andacollo. Both R-43 and D-51 are paved roads.

The mine is along a 2 km section of paved road from the town of Carmen de Andacollo. Airport facilities are available in La Serena with connections to Santiago and other cities located in the northern portion of the country. Port facilities are available at Coquimbo.

Andacollo is supplied with electric power by a 110 kilovolt (“kV”) line from El Peñon. In August 2020, Teck entered into a long-term power purchase agreement to provide 100% renewable power for Andacollo’s operations, which went into effect in September 2020 and will run through the end of 2031.

Process water is currently pumped to the site via a 30-centimeter (“cm”) diameter pipeline, primarily sourced from groundwater extracted near La Serena, approximately 50 km from the site.

Several mines operate within the same geographical area and, as such, supplies, material, and experienced mine labor are readily available. The majority of mine personnel live in the town of Carmen de Andacollo or in the nearby cities of Coquimbo and La Serena. These cities have a combined population of about 350,000 inhabitants.

Area of Interest

The stream interest of our wholly owned subsidiary, RGLD Gold AG (“RGLD Gold”), at Andacollo covers 1,225 exploitation mining concessions, including 1,174 concessions termed the “Mining Properties” and 51 concessions termed the “Dayton Concessions.” RGLD Gold’s interest also covers any additional mineral rights held by the operator before the effective date of the stream agreement, as described below, or acquired after the effective date which are wholly or partially located within an approximately 1.5 km radius from the external boundary of the “Mining Properties,” any mining concessions held by CMCA or acquired following the effective date of the agreement which are wholly or partially located within approximately 1 km radius from certain boundaries laid out in the agreement, and any Dayton Concession held by CMCA as of the effective date of the agreement, or acquired after the effective date.

Stream Agreement

Under the Long Term Offtake Agreement, dated July 9, 2015, between CMCA and RGLD Gold, RGLD Gold owns the right to purchase 100% of the gold produced from the Andacollo copper-gold mine until 900,000 ounces of payable gold have been delivered, and 50% thereafter. The cash purchase price equals 15% of the monthly average gold price for the month preceding the delivery date for all gold purchased. As of December 31, 2025, approximately 392,900 ounces of payable gold have been delivered to RGLD Gold.

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

Property Description

The Andacollo operation consists of an open pit mine, sulfide concentrator, and an inactive copper heap leach facility.

The open pit mine is designed with a 10m bench height and an average overall pit slope of 53 degrees. A conventional owner operated and maintained truck and shovel mining operation is used for exploiting the hypogene reserve. See “Property Geology” below. Mining is carried out with 26 cubic meter (“m3”) hydraulic shovels and 19 m3 front-end loaders loading 180-tonne capacity haul trucks.

The life of mine waste to ore ratio was 0.35:1 at the start of the mine life and has reduced over time. With the majority of the mining activity, ore is delivered to stockpiles or the primary crusher and approximately 95% of the waste rock is used for the tailings dam construction.

Copper concentrate is produced by processing hypogene ore through semi-autogenous grinding and a flotation plant with the capacity to process up to 55,000 tonnes per day (“tpd”), depending on ore hardness.

Copper concentrates produced by the operation are sold under long-term contracts to smelters in Asia and Europe, using the LME Price as the basis for copper pricing, and with treatment and refining charges negotiated on an annual basis.

Tailings from the ore processing operation are stored in a single facility that has been used since the sulfide concentrator processing was initiated in 2010. The facility consists of five retention structures and high natural topography. The full facility is designed with six downstream embankment raises, which has a design capacity sufficient for the current ore reserve.

Age and Condition of Infrastructure

The sulfide concentrator was commissioned in 2010.

Royal Gold does not have specific information as to the physical condition or age of the equipment and infrastructure.

Book Value

Royal Gold is not permitted to disclose the operator’s book value or total cost detail for the property and associated plant and equipment.

Property History

A predecessor to CMCA began mining the oxide and supergene enrichment zone of the Andacollo copper deposit in January 1996. Supergene and oxide ores were processed by heap leaching and production of copper cathode in a solvent extraction-electrowinning plant. Beginning in 2010, the mine began processing hypogene ore (which underlies the supergene ore) through a mill and concentration plant at site producing concentrates for third-party offtake.

Permitting and Encumbrances

In December 1994, CMCA prepared an environmental impact study for the Andacollo mine with the terms of reference of the study established by CMCA and the Comité Regional de Medio Ambiente (“COREMA”). The results of this study were presented before COREMA for approval. On July 13, 1995, COREMA granted CMCA an environmental permit to operate the existing Andacollo mine.

According to the operator, all major permits for current operations are in place and the operation is in material compliance with those permits. However, the operator discloses that the current life of mine for Andacollo is expected to continue until 2036 and that additional permitting or amendments will be required to execute the life of mine plan beyond 2031.

Property Geology

The Andacollo orebody is a porphyry copper deposit consisting of disseminated and fracture-controlled copper mineralization contained within a gently dipping sequence of andesitic to trachytic volcanic rocks and sub-volcanic intrusions. The mineralization is spatially related to a feldspar porphyry intrusion and a series of deeply rooted fault structures. A primary copper-gold sulfide deposit (the “hypogene deposit”) containing principally disseminated and quartz vein-hosted chalcopyrite mineralization lies beneath the supergene deposit. The hypogene deposit was subjected to surface weathering processes resulting in the formation of a barren leached zone with a thickness of 10 to 60 m. The original copper sulfides leached from this zone were re-deposited below the barren leached zone as a copper-rich zone comprised of copper silicates (chrysocolla) and supergene copper sulfides (chalcocite with lesser covellite).

Recent Developments

Stream deliveries from Andacollo were approximately 24,500 ounces of gold during the year ended December 31, 2025, compared to approximately 19,300 ounces of gold during the year ended December 31, 2024. The increase in deliveries resulted primarily from higher grades, recoveries and throughput, compared to the year ended December 31, 2024, when Andacollo experienced lower gold grades and lower tonnage milled as a result of water restrictions caused by extreme drought conditions, which impacted production. Stream deliveries typically occur approximately six months after mine production and are based on a fixed payability factor of 89%.

On January 20, 2026, Teck provided copper production guidance, and expects copper production at Andacollo to range from 45,000 to 55,000 tonnes per year in each of 2026 and 2027, before declining to a range of 35,000 to 45,000 tonnes in 2028.

Gold and copper grades have been relatively well correlated at Andacollo and gold production has tended to track copper production, although there can be no assurance that these correlations will continue in the future.

Kansanshi

The disclosures below regarding Kansanshi are derived from the Technical Report dated effective December 31, 2023 pursuant to pursuant to NI 43-101 and CIM Standards, as well as press releases issued by First Quantum Ltd. (“First Quantum”). Royal Gold requested that the operator either (i) designate qualified persons who would prepare a technical report summary under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the property, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified

persons designated by us to prepare a technical report summary under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the property, and the operator denied the request.

Location

The Kansanshi Mine is located in the North-Western Province of Zambia, at 12.10°S latitude and 24.43°E longitude, and is operated by Kansanshi Mining PLC (“KMP”), an 80% owned subsidiary of First Quantum. The remaining 20% is owned by Zambian Consolidated Copper Mines – Investment Holdings (“ZCCM”), a listed company that is majority-owned by the Government of the Republic of Zambia. The mine is located approximately 10 km north of the town of Solwezi, the capital of the Zambian North-Western Province. The site is 18 km south of the Democratic Republic of Congo border. Chingola, a major town in the Zambian Copper belt, is approximately 180 km to the southeast of Solwezi.

Infrastructure

The T5 national highway provides the primary road access to the Kansanshi mine site. The highway is a sealed road linked to the Copperbelt towns to the south-east, and to the town of Mwinilungu to the west.

The closest airport is located in Solwezi, approximately 15 km from the Kansanshi mine site.

The nearest major population center is at nearby Solwezi. The estimated population is approximately 200,000 people, most of whom live in rural areas surrounding the town. Personnel can be and are recruited from this local community. While the majority of local people are unskilled and require training, skilled artisans and professional people can be and are recruited from throughout northern Zambia.

Prior to First Quantum’s presence in Solwezi, the infrastructure in the area was poor. The roads, airport, hospitals and schools were in need of significant upgrades. As a result, First Quantum undertook a number of measures to improve infrastructure, including the construction of a new power line into Solwezi, and the upgrading of the main road between Solwezi and the Kansanshi mine site, both of which were completed in 2004. The main sealed road from Chingola to Solwezi was repaired and upgraded in 2002, while the existing airstrip at Solwezi was equipped with a tower and radio control.

Over 200 houses in Solwezi have been provided for First Quantum personnel and families.

Improved power supply to the Kansanshi site is supplied through the parastatal company Zambia Electricity Supply Corporation Ltd (“ZESCO”). Current KMP consumption of around 157 MVA is expected to increase to 230 MVA owing to the site expansion projects. Hydroelectric generation from the Kariba South Bank Dam, the Kafue Gorge Dam and from

the Itezi Tezhi Dam, supplies power into the ZESCO grid. A single 330 kV line runs from the Copperbelt to the KMP site from where a ZESCO substation transforms the power down to 33 kV for mine usage.

Area of Interest

At Kansanshi, RGLD Gold’s stream interest covers the entirety of the 7057-HQ-LML mining license, an area of 24,865 hectares, and includes any new mineral interest obtained by the operator or its affiliates within the same area. The mining license was issued on March 7, 1997 as license No. LML 16 and was most recently renewed in February 2022 for a period of 25 years, until March 6, 2047.

Stream Agreement

Under the Precious Metals Purchase Agreement, dated August 5, 2025, between FQM Gold Finance Ltd., RGLD Gold, First Quantum, FQM Finance B.V., Black Bark Investments B.V., Kansanshi Holdings Limited, and KMP, gold deliveries to RGLD Gold are indexed to the production of recovered copper to reduce exposure to metallurgy and processing variability for gold, and the stream rate will vary based on the following thresholds:

•75 ounces of gold per million pounds of recovered copper produced until the delivery of 425,000 ounces;

•55 ounces of gold per million pounds of recovered copper produced between the delivery of 425,001 ounces and 650,000 ounces; and

•45 ounces of gold per million pounds of recovered copper produced thereafter.

Recovered copper is produced in both concentrate and cathode form and the stream deliveries are not dependent on downstream smelter recoveries or gold production at the site.

The stream sets out two options for First Quantum to accelerate stream deliveries:

•Acceleration Option 1: From the earlier of the achievement by First Quantum of a minimum ‘BB’ or equivalent senior unsecured debt rating from a rating agency, or a Net Debt/TTM EBITDA ratio of 2.25x or less over three consecutive quarters starting from March 31, 2026, it will have a one-year period to exercise the option and deliver gold worth up to $200 million over a 14-month period from the date of option exercise and, ratably, reduce the stream rates and related delivery thresholds by up to 20%.

•Acceleration Option 2: If First Quantum achieves either a minimum ‘BBB-’ or equivalent senior unsecured debt rating from a rating agency, or shows a Net Debt/TTM EBITDA ratio of 1.25x or less over four consecutive quarters, and achieves certain operational conditions at site, it will have a one-year period to exercise the option and deliver gold worth up to $100 million over a 7-month period from the date of option exercise and, ratably, reduce the stream rates and related delivery thresholds by up to a further 10%.

Royal Gold pays 20% of the spot gold price for each ounce delivered. Should First Quantum achieve a minimum ‘BB’ or equivalent senior unsecured debt rating from a rating agency, or a Net Debt/TTM EBITDA ratio of 2.25x or less over three consecutive quarters starting from March 31, 2026, Royal Gold will pay 35% of the spot gold price for each ounce delivered thereafter.

Property Description

Kansanshi is one of the largest copper mining and processing operations in Africa, with an annual average production of about 200,000 tonnes of recovered metal over the last ten years, and in respect of the Mineral Reserve processing schedule, has an estimated remaining life of 24 years from January 2026.

Conventional open pit mining has been carried out to date in two adjoining pits (Main and North West), with a third (South East Dome) pit started in 2025. The current facilities can process multiple copper mineralization styles and produce cathode copper from SX-EW facilities and anode copper from an on-site smelter. Gold production is also a significant revenue stream.

The increased sulfide ore processing capacity attributable to the sulfide expansion circuit (the “S3 Expansion”), and supported by mining expansion into the South East Dome deposit are expected to significantly increase the average annual copper production above 250,000 tonnes of recovered metal between 2030 and 2035.

Age and Condition of Infrastructure

Royal Gold does not have specific information as to the physical condition or age of the equipment and infrastructure.

Book Value

Royal Gold is not permitted to disclose the operator’s book value or total cost detail for the property and associated plant and equipment.

Property History

Commercial open pit operations commenced at Kansanshi in 1977 when ZCCM began processing high grade copper oxide ore. Mining and processing continued intermittently until 1986 when operations ceased due to prevailing economic conditions at that time. Mining operations resumed around 1988 and ZCCM constructed a small sulfide flotation plant for the supply of concentrate to an offsite smelter. In 1998, ZCCM formally ceased operations at Kansanshi and initiated closure and reclamation activities.

Cyprus Amax Minerals Corporation subsequently entered into an agreement with ZCCM to acquire 80% of the rights to the Kansanshi mine. First Quantum then acquired the rights in August 2001.

Permitting and Encumbrances

Kansanshi has in place all applicable environmental and associated permits issued by the Zambian Environmental Management Agency (“ZEMA”) and other authorities. Site environmental permits are issued every three years; these set out requirements for the management of waste, water and air emissions, ozone depleting substances (“ODS”) and chemicals. Relevant legislation includes the Mines and Minerals Development Act, 2015, Water Resources Management Act, 2011 and Environmental Management Act, 2011.

Twenty-five environmental impact assessments (“EIA”) for operational infrastructure at KMP have been submitted and approved by ZEMA in the last fifteen years. The larger projects include:

•TSF2 – the design and construction of the new sulfide plant tailings dam facility

•Smelter – the design and construction of the on-site smelter

•Oxide expansion circuit – the design and construction of the oxide circuit expansion

•S3 Expansion – the design and construction of the sulfide circuit expansion

The 7057-HQ-LML mining license boundaries were expanded in November 2014. The mining surface rights, within the mining license boundaries, are held by First Quantum under six Certificates of Title. First Quantum can develop any part of the mining license outside of the area for which surface rights are held, unless that part of the license area is held under title by another party.

Under these circumstances, First Quantum would have to purchase the land from the current owner, or otherwise enter into an access agreement with that owner. In the case of the latter, the owner cannot unreasonably refuse a request to develop the land under applicable law.

Property Geology

Regionally, the Kansanshi deposits (Main, North West and South East) are located within the deformed metasediments of the Nguba (formerly Lower Kundulungu) Group, which is part of the Katanga Supergroup in the Zambian Copperbelt. Locally, the deposits are situated within domal structures along the crest of a regional antiform. Deposit mineralization is closely associated with these domes and is localized to a structurally modified sequence of rock units comprised of dolomites, dolomitic marbles, various schists and phyllites. Until mid-2023, mining had been restricted to the Main and North West deposits.

The dominant primary sulfide copper mineralization and geology may be summarized as follows:

•stratabound with mostly disseminated and veinlet style mineralization

•sub-vertically dipping, quartz-carbonate-sulfide veins that crosscut stratigraphy, and

•localized brecciated style of mineralization

The primary sulfide mineralization is influenced by weathering and oxidation with:

•near surface weathering in the saprolitic zone resulting in residual copper styles of mineralization

•around vertical veins, with oxide copper mineralization forming, such as malachite, tenorite and chrysocolla

•transitional weathering zones with mixed primary and secondary copper sulfide copper mineral assemblages

•pervasive shallow to deep weathering located along geological structures

Primary sulfide copper mineralization is mostly chalcopyrite, with minor bornite. Oxide mineralization is mostly chrysocolla with malachite. The transition zone contains mixed copper oxides, primary copper sulfides, secondary copper sulfides and minor native copper and tenorite. Minor copper is hosted in clay and mica minerals, and is classified as refractory. Gold is generally positively associated with copper mineralization.

Recent Developments

Stream deliveries from Kansanshi were approximately 7,700 ounces of gold during the year ended December 31, 2025, and we received the first delivery of approximately 2,300 ounces of gold from Kansanshi on October 3, 2025. Going forward, deliveries at Kansanshi will lag mine production by approximately two months and are expected to be received monthly.

On October 28, 2025, First Quantum provided an update on production and the commissioning of the S3 Expansion. According to First Quantum, the S3 Expansion project has been delivered and first concentrate was produced in August.

On January 15, 2026, First Quantum reported Kansanshi copper production of 181,000 tonnes for the full year, which was 10,000 tonnes higher than 2024, with 25,000 tonnes of production from the S3 Expansion. The plant delivered milling rates and operating times above 80% of design capacity, supported by an average recovery of over 80%, marking a significant milestone for the project. As a result of sustained operational stability, the S3 Expansion was declared to be in commercial production as of December 1, 2025. Total copper production in Q4 2025 of 48,000 tonnes was in line with the same quarter of 2024 and marginally higher than Q3 2025 with the inclusion of 19,000 tonnes from the S3 Expansion. Kansanshi copper production for 2025 was its highest annual copper production since 2021 and within the revised guidance range of 175,000 to 185,000 tonnes.

First Quantum expects Kansanshi copper production in 2026 to be between 175,000 and 205,000 tonnes, which is marginally below previous guidance due to an increase in ore hardness with a higher proportion of fresh ore compared to feed from stockpiles. Copper production is expected to range between 210,000 and 240,000 tonnes in 2027 and between 230,000 and 260,000 tonnes in 2028. The step up in copper production over the three-year guidance period is underpinned by the ramp-up and grade profile of S3 Expansion feed, which is expected to be sourced evenly from low-grade stockpiles and higher-grade ore from the South East Dome deposit. From 2027 onward, the feed is expected to primarily consist of fresher ore with higher grades from the pit. At the current stream rate of 75 ounces of gold per million pounds of recovered copper produced, this is expected to result in gold sales attributable to our interest of approximately 26,000 to 31,000 ounces in 2026, rising to 38,000 to 43,000 ounces in 2028.

First Quantum expects gold production to range between 110,000 and 120,000 ounces in 2026, 125,000 and 135,000 ounces in 2027 and 140,000 and 150,000 ounces in 2028. The step up in gold production over the guidance period is driven by an improving grade profile. The near-surface gold zone occurrences at South East Dome are not included within the Kansanshi mine plan or guidance.

Mount Milligan

The disclosures below regarding Mount Milligan are derived from the Technical Report on the Mount Milligan Mine in North-Central British Columbia filed October 17, 2025, effective June 30, 2025, pursuant to NI 43-101 and CIM Standards, and from press releases issued by Centerra Gold Inc. (“Centerra”). Royal Gold requested that the operator either (i) designate qualified persons who would prepare a technical report summary under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the property, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designated by us to prepare a technical report summary under S-K

1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the property, and the operator denied the request.

Location

Mount Milligan is an open pit mine and is located within the Omenica Mining Division in North Central British Columbia, at 55.12°N latitude and 124.01°W longitude, approximately 155 km northwest of Prince George, 85 km north of Fort St. James, and 95 km west of Mackenzie.

Infrastructure

Infrastructure to support the mining and processing operation is in place and fully supports the operation.

The Mount Milligan mine is accessible by commercial air carrier to Prince George, British Columbia, then by vehicle from the east via Mackenzie on the Finlay Philip Forest Service Road and the North Philip Forest Service Road, and from the west via Fort St. James on the North Road and Rainbow Forest Service Road. Road travel to the Mount Milligan property site is 775 km from Prince Rupert and 254 km from Prince George. These roads are maintained in good condition by the various user groups.

Electric power is accessed from the BC Hydro Kennedy Substation, located 35 km southeast of Mackenzie, and connected to the Mount Milligan mine via a 92 km, 230 kV transmission line. The system is fed from the Peace River hydro generation facilities.

Stored water inventory at the Mount Milligan mine is critical to the ability to process ore through the process plant on a sustainable basis. Water supply and make-up sources for the project include precipitation runoff, recycling of water from the TSF supernatant pond, pit dewatering, groundwater wells, fresh water from Meadows Creek, Rainbow Creek, and Philip Lake.

Water required for ore processing operations is reclaimed from the TSF by a barge-mounted pump station and booster pump station. Water sourced from the TSF is supernatant from the settled tailings.

The communities of Mackenzie and Fort St. James are within daily commuting distance of the Mount Milligan mine, and both communities are serviced by rail, which connects to the major western and eastern rail routes.

Concentrate is transported by truck from the mine site to Mackenzie, transferred onto railcars of the Canadian National Railway to port storage facilities of Vancouver Wharves in North Vancouver, and loaded into bulk ore carriers. Concentrate is then shipped to customers via ocean transport.

Labor and services are readily available from the surrounding towns of Prince George, Fort St. James, Mackenzie, Vanderhoof, Smithers, and Fraser Lake.

Area of Interest

At Mount Milligan, RGLD Gold’s stream interest covers 110 mineral claims, including Mining Lease 631503, covering a total of 51,078.2 hectares.

Stream Agreement

Under the Amended and Restated Purchase and Sale Agreement dated December 14, 2011, between Thompson Creek Metals Company Inc. (“TCM”), an indirect subsidiary of Centerra, and RGLD Gold (as amended, the “Milligan Stream Agreement”), RGLD Gold owns the right to purchase 35% of the payable gold and 18.75% of the payable copper produced from the Mount Milligan mine. The cash purchase price for gold is equal to the lesser of $435 per ounce, with no inflation adjustment, or the prevailing market price when purchased. The cash purchase price for copper is 15% of the spot price. On February 13, 2024, TCM, Centerra, and RGLD Gold entered into a Processing Cost Support Agreement (the “Cost Support Agreement”), whereby subject to certain conditions, RGLD Gold will provide cost support payments for gold and copper deliveries under the Milligan Stream Agreement in exchange for cash consideration of $24.5 million, 50,000 ounces of gold to be delivered in the future, and a free cash flow interest in Mount Milligan. Until either 375,000 ounces of gold or 30,000 tonnes of copper have been delivered with a bill of lading date on or after January 1, 2024 (estimated to occur in approximately 2030), RGLD Gold will only provide cost support payments when the gold price is at or below $1,600 per ounce and the copper price is at or below $3.50 per pound. In such case, and only at Centerra’s election, RGLD Gold has agreed to provide cost support payments, in the case of gold, equal to the lower of either $415 or 66% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered. RGLD Gold may recover any such payments from future cash support payments beginning after the delivery of either 375,000 ounces of gold or 30,000 tonnes of copper when metal prices are above $1,600 per ounce of gold and $3.50 per pound of copper. In addition, after the delivery of either 375,000 ounces of gold or 30,000 tonnes of copper, RGLD Gold has agreed to provide cost support payments, in the case of gold, equal to the lower of either $415 or 50% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered. Finally, following the delivery of 665,000 ounces of gold (estimated to occur in approximately 2036), RGLD Gold will provide cost support payments, in the case of gold, equal to the lower of either $615 or 66% of the gold spot price less $435 for each ounce of gold delivered, and following the delivery of 60,000 tonnes of copper (estimated to occur in approximately 2036), RGLD Gold has agreed to provide cost support payments, in the case of copper, equal to 51% of the spot copper price for each pound of copper delivered. The Milligan Stream Agreement remains in place and is unaffected by the Cost Support Agreement. As of December 31, 2025, approximately 843,761 ounces of payable gold and 105.9 million pounds of payable copper have been delivered to RGLD Gold.

Property Description

Mount Milligan is a copper-gold porphyry deposit, consisting of two principal zones, the Main Zone and the Southern Star Zone. The Main Zone includes four contiguous sub-zones: MBX, WBX, DWBX and 66 (low-copper and high-gold grades, southeast of the MBX sub-zone). These geologic zones are the basis for the metallurgical test work.

Open pit operations are designed and scheduled to deliver peak annual production of 54 Mtpa, with a life-of-mine (“LOM”) stripping ratio of 0.92 tonnes of waste to 1 tonne ore. All waste material is used in the construction of the TSF or in the case of the material being classified as potentially acid producing, stored within the TSF.

The mining operation’s equipment fleet comprises two 30 cm electric blast hole drills, two 41 m3 electric cable shovels, one 22 m3 hydraulic excavator and two 19 m3 front end loaders and thirteen 229-tonne capacity haul trucks and two 181-tonne capacity haul trucks. These major units are supplemented with a back-up equipment fleet of graders, track and rubber-tired dozers, backhoes, and water trucks. A 15 m bench height is used for mining both ore and waste.

The Mount Milligan sulfide flotation concentrator was designed to process ore at a nominal rate of 60,000 tpd, producing a marketable concentrate of copper, gold, and silver. A secondary crushing circuit, installed in 2016, together with process plant optimization projects, increased the capacity to a nominal rate of 62,500 tpd. It consists of the following unit operations:

•primary crushing;

•coarse ore stockpile;

•semi-autogenous/ball mill/pebble crushing (“SABC”) grinding circuit;

•rougher/scavenger flotation;

•concentrate regrinding;

•cleaner flotation;

•gravity concentration;

•concentrate dewatering; and

•tailings disposal.

The run of mine (“ROM”) ore is crushed to 80% passing 15 cm, and then ground to 80% passing 200 micron prior to flotation. The rougher-scavenger flotation circuit includes two trains of five 200 m3 flotation cells. Each train has two rougher and three scavenger flotation cells. The concentrates from the first two cells of each train (rougher concentrate) and the concentrates from the last three cells of each train (scavenger concentrate) are reground separately. The rougher concentrate is reground to P80 30-50 μm in the vertically stirred mill using steel ball media while the rougher-scavenger concentrate together with the first cleaner, second cleaner, and third cleaner flotation tailings are reground to P80 18-25 μm in the horizontal stirred mills using ceramic ball media. To recover coarse metallic gold particles, approximately 20% of the rougher concentrate regrind hydrocyclone underflow is diverted to a centrifugal gravity concentrator. The reground concentrates undergo three stages of cleaning flotation to produce a final copper concentrate containing approximately 21.5% copper and 30 to 40 g/t gold.

The infrastructure at Mount Milligan includes a TSF and reclaim water ponds, an administrative building and change house, a workshop/warehouse, a permanent operations residence, a first aid station, an emergency vehicle storage, a laboratory, and sewage and water treatment facilities.

Age and Condition of Infrastructure

The mine was commissioned in 2013.

Royal Gold does not have specific information about the physical condition of equipment and infrastructure at site.

Book Value

The operator does not provide us with the operator’s book value or total cost detail for the property and associated plant and equipment.

Property History

Limited exploration activity was first recorded in 1937. In 1984, prospector Richard Haslinger and BP Resources Canada Limited (“BP Resources”) located claims on the current site.

In 1986, Lincoln Resources Inc. (“Lincoln”) optioned the claims and in 1987 completed a diamond drilling program that led to the discovery of significant copper-gold mineralization. In the late 1980s, Lincoln reorganized, amalgamated with Continental Gold Corp. and continued ongoing drilling in a joint venture with BP Resources.

In 1991, Placer Dome Inc. (“Placer Dome”) acquired the project from the joint-venture partners, resumed exploration drilling and completed a pre-feasibility study for the development of a 60,000 tpd open pit mine and flotation process plant.

Barrick purchased Placer Dome in 2006 and sold its Canadian assets to Goldcorp Inc. (“Goldcorp”), who then in turn sold the project to Atlas Cromwell Ltd. (“Atlas Cromwell”). Atlas Cromwell changed its name to Terrane Metals Corp. (“Terrane”) and initiated a comprehensive work program.

In October 2010, TCM acquired the project through its acquisition of Terrane, entered a stream agreement with us and subsequently constructed the Mount Milligan mine, which commenced commercial production in February 2014.

In October 2016, TCM was acquired by a subsidiary of Centerra and, in connection with that acquisition, Terrane and certain other subsidiary entities of TCM were amalgamated into TCM. The Mount Milligan mine is now fully owned by TCM, an indirect subsidiary of Centerra.

Our interest in Mount Milligan evolved over time as a result of adapting the stream to address the needs of the operating partner. Our original 52.25% gold stream was acquired in three transactions from TCM, as part of the financing for the initial project acquisition and construction:

1On July 15, 2010, we announced the acquisition of a 25% gold stream interest on the Mount Milligan project from TCM for $311.5 million and cash payments equal to the lesser of $400 or the prevailing market price for each payable ounce of gold until the delivery of 550,000 ounces to us, and the lesser of $450 or the prevailing market price for each additional ounce thereafter.

2On December 15, 2011, we increased our gold stream interest on the Mount Milligan project by an additional 15% for $270 million and cash payments equal to the lesser of $435 or the prevailing market price for each payable ounce of gold delivered to us (replacing the payment structure of the July 15, 2010 transaction).

3On August 9, 2012, we increased our gold stream interest in the Mount Milligan project by an additional 12.25% for $200 million and cash payments equal to the lesser of $435 or the prevailing market price for each payable ounce of gold delivered to us.

Subsequently, on October 20, 2016, after the first few years of operations, Centerra acquired all of the issued and outstanding common shares of TCM. Our stream interest at Mount Milligan was amended as part of this transaction to facilitate the acquisition and provide more gold exposure to Centerra. Under the terms of the amendment, our 52.25% gold stream at Mount Milligan was amended to a 35% gold stream with a purchase price equal to the lesser of $435 per ounce, or the prevailing market price, and an 18.75% copper stream with a 15% of spot cash price.

Permitting and Encumbrances

As of the Technical Report published in 2025, TCM held or was in the process of obtaining all permits required for the operation of Mount Milligan for the defined LOM.

From 1991 to 2009, the project underwent several separate phases of mine planning and feasibility study, including two separate Environmental Assessment (“EA”) processes. During those reviews, and in response to concerns from indigenous nations, regulators, and other stakeholders, the original 1993 mine plan was redesigned such that the footprint was reduced substantially resulting in the mine plan included in the 2008/2009 permit applications.

Mount Milligan Mine received an EA Certificate #M09-01 (EAC #M09-01) under the BC Environmental Assessment Act in March 2009. The Mine subsequently received a Mines Act Permit M-236 from the Province of BC in September 2009 as well as permits under the Environmental Management Act for effluent discharge (Permit 104777), refuse discharge (Permit 104778), and air discharge (Permit 104779). As Mount Milligan Mine included the deposition of PAG waste rock and mine tailings into King Richard Creek and in two headwater tributaries of Alpine Creek in the Rainbow Creek watershed, designation of King Richard Creek and Alpine Creek tributaries as a tailings impoundment area (“TIA”) under the Metal Mine Effluent Regulation (“MMER”) was required. This designation was made in November 2010 when the Governor in Council amended Schedule 2 of the MMER to designate these waterbodies as a TIA (Canada Gazette Part II, Volume 144, Number 24). The mine has been operating under these approvals and subsequent amendments since commencement. EAC #M09-01 has since been amended 11 times and Permit M-236 has been amended 12 times.

In March 2025, Mount Milligan Mine submitted a joint Environmental Assessment Act / Mines Act / Environmental Management Act combined certificate and permit amendment application to allow for the continuation of its operations through 2035. The application also included the 10% expansion in plant throughput and increased stockpile capacity needed for plant feed flexibility. As at December 31, 2025, the security currently held with the BC Ministry of Mines was C$51.3 million, based on an approved 2019 Reclamation Plan. An updated Reclamation Plan was submitted in March 2025 and approved by the province in January 2026. As a result, the security currently held with the BC Ministry of Mines will be updated in 2026.

In May 2025, Mount Milligan Mine submitted Water Sustainability Act (“WSA”) Water Licence applications for additional groundwater wells under the existing licence for Lower Rainbow Valley Wellfield and a new licence for the

Phillip Lake Wellfield. Groundwater over surface water withdrawals is prioritized due to the uncertainty caused by dry and drought climate conditions and climate change. Prioritizing additional groundwater withdrawal over surface water will lower impacts to surface water impacts on fish and aquatic life and will assist in further protecting aquatic resources. While the applications seek additional volume to be authorized for withdrawal from these aquifers, a threshold for the cumulative annual withdrawal from all WSA licences subject to the site-wide adaptive management and monitoring plan has also been introduced to reflect the intention to prioritize groundwater rather than seeking additional volume from the watershed. Approvals were received in September 2025.

To construct the 2045 LOM plan, both provincial and federal approvals will be required. Similar to the original 2008 permitting, the project will require updates to the EA Certificate, Mines Act Permit, Environmental Management Act permits, and an amendment to the Metal and Diamond Mining Effluent Regulation Schedule 2 designating Alpine Lake and other tributaries as storage facilities for mine waste. Additional authorizations will be required under the Fisheries Act, Water Sustainability Act, Lands Act, Forest Act, Heritage Conservation Act, and Wildlife Act. Following approvals for the LOM plan, the reclamation bonding for the site will be updated. Application submissions to support the LOM plan are expected begin in 2028 with final approvals being received in 2031 prior to the start of construction of TSF #2. Mineral tenure claims covering the LOM plan are currently in place, however they will require renewal in 2029.

On January 20, 2026, Centerra reported Mount Milligan received an amended environmental assessment and all related permits to allow for the continuation of its operations through 2035. These authorizations include a 10% expansion in plant throughput beginning in 2028 and increased stockpile capacity needed for plant feed flexibility.

Property Geology

The Mount Milligan deposits are categorized as silica-saturated alkalic copper-gold porphyry deposits associated with alkaline monzodioritic-to-syenitic igneous rocks. Two styles of mineralization have been identified.

•Early-stage porphyry gold-copper mineralization (and early-stage vein types) associated with composite monzonite porphyry stocks and related hydrothermal breccia, and narrower dyke and breccia complexes.

•Late-stage structurally controlled high-gold low-copper mineralization (and intermediate- to late-stage vein types) that is associated with faults and fault breccias, crosscuts/overprints the earlier stage porphyry mineralization and is more spatially widespread.

Recent Developments

Gold stream deliveries from Mount Milligan were approximately 52,500 ounces during the year ended December 31, 2025, compared to approximately 58,000 ounces during the year ended December 31, 2024. Copper stream deliveries from Mount Milligan were approximately 10.5 million pounds during the year ended December 31, 2025, compared to approximately 11.8 million pounds during the year ended December 31, 2024. Gold and copper stream deliveries for the year ended December 31, 2025, relate to mine production during the approximate period August 2024 to July 2025. The decrease in gold and copper deliveries was primarily due to differences in the timing of shipments and settlements during the periods, as well as lower grades, recovery and throughput experienced at the mine. Gold stream deliveries are based on a fixed payability factor of 97% and copper stream deliveries are based on a minimum payability factor of 95%.

On September 11, 2025, Centerra announced the results of a pre-feasibility study (“PFS”) for the Mount Milligan mine in British Columbia that confirms a LOM extension of approximately 10 years, to 2045, with the potential to increase the process plant throughput by approximately 10% in 2029. The NI 43-101 technical report supporting the disclosure of the PFS results was filed on October 21, 2025.

According to Centerra, key highlights of the PFS include:

•Extended mine life with further growth potential. The LOM is expected to be extended by approximately 10 years, to 2045. Drilled inventory from recent step-out and infill drilling programs has confirmed the continuation of mineralization to the west of the current open pit, and a second TSF will be constructed in the first half of the 2030s. Ongoing exploration continues to highlight the potential to further expand mineral resources and extend mine life beyond the updated plan, and the TSF footprint has been designed to accommodate future lifts to provide flexibility for potential further LOM extensions that could add multiple decades of capacity beyond the current mine life of 2045.

•Increased throughput and recovery. In 2029, process plant throughput is expected to increase by 10%, from 60,000 tpd to approximately 66,300 tpd, by upgrading the ball mill motors. Flotation capacity is also expected to increase, which should deliver a modest improvement in gold and copper recoveries of about 1%.

•Consistent gold and copper production. Average annual production from 2026 to 2042, is expected to be approximately 150,000 ounces of gold and 69 million pounds of copper, followed by the processing of low-grade stockpiles from 2043 to 2045.

•Significantly increased gold and copper reserves. An updated proven and probable mineral reserve totaling 483.2 million tonnes, with an average grade of 0.28 grams per tonne (“g/t”) gold and 0.16% copper, containing 4.4 million ounces of gold and 1.7 billion pounds of copper was included in the PFS. This represents a 56% increase from the 2.8 million ounces of gold reserves and a 52% increase from the 1.2 billion pounds of copper reserves reported at the end of 2024, driven mainly by resource conversion related to increased tailings capacity and infill drilling.

On January 20, 2026, Centerra reported that it continues to progress engineering and other studies to support future permit authorizations required to achieve the extension of the Mount Milligan mine life to 2045 as outlined in the PFS. In January 2025, Mount Milligan was selected by the Province of British Columbia as one of four mining projects which would qualify for expedited permitting to support economic development in the province.

Pueblo Viejo

The disclosures below regarding Pueblo Viejo are derived from the Technical Report on the Pueblo Viejo Mine, Sánchez Ramírez Province, Dominican Republic dated March 17, 2023 in accordance with NI 43-101 and CIM Standards, as well as press releases issued by Barrick. Royal Gold requested that the operator either (i) designate qualified persons who would prepare a technical report summary under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the property, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designated by us to prepare a technical report summary under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the property, and the operator denied the request.

Location

The Pueblo Viejo mine is located in the province of Sánchez Ramírez, Dominican Republic, at 18.94°N latitude and 70.17°W longitude, approximately 100 km northwest of Santo Domingo, and is owned by a joint venture in which Barrick holds a 60% interest and is responsible for operations, and in which Newmont holds a 40% interest. Pueblo Viejo is accessed from Santo Domingo by traveling northwest on Autopista Duarte, Highway #1, approximately 77 km to Piedra

Blanca and proceeding east for approximately 22.5 km on Highway #17 to the gatehouse for Pueblo Viejo. Both Highway #1 and Highway #17 are paved.

Elevation at the mine site ranges from 565 m at Loma Cuaba to approximately 65 m at the Hatillo Reservoir. The site is characterized by rugged and hilly terrain covered with subtropical wet forest and scrub cover. The region has a tropical climate with little fluctuation in seasonal temperatures. The heaviest rainfall occurs between May and October.

Infrastructure

Infrastructure to support the mining and processing operation is in place.

The main road from Santo Domingo to within about 22.5 km of the mine site is a paved, four-lane, divided highway that is generally in good condition. Access from the divided highway to the site is via a two-lane, paved highway. Gravel surfaced internal access roads provide access to the mine site facilities.

The Pueblo Viejo mine is supplied with electric power from two sources via two independent 230 kV transmission circuits. In 2013, Pueblo Viejo Dominicana Corporation (“PVDC”) commissioned a 218-megawatt (“MW”) Wartsila combined cycle reciprocating engine power plant, together with an approximately 72 km transmission line connecting the plant to the mine site. The power plant is located near the port city of San Pedro de Macoris on the south coast and provides the long-term power supply for the Pueblo Viejo mine. The plant is dual fuel and was converted to natural gas from heavy fuel oil in 2020. In 2019, PVDC signed a 10-year natural gas supply contract with AES Andres DR, S.A. (“AES”) in the Dominican Republic. AES also completed a new gas pipeline to the facility. The power plant began supplying power to the mine using natural gas in the first quarter of 2020.

In addition to the existing access roads, the site infrastructure includes accommodations, offices, a truck shop, a medical clinic and other buildings, water supply, the TSF, and water treatment facilities. A double and single fence system protects the process plant site. Within the plant site area, the freshwater system, potable water system, fire water system, sanitary sewage system, storm drains, and fuel lines are buried underground. Process piping is typically left above ground on pipe racks or in pipe corridors.

A TSF is operating in the El Llagal valley approximately 3.5 km south of the plant site and the progressive raising of a large rock-filled dam with an impermeable saprolite core is underway.

The site has sufficient access, surface rights, and suitable sources of power, water, and personnel to maintain an efficient mining operation.

The city of Santo Domingo is the principal source of supply for the mine. It is a port city with a population of over three million with daily air service to the USA and other countries. Most non-technical staff positions and labor requirements are filled from local communities. The mine operates year round.

Area of Interest

At Pueblo Viejo, our stream interest covers a portion of the Special Lease Agreement of Mining Rights (“SLA”), as amended in November 2009 and in October 2013, covering 4,880 hectares. The SLA has a term of 25 years with one extension by right for 25 years and a second 25 year extension at the mutual agreement of Barrick and the Dominican state, allowing a possible total term of 75 years.

Under the SLA, PVDC is obligated to make the following payments to the Dominican Republic: a NSR royalty of 3.2% based on gross revenues less some deductible costs (royalties do not apply to copper or zinc); a net profits interest of 28.75% based on an adjusted taxable cash flow; a corporate income tax of 25% based on adjusted net income; a withholding tax on interest paid on loans and on payments abroad; and other general tax obligations. The SLA tax regime includes a stability clause.

Stream Agreement

Under the Precious Metals Purchase and Sale Agreement dated August 5, 2015 between RGLD Gold and BGC Holdings Ltd., and Barrick, as amended, RGLD Gold owns the right to purchase 7.5% of Barrick’s interest in the gold produced from the Pueblo Viejo mine until 990,000 ounces of gold have been delivered, and 3.75% thereafter. The cash purchase

price for gold is 30% of the spot price of gold per ounce delivered until 550,000 ounces of gold have been delivered, and 60% of the spot price of gold per ounce delivered thereafter. RGLD Gold also owns the right to purchase 75% of Barrick’s interest in the silver produced from the Pueblo Viejo mine until 50 million ounces of silver have been delivered, and 37.5% thereafter, subject to delivery deferral mechanisms below contract specified recovery rates. The cash purchase price for silver is 30% of the spot price of silver per ounce delivered until 23.1 million ounces of silver have been delivered, and 60% of the spot price of silver per ounce delivered thereafter. As of December 31, 2025, approximately 397,200 ounces of payable gold and 14.0 million ounces of payable silver have been delivered to RGLD Gold. As noted above, Barrick holds a 60% interest in the Pueblo Viejo mine, and RGLD Gold does not have the right to purchase gold or silver attributable to the remaining 40% not held by Barrick.

Property Description

Pueblo Viejo is a production stage property consisting of a conventional open pit surface mine and a complex processing circuit designed to process refractory gold-silver ore through pressure oxidation. Gold and silver are recovered through a carbon-in-leach (“CIL”) circuit and electrowinning. Barrick is ramping up production after completing a plant expansion project designed to increase throughput from 9 Mtpa to 14 Mtpa and allow the mine to maintain average annual gold production of approximately 800,000 ounces (100% basis, including the 40% interest not held by Barrick). Barrick is also working on a mine life extension that will extend the mine life to 2048.

The pit stages have been chosen to facilitate the early extraction of the most profitable ore. The driver of the mine schedule is the sulphur blending requirement. Sulphur grade is important because the metallurgical aspects of the processing operation, the recoveries achieved, and the processing costs, all strongly depend on a very consistent, low-variability sulphur content in the plant feed.

The Pueblo Viejo mine operates a conventional open pit, utilizing a truck and shovel mining operation mining on 10 m high benches. It achieved commercial production in January 2013 and completed its ramp-up to full design capacity in 2014. Current mining operations supplement fresh ore from the Monte Negro and Moore pits with stockpiled ore to achieve the required ore blend for ore processing.

Equipment planning has considered mine design production of approximately 57 to 63 Mtpa total material movement, including limestone. This includes mill feed, reclamation from stockpiles, and simultaneous mining in the limestone quarries and several operating pit phases. Loading is carried out with 20 m3 hydraulic shovels and 22 m3 front-end loaders, loading 175-tonne haul trucks.

Gold and silver are recovered through pressure oxidation (autoclave) of whole ore and flotation concentrate, followed by hot cure and hot lime boil, prior to cyanidation of gold and silver in a CIL circuit. The autoclave circuit was initially designed to oxidize approximately 1,750 tonnes of sulfide per day, which is equivalent to about 24,000 tonnes of run-of-mine ore at 7.5% of sulfide. The process plant expansion flowsheet includes an additional primary crusher, coarse ore stockpile and ore reclaim delivering to a new single stage semi-autogenous mill, and a new flotation circuit that concentrates the bulk of the sulfide ore prior to oxidation. The concentrate is blended with fresh milled ore to feed the modified autoclave circuit, which has additional oxygen supplied from a new 3,000 tpd facility. The existing autoclaves have been upgraded to increase the sulfur processing capacity of each autoclave through additional high-pressure cooling water and recycle flash capability using additional slurry pumping and thickening.

The currently-operating Lower Llagal TSF, comprised of one main dam and three saddle dams, is located in the El Llagal valley, approximately 3.5 km south of the plant site. In conjunction with the plant expansion project, Barrick is currently advancing work on the new El Naranjo TSF. Barrick’s timeline for commissioning of the El Naranjo TSF is by late 2029, and Barrick expects the facility to provide storage capacity beyond the current mine life, which is expected to be to 2048.

Age and Condition of Infrastructure

The mine initiated pre-stripping in 2010 and the mill was commissioned in 2012. The plant expansion project was substantially completed in 2024. However, various optimization projects remain ongoing to achieve the expected throughput and recovery rates.

Royal Gold does not have specific information about the physical condition of equipment and infrastructure at site.

Book Value

The operator does not provide us with the operator’s book value or total cost detail for the property and associated plant and equipment.

Property History

Early mining activity at the site dates back to the 1500s. Subsequent to that early mining activity, Rosario Resources commenced mining operations on the property in 1975. In 1979, the Central Bank of the Dominican Republic purchased all foreign-held shares in Rosario Resources and the Dominican Government continued operations as Rosario Dominicana S.A. Gold and silver production from oxide, transitional, and sulfide ores occurred from 1975 to 1999. The mine ceased operations in 1999. In 2000, the Dominican Republic invited international bids for the leasing and mineral exploitation of the Pueblo Viejo mine site. In July 2001, PVDC (then known as Placer Dome Dominicana Corporation), an affiliate of Placer Dome, was awarded the bid. PVDC and the Dominican Republic subsequently negotiated the SLA for the Montenegro Fiscal Reserve, which was ratified by the Dominican Republic National Congress and became effective on July 29, 2003. In March 2006, Barrick acquired Placer Dome and in May 2006 amalgamated the companies. At the same time, Barrick sold a 40% stake in the Pueblo Viejo project to Goldcorp (acquired by Newmont in 2019). On February 26, 2008, PVDC delivered the Project Notice to the Government of the Dominican Republic pursuant to the SLA and delivered the Pueblo Viejo Feasibility Study to the Government. In 2009, the Dominican Republic and PVDC agreed to amend the terms of the SLA. The amendment became effective on November 13, 2009 following its ratification by the Dominican Republic National Congress. The Pueblo Viejo mine achieved commercial production in January 2013. A second amendment to the SLA became effective on October 5, 2013, and has resulted in additional and accelerated tax revenues to the government of the Dominican Republic.

Permitting and Encumbrances

PVDC has acquired all of the permits necessary to operate the mine at the present time. General Environmental and Natural Resources Law No. 64-00 (“Law 64-00”) of August 18, 2000, and its complementary regulations, governs all environmental related issues, including those applicable to mining, in the Dominican Republic. Law 64-00 sets out the general rules of conservation, protection, improvement, and restoration of the environment and natural resources by unifying segregated rules concerning environmental protection and creating a governmental body (the Ministry of Environment and Natural Resources) with wide authority to oversee and regulate its application. The Ministry of Environment and Natural Resources enforces Law 64-00 and establishes the process of obtaining environmental permits.

PVDC completed a Feasibility Study on the Mine in September 2005 and presented an EIA to the Dominican state in November of the same year. The terms of reference for the Mine were approved by the Environmental Authority on May 30, 2005, and the Ministry of Environment approved the EIA in December 2006 and granted the Environmental License 101-06. Other changes have been submitted to the authorities for additional facilities. The last amendment to the Environmental License was issued on June 29, 2017, which authorized the construction of an emulsion plant. Requirements of the Environmental License included submission of detailed design of tailings dams, installation of monitoring stations, and submission for review of the waste management plan and incineration plant.

An environmental evaluation report was submitted in 2008 to address an increase in the planned processing rate to 24,000 tpd and in September 2010 the Ministry of Environment and Natural Resources issued the Environmental License 101-06 Modified.

When the former Rosario mine shut down its operations in 1999, proper closure and reclamation was not undertaken. The result has been a legacy of polluted soil and water and contaminated infrastructure. Responsibility for the clean-up is now shared jointly between PVDC and the Dominican government. Terms have been set for both parties in the SLA that governs the development and operation of the mine.

In November 2009, following approval by the Dominican Republic National Congress, President Leonel Fernandez ratified the first amendment to the SLA for Pueblo Viejo. The amended SLA better reflected the scope and scale of the project since its acquisition by Barrick in 2006. The amendments set out revised fiscal terms and clarified various administrative and operational matters to the mutual benefit of PVDC and the Dominican state. In particular, the agreement stipulates that environmental remediation within the development area is the responsibility of the company with the exception of the hazardous substances; the Dominican government is responsible for historic impacts outside the mine development area and hazardous substances at the plant site.

In the second half of 2016, PVDC was contracted to act as an agent of the Dominican State to carry out activities for which the Dominican State is responsible under the SLA pursuant to the Environmental Management Plan of the State (Plan de Administración del Estado). The requisite environmental permits were received in November 2016 to carry out the first stage of the closure plan, and work has progressed since then on dewatering, buttressing, and covering the old Mejita TSF.

In addition to the mine operations, by means of the Second Amendment to the SLA, the Dominican government granted PVDC a power concession to generate electricity for consumption by the mine and the right to sell excess power. Also, in March 2012, PVDC obtained an environmental permit for the Quisqueya 1 power plant and a power transmission line from San Pedro where the power plant is situated to the mine site.

Barrick is currently advancing work on the new El Naranjo TSF, and permitting activities are underway.

Property Geology

The Pueblo Viejo deposit consists of high sulfidation or acid sulfate epithermal gold, silver, copper, and zinc mineralization that was formed during the Cretaceous Age island arc volcanism. Pueblo Viejo is hosted by the Lower Cretaceous Los Ranchos Formation, a series of volcanic and volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest. The Los Ranchos Formation consists of a lower complex of pillowed basalt, basaltic andesite flows, dacitic flows, tuffs and intrusions, overlain by volcaniclastic sedimentary rocks and interpreted to be a Lower Cretaceous intra-oceanic island arc, one of several bimodal volcanic piles that form the base of the Greater Antilles Caribbean islands. The unit has undergone extensive seawater metamorphism (spilitization) and lithologies have been referred to as spilite (basaltic-andesite) and keratophyre (dacite).

The Pueblo Viejo Member of the Los Ranchos Formation is confined to a restricted, sedimentary basin measuring approximately 3.2 km north-south by 1.9 km east-west. The basin is interpreted to be either due to volcanic dome collapse forming a lake, or a maar-diatreme complex that cut through lower members of the Los Ranchos Formation. The basin is filled with lacustrine deposits that range from coarse conglomerate deposited at the edge of the basin to thinly bedded carbonaceous sandstone, siltstone, and mudstone deposited further from the paleo-shoreline. In addition, there are pyroclastic rocks, dacitic domes, and diorite dikes within the basin. The sedimentary basin and volcanic debris flows are considered to be of Neocomian age (121 Ma to 144 Ma). The Pueblo Viejo Member is bounded to the east by volcaniclastic rocks and to the north and west by Platanal Member basaltic-andesite (spilite) flows and dacitic domes.

To the south, the Pueblo Viejo Member is overthrust by the Hatillo Limestone Formation, thought to be Cenomanian (93 Ma to 99 Ma), or possibly Albian (99 Ma to 112 Ma), in age.

Recent Developments

Gold stream deliveries from Pueblo Viejo were approximately 28,000 ounces for the year ended December 31, 2025, compared to approximately 26,500 ounces for the year ended December 31, 2024. The increase in gold production was primarily a result of higher throughput and grades processed driven by mine and stockpile feed sequencing during the period. Deliveries are quarterly and typically occur 1 to 3 months after mine production. Gold stream deliveries are based on a fixed payability factor of 99.9%.

Silver stream deliveries were approximately 873,900 ounces for the year ended December 31, 2025, compared to 859,900 ounces for the year ended December 31, 2024. Deliveries are quarterly and typically occur 1 to 3 months after mine production. Silver stream deliveries are based on a fixed payability factor of 99.0%. During the year ended December 31, 2025, an additional 801,100 ounces of silver deliveries were deferred. As of December 31, 2025, approximately 2.471 million ounces remain deferred. The deferred ounces are the result of a mechanism in the stream agreement that allows for the deferral of deliveries in a period if Barrick’s share of silver production is insufficient to cover its stream delivery obligations. The stream agreement terms include a fixed 70% silver recovery rate but permits the deferral of ounces if recovery rates fall below 52.5%. In the event silver recoveries do not exceed 52.5% in the future, no deferred silver ounces are required to be delivered.

On February 5, 2026, Barrick reported that activity related to the mine life extension continues to focus on housing, resettlement and the El Naranjo TSF. According to Barrick, over 600 homes have been constructed, more than 300 families are resettled, and 70% of resettlement packages have now been accepted. Barrick further reported that detailed engineering for the tailings water management system is now complete with permits expected in H1 of 2026 while the permitting package for the starter dam will be submitted within Q1 2026. Barrick also reported that 2026 gold production on a 60%

basis is expected to range between 350,000 and 400,000 ounces, which compares to 379,000 ounces in 2025. Barrick does not provide silver production guidance.

Cortez

The disclosures below regarding Cortez are derived from the Technical Report on the Cortez Complex dated March 18, 2022 pursuant to NI 43-101 and CIM Standards, and from Barrick’s Annual Information Form, dated March 14, 2025, and Management’s Discussion and Analysis, dated February 5, 2026, pursuant to NI 43-101, as well as press releases issued by Barrick. Royal Gold requested that the operator either (i) designate qualified persons who would prepare a technical report summary under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the property, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designated by us to prepare a technical report summary under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the property, and the operator denied the request.

Location

Cortez is a series of large open pit and underground mines, utilizing mill and heap leach processing, which are operated by NGM, a joint venture between Barrick and Newmont with respect to their Nevada operations. We refer to the Cortez property and its multiple mines and projects as the Cortez Complex, and the terms “Cortez” and “Cortez Complex” are used interchangeably. The operation is located approximately 95 km southwest of Elko, in Lander County, Nevada, at 40.24°N latitude and 116.71°W longitude at an elevation of approximately 1,525 m (mill and administration facility).

Cortez is located in the high desert region of the Basin and Range physiographic province. The mean annual temperature is 11°C. Precipitation averages 15 cm per year, primarily derived from snow and summer thunderstorms.

Infrastructure

Infrastructure to support the mining and processing operation is in place and well established.

The site is accessed by driving west from Elko on Interstate 80 approximately 75 km, and proceeding south on State Highway 306 approximately 56 km. Both US Interstate 80 and State Highway 306 are paved roads.

The Union Pacific Rail line runs parallel to US Interstate 80 to the north of Cortez. Elko, the closest city to Cortez, is serviced by daily commercial airline flights to Salt Lake City, Utah.

Electric power is provided to the Cortez site by NV Energy by an approximately 80 km long radial transmission line originating at its Falcon substation. The incoming NV Energy line terminates at the Barrick owned Pipeline Substation. Two 120 kV lines that tap onto the NV Energy power line feed Barrick owned 120 kV power lines: an approximately 15 km extension to serve the Cortez Hills development and an approximately 5 km extension to serve the South Pipeline and Crossroads pits. Wells Rural Electric Company provides power to Goldrush via a separate 120 kV power line.

Water for process use at Cortez Mill No. 2 is supplied from the Pipeline open pit dewatering system. Approximately 6,600 liters per minute of the pit dewatering volume is diverted for plant use. Additional water can be sourced as needed from wells at Mill No. 1.

Cortez is located in a major mining region and labor, contractors and suppliers are well established resources. The majority of the workforce lives in the nearby towns of Elko, Spring Creek, Carlin, and Battle Mountain and travel daily to the mine.

Area of Interest

At Cortez, NGM directly controls approximately 124,000 hectares of mineral rights with ownership of mining claims and fee lands. There are 10,869 claims consisting of: 10,012 unpatented lode claims; 575 unpatented mill-site claims; 129 patented lode claims; 125 patented mill-site claims; and 28 unpatented placer claims.

We own multiple royalty interests at the Cortez Complex that have been acquired over time. Table 1 below summarizes those royalty interests for each of the deposits at the Cortez Complex. To simplify the overlapping royalties that cover each of the deposits, Table 1 also provides approximate blended royalty rates.

For purposes of simplified disclosure, we have divided our royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone (“CC Zone”). The Legacy Zone is our largest royalty exposure at the Cortez Complex, representing an equivalent 9.0% GSR royalty rate over the Pipeline and Crossroads deposits. The CC Zone includes an equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile, and Goldrush deposits, a 2.3% GSR royalty rate over the Goldrush SE deposit, and a 2.6% GSR royalty rate over the Robertson deposit.

NGM does not provide guidance or production results for the individual mines within the Cortez Complex, and both of the NGM partners provide consolidated guidance and results for their respective interests. We have typically provided, and subject to approval by Barrick, expect to continue to provide, annual guidance for the total gold production subject to the Legacy Zone royalty interests. This guidance includes overlapping contributions from the Pipeline and Crossroads deposits in certain areas and is not directly comparable to actual production from these deposits.

Table 1 Cortez Complex – Royal Gold Royalty Interests

Mine/Deposit/Area				Mine Type		Ore Process				Simplified Royalty Rates									Detailed Royal Gold Royalty Coverage and Rates
			Approximate Blended<br><br>GSR Rate1							Legacy Royalties2									Rio Tinto Royalty		Idaho <br>Royalty	Sandstorm<br>Royalty
						Royalty Applicable		Royalty Rate						Royalty Rate			Royalty Rate8			Royalty Rate9
							Royalty Rate		Approximate Blended Rate3
Producing		Pipeline		Open Pit		Heap leach, oxide mill, roaster, autoclave				Legacy Zone			9.0%						GSR1, GSR2		5% GSR4	8% GSR		1.2% GVR7	0.24% GSR
							GSR3	0.7125% GSR
							NVR1	4.94% NVR
	Crossroads		Open Pit		Heap leach, oxide mill, roaster							GSR2				5% GSR4
							GSR3	0.7125% GSR
							NVR1C	4.55% NVR5
	Cortez Hills		Underground		Oxide mill, roaster, autoclave			CC Zone			1.6%												0.45% GSR
	Cortez Pits		Open Pit		Oxide mill, heap leach, roaster
Development		Fourmile		Underground		Roaster, autoclave
	Goldrush		Underground		Roaster, autoclave
	Goldrush SE		Underground		Roaster, autoclave			2.3%							NVR2			1.0% NVR6
	Robertson		Open Pit		Oxide mill, heap leach			2.6%																2.25% NSR

_______________________________

(1)	Approximate equivalent royalty after blending the detailed royalty rates for the Cortez Complex production forecast for 2026-2035. Assumes total deduction to the Rio Tinto Royalty of 4%, and a 65% conversion from NVR to GSR rates for the Legacy royalties.
(2)	Legacy Royalties are those royalties held by Royal Gold prior to August 2, 2022, and consist of overlapping royalties on the Pipeline and Crossroads deposits, with additional royalties covering a portion of the Goldrush deposit and other exploration areas. Additional royalty interests were acquired at NVR1 and NVR1C in September, 2025.
(3)	The overlapping royalties in the Legacy Zone are equivalent to an approximate 8% GSR royalty on production subject to this interest.
(4)	GSR1 and GSR2 are sliding-scale gross value royalties that vary from a rate of 0.4% at gold prices less than $210/oz to 5.0% at gold prices greater than $470/oz.
(5)	A small portion of the Crossroads deposit has a royalty rate of 4.94%.
(6)	NVR2 covers the south-east extension of the Goldrush Project on the Flying T Ranch.
(7)	The Rio Tinto Royalty is a sliding-scale gross value royalty that varies from a rate of 0.0% at gold prices less than $400/oz to 3.0% at gold prices greater than $900/oz on 40% of the production from the undivided Cortez Complex, excluding the existing Robertson deposits. Deductions from the royalty payment are limited to third party royalties that existed prior to January 1, 2008, which include the Legacy Royalties and the Idaho Royalty. The Rio Tinto Royalty calculation is:
	1.2% x {[(gold produced from all areas excluding Robertson) x (gold price)] LESS<br><br>[(gold produced from Pipeline and Crossroads) x (gold price) x (8% GSR approximate royalty rate) +<br><br>(gold produced from Goldrush SE) x (gold price) x (1.4167% NVR) +<br><br>(gold produced from Pipeline and Crossroads) x (gold price) x (0.689% GSR) +<br><br>(gold produced from Cortez Hills, Cortez Pits, Goldrush, Fourmile and Robertson) x (gold price) x (1.2859% GSR)]}<br><br>The total third-party royalty deduction for the Legacy Royalties and the Idaho Royalty can be approximated as 3% through 2032 and 1.4% thereafter.
(8)	Idaho Royalty rates are rounded.
'(9)	1.0-2.25% sliding scale NSR royalty acquired with the acquisition of Sandstorm Gold on October 20, 2025.

We also own two additional royalties in the Cortez area where there is currently no attributable production.

Royalty Agreements

Cortez GSR1 and GSR2 - Royalty Agreement dated April 1, 1999 between The Cortez Joint Venture (“Cortez JV”), Placer Dome U.S. Inc., and Royal Crescent Valley Inc. (“Royal Crescent”); as amended by that First Amended Memorandum of Grant of Royalty dated April 1, 1999 between Cortez JV, Placer Dome U.S. Inc., Royal Gold and Royal Crescent; that Second Amended Memorandum of Grant of Royalty dated December 8, 2000 between Cortez JV, Placer Dome U.S. Inc., Royal Gold and Royal Crescent; that Third Amended Memorandum of Grant of Royalty dated December 17, 2001 between

Cortez JV, Placer Dome U.S. Inc., Royal Gold and Royal Crescent; that Fourth Amended Memorandum of Grant of Royalty dated October 1, 2008 between Cortez JV, Royal Gold and Royal Crescent; and subject to that Royalty Deed and Assignment dated October 1, 2008 from Royal Gold to Barrick Gold Finance Inc.

Cortez GSR3 - Special Warranty Deed Conveying Overriding Royalty Interest dated June 30, 1993, recorded in Book 396, commencing at Page 23 in Lander County and Book 248, commencing at Page 284 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Overriding Royalty Interest dated August 9, 1993, recorded in Book 400, commencing at Page 328 in Lander County, and in Book 253, commencing at Page 405 in Eureka County.; Special Warranty Deed and Bill of Sale dated June 30, 1993, recorded in Book 396, commencing at Page 160 in Lander County, and in Book 248, commencing at Page 422 in Eureka County, as corrected by Correction Special Warranty Deed and Bill of Sale dated August 9, 1993, recorded in Book 400, commencing at Page 599 in Lander County, and in Book 254, commencing at Page 142 in Eureka County; Special Warranty Deed Conveying Interest in Overriding Royalty dated June 30, 1993, recorded in Book 396, commencing at Page 276 in Lander County, and in Book 249, commencing at Page 1 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Interest in Overriding Royalty dated August 9, 1993, recorded in Book 400, commencing at Page 458 in Lander County, and in Book 254, commencing at Page 001 of the Official Records of Eureka County; Memorandum of Surviving Provisions of the Exchange Agreement dated June 30, 1993, recorded in Book 396, commencing at Page 151 in Lander County, and in Book 248, commencing at Page 412 in Eureka County, as corrected by Corrected Memorandum of Surviving Provisions of Exchange Agreement dated August 9, 1993, recorded in Book 400, commencing at Page 589 in Lander County, and in Book 254, commencing at Page 132 in Eureka County; Exchange Agreement dated June 30, 1993 as amended by First Amendment of Exchange Agreement dated August 9, 1993; Clarification Agreement dated August 11, 1995 between Cortez Joint Venture, Cortez Gold Mines, Placer Dome U.S. Inc., Kennecott Exploration (Australia), Ltd., Idaho Resources Corporation and the Idaho Group of royalty holders, recorded in Book 421, commencing at Page 205 in Lander County, and in Book 287, commencing at Page 552, in Eureka County; subject to certain special warranty deeds dated September 1, 1999; and subject to that Royalty Deed and Assignment dated October 1, 2008 between Royal Gold, Inc. and Barrick Gold Finance Inc.

Cortez NVR1 and Cortez NVR1C - Mining Lease dated April 15, 1991 between ECM, Inc. and Placer Dome U.S. Inc., as assigned by that Assignment and Quitclaim Deed dated August 14, 1991 from Placer Dome U.S. Inc. to Cortez Gold Mines, as amended by that First Amendment to Mining Lease dated December 22, 1992 between ECM, Inc. and Placer Dome U.S. Inc., that Second Amendment to Mining Lease dated May 26, 1994 between ECM, Inc. and Cortez Gold Mines, that Third Amendment to Mining Lease dated December 13, 1999 between ECM, Inc. and Cortez Gold Mines, that Fourth Amendment to Mining Lease dated March 23, 2001 between ECM, Inc. and Cortez Joint Venture, dba Cortez Gold Mines, that Fifth Amendment to Mining Lease dated December 6, 2001 between ECM, Inc. and Cortez Joint Venture, dba Cortez Gold Mines, and that Sixth Amendment to Mining Lease dated December 6, 2002 between ECM, Inc. and Cortez Joint Venture, dba Cortez Gold Mines; that Royalty Deed and Agreement dated April 15, 1991 between Royal Crescent and ECM, Inc., as assigned by that Assignment dated April 16, 1992 from Royal Crescent to Crescent Valley Partners, L.P.; as assigned by that Royalty Deed and Assignment dated October 1, 2008 between Crescent Valley Partners, L.P., and Barrick Gold Finance Inc., and that Deed and Assignment dated September 19, 2016 between ECM, Inc. and Denver Mining Finance Company, Inc.

Cortez NVR2 - North Mining Lease dated October 16, 2002 between Tom and Volina Connolly, and the Jeannette L. Baumann Trust, and Barrick Gold U.S. Inc., successor to Placer Dome U.S. Inc. (“Barrick Gold U.S.”); South Mining Lease dated October 16, 2002 between Tom and Volina Connolly, and the Jeannette L. Baumann Trust, and Barrick Gold U.S.; North Option Agreement dated October 16, 2002 between Tom and Volina Connolly, and Barrick Gold U.S.; South Option Agreement dated October 16, 2002 between Tom and Volina Connolly, and Barrick; as assigned by that Assignment of Lease dated November 2, 2004 from Tom and Volina Connolly to The Thomas and Volina Connolly Family Trust, assigning its interest in the North Mining Lease; that Assignment of Lease dated November 2, 2004 from Tom and Volina Connolly to The Thomas and Volina Connolly Family Trust; that General Warranty Deed with Reservation of Royalty (North) dated December 11, 2007 from The Thomas and Volina Connolly Family Trust to Barrick Gold U.S., recorded as Document No. 2007-211323 in Eureka County; that General Warranty Deed with Reservation of Royalty (South) dated December 11, 2007 from The Thomas and Volina Connolly Family Trust to Barrick Gold U.S., recorded as Document No. 2007-211324 in Eureka County; as assigned by that Assignment of Mining Leases and Option Agreements dated January 7, 2014 between The Thomas and Volina Connolly Family Trust and Royal Gold, Inc., recorded as Document No. 2014-226564 in Eureka County; as assigned by that Deed of Royalty and Assignment of Rights dated January 7, 2014 between The Thomas and Volina Connolly Family Trust and Royal Gold, Inc., recorded as Document No. 2014-226563 in Eureka County; and assigned by that Deed of Mineral Rights dated January 7, 2014 between The Thomas and Volina Connolly Family Trust and Royal Gold, Inc., recorded as Document No. 2014-226562 in Eureka County.

Rio Tinto Royalty - Rio Tinto Production Royalty Deed dated March 5, 2008 between Kennecott Royalty Company, successor to Kennecott Explorations (Australia) Ltd., and Barrick Gold Finance, Inc., recorded as Document No. 2008-211704 in Eureka County, and as Document No. 250801 in Lander County; as assigned by that Assignment of Production Royalty (Cortez Royalty; Lander and Eureka Counties, Nevada) between Kennecott Royalty Company and RG Royalties, LLC, recorded as Document No. 2022-248598 in Eureka County, and as Document No. 306208 in Lander County.

Idaho Royalty - Special Warranty Deed Conveying Overriding Royalty Interest dated June 30, 1993, recorded in Book 396, commencing at Page 23 in Lander County and Book 248, commencing at Page 284 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Overriding Royalty Interest dated August 9, 1993, recorded in Book 400, commencing at Page 328 in Lander County, and in Book 253, commencing at Page 405 in Eureka County.; Special Warranty Deed and Bill of Sale dated June 30, 1993, recorded in Book 396, commencing at Page 160 in Lander County, and in Book 248, commencing at Page 422 in Eureka County, as corrected by Correction Special Warranty Deed and Bill of Sale dated August 9, 1993, recorded in Book 400, commencing at Page 599 in Lander County, and in Book 254, commencing at Page 142 in Eureka County; Special Warranty Deed Conveying Interest in Overriding Royalty dated June 30, 1993, recorded in Book 396, commencing at Page 276 in Lander County, and in Book 249, commencing at Page 1 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Interest in Overriding Royalty dated August 9, 1993, recorded in Book 400, commencing at Page 458 in Lander County, and in Book 254, commencing at Page 001 of the Official Records of Eureka County; Memorandum of Surviving Provisions of the Exchange Agreement dated June 30, 1993, recorded in Book 396, commencing at Page 151 in Lander County, and in Book 248, commencing at Page 412 in Eureka County, as corrected by Corrected Memorandum of Surviving Provisions of Exchange Agreement dated August 9, 1993, recorded in Book 400, commencing at Page 589 in Lander County, and in Book 254, commencing at Page 132 in Eureka County; Exchange Agreement dated June 30, 1993 as amended by First Amendment of Exchange Agreement dated August 9, 1993; Clarification Agreement dated August 11, 1995 between Cortez Joint Venture, Cortez Gold Mines, Placer Dome U.S. Inc., Kennecott Exploration (Australia), Ltd., Idaho Resources Corporation and the Idaho Group of royalty holders, recorded in Book 421, commencing at Page 205 in Lander County, and in Book 287, commencing at Page 552, in Eureka County; subject to certain special warranty deeds dated effective December 30, 2022.

Robertson Royalty - Mining Claim Deed with Reservation of Net Smelter Returns Royalty dated June 7, 2017 between Coral Resources, Inc. and Barrick Cortez Inc., recorded as Document No. 280679 in Lander County; and Assignment and Assumption of Mining Leases and Option Agreement with Reservation of Net Smelter Returns Royalty dated June 7, 2017 between Coral Resources, Inc. and Barrick Cortez Inc., recorded as Document No. 280680 in Lander County.

Property Description

The Cortez Complex is a combination of open pit and underground mining operations and projects owned and operated by NGM. NGM combined Newmont and Barrick assets across Nevada in 2019 to allow for operational integration between projects held by Newmont and Barrick. NGM is operated by Barrick.

The Cortez Complex comprises the Pipeline, Crossroads, Cortez Hills, Cortez Pits and Gold Acres open pit operations, the Cortez Hills and Goldrush underground mining operations, and the Fourmile and Robertson development projects. The Fourmile project is 100% owned by Barrick and is not currently included in the NGM joint venture, but may be contributed to the joint venture if certain criteria are met in the future.

Deposits within the Pipeline/Crossroads complex and Cortez Pits are mined by conventional open pit methods. Open pit operations moved 115 million tonnes of combined ore and waste in 2023. Two different mining methods are used at the underground operations, long-hole open stoping and drift-and-fill. Underground operations at the Cortez Hills and Goldrush mines are based on ore production rates of 3,500 tpd and 6,000 tpd, respectively.

The gold-recovery process used at the Cortez Complex is determined by considering the grade and metallurgical character of the particular ore: lower grade ROM oxide ore is heap leached at existing facilities; higher-grade non-refractory ore is treated in a conventional mill using cyanidation and the CIL process; and refractory ore is stockpiled on site in designated areas and trucked to the nearby Carlin Complex for processing. Gold recovered from the ore is processed into doré on site and shipped to outside refineries for processing into gold bullion.

The active heap leach facilities are located at the Pipeline and Cortez Hills complexes. Milling activities at Cortez are conducted at the Pipeline complex, which includes crushing and grinding facilities, CIL circuits, reagent storage areas and

a recovery/refining circuit. Plant throughput can reach up to 16,300 tpd depending on the hardness of the ore being processed.

The Goldrush underground mine is currently ramping up to full production levels after officially opening in early 2024. The primary access is a set of twin declines and the primary method of extraction at the Goldrush mine is longhole open stoping. The basic mining unit is a stope with the dimensions of 15 m (width) by 15 m (strike length) by 20 m (height). The stopes are extracted on a transverse primary/secondary system with (where possible) a continuous mining front. Broken material is hauled from the mine using 63-tonne capacity haul trucks out of the mine declines. Void space is then filled with cemented rock fill. A paste plant is expected to be constructed to provide backfill.

Most of the Goldrush deposit contains typical double refractory roast-type ore (gold locked in sulfides and organic preg-robbing carbon present). Both the Carlin and Gold Quarry roasters at NGM’s Carlin Complex are capable of generating high gold recoveries from the Goldrush ore, and ore is trucked and processed at both facilities.

Barrick has reported that development of the Robertson open pit project is proposed to be in alignment with the Cortez Complex open pit operations, using conventional drill and blast techniques and truck and shovel fleet. Material is expected to be drilled, blasted and mined on 12 m benches. All mineralization is anticipated to be oxide and is currently planned to be processed at the Pipeline mill or on a future leach pad that will be constructed at the Robertson complex.

Source: Barrick, 2022

Age and Condition of Infrastructure

Construction of Mill #2 and associated infrastructure was completed in 1997 with the initial mining of the Pipeline deposit.

Royal Gold does not have current specific information on the physical condition of the equipment, facilities, infrastructure, or underground development of the Cortez complex mining operations.

Book Value

The operator does not provide Royal Gold with the operator’s book value or total cost detail for the property and associated plant and equipment.

Property History

In 1964, a joint venture was formed to explore the Cortez area. In 1969, the original Cortez mine went into production. From 1969 to 1997, gold ore was sourced from open pits at Cortez, Gold Acres, Horse Canyon and Crescent. In 1991, the Pipeline and South Pipeline deposits were discovered, with development approval received in 1996. In 1998, the Cortez Pediment deposit was discovered, with the Cortez Hills discovery announced in April 2003. The Cortez Hills development was approved by Placer Dome and Kennecott, then partners in a joint venture, in September 2005 and confirmed by Barrick in 2006. Barrick obtained an interest in the Cortez property through its acquisition of Placer Dome in 2006. Barrick consolidated its 100% interest in the property following its purchase of the Kennecott interest in 2008. On July 1, 2019, Barrick’s interest in Cortez was contributed to NGM.

Barrick purchased the Robertson property from Coral Gold Resources Ltd. in June 2017. The property is located 10 km due north of the Pipeline mill and administration complex. Robertson is the subject of a feasibility study based on open pit mining and ore processing at the Pipeline mill and heap leach facilities.

Permitting and Encumbrances

A number of federal and state permits are required to operate the Cortez mine. Cortez adheres to permitting guidelines from the U.S. Bureau of Land Management (“BLM”), the Nevada Revised Statutes, the Nevada Administrative Code, and additional federal government requirements.

The Cortez Operations are predominantly located on public lands administered by the BLM with a small portion on private lands owned by Barrick Cortez Inc. The operations are located in Eureka and Lander Counties with BLM jurisdiction from the Battle Mountain and Elko field offices. No facilities are located in Eureka County, however, the Cortez boundary extends onto BLM-administered lands in Eureka County to accommodate a portion of the Cortez Hills Open Pit and ancillary facilities.

The major permits required for operating on public lands are the approval of the Plan of Operation (“POO”) by the BLM and a Reclamation Permit from the BLM and Nevada Division of Environmental Protection (“NDEP”). The Cortez property has received approval for a number of POOs and reclamation permits since the early 1980s. Permits were issued to allow mining and processing of ore from the East Pit, Horse Canyon Pit, Gold Acres, South Extension Pit, Cortez Canyon, and other areas that are no longer actively mined. The major environmental analysis documents (e.g. Environmental Assessment, EIS, Supplemental Environmental Impact Statement, Record of Decision (“ROD”), Finding of No Significant Impact and POOs) have been issued for the currently active areas of Cortez (i.e., Crossroads, Pipeline, Goldrush and Cortez Hills). The ROD for the Robertson project was received in November, 2024.

Reclamation of disturbed areas resulting from mining activities will follow the approved Reclamation Plan and will be completed in accordance with BLM and NDEP regulations that are intended to prevent unnecessary or undue degradation of public lands by operators authorized by the mining laws. The state of Nevada requires a reclamation bond based on the disturbed areas. The surety amount is reviewed every three years or whenever a POO amendment is submitted for review and approval to determine if the current bond is still adequate to execute the approved Reclamation Plan. The permit is valid for the life of the mine unless it is modified, suspended, or revoked by NDEP.

The State of Nevada imposes a 5% Net Proceeds of Minerals tax on the value of all minerals severed in the State. This tax is calculated and paid based on a prescribed net income formula which is different from book income.

Property Geology

The Cortez property is situated along the Cortez/Battle Mountain trend. The principal gold deposits and mining operations are located in the southern portion of Crescent Valley, which was formed by basin and range extensional tectonism.

Mineralization is sedimentary rock-hosted and consists of submicron to micrometer-sized gold particles and gold in solid solution in pyrite. Mineralization is disseminated throughout the host rock matrix in zones of silicified, decarbonatized, and/or argillized, silty calcareous rocks.

The Cortez Hills deposit consists of the Breccia Zone, Middle Zone, Lower Zone, Renegade Zone and the Pediment deposit. The maximum strike length of mineralization in the Cortez Hills deposit is approximately 1,300 m, and the maximum width is approximately 420 m. The mineralized zone starts at approximately 120 m below surface and continues to more than 600 m below surface. Select areas of the underground mineral resource have expansion potential. Exploration to fully delineate the extent of the Cortez Hills deposit is ongoing.

Ore at the Pipeline complex deposit is hosted within silty carbonates associated with the Roberts Mountain and Wenban formations. The maximum strike length of mineralization in the Pipeline deposit is approximately 2,400 m and the maximum width is approximately 1,500 m. The mineralized zone starts approximately 60 m below surface and continues to 600 m below surface.

The Goldrush deposit has a maximum thickness of 76 m, a width of about 425 m, and extends along strike for approximately 5,275 m. The deepest significant intercept is currently at 1,435 m. The Goldrush system remains open to the north into Fourmile, to the southeast, and in multiple directions in the Ken Balleweg Domain.

Robertson is an igneous related gold system. Gold mineralization is found in Upper Plate siliciclastics of the Devonian Slaven and Silurian Elder formations, as well as inside Eocene intermediate composition igneous rocks, primarily diorite and granodiorite. Mineralization is primarily concentrated around the Tenabo Stock in three main areas: Gold Pan in the northwest, Porphyry in the east to northeast, and Altenburg Hill in the southeast. Gold is associated with bismuth and tellurium and is commonly found in association with arsenopyrite and loellingite (FeAsS). Gold at Robertson is present as native gold, with minor electrum, and all gold present is free-milling.

Recent Developments

Production attributable to our royalty interests at the Cortez Complex for the year ended December 31, 2025, was approximately 743,300 ounces of gold, of which 93,600 ounces were attributable to the Legacy Zone, and 649,700 ounces were attributable to the CC Zone, compared to approximately 720,200 ounces of gold for the year ended December 31, 2024, of which 209,200 ounces were attributable to the Legacy Zone, and 511,000 ounces were attributable to the CC Zone.

In its 2024 Annual Information Form issued in March 2025, Barrick reported that the Cortez open pit operation is expected to continue until 2034 and the underground operation until 2042, and the planned conversion of existing resources to reserves at Cortez has the potential to extend open pit and underground mining operations to at least 2038 and 2052, respectively.

On September 16, 2025, Barrick released the results of a preliminary economic assessment (“PEA”) on the Fourmile Project, which is included in Royal Gold’s royalty interests covering the Cortez Complex. According to Barrick, the PEA indicates the potential to achieve average annual gold production levels of approximately 600,000 to 750,000 ounces over a mine life exceeding 25 years. Royal Gold’s royalty interests over the Fourmile Project are equivalent to an approximate 1.6% gross smelter return royalty rate.

On February 5, 2026, Barrick disclosed that it expects to continue exploration and studies at the Fourmile Project in 2026, including development of the twin surface portals in Crescent Valley late in the year, and complete a PFS in 2028. Barrick reported that 2025 exploration drilling focused on resource definition drilling, extensional stepouts and satellite exploration targeting, and notable results provided for the extension of the Dorothy ore zone by 150 meters from prior drill intercepts, identification of potential mineralization along a 1 kilometer corridor below the Mill Canyon stock to the north, and the confirmation of mineralization more than 300 meters further downdip from prior intercepts at the Charlie area.

Further on February 5, 2026, Barrick provided 2026 gold production guidance for the Cortez Complex of approximately 700,000 to 780,000 ounces on a 100% basis, which compares to 738,000 ounces in 2025. Our royalties overlap at Cortez and we expect the average blended royalty rate to range between 3.5% and 4% over this production in 2026.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of the Company and their ages as of February 1, 2026, are as follows:

William Heissenbuttel, 60, has more than 37 years of corporate finance experience, including over 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel has served as our President and Chief Executive Officer and a Class I director since January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from 2018 to January 2020, Vice President Corporate Development from 2007 to 2018, Vice President Operations in 2015 and 2016, and Manager Corporate Development in 2006 and 2007. Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University.

Daniel Breeze, 53, has 28 years of technical and commercial experience across international markets. Mr. Breeze has served as Senior Vice President, Corporate Development of our wholly owned subsidiary, RGLD Gold AG, since March 2024 and is a member of the Board of Directors of RGLD Gold. Mr. Breeze previously served as Vice President, Corporate Development of RGLD Gold from January 2019 to February 2024. Additionally, Mr. Breeze has served as a Director of the Denver Gold Group since January 2025. Before joining Royal Gold, Mr. Breeze worked for Bank of Montreal from 2010 to December 2018, serving most recently as Managing Director, Equities, for BMO Capital Markets, based in Zürich, Switzerland, where he was focused primarily on the mining sector. Previously, Mr. Breeze was a member of the Equities Group at UBS Investment Bank where he worked extensively with North American and European mining companies across the commodity spectrum. Prior to his banking career, Mr. Breeze was a member of the geotechnical and mining team at Golder Associates. Mr. Breeze holds Master of Engineering and Master of Business Administration degrees from the University of Toronto and a Bachelor of Science degree in Civil Engineering from the University of Manitoba. Mr. Breeze is also a registered Professional Engineer.

Paul Libner, 52, has nearly 30 years of finance and accounting experience. Mr. Libner has served as our Senior Vice President and Chief Financial Officer since March 2024. Previously, he served as our Chief Financial Officer and Treasurer from January 2020 to February 2024, Controller and Treasurer from June 2018 to January 2020, and Controller from 2004 to May 2018. Mr. Libner began his career with Ernst & Young where he provided audit and business advisory services, primarily for the financial services and healthcare industries, and later held various finance and accounting roles within the financial services industry. Mr. Libner holds a Bachelor of Science degree and Master of Accountancy degree from the University of Denver.

Martin Raffield, 57, has over 32 years of underground and open pit mining experience in operational, corporate, construction and consulting roles in North and South America, Africa and Europe. Dr. Raffield has served as Senior Vice President, Operations since March 2024. Dr. Raffield previously served as Vice President, Operations from January 2022 to February 2024. Prior to joining Royal Gold, Dr. Raffield operated an independent consulting company during 2021. From November 2019 to September 2020, he was the Executive Vice President and Chief Operating Officer of Harte Gold Corp. Dr. Raffield served Golden Star Resources as Executive Vice President and Chief Technical Officer in 2019 and Senior Vice President, Project Development and Technical Services from 2011 to 2018. From 2007 to 2010 he was engaged by SRK Consulting (USA) as Principal Consultant and Practice Leader. Prior to 2007 he held various operational positions in Canada and South Africa with Breakwater Resources, Placer Dome and Johannesburg Consolidated Investments, including Mining Manager at Myra Falls Mine, Mine Superintendent and Chief Engineer at Campbell Mine and Manager Rock Engineering at South Deep Mine. Dr. Raffield holds a Ph.D. in geotechnical engineering and a B.Sc. in mining geology from Cardiff University in the United Kingdom.

Randy Shefman, 53, has more than 30 years of legal experience in international transactions across the mining, oil and gas, and power sectors. Mr. Shefman has served as our Senior Vice President and General Counsel since March 2024. Previously, he served as our Vice President and General Counsel from January 2020 to February 2024 and Associate General Counsel from 2011 to January 2020. Prior to Royal Gold, Mr. Shefman was in private legal practice with regional and international law firms, including LeBouef Lamb Greene & MacRae, Holland & Hart, and Hogan Lovells. Mr. Shefman holds an LL.M. degree in Environmental and Natural Resources Law and Policy from the University of Denver, a J.D. degree from the University of Colorado, and a Bachelor of Arts degree in history from the University of Michigan.

David Crandall, 43, has advised companies regarding corporate governance, SEC reporting, capital markets, and transactional matters for over 18 years. He joined Royal Gold as Vice President, Corporate Secretary and Chief Compliance Officer in February 2024. Before joining Royal Gold, Mr. Crandall was in private legal practice, most recently as a partner at Hogan Lovells since 2017 and previously in other roles at Hogan Lovells and other international law firms. Mr. Crandall holds a J.D. degree from Stanford Law School and a Bachelor of Arts degree from Johns Hopkins University.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our common stock is listed and trades on the Nasdaq Global Select Market under the symbol “RGLD.” As of February 11, 2026, we had 850 holders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name.

Dividends

On November 18, 2025, we announced an increase in our annual dividend for calendar year 2026 from $1.80 to $1.90 per share, payable on a quarterly basis of $0.475 per share. The newly declared dividend is 6% higher than the dividend paid during calendar year 2025. We have steadily increased our annual dividend for 25 years, or since calendar year 2001. We expect to pay our annual dividend using cash on hand.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Presentation

This Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, generally discusses year-to-year comparisons between the year ended December 31, 2025 and the year ended December 31, 2024. A discussion of the changes in our financial condition and results of operations for the year ended December 31, 2023 has been omitted from this report, but may be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 13, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our website at www.royalgold.com.

Overview of Our Business

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

We manage our business under two segments:

•Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. As of December 31, 2025, we owned stream interests relating to 18 production stage properties and 5 development stage properties. Stream interests accounted for 67% of our total revenue for each of the years ended December 31, 2025 and 2024. We expect stream interests to continue representing a significant portion of our total revenue.

•Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of December 31, 2025, we owned royalty interests relating to 63 production stage properties, 24 development stage properties and 254 exploration stage properties, of which we consider 76 to be evaluation stage properties. We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for mineral reserves. Royalty interests accounted for 33% of our total revenue for each of the years ended December 31, 2025 and 2024.

We do not conduct mining operations on the properties in which we hold stream and royalty interests, and we generally are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties (except for the joint venture interest in Hod Maden).

We are continually reviewing opportunities to grow our portfolio, whether through the creation or acquisition of new or existing stream or royalty interests or other acquisition activity. We generally have acquisition opportunities in various stages of review. Our review process may include, for example, engaging consultants and advisors to analyze an opportunity; analysis of technical, financial, legal, and other confidential information of an opportunity; submission of indications of interest and term sheets; participation in preliminary discussions and negotiations; and involvement as a bidder in competitive processes.

Business Highlights and Uncertainties

Acquisition of Sandstorm Gold and Horizon Copper

On October 20, 2025, we acquired all of the issued and outstanding common shares of Sandstorm Gold Ltd. (“Sandstorm”) and Horizon Copper Corp. (“Horizon”), collectively referred to as “the Transaction.” Sandstorm and Horizon were global resource-based companies based in Vancouver, British Columbia, that held interests in mining assets, including royalty and stream interests, on mining projects across various stages of development.

With respect to the Transaction, Royal Gold issued 18.6 million shares of common stock to Sandstorm shareholders and assumed stock options exercisable for 0.7 million shares of common stock to complete the Transaction and paid $380.9 million in cash to fully repay the outstanding balance drawn on the Sandstorm credit facility. Upon completion of the Transaction, Royal Gold's outstanding share count increased to 84.5 million shares. Royal Gold paid C$127.1 million

($90.4 million) in cash consideration to the shareholders of Horizon (excluding Sandstorm) and funded Horizon's purchase of its outstanding warrants for C$40.6 million ($28.9 million).

Mount Milligan Pre-Feasibility Study (“PFS”)

On September 11, 2025, Centerra announced the results of a PFS for Mount Milligan which extends the life of mine (“LOM”) by approximately 10 years to 2045, supported by an optimized mine plan delivering average annual production of 150,000 ounces of gold and 69 million pounds of copper from 2026 to 2042, followed by the processing of low-grade stockpiles from 2043 to 2045. The PFS includes the construction of a second tailings storage facility that is expected to provide the potential for future raises which could add multiple decades of storage capacity beyond the 2045 LOM, and ball mill motor upgrades and flotation cells in 2028 to increase process plant throughput by about 10% to 66,300 tonnes per day and increase recovery by approximately 1%. Centerra reported that recent drilling confirms mineralization remains open to the west of the current resource pit. Centerra continues to advance exploration aimed at expanding the mineral resource and assessing opportunities to extend the mine life beyond the updated plan.

RGLD Gold owns the right and obligation to purchase 35% of the payable gold and 18.75% of the payable copper produced from Mount Milligan (the “Milligan Stream Agreement”). Payable gold is calculated as 97% of contained gold in concentrate. Payable copper is calculated as the greater of 95% or the actual percentage paid to Centerra. The cash purchase price for gold is equal to the lesser of $435 per ounce, with no inflation adjustment, or the prevailing market price when purchased. The cash purchase price for copper is 15% of the spot price.

In February 2024, RGLD Gold entered into a Processing Cost Support Agreement (the “Cost Support Agreement”), whereby subject to certain conditions, RGLD Gold agreed to provide cost support payments for gold and copper deliveries under the Milligan Stream Agreement in exchange for cash consideration of $24.5 million, 50,000 ounces of gold to be delivered in the future, and a free cash flow interest in Mount Milligan. Until either 375,000 ounces of gold or 30,000 tonnes of copper have been delivered with a bill of lading date on or after January 1, 2024 (estimated to occur in approximately 2030), RGLD Gold has agreed to provide cost support payments only when the gold price is at or below $1,600 per ounce and the copper price is at or below $3.50 per pound. In such case, and only at Centerra’s election, RGLD Gold has agreed to provide cost support payments, in the case of gold, equal to the lower of either $415 or 66% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered. RGLD Gold may recover any such payments from future cash support payments beginning after the delivery of either 375,000 ounces of gold or 30,000 tonnes of copper when metal prices are above $1,600 per ounce of gold and $3.50 per pound of copper. In addition, after the delivery of either 375,000 ounces of gold or 30,000 tonnes of copper, RGLD Gold has agreed to provide cost support payments, in the case of gold, equal to the lower of either $415 or 50% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered. Finally, following the delivery of 665,000 ounces of gold (estimated to occur in approximately 2036), RGLD Gold has agreed to provide cost support payments, in the case of gold, equal to the lower of either $615 or 66% of the gold spot price less $435 for each ounce of gold delivered, and following the delivery of 60,000 tonnes of copper (estimated to occur in approximately 2036), RGLD Gold has agreed to provide cost support payments, in the case of copper, equal to 51% of the spot copper price for each pound of copper delivered. The Milligan Stream Agreement remains in place and is unaffected by the Cost Support Agreement.

Kansanshi Gold Stream Acquisition

On August 5, 2025, RGLD Gold entered into a precious metals purchase agreement for gold deliveries referenced to copper production from the Kansanshi copper-gold mine in the North Western Province of Zambia, operated and 80% owned by a subsidiary of First Quantum.

RGLD Gold made an advance payment of $1.0 billion (“Advance”) in return for a gold stream referenced to copper production, with deliveries of 75 ounces of gold per million pounds of recovered copper produced until the delivery of 425,000 ounces; 55 ounces of gold per million pounds of recovered copper produced between the delivery of 425,001 ounces and 650,000 ounces; and 45 ounces of gold per million pounds of recovered copper produced thereafter. Additionally, and depending on the achievement of certain objectives as described below, RGLD Gold has granted options to First Quantum to accelerate stream deliveries and reduce the outstanding Advance:

i.Acceleration Option 1: From the earlier of the achievements by First Quantum of a minimum ‘BB’ or equivalent senior unsecured debt rating from a rating agency, or a Net Debt/TTM EBITDA ratio of 2.25x or less over three consecutive quarters starting from March 31, 2026, it will have a one-year period to exercise the option and deliver gold worth up to $200 million over a 14-month period from the date of option exercise and reduce the stream rates and delivery thresholds, ratably, by up to 20%.

ii.Acceleration Option 2: If First Quantum achieves either a minimum ‘BBB-’ or equivalent senior unsecured debt rating from a rating agency, or shows a Net Debt/TTM EBITDA ratio of 1.25x or less, over four consecutive quarters and achieves certain operational conditions, it will have a one-year period to exercise the option and deliver gold worth up to $100 million over a 7-month period from the date of option exercise and reduce the stream rates and delivery thresholds, ratably, by up to a further 10%.

RGLD Gold will pay 20% of the spot gold price for each ounce delivered. Should First Quantum achieve a minimum ‘BB’ or equivalent senior unsecured debt rating from a rating agency, or a Net Debt/TTM EBITDA ratio of 2.25x or less over three consecutive quarters starting from March 31, 2026, RGLD Gold will pay 35% of the spot gold price for each ounce delivered.

The acquisition was funded with available cash and a draw of $825.0 million on our revolving credit facility.

Warintza Project Stream and Royalty

On May 21, 2025, RGLD Gold entered into a gold purchase agreement (“Gold Stream Agreement”) with Solaris Resources Inc., and a separate NSR royalty agreement (“Royalty Agreement”) covering all metals with Solaris Resources AG, a wholly owned subsidiary of Solaris Resources, Inc. (collectively, “Solaris”) for metals produced from the Warintza Project (“Warintza”) located in Southeastern Ecuador. The advance payment for the acquisition totals $200.0 million in cash consideration, including $100.0 million paid upon closing, $50.0 million payable after technical approval of the environmental impact assessment and publication of a pre-feasibility study for the project, which are expected to be completed in the first quarter of 2026, and $50.0 million payable one year after closing, subject to certain conditions including registration of security in Ecuador. The $100.0 million cash consideration paid at closing was funded with available cash on hand.

Gold Stream Agreement

Deliveries under the Gold Stream Agreement will be in an amount equal to 20 ounces of gold per million pounds of recovered copper in return for a cash payment for each ounce delivered of 20% of the spot gold price until the delivery of 90,000 ounces, and 60% of the spot gold price thereafter. The Gold Stream Agreement may be terminated with the full return of the advance payment at the option of RGLD Gold or Solaris if a change of control of Solaris or Warintza occurs, or by RGLD Gold if deliveries have not begun by May 21, 2033. The area of interest for the Gold Stream Agreement covers approximately 31 square kilometers, and will expand to 186 square kilometers if the termination provisions have not been exercised and the first delivery has not been received by May 21, 2033.

Royalty Agreement

RGLD Gold received a 0.30% NSR royalty for all metals produced from an area of interest of approximately 186 square kilometers. The NSR rate will increase by 0.0375% per year until the earlier to occur of the first delivery under the Gold Stream Agreement or May 21, 2033, to a maximum of 0.60% NSR. If the Gold Stream Agreement is terminated for any of the events referenced above, the NSR rate will be the rate in place at the time of exercise if the termination is exercised by RGLD Gold, or 0.60% if the termination is exercised by Solaris. The area of interest will reduce to approximately 31 square kilometers if the termination is exercised by RGLD Gold.

RGLD Gold holds certain rights to participate in any future stream, royalty or similar production-based financing on the Warintza land package.

The Warintza project consists of a cluster of five separate porphyry copper-molybdenum-gold intrusions that coalesce within two overlapping open pits. Solaris believes that exploration potential is high for near and in-mine targets, as well as within the larger project area. Solaris is targeting a final investment decision by the end of 2026.

Lawyers-Ranch Project Royalty

On May 16, 2025, we acquired a 2.0% NSR royalty on the Ranch portion of the Lawyers-Ranch Project operated by Thesis Gold Inc. from a private seller for cash consideration of $12.5 million. The purchase price was funded with available cash on hand.

Additional Xavantina Stream

On March 28, 2025, we entered into an additional precious metals purchase agreement (“Additional Stream”) with Ero Gold Corporation, a wholly owned subsidiary of Ero Copper Corporation, and certain of its affiliates for gold produced from the Xavantina mine for an advance payment of $50.0 million. The Additional Stream is incremental to the precious metals purchase agreement dated June 29, 2021 (“Base Stream”), and significantly extends the area of interest.

When considered with the Base Stream, the Additional Stream effectively increases the threshold for stream deliveries at the 25% stream rate from 93,000 ounces to 160,000 ounces, with deliveries payable at a cash price of 40% of the spot gold price. As of December 31, 2025, 54,900 ounces of gold have been delivered under the Base Stream and Additional Stream at a cash purchase price of 20% of the spot gold price for the first 49,000 ounces delivered , and 40% of the spot gold price for each ounce delivered over 49,000 ounces.

The purchase price was funded with available cash on hand.

Metal Prices

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

For the years ended December 31, 2025, and 2024, the average prices and percentages of revenue by metal were as follows:

	Year Ended
	December 31, 2025			December 31, 2024
Metal	Average<br>Price		Percentage<br>of Revenue	Average<br>Price		Percentage<br>of Revenue
Gold ($/ounce)(1)	$	3,432	78%	$	2,386	76%
Silver ($/ounce)(1)	$	40.03	12%	$	28.27	12%
Copper ($/pound)(2)	$	4.51	7%	$	4.15	9%
Other	N/A		3%	N/A		3%

(1)Based on the average LBMA Price for the period.

(2)Based on the average LME Price for the period.

Results of Operations

Year Ended December 31, 2025, Compared with Year Ended December 31, 2024

For the year ended December 31, 2025, we recorded net income attributable to Royal Gold stockholders of $466.3 million, or $6.70 per basic and $6.69 per diluted share, as compared to net income attributable to Royal Gold stockholders of $332.0 million, or $5.04 per basic and diluted share, for the year ended December 31, 2024. The factors driving the change in net income over the comparable period are discussed below.

For the year ended December 31, 2025, we recognized total revenue of $1.0 billion, which is comprised of stream revenue of $686.5 million and royalty revenue of $344.0 million, at an average gold price of $3,432 per ounce, an average silver price of $40.03 per ounce and an average copper price of $4.51 per pound, compared to total revenue of $719.4 million, which is comprised of stream revenue of $483.3 million and royalty revenue of $236.1 million, at an average gold price of $2,386 per ounce, an average silver price of $28.27 per ounce and an average copper price of $4.15 per pound, for the year ended December 31, 2024.

Revenue and the corresponding production attributable to our stream and royalty interests for the year ended December 31, 2025, compared to the year ended December 31, 2024, is as follows:

		Year Ended December 31, 2025				Year Ended December 31, 2024
		(In thousands, except reported production in oz. and lbs.)
Stream/Royalty	Metal(s)	Revenue		Reported<br><br>Production(1)		Revenue		Reported<br><br>Production(1)
Stream(2):
Mount Milligan		$	223,713			$	186,039
	Gold			53,200	oz.			57,500	oz.
	Copper			9.9	Mlbs.			11.8	Mlbs.
Pueblo Viejo		$	129,830			$	83,059
	Gold			28,100	oz.			24,900	oz.
	Silver			879,700	oz.			863,400	oz.
Andacollo	Gold	$	77,896	22,400	oz.	$	47,531	20,000	oz.
Kansanshi	Gold	$	32,279	7,700	oz.	$	—	—
Other(3)		$	222,754			$	166,665
	Gold			45,700	oz.			52,200	oz.
	Silver			1.5	Moz.			1.5	Moz.
Total stream revenue		$	686,472			$	483,294
Royalty(2):
Cortez Legacy Zone	Gold	$	31,823	93,600	oz.	$	58,183	209,200	oz.
Cortez CC Zone	Gold	35,715		649,700	oz.	11,611		511,000	oz.
Other(3)	Various	$	276,461	N/A		$	166,307	N/A
Total royalty revenue		$	343,999			$	236,101
Total revenue		$	1,030,471			$	719,395

________________________________________________

(1)Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the years ended December 31, 2025 and 2024, and may differ from the operators’ public reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

(2)Refer to Item 2, Properties, for further discussion on our principal stream and royalty interests.

(3)Individually, with the exception of the Wassa stream (5.0% for the year ended December 31, 2025 and 6.7% for the year ended December 31, 2024), Rainy River stream (6.9% for the year ended December 31, 2025 and 6.4% for the year ended December 31, 2024), Peñasquito royalty (6.8% for the year ended December 31, 2025 and 6.4% for the year ended December 31, 2024) and Xavantina stream (5.4% for the year ended December 31, 2024), no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

The increase in our total revenue for the year ended December 31, 2025, compared with the year ended December 31, 2024, resulted primarily from higher average gold, silver and copper prices, initial revenue from the Kansanshi stream and Sandstorm and Horizon assets in the fourth quarter of 2025, higher gold and silver sales from Pueblo Viejo, higher gold sales from Andacollo and higher gold production from Peñasquito which is included in other royalty revenue in the table above. The increase was partially offset by lower gold and copper sales from Mount Milligan and lower gold sales from Xavantina which is included in other stream revenue in the table above, when compared to the prior year.

Gold and silver ounces and copper pounds purchased and sold during the year ended December 31, 2025 and 2024, as well as gold, silver and copper in inventory as of December 31, 2025 and 2024, for our stream interests were as follows:

	Year Ended December 31, 2025		Year Ended December 31, 2024		As of December 31, 2025	As of December 31, 2024
Gold Stream	Purchases (oz.)	Sales (oz.)	Purchases (oz.)	Sales (oz.)	Inventory (oz.)	Inventory (oz.)
Mount Milligan	52,500	53,200	58,000	57,500	3,800	4,500
Pueblo Viejo	28,000	28,100	26,500	24,900	7,600	7,700
Andacollo	24,500	22,400	19,300	20,000	2,100	—
Kansanshi	7,700	7,700	—	—	—	—
Other	48,700	45,700	51,100	52,200	6,300	3,300
Total	161,400	157,100	154,900	154,600	19,800	15,500			Year Ended December 31, 2025		Year Ended December 31, 2024		As of December 31, 2025	As of December 31, 2024
---	---	---	---	---	---	---
Silver Stream	Purchases (oz.)	Sales (oz.)	Purchases (oz.)	Sales (oz.)	Inventory (oz.)	Inventory (oz.)
Pueblo Viejo(1)	873,900	879,700	859,900	863,400	213,600	219,400
Other	1,513,100	1,516,900	1,490,700	1,531,900	115,200	119,000
Total	2,387,000	2,396,600	2,350,600	2,395,300	328,800	338,400			Year Ended December 31, 2025		Year Ended December 31, 2024		As of December 31, 2025	As of December 31, 2024
---	---	---	---	---	---	---
Copper Stream	Purchases (Mlbs.)	Sales (Mlbs.)	Purchases (Mlbs.)	Sales (Mlbs.)	Inventory (Mlbs.)	Inventory (Mlbs.)
Mount Milligan	10.5	9.9	11.8	11.8	0.7	—

______________________________________________

(1) Pueblo Viejo silver purchases for the year ended December 31, 2025 do not include 801,100 ounces of silver permitted to be deferred based on the terms of the Pueblo Viejo silver stream agreement. Total deferred silver ounces were 2.5 million ounces at December 31, 2025, and the timing for the delivery of this deferred amount is uncertain, if ever.

Cost of sales, which excludes depreciation, depletion, and amortization, increased to $130.9 million for the year ended December 31, 2025, from $97.5 million for the year ended December 31, 2024. The increase was primarily due to higher average gold, silver and copper prices and higher gold and silver sales from Pueblo Viejo, higher gold sales from Andacollo and initial gold sales from the Kansanshi stream acquired in the third quarter of 2025 when compared to the prior year. Cost of sales is specific to our stream agreements and, except for Mount Milligan, is the result of our purchase of metal for a cash payment that is a set contractual percentage of the spot price for that metal near the date of metal delivery. For Mount Milligan, the cash payments under the existing stream agreement are the lesser of $435 per ounce or the prevailing market price of gold when purchased and 15% of the spot price for copper near the date of metal delivery. Separately, and in addition to the cash payments under the existing stream agreement, the Mount Milligan Cost Support Agreement detailed in Note 10 of our notes to consolidated financial statements provides for cash payments on gold and copper deliveries that are expected to begin after certain thresholds are met, or earlier, if metal prices are below certain thresholds and if requested by Centerra.

General and administrative costs increased to $49.2 million for the year ended December 31, 2025, from $40.9 million for the year ended December 31, 2024. The increase was primarily due to higher corporate costs as a result of the Sandstorm and Horizon acquisition when compared to the prior year.

Depreciation, depletion and amortization increased to $177.1 million for the year ended December 31, 2025, from $144.4 million for the year ended December 31, 2024. The increase was primarily due to depletion on the new streams and royalties acquired through the Sandstorm and Horizon acquisition and depletion on the Kansanshi stream acquired in the third quarter of 2025, partially offset by lower depletion from lower sales at Mount Milligan and Xavantina when compared to the prior year.

During the year ended December 31, 2025, we incurred costs related to the acquisition of Sandstorm and Horizon of $26.5 million.

During the year ended December 31, 2025, we realized losses from the sale of marketable securities of $50.0 million. The change was primarily due to the sale of shares in Versamet Royalties Corporation as detailed in Note 7 of our notes to consolidated financial statements.

Interest and other expense increased to $29.0 million for the year ended December 31, 2025, from $9.7 million for the year ended December 31, 2024. The increase was primarily due to higher interest expense as a result of higher average amounts outstanding under our revolving credit facility compared to the prior year. For the year ended December 31, 2025, amounts outstanding under our revolving credit facility averaged $409.0 million at an average all-in borrowing rate of 6.1%, compared to average amounts outstanding of $80.6 million at an average all-in borrowing rate of 6.5% for the year ended December 31, 2024.

Income tax expense was $102.3 million for the year ended December 31, 2025, as compared to $93.6 million for the year ended December 31, 2024, which resulted in an effective tax rate of 17.8% in the current period and 22.0% in the prior year. The effective tax rate for the year ended December 31, 2025, included a $16.3 million tax benefit for additional recoverable basis and a tax benefit for an $11.0 million recovery of foreign withholding tax, partially offset by $2.9 million of U.S. and foreign capitalized acquisition costs. The effective tax rate for the year ended December 31, 2024 included a $13.0 million U.S. global intangible low-taxed income (“GILTI”) income tax expense related to the consideration from the Mount Milligan Cost Support Agreement.

Liquidity and Capital Resources

We use our liquidity and capital resources to fund dividends and for the acquisition of stream and royalty interests, including any conditional funding schedules. Our short-term and long-term capital requirements are primarily affected by our ongoing acquisition activities. We currently, and generally at any time, have acquisition opportunities in various stages of active review. In the event of one or more substantial stream or royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary. We regularly borrow and repay amounts under our revolving credit facility and will likely do so in the future. We believe that our current liquidity and capital resources will be adequate to cover our operating needs for the next 12 months, and thereafter for the foreseeable future.

At December 31, 2025, we had working capital of $256.5 million, including $233.7 million of cash and equivalents. This compares to working capital of $190.1 million, including $195.5 million of cash and equivalents at December 31, 2024. The increase in our working capital was primarily due to an increase in our available cash as a result of higher net cash proceeds from our stream and royalty interests, partially offset by acquisition related costs and higher general corporate costs related to the acquisition of Sandstorm and Horizon.

During the year ended December 31, 2025, liquidity needs were met from $704.8 million in net cash provided by operating activities and our available cash resources. Working capital, combined with available capacity under our revolving credit facility, resulted in approximately $756.5 million of total liquidity at December 31, 2025. As of December 31, 2025, we had $500 million available under our revolving credit facility. We were in compliance with each financial covenant under the revolving credit facility as of December 31, 2025. Refer to Note 8 of our notes to consolidated financial statements and below under Recent Liquidity and Capital Resource Developments for further discussion on our debt.

At December 31, 2025, our contractual cash obligations comprised the Warintza funding (see Note 4 of our notes to consolidated financial statements) and operating leases (see Note 9 of our notes to consolidated financial statements). We believe we will be able to fund all current cash obligations, including the servicing of our outstanding debt, from net cash provided by operating activities.

Please refer to our risk factors included in Item 1A, Risk Factors, of this report for a discussion of certain risks that may impact our liquidity and capital resources.

Recent Liquidity and Capital Resource Developments

Share Issuance

On October 20, 2025, Royal Gold issued 18.6 million shares of common stock for the acquisition of Sandstorm. As of December 31, 2025, Royal Gold's outstanding share count increased to 84.5 million shares.

Revolving Credit Facility Repayment

On June 26, 2025, we entered into a sixth amendment to our revolving credit facility dated as of June 2, 2017, as amended. The amendment extended the maturity date from June 28, 2028, to June 30, 2030, increased the size of the accordion feature from $250.0 million to $400.0 million and revised the leverage ratio required to be less than or equal to 4.00:1.00, rather than 4.00:1.00 for only the two fiscal quarters following the consummation of a permitted acquisition (as defined) and 3.50:1.00 at all other times.

In July 2025, we notified the members of the credit syndication group of our exercise of the accordion feature and received commitments from the group for the full $400.0 million of increased capacity. On August 5, 2025, we closed on the accordion feature with our credit syndication group, bringing our total committed revolving credit facility to $1.4 billion.

During the year ended December 31, 2025, we borrowed $1.275 billion and repaid $375 million under our revolving credit facility. At December 31, 2025, we had $900 million outstanding and $500 million available under our revolving credit facility.

In January and February 2026, we repaid $75 million and $100 million, respectively, under our revolving credit facility, resulting in $725 million outstanding and $675 million available under our revolving credit facility as of the date of this report.

Dividend Increase

On November 18, 2025, we announced an increase in our annual dividend for calendar year 2026 from $1.80 to $1.90 per share, payable on a quarterly basis of $0.475 per share. The newly declared dividend is 6% higher than the dividend paid during calendar year 2025. We have steadily increased our annual dividend for 25 years, or since calendar year 2001. We expect to pay our annual dividend using cash on hand.

Summary of Cash Flows

Operating Activities

Net cash provided by operating activities totaled $704.8 million for the year ended December 31, 2025, compared to $529.5 million for the year ended December 31, 2024. The increase, when compared to the prior year, was primarily due to higher net cash proceeds received from our stream and royalty interests of $262.3 million and cash proceeds of $44.2 million from the Mount Milligan Deferred Gold Consideration partially offset by the Sandstorm and Horizon acquisition related costs.

Investing Activities

Net cash used in investing activities totaled $1.4 billion for the year ended December 31, 2025, compared to net cash used in investing activities of $77.7 million for the year ended December 31, 2024. The increase, when compared to the prior year, was primarily due to the acquisition of the Kansanshi and Warintza streams and the cash consideration for the acquisition of Sandstorm and Horizon.

Financing Activities

Net cash provided by financing activities totaled $751.9 million for the year ended December 31, 2025, compared to net cash used in financing activities of $360.5 million for the year ended December 31, 2024. The change, when compared to the prior year, was primarily due to higher borrowings under the revolving credit facility as part of the Kansanshi stream acquisition.

Critical Accounting Estimates and Policies

Use of Estimates

The preparation of our financial statements, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), requires management to make estimates and assumptions. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain.

We rely on mineral reserve and mineral resource estimates reported by the operators of the properties on which we hold stream and royalty interests. These estimates and the underlying assumptions affect the potential impairments of long-lived assets and the ability to realize income tax benefits associated with deferred tax assets. These estimates and assumptions also affect the rate at which we recognize revenue or charge depreciation, depletion and amortization to earnings. On an ongoing basis, management evaluates these estimates and assumptions; however, actual amounts could differ from these estimates and assumptions. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

Business Combination and Asset Acquisition Accounting

Business combinations are accounted for using the acquisition method of accounting and the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The fair value of the assets and liabilities acquired is measured using discounted cash flows and other applicable valuation techniques. Any acquisition related costs incurred by the Company are expenses as incurred. The operating results of an acquired business are included in our Consolidated Financial Statements from the date of acquisition.

When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. In an asset acquisition, the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition related costs are capitalized as part of the purchase consideration.

Equity Method Investments

Investments and ownership interests are accounted for under equity method accounting if the Company has the ability to exercise significant influence, but does not have a controlling financial interest. The Company records its interest in the net losses of its equity method investee within Interest and other expense in the Consolidated Statements of Operations and Comprehensive Income. To the extent that there is a basis difference between the amount invested and the underlying equity in the net assets of an equity investment, the Company allocates such differences between tangible and intangible assets. The Company may elect the fair value option to account for its equity method investments if the fair value option better reflects the economics of its investment. Equity method investments accounted for under the fair value option are remeasured periodically with any changes in fair value recorded in Fair value changes in equity securities in the Consolidated Statements of Operations and Comprehensive Income.

Marketable Securities

Equity securities investments with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in Fair value changes in equity securities in the Consolidated Statements of Operations and Comprehensive Income.

Debt securities are generally considered available-for-sale and are reported at fair value with unrealized gains and losses, net of applicable taxes, recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets.

The Company elects the fair value option when it believes that it best reflects the underlying economics of the investment. These investments may be valued using third-party pricing services at each reporting date with changes in fair value recorded as a component of Fair value changes in equity securities in the Consolidated Statements of Operations and Comprehensive Income.

Stream and Royalty Interests in Mineral Properties and Related Depletion

Stream and royalty interests include acquired stream and royalty interests in production, development and exploration stage properties. The costs of acquired stream and royalty interests are capitalized as tangible assets as such interests do not meet the definition of a financial asset.

Production stage stream and royalty interests are depleted using the units of production method over the life of the mineral property (as stream sales occur or royalty payments are recognized), which are estimated using proven and probable mineral reserves as provided by the operator. Development stage mineral properties, which are not yet in production, are

not depleted until the property begins production. Exploration stage mineral properties, where there are no proven and probable mineral reserves, are not depleted. When the associated exploration stage mineral interests are converted to proven and probable mineral reserves, the mineral property becomes a development stage mineral property.

Asset Impairment

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The recoverability of the carrying value of stream and royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each stream and royalty interest using estimates of proven and probable mineral reserves, mineral resources and other relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus potentially affecting the future recoverability of our stream or royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

Estimates of gold, silver, copper, and other metal prices, and operators’ estimates of proven and probable mineral reserves or mineral resources related to our stream or royalty properties are subject to certain risks and uncertainties which may affect the recoverability of our investment in these stream and royalty interests in mineral properties. It is possible that changes could occur to these estimates, which could adversely affect the net cash flows expected to be generated from these stream and royalty interests.

Revenue

A performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream and royalty interests is generally recognized at the point in time that control of the related metal production transfers to our customers. For royalty interests, the transfer of control generally occurs when the mine operator of the property over which the royalty interest is held, delivers the commodity to the customer. The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective stream or royalty agreement.

Stream Interests

A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more of the metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. Gold, silver and copper received under our metal stream agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between ten days and three months (typically depending on the frequency of deliveries under the respective stream agreement and our sales policy in effect at the time) commencing shortly after receipt and purchase of the metal. We settle our forward sales contracts via physical delivery of the metal to the purchaser (our customer) on the settlement date specified in the contract. Under our forward sales contracts, there is a single performance obligation to sell a contractually specified volume of metal to the purchaser, and we satisfy this obligation at the point in time of physical delivery. Accordingly, revenue from our metal sales is recognized on the date of settlement, which is the date that control, custody and title to the metal transfer to the purchaser.

Royalty Interests

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurred. As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to their ultimate customer. In all of our most significant royalty interest arrangements, we have concluded that we transfer control of our interest in the metal production

to the operator at the point at which production occurs, and thus, the operator is our customer. We have further determined that the transfer of each unit of metal production, comprising our royalty interest, to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time of metal production by the operator. Accordingly, we recognize revenue attributable to our royalty interests in the period in which metal production occurs at the specified commodity price per the agreement, net of any contractually allowable offsite treatment, refining, transportation and, if applicable, other contractually permitted costs.

Income Taxes

Our annual tax rate is based on income, statutory tax rates in effect and tax planning opportunities available to us in the various jurisdictions in which the Company operates. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.

We treat GILTI as a period cost and therefore do not record deferred tax impacts of GILTI in our consolidated financial statements. Our deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.

Our operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Forward-Looking Statements

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

Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements regarding the following: our expected financial performance and outlook, including sales volume, revenue, expenses, tax rates, earnings, and cash flows; operators’ expected operating and financial performance and other anticipated developments relating to their properties and operations, including production, deliveries, estimates of mineral resources and mineral reserves, environmental and feasibility studies, technical reports, mine plans, capital requirements, liquidity, and capital expenditures; opportunities for investments, acquisitions and other transactions; anticipated benefits from investments, acquisitions and other transactions; receipt and timing of future metal deliveries, including deferred amounts at Pueblo Viejo; expected benefits from the Transaction; anticipated liquidity, capital resources, financing, and stockholder returns; borrowings and repayments under our revolving credit facility; the materiality of properties within our portfolio; macroeconomic and market conditions; the anticipated effects of climate change; returns on investments; sufficiency of contractual protections; adoption of new accounting standards; valuation allowances; potential impairments; tax changes; assumptions related to fair value of equity awards; and prices for gold, silver, copper, and other metals.

Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the following: changes in the price of gold, silver, copper, or other metals; operating activities or financial performance of properties on which we hold stream or royalty interests, including variations between actual and forecasted performance, operators’ ability to complete projects on schedule and as planned, operators’ changes to mine plans and mineral reserves and mineral resources (including updated mineral reserve and mineral resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, other adverse government or court actions, or operational disruptions; the ultimate timing, outcome, and results of integrating the operations of Royal Gold, Sandstorm and Horizon; failure to realize the anticipated benefits from the Transaction in the timeframe expected or at all; risks associated with joint arrangement interests acquired as part of the Transaction; changes of control of properties or operators; contractual issues involving our stream or royalty agreements; the timing of deliveries of metals from operators and our subsequent sales of metal; 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 investments, acquisitions or other transactions; adverse economic and market conditions; effects of health epidemics and pandemics; changes in laws or regulations governing us, operators, or operating properties; changes in management and key employees; and other factors described elsewhere in this report, including in Item 1A, Risk Factors. Most of these factors are beyond our ability to predict or control. Other unpredictable or unknown factors not discussed in this report 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

During the year ended December 31, 2025, we reported revenue of $1.0 billion, with an average gold price for the period of $3,432 per ounce (based on the LBMA Price), an average silver price of $40.03 per ounce (based on the LBMA Price), and an average copper price of $4.51 per pound (based on the LME Price). The table below shows the impact that a 10% increase or decrease in the average price of the specified metal would have had on our total reported revenue for the year ended December 31, 2025:

Metal	Percentage of Total Reported Revenue Associated with Specified Metal	Amount by Which Total Reported Revenue Would Have Increased or Decreased If Price of Specified Metal <br>Had Averaged 10% Higher or Lower in Period
Gold	78%	$79.5 million
Silver	12%	$11.6 million
Copper	7%	$9.5 million

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 42)	66
CONSOLIDATED BALANCE SHEETS	69
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME	70
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	71
CONSOLIDATED STATEMENTS OF CASH FLOWS	72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	73

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Royal Gold, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combination
Description of the Matter	As discussed in Note 3 to the financial statements, during 2025 the Company completed its acquisition of Sandstorm Gold Ltd. (“Sandstorm”) and Horizon Copper Corp. (“Horizon”) for consideration of $4,148 million. The transaction was accounted for as a business combination.<br><br>Auditing management’s accounting for the business combination was challenging due to the significant effort and judgment required to evaluate management’s estimate of the provisional fair values of stream and royalty interests. Audit effort was significant due to the volume of underlying assumptions in the estimated fair values. Judgment was applied in determining the nature and extent of audit procedures. The most significant assumptions used to estimate the fair value of stream and royalty interest included long-term metal prices and estimated quantities of ore reserves and mineral resources produced by operators of the mineral property. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the business combination and valuation of the acquired assets. For example, we tested controls over management’s valuation of acquired stream and royalty interests, including the review of the valuation model and underlying assumptions used to develop such estimates.<br><br>Our audit procedures included, among others, evaluating the Company's valuation methodology, significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the assumptions. We involved our valuation specialists to assist with our evaluation of the selection and application of the valuation methodology used by the Company and certain significant assumptions included in the fair value estimates. We compared the long-term metal prices to consensus market views of future prices. We assessed the estimated quantities of ore reserves and mineral resources by comparing to information compiled by qualified persons and evaluated extraction and production of those quantities compared to historical performance for properties in operation.
Impairment Assessment of Stream and Royalty Interests in Mineral Properties
Description of the Matter	At December 31, 2025, the Company’s stream and royalty interest balance totaled $8,584 million. As more fully described in Note 2 to the consolidated financial statements, the Company evaluates its stream and royalty interests for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset or group of assets may not be recoverable (“triggering events”). Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. The factors considered include, among others, changes in estimates of forecasted metal prices, significant decreases in operators’ estimates of proven and probable reserves and/or mineral resources and other relevant information received from the operators, which may include operational or legal information that indicates production from stream and royalty interests may not occur or may be significantly reduced in the future.<br><br><br><br>Auditing the Company’s impairment assessment involved our subjective judgment because, in determining whether a triggering event occurred, management uses assumptions that include, among others, assumptions about forecasted metal prices and total future production using reserve or other relevant information reported by the operators. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process over the impairment assessment. For example, we tested controls over the Company’s process for identifying potential impairment triggers.<br><br><br><br>To test the Company’s impairment assessment, our audit procedures included, among others, evaluating the significant assumptions, judgments and operating data used in the Company’s analysis. Specifically, we compared the long-term metal prices to consensus market views of future prices and we corroborated reserve information to available operator or publicly available information. We searched for and evaluated other publicly available information that corroborates or contradicts the reserve estimates or indicates that production from stream and royalty interests will not likely occur or may be significantly reduced in the future.
---	---

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

Denver, Colorado

February 18, 2026

ROYAL GOLD, INC.

Consolidated Balance Sheets

(In thousands, except share data)

	December 31,<br>2025		December 31,<br>2024
ASSETS
Cash and equivalents	$	233,719	$	195,498
Royalty receivables	110,846		63,460
Income tax receivable	2,108		1,139
Stream inventory	25,883		12,973
Prepaid expenses and other	4,890		2,217
Total current assets	377,446		275,287
Stream and royalty interests, net (Note 5)	8,583,875		3,042,804
Equity method investment (Note 6)	300,854		—
Marketable securities (Note 7)	172,880		6
Other assets	102,469		74,033
Total assets	$	9,537,524	$	3,392,130
LIABILITIES
Accounts payable	$	10,060	$	10,578
Dividends payable	40,186		29,611
Income tax payable	33,303		23,177
Other current liabilities	37,367		21,785
Total current liabilities	120,916		85,151
Debt (Note 8)	895,436		—
Deferred tax liabilities	1,190,672		132,308
Mount Milligan deferred liability (Note 10)	69,211		25,000
Other liabilities	55,942		18,465
Total liabilities	2,332,177		260,924
Commitments and contingencies (Note 19)
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 84,499,692 and 65,691,151 shares outstanding, respectively	845		657
Additional paid-in capital	5,928,123		2,228,311
Accumulated other comprehensive income	993		—
Accumulated earnings	1,227,169		889,989
Total Royal Gold stockholders’ equity	7,157,130		3,118,957
Non-controlling interests	48,217		12,249
Total equity	7,205,347		3,131,206
Total liabilities and equity	$	9,537,524	$	3,392,130

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

ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share data)

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Revenue (Note 11)	$	1,030,471	$	719,395	$	605,717
Costs and expenses
Cost of sales (excludes depreciation, depletion and amortization)	130,926		97,514		90,523
General and administrative	49,183		40,934		39,761
Production taxes	8,605		6,622		7,294
Depreciation, depletion and amortization	177,082		144,426		164,937
Acquisition related costs	26,508		—		—
Total costs and expenses	392,304		289,496		302,515
Operating income	638,167		429,899		303,202
Fair value changes in equity securities	327		(66)		(147)
Loss on sale of marketable securities	(50,017)		—		—
Interest and other income	14,411		6,008		9,952
Interest and other expense	(29,022)		(9,749)		(30,867)
Income before income taxes	573,866		426,092		282,140
Income tax expense (Note 14)	(102,290)		(93,613)		(42,008)
Net income	471,576		332,479		240,132
Net income attributable to non-controlling interests	(5,295)		(456)		(692)
Net income attributable to Royal Gold common stockholders	466,281		332,023		239,440
Net income	$	471,576	$	332,479	$	240,132
Adjustments to comprehensive income, net of tax:
Unrealized change in market value of available-for-sale debt securities	993		—		—
Comprehensive income	472,569		332,479		240,132
Comprehensive income attributable to non-controlling interests	(5,295)		(456)		(692)
Comprehensive income attributable to Royal Gold stockholders	$	467,274	$	332,023	$	239,440
Net income per share attributable to Royal Gold common stockholders:
Basic earnings per share	$	6.70	$	5.04	$	3.64
Basic weighted average shares outstanding	69,424,381		65,662,185		65,613,002
Diluted earnings per share	$	6.69	$	5.04	$	3.63
Diluted weighted average shares outstanding	69,560,911		65,776,834		65,739,110
Cash dividends declared per common share	$	1.825	$	1.650	$	1.525

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

ROYAL GOLD, INC.

Consolidated Statements of Changes in Equity

(In thousands, except share data)

	Royal Gold Stockholders
	Common Shares			Additional<br>Paid-In<br>Capital		Accumulated Other Comprehensive Income		Accumulated<br>Earnings		Non-controlling<br>Interests		Total<br>Equity
	Shares	Amount
Balance at December 31, 2022	65,592,597	$	656	$	2,213,123	$	—	$	527,314	$	12,376	$	2,753,469
Stock-based compensation and related share issuances	39,163	—		7,916		—		—		—		7,916
Distributions to non-controlling interests	—	—		—		—		—		(644)		(644)
Net income	—	—		—		—		239,440		692		240,132
Dividends declared	—	—		—		—		(100,232)		—		(100,232)
Balance at December 31, 2023	65,631,760	$	656	$	2,221,039	$	—	$	666,522	$	12,424	$	2,900,641
Stock-based compensation and related share issuances	59,391	1		7,272		—		—		—		7,273
Distributions to non-controlling interests	—	—		—		—		—		(631)		(631)
Net income	—	—		—		—		332,023		456		332,479
Dividends declared	—	—		—		—		(108,556)		—		(108,556)
Balance at December 31, 2024	65,691,151	$	657	$	2,228,311	$	—	$	889,989	$	12,249	$	3,131,206
Acquisition of Sandstorm Gold Ltd.	18,567,092	185		3,677,976		—		—		38,797		3,716,958
Sandstorm converted options exercises	166,979	2		15,333		—		—		—		15,335
Stock-based compensation and related share issuances	74,470	1		6,770		—		—		—		6,771
Other	—	—		(267)		—		—		—		(267)
Distributions to non-controlling interests	—	—		—		—		—		(8,124)		(8,124)
Net income	—	—		—		—		466,281		5,295		471,576
Other comprehensive income	—	—		—		993		—		—		993
Dividends declared	—	—		—		—		(129,101)		—		(129,101)
Balance at December 31, 2025	84,499,692	$	845	$	5,928,123	$	993	$	1,227,169	$	48,217	$	7,205,347

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

ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

(In thousands)

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Cash flows from operating activities:
Net income	$	471,576	$	332,479	$	240,132
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	177,082		144,426		164,937
Non-cash employee stock compensation expense	11,805		11,892		9,696
Fair value changes in equity securities	(327)		66		147
Loss on marketable securities	50,017		—		—
Deferred tax (benefit) expense	(3,926)		8,354		(6,469)
Other	(5,302)		945		779
Changes in assets and liabilities:
Royalty receivables	(18,124)		(14,577)		521
Stream inventory	(11,740)		(3,186)		2,868
Income tax receivable	(969)		1,537		390
Prepaid expenses and other assets	1,335		11,168		(4,369)
Accounts payable	(36,836)		(9,113)		4,756
Income tax payable	10,761		7,620		(508)
Mount Milligan deferred liability	44,211		25,000		—
Other liabilities	15,283		12,892		2,912
Net cash provided by operating activities	$	704,846	$	529,503	$	415,792
Cash flows from investing activities:
Sandstorm & Horizon acquisition, net of cash acquired	(411,342)		—		—
Acquisition of stream and royalty interests	(1,164,753)		(102,564)		(2,678)
Proceeds from the sale of the Versamet Shares and other securities	158,886		—		—
Cash calls for Hod Maden equity method investment	(9,330)		—		—
Proceeds from Khoemacau debt facility	—		25,000		—
Proceeds from the sale of inventory - restricted	7,681		—		—
Other	299		(116)		(151)
Net cash used in investing activities	$	(1,418,559)	$	(77,680)	$	(2,829)
Cash flows from financing activities:
Repayment of debt	(375,000)		(250,000)		(325,000)
Borrowings from revolving credit facility	1,275,000		—		—
Net payments from issuance of common stock	(5,032)		(4,620)		(1,383)
Net proceeds from Sandstorm option exercises	15,333		—		—
Horizon warrant payments	(28,932)		—		—
Distributions to non-controlling interests	(8,125)		—		—
Common stock dividends	(118,525)		(105,237)		(98,567)
Other	(2,785)		(635)		(2,432)
Net cash provided by (used in) financing activities	$	751,934	$	(360,492)	$	(427,382)
Net increase (decrease) in cash and equivalents	38,221		91,331		(14,419)
Cash and equivalents at beginning of period	195,498		104,167		118,586
Cash and equivalents at end of period	$	233,719	$	195,498	$	104,167

_____________________________________________

See Note 15 for supplemental cash flow information.

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

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY

Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals streams, royalties and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development (and exploration) stage in exchange for stream or royalty interests. A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine at a price determined for the life of the transaction by the purchase agreement. Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Summary of Significant Accounting Policies

Use of Estimates

The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates.

We rely on mineral reserve and mineral resource estimates reported by the operators of properties on which we hold stream and royalty interests. These estimates and the underlying assumptions affect the potential impairments of long-lived assets and the ability to realize income tax benefits associated with deferred tax assets. These estimates and assumptions also affect the rate at which we recognize revenue or charge depreciation, depletion and amortization to earnings. On an ongoing basis, management evaluates these estimates and assumptions; however, actual amounts could differ from these estimates and assumptions. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

Basis of Consolidation and Non-controlling Interests

The consolidated financial statements include the accounts of Royal Gold, Inc. and its majority owned or controlled subsidiaries. All intercompany accounts, transactions, income and expenses, and profits or losses have been eliminated on consolidation. The Company records non-controlling interest in its Consolidated Financial Statements for any non-wholly-owned consolidated subsidiary.

Business Combination and Asset Acquisition Accounting

Business combinations are accounted for using the acquisition method of accounting and the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The fair value of the assets and liabilities acquired is measured using discounted cash flows and other applicable valuation techniques. Any acquisition related costs incurred by the Company are expenses as incurred. The operating results of an acquired business are included in our Consolidated Financial Statements from the date of acquisition. Refer to Note 3 for more detail on the Company's business combinations.

When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. In an asset acquisition, the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition related costs are capitalized as part of the purchase consideration. Refer to Note 4 for more detail on the Company's asset acquisitions.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash and Equivalents

Cash and equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Cash and equivalents were primarily held in cash deposit accounts as of December 31, 2025 and 2024.

Stream and Royalty Interests in Mineral Properties and Related Depletion

Stream and royalty interests include acquired stream and royalty interests in production, development and exploration stage properties. The costs of acquired stream and royalty interests are capitalized as tangible assets as such interests do not meet the definition of a financial asset.

Production stage stream and royalty interests are depleted using the units of production method over the life of the mineral property (as stream sales occur or royalty payments are recognized), which are estimated using proven and probable reserves as provided by the operator. Development stage mineral properties, which are not yet in production, are not depleted until the property begins production. Exploration stage mineral properties, where there are no proven and probable reserves, are not depleted. At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, and there is no production, the mineral property becomes a development stage mineral property. Exploration costs are expensed when incurred.

Equity Method Investments

Investments and ownership interests are accounted for under equity method accounting if the Company has the ability to exercise significant influence, but does not have a controlling financial interest. The Company records its interest in the net losses of its equity method investee within Interest and other expense in the Consolidated Statements of Operations and Comprehensive Income. To the extent that there is a basis difference between the amount invested and the underlying equity in the net assets of an equity investment, the Company allocates such differences between tangible and intangible assets. The Company may elect the fair value option to account for its equity method investments if the fair value option better reflects the economics of its investment. Equity method investments accounted for under the fair value option are remeasured periodically with any changes in fair value recorded in Fair value changes in equity securities in the Consolidated Statements of Operations and Comprehensive Income.

Marketable Securities

Equity securities investments with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in Fair value changes in equity securities in the Consolidated Statements of Operations and Comprehensive Income.

Debt securities are generally considered available-for-sale and are reported at fair value with unrealized gains and losses, net of applicable taxes, recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets.

The Company elects the fair value option when it believes that it best reflects the underlying economics of the investment. These investments may be valued using third-party pricing services at each reporting date with changes in fair value recorded as a component of Fair value changes in equity securities in the Consolidated Statements of Operations and Comprehensive Income.

Leases

In the normal course of business, the Company enters into contractual arrangements and evaluates whether such arrangements contain a lease. The Company assesses each contract identified as a lease to determine whether it should be classified as an operating or a finance lease. As of the reporting date, the Company does not have any leases classified as finance leases. Lease liabilities are initially measured at the present value of future lease payments, discounted using the Company’s incremental borrowing rate, as the rate implicit in the lease is not readily determinable. Corresponding right-of-use assets are recognized at the lease commencement date. The incremental borrowing rate represents the rate of interest the Company would incur to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a comparable economic environment. For operating leases, lease expense is recognized on a straight-line basis over the lease term. The lease liability is subsequently increased for interest and reduced for lease payments, while the related right-

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of-use asset is amortized such that a single lease cost is recognized over the lease term. Lease components and non-lease components are accounted for separately based on their relative standalone prices.

Variable lease payments that do not depend on an index or a rate, including common area maintenance charges, property taxes, and other operating expenses, are not included in the measurement of lease liabilities and right-of-use assets and are recognized as lease expense in the period in which the obligation is incurred. Income from operating subleases, including variable sublease income, is recognized over the term of the sublease and presented as other income.

Asset Impairment

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. When impairment indicators are identified, the recoverability of the carrying value of stream and royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each stream and royalty interest using estimates of proven and probable mineral reserves, mineral resources and other relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus potentially affecting the future recoverability of our stream or royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

Estimates of gold, silver, copper, and other metal prices, and operators’ estimates of proven and probable mineral reserves or mineral resources related to our stream or royalty properties are subject to certain risks and uncertainties which may affect the recoverability of our investment in these stream and royalty interests in mineral properties. It is possible that changes could occur to these estimates, which could adversely affect the net cash flows expected to be generated from these stream and royalty interests.

Revenue

A performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream and royalty interests is generally recognized at the point in time that control of the related metal production transfers to our customers. For royalty interests, the transfer of control generally occurs when the mine operator of the property over which the royalty interest is held, delivers the commodity to the customer The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective stream or royalty agreement. A more detailed summary of our revenue recognition policies for our stream and royalty interests is discussed in Note 11.

Metal Sales

Gold, silver and copper received under our metal stream agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between ten days and three months (typically depending on the frequency of deliveries under the respective stream agreement and our sales activity in effect at the time) commencing shortly after receipt and purchase of the metal. Revenue from gold, silver and copper sales is recognized on the date of the settlement, which is also the date that title to the metal passes to the purchaser.

Cost of Sales

Cost of sales, which excludes depreciation, depletion and amortization, 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, copper and zinc spot price near the date of metal delivery.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Production Taxes

Certain royalty payments are subject to production taxes (or mining proceeds taxes), which are recognized at the time of revenue recognition. Production taxes are not income taxes and are included within the costs and expenses section in our consolidated statements of operations and comprehensive income.

Stock-Based Compensation

We recognize all share-based payments to employees in our financial statements based upon their fair values.

Income Taxes

Our annual tax rate is based on income, statutory tax rates in effect, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.

We treat global intangible low-taxed income (“GILTI”) as a period cost and therefore do not record deferred tax impacts of GILTI in our consolidated financial statements. Our deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.

Our operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Earnings per Share

Basic earnings per share is computed by dividing net income available to Royal Gold common stockholders by the weighted average number of outstanding common shares for the period, considering the effect of participating securities. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts that may require issuance of common shares were converted. Diluted earnings per share is computed by dividing net income available to common stockholders by the diluted weighted average number of common shares outstanding during each period.

Reclassification

Certain amounts and disclosures in prior years have been reclassified to conform to the 2025 presentation.

New Accounting Standards

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We adopted this guidance retrospectively for the periods ending December 31, 2025, 2024 and 2023. The changes are reflected in the tax footnote with no impacts to our financial condition or results of operations. See Note 14 for more detail.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We adopted this guidance prospectively for the period ending December 31, 2025, and it only impacted our disclosures with no impacts to our financial condition or results of operations. See Note 18 for more detail.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

3. Acquisition of Sandstorm Gold and Horizon Copper

On October 20, 2025, we acquired all of the issued and outstanding common shares of Sandstorm Gold Ltd. (“Sandstorm”) and Horizon Copper Corp. (“Horizon”), collectively referred to as “the Transaction.” Sandstorm and Horizon were global resource-based companies based in Vancouver, British Columbia, that held interests in mining assets, including royalty and stream interests, on mining projects across various stages of development.

With respect to the Transaction, Royal Gold issued 18.6 million shares of common stock to Sandstorm shareholders and assumed stock options exercisable for 0.7 million shares of common stock to complete the transaction and paid $380.9 million in cash to fully repay the outstanding balance drawn on the Sandstorm credit facility. Upon completion of the Transaction, Royal Gold's outstanding share count increased to 84.5 million shares. Royal Gold paid C$127.1 million ($90.4 million) in cash consideration to the shareholders of Horizon (excluding Sandstorm) and funded Horizon's purchase of its outstanding warrants for C$40.6 million ($28.9 million). For the year ended December 31, 2025, Royal Gold incurred approximately $26.5 million of acquisition costs related to the Transaction which are included in Acquisition related costs on our consolidated statements of operations and comprehensive income and were recognized separately from the purchase price of the Transaction.

We accounted for the Transaction according to Accounting Standards Codification 805, Business Combinations, and accounted for the Transaction as a single business combination. In accordance with the acquisition method of accounting, the purchase price of the Transaction has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income and market valuation methods. As of December 31, 2025, the Company had not yet completed the allocation of the purchase price to the assets acquired and liabilities assumed. The purchase price allocation is based on preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. The effect of any measurement period adjustments to the estimated fair values will be reflected in future updates to our purchase price allocation.

The total purchase price of $4.148 billion has been allocated to the net assets acquired based on their respective fair values as follows:

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	(in thousands)
Cash	$	60,024
Royalty receivables	35,374
Income tax receivable	1,232
Prepaid expenses and other	1,170
Stream and royalty interests	4,561,177
Equity method investment	292,089
Marketable securities	380,269
Other assets	57,125
Accounts payable	(51,913)
Other current liabilities	(28,932)
Deferred tax liabilities	(1,076,909)
Other liabilities	(43,754)
Non-controlling interests	(38,797)
Total allocated purchase price	$	4,148,155

Our consolidated financial statements include the results of the Transaction from the date of acquisition, October 20, 2025. The following unaudited pro forma information is presented as if the Transaction had been completed as of the beginning of the periods presented. The pro forma results are not necessarily indicative of what would have been achieved had the Transaction been in effect for the periods presented.

	Years Ended
	December 31, 2025		December 31, 2024
	(unaudited, in thousands)
Revenue	$	1,209	$	904
Net income available to Royal Gold common stockholders	$	444	$	362

For the period October 20, 2025, through December 31, 2025, approximately $49.2 million of revenue was recorded on our consolidated statements of operations and comprehensive income related to streams and royalties acquired in the Transaction. Net income attributable to Royal Gold common stockholders included approximately $26.5 million in acquisition costs related to the Transaction.

4. STREAM AND ROYALTY ACQUISITIONS

Kansanshi Stream

On August 5, 2025, our wholly owned subsidiary, RGLD Gold AG (“RGLD Gold”) entered into a precious metals purchase agreement for gold deliveries referenced to copper production from the Kansanshi copper-gold mine in the North Western Province of Zambia, operated and 80% owned by a subsidiary of First Quantum Minerals Ltd. (“First Quantum”).

RGLD Gold made an advance payment of $1.0 billion (“Advance”) in return for a gold stream referenced to copper production, with deliveries of 75 ounces of gold per million pounds of recovered copper produced until the delivery of 425,000 ounces; 55 ounces of gold per million pounds of recovered copper produced between the delivery of 425,001 ounces and 650,000 ounces; and 45 ounces of gold per million pounds of recovered copper produced thereafter. Additionally, and depending on the achievement of certain objectives as described below, RGLD Gold has granted options to First Quantum to accelerate stream deliveries and reduce the outstanding Advance:

i.Acceleration Option 1: From the earlier of the achievements by First Quantum of a minimum ‘BB’ or equivalent senior unsecured debt rating from a rating agency, or a Net Debt/TTM EBITDA ratio of 2.25x or less over three consecutive quarters starting from March 31, 2026, it will have a one-year period to exercise the option and deliver gold worth up to $200 million over a 14-month period from the date of option exercise and reduce the stream rates and delivery thresholds by up to 20%.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ii.Acceleration Option 2: If First Quantum achieves either a minimum ‘BBB-’ or equivalent senior unsecured debt rating from a rating agency, or shows a Net Debt/TTM EBITDA ratio of 1.25x or less, over four consecutive quarters and achieves certain operational conditions, it will have a one-year period to exercise the option and deliver gold worth up to $100 million over a 7-month period from the date of option exercise and reduce the stream rates and delivery thresholds by up to a further 10%.

RGLD Gold will pay 20% of the spot gold price for each ounce delivered. Should one of the conditions in Acceleration Option 1 be met, RGLD Gold will pay 35% of the spot gold price for each ounce delivered.

The stream acquisition was accounted for as an asset acquisition and recorded as a producing stage stream interest (Note 5) within Stream and royalty interests, net on our consolidated balance sheets. The acquisition was funded with available cash and a draw of $825.0 million on our revolving credit facility (Note 8).

Warintza Project Stream and Royalty

On May 21, 2025, RGLD Gold entered into a gold purchase agreement (“Gold Stream Agreement”) with Solaris Resources Inc., and a separate net smelter return (“NSR”) royalty agreement (“Royalty Agreement”) covering all metals with Solaris Resources AG, a wholly owned subsidiary of Solaris Resources, Inc. (collectively, “Solaris”) for metals produced from the Warintza Project (“Warintza”) located in Southeastern Ecuador. The advance payment for the acquisition totaled $200.0 million in cash consideration, including $100.0 million paid upon closing, $50.0 million payable after technical approval of the environmental impact assessment and publication of a pre-feasibility study for the project, which are expected to be completed in the first quarter of 2026, and $50.0 million payable one year after closing, subject to certain conditions including registration of security in Ecuador. The $100.0 million cash consideration paid at closing was funded with available cash on hand.

Gold Stream Agreement

Deliveries under the Gold Stream Agreement will be in an amount equal to 20 ounces of gold per million pounds of recovered copper in return for a cash payment for each ounce delivered of 20% of the spot gold price until the delivery of 90,000 ounces, and 60% of the spot gold price thereafter. The Gold Stream Agreement may be terminated with the full return of the advance payment at the option of RGLD Gold or Solaris if a change of control of Solaris or Warintza occurs, or by RGLD Gold if deliveries have not begun by May 21, 2033. The area of interest for the Gold Stream Agreement covers approximately 31 square kilometers, and will expand to 186 square kilometers if the termination provisions have not been exercised and the first delivery has not been received by May 21, 2033.

Royalty Agreement

RGLD Gold received a 0.30% NSR royalty for all metals produced from an area of interest of approximately 186 square kilometers. The NSR rate will increase by 0.0375% per year until the earlier to occur of the first delivery under the Gold Stream Agreement or May 21, 2033, to a maximum of 0.60% NSR. If the Gold Stream Agreement is terminated for any of the events referenced above, the NSR rate will be the rate in place at the time of exercise if the termination is exercised by RGLD Gold, or 0.60% if the termination is exercised by Solaris. The area of interest will reduce to approximately 31 square kilometers if the termination is exercised by RGLD Gold.

The Royalty Agreement and the Stream Agreement have been accounted for as asset acquisitions and are recorded as development stage royalty and stream interests (Note 5) within Stream and royalty interests, net on our consolidated balance sheets.

Lawyers-Ranch Project Royalty

On May 16, 2025, we acquired a 2.0% NSR royalty on the Ranch portion of the Lawyers-Ranch Project operated by Thesis Gold Inc. from a private seller for cash consideration of $12.5 million. The royalty has been accounted for as an asset

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

acquisition and recorded as an exploration stage royalty interest (Note 5) within Stream and royalty interests, net on our consolidated balance sheets. The purchase price was funded with available cash on hand.

Additional Xavantina Stream

On March 28, 2025, RGLD Gold entered into an additional precious metals purchase agreement (“Additional Stream”) with Ero Gold Corporation, a wholly owned subsidiary of Ero Copper Corporation, and certain of its affiliates for gold produced from the Xavantina mine for an advance payment of $50.0 million. The Additional Stream is incremental to the existing precious metals purchase agreement between the parties dated June 29, 2021 (“Base Stream”), and significantly extends the area of interest.

As of December 31, 2025, 54,900 ounces of gold have been delivered under the Base Stream and Additional Stream at a cash purchase price of 20% of the spot gold price for the first 49,000 ounces delivered, and 40% of the spot gold price for each ounce delivered over the 49,000 ounces. When considered with the Base Stream, the Additional Stream effectively increases the threshold for stream deliveries at the current 25% stream rate from 93,000 ounces to 160,000 ounces, with the additional deliveries to be payable at a cash price of 40% of the spot gold price.

The Additional Stream has been accounted for as an asset acquisition. The $50.0 million advance payment, plus direct acquisition costs, have been recorded as an exploration stage stream interest (Note 5) within Stream and royalty interests, net on our consolidated balance sheets. The purchase price was funded with available cash on hand.

5. STREAM AND ROYALTY INTERESTS, NET

The following summarizes our stream and royalty interests as of December 31, 2025 and 2024:

As of December 31, 2025 (Amounts in thousands):	Cost		Accumulated Depletion		Net
Production stage interests:
Streams	$	4,190,864	$	(1,359,206)	$	2,831,658
Royalties	2,319,553		(760,108)		1,559,445
Total production stage interests	6,510,417		(2,119,314)		4,391,103
Development stage interests:
Streams	936,726		—		936,726
Royalties	581,746		—		581,746
Total development stage interests	1,518,472		—		1,518,472
Exploration stage interests:
Streams	776,358		—		776,358
Royalties	1,897,942		—		1,897,942
Total exploration stage interests	2,674,300		—		2,674,300
Total stream and royalty interests, net	$	10,703,189	$	(2,119,314)	$	8,583,875

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2024 (Amounts in thousands):	Cost		Accumulated Depletion		Net
Production stage interests:
Streams	$	2,472,689	$	(1,246,349)	$	1,226,340
Royalties	1,294,424		(696,357)		598,067
Total production stage interests	3,767,113		(1,942,706)		1,824,407
Development stage interests:
Streams	12,038		—		12,038
Royalties	154,349		—		154,349
Total development stage interests	166,387		—		166,387
Exploration stage interests:
Streams	14,792		—		14,792
Royalties	1,037,218		—		1,037,218
Total exploration stage interests	1,052,010		—		1,052,010
Total stream and royalty interests, net	$	4,985,510	$	(1,942,706)	$	3,042,804

6. EQUITY METHOD INVESTMENT

Hod Maden Interest

As a result of the Transaction, the Company has a 30% equity interest in Artmin Madencilik Sanayi ve Ticaret A.S (“Artmin”), a privately held company incorporated in Türkiye which owns the Hod Maden project. At December 31, 2025, the carrying value of the Hod Maden equity investment was $249.5 million and is included in Equity method investment on the consolidated balance sheets.

The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee. The Company's share of the investee's losses is included in Interest and other expense in the consolidated statement of operations.

Loan to Associate

As of December 31, 2025, the Company advanced $51.4 million of shareholder loans to Artmin to fund the Company's share of cash calls for ongoing development costs at Hod Maden. The loans bear interest at 4% plus the credit default swap rate of Türkiye at the start of each quarterly period and have five-year terms. At December 31, 2025, the carrying value of the loans is included in Equity method investment on the consolidated balance sheets.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. MARKETABLE SECURITIES

The Company's marketable securities consist of the following (amounts in thousands):

	Fair Value
	December 31, 2025		December 31, 2024
Available-for-sale equity securities(1)	$	120,814	$	6
Available-for-sale debt securities(2)	52,066		—
Total marketable securities	$	172,880	$	6

_______________________________________________

(1) Fair value adjustment recorded within net income.

(2) Fair value adjustment recorded within other comprehensive income.

Available-for-sale Equity Securities

Entrée Resources Ltd.

As a result of the Transaction (Note 3), the Company became the registered and beneficial holder of 50,297,717 Entrée Resources Ltd. (“Entrée”) shares, representing approximately 24% of the issued and outstanding Entrée common shares on an undiluted basis. Entrée is a public Canadian mining company with a carried joint venture interest in the Hugo North Extension and Heruga deposits located in Mongolia. At acquisition, the Company elected the fair value option to account for the Entrée equity securities because it best reflects the underlying economics of the investment. At December 31, 2025, the carrying value of the Entrée shares was $76.7 million and is included in available-for-sale equity securities.

Versamet Royalties Corporation

Also as a result of the Transaction (Note 3), the Company became the registered and beneficial holder of 23,654,545 Versamet Royalties Corporation (“Versamet”) shares, representing approximately 25% of the issued and outstanding Versamet common shares on an undiluted basis, as a result of the Transaction. At acquisition, the Company elected the fair value option to account for the Versamet equity securities because it best reflects the underlying economics of the investment. On November 17, 2025, the Company entered into purchase and sale agreements with each of Tether Investments, S.A. de C.V. (“Tether”) and Nemesia S.à.r.l (“Nemesia”) pursuant to which the Company agreed to sell 11,827,273 common shares of Versamet to Tether and 11,827,272 common shares of Versamet to Nemesia at a price of C$8.75 per common share, for aggregate consideration of C$207.0 million ($147.4 million). These sales represented all of the Company's Versamet shares, and upon closing of the sales, the Company ceased to have any beneficial ownership of, or control and direction over, any Versamet shares. The Company recognized a loss of $48.0 million on the sale of the Versamet shares, which is included in Loss on sale of marketable securities in the consolidated statement of operations, and has zero carrying value as of December 31, 2025.

Available-for-sale Debt Securities

Bear Creek Convertible Debt Securities

As a result of the Transaction, the Company acquired convertible debentures with total principal of $49.5 million which are convertible into Bear Creek common shares at a strike price of C$0.73 per share. The debentures bear interest at 7% and mature in September 2028. At December 31, 2025, the carrying value of the debentures was $52.1 million and is included in available-for-sale debt securities.

On December 19, 2025, we entered into agreements with Bear Creek to restructure equity, debt and other interests in Bear Creek and its assets in return for increased royalty exposure to Bear Creek's Corani and Mercedes projects, cash and shares in Highlander Silver Corp. (“Highlander”). This restructuring helped facilitate an agreement between Highlander and Bear Creek to combine their businesses, which is expected to close in the first quarter of 2026.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. DEBT

The Company’s debt for the years ended December 31, 2025 and 2024, consists of the following (amounts in thousands):

	As of December 31, 2025						As of December 31, 2024
	Principal		Debt Issuance Costs		Total		Principal		Debt Issuance Costs(1)		Total
Revolving credit facility	$	900,000	$	(4,564)	$	895,436	$	—	$	—	$	—
Total debt	$	900,000	$	(4,564)	$	895,436	$	—	$	—	$	—

_______________________________________________

(1)Debt issuance costs of $3.1 million are included within Other assets on our consolidated balance sheets.

Revolving Credit Facility

On June 26, 2025, we entered into a sixth amendment to our revolving credit facility dated June 2, 2017, as amended. The amendment extended the maturity date from June 28, 2028, to June 30, 2030, increased the size of the accordion feature from $250.0 million to $400.0 million and revised the leverage ratio required to be less than or equal to 4.00:1.00 at all times, rather than 4.00:1.00 for only the two fiscal quarters following the consummation of a material permitted acquisition (as defined) and 3.50:1.00 at all other times.

In July 2025, we notified the members of the credit syndication group of our exercise of the accordion feature and received commitments from the group for the full $400.0 million of increased capacity. On August 5, 2025, we closed on the accordion feature with our credit syndication group, bringing our total committed revolving credit facility to $1.4 billion.

During the year ended December 31, 2025, we borrowed $1.275 billion under our revolving credit facility to acquire the Kansanshi gold stream (Note 4) and for the acquisition of Sandstorm Gold Ltd. and Horizon Copper (Note 3). We repaid $375 million during the fourth quarter of 2025 and had $900 million outstanding and $500.0 million available under our revolving credit facility as of December 31, 2025.

Interest expense recognized on the revolving credit facility for the years ended December 31, 2025, 2024 and 2023 was approximately $23.4 million, $6.3 million and $28.4 million, respectively, and includes interest on outstanding borrowings and amortization of the debt issuance costs. We were in compliance with each financial covenant (leverage ratio and interest coverage ratio) under our revolving credit facility as of December 31, 2025.

In January and February 2026, we repaid $75 million and $100 million, respectively, under our revolving credit facility, resulting in $725 million outstanding and $675 million available under our revolving credit facility as of the date of this report.

We may repay borrowings under our revolving credit facility at any time without premium or penalty. The interest rate on borrowings under our credit facility as of December 31, 2025, was SOFR plus 1.20% for an all-in rate of 5.1%.

9. LEASES

Our significant lease arrangements relate to our office spaces. These arrangements are for leases of assets such as corporate office space and office equipment. We lease office space and office equipment under operating leases expiring at various dates between 2028 and 2039. In connection with the Transaction, we recognized lease liabilities of $32.9 million, measured using our incremental borrowing rate, and corresponding right-of-use assets of $30.7 million related to acquired office space leases.

Certain office lease agreements include options to extend the lease for up to ten years. Office lease extension periods are not included in the lease terms used to calculate the lease liabilities and right-of-use assets. The Company's leases do not generally include options to terminate the lease prior to the end of the lease term. Variable lease payments, such as common area maintenance charges, property taxes, and other operating expenses, are recognized as lease expense in the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

period in which the obligation is incurred. The following amounts were recorded in the consolidated balance sheets as of December 31, 2025 and 2024 (amounts in thousands):

	Classification	December 31, 2025		December 31, 2024
Operating Leases
Right-of-use assets - non-current	Other assets	33,757		4,318
Lease liabilities - current	Other current liabilities	$	4,246	$	965
Lease liabilities - non-current	Other long-term liabilities	32,964		4,003
Total operating lease liabilities		$	37,210	$	4,968

Total operating lease expense, included in general and administrative expenses, was $2.0 million in 2025, $1.0 million in 2024 and $1.0 million in 2023.

Maturities of operating lease liabilities at December 31, 2025 were as follows (amounts in thousands):

Fiscal Years:	Operating Leases
2026	$	4,488
2027	4,739
2028	4,557
2029	4,538
2030	4,224
Thereafter	25,306
Total lease payments	$	47,852
Less imputed interest	(10,642)
Total	$	37,210

Other information pertaining to lease liabilities consists of the following:

	December 31, 2025		December 31, 2024
Operating Lease Term and Discount Rate
Weighted average remaining lease term in years	10.8		5.1
Weighted average discount rate	4.5	%	2.7	%

We did not have any finance leases as of December 31, 2025.

In connection with the Transaction, we assumed operating subleases associated with certain acquired leases related to office space. Income from operating subleases is recognized over the term of the sublease and presented as other income. Variable sublease income, including payments for common area maintenance charges, property taxes, and other operating expenses, are recognized as variable sublease income in the period in which they are earned. The following table presents

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the undiscounted proceeds we are contractually entitled to receive from operating subleases, not including variable sublease income (amounts in thousands):

Fiscal Years:	Operating Subleases
2026	$	2,224
2027	2,228
2028	2,247
2029	2,254
2030	2,376
Thereafter	18,819
Total	$	30,148

10. MOUNT MILLIGAN DEFERRED LIABILITY

On February 13, 2024, RGLD Gold entered into a Cost Support Agreement (the “Mount Milligan Cost Support Agreement”) with Centerra Gold Inc. (“Centerra”), whereby RGLD Gold has agreed, subject to the terms and conditions set forth therein, to provide cost support payments for gold and copper deliveries under the existing stream agreement with respect to the Mount Milligan mine for cash consideration of $24.5 million, 50,000 ounces of gold to be delivered in the future (“Deferred Gold Consideration”) and a free cash flow interest. The value of the cash consideration, free cash flow interest received from Centerra and Deferred Gold Consideration is recorded as a deferred liability in our consolidated balance sheets as of December 31, 2025.

On October 3, 2025, we received and subsequently sold 11,111 ounces of the Deferred Gold Consideration for proceeds of $44.2 million. The proceeds from the sale of Deferred Gold Consideration do not impact revenue and are recorded as operating cash flows in the consolidated statements of cash flows. As of December 31, 2025, the balance of the deferred liability was $69.2 million and 38,889 ounces of the Deferred Gold Consideration remain outstanding.

11. REVENUE

Revenue Recognition

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

Stream Interests

A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more of the metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. Gold, silver and copper received under our metal stream agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between ten days and three months (typically depending on the frequency of deliveries under the respective stream agreement and our sales policy in effect at the time) commencing shortly after receipt and purchase of the metal. We settle our forward sales contracts via physical delivery of the metal to the purchaser (our customer) on the settlement date specified in the contract. Under our forward sales contracts, there is a single performance obligation to sell a contractually specified volume of metal to the purchaser, and we satisfy this obligation at

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the point in time of physical delivery. Accordingly, revenue from our metal sales is recognized on the date of settlement, which is the date that control, custody and title to the metal transfer to the purchaser.

Royalty Interests

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurred. As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to their ultimate customer. In all of our most significant royalty interest arrangements, we have concluded that we transfer control of our interest in the metal production to the operator at the point at which production occurs, and thus, the operator is our customer. We have further determined that the transfer of each unit of metal production, comprising our royalty interest, to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time when the mine operator of the property over which the royalty interest is held delivers the commodity to the customer. Accordingly, we recognize revenue attributable to our royalty interests when control over the metal production transfers to the customer at the specified commodity price per the agreement, net of any contractually allowable offsite treatment, refining, transportation and, if applicable, other contractually permitted costs.

Royalty Revenue Estimates

For a small number of our royalty interests, we may not receive, or be entitled to receive, payment information, including production information from the operator, for the period in which metal production occurred prior to issuance of our financial statements. As a result, we may estimate revenue for these royalties based on available information, including public information, from the operator. If adequate information is not available from the operator or from other public sources before we issue our financial statements, we will recognize royalty revenue during the period in which the necessary payment information is received. Differences between estimates and actual amounts could differ significantly and are recorded in the period that the actual amounts are known. Please also refer to our “Use of Estimates” accounting policy discussed in Note 2. Royalty revenue and the attributable metal production that was estimated for the period was not material.

Disaggregation of Revenue

We have identified two material revenue sources in our business: stream interests and royalty interests. These identified revenue sources are consistent with our reportable segments as discussed in Note 18.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Stream revenue:
Gold	$	547,867	$	367,492	$	307,797
Silver	92,383		66,812		64,851
Copper	44,254		48,990		45,632
Other	1,968		—		—
Total stream revenue	$	686,472	$	483,294	$	418,280
Royalty revenue:
Gold	$	252,018	$	176,888	$	154,327
Silver	28,455		18,702		8,554
Copper	32,537		17,776		11,792
Other	30,989		22,735		12,764
Total royalty revenue	$	343,999	$	236,101	$	187,437
Total revenue	$	1,030,471	$	719,395	$	605,717

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

		Years Ended
	Metal(s)	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Stream revenue:
Mount Milligan	Gold & Copper	$	223,713	$	186,039	$	158,167
Pueblo Viejo	Gold & Silver	129,830		83,059		76,247
Andacollo	Gold	77,896		47,531		48,920
Kansanshi	Gold	32,279		—		—
Other	Various	222,754		166,665		134,946
Total stream revenue		$	686,472	$	483,294	$	418,280
Royalty revenue:
Cortez Legacy Zone	Gold	$	31,823	$	58,183	$	79,920
Cortez CC Zone	Gold	35,715		11,611		14,626
Other	Various	276,461		166,307		92,891
Total royalty revenue		$	343,999	$	236,101	$	187,437
Total revenue		$	1,030,471	$	719,395	$	605,717

Refer to Note 18 for the geographical distribution of our revenue by reportable segment.

12. STOCK-BASED COMPENSATION

Our stockholders approved our 2025 Incentive Plan (the “2025 Plan”), effective May 22, 2025, which serves as the successor to our 2015 Omnibus Long-Term Incentive Plan (as amended, the “2015 LTIP”) and provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, and cash-based awards to qualified employees, officers, directors, consultants and advisors. No new awards will be issued under the 2015 LTIP as of the effective date of the 2025 Plan. Outstanding awards under the 2015 LTIP continue to be subject to the terms and conditions of the 2015 LTIP. As of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

effective date of the 2025 Plan, 2,114,883 shares of common stock were available for future awards under the 2025 Plan. In addition, awards granted under the 2015 LTIP that were outstanding as of the effective date of the 2025 Plan and which expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right are added to the shares available for future awards under the 2025 Plan.

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

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Restricted stock	$	7,091	$	7,049	$	6,191
Performance stock	4,714		4,843		2,953
Stock appreciation rights	—		—		533
Stock options	—		—		19
Total stock-based compensation expense	$	11,805	$	11,892	$	9,696

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

Stock Options and Stock Appreciation Rights

Stock option and stock-settled stock appreciate rights (“SSARs”) awards are granted with an exercise price equal to the closing market price of our stock at the date of grant. Stock option and SSARs awards granted to officers, key employees and other persons vest based on one to three years of continuous service. Stock option and SSARs awards have 10-year contractual terms. There were no stock options or SSARs awards granted during the years ended December 31, 2025, 2024, and 2023.

Stock Options

A summary of stock option activity for the year ended December 31, 2025, is presented below.

	Number of<br>Shares	Weighted-<br>Average<br>Exercise<br>Price		Weighted-<br>Average<br>Remaining<br>Contractual<br>Life (Years)	Aggregate<br>Intrinsic Value<br>(in thousands)
Outstanding at January 1, 2025	8,061	$	89.83
Exercised	(5,829)	$	72.78
Forfeited	—	$	—
Granted	—	$	—
Outstanding at December 31, 2025	2,232	$	134.36	4.3	$	196
Exercisable at December 31, 2025	2,232	$	134.36	4.3	$	196

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.6 million, $0.2 million and $0.5 million, respectively.

As of December 31, 2025, there was no unrecognized stock-based compensation expense related to unvested stock options.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SSARs

A summary of SSARs activity for the year ended December 31, 2025, is presented below:

	Number of<br>Shares	Weighted-<br>Average<br>Exercise<br>Price		Weighted-<br>Average<br>Remaining<br>Contractual<br>Life (Years)	Aggregate<br>Intrinsic Value<br>(in thousands)
Outstanding at January 1, 2025	128,386	$	119.06
Exercised	(47,101)	$	104.61
Forfeited	—	$	—
Granted	—	$	—
Outstanding at December 31, 2025	81,285	$	127.44	4.0	$	7,710
Exercisable at December 31, 2025	81,285	$	127.44	4.0	$	7,710

The total intrinsic value of SSARs exercised during the years ended December 31, 2025, 2024 and 2023 was $3.8 million, $1.4 million and $0.7 million, respectively.

As of December 31, 2025, there was no unrecognized stock-based compensation expense related to unvested SSARs.

Other Stock-based Compensation

Performance Shares

During the years ended December 31, 2025, 2024 and 2023, officers and certain employees were granted shares of restricted common stock that may vest based on our total shareholder return (“TSR”) compared to the TSRs of certain defined peer companies. The granted TSRs may vest by linear interpolation in a range between zero shares if neither threshold TSR metric is met; to 100% of the granted TSRs awarded if the target TSR metric is met; to 200% of granted TSRs awarded if the maximum TSR metric is met. The granted TSRs will expire in three years from the date of grant if the TSR market condition and a three-year service condition are not met.

We measured the grant date fair value of the TSR shares using a Monte Carlo valuation model. The fair value of our TSR awards is multiplied by the target number (100%) of TSR awards granted to determine total stock-based compensation expense. Total stock-based compensation expense of the TSR awards is amortized on a straight-line basis over the requisite service period, or three years.

A summary of the status of our outstanding TSR shares at maximum (200%) attainment for the year ended December 31, 2025, is presented below:

	Number of<br>Shares	Weighted-<br>Average<br>Grant Date<br>Fair Value
Outstanding at January 1, 2025	221,458	$	124.26
Granted	72,120	$	184.36
Vested	(17,948)	$	148.89
Non-attainment	(29,283)	$	145.85
Forfeited	(11,547)	$	139.59
Outstanding at December 31, 2025	234,800	$	137.39

As of December 31, 2025, total unrecognized stock-based compensation expense related to TSR shares was approximately $6.3 million, which is expected to be recognized over the average remaining vesting period of 1.8 years.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock

Officers, non-executive directors and certain employees may be granted shares of restricted stock that vest on continued service alone (“Restricted Stock”). During the year ended December 31, 2025, officers and certain employees were granted 44,060 shares of Restricted Stock. Restricted Stock granted to officers and certain employees during the years ended December 31, 2025, 2024 and 2023, vest ratably over three years from the date of grant. Also, our non-executive directors were granted 6,204 shares of Restricted Stock during the year ended December 31, 2025. The non-executive directors’ shares of Restricted Stock vest 50% immediately and 50% one year after the date of grant.

We measure the fair value of the Restricted Stock based upon the market price of our common stock as of the date of grant. Restricted Stock is amortized over the applicable vesting period using the straight-line method. Unvested shares of Restricted Stock are subject to forfeiture upon termination of employment or service.

A summary of the status of our unvested Restricted Stock for the year ended December 31, 2025, is presented below:

	Number of<br>Shares	Weighted-<br>Average<br>Grant Date<br>Fair Value
Outstanding at January 1, 2025	145,946	$	112.13
Granted	50,264	$	145.04
Vested	(63,860)	$	116.88
Forfeited	—	$	—
Outstanding at December 31, 2025	132,350	$	122.34

As of December 31, 2025, total unrecognized stock-based compensation expense related to Restricted Stock was approximately $6.8 million, which is expected to be recognized over the weighted-average vesting period of 1.7 years.

Sandstorm Assumed Options

With respect to the Transaction, Royal Gold assumed Sandstorm stock options exercisable for 0.7 million shares of common stock to complete the transaction. A summary of Sandstorm option activity for the year ended December 31, 2025, is presented below:

	Number of<br>Shares	Weighted-<br>Average<br>Exercise<br>Price		Weighted-<br>Average<br>Remaining<br>Contractual<br>Life (Years)	Aggregate<br>Intrinsic Value<br>(in thousands)
Outstanding at January 1, 2025	—	$	—
Assumed options as part of Sandstorm acquisition	710,780	$	105.36
Exercised	(166,979)	$	91.84
Forfeited	—	$	—
Outstanding at December 31, 2025	543,801	$	109.51	2.3	$	61,330
Exercisable at December 31, 2025	543,801	$	109.51	2.3	$	61,330

The total intrinsic value of the Sandstorm assumed options exercised during the year ended December 31, 2025 was $17.2 million.

13. EARNINGS PER SHARE (“EPS”)

Basic earnings per common share is computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

computation of earnings per share pursuant to the two-class method. Our unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. Our unexercised stock options, unexercised SSARs and unvested TSRs do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings per common share.

The following table summarizes the effects of dilutive securities on diluted EPS for the period (amounts in thousands, except share data):

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Net income attributable to Royal Gold common stockholders	$	466,281	$	332,023	$	239,440
Weighted-average shares for basic EPS	69,424,381		65,662,185		65,613,002
Effect of other dilutive securities	136,530		114,649		126,108
Weighted-average shares for diluted EPS	69,560,911		65,776,834		65,739,110
Basic EPS	$	6.70	$	5.04	$	3.64
Diluted EPS	$	6.69	$	5.04	$	3.63

14. INCOME TAXES

For financial reporting purposes, Income before income taxes includes the following components (amounts in thousands):

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
United States	$	153,710	$	127,366	$	64,105
Foreign	420,156		298,726		218,035
Income before income taxes	$	573,866	$	426,092	$	282,140

Our Income tax expense consisted of (amounts in thousands):

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Current:
Federal	$	43,294	$	51,643	$	24,046
State	(716)		715		(68)
Foreign	63,638		32,901		24,499
Current tax expense	$	106,216	$	85,259	$	48,477
Deferred and others:
Federal	$	589	$	(92)	$	(763)
State	104		(2)		(14)
Foreign	(4,619)		8,448		(5,692)
Deferred tax expense	$	(3,926)	$	8,354	$	(6,469)
Total income tax expense	$	102,290	$	93,613	$	42,008

The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income (net of non-

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

controlling interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences (amounts in thousands):

	Years Ended
	December 31,<br>2025				December 31,<br>2024				December 31,<br>2023
	Tax Effected		Rate		Tax Effected		Rate		Tax Effected		Rate
Income taxes at statutory rates	$	120,512	21.0	%	$	89,479	21.0	%	$	59,249	21.0	%
State income taxes, net of federal benefit	429		0.1	%	914		0.2	%	625		0.2	%
Foreign tax effects:
Canada
Withholding tax less foreign tax credits	7,619		1.3	%	—		—	%	(92)		—	%
Change in valuation allowance	6,816		1.2	%	—		—	%	—		—	%
Non taxable income and expenses	7,979		1.4	%	(16)		—	%	22		—	%
Other	731		0.1	%	1,382		0.3	%	397		0.1	%
Switzerland
Statutory tax rate differential - federal	(58,136)		(10.1)	%	(37,273)		(8.8)	%	(27,491)		(9.7)	%
Cantonal taxes	19,675		3.4	%	13,216		3.1	%	9,504		3.4	%
Other	2,247		0.4	%	1,298		0.3	%	(1,024)		(0.4)	%
Additional recoverable basis	(16,264)		(2.8)	%	—		—	%	—		—	%
Change in valuation allowance	—		—	%	—		—	%	(8,462)		(3.0)	%
Mexico
Withholding taxes, net of refund	11,893		2.1	%	15,656		3.7	%	8,125		2.9	%
Other foreign jurisdictions	315		0.1	%	826		0.2	%	293		0.1	%
Effects of cross-border tax law:
GILTI & subpart F, net of foreign tax credits	15,576		2.7	%	22,087		5.2	%	7,235		2.6	%
Tax credits:
Foreign tax credits	(10,944)		(1.9)	%	(16,166)		(3.8)	%	(8,598)		(3.1)	%
Change in valuation allowance	(4,118)		(0.7)	%	3,873		0.9	%	3,180		1.1	%
Nontaxable or nondeductible items:
Excess depletion	(2,548)		(0.4)	%	(2,473)		(0.6)	%	(2,259)		(0.8)	%
Statutory tax attributes to non-controlling interest	(1,044)		(0.2)	%	(74)		—	%	(118)		—	%
Other	(63)		—	%	884		0.2	%	1,421		0.5	%
Non-deductible acquisition cost	1,615		0.3	%	—		—	%	—		—	%
Total income tax expense	$	102,290	17.8	%	$	93,613	22.0	%	$	42,008	14.9	%

The effective tax rate for the year ended December 31, 2025, was 17.8%. which included a $16.3 million tax benefit for additional recoverable basis and a tax benefit for an $11 million recovery of foreign withholding tax, partially offset by $2.9 million of U.S. and foreign capitalized acquisition costs. The effective tax rates for the year ended December 31,

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2024, was 22% and included a $13.0 million U.S. GILTI income tax expense related to the consideration from the Mount Milligan Cost Support Agreement. The effective tax rate for the year ended December 31, 2023, was 14.9%, which included income tax benefits attributable to the release of a valuation allowance on certain foreign deferred tax assets.

Cash taxes paid consisted of (amounts in thousands):

	Year Ended December 31, 2025
United States	$	41,111
Switzerland
Federal	21,859
Cantonal	8,616
Mexico	11,187
Australia	6,825
Other	5,750
Total cash taxes paid	$	95,348			Year Ended December 31, 2024
---	---	---
United States	$	33,608
Switzerland
Federal	15,794
Cantonal	3,502
Mexico	12,058
Australia	5,118
Other	2,028
Total cash taxes paid	$	72,108			Year Ended December 31, 2023
---	---	---
United States	$	14,261
Switzerland
Federal	17,070
Cantonal	1,967
Mexico	10,160
Canada	2,362
Other	4,483
Total cash taxes paid	$	50,303

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities on December 31, 2025 and 2024 are as follows (amounts in thousands):

	December 31,<br>2025		December 31,<br>2024
Deferred tax assets:
Stock-based compensation	$	3,229	$	1,989
Net operating losses	54,455		5,863
Foreign tax credits	35,630		39,748
Amortizable tax goodwill	41,249		37,672
Other tax attributes	10,871		1,784
Capital losses	8,673		1,853
Lease liability	9,805		1,067
Other	1,896		1,788
Total deferred tax assets	165,808		91,764
Valuation allowance	(86,747)		(44,656)
Net deferred tax assets	$	79,061	$	47,108
Deferred tax liabilities:
Mineral property basis	$	(1,117,909)	$	(123,482)
Equity method investments	(84,036)		—
Marketable securities	(6,941)		—
Lease right-of-use asset	(8,913)		(930)
Other	(793)		(836)
Total deferred tax liabilities	$	(1,218,592)	$	(125,248)
Total net deferred taxes	$	(1,139,531)	$	(78,140)

We review the measurement of our deferred tax assets at each balance sheet date. Considering all available positive and negative evidence, including but not limited to recent earnings history and forecasted future results, the Company believes it is more likely-than-not that all net deferred tax assets not currently burdened with a valuation allowance will be fully realized. As of December 31, 2025 and 2024, we recorded a valuation allowance of $86.7 million and $44.7 million, respectively. The valuation allowance remaining at December 31, 2025 is attributable to U.S. foreign tax credits of $35.6 million and capital losses of $8.7 million, tax basis in excess of book basis in Mineral Properties of $39.0 million, net operating losses of $2.7 million, and other tax attribute carryforwards of $0.7 million.

As of December 31, 2025 and 2024, we had $54.5 million and $5.9 million of net operating loss carryforwards offset by a valuation allowance of $2.7 million and $2.2 million, respectively. The majority of the tax loss carryforwards are in jurisdictions that allow a twenty-year carry-forward period. These losses do not begin to expire until the 2038 tax year.

As of December 31, 2025 and 2024, we had zero unrecognized tax benefits. We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, and non-U.S. income tax examinations by tax authorities for fiscal years before 2022.

Our continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of our income tax expense. For the years ended December 31, 2025, 2024, and 2023, we had zero accrued income-tax-related interest and penalties.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. SUPPLEMENTAL CASH FLOW INFORMATION

Our supplemental cash flow information for the years ended December 31, 2025, 2024 and 2023 is as follows (amounts in thousands):

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Cash paid during the period for:
Interest	$	19,484	$	6,593	$	28,054
Income taxes, net of refunds	$	95,348	$	72,108	$	50,303
Non-cash investing and financing activities:
Share issuance to Sandstorm shareholders	$	3,597,560	$	—	$	—
Sandstorm assumed stock options	$	80,602	$	—	$	—
Dividends declared	$	129,101	$	108,556	$	100,232

16. FAIR VALUE MEASUREMENTS

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

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

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

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

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

	Fair Value at December 31, 2025
	Total		Level 1		Level 2		Level 3
	(in thousands)
Assets(1):
Available-for-sale equity securities	$	120,814	$	120,814	$	—	$	—
Available-for-sale debt securities	52,066		—		52,066		—
	Fair Value at December 31, 2024
	Total		Level 1		Level 2		Level 3
	(in thousands)
Assets(1):
Available-for-sale equity securities	$	6	$	6	$	—	$	—

______________________________________________

(1) Included in Marketable securities on our consolidated balance sheets.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying value of our revolving credit facility (Note 8) approximates fair value as of December 31, 2025 and is measured using Level 2 inputs.

The fair value of the convertible debt securities due from Bear Creek was determined using binomial lattice models based on the contractual terms and relevant inputs including the risk free interest rate, the USD to CAD currency swap rate, expected dividend yield, expected volatility and the discount yield which are observable in active markets. The use of reasonably possible alternative assumptions would not significantly impact our results.

As of December 31, 2025, we had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, equity method investments and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.

17. MAJOR SOURCES OF REVENUE

Operators that contributed greater than 10% of our total revenue for the years ended December 31, 2025, 2024 and 2023 were as follows (revenue amounts in thousands):

	Years Ended
	December 31,<br>2025				December 31,<br>2024				December 31,<br>2023
Operator	Revenue		Percentage of total revenue		Revenue		Percentage of total revenue		Revenue		Percentage of total revenue
Centerra	$	223,713	21.7	%	$	186,039	25.9	%	$	158,167	26.1	%
Barrick	132,623		12.9	%	84,961		11.8	%	75,259		12.4	%
Nevada Gold Mines	79,121		7.7	%	79,473		11.0	%	101,870		16.8	%

18. SEGMENT INFORMATION

We manage our business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests. Our President and Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”) and is responsible for reviewing segment performance and making decisions regarding resource allocation. In addition to revenue, our CODM regularly reviews cost of sales, production taxes and depletion for each of our reportable segments. Royal Gold’s long-lived assets (stream and royalty interests, net) as of December 31, 2025 and 2024 are geographically distributed as shown in the following table (amounts in thousands):

	As of December 31, 2025						As of December 31, 2024
	Stream<br>interest		Royalty<br>interest		Total stream<br>and royalty<br>interests, net		Stream<br>interest		Royalty<br>interest		Total stream<br>and royalty<br>interests, net
North America	$	1,214,810	$	1,834,921	$	3,049,731	$	719,765	$	1,520,147	$	2,239,912
South and Central America	1,045,620		1,846,211		2,891,831		284,340		249,901		534,241
EMEA	2,270,717		309,467		2,580,184		249,065		321		249,386
Australia Pacific	13,595		48,534		62,129		—		19,265		19,265
Total (1)	$	4,544,742	$	4,039,133	$	8,583,875	$	1,253,170	$	1,789,634	$	3,042,804

_______________________________________________________

(1)Includes the carrying value of all stream and royalty interests acquired during the years ended December 31, 2025 and 2024.

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

	Year Ended December 31, 2025
	Revenue		Cost of sales(1)		Production taxes		Depletion(2)		Segment gross profit
Stream interests	$	686,472	$	130,926	$	—	$	112,858	$	442,688
Royalty interests	343,999		—		8,605		63,752		271,642
Total	$	1,030,471	$	130,926	$	8,605	$	176,610	$	714,330			Year Ended December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
	Revenue		Cost of sales(1)		Production taxes		Depletion(2)		Segment gross profit
Stream interests	$	483,294	$	97,514	$	—	$	102,800	$	282,980
Royalty interests	236,101		—		6,622		41,285		188,194
Total	$	719,395	$	97,514	$	6,622	$	144,085	$	471,174			Year Ended December 31, 2023
---	---	---	---	---	---	---	---	---	---	---
	Revenue		Cost of sales(1)		Production taxes		Depletion(2)		Segment gross profit
Stream interests	$	418,280	$	90,523	$	—	$	121,121	$	206,636
Royalty interests	187,437		—		7,294		43,385		136,758
Total	$	605,717	$	90,523	$	7,294	$	164,506	$	343,394

_______________________________________________________

(1)Excludes depreciation, depletion and amortization

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

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

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Total segment gross profit	$	714,330	$	471,174	$	343,394
Costs and expenses
General and administrative expenses	49,183		40,934		39,761
Depreciation and amortization	472		341		431
Acquisition related costs	26,508		—		—
Operating income	638,167		429,899		303,202
Fair value changes in equity securities	327		(66)		(147)
Loss on sale of marketable securities	(50,017)		—		—
Interest and other income	14,411		6,008		9,952
Interest and other expense	(29,022)		(9,749)		(30,867)
Income before income taxes	$	573,866	$	426,092	$	282,140

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our revenue by reportable segment for the years ended December 31, 2025, 2024 and 2023 is geographically distributed as shown in the following table (amounts in thousands):

	Years Ended
	December 31,<br>2025		December 31,<br>2024		December 31,<br>2023
Stream interests(1):
North America	$	440,738	$	314,860	$	273,208
EMEA	137,281		82,132		70,757
South and Central America	107,444		86,302		74,315
Australia Pacific	1,009		—		—
Total stream interests	$	686,472	$	483,294	$	418,280
Royalty interests:
North America	$	263,332	$	192,999	$	162,155
Australia Pacific	40,349		28,966		19,011
South and Central America	38,119		14,136		5,736
EMEA	2,199		—		535
Total royalty interests	343,999		236,101		187,437
Total revenue	$	1,030,471	$	719,395	$	605,717

_______________________________________________________

(1)Stream revenue from the following customers exceeded 10% or our revenue for the years ended December 31, 2025, 2024 and 2023: Bank of Montreal $386.9 million (38%), $248.7 million (35%), and $311.6 million (51%) and StoneX $272.5 million (26%), $204.8 million (28%) and $61.1 million (10%), respectively.

19. COMMITMENTS AND CONTINGENCIES

Warintza Project Stream and Royalty Acquisition

As of December 31, 2025, our conditional funding schedule of $100.0 million related to the acquisition of the Warintza Gold Stream and Royalty Agreements made on May 21, 2025 (Note 4) remains subject to certain conditions.

Ilovica Gold Stream Acquisition

As of December 31, 2025, our conditional funding schedule of $163.75 million, as part of the Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on management’s assessment and those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 did not include an assessment of the effectiveness of internal control over financial reporting of Sandstorm or Horizon, each of which was acquired on October 20, 2025. The operating results of Sandstorm and Horizon are included in our consolidated financial statements from the period subsequent to the acquisition date and represent approximately 53.4% of our total assets as of December 31, 2025 and approximately 4.8% of our total revenue for the year then ended.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on our internal control over financial reporting as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control Over Financial Reporting

We have audited Royal Gold, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Royal Gold, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sandstorm Gold Ltd. and Horizon Copper Corp, which are included in the 2025 consolidated financial statements of the Company and constituted 53.4% of total assets as of December 31, 2025 and 4.8% of total revenue for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sandstorm Gold Ltd. and Horizon Copper Corp.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 18, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Denver, Colorado

February 18, 2026

ITEM 9B.    OTHER INFORMATION

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K, except that, on December 3, 2025, Paul Libner, the Company's Senior Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 3,200 shares of the Company's common stock through April 1, 2027.

On February 17, 2026, the Company's Board of Directors amended the Company's Amended and Restated Bylaws to conform Article II, Section 7 of the Bylaws, regarding the making and availability of voting lists in connection with meetings of stockholders, to Section 219 of the Delaware General Corporation Law. A copy of the Bylaws, as amended, is filed as Exhibit 3.2 to this report.

On February 17, 2026, the Company's Compensation, Nominating and Governance Committee approved amendments to the employment agreements of each of the Company's executive officers, providing for a change in control termination period beginning 90 days before a change in control (as defined), in addition to the 2 years following a change in control, during which additional severance benefits are payable to the executive officers following a qualifying termination. The amendments reverted the change in control termination period to the period that was applicable before the adoption of amended forms of employment agreement in 2025. Copies of the amended employment agreements are filed as Exhibits 10.2, 10.3 and 10.5 to this report.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our executive officers is reported under the caption “Information about our Executive Officers” in Part I of this report. The other information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	66
Consolidated Balance Sheets	69
Consolidated Statements of Operations and Comprehensive Income	70
Consolidated Statements of Changes in Equity	71
Consolidated Statements of Cash Flows	72
Notes to Consolidated Financial Statements	73

(b)Exhibits

Exhibit No.	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation, as amended through May 26, 2023	10-Q	001-13357	3.1	11/2/2023
3.2*	Amended and Restated Bylaws, as amended throughFebruary17, 2026
4.1	Description of capital stock	10-K	001-13357	4.1	2/13/2025
10.1*	Revolving Facility Credit Agreement (conformed through Sixth Amendment dated June 26, 2025 and incremental joinder dated August 5, 2025)
10.2▲*	Employment Agreement, dated March 17, 2025, between Royal Gold, Inc. and William Heissenbuttel, as amended
10.3▲*	Form of Employment Agreement for U.S. executives (other than CEO)
10.4▲*	Form of Restrictive Covenants Agreement (attached as Exhibit B to the Form of Employment Agreement for U.S. executives)
10.5▲*	Amended and Restated Employment Contract, dated April 16, 2025, between RGLD Gold AG and Daniel Breeze, as amended
10.6▲	Form of Amended and Restated Indemnification Agreement	8-K	001-13357	10.1	2/16/2023
10.7▲	Deferred Compensation Plan for Non-Employee Directors	S-8	333-219378	4.1	7/20/2017
10.8▲	2015 Omnibus Long-Term Incentive Plan, as amended	S-8	333-219378	4.2	7/20/2017
10.9▲	Form of Restricted Stock Agreement underthe2015 Omnibus Long-Term Incentive Plan	10-Q	001-13357	10.1	5/5/2022
10.10▲	Form of Restricted Stock Unit Agreement underthe2015 Omnibus Long-Term Incentive Plan	10-Q	001-13357	10.2	5/5/2022
10.11▲	Form of Director Restricted Stock Agreement underthe2015 Omnibus Long-Term Incentive Plan	8-K	001-13357	10.2	3/8/2023
10.12▲	Form of Director Restricted Stock Unit Agreement underthe2015 Omnibus Long-Term Incentive Plan	8-K	001-13357	10.4	3/8/2023
10.13▲	Form of Performance Share Award Agreement underthe2015 Omnibus Long-Term Incentive Plan	10-Q	001-13357	10.3	5/5/2022
10.14▲	Form of Incentive Stock Option Agreement underthe2015 Omnibus Long-Term Incentive Plan	10-Q	001-13357	10.1	11/1/2018
10.15▲	Form of Stock Appreciation Rights Agreement underthe2015 Omnibus Long-Term Incentive Plan	10-Q	001-13357	10.2	11/1/2018
10.16▲	2025 Incentive Plan	8-K	001-13357	10.1	5/27/2025
10.17▲*	Form of Restricted Stock Agreement underthe 2025rgld-20251231xex1017restri.htmIncentive Plan
10.18▲*	Form of Restricted Stock Unit Agreement underthe2025Incentive Plan
10.19▲*	Form of Director Restricted Stock Agreement underthe2025Incentive Plan
Exhibit No.	Exhibit Description	Form	File No.	Exhibit	Filing Date
---	---	---	---	---	---
10.20▲*	Form of Director Restricted Stock Unit Agreement underthe2025Incentive Plan
10.21▲*	Form of Performance Share Award Agreement underthe2025Incentive Plan
10.22▲*	Form of Incentive Stock Option Agreement underthe2025Incentive Plan
10.23▲*	Form of Stock Appreciation Rights Agreement underthe2025Incentive Plan
19.1*	Insider Trading Policy
21.1*	Subsidiaries of Royal Gold, Inc.
23.1*	Consent of Independent Registered Public Accounting Firm
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1	Incentive Compensation Recoupment Policy	10-K	001-13357	97.1	2/15/2024
101*	The following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (a) Consolidated Statements of Cash Flows, (b) Consolidated Statements of Operations, (c) Consolidated Statements of Comprehensive Income, (d) Consolidated Balance Sheets, and (e) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)						*	Filed or furnished herewith.
---	---
▲	Identifies a management contract or compensation plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include this summary information.

SIGNATURES

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

	ROYAL GOLD, INC.
Date: February 19, 2026	By:	/s/ William Heissenbuttel
		William Heissenbuttel
		President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: February 19, 2026	By:	/s/ William Heissenbuttel
		William Heissenbuttel
		President, Chief Executive Officer and Director<br><br>(Principal Executive Officer)
Date: February 19, 2026	By:	/s/ Paul Libner
		Paul Libner
		Senior Vice President and Chief Financial Officer<br><br>(Principal Financial and Accounting Officer)
Date: February 19, 2026	By:	/s/ William Hayes
		William Hayes
		Chairman
Date: February 19, 2026	By:	/s/ Fabiana Chubbs
		Fabiana Chubbs
		Director
Date: February 19, 2026	By:	/s/ Mark Isto
		Mark Isto
		Director
Date: February 19, 2026	By:	/s/ Jamie Sokalsky
		Jamie Sokalsky
		Director
Date: February 19, 2026	By:	/s/ Ronald Vance
		Ronald Vance
		Director
Date: February 19, 2026	By:	/s/ Sybil Veenman
		Sybil Veenman
		Director

105

Document

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

ROYAL GOLD, INC.

(As of February 17, 2026)

ARTICLE I Offices

Section 1.     Business Offices. The principal office of Royal Gold, Inc. (the “Corporation”) shall be located in Denver, Colorado. The Corporation may also have offices at such other place or places both within and without the State of Delaware and the State of Colorado as the board of directors (the “Board”) may from time to time determine or as the business of the Corporation may require.

Section 2.     Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The registered office may be changed from time to time by the Board.

ARTICLE II Stockholders

Section 1.     Annual Meeting. An annual meeting of the stockholders shall be held on such date, at such place, if any, and at such time as may be determined by the Board, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the Board or officers of the Corporation.

Section 2.     Special Meetings. Special meetings of the stockholders may be called at any time only by (i) the chair of the Board, (ii) the chief executive officer, (iii) the president, or (iv) the Board. Any request to call a special meeting shall state the purpose or purposes of the proposed meeting. Business conducted at any special meeting of the stockholders shall be limited to matters properly brought before the meeting and specified in the notice of such special meeting.

Section 3.     Place of Meeting. Each meeting of the stockholders shall be held at the principal office of the Corporation or at such other place, either within or outside the State of Delaware or the State of Colorado, as may be designated in the notice of meeting given by or at the direction of the Board. Notwithstanding the foregoing, the Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held by means of remote communication.

Section 4.     Advance Notice of Stockholder Business and Nominations.

(1)The proposal of business to be considered by the stockholders at an annual meeting of the stockholders, and nominations of persons for election to the Board at an annual meeting of the stockholders, may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or (c) by any stockholder of the Corporation (i) who was a stockholder of record, and, with respect to any beneficial owner of shares of the Corporation, if different than the stockholder of record, on whose behalf such business is proposed or such nomination or nominations are made, only if such person was the beneficial owner, both at the time of giving of notice provided for in this Section 4 and on the record date for the determination of stockholders entitled to vote at the meeting, (ii) who is entitled to vote at the meeting upon such election of directors or such business, as the case may be, and (iii) who complies with the notice procedures set forth in subsection (2) of this

Section 4. As to proposals sought to be included in any proxy statement of the Corporation in accordance with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders shall comply with the requirements of Rule 14a-8. As to matters not sought to be included in any proxy statement of the Corporation in accordance with Rule 14a-8, stockholders shall comply with subsections (2) and (5) of this Section 4 to make nominations or submit business to be brought before an annual meeting of the stockholders. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. No additional or substitute stockholder nominations will be considered following the nomination deadlines set forth in subsection (2). In addition, for business (other than the nomination of persons for election to the Board) to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to the Certificate of Incorporation, these Bylaws and applicable law.

(2)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to this Section 4, the stockholder (a) must have given timely notice thereof in writing and in proper form to the secretary of the Corporation at the principal executive offices of the Corporation, and (b) must provide any updates or supplements to such notice at such times and in the forms required by this Section 4. To be timely, a stockholder’s notice shall be received by the secretary at the principal executive offices of the Corporation, in the case of an annual meeting, not less than ninety (90) nor more than one hundred twenty (120) calendar days prior to the first anniversary of the preceding year’s annual meeting (provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after such anniversary date, notice by the stockholder must be so delivered, or mailed and received, not less than ninety (90) nor more than one hundred twenty (120) calendar days before such annual meeting, or not more than ten (10) calendar days following the day on which public announcement (as defined below) of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form for purposes of this subsection (2) of this Section 4, such notice shall set forth the information required by subsection (5) of this Section 4.

(3)Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 2 of this Article II. Stockholders shall not be permitted to propose business to be brought before a special meeting of stockholders. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only (a) by or at the direction of the Board or (b) if a purpose for such meeting as stated in the Corporation’s notice for such meeting is the election of one or more directors, by any stockholder of the Corporation (i) who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving of notice provided for in this Section 4 and on the record date for the determination of stockholders entitled to vote at the meeting, (ii) who is entitled to vote at the meeting and upon such election, and (iii) who complies with the notice procedures set forth in subsection (4) of this Section 4.

(4)If a special meeting has been called in accordance with Section 2 of this Article II for the purpose of electing one or more directors to the Board, then for nominations of persons for election to the Board to be properly brought before such special meeting by a stockholder pursuant to subsection (3) of this Section 4, the stockholder (a) must have given timely notice thereof in writing and in the proper form

to the secretary at the principal executive offices of the Corporation, and (b) must provide any updates or supplements to such notice at such times and in the forms required by this Section 4. To be timely, a stockholder’s notice relating to a special meeting shall be received by the secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) calendar day before such special meeting and not later than the later of (i) the ninetieth (90th) calendar day prior to such special meeting or (ii) the tenth (10th) calendar day following the day on which public announcement of the date of such special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form for purposes of this subsection (4) of this Section 4, such notice shall set forth the information required by clauses (a), (c), (d), (e), (f), and (h) of subsection (5) of this Section 4.

(5)To be in proper form for purposes of this Section 4, such stockholder’s notice (as specified in subsection (2) of this Section 4 or subsection (4) of this Section 4) shall set forth:

(a)as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address, and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any), (iv) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case, pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in any proxy statement and any associated proxy card as a nominee and to serving as a director if elected, (v) a description of all Derivative Interests (as defined below) that have been entered into, as of the date of the notice, by or on behalf of such proposed nominee or any affiliate or associate thereof, such description to include (1) the class, series, and actual or notional number, principal amount or dollar amount of all securities of the Corporation underlying or subject to such Derivative Interests, (2) the material economic terms of such Derivative Interests, and (3) the contractual counterparty for such Derivative Interests, (vi) a description of all direct and indirect compensation and other material monetary or other business agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, on whose behalf the nomination is being made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S−K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (vii) a statement whether such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would stand for re-election and upon acceptance of such resignation by the Board, in accordance with these Bylaws;

(b)as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and the text of the proposal or business (including the text of any resolutions proposed for consideration and, if such business includes a

proposal to amend these Bylaws, the text of the proposed amendment), (ii) any material interest in such business of such stockholder and the beneficial owner, if any, or any affiliate or associate thereof, on whose behalf the proposal is made, (iii) a description of all arrangements or understandings between the stockholder, or any affiliate or associate thereof, on the one hand, and any other person or persons (naming such person or persons), on the other hand, regarding the proposal, and (iv) all other information relating to the proposal, the stockholder or any affiliate or associate thereof that would be required to be disclosed in filings with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies by the stockholder pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(c)as to the stockholder giving the notice and the beneficial owner, if any, or any affiliate or associate thereof, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and any affiliate or associate thereof, (ii) the class and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, if any, and any affiliate or associate thereof, and a representation that such stockholder and such beneficial owner, if any, or any affiliate or associate thereof, on whose behalf the nomination or proposal is made, will notify the Corporation in writing of the class and number of such shares owned of record and beneficially, pursuant to subsection (8) of this Section 4, (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, or any affiliate or associate thereof, has a right to vote any shares of any security of the Corporation, (iv) a description of all Derivative Interests that have been entered into as of the date of the notice by, or on behalf of, such stockholder or beneficial owner, if any, or by any affiliate or associate thereof, such description to include (1) the class, series, and actual or notional number, principal amount or dollar amount of all securities of the Corporation underlying or subject to such Derivative Interests, (2) the material economic terms of such Derivative Interests, and (3) the contractual counterparty for such Derivative Interests, and (v) any other information relating to such stockholder and beneficial owner, if any, or any affiliate or associate thereof, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(d)a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, or any affiliate or associate thereof, and any other person or persons (including their names) in connection with the proposal of such business or nominations by the stockholder and a representation that such stockholder and beneficial owner, if any, or any affiliate or associate thereof, and any other person or persons (including their names) in connection with the proposal of such business or nominations by the stockholder, will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect, pursuant to subsection (8) of this Section 4;

(e)a representation that the stockholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such business or nominations;

(f)a representation that the stockholder or the beneficial owner, if any, or any affiliate or associate thereof, will, or is part of a group that will (i) solicit proxies or votes in

support of such director nominees or nomination other than the Corporation’s director nominees in accordance with Rule 14a-19 promulgated under the Exchange Act and (ii) deliver a proxy statement and/or form of proxy to holders of at least 67% of the voting power of the Corporation’s outstanding capital stock entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees, and include a statement to that effect in such proxy statement and/or form of proxy;

(g)a representation as to whether the stockholder or the beneficial owner, if any, or any affiliate or associate thereof, is or intends to be part of a group that intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise to solicit proxies from stockholders in support of such proposal; and

(h)the names and addresses of other stockholders (including beneficial and record owners) known by the stockholder or the beneficial owner, if any, or any affiliate or associate thereof, to support the nomination or other business proposal, and to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholders.

If any stockholder provides notice to the Corporation pursuant to Rule 14a-19(b), such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a). If a nominating stockholder (i) provides notice pursuant to Rule 14a-19 and (ii) subsequently (a) notifies the Corporation, which notification shall be received by the secretary of the Corporation within two (2) business days of such decision, that such stockholder no longer intends to solicit proxies in support of director nominees other than the Corporation’s director nominees in accordance with Rule 14a-19, (b) fails to comply with the requirements of Rule 14a-19 or these Bylaws or (c) fails to provide reasonable evidence sufficient to satisfy the Corporation that such requirements have been met, such stockholder’s nomination(s) shall be deemed null and void and the Corporation shall disregard any proxies or votes solicited for any nominee proposed by such stockholder.

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release or in a document publicly filed or furnished by the Corporation with the SEC pursuant to Section 13, 14 or 15(b) of the Exchange Act, and the meaning of the term “group” shall be within the meaning ascribed to such term under Section 13(d)(3) of the Exchange Act.

For purposes of these Bylaws, “Derivative Interests” shall mean (i) any option, warrant, convertible security, appreciation right or similar right with an exercise, conversion or exchange privilege, or a settlement payment or mechanism, related to any security of the Corporation, or any similar instrument with a value derived in whole or in part from the value of any security of the Corporation, in any such case whether or not it is subject to settlement in any security of the Corporation or otherwise and (ii) any arrangement, agreement or understanding (including any short position or any borrowing or lending of any securities) which includes an opportunity for the stockholder, or any affiliate or associate thereof, or any proposed nominee, or any affiliate or associate thereof, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Corporation or to increase or decrease the number of securities of the Corporation which such person is or will be entitled to vote or direct the vote, in any case whether or not it is subject to settlement in any security of the Corporation or otherwise; provided, however, that Derivative Interests shall not include:

(a)    rights of a pledgee under a bona fide pledge of any security of the Corporation unless such pledgee has voting rights with respect to such security;

(b)    rights applicable to all holders of a class or series of securities of the Corporation to receive securities of the Corporation pro rata, or obligations to dispose of securities of the Corporation, as a result of a merger, exchange offer or consolidation involving the Corporation;

(c)    rights or obligations to surrender any number or principal amount of securities of the Corporation, or have any number or principal amount of securities of the Corporation withheld, upon the receipt or exercise of a derivative security issued pursuant to an employee benefit plan of the Corporation or the receipt or vesting of any securities issued pursuant to an employee benefit plan of the Corporation, in order to satisfy the exercise price or the tax withholding consequences of receipt, exercise, or vesting;

(d)    interests in broad-based index options, broad-based index futures, and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority;

(e)    interests or rights to participate in employee benefit plans of the Corporation held by current or former directors, employees, consultants or agents of the Corporation; or

(f)    options granted to an underwriter in a registered public offering for the purpose of satisfying over-allotments in such offering.

(6)Notwithstanding anything in the second sentence of subsection (2) of this Section 4 to the contrary, if the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation specifying the size of the increased Board at least one hundred (100) days before the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 4 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the secretary at the principal executive offices of the Corporation not more than ten (10) calendar days following the day on which such public announcement is first made by the Corporation.

(7)Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting of the stockholders and no person shall be eligible for election as a director by means of stockholder nomination except in accordance with the procedures set forth in this Section 4. The chair of the Board or other person presiding at a meeting shall, if the facts warrant, determine that any business or nomination was not properly brought before the meeting in accordance with the provisions of this Section 4 (including, without limitation, Rule 14a-19) and, if such person should so determine, he or she shall so declare to the meeting, any such business not properly brought before the meeting shall not be transacted, and any nomination not properly brought before the meeting shall be deemed defective and disregarded. Without limiting the other provisions and requirements of this Section 4, unless otherwise required by law, if any stockholder (A) provides notice pursuant to Rule 14a-19(b) and (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3), then the Corporation shall treat any proxies or votes solicited for such stockholder’s nominees as abstentions.

(8)A stockholder providing notice of nominations of persons for election to the Board at an annual or special meeting of stockholders or notice of business proposed to be brought before an annual meeting of stockholders shall further update and supplement such notice so that the information provided or required to be provided in such notice pursuant to subsection (5)(a) of this Section 4 through subsection (5)(h) of this Section 4 shall be true and correct both as of the record date for the determination

of stockholders entitled to notice of the meeting and as of the date that is ten (10) business days before the meeting or the rescheduled date of the meeting following any adjournment or postponement thereof, and such updated and supplemental information shall be received by the secretary at the principal executive offices of the Corporation (a) in the case of information that is required to be updated and supplemented to be true and correct as of the record date for the determination of stockholders entitled to notice of the meeting, not later than the later of five (5) business days after such record date or five (5) business days after the public announcement of such record date, and (b) in the case of information that is required to be updated and supplemented to be true and correct as of ten (10) business days before the meeting or the rescheduled date of the meeting following any adjournment or postponement thereof, not later than eight (8) business days before the meeting or the rescheduled date of the meeting following any adjournment or postponement thereof (or if not practicable to provide such updated and supplemental information not later than eight (8) business days before the rescheduled date of the meeting following any adjournment or postponement, on the first practicable date before the date of such rescheduled meeting).

(9)Notwithstanding the foregoing provisions of this Section 4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Proxies received in respect of such vote for a disregarded nomination or proposed business will be treated as abstentions. For purposes of this Section 4, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Section 5.     Fixing Date for Determination of Stockholders of Record. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for any other lawful action, the Board may fix, in advance, a record date for any such determination of stockholders, which date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If the Board so fixes a record date for purposes of determining stockholders entitled to notice of a meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, then the record date shall be: (a) for determining stockholders entitled to notice of or to vote at a meeting of stockholders, the close of business on the day preceding the day on which notice is given, or, if notice is waived, the close of business on the day preceding the day on which the meeting is held and (b) for determining stockholders for any other purpose, the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 6.     Notice of Meeting. Written notice stating the place, if any, the day and hour of any meeting of stockholders, the means of remote communication, if any, by which stockholders or proxyholders may be deemed present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, unless otherwise provided by law, not less than ten (10) nor more than sixty (60) days before the date of the meeting,

except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), or these Bylaws. Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Sections 222 and 232 (or any successor section or sections) of the DGCL. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the foregoing, any notice to stockholders given by the Corporation pursuant to these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken or are otherwise provided in accordance with Section 222(c) of the DGCL. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7.     Voting Lists. The officer who has charge of the stock books of the Corporation shall prepare and make, no later than ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days ending on the day before the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (b) during ordinary business hours, at the principal place of business of the Corporation. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 8.     Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

Section 9.     Quorum and Required Vote. Except as otherwise provided by statute or by the Certificate of Incorporation, the presence in person or by proxy of a majority of the voting power of the outstanding shares of the Corporation entitled to vote shall constitute a quorum at a meeting of stockholders. If less than a majority of voting power of the outstanding shares are represented at a meeting, either the presiding officer of the meeting or a majority of the voting power of the shares so represented may adjourn the meeting from time to time in accordance with Section 6 of this Article II, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the withdrawal of enough outstanding shares of the Corporation entitled to vote that leaves less than a quorum.

Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of a majority of the votes cast on a subject matter by the stockholders entitled to vote thereon at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on matters other than the election of directors.

Except as provided in Section 4 of Article III of these Bylaws or as otherwise required by law or by the Certificate of Incorporation, each director shall be elected if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election at any meeting for the election of directors at which a quorum is present; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which either (a) (i) the secretary receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 4 of this Article II and (ii) such nomination has not been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders or (b) the number of nominees for election to the Board at such meeting exceeds the number of directors to be elected (a “Contested Election”). Abstentions and broker non-votes shall not be counted as votes cast either “for” or “against” a director’s election. If directors are to be elected by a plurality of votes cast, stockholders shall not be permitted to vote “against” a nominee. The secretary of the Corporation shall determine, as of the tenth (10th) day preceding the date on which the Corporation first mails its notice of meeting, whether such an election of directors is a Contested Election. The Board shall nominate for election or re-election as director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon (x) the failure to receive the required vote at the next annual meeting at which they stand for re-election and (y) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and newly created directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors. The Compensation, Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject such resignation, and absent a determination by the Board that it is in the best interests of the Corporation for an unsuccessful incumbent to remain as a director, the Board shall accept that person’s resignation. The Board shall consider the Compensation, Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results or such shorter time period as may be required by applicable law. The director who tenders his or her resignation will not participate in the Board’s decision.

If authorized by the Board, and subject to such guidelines as the Board may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is held at a designated place or solely by means of remote communication, provided that (a) the Corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the Corporation implements reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the Corporation.

Section 10.     Voting of Shares. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote pursuant to the provisions of these Bylaws shall be entitled to one vote for each share of capital stock having voting rights held by such stockholder. In the election of directors, each

record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has the right to vote. Cumulative voting shall not be allowed.

Section 11.     Action Without a Meeting. Unless otherwise provided in the Certificate of Incorporation and subject to the provisions of these Bylaws, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (which consent may be signed in counterparts) and shall be delivered to the Corporation. No consent shall be deemed to have been delivered until such consent is delivered to the Corporation in accordance with Section 228 of the DGCL (or any successor section or sections thereto). Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 12.     Fixing Date for Determination of Stockholders of Record for Action Without a Meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede, nor be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the secretary of the Corporation signed by the stockholder, request that the Board fix a record date. The Board shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board within ten (10) days after the date on which such request is received, and no prior action by the Board is required by applicable law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, to its principal place of business, or to an officer or agent of the Corporation having custody of the books in which proceedings of stockholders meetings are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.

In the event a disclosure or proxy statement or other written materials are distributed to stockholders whose consents are being solicited, such disclosure or proxy statement or other written materials shall be delivered to the Corporation at its principal place of business to the attention of the secretary no later than the date such materials are first distributed to any stockholder whose consent is being or will be solicited.

(1)Notice Requirements. Any stockholder’s notice required by this Section 12 must describe the action that the stockholder proposes to take by written consent. For each such proposal, every notice by a stockholder must state the information required by Section 4, subsection (5) of this Article II, except that all references to business to be brought before a meeting in Section 4, subsection (5) of this Article II shall, for purposes of this Section 12, subsection (1), be references to the proposed action to be taken by written consent and all references to delivery or solicitation of proxies in Section 4, subsection (5) of this Article II shall, for purposes of this Section 12, subsection (1), be references to delivery or solicitation of consents. The Corporation may require the stockholder of record and/or beneficial owner requesting a

record date for proposed stockholder action by written consent to furnish such other information as it may reasonably require to determine the validity of the request for a record date.

(2)Date of Consent. Every written consent purporting to take or authorize the taking of corporate action (each such written consent is referred to in this subsection (2) and in subsections (3) and (4) as a “Consent”) must bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated Consent delivered in the manner required by this Section 12, Consents signed by a sufficient number of stockholders to take such action are so delivered to the Corporation.

(3)Inspectors of Election. Within three (3) business days after receipt of the earliest dated Consent delivered to the Corporation in the manner provided in this Section 12 or the determination by the Board that the Corporation should seek corporate action by written consent, as the case may be, the secretary shall engage nationally recognized independent inspectors of elections for the purpose of performing a ministerial review of the validity of the Consents and revocations. The cost of retaining inspectors of election shall be borne by the Corporation.

Consents and revocations shall be delivered to the inspectors upon receipt by the Corporation. As soon as Consents and revocations are received, the inspectors shall review the Consents and revocations and shall maintain a count of the number of valid and unrevoked Consents. In the event the inspectors determine that valid and unrevoked Consents representing a sufficient number of shares to approve the actions proposed to be taken by consent have been delivered, the inspectors shall inform the Corporation and the soliciting stockholders of that determination, and in any event the inspectors shall inform the Corporation and the soliciting stockholders of the number of valid, unrevoked Consents received by the inspectors as of the close of business on the sixtieth (60th) day following the earliest-dated Consent delivered to the Corporation.

(4)Challenge to Validity of Consent. Nothing contained in this Section 12 shall in any way be construed to suggest or imply that the Board or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after certification by the secretary of the Corporation, such other officer of the Corporation as the Board may designate, or the inspectors, as the case may be, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

ARTICLE III Board of Directors

Section 1.     General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board. In addition to the powers and authorities expressly conferred upon the Board by these Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders or officers.

Section 2.     Number, Tenure and Qualifications. The Board shall consist of such number of directors as may be determined from time to time by the Board, but such number shall not be less than three (3) nor more than twelve (12). Directors shall be divided into three (3) classes and elected as provided in Article Fifth of the Certificate of Incorporation at each annual meeting of stockholders, except as provided in Section 4 of this Article III. Each director shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Directors need not be residents of the State of Delaware or stockholders of the Corporation. Directors shall be removable in the manner provided by the statutes of the State of Delaware.

Section 3.     Nomination of Directors. Nominations of candidates for election as directors at any annual or special meeting of stockholders at which directors will be elected may be made (i) by the Board, or (ii) by any stockholder entitled to vote at any such meeting only in accordance with the procedures established in Section 4 of Article II of these Bylaws.

Section 4.     Vacancies. Any director may resign at any time by giving written notice to the Corporation. A director’s resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation, any vacancy, or newly created directorship resulting from any increase in the authorized number of directors, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director, and a director so chosen shall hold office until the next election of directors of the class of which such director is a part and until his or her successor is duly elected and qualified, unless sooner displaced. If at any time, by reason of death, resignation or other cause, the Corporation should have no directors in office, then an election of directors may be held in the manner provided by law. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors of the class of which he or she is a part, and until his or her successor is duly elected and qualified, unless sooner displaced.

Section 5.     Chair. The Board may elect a chair, and any such chair shall (when present) preside at meetings of the Board and lead the Board in fulfilling its responsibilities. In the absence of the chair, a member of the Board selected by the members present shall preside at meetings of the Board. The Board may delegate such other authority and assign such additional duties to the chair as it may from time to time determine.

Section 6.     Lead Director. The Board may, from time to time, elect an Independent Director as a lead director, and such lead director shall (when present) preside at meetings of the Independent Directors. For purposes of these Bylaws, the term Independent Director shall mean a director who qualifies as an “Independent Director” within the meaning of Rule 5605 of the NASDAQ Stock Market Rules (or any successor provision), whether or not any securities of the Corporation are then listed on the NASDAQ Stock Market.

Section 7.     Regular Meetings. A regular meeting of the Board shall be held as soon as practicable after the annual meeting of stockholders, at the time and place, either within or without the State of Delaware or the State of Colorado, determined by the Board for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Board may provide by resolution the time and place, either within or outside the State of Delaware or the State of Colorado, for the holding of additional regular meetings.

Section 8.     Special Meetings. Special meetings of the Board may be called by or at the request of the chair of the Board, the chief executive officer, or the president. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Delaware or the State of Colorado, as the place for holding any special meeting of the Board called by them.

Section 9.     Notice. Notice of every meeting of the Board shall be given to each director at such director’s usual place of business or at such other address as shall have been furnished by him or her for such purpose. Such notice shall be properly and timely given if it is (a) deposited in the United States mail not later than the fifth (5th) calendar day preceding the date of the meeting, or (b) personally delivered, telegraphed, sent by either facsimile transmission, electronic mail (effective when directed to an

electronic mail address of the director), or other electronic transmission (as defined in Section 232(c) of the DGCL and effective when directed to the director), or communicated by telephone or in person at least twenty-four (24) hours before the time of the meeting. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 10.     Quorum and Voting. The presence in person of a majority of the total number of directors determined pursuant to Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of the Board.

Section 11.     Committees. The Board may, by one (1) or more resolutions, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the Bylaws of the Corporation, or approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Section 12.     Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, which may include, among other forms of compensation determined by the Board, a fixed sum for attendance at each meeting of the Board, a stated salary as director, an annual retainer as director, and equity compensation as director. Additionally, directors shall be paid their expenses, if any, of attendance at each meeting. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of any committee of the Board may be allowed compensation for attending committee meetings and service on such committee.

Section 13.     Action Without a Meeting. Unless otherwise restricted in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board or committee, as the case may be.

Section 14.     Participation in Meetings by Telephone. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at the meeting.

ARTICLE IV Officers and Agents

Section 1.     Number and Qualifications. The Board shall elect such officers of the Corporation with the titles and duties that it designates, provided that the Corporation shall have at least two (2) officers at any time, and provided that one such officer shall have the duty to record the proceedings of the meetings of the stockholders and the Board in a book to be kept for that purpose. There may be a chief executive officer, a president, one or more vice presidents (which may include one or more executive vice presidents), a chief financial officer, a secretary, a treasurer and a general counsel. One person may hold any number of offices, except that no person may simultaneously hold the offices of president and secretary.

Section 2.     Election and Term of Office. The officers of the Corporation shall be elected by the Board annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as reasonably practicable. Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Any agent elected or appointed by the Board shall remain an agent of the Corporation until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal.

Section 3.     Salaries. The salaries of the officers shall be fixed from time to time by the Board or by any officer or officers authorized by the Board to prescribe the salary of such other officers, and no officer shall be prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

Section 4.     Removal. Any officer or agent elected or appointed by the Board may be removed at any time by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 5.     Vacancies. Any officer or agent may resign at any time, subject to any rights or obligations under any existing contracts between such officer or agent and the Corporation, by giving notice to the Corporation. An officer’s or agent’s resignation shall take effect at the time stated therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in any office by death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term.

Section 6.     Authority and Duties of Officers. The officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below, and as may be additionally specified by the chair of the Board, president, or chief executive officer, the Board or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

(a)    Chief Executive Officer and President. The chief executive officer shall have the general executive responsibility for the conduct of the business and affairs of the Corporation.

The chief executive officer shall have such powers customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation and shall exercise such other powers, authority and responsibilities as the Board may determine. In the absence of or during the disability of the chief executive officer, the Board may designate an officer who shall have and exercise the powers, authority, and responsibilities of the chief executive officer. The president shall, subject to the direction and control of the Board if the offices of chief executive officer and president are held by the same individual, and subject to the direction and control of the chief executive officer if the offices of chief executive officer and president are held by different individuals, participate in the supervision of the business and affairs of the Corporation. The president shall perform all duties incident to the office of president and shall have and exercise such powers, authority and responsibilities as the Board may determine (if the offices of chief executive officer and president are held by the same individual) or as the chief executive officer or the Board may determine (if the offices of chief executive officer and president are held by different individuals).

(b)    Vice-President. The vice president shall, subject to the direction and control of the Board, chair of the Board, president or chief executive officer, participate in the supervision of the business and affairs of the Corporation. He or she shall have and exercise such powers, authority, and responsibilities as the Board may determine.

(c)    Secretary and Assistant Secretary. The secretary shall, subject to the direction and control of the Board, chair of the Board, president or chief executive officer, keep the minutes of all meetings of stockholders and directors and shall give all required notices and have charge of such books and papers as the Board may require. He or she shall perform all duties incident to the office of secretary and shall submit such reports to the Board or to any committee as the Board or such committee may request. Any action or duty required to be performed by the secretary may be performed by an assistant secretary.

(d)     Chief Financial Officer and Treasurer. The chief financial officer shall be the principal financial officer of the Corporation. He or she shall render such accounts and reports as may be required by the Board or any committee of the Board. The financial records, books and accounts of the Corporation shall be maintained subject to the direct or indirect supervision of the chief financial officer. The treasurer shall have direct or indirect custody of all funds and securities of the Corporation and shall perform all duties incident to the position of treasurer. In addition, the chief financial officer shall be subject to the direction and control of the Board, chair of the Board, president or chief executive officer.

(e)     General Counsel. The general counsel shall be the chief legal officer of the Corporation and shall have general control of all matters of legal import concerning the Corporation. He or she shall perform all duties incident to the position of general counsel. In addition, the general counsel shall be subject to the direction and supervision of the Board, chair of the Board, president or chief executive officer.

(f)     Subordinate Officers. The Board may from time to time appoint one or more assistant officers to the officers of the Corporation and such other subordinate officers as the Board may deem advisable. Such subordinate officers shall have such powers, authority and responsibilities as the Board, chair of the Board, president or the chief executive officer may from time to time determine. Each subordinate officer shall hold his or her position at the pleasure of the Board.

Section 7.     Surety Bonds. The Board may require any officer or agent of the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

ARTICLE V Stock

Section 1.     Issuance of Shares. The issuance or sale by the Corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the Board, except as otherwise may be provided by statute or these Bylaws.

Section 2.     Certificates. The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, such certificates shall be in the form authorized by the Board. In order to certify the number of shares owned in the Corporation, any such certificates shall be signed in the name of the Corporation by (a) the chair of the Board, president, or a vice-president, and (b) the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue. Certificates of stock shall be consecutively numbered and shall be in such form consistent with law as shall be prescribed by the Board.

Section 3.     Payment for Shares. Shares shall be issued for such consideration (but not less than the par value thereof) as shall be determined from time to time by the Board. Treasury shares shall be disposed of for such consideration as may be determined from time to time by the Board. Such consideration shall be paid in such form and in such manner as the Board shall determine. In the absence of actual fraud in the transaction, the judgment of the Board as to the value of such consideration shall be conclusive. The capital stock issued by the Corporation shall be deemed to be fully paid and non-assessable stock if: (a) the entire amount of the consideration has been received by the Corporation in the form of cash, services rendered, personal property, real property, leases of real property or a combination thereof; or (b) not less than the amount of the consideration determined to be capital pursuant to statute has been received by the Corporation in such form and the Corporation has received a binding obligation of the subscriber or purchaser to pay the balance of the subscription or purchase price; provided, however, nothing contained herein shall prevent the Board from issuing partly paid shares pursuant to statute.

Section 4.     Lost Certificate. In case of a certificate of stock of the Corporation alleged to have been lost, stolen or destroyed, the Board may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. When authorizing the issuance of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owners of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.     Transfer of Shares. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization of the registered holder thereof, or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the

Corporation’s secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate or certificates, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power (or by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security and not absolutely, and written notice thereof shall be given to the Corporation’s secretary or to such transfer agent, such fact shall be stated in the entry of transfer. No transfer of shares shall be valid against the Corporation, or its stockholders and creditors, for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from whom and to whom transferred.

Section 6.     Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 7.     Transfer Agents, Registrars and Paying Agents. The Board may, at its discretion, appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the Corporation. Such agents and registrars may be located either within or outside the State of Delaware or the State of Colorado. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI Indemnification of Directors and Officers

Section 1.     General Scope. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended, any person who was or is a party or is or was threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, against all expenses, liability, loss (including attorneys’ fees), judgment, fine, amount paid in settlement and actually and reasonably incurred by such person. The Corporation shall not be required to indemnify a person on account of any action, claim or proceeding (other than as specifically provided in this Article VI) initiated by such person against the Corporation unless such action, claim or proceeding (i) relates to such person’s right to indemnification under any indemnification agreement entered into by such person and the Corporation, (ii) was authorized in the specific case by action of the Board, or (iii) as otherwise required under the DGCL.

Section 2.     Advance Expenses. Subject to any applicable laws, the Corporation shall pay the expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any proceeding in advance of its final disposition; provided, however, that the payment of such expenses shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified.

Section 3.     Non-Contravention and Non-Exclusivity. The rights conferred on any person by this Article VI shall not contravene the provisions of any applicable laws and such rights shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, action of stockholders or disinterested directors, or otherwise. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Section 6 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or by any other applicable law.

Section 4.     Non-Duplication. The Corporation’s obligation, if any, to indemnify any director or officer who is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall not be interpreted so as to duplicate any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

Section 5.     Insurance. The Corporation may purchase and maintain insurance to protect itself and any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.     Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

Section 7.     Continuation of Rights. The rights provided by, or granted pursuant to, this Article VI shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person. Subject to any applicable laws, all rights provided by or granted pursuant to this Article VI shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this Article VI is in effect. Any repeal or modification of this Article VI shall not in any way diminish any rights to indemnification of such directors or officers, or the obligations of the Corporation arising hereunder.

ARTICLE VII Miscellaneous

Section 1.     Waivers of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver thereof, signed by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting or (in the case of a stockholder) by proxy shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

Section 2.     Presumption of Assent. A director or stockholder of the Corporation who is present at a meeting of the Board or stockholders at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent of such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director or stockholder who voted in favor of such action.

Section 3.     Voting of Securities by the Corporation. Unless otherwise provided by resolution of the Board, on behalf of the Corporation the chief executive officer, president, or any vice-president shall attend in person or by substitute appointed by him or her, or shall execute written instruments appointing a proxy or proxies to represent the Corporation at, all meetings of the stockholders of any other corporation, association or other entity in which the Corporation holds any stock or other securities, and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the chief executive officer, president, or any vice-president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the Corporation and may execute written consents and any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities, subject, however, to the instructions, if any, of the Board.

Section 4.     Seal. The corporate seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its organization and the words “Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced.

Section 5.     Fiscal Year. The fiscal year of the Corporation shall be as established by the Board.

Section 6.     Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws (as any may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the State of Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in any securities of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 6.

Section 7.     Amendments. Unless such power is not provided in the Certificate of Incorporation, all bylaws of the Corporation shall be subject to amendment, alteration or repeal, and new bylaws may be made, by resolution adopted by a majority of the entire Board.

*  *  *  *

19

Document

Exhibit 10.1

ROYAL GOLD, INC. as U.S. Borrower

RGLD GOLD AG

as Swiss Borrower

• and -

RG ROYALTIES, LLC

as a Guarantor

ROYAL GOLD INTERNATIONAL HOLDINGS, INC.

as a Guarantor

THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO,

as Guarantors

• and -

THE BANK OF NOVA SCOTIA as Co-Lead Arranger, Joint Bookrunner and Administrative Agent

• and -

HSBC SECURITIES (USA) INC. as Co-Lead Arranger, Joint Bookrunner and Syndication Agent

• and -

CANADIAN IMPERIAL BANK OF COMMERCE<br>as Co-Lead Arranger, Joint Bookrunner and Documentation Agent<br><br>- and -<br><br>THE BANK OF NOVA SCOTIA, HSBC BANK USA, NATIONAL ASSOCIATION, CANADIAN IMPERIAL BANK OF COMMERCE, BANK OF AMERICA, N.A., BANK OF MONTREAL, CHICAGO BRANCH, NATIONAL BANK OF CANADA AND ROYAL BANK OF CANADA<br>as Lenders

REVOLVING FACILITY CREDIT AGREEMENT

Dated as of June 2, 2017

[Conformed through Amendment No .6 dated as of June 26, 2025 and Incremental Joinder, dated August 5, 2025]

TABLE OF CONTENTS

Page

1.1Defined Terms1

1.2Other Usages34

1.3Plural and Singular35

1.4Headings35

1.5Currency35

1.6Applicable Law; Submission to Jurisdiction.35

1.7Time of the Essence35

1.8Non-Banking Days36

1.9Consents and Approvals36

1.10Amount of Credit36

1.11Schedules and Exhibits36

1.12Extension of Credit36

1.13Rule of Construction36

1.14Accounting Terms – GAAP36

1.15Successors and Permitted Assigns of Parties37

1.16Delaware LLC Division37

1.17Rates.37

ARTICLE 2 CREDIT FACILITY38

2.1Establishment of Credit Facility38

2.2Lenders’ Commitments38

2.3Reduction of Credit Facility38

2.4Termination of Credit Facility38

2.5Incremental Loans.39

ARTICLE 3 GENERAL PROVISIONS RELATING TO CREDITS41

3.1Types of Credit Commitments41

3.2Funding of Loans41

3.3Failure or Declination of Lender to Fund Loan42

3.4Timing of Credit Commitments42

3.5Inability to Determine Rates.42

3.6Benchmark Replacement Setting43

3.7Time and Place of Payments45

3.8Remittance of Payments45

3.9Evidence of Indebtedness46

3.10Notice Periods46

3.11Extensions of Maturity.46

3.12Joint and Several Liability of Borrowers.48

3.13Swiss limitations50

3.14Appointment of the Borrower Representative as Borrower Agent for Requesting Drawdown, Rollovers and Conversions and Receipts of Loans and Statements and Receipts and Sending Notices.52

• ii -

ARTICLE 4 DRAWDOWNS53

4.1Drawdown Notice53

ARTICLE 5 ROLLOVERS54

5.1SOFR Loans54

5.2Rollover Notice54

ARTICLE 6 CONVERSIONS54

6.1Converting Loan to Other Type of Loan54

6.2Conversion Notice54

6.3Absence of Notice55

6.4Conversion by Lenders55

ARTICLE 7 INTEREST AND FEES55

7.1Interest Rates55

7.2Calculation and Payment of Interest55

7.3General Interest Rules56

7.4Minimum Interest.57

7.5Selection of Interest Periods58

7.6Commitment Fee58

7.7Applicable Rate Adjustment59

ARTICLE 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS59

8.1Conditions of Credit59

8.2Change of Circumstances59

8.3Replacement of Lenders61

8.4Indemnity Relating to Credits62

8.5Indemnity63

8.6Taxes65

ARTICLE 9 REPAYMENTS AND PREPAYMENTS70

9.1Repayment under Credit Facility70

9.2Voluntary Prepayments under Credit Facility70

9.3Prepayment Notice71

9.4Currency of Repayment71

ARTICLE 10 REPRESENTATIONS AND WARRANTIES71

10.1Representations and Warranties71

10.2Survival of Representations and Warranties76

ARTICLE 11 COVENANTS77

11.1Affirmative Covenants77

11.2Negative Covenants82

11.3Performance of Covenants by Administrative Agent86

ARTICLE 12 CONDITIONS PRECEDENT TO OBTAINING CREDIT87

• iii -

12.1Conditions Precedent to All Credit87

12.2Conditions Precedent to Effectiveness of Agreement87

12.3Waiver89

ARTICLE 13 DEFAULT AND REMEDIES89

13.1Events of Default89

13.2Remedies Cumulative91

13.3Set-Off91

ARTICLE 14 THE ADMINISTRATIVE AGENT92

14.1Appointment and Authorization of Administrative Agent92

14.2Interest Holders92

14.3Consultation with Counsel92

14.4Documents92

14.5Administrative Agent as Lender92

14.6Responsibility of Administrative Agent93

14.7Action by Administrative Agent93

14.8Notice of Events of Default93

14.9Responsibility Disclaimed94

14.10Indemnification94

14.11Credit Decision94

14.12Successor Administrative Agent95

14.13Delegation by Administrative Agent95

14.14Waivers and Amendments95

14.15Determination by Administrative Agent Conclusive and Binding96

14.16Adjustments among Lenders after Acceleration97

14.17Redistribution of Payment97

14.18Distribution of Notices98

14.19Application of Payments98

14.20Survival98

14.21Cash Management Services and Hedging Agreements99

14.22Lender Representations.99

14.23Erroneous Payments101

ARTICLE 15 MISCELLANEOUS104

15.1Notices104

15.2Severability105

15.3Counterparts105

15.4Successors and Assigns105

15.5Assignment105

15.6Entire Agreement.108

15.7Register.108

15.8Judgment Currency.108

15.9USA PATRIOT Act109

15.10Appointment of Process Agent109

15.11Anti-Money Laundering Laws110

• iv -

15.12Anti-Corruption110

15.13No Fiduciary Duty111

15.14Confidentiality111

15.15WAIVER OF JURY TRIAL112

15.16Acknowledgment and Consent to Bail-In of EEA Affected Financial Institutions.113

15.17Expenses113

15.18Acknowledgement Regarding Any Supported QFCs.114

ARTICLE 16 GUARANTEE114

16.1The Guarantee114

16.2Bankruptcy.115

16.3Continuing Guaranty.115

16.4Nature of Liability.116

16.5Independent Obligation.116

16.6Authorization.116

16.7Reliance.116

16.8[Reserved].116

16.9Waiver.116

16.10[Reserved].118

16.11Keepwell.118

SCHEDULE A LENDERS AND INDIVIDUAL COMMITMENTS119

Schedule 10.1(k) – Subsidiaries and Unrestricted Subsidiaries

Schedule 10.1(q) – Labor Matters

Schedule 11.2(a) – Existing Liens

Schedule 11.2(e) – Existing Indebtedness

Schedule 11.2(g) – Existing Debt Investments

Exhibit A – Form of Compliance Certificate

Exhibit B – Form of Assignment

Exhibit C – Form of Drawdown Notice

Exhibit D – Form of Rollover Notice

Exhibit E – Form of Conversion Notice

Exhibit F – Form of Joinder Agreement

Exhibit G – Form of Note

Exhibit H – Form of Tax Certificates

This REVOLVING FACILITY CREDIT AGREEMENT, dated as of June 2, 2017 (this “Agreement”), is by and among ROYAL GOLD, INC., a corporation organized under the laws of the State of Delaware (the “U.S. Borrower”), RGLD Gold AG, a company incorporated under the laws of Switzerland with its registered address at Baarerstrasse 71, 6300 Zug, Switzerland (the “Swiss Borrower”, together with U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), RG ROYALTIES, LLC, a limited liability company organized under the laws of the State of Delaware (“RG Royalties”), ROYAL GOLD INTERNATIONAL HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“RG International”), RGLD HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware (“RGLD Holdings”), RGLD GOLD (CANADA) ULC, an Alberta unlimited liability corporation (“RGLD Gold (Canada), INTERNATIONAL ROYALTY CORPORATION, a Canadian corporation (“International Royalty”, together with RG Royalties, RG International, RGLD Holdings and RGLD Gold (Canada), each, a “Guarantor”), the other Guarantors from time to time party hereto, THE BANK OF NOVA SCOTIA, in its capacity as administrative agent and the Lenders (as defined below).

WHEREAS, Borrowers have requested that the Lenders make revolving credit loans to Borrowers from time to time and the Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1    Defined Terms

The following defined terms shall for all purposes of this Agreement, or any amendment, substitution, supplement, replacement or addition hereto, have the following respective meanings unless the context otherwise specifies or requires or unless otherwise defined herein:

“$” denotes U.S. dollars.

“Acquired EBITDA” means, with respect to any Acquired Entity or Asset for any period, the amount of consolidated EBITDA of such Acquired Entity or Asset for such period, all as determined on a consolidated basis for such Acquired Entity or Asset in accordance with GAAP.

“Acquired Entity or Asset” means any Person, property, asset, Royalty Transaction, Metal Streaming Transaction or business acquired by any Borrower or any Restricted Subsidiary during any relevant period to the extent not subsequently sold, transferred, abandoned or otherwise disposed by such Borrower or a Subsidiary thereof.

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“Acquisition” means:

(a)    an acquisition of the Shares of a Person by any Borrower or any Restricted Subsidiary if such Borrower or such Restricted Subsidiary will acquire more than 35% of the Voting Stock of the entity being acquired;

(b)    an acquisition of all or substantially all of the assets of the vendor (or of a division or unit of the vendor); or

(c)    the entry by any Borrower or any Restricted Subsidiary into a Metal Streaming Transaction or a Royalty Transaction.

“Additional Guarantor” means any direct or indirect Subsidiary of a Borrower that has become a Guarantor pursuant to Section 11.1(s).

“Additional Incremental Lender” means, at any time, any bank or other financial institution that agrees to provide any portion of any Incremental Loan or Commitment Increase in accordance with Section 2.5.

“Adjusted Term SOFR” means, for purposes of any calculation and subject to the provisions of Section 3.6(a), the rate per annum equal to (a) Term SOFR for such calculation plus (b) 0.10%; provided that if Adjusted Term SOFR shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Administrative Agent” means The Bank of Nova Scotia, in its capacity as administrative agent of the Lenders, and any successor thereto pursuant to Section 14.12.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% of more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding the foregoing, none of the Administrative Agent or any syndication agent, documentation agent, bookrunner, lead arranger or Lender shall be deemed an Affiliate of any Borrower solely by reason of the relationship created by the Credit Documents.

“Agency Fee Letter” means the fee letter dated as of May 11, 2017 entered into between The Bank of Nova Scotia and U.S. Borrower with respect to, inter alia, the payment of an agency fee.

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“Alternate Base Rate” means, at any particular time, the variable rate of interest per annum, calculated on the basis of a year of 365 or 366 days, as the case may be, which is equal to the greater of (a) the Base Rate at such time, (b) the aggregate of (i) the Federal Funds Effective Rate at such time and (ii) ½ of 1% and (c) Adjusted Term SOFR for an interest period of 1 month at such time plus 1%; provided that if at any time the Alternate Base Rate shall be less than 0%, it shall be deemed to be 0% for all purposes under this Agreement.

“Alternate Base Rate Term SOFR Determination Day” has the meaning specified in paragraph (b) of the definition of “Term SOFR”.

“Anti-Money Laundering Laws” means (a) the US Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations and rules promulgated thereunder, as amended from time to time; the US Money Laundering Control Act of 1986 and the regulations and rules promulgated thereunder, as amended from time to time; the US Bank Secrecy Act and the regulations and rules promulgated thereunder, as amended from time to time, (b) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (c) other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” applicable Requirements of Law, whether within the United States, Canada or elsewhere, including any regulations, guidelines or orders thereunder.

“Applicable Rate” shall be determined from time to time by reference to the Leverage Ratio, shall be effective as of the applicable calculation date of such Leverage Ratio and shall be equal to the following, provided that (i) changes in the Applicable Rate shall be effective as set forth in Section 7.7, (ii) changes in the Applicable Rate shall apply, as at the effective dates of such changes, to SOFR Loans outstanding on such dates, but only for those portions of applicable Interest Periods falling within those times during which the changes in the Applicable Rate are effective, as provided above:

Level	Leverage Ratio	SOFR Loan Applicable Rate	Base Rate Loan Applicable Rate	Commitment Fee
1	≤ 0.50x	1.10% per annum	0.10% per annum	0.22% per annum
2	≤ 1.00x but > 0.50x	1.20% per annum	0.20% per annum	0.24% per annum
3	≤ 2.00x but > 1.00x	1.45% per annum	0.45% per annum	0.29% per annum
4	≤ 3.00x but > 2.00x	1.70% per annum	0.70% per annum	0.34% per annum
5	> 3.00x	2.20% per annum	1.20% per annum	0.44% per annum

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If, as a result of any restatement of or other adjustment to the financial statements or for any other reason, Borrowers or the Lenders reasonably determine that (i) the Leverage Ratio as calculated by Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of Leverage Ratio would have resulted in higher pricing for such period, Borrowers shall immediately be obligated to pay to the Administrative Agent for the account of the applicable Lender within three (3) days from demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief under any Debtor Relief Law automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Available Credit” means, at any particular time, the aggregate of the amount, if any, by which the amount of the Credit Facility at such time exceeds the aggregate amount of credit outstanding thereunder at such time.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period as of such date or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.6(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Banking Day” means (x) any day, other than Saturday and Sunday, on which banks generally are open for business in Toronto, Ontario and New York, New

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York and (y) when used in respect of SOFR Loans, means any such day which is also a U.S. Government Securities Business Day.

“Base Rate” means the variable rate of interest per annum determined by the Administrative Agent from time to time as its base rate for United States dollar loans made by the Administrative Agent at its headquarters at the relevant time, being a variable per annum reference rate of interest adjusted automatically upon change by the Administrative Agent, calculated on the basis of a year of 365 or 366 days, as the case may be.

“Base Rate Loan” means monies lent by the Lenders to Borrowers hereunder in United States dollars and upon which interest accrues at a rate referable to the Alternate Base Rate.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.6(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)    the sum of: (i) Daily Simple SOFR and (ii) 0.10%;

(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

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Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b)    (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or

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such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 3.6 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 3.6.

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“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” has the meaning set forth in Section 15.9.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower Representative” means U.S. Borrower, in its capacity as Borrower Representative pursuant to the provisions of Section 3.14, or any successor Borrower Representative selected by Borrowers and approved by the Administrative Agent.

“Borrowers’ Knowledge” means the actual knowledge of the Chief Executive Officer, President, Chief Financial Officer, Treasurer, General Counsel, Vice President or Secretary of U.S. Borrower.

“Branch of Account” means the Toronto main branch of the Administrative Agent located at 40 King Street West, Toronto, Ontario, or such other branch of the Administrative Agent located in Canada as Borrowers and the Administrative Agent may agree upon.

“Canadian Income Tax Act” means the Income Tax Act (Canada), as amended from time to time.

“Canadian Pension Plan” shall mean a “registered pension plan”, as that term is defined in subsection 248(1) of the Canadian Income Tax Act, which is or was sponsored, administered or contributed to, or required to be contributed to by, any Canadian Restricted Subsidiary or under which any Canadian Restricted Subsidiary has any actual or potential liability.

“Canadian Restricted Subsidiary” means any Restricted Subsidiary incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

“Capital Lease”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease obligation on the balance sheet of that Person.

“Cash” means, at any particular time, the aggregate of cash and Cash Equivalents of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis at such time.

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“Cash Equivalents” means (i) securities issued or directly and fully guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof with maturities of 12 months or less from the date of acquisition, (ii) Canadian dollar denominated or Dollar denominated certificates of deposit, time deposits, eurodollar time deposits and eurodollar certificates of deposit with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank incorporated in the United States or Canada having capital and surplus in excess of $500,000,000 in the case of any commercial bank incorporated in the United States or CDN$500,000,000 in the case of any commercial bank incorporated in Canada or any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof, or from Moody’s is at least P-1 or the equivalent thereof, or from Dominion Bond Rating Service Limited is at least R-1 or the equivalent thereof, (iii) repurchase obligations for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution having capital and surplus in excess of $500,000,000 or CDN$500,000,000, as applicable, (iv) commercial paper or other debt securities rated R-1 low by Dominion Bond Rating Service or the equivalent thereof by Moody’s or S&P and in each case maturing within one year after the date of acquisition, (v) investment funds investing at least 95% of their assets in securities of the types described in clauses (i) to (iv) above and (vi) readily marketable direct obligations issued by any state of the United States or province of Canada or any political subdivision thereof having one of the two highest rating categories obtainable from any of Moody’s, S&P or Dominion Bond Rating Service with maturities of 24 months or less from the date of acquisition.

“Cash Management Bank” has the meaning set forth in the definition of Obligations.

“Cash Management Services” mean any account (including cash management accounts) or other cash management services.

“Change of Control” means that (a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of more than 35% of then outstanding Voting Stock of U.S. Borrower, measured by voting power rather than the number of shares or (b) the Swiss Borrower ceases to be a direct or indirect wholly-owned Subsidiary of U.S. Borrower.

“Closing Date” means June 2, 2017.

“Code” means the Internal Revenue Code of 1986.

“Commitment Increase” has the meaning set forth in Section 2.5.

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“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Confidential Information” shall have the meaning ascribed thereto in Section 15.14.

“Conforming Changes” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Alternate Base Rate,” the definition of “Banking Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“Consolidated Total Assets” means the total assets less goodwill of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP.

“Conversion Notice” shall have the meaning ascribed thereto in Section 6.2.

“Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Documents” means this Agreement, the Fee Letters and all instruments and agreements executed and delivered by the Obligors in favor of the Credit Parties from time to time in connection with this Agreement or any other Credit Document but shall not include Hedging Agreements.

“Credit Facility” has the meaning ascribed thereto in Section 2.1.

“Credit Parties” means the Administrative Agent and the Lenders.

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“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debt Investment” means any Investment by any Borrower or any Restricted Subsidiary consisting of lending of money or other extensions of credit.

“Debtor Relief Law” means the Bankruptcy Code of the United States and the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding Up Act and Restructuring Act (Canada) each as amended from time to time, and all other liquidation, winding up, conservatorship, bankruptcy, arrangement, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Requirements of Law of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations under this Agreement other than Loans, an interest rate from time to time equal to (i) the Alternate Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum and (b) when used with respect to a Loan, an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable from time to time to such Loan plus 2% per annum.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of any extension of credit within two (2) Banking Days of the date such extension of credit was required to be funded by it, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Banking Days of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (c) has been determined by a court of competent jurisdiction or regulator to be insolvent or is unable to meet its obligations or admits in writing it is unable to pay its debts as they generally become due, (d) is the subject of a bankruptcy or insolvency proceeding, (e) is subject to or is seeking the appointment of an administrator, regulator, conservator, liquidator, receiver, trustee, custodian or other similar

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official over any portion of its assets or business, (f) has become the subject of a Bail-In Action, or (g) a Lender who fails, within three (3) Banking Days after written request from the Administrative Agent or the Borrower Representative, to confirm in writing that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (g) upon receipt of such written confirmation by the Administrative Agent or the Borrower Representative) or a Lender who provides notice in writing, or makes a public statement to the effect that (i) it does not intend to comply with its funding obligations hereunder or (ii) it does not intend to generally comply with any of its funding obligations under other agreements in which it commits to extend credit (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to extending credit hereunder (specifically identified in such writing including, if applicable, by reference to a specific Default) cannot be satisfied). For certainty, a Lender shall not become a Defaulting Lender hereunder solely by virtue of the ownership or acquisition of any equity interest by an Official Body in that Lender or any direct or indirect parent company of that Lender so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Official Body) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Derivative Exposure” in relation to any Person (the “relevant party”) and any counterparty of the relevant party at any time means the amount which would be payable by the relevant party to that counterparty, or by that counterparty to the relevant party, as the case may be, pursuant to all Hedging Agreements entered into between them and in effect at that time if the transactions governed thereby were to be terminated as the result of the early termination thereof.  If the Derivative Exposure becomes payable by the relevant party to the counterparty of the relevant party at the relevant time of determination, it is referred to herein as “Out-of-the-Money Derivative Exposure”.

“Designated Account” means, with respect to transactions in U.S. dollars for Borrowers, (i) the account of U.S. Borrower maintained by the Administrative Agent at the Branch of Account and (ii) any other account of the relevant Borrower as may be agreed in writing by the Administrative Agent and such Borrower, in each case, for the purposes of transactions in such currency under this Agreement.

“Distribution” means:

(a)    the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any Shares in the capital of U.S. Borrower, other than a dividend declared, paid or set aside for payment by U.S. Borrower which is payable in shares of U.S. Borrower; and

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(b)    the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any Shares in the capital of U.S. Borrower or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for Shares in the capital of U.S. Borrower, including, without limitation, options, warrants, conversion or exchange privileges and similar rights.

“Drawdown Notice” shall have the meaning ascribed thereto in Section 4.1.

“EBITDA” means, for any period, Net Income of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP for such period plus (a) without duplication and to the extent deducted in determining such Net Income, the sum of (i) Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation, amortization, depletion and non-cash reclamation for such period, and (iv) any extraordinary or non-recurring charges or non-cash charges, including non-cash charges resulting from requirements to mark-to-market derivative obligations (including commodity-linked securities) for such period (provided that any cash payment made with respect to any such non-cash charge shall be subtracted in computing EBITDA for the period in which such cash payment is made), and minus (b) without duplication and to the extent included in determining such Net Income, any extraordinary or non-recurring gains or non-cash gains for such period, for U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP; provided that there shall be included in determining EBITDA for any period (to the extent not included in Net Income), without duplication, (a) the Acquired EBITDA of any Acquired Entity or Asset (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), based on the actual Acquired EBITDA of such Acquired Entity or Asset for such period (including the portion thereof occurring prior to such acquisition), and (b) an adjustment in respect of each Acquired Entity or Asset equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Asset for such period (including the portion thereof occurring prior to such acquisition) as specified in a Pro Forma Certificate and delivered to the Administrative Agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

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“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Employee Benefit Plan” means any pension plan or other similar employee benefit plan regulated by or within the meaning of ERISA or any other similar legislation pursuant to which a Borrower or a Restricted Subsidiary establishes a pension for or otherwise makes contributions in respect of its employees.

“Environment” means ambient air, indoor air, surface water, groundwater, land surface (including wetlands) and subsurface strata.

“Environmental Laws” means any and all applicable Requirements of Law regulating or relating to pollution or protection of human health or the Environment, as now or hereafter in effect, including Requirements of Law regulating or relating to emissions, discharges, Releases or threatened Releases of Hazardous Materials, pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the Environment or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes, and the applicable World Bank Guidelines and Criteria and International Finance Corporation Guidelines, each as in effect from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with U.S. Borrower or any Subsidiary solely within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to an Employee Benefit Plan; (b) a withdrawal by U.S. Borrower, any Subsidiary or any ERISA Affiliate from an Employee Benefit Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by U.S. Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan, the receipt by U.S. Borrower, any Subsidiary or any ERISA Affiliate of any notice concerning the imposition of withdrawal liability (as defined in Part 1 of Subtitle E of Title IV of ERISA) or notification that a Multiemployer Plan is, or is expected to be, insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination

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under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate an Employee Benefit Plan or Multiemployer Plan, (e) with respect to an Employee Benefit Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code; (f) the failure to make by its due date a required contribution under Section 430(j) of the Code with respect to any Employee Benefit Plan or the failure to make any required contribution to a Multiemployer Plan; (g) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to U.S. Borrower or any Subsidiary; or (h) the imposition by the PBGC of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon U.S. Borrower, any Subsidiary or any ERISA Affiliate.

“Erroneous Payment” has the meaning assigned to it in Section 14.23(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 14.23(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 14.23(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 14.23(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 14.23(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” means any one of the events set forth in Section 13.1.

“Excluded Subsidiary” means (a) any Unrestricted Subsidiary, (b) any Subsidiary that is not a wholly owned Subsidiary of a Borrower and (c) any other Subsidiary to the extent that a guarantee of the Obligations by such Subsidiary would be prohibited by applicable Requirements of Law or contract, would result in an Obligor incurring material tax liabilities, or would require governmental (including regulatory) consent, approval, license or authorization to provide such guarantee (unless such consent, approval, license or authorization has been received and, in any event, only for so long as such restriction exists, and with respect to any such contractual restriction, only to the extent existing on the Closing Date or on the date the applicable Person becomes a Subsidiary and not entered into in contemplation thereof).

“Excluded Swap Obligations” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such

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Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor under any Credit Document, (a) Taxes imposed on or measured by its net income (however denominated), franchise and branch profits Taxes, in each case as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Taxes (or any political subdivision thereof) or as a result of any other present or former connection between such recipient and the jurisdiction imposing such Taxes (other than any such connection arising solely from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, entered into any other transaction pursuant to or enforced any Credit Documents), (b) in the case of a Lender (other than with respect to any interest in any Loan or commitment acquired pursuant to an assignment request by Borrowers under Section 8.3), any U.S. Federal withholding Tax that is required to be imposed on amounts payable by U.S. Borrower to or for the account of such Lender pursuant to the Requirements of Law in force at the time such Lender becomes a party hereto (or designates a new Lending Office) or, with respect to any additional interest in any commitment, or any Loan not funded pursuant to a commitment by such Lender, acquired after such Lender becomes a party hereto, at the time such additional interest was acquired by such Lender, except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office or the acquisition of such interest (or additional interest) by assignment, as applicable, to receive additional amounts from an Obligor with respect to such withholding Tax pursuant to Section 8.6(a)(ii), (c) any Tax that is attributable to such Lender’s failure to comply with Section 8.6(e) and (d) any U.S. Federal withholding Tax imposed pursuant to FATCA.

“Extended Maturity Date” shall have the meaning set forth in Section 3.11.

“Extending Lender” shall have the meaning set forth in Section 3.11.

“Extension Amendment” shall have the meaning set forth in Section 3.11.

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“Extension Effective Date” shall have the meaning set forth in Section 3.11.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current and future regulations or other official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the current Code (or any amended or successor version described above) and, for the avoidance of doubt, any intergovernmental agreements in respect thereof (and any legislation, regulations or other official guidance adopted by an Official Body implementing such intergovernmental agreements).

“Federal Funds Effective Rate” means, for any particular day, the variable rate of interest per annum, calculated on the basis of a year of 360 days and for the actual number of days elapsed, equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York or, for any Banking Day on which such rate is not so published by the Federal Reserve Bank of New York, the average of the quotations for such day for such transactions received by the Administrative Agent from three (3) Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letters” means collectively, the Agency Fee Letter, the Second Amendment Fee Letter, the Fourth Amendment Fee Letter, the Fifth Amendment Fee Letter and the Sixth Amendment Fee Letter.

“Fifth Amendment” means that certain Amendment No. 5 to Revolving Facility Credit Agreement, dated as of June 28, 2023, by and among Borrowers, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Fifth Amendment Effective Date” has the meaning set forth in the Fifth Amendment.

“Fifth Amendment Fee Letter” means that certain Fee Letter, dated as of June 28, 2023, by and among U.S. Borrower and the Lead Arrangers.

“Fiscal Quarter” means any of the three-month periods ending on the last day of March, June, September and December in each Fiscal Year.

“Fiscal Year” means the twelve-month period ending on the last day of June in each year.

“Floor” means a rate of interest equal to 0%.

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“Fourth Amendment” means that certain Amendment No. 4 to Revolving Facility Credit Agreement, dated as of July 7, 2021, by and among Borrowers, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Fourth Amendment Fee Letter” means that certain Fee Letter, dated as of July 7, 2021, by and among U.S. Borrower and the Lead Arrangers.

“Fund” means any person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in effect in the United States consistently applied, subject, however, to the provisions of Section 1.14 for the purpose of determination of compliance with the financial covenants set out in Sections 11.1(m) and (l).

“Guarantee” means the guarantee set forth in Article XVI.

“Guarantors” means RG Royalties, RG International, RGLD Holdings, RGLD Gold (Canada), International Royalty and each Additional Guarantor.

“Hazardous Materials” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, pollutants, contaminants or other materials or substances defined or regulated in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Hedge Bank” has the meaning set forth in the definition of Obligations.

“Hedging Agreement” means any present or future swap, hedging, foreign exchange or cash management agreement or other derivative transaction entered into by any Borrower or any Restricted Subsidiary which constitutes any silver, gold, oil, gas or other commodity hedging transaction, spot or forward foreign exchange transaction, interest rate swap transaction, currency swap transaction, forward rate transaction, rate cap transaction, rate floor transaction, rate collar transaction, and any other exchange or rate protection transaction, any combination of such transactions or any option with respect to any such transaction entered into by any Borrower or any Restricted Subsidiary but excludes Metal Streaming Transactions and Royalty Transactions.

“Immaterial Restricted Subsidiary” means, as of any date of determination, any Restricted Subsidiary that, together with its Subsidiaries on a consolidated basis, owns assets with a book value of less than $25,000,000 on such date; provided that the aggregate book value of assets owned by all Immaterial Restricted Subsidiaries shall not at any time exceed $50,000,000.

“Incremental Joinder” has the meaning set forth in Section 2.5.

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“Incremental Loan” has the meaning set forth in Section 2.5.

“Indebtedness” of any Person means, without duplication, (i) indebtedness of such Person for borrowed money or for the deferred purchase price of property and services, other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices, (ii) other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iii) obligations of such Person under any Capital Lease as would be required in accordance with GAAP (iv) reimbursement obligations of such Person under bankers’ acceptances and contingent obligations of such Person in respect of any letter of credit, bank guarantee or surety bond, (v) to the extent accelerated, the Out-of-the-Money Derivative Exposure of such Person, and (vi) the contingent obligations of such Person under any guarantee or other agreement assuring payment of any obligations of any Person of the type described in the foregoing clauses (i) to (v); provided, however, Indebtedness shall not include any amounts paid or to be paid to a counterparty in respect of any Metal Streaming Transaction or Royalty Transaction.

“Indemnified Taxes” means all Taxes other than Excluded Taxes.

“Individual Commitment” means, with respect to a particular Lender, the amount set forth in Schedule A attached hereto, as reduced or amended from time to time pursuant to Sections 2.3, 2.5, 3.11, 8.3, 14.14 and 15.5 as the individual commitment of such Lender with respect to the Credit Facility, provided that, upon the termination of the Credit Facility pursuant to Section 2.4, the Individual Commitment of each Lender shall thereafter be equal to the Individual Commitment of such Lender immediately prior to the termination of the Credit Facility.

“Interest Coverage Ratio” means, for each four-Fiscal Quarter period, the ratio of EBITDA for such period to the Interest Expense for such period.

“Interest Expense” means, for any period, the interest expense (including imputed interest expense in respect of Capital Leases) of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP.

“Interest Period” means, in the case of any SOFR Loan, the applicable period for which interest on such SOFR Loan shall be calculated pursuant to Article 7.

“International Royalty” has the meaning set forth in the preamble.

“Investment” means any advance, loan, extension of credit or capital contribution to, purchase of Shares, bonds, notes, debentures or other securities of, or any other investment made in, any Person but shall exclude Acquisitions, acquisitions of tangible personal property and capital or exploration expenditures. The amount of any Investment shall be the original principal or capital amount thereof less all

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returns of principal or equity, or distributions or dividends paid, thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair value of such property at the time of such Investment, as determined in good faith by U.S. Borrower.

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit F, executed and delivered by an Additional Guarantor.

“Lead Arrangers” means, collectively, The Bank of Nova Scotia, HSBC Securities (USA) Inc. and Canadian Imperial Bank of Commerce.

“Lenders” means the financial institutions and other Persons who are, or become, a party to this Agreement in their capacity as lenders to Borrowers.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s administrative questionnaire, or such other office or offices as a Lender may from time to time notify U.S. Borrower and the Administrative Agent.

“Leverage Ratio” means for each four Fiscal Quarter period, the ratio of (i) Total Indebtedness less unrestricted Cash as at the last day of such period to (ii) EBITDA for such period.

“Lien” means any deed of trust, mortgage, charge, hypothec, assignment for the purpose of security, pledge, lien or other security interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising under applicable Requirements of Law (statutory or otherwise), that secures the payment of any indebtedness or liability or the observance or performance of any obligation.

“Loan Increase Effective Date” has the meaning set forth in Section 2.5.

“Loans” means Base Rate Loans and SOFR Loans.

“Majority Lenders” means, at any particular time prior to the repayment in full of all indebtedness of Borrowers to the Lenders hereunder and the termination of all commitments of the Lenders hereunder, such group of Lenders whose Individual Commitments aggregate more than 50% of the Total Commitment Amount at such time and, at any particular time thereafter, such group of Lenders which have aggregate Exposure in an amount of at least a majority of the aggregate Exposure of all of the Lenders at such time.  Notwithstanding the foregoing, the unfunded Individual Commitment of, and the outstanding extensions of credit held or deemed to be held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

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“Material Adverse Effect” means a material adverse effect on (i) the business, financial condition or results of operations, in each case, of Borrowers and Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under the Credit Documents or (iii) the ability of the Obligors to perform their payment obligations under the Credit Documents.

“Material Restricted Subsidiary” means any Restricted Subsidiary other than an Immaterial Restricted Subsidiary.

“Maturity Date” means June 30, 2030.

“Metal Streaming Transaction” means a transaction pursuant to which a Borrower and/or a Restricted Subsidiary acquires a contractual right to purchase Metals produced from or referenced to production from one or more mines on the terms and conditions set forth in definitive purchase and sale documents related to such transaction, as amended, restated, modified, revised, supplemented, extended, continued, replaced or renewed in accordance with their terms.

“Metals” means gold, silver, copper, lead, zinc, molybdenum, nickel, and all other metals, minerals, ores and similar substances.

“Moody’s” means Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which U.S. Borrower, any Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Income” means, for any period, the net income (or deficit) of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP.

“New Extending Lender” shall have the meaning set forth in Section 3.11.

“Non-Bank Rules” means the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule.

“Non-Extending Lender” shall have the meaning set forth in Section 3.11.

“Note” means a promissory note made by Borrowers in favor of the applicable Lender evidencing the Loans provided hereunder, substantially in the form of Exhibit G, as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“Notice Date” shall have the meaning set forth in Section 3.11.

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“Obligations” shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by each Borrower or any Restricted Subsidiary (i) to any of the Credit Parties, or remaining unpaid to any of the Credit Parties, under or in connection with any of the Credit Documents, (ii) under or in connection with any Hedging Agreement with a Person who was a Lender at the time of the entry into such Hedging Agreement (or an Affiliate of a Lender at such time, and, for certainty, regardless of whether such counterparty subsequently ceases to be a Lender or an Affiliate of a Lender) (any such Person, a “Hedge Bank”) and (iii) under or in connection with any Cash Management Services provided by a Person who was a Lender at the time of the entry into such account or cash management service (or an Affiliate of a Lender at such time) (any such Person, a “Cash Management Bank”), and Obligations of a particular Obligor shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by such Obligor (x) to any of the Credit Parties, or remaining unpaid to any of the Credit Parties, under or in connection with any of the Credit Documents to which such Obligor is a party, (y) under or in connection with any Hedging Agreement with a Lender (or an Affiliate of a Lender, and, for certainty, regardless of whether such counterparty subsequently ceases to be a Lender or an Affiliate of a Lender) and (z) under or in connection with any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender). For certainty, “Obligations” shall (x) include interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable upon any Default or Event of Default to the extent lawful) specified herein, whether or not such interest is an allowable claim in such bankruptcy proceeding and (y) Erroneous Payment Subrogation Rights. “Obligations” shall not include Excluded Swap Obligations.

“Obligors” means Borrowers and the Guarantors.

“Official Body” means a government of any nation, and any provincial, territorial, divisional, state, county, regional, city or other political subdivision thereof, and any entity, court, agency, department, commission, board, bureau, regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to law, and any securities exchange or securities regulatory authority.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes or similar Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement or any other Credit Document, except any such Taxes imposed by a jurisdiction described in clause

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(a) of the definition of “Excluded Taxes” with respect to an assignment (other than an assignment made pursuant to Section 8.3).

“Out-of-the-Money Derivative Exposure” has the meaning given to it in the definition of “Derivative Exposure”.

“Participant Register” has the meaning set forth in Section 15.5(b).

“Payment Recipient” has the meaning assigned to it in Section 14.23(a).

“PBGC” means the Pension Benefit Guaranty Corporation and any successor entity performing similar functions

“Permitted Acquisition” means an Acquisition by a Borrower or a Restricted Subsidiary in or with respect to the mining or other natural resources industries;

provided that no Event of Default exists at the time of any such Acquisition and no Event of Default would exist immediately upon the implementation of any such Acquisition and, if such Acquisition is a purchase of Shares, the board of directors or equivalent body of the issuer of such Shares has not taken any specific action to object to or hinder such purchase.

“Permitted Debt Investment” means any of the following Debt Investments by any Borrower or any Restricted Subsidiary:

(a)    Receivables owing to a Borrower or any Restricted Subsidiaries, and advances to suppliers and other extensions of trade credit, in each case if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(b)    intercompany Debt Investments in (i) Restricted Subsidiaries and (ii) Unrestricted Subsidiaries (including in connection with a designation of a Restricted Subsidiary as an Unrestricted Subsidiary) in an amount not to exceed $50,000,000;

(c)    non-cash consideration received in connection with sales of property or assets permitted hereunder;

(d)    Debt Investments existing as of the Closing Date as set forth on Schedule 11.2(g);

(e)    provided that no Event of Default has occurred and is continuing at the time such transaction is consummated or would arise immediately upon the consummation thereof, Debt Investments made in connection with or in support of a Royalty Transaction or Metal Streaming Transaction;

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(f)    Debt Investments to employees of any Borrower or any Restricted Subsidiary to finance travel, entertainment and relocation expenses and other ordinary business purposes;

(g)    customary deposits in connection with operating leases and good faith deposits made in connection with an acquisition otherwise permitted hereunder;

(h)    Cash Equivalents; and

(i)    other Debt Investments in an aggregate amount not to exceed $25,000,000.

“Permitted Investment” means an Investment (other than a Debt Investment) by any Borrower or any Restricted Subsidiary in or with respect to the mining or other natural resources industries; provided that no Event of Default exists at the time of any such Investment and no Event of Default would exist immediately upon the implementation of any such Investment.

“Permitted Liens” means:

(a)    Liens for taxes, assessments, charges or levies arising under Requirements of Law not at the time due or as to which the period of grace (not to exceed 30 days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with GAAP;

(b)    the Lien of any judgment rendered to the extent such judgment secured thereby shall not, either individually or in the aggregate, result in an Event of Default under Section 13.1(g) or the Lien of any claim filed which is being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with GAAP so long as forfeiture of any part of such property or assets will not result from the failure to satisfy such judgment or claim during the period of such contest;

(c)    Liens and charges incidental to construction or current operations which have not at such time been filed pursuant to Requirements of Law or which relate to obligations not due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with GAAP so long as forfeiture of any part of such property or assets will not result from the failure to pay such obligations during the period of such contest;

(d)    restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons which in the aggregate do not materially impair the usefulness, in the operation of the business of Borrowers or any Restricted Subsidiary, of the property subject to such

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restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other persons;

(e)    the right reserved to or vested in any Official Body by the terms of any lease, licence, franchise, grant or permit acquired by any Borrower or any Restricted Subsidiary or by any Requirement of Law, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(f)    the Lien resulting from the deposit of cash or securities (i) in connection with contracts, tenders or expropriation proceedings, or (ii) to secure workers’ compensation, surety or appeal bonds, costs of litigation when required by applicable Requirements of Law and public and statutory obligations, or (iii) in connection with the discharge of Liens or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar Liens;

(g)    security given to a public utility or any Official Body when required by such public utility or Official Body in connection with the operations of any Borrower or any Restricted Subsidiary, all in the ordinary course of business;

(h)    title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the property for the purpose for which it is held;

(i)    applicable municipal and other Official Body restrictions affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with and will not materially impair the use of the property for the purpose for which it is held;

(j)    Liens on minerals or the proceeds of sale of such minerals arising or granted pursuant to a processing arrangement entered into in the ordinary course and upon usual market terms, securing the payment of a Borrower’s or a Restricted Subsidiary’s portion of the fees, costs and expenses attributable to the processing of such minerals under any such processing arrangement, but only insofar as such Liens relate to obligations which are at such time not past due;

(k)    Liens to secure Indebtedness under Capital Leases and Purchase Money Indebtedness provided the aggregate amount of such Indebtedness does not, at any particular time, exceed $15,000,000;

(l)    landlords’ Liens arising in the ordinary course of business;

(m)    Liens on assets acquired by a Borrower or Restricted Subsidiary in connection with a Permitted Acquisition, which Liens existed prior to, and

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were not created in connection with or in contemplation of, such Permitted Acquisition;

(n)    (i) Liens on Shares of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements;

(o)    Liens securing payment obligations of a Borrower or a Restricted Subsidiary relating to Indebtedness in an aggregate outstanding principal amount equal to, at any given time, an amount not exceeding 3% of the value of Borrowers’ and Restricted Subsidiaries’ total consolidated assets minus goodwill at such time as reported in the most recent audited financial statements delivered pursuant to Section 11.1(a)(i), such amount, for certainty, being exclusive of all other Indebtedness referenced in this definition of “Permitted Liens”;

(p)    Liens existing on the Closing Date and set forth on Schedule 11.2(a);

(q)    any Lien with respect to interests in pre-feasibility, feasibility or development stage properties not currently producing Metals; provided that such Liens do not secure Indebtedness;

(r)    Liens on assets owned by, and on the Shares of, Subsidiaries whose Shares are not pledged as security for the Obligations, in each case securing Indebtedness of such Subsidiaries that is permitted hereunder;

(s)    Liens on unearned insurance premiums securing the financing thereof to the extent permitted under Section 11.2(xii);

(t)    the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown or in comparable grants, if any, in jurisdictions other than Canada; and

(u)    the extension, renewal or refinancing of any Permitted Lien, provided that the amount so secured does not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Lien is not extended to any additional property and the Lien has no greater priority than such Permitted Lien prior to giving effect to such extension, renewal or refinancing.

“Periodic Term SOFR Determination Day” has the meaning specified in paragraph (a) of the definition of “Term SOFR”.

“Person” means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

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“Post-Acquisition Period” shall mean, with respect to any acquisition of any Acquired Entity or Asset, the period beginning on the date such acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such acquisition is consummated.

“Process Agent” has the meaning specified in Section 15.10.

“Pro Forma Adjustment” means, for any relevant period of measurement that includes all or any part of a Fiscal Quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Asset or the EBITDA of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP, the pro forma increase or decrease in such Acquired EBITDA or such EBITDA, as the case may be, projected by Borrowers in good faith as a result of the acquisition of an Acquired Entity or Asset during the full Post-Acquisition Period; provided that any such pro forma increase or decrease to such Acquired EBITDA or such EBITDA, as the case may be, shall be without duplication for amounts already included in such Acquired EBITDA or such EBITDA, as the case may be, for such relevant period.

“Pro Forma Basis” and “Pro Forma Compliance” means with respect to compliance with any test or covenant hereunder, that (a) to the extent applicable, the Pro Forma Adjustment shall have been made, and (b) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (i) income statement items (whether positive or negative) attributable to the assets, property or Person subject to such Specified Transaction, (A) in the case of a sale, transfer or other disposition of all or substantially all stock in any Subsidiary shall be excluded, and (B) in the case of an acquisition described in the definition of Specified Transaction, shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by a Borrower or a Restricted Subsidiary in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided, that, without limiting the application of the Pro Forma Adjustment pursuant to (a) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of EBITDA and give effect to events (including operating expense reductions) that are (w) directly attributable to such transaction, (x) expected to have a continuing impact on Borrowers and the Restricted Subsidiaries, (y) factually supportable, or (z) otherwise consistent with the definition of Pro Forma Adjustment.

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“Pro Forma Certificate” means any certificate of a Responsible Officer of Borrower Representative delivered to the Administrative Agent with respect to any calculation of a Pro Forma Adjustment or to demonstrate Pro Forma Compliance.

“Pro Rata Share” means, at any particular time with respect to a particular Lender, the ratio of the Individual Commitment of such Lender at such time to the aggregate of the Individual Commitments of all Lenders at such time.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Indebtedness” means Indebtedness assumed by a Borrower or a Restricted Subsidiary as part of, or issued or incurred by a Borrower or any Restricted Subsidiary to pay or provide funds to pay, all or a part of the purchase price of any equipment hereafter or previously acquired by such Borrower or such Restricted Subsidiary.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Obligor that has total assets exceeding $10,000,000 at the time the guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Bank” means a person or entity including any commercial bank or financial institution (irrespective of its jurisdiction of organization) which effectively conducts banking activities with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all in accordance with the Swiss Guidelines.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating of any Hazardous Material into or through the Environment, or into, from or through any building, facility or structure.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee

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officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Replacement Lender” means a new Lender that has agreed to accept an Individual Commitment pursuant to and in accordance with Section 8.3.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Representative” means any employee, director, financial advisor, attorney or Affiliate of any Credit Party.

“Requirement of Law” means each law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, regulation, approval or other direction of any Official Body, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means as to (a) U.S. Borrower, any of the President, the Chief Executive Officer or the Chief Financial Officer or (b) any other Obligor, any duly authorized officer thereof.

“Restricted Subsidiary” means any Subsidiary of a Borrower other than an Unrestricted Subsidiary.

“RG International” means Royal Gold International Holdings, Inc., a Delaware corporation.

“RG Royalties” means RG Royalties, LLC, a limited liability company organized under the laws of the State of Delaware and f/k/a RG Mexico, Inc.

“RGLD Gold (Canada)” has the meaning set forth in the preamble.

“RGLD Holdings” has the meaning set forth in the preamble.

“Rollover Notice” shall have the meaning ascribed thereto in Section 5.2.

“Royalty Transaction” means a transaction pursuant to which any Borrower or any Restricted Subsidiary acquires (by deed, contract or otherwise) the right to any share of mineral production (or interest based thereon) from a mine, mining project or similar property, and all Metals received or receivable with respect thereto, including gross smelter return royalties, net smelter return royalties, overriding royalties, non-participating royalties, production payments, net profit interests and all other mineral royalties or other interests in production of every

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type and characterization, whether constituting a real property or a personal property interest as set forth in the definitive documents for such transaction, as amended, restated, modified, revised, supplemented, extended, continued, replaced or renewed in accordance with their terms; provided, however, “Royalty Transaction” shall not include a Metal Streaming Transaction.

“S&P” means Standard & Poor’s Ratings Service or any successor by merger or consolidation to its business.

“Sanctioned Country” means a country, region or territory that is itself the subject or target of Sanctions Laws and for which the sanctions program extends beyond listed Sanctioned Persons.

“Sanctioned Person” means any of the following currently or in the future: (i) an entity, vessel, or individual named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC (as defined under Sanctions Laws) currently available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or on the consolidated list of persons, groups, and entities subject to EU financial sanctions currently available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm; or (ii) anyone more than 50-percent owned by an entity or individual described in (i) above; or (iii) (A) an agency or instrumentality of, or an entity owned or controlled by, the government of a Sanctioned Country, (B) an entity organized under the laws of a Sanctioned Country, or (C) an individual who is ordinarily resident or located in a Sanctioned Country, each to the extent that the agency, instrumentality, entity, or individual is the target of a sanctions program administered by OFAC; or (v) any other Person with whom any Borrower or any of its Subsidiaries is prohibited or restricted from transacting or otherwise dealing under any Sanctions Laws.

“Sanctions Laws” means the laws, regulations and rules promulgated or administered by the US Office of Foreign Assets Control of Department of the Treasury (“OFAC”) to implement US sanctions programs, including any enabling legislation or Executive Order related thereto, as amended from time to time; the US Comprehensive Iran Sanctions, Accountability, and Divestment Act and the regulations and rules promulgated thereunder (“CISADA”), as amended from time to time; the US Iran Threat Reduction and Syria Human Rights Act and the regulations and rules promulgated thereunder (“ITRA”), as amended from time to time; the US Iran Freedom and Counter-Proliferation Act and the regulations and rules promulgated thereunder (“IFCA”); the sanctions and other restrictive measures applied by the European Union in pursuit of the Common Foreign and Security Policy objectives set out in the Treaty on European Union; and any similar sanctions laws as may be enacted from time to time in the future by the U.S. (including, without limitation, by OFAC and the U.S. Department of State), the European Union (and its Member States), His Majesty’s Treasury or the Security Council or any other legislative body of the United Nations; and any corresponding sanctions laws of jurisdictions in which any Borrower or any of its

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Subsidiaries operates or in which the proceeds of the Loans will be used or from which repayments of the Obligations will be derived.

“Second Amendment Fee Letter” means that certain Fee Letter, dated as of June 3, 2019, by and among U.S. Borrower and the Lead Arrangers.

“Securities Exchange Act” means the Securities Exchange Act of 1934, together with any amendment thereto or replacement thereof and any rules or regulations promulgated thereunder.

“Shares” means, as applied to the shares of any corporation or other entity, the shares or other ownership interests of every class whether now or hereafter authorized, regardless of whether such shares or other ownership interests shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of such corporation or other entity.

“Sixth Amendment” means that certain Amendment No. 6 to Revolving Facility Credit Agreement, dated as of June 26, 2025, by and among Borrowers, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Sixth Amendment Effective Date” has the meaning set forth in the Sixth Amendment.

“Sixth Amendment Fee Letter” means that certain Fee Letter, dated as of 26, 2025, by and among U.S. Borrower and the Lead Arrangers.

“SOFR” means a rate per annum equal to the secured overnight financing rate for such Banking Day published by the SOFR Administrator on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time).

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

“Solvent” means, with respect to any Person on any date of determination, that on such date, and after giving effect to any right of contribution, indemnification, reimbursement or similar right from or among the Obligors, (a) the fair value of the property of such Person is greater than the total amount of liabilities, including

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contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to incur, or believes that it will incur, debts and liabilities beyond its ability to pay such debts and liabilities as they become absolute and matured, (d) such Person does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Transaction” means, with respect to any period, (i) any event, action or transaction that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”, (ii) any investment, acquisition, sale, transfer or other disposition of assets (including Royalty Transactions and Metal Streaming Transactions), and (iii) incurrence or repayment of Indebtedness or dividend.

“Subsidiary” means, with respect to any Person, any corporation, company or other similar business entity (including, for greater certainty, a Canadian chartered bank) of which more than fifty per cent (50%) of the outstanding Shares or other equity interests (in the case of Persons other than corporations) having ordinary voting power to elect a majority of the board of directors or the equivalent thereof of such corporation, company or similar business entity (irrespective of whether at the time Shares of any other class or classes of the Shares of such corporation, company or similar business entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person. Unless context otherwise requires, each reference to a Subsidiary herein and in any other Credit Document shall be a reference to a Subsidiary of a Borrower.

“Swap Obligations” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swiss 10 Non-Bank Rule” means the rule that the aggregate number of Lenders of any Borrower under this Agreement which are not Qualifying Banks must not at any time exceed 10 (ten), all in accordance within the meaning of the Swiss Guidelines and the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

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“Swiss 20 Non-Bank Rule” means the rule that the aggregate number of creditors (including the Lenders), other than Qualifying Banks of the Swiss Borrower under all outstanding loans, facilities and/or private placements (including under this Agreement) must not at any time exceed twenty (20), in each case in accordance with the meaning of the Swiss Guidelines and the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Federal Tax Administration” means the tax authorities referred to in article 34 of the Swiss Withholding Tax Act.

“Swiss Guidelines” means, collectively, circular letter no. 47 of 25 July 2019 (1-047-DVS-2019)in relation to bonds (Kreisschreiben Nr. 47 betreffend “Obligationen” vom 25. Juli 2019), the guideline S-02.123 in relation to interbank transactions of September 22, 1986 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.123 vom 22. September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger Banken sind (“Interbankguthaben”)), circular letter no. 46 of 24 July 2019 (1-046-DVS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen” vom 24. Juli 2019), the guideline S-02.130.1 in relation to accounts receivable of Swiss debtors of April 1999 (Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”), the circular letter no. 15 of October 3, 2017 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss federal withholding tax and Swiss federal stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben” vom 3. Oktober 2017), the circular letter No. 34 of 26 July 2011 in relation to customer credit balances (Kreisschreiben Nr. 34 (“Kundenguthaben”) vom 26. Juli 2011) and the practice note 010-DVS-2019 of 5 February 2019 regarding Swiss Withholding Tax; credit balances within the Group (“Mitteilung-010-DVS-2019-d vom 5. Februar 2019 - Verrechnungssteuer: Guthaben im Konzern”), in each case, as issued, and as amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.

“Swiss Withholding Tax” means any taxes imposed under the Swiss Withholding Tax Act.

“Swiss Withholding Tax Act” means the Swiss Federal Act on the Withholding Tax (Bundesgesetz über die Verrechnungssteuer) of October 13, 1965, as amended from time to time (SR 642.21), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

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“Taxes” means all present or future taxes, levies, duties, withholdings (including backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means

(a)    for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)    for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Alternate Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Alternate Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Alternate Base Rate Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

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“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Third Amendment” means that certain Amendment No. 3 to Revolving Facility Credit Agreement, dated as of September 20, 2019, by and among Borrowers, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Third Amendment Effective Date” has the meaning set forth in the Third Amendment.

“Total Commitment Amount” means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

“Total Indebtedness” means, at any particular time, the aggregate Indebtedness of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP at such time.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S.” and “United States” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Unrestricted Subsidiary” means (i) any Subsidiary of a Borrower set forth on Schedule 11.1(q) and (ii) any Subsidiary of a Borrower that has been designated as such in accordance with Section 11.1(q); provided that in no event shall a Borrower or a Guarantor be an Unrestricted Subsidiary.

“Voting Stock” means Shares of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to

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elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time Shares of any other class or classes shall have or might have voting power by reason or the happening of any contingency).

“Withholding Agent” means any Obligor, the Administrative Agent and any other withholding agent within the meaning of U.S. Treasury Regulation Sections 1.1441-7 and 1.1473-1.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2    Other Usages

References to “this Agreement”, “the agreement”, “hereof”, “herein”, “hereto” and like references refer to this Agreement and not to any particular Article, Section or other subdivision of this Agreement. Any references herein to any agreements or documents shall mean such agreements or documents as amended, modified, supplemented or restated from time to time in accordance with the terms hereof and thereof. Any reference herein to any provision of any law or regulation shall be a reference to that provision as amended, supplemented, replaced or re-enacted. References to “include” and “including” shall be read and construed as being followed by the phrase “without limitation”.

1.3    Plural and Singular

Where the context so requires, words importing the singular number shall include the plural and vice versa.

1.4    Headings

The division of this Agreement into Articles and Sections and the insertion of headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

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1.5    Currency

Unless otherwise specified herein, all statements of or references to dollar amounts in this Agreement shall mean lawful money of the United States.

1.6    Applicable Law; Submission to Jurisdiction.

This agreement shall be governed by and construed in accordance with the laws of the State of New York. Each Obligor hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in New York, New York (and any appellate court thereof) over any legal action or proceeding with respect to this Agreement or any other Credit Document and each Obligor hereby irrevocably agrees that all claims in respect of any such proceeding may be heard and determined in such state court, or, to the extent permitted by law, in such federal court. Each Obligor hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum or improper venue to the maintenance of any such proceeding. Each Obligor irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party to the address prescribed by Section 15.1, such service to become effective five (5) Banking Days after such mailing. Each Obligor agrees that a final judgment in any such proceeding shall be conclusive and may be executed upon and enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein shall limit the right of the Administrative Agent or any Lender to serve legal process in any other manner permitted by applicable Requirements of Law or to commence legal proceedings or otherwise proceed against any Obligor or its property in any other jurisdiction. The taking of any proceedings in any one or more jurisdictions shall not preclude the taking of any proceedings in any other jurisdiction.

1.7    Time of the Essence

Time shall in all respects be of the essence of this Agreement.

1.8    Non-Banking Days

Subject to Section 7.5(c), whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Banking Day, such payment shall be made or such action shall be taken on the next succeeding Banking Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon.

1.9    Consents and Approvals

Whenever the consent or approval of a party hereto is required in a particular circumstance, unless otherwise expressly provided for therein, such consent or approval shall not be unreasonably withheld, conditioned or delayed by such party.

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1.10    Amount of Credit

Any reference herein to the amount of credit outstanding shall mean, at any particular time, in the case of a SOFR Loan or Base Rate Loan, the principal amount thereof.

1.11    Schedules and Exhibits

Each and every one of the schedules and exhibits which is referred to in this Agreement and attached to this Agreement shall form a part of this Agreement.

1.12    Extension of Credit

For the purposes hereof, each drawdown, rollover and conversion shall be deemed to be an extension of credit to Borrowers hereunder.

1.13    Rule of Construction

The Credit Documents have been negotiated by each party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of the Credit Documents.

1.14    Accounting Terms – GAAP

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP; provided that, if the Borrower Representative shall notify the Administrative Agent that it wishes to amend any covenant in Section 11.1(l) or (m) (or the definitions used therein) to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Representative that the Majority Lenders wish to amend Section 11.1(l) or (m) or any definition used therein for such purpose), then compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to Borrowers and the Majority Lenders.

1.15    Successors and Permitted Assigns of Parties

Any reference in this Agreement to a party to this Agreement shall include the successors and permitted assigns of such party.

1.16    Delaware LLC Division

Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or

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similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.17    Rates.

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 2 CREDIT FACILITY

2.1    Establishment of Credit Facility

Subject to the terms and conditions hereof, the Lenders hereby establish in favor of Borrowers a revolving credit facility (the “Credit Facility”) in the amount of $1,400,000,000, as such amount may be reduced pursuant to Section 2.3 and increased pursuant to Section 2.5.

2.2    Lenders’ Commitments

Subject to the terms and conditions hereof, the Lenders severally agree to extend credit to Borrowers under the Credit Facility from time to time provided that the aggregate amount of credit extended by each Lender under the Credit Facility shall not at any time exceed the Individual Commitment of such Lender and further provided that the aggregate amount of

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credit outstanding under the Credit Facility shall not at any time exceed the amount of the Credit Facility. All credit requested under the Credit Facility shall be made available to Borrowers contemporaneously by all of the Lenders. Each Lender shall provide to Borrowers its Pro Rata Share of each credit, whether such credit is extended by way of drawdown, rollover or conversion. No Lender shall be responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any credit under the Credit Facility nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender in extending credit under the Credit Facility. The failure of any Lender to make available to Borrowers its Pro Rata Share of any credit under the Credit Facility shall not relieve any other Lender of its obligation hereunder to make available to Borrowers its Pro Rata Share of such credit under the Credit Facility.

2.3    Reduction of Credit Facility

Borrowers may, from time to time and at any time, by notice in writing from the Borrower Representative to the Administrative Agent, permanently reduce the Credit Facility in whole or in part to the extent it is not being utilized at the time such notice is given, provided that such reduction shall not become effective until three (3) Banking Days after such notice has been given. The amount of the Credit Facility will be permanently reduced with respect to the repayment made in accordance with Section 9.1 but shall not be permanently reduced with respect to any voluntary prepayment made in accordance with Section 9.2. Any repayment of outstanding credit which forms part of any conversion from one type of credit to another type of credit under Article 3 or Article 6 or of any rollover under Article 5 shall not cause any reduction in the amount of the Credit Facility. Upon any reduction of the Credit Facility, the Individual Commitment of each Lender shall thereupon be reduced by an amount equal to such Lender’s Pro Rata Share of the amount of such reduction of the Credit Facility.

2.4    Termination of Credit Facility

(a)    The Credit Facility shall terminate upon the earliest to occur of:

(i)    the termination of the Credit Facility in accordance with Section 13.1;

(ii)    the date on which the Credit Facility has been permanently reduced to zero pursuant to Section 2.3; and

(iii)    the Maturity Date.

(b)    Upon the termination of the Credit Facility, the right of Borrowers to obtain any credit thereunder and all of the obligations of the Lenders to extend credit thereunder shall automatically terminate.

2.5    Incremental Loans. [Exercised August 5, 2025]

(a)    Borrowers may at any time and from time to time after the Closing Date by written notice from the Borrower Representative to the Administrative Agent (whereupon the Administrative Agent shall make such notice available to each of

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the Lenders) request one or more additional new revolving loan tranches (an “Incremental Loan”) increasing the aggregate amount of the commitments hereunder (each such increase, a “Commitment Increase”) in an aggregate amount not to exceed $400,000,000 from any existing Lender or, subject to compliance by the Swiss Borrower with the Non-Bank Rules, an Additional Incremental Lender (which Additional Incremental Lender shall become a “Lender” hereunder subject to the prior consent of the Administrative Agent and Borrowers, such consent not to be unreasonably withheld, conditioned or delayed). Each such written notice shall specify: (i) the date on which Borrowers propose that the Commitment Increase shall be effective (the “Loan Increase Effective Date”), which shall be a date not less than ten (10) Banking Days after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of such proposed Commitment Increase (which shall not exceed an aggregate of $400,000,000 for all Commitment Increases), and (iii) the identity of each Lender (including each Additional Incremental Lender) to whom Borrowers propose each portion of such Commitment Increase and related Incremental Loan be allocated and the amount of each such allocation. No existing Lender will have any obligation to accept or make any portion of any Incremental Loan or to make any Loan associated with any Commitment Increase. Each Lender, in its sole discretion, may either grant or deny any increase in its respective commitment.

(b)    A Commitment Increase shall become effective as of the Loan Increase Effective Date; provided that each of the following conditions precedent is satisfied:

(i)    no Default or Event of Default shall have occurred and be continuing or would result from any borrowing to be made as of the Loan Increase Effective Date or otherwise with respect to the Commitment Increase;

(ii)    the representations and warranties made by Borrowers herein shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by materiality or Material Adverse Effect) on and as of the Loan Increase Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date (in which event such representations and warranties shall have been true and correct in all material respects (or in all respects to the extent otherwise qualified by materiality or Material Adverse Effect) on and as of such earlier date);

(iii)    the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the U.S. Borrower certifying clauses (i) and (ii); and

(iv)    the Commitment Increase has been accepted by one or more Lenders or Additional Incremental Lenders.

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(c)    The terms and conditions of any Incremental Loan made pursuant to a Commitment Increase shall be as follows:

(i)    on and after each Loan Increase Effective Date, each Lender (including Additional Incremental Lender(s)) shall be obligated, to the extent of its commitment, in accordance with the requirements set forth in this Agreement to provide Loans to Borrowers under each Incremental Loan subject to Borrowers’ compliance with the terms and conditions of this Agreement applicable to all Loans, including with respect to borrowing procedures and conditions precedent to all Loans;

(ii)    each Commitment Increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; and

(iii)    each Commitment Increase shall be documented pursuant to an incremental joinder agreement (the “Incremental Joinder”) reasonably satisfactory to the Administrative Agent, executed by Borrowers, the Administrative Agent and each Lender making such Incremental Loan. The Incremental Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.5. In addition, unless otherwise specifically provided herein, all references in this Agreement or any other Credit Document to Loans shall be deemed to include a reference to Incremental Loans that are Loans made pursuant to this Agreement.

(d)    Prior to each respective Loan Increase Effective Date, the Administrative Agent shall receive from each Additional Incremental Lender an administrative questionnaire in the form reasonably satisfactory to the Administrative Agent or, in the case of an existing Lender, an update to such administrative questionnaire and the Administrative Agent shall adjust each Lender’s Pro Rata Share to account for each such Lender and/or Additional Incremental Lender and each Commitment Increase and related Incremental Loan.

(e)    The Incremental Loans and Commitment Increases established pursuant to this Section 2.5 shall constitute Loans and Individual Commitments for all purposes under, and shall be entitled to all the rights, benefits and remedies afforded by this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably, on a pari passu basis, from the guarantees of the Guarantors.

(f)    Each Lender providing an Incremental Loan or a Commitment Increase on the Loan Increase Effective Date shall make a Loan, the proceeds of which will be used to prepay the Loans of the other Lenders immediately prior to such Loan Increase Effective Date, so that, after giving effect thereto, the Loans outstanding

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are held by the Lenders pro rata based on their Individual Commitments after giving effect to such Loan Increase Effective Date. If there is a new borrowing of Loans on such Loan Increase Effective Date, the Lenders after giving effect to such Loan Increase Effective Date shall make such Loans in accordance with Article 3.

ARTICLE 3 GENERAL PROVISIONS RELATING TO CREDITS

3.1    Types of Credit Commitments

Subject to the terms and conditions hereof, Borrowers may obtain credit from the Lenders under the Credit Facility through the Branch of Account by way of one or more Base Rate Loans and SOFR Loans. Any extension of credit hereunder by way of Base Rate Loans or SOFR Loans shall be in a minimum amount of $1,000,000.

3.2    Funding of Loans

Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the applicable Borrower as designated in such Drawdown Notice on the date of the extension of credit by crediting the applicable Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such portion of the Loan available to the Administrative Agent on the date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount is made available to the applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, Borrowers shall, without prejudice to any rights that Borrowers might have against such Lender, repay such amount to the Administrative Agent forthwith promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower Representative (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative Agent required herein, the amount so paid shall constitute such Lender’s Pro

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Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against Borrowers in respect of such Loan. Each Lender may, at its option, make available its Pro Rata Share of any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that, any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

3.3    Failure or Declination of Lender to Fund Loan

If any Defaulting Lender fails to make available to the Administrative Agent its Pro Rata Share of any Loan under the Credit Facility as required and the Administrative Agent has not funded pursuant to Section 3.2, the Administrative Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower Representative and the other Lenders and such notice shall state that any Lender may make available to the Administrative Agent all or any portion of the Defaulting Lender’s Pro Rata Share of such Loan (but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place and stead of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place and stead of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its pro rata share of such advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place and stead of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place and stead, forthwith on demand, any amount advanced on its behalf together with interest thereon at the then prevailing interbank rate for each day from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Loan from Borrowers. In addition to interest as aforesaid, Borrowers shall pay all amounts owing by Borrowers to the Defaulting Lender hereunder (with respect to the amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender) to the Contributing Lenders until such time as the Defaulting Lender pays to the Administrative Agent for the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender;

3.4    Timing of Credit Commitments

No SOFR Loan under the Credit Facility may have a maturity date later than the Maturity Date.

3.5    Inability to Determine Rates.

Subject to Section 3.6, if, on or prior to the first day of any Interest Period for any SOFR Loan:

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(a)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or

(b)    the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative Agent will promptly so notify the Borrower Representative and each Lender.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of a Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the relevant Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 8.4. Subject to Section 3.6, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

3.6    Benchmark Replacement Setting

(a)    Benchmark Replacement.

(i)    Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or

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consent of any other party to, this Agreement or any other Credit Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the credit spread adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause(b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(ii)    No Hedging Agreement shall constitute a “Credit Document” for purposes of this Section 3.6.

(b)    Benchmark Replacement Conforming Changes.

In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

(c)    Notices; Standards for Decisions and Determinations.

The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower Representative of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.6(d) and (v) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.6.

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(d)    Unavailability of Tenor of Benchmark.

Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)    Benchmark Unavailability Period.

Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower Representative may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the relevant Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

3.7    Time and Place of Payments

Unless otherwise expressly provided herein, Borrowers shall make all payments pursuant to this Agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by deposit to the applicable Designated Account before noon (Toronto time) on the day specified for payment and the Administrative Agent shall be entitled to withdraw the amount of any payment due to the Administrative Agent or the Lenders hereunder from such account on the day specified for payment.

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3.8    Remittance of Payments

Forthwith after the withdrawal from the applicable Designated Account by the Administrative Agent of any payment of principal, interest, fees or other amounts for the benefit of the Lenders pursuant to Section 3.7, the Administrative Agent shall, subject to Sections 3.2 and 8.3, remit to each Lender, in immediately available funds, such Lender’s Pro Rata Share of such payment (except to the extent such payment results from a Loan with respect to which a Defaulting Lender had failed, pursuant to Section 3.2, to make available to the Administrative Agent its Pro Rata Share and, where any other Lender has made funds available in the place and stead of such Defaulting Lender); provided that if the Administrative Agent, on the assumption that it will receive, on any particular date, a payment of principal (including, without limitation, a prepayment), interest, fees or other amount under the Credit Facility, remits to each Lender its Pro Rata Share of such payment and Borrowers fail to make such payment, each Lender agrees to repay to the Administrative Agent, forthwith on demand, to the extent that such amount is not recovered from Borrowers on demand and after reasonable efforts by the Administrative Agent to collect such amount (without in any way obligating the Administrative Agent to take any legal action with respect to such collection), such Lender’s Pro Rata Share of the payment made to it pursuant hereto together with interest thereon at the then prevailing interbank rate for each day from the date such amount is remitted to the Lenders until the date such amount is paid or repaid to the Administrative Agent, the exact amount of the repayment required to be made by the Lenders pursuant hereto to be as set forth in a certificate delivered by the Administrative Agent to each Lender, which certificate shall constitute prima facie evidence of such amount of repayment.

3.9    Evidence of Indebtedness

The Administrative Agent shall maintain accounts wherein the Administrative Agent shall record the amount of credit outstanding, each payment of principal and interest on account of each Loan and all other amounts becoming due to and being paid to the Lenders or the Administrative Agent hereunder, including, standby fees. The Administrative Agent’s accounts constitute, in the absence of manifest error, prima facie evidence of the indebtedness of Borrowers pursuant to this Agreement.

3.10    Notice Periods

Subject to the following sentence, each Drawdown Notice, Rollover Notice, Conversion Notice and Prepayment Notice shall be given to the Administrative Agent prior to noon (Toronto time) (i) three (3) U.S Government Securities Business Days prior to the date of any voluntary prepayment or the date of any drawdown, rollover or conversion in respect of SOFR Loans and (ii) on the date of any voluntary prepayment or the date of any drawdown, rollover or conversion in respect of Base Rate Loans.

3.11    Extensions of Maturity.

(a)    Borrowers may, by notice from the Borrower Representative to the Administrative Agent (who shall promptly notify the Lenders) at any time,

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request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”).

(b)    Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is twenty (20) days after such Lender receives notice from the Administrative Agent notifying such Lender of the Administrative Agent’s receipt of a notice from the Borrower Representative pursuant to Section 3.11(a), advise the Administrative Agent whether or not such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto.

(c)     The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Borrowers, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”).

(d)    Subject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date).

(e)    Effective as of the effective date of the applicable Extension Amendment (the “Extension Effective Date”), the Maturity Date of each the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and of each New Extending Lender shall be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement.

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(f)    Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section 3.11 unless (i) on the Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2.

(g)    This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary.

3.12    Joint and Several Liability of Borrowers.

(a)    Notwithstanding anything in this Agreement or any other Credit Document to the contrary, but in any event subject to the limitations and requirements set out in Section 3.13, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under this Agreement and the other Credit Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be liable for all amounts due to the Administrative Agent and Lenders under this Agreement, regardless of which Borrower actually receives the Loans hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. All Loans, upon funding, shall be deemed to be jointly funded to and received by each of Borrowers. The Obligations of Borrowers with respect to Loans made to one of them, and the Obligations arising as a result of the joint and several liability of one of Borrowers hereunder with respect to Loans made to the other Borrower hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers.

(b)    If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligations.

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(c)    The obligations of each Borrower under this Section 3.12 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower.

(d)    The provisions of this Section 3.12 hereof are made for the benefit of the Lenders and may be enforced from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Administrative Agent first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.12 shall remain in effect until a payment in full of the Obligations. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.12 hereof will forthwith be reinstated and in effect as though such payment had not been made.

(e)    Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including the Bankruptcy Code of the United States).

(f)    With respect to the Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Loans or other extensions of credit made to any other Borrower hereunder, to the maximum extent permitted by applicable law, each Borrower waives, until a payment in full of the Obligations, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender. Any claim which any Borrower may have against any other Borrower with respect to any payments to the Administrative Agent or Lenders hereunder or under any of the other Credit Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior Maturity Date. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under applicable law, Administrative Agent may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, any or all of them or (ii) with respect to Obligations of

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any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations. Each Borrower waives all other acts or omissions to act or delay of any kind by the Administrative Agent, any Lender or any other person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of its obligations hereunder, and each Borrower waives all other defense available to a guarantor or surety, whether at law or in equity. Subject to the foregoing, in the event that a Loan or other extension of credit is made to, or with respect to business of, one Borrower and any other Borrower makes any payments with respect to such Loan or extension of credit, the first Borrower shall promptly reimburse such other Borrower for all payments so made by such other Borrower.

(g)    Each of Borrowers waives any defense based on or arising out of any defense of the other Borrower, any guarantor or any other party other than payment in full of the Obligations (other than contingent indemnity obligations), including without limitation any defense based on or arising out of the disability of the other Borrower, any guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment in full of the Obligations. Each of Borrowers waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Agreement, and notices of the existence, creation or incurring of new, additional, restated or continued Obligations.

3.13    Swiss limitations

(a)    If and to the extent that the Swiss Borrower becomes liable under the Credit Documents for obligations of any other Obligor (other than direct or indirect subsidiaries of the Swiss Borrower provided that any minority shareholders of such subsidiaries are not Affiliates of the Swiss Borrower) and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Swiss Borrower or would otherwise be restricted under then applicable Swiss law (the “Restricted Obligations”), the aggregate liability of the Swiss Borrower for Restricted Obligations shall be limited at such time to the maximum amount of the Swiss Borrower’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (i) the aggregate share capital and (ii) statutory reserves (including reserves for own shares and revaluations), to the extent such reserves cannot be transferred into unrestricted, distributable reserves and taking into account (by way of deducting) any upstream

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or cross-stream loans not granted on arm’s length terms (the “Available Amount”). The Available Amount shall be determined on the basis of an audited annual or interim balance sheet of the Swiss Borrower provided that (1) this limitation shall only apply to the extent it is a requirement under applicable Swiss law at the time the Swiss Borrower is required to perform under the Restricted Obligations and (2) such limitation shall not free the Swiss Borrower from its obligations in excess of the Available Amount, but merely postpone the performance date therefor until such times as performance is again permitted.

(b)    In relation to payments made under the Restricted Obligations, the Swiss Borrower shall:

(i)    ensure that such payment can be made without deduction of Swiss Withholding Tax, or at a reduced rate, by discharging the liability to withhold such Swiss Withholding Tax by notification pursuant to applicable law rather than payment of the Swiss Withholding Tax (and the Swiss Borrower shall promptly deliver to the Administrative Agent a copy of each such notification made);

(ii)    to the extent such notification procedure does not apply and if and to the extent required by applicable law and subject to any applicable double tax treaties in force at the relevant time:

(A)    deduct Swiss Withholding Tax at the applicable rate from any such payment;

(B)    pay any such deduction to the Swiss Federal Tax Administration; and

(C)    notify and provide evidence to the Administrative Agent that the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration; and

(D)    as soon as possible after a deduction for Swiss Withholding Tax is made, ensure that any person which is entitled to a full or partial refund of the Swiss Withholding Tax is in a position to be so refunded, request a refund of such Swiss Withholding Tax under all applicable laws (including any applicable double tax treaties), and in case it has received any refund of the Swiss Withholding Tax, pay such refund to the Administrative Agent promptly upon receipt thereof.

(c)    Where a deduction for Swiss Withholding Tax is required to be made pursuant to paragraph (b) above, the Swiss Borrower shall gross-up any payment under this Section 3.13 (and it shall withhold Swiss Withholding Tax on the grossed-up amount in accordance with paragraph (b) above), subject always to the limitations set out in paragraph 3.13 (a) above. This paragraph (c) is without prejudice to the

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indemnification obligations of any Obligor other than the Swiss Borrower in respect of any amounts deducted for the account of Swiss Withholding Tax.

(d)    If and to the extent requested by the Administrative Agent, the Swiss Borrower shall, promptly implement all such measures and/or promptly procure the fulfilment of all prerequisites allowing it to promptly make the requested payment(s) from time to time, including the following:

(i)    preparation of an audited annual or interim balance sheet of the Swiss Borrower to the extent required by Swiss corporate law, on the basis of which the Available Amount will be determined;

(ii)    confirmation of the auditors of the Swiss Borrower that the relevant requested amount does not exceed the Available Amount;

(iii)    approval by a shareholders’ meeting of the Swiss Borrower of the distribution of the relevant requested amount (within the limits of the Available Amount);

(iv)    if the enforcement of obligations of the Swiss Borrower were limited due to the effects referred to in this Section 3.13 and to the extent permitted by applicable Swiss law, write up or realize any of its assets that are shown in its balance sheet with a book value that is lower than the market value of the assets (in case of realization, however, only if such assets are not necessary for the Swiss Borrower’s business (nicht betriebsnotwendige Aktiven), and/or convert statutory reserves into freely available reserves to the extent such statutory reserves do not need to be maintained by mandatory law; and

(v)    all such other measures necessary or useful, and permitted under applicable Swiss laws, to allow the Swiss Borrower to make prompt payments or perform promptly Restricted Obligations with a minimum of limitations.

3.14    Appointment of the Borrower Representative as Borrower Agent for Requesting Drawdown, Rollovers and Conversions and Receipts of Loans and Statements and Receipts and Sending Notices.

(a)    Each Borrower hereby irrevocably appoints and constitutes the Borrower Representative as its agent to request and receive Loans pursuant to this Agreement and the other Credit Documents from the Administrative Agent or any Lender in the name or on behalf of such Borrower and for all purposes under the Credit Documents, including designation of interest rates, preparation and delivery of Drawdown Notices, Rollover Notices, Conversion Notices, Prepayment Notices and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Credit Documents (including in respect of compliance with covenants), and all

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other dealings with Administrative Agent or any Lender. The Administrative Agent and Lenders may disburse the Loans to such bank account of the Borrower Representative or any Borrower or otherwise make such Loans to any Borrower as the Borrower Representative may designate or direct, without notice to the Swiss Borrower or any other Obligor.

(b)    Each Borrower hereby irrevocably appoints and constitutes the Borrower Representative as its agent to receive statements on account and all other notices from the Administrative Agent and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Credit Documents.

(c)    Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. The Borrower Representative shall inform the other Borrowers of any such notice, election, representation, warranty, agreement or undertaking taken by Borrower Representative on behalf of Borrowers.

(d)    The Borrower Representative hereby accepts the appointment by Borrowers to act as the agent of Borrowers pursuant to this Section 3.14 and shall continue to act in such capacity hereunder so long as this Agreement remains in effect.

(e)    No resignation by or termination of the appointment of Borrower Representative as agent as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Administrative Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Administrative Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Credit Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

ARTICLE 4 DRAWDOWNS

4.1    Drawdown Notice

Subject to the provisions hereof and provided that all of the applicable conditions precedent set forth in Article 12 have been fulfilled by Borrowers or waived by the Lenders as provided in Section 14.14, Borrowers may, from time to time, obtain credit hereunder by the

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Borrower Representative giving to the Administrative Agent an irrevocable notice in substantially the form of Exhibit C hereto (“Drawdown Notice”) in accordance with Section 3.10 and specifying:

(a)    the date the credit is to be obtained;

(b)    Borrower to which such credit is to be made;

(c)    whether the credit is to be obtained by way of Base Rate Loan or SOFR Loan;

(d)    the principal amount of the Loan;

(e)    if the credit is to be obtained by way of SOFR Loan, the applicable Interest Period; and

(f)    the details of any irrevocable authorization and direction pursuant to Section 3.2.

ARTICLE 5 ROLLOVERS

5.1    SOFR Loans

Subject to the provisions hereof and provided that the Borrower Representative has, by giving notice to the Administrative Agent in accordance with Section 5.2, requested the Lenders to continue to extend credit by way of a SOFR Loan to replace all or a portion of an outstanding SOFR Loan as it matures, each Lender shall, on the maturity of such SOFR Loan, continue to extend credit to Borrowers by way of a SOFR Loan (without a further advance of funds to Borrowers) in the principal amount equal to such Lender’s Pro Rata Share of the principal amount of the matured SOFR Loan or the portion thereof to be replaced.

5.2    Rollover Notice

The notice to be given to the Administrative Agent by the Borrower Representative pursuant to Section 5.1 (“Rollover Notice”) shall be irrevocable, shall be given in accordance with Section 3.10, shall be in substantially the form of Exhibit D hereto and shall specify:

(a)    the maturity date of the maturing SOFR Loan;

(b)    the principal amount of the maturing SOFR Loan and the portion thereof to be replaced; and

(c)    the Interest Period or Interest Periods of the replacement SOFR Loans.

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ARTICLE 6 CONVERSIONS

6.1    Converting Loan to Other Type of Loan

Subject to the provisions hereof and provided that Borrower Representative has, by giving notice to the Administrative Agent in accordance with Section 6.2, requested the Lenders to convert all or a portion of an outstanding Loan into another type of Loan, each Lender shall, on the date of conversion (which, in the case of the conversion of all or a portion of an outstanding SOFR Loan, shall be the date on which such Loan matures), continue to extend credit to Borrowers by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (with a repayment and a subsequent advance of funds to Borrowers) in the aggregate principal amount equal to such Lender’s Pro Rata Share of the principal amount of the outstanding Loan or the portion thereof which is being converted.

6.2    Conversion Notice

The notice to be given to the Administrative Agent pursuant to Section 6.1, (“Conversion Notice”) shall be irrevocable, shall be given in accordance with Section 3.10, shall be in substantially the form of Exhibit E hereto and shall specify:

(a)    the type of Loan to be converted;

(b)    the date on which the conversion is to take place;

(c)    the principal amount of the Loan or the portion thereof which is to be converted;

(d)    the type and amount of the Loan into which the outstanding Loan is to be converted; and

(e)    if an outstanding Loan is to be converted into a SOFR Loan, the applicable Interest Period.

6.3    Absence of Notice

So long as no Default or Event of Default has occurred and is continuing, in the absence of a Rollover Notice or Conversion Notice within the appropriate time periods referred to herein, a maturing SOFR Loan in favor of Borrowers shall be automatically rolled over with the same Interest Period originally elected as though a notice to such effect had been given in accordance with Section 5.2; provided that such Interest Period may not extend beyond the Maturity Date.

6.4    Conversion by Lenders

Upon written notice to such effect to the Borrower Representative at such time as an Event of Default has occurred and is continuing, the Administrative Agent may, on the date

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on which such SOFR Loan matures, convert such SOFR Loan into a Base Rate Loan, as though a notice to such effect had been given in accordance with Section 6.2.

ARTICLE 7 INTEREST AND FEES

7.1    Interest Rates

Borrowers shall pay to the Lenders, in accordance with Section 3.7, interest on the outstanding principal amount from time to time of each Loan at the rate per annum equal to:

(a)    in the case of each Base Rate Loan, the Alternate Base Rate plus the Applicable Rate in respect of Base Rate Loans; and

(b)    in the case of each SOFR Loan, Adjusted Term SOFR plus the Applicable Rate in respect of SOFR Loans.

7.2    Calculation and Payment of Interest

(a)    Interest on the outstanding principal amount from time to time of each Base Rate Loan shall accrue from day to day from and including the date on which credit is obtained by way of such Loan to but excluding the date on which such Loan is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 365 or 366, as the case may be.

(b)    Accrued interest shall be paid,

(i)    in the case of interest on Base Rate Loans, monthly in arrears on the last day of each calendar month; and

(ii)    in the case of interest on SOFR Loans, on the last day of the applicable Interest Period; provided that, in the case of Interest Periods of a duration longer than three (3) months, accrued interest shall be paid no less frequently than every three (3) months from the first day of such Interest Period during the term of such Interest Period and on the date on which such SOFR Loans are otherwise required to be repaid.

7.3    General Interest Rules

(a)    All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR Reference Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not

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accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)    Interest on each Loan and on overdue interest thereon shall be payable in the currency in which such Loan is denominated during the relevant period.

(c)    If Borrowers fail to pay any principal, interest, fee or other amount of any nature payable by it to the Administrative Agent or the Lenders hereunder or under any document, instrument or agreement delivered pursuant hereto on the due date therefor, Borrowers shall pay to the Administrative Agent or the Lenders, as the case may be, interest on such overdue amount in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment (as well after as before judgment) at the Default Rate. Such interest on overdue amounts shall become due and be paid on demand made by the Administrative Agent.

(d)    For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

(e)    If any provision of this Agreement would oblige any Borrower or any Obligor to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Requirements of Law or would results in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable Requirements of Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be affected, to the extent necessary (but only to the extent necessary), as follows:

(i)    first, by reducing the amount or rate of interest; and

(ii)    thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

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7.4    Minimum Interest.

(a)    By entering into this Agreement or any amendment agreement relating to this Agreement, the Obligors acknowledge and agree that the Credit Parties have assumed in bona fide that any amounts payable by an Obligor under any Credit Document are not and will not become subject to any tax deduction on account of Swiss Withholding Tax.

(b)    Notwithstanding the preceding paragraph, if a tax deduction is required by law in respect of any amount payable by the Swiss Borrower under any Credit Document and should it be unlawful for the Swiss Borrower to comply with Section 8.6 (Tax) for any reason, where this would otherwise be required by the terms of Section 8.6 (Tax) then:

(i)    the applicable interest rate in relation to that payment shall be the interest rate which would have applied to that payment as provided for by Section 7.2 (Calculation and Payment of Interest) divided by 1 minus the rate at which the relevant tax deduction is required to be made under Swiss domestic tax law and/or applicable tax treaties (where the rate at which the relevant tax deduction is required to be made is for this purpose expressed as a fraction of 1); and

(ii)    the Swiss Borrower shall:

(A)    pay the relevant amount at the adjusted rate in accordance with paragraph (i) above;

(B)    make the tax deduction on the interest so recalculated; and

(C)    all references to a rate of interest under the Credit Documents shall be construed accordingly.

(iii)    To the extent that any amount payable under any Credit Document becomes subject to Swiss Withholding Tax, it is agreed that each relevant Lender and the Swiss Borrower shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary (i) for the Swiss Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or at a reduced rate; or, to the extent such relief at source is not possible, (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded.

(iv)    The Swiss Borrower shall provide the Lenders with such documents and information required for applying for a refund of such Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to a Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after

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deduction of costs, such amount to the Swiss Borrower, unless an Event of Default is continuing.

7.5    Selection of Interest Periods

With respect to each SOFR Loan, the Drawdown Notice, Rollover Notice or Conversion Notice shall specify the duration of the Interest Period provided that:

(a)    Interest Periods shall have a duration from one, three or six months (or, if available to all Lenders, twelve months) (subject to the aggregate number of Interest Periods with different dates outstanding being less than ten (10));

(b)    the first Interest Period for a SOFR Loan shall commence on and include the day on which credit is obtained by way of such Loan and each subsequent Interest Period applicable thereto shall commence on and include the date of the expiry of the immediately preceding Interest Period applicable thereto; and

(c)    if any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day.

7.6    Commitment Fee

Upon the first Banking Day of each Fiscal Quarter and upon the termination of the Credit Facility, Borrowers shall pay in accordance with Section 3.7, to the Lenders, in arrears, a commitment fee, calculated at the rate per annum, on the basis of a year of 365 days, equal to the Applicable Rate under the column “Commitment Fee” on the daily Available Credit during the most recently completed Fiscal Quarter or part thereof, such fee to accrue daily from the date of the execution and delivery of this Agreement to and including the date on which the Credit Facility is terminated. Notwithstanding the foregoing, commitment fees shall cease to accrue on the unfunded portion of any Individual Commitment of a Lender while it is a Defaulting Lender.

7.7    Applicable Rate Adjustment

The changes in the Applicable Rate shall be effective as of the applicable Leverage Ratio calculation date based upon the compliance certificate contemplated under Section 11.1(a)(iii) that has been delivered to the Administrative Agent. If a new Applicable Rate becomes effective during the term of an outstanding Loan, the Administrative Agent shall forthwith determine the amount of any overpayment or underpayment of interest with respect to such Loan and notify the Borrower Representative and the Lenders of such amounts. Such determination by the Administrative Agent shall constitute, in the absence of manifest error, prima facie evidence of the amount of such overpayment or underpayment, as the case may be. In the event of an underpayment, Borrowers shall, upon receipt of such notice by the Borrower Representative, pay to the Lenders in accordance with Section 3.7, the amount of such

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underpayment. In the event of any overpayment, the amount of such overpayment shall be credited to succeeding payments of interest or fees, as the case may be, as they become due until such amount has been fully applied.

ARTICLE 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS

8.1    Conditions of Credit

The obtaining or maintaining of credit hereunder shall be subject to the terms and conditions contained in this Article 8.

8.2    Change of Circumstances

(a)    If, with respect to any type of credit, the introduction or adoption of any law, regulation, guideline, request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency (“Restraint”) or any change therein or in the application thereof to any Borrower or to any Lender or in the interpretation or administration thereof or any compliance by any Lender therewith:

(i)    prohibits or restricts extending or maintaining such type of credit or the charging of interest or fees in connection therewith, Borrowers agree that such Lender shall have the right to comply with such Restraint, shall have the right to refuse to permit Borrowers to obtain such type of credit and shall have the right to require, at the option of Borrowers, the conversion of such outstanding credit to another type of credit to permit compliance with the Restraint or repayment in full of such credit together with accrued interest thereon on the last day on which it is lawful for such Lender to continue to maintain and fund such credit or to charge interest or fees in connection therewith, as the case may be; or

(ii)    shall impose or require any reserve, special deposit requirements or tax (excluding taxes measured with reference to the net income of such Lender or capital taxes or receipts and franchise taxes), shall establish an appropriate amount of capital to be maintained by such Lender or shall impose any other requirement or condition which results in an increased cost to such Lender of extending or maintaining a credit or obligation hereunder or reduces the amount received or receivable by such Lender with respect to any credit under this Agreement or reduces such Lender’s effective return hereunder or on its capital or causes such Lender to make any payment or to forego any return based on any amount received or receivable hereunder, then, on notification to the Borrower Representative by such Lender, Borrowers shall pay immediately to such Lender such amounts as shall fully compensate such Lender for all such increased costs, reductions, payments or foregone returns which accrue up to and

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including the date of receipt by the Borrower Representative of such notice and thereafter, upon demand from time to time, Borrowers shall pay such additional amount as shall fully compensate such Lender for any such increased or imposed costs, reductions, payments or foregone returns. Such Lender shall notify the Borrower Representative of any actual increased or imposed costs, reductions, payments or foregone returns forthwith on becoming aware of same and shall concurrently provide to Borrowers a certificate of an officer of such Lender setting forth the amount of compensation to be paid to such Lender and the basis for the calculation of such amount. Notwithstanding this Section 8.2(a), Borrowers shall not be liable to compensate such Lender for any such cost, reduction, payment or foregone return occurring more than 60 days before receipt by the Borrower Representative of the aforementioned notification from such Lender; provided, however, that the aforementioned limitation shall not apply to any such cost, reduction, payment or foregone return of a retroactive nature;

(iii)    provided, however, that notwithstanding anything to the contrary in this Section 8.2(a), it shall be a condition to any Lender’s exercise of its rights under this Section 8.2(a) that such Lender shall generally be exercising similar rights with respect to similarly situated borrowers under similarly affected loans.

For certainty, the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as Basel III and all request, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Restraint”, regardless of the date enacted, adopted, promulgated or issued.

(b)    Subject to compliance by the Swiss Borrower with the Non-Bank Rules, each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to seek additional amounts from Borrowers pursuant to Section 8.2(a), it will use reasonable efforts to make, fund or maintain the affected credit of such Lender through another lending office or take such other actions as it deems appropriate if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such credit pursuant to Section 8.2(a), would be reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such affected credit through such other lending office or the taking of such other actions would not otherwise adversely affect such credit or such Lender and would not, in such Lender’s sole discretion, be commercially unreasonable.

8.3    Replacement of Lenders

(a)    If any Lender (i) but not all of the Lenders who have Individual Commitments seeks additional compensation pursuant to Section 8.2(a), (ii) becomes either a

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Defaulting Lender or a Lender in respect of which any amounts are paid or become payable by Borrowers pursuant to Section 8.6 or (iii) does not consent to a proposed amendment, modification or waiver of this Agreement requested by Borrowers, which requires the consent of all of the affected Lenders to become effective (and which is approved by at least the Majority Lenders) (each such Lender, an “Affected Lender”), then Borrowers may (i) subject to compliance with the Non-Bank Rules, propose a Replacement Lender subject to approval by the Administrative Agent (not to be unreasonably withheld or delayed) or (ii) indicate to the Administrative Agent in writing that they desire to replace the Affected Lender with one or more of the other Lenders, and the Administrative Agent shall then forthwith give notice to the other Lenders that any such Lender or Lenders may, in the aggregate, advance all (but not part) of the Affected Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Affected Lender’s Individual Commitment and obligations under the Credit Facility and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). If any satisfactory Replacement Lender shall be obtained or one or more Lenders shall agree in writing to advance all (but not part) of the Affected Lender’s Pro Rata Share of the affected credit and to acquire and assume all of the Affected Lender’s Individual Commitment (such Replacement Lender or Lender, as the case may be, is herein collectively called the “Assenting Lenders” and individually called an “Assenting Lender”) with respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Assenting Lender and the Individual Commitment and the obligations of such Assenting Lender under the Credit Facility and the rights and obligations of such Assenting Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender’s Pro Rata Share of such credit and Individual Commitments and obligations under the Credit Facility and rights and obligations under each of the other Credit Documents to the extent they relate to the Credit Facility on a date mutually acceptable to the Assenting Lenders and Borrowers. On such date, the Assenting Lenders shall extend to Borrowers the Affected Lender’s Pro Rata Share of such credit and shall prepay to the Affected Lender the advances of the Affected Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Affected Lender hereunder, and, upon such advance and prepayment by the Assenting Lenders, the Affected Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender’s Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the amount of such assumption. For certainty, Borrowers shall not be required to pay an Affected Lender that is a Defaulting Lender in

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respect of breakage costs or other amounts required to be paid as a result of prepayment to such Lender. In the event that an Affected Lender is not replaced pursuant to the foregoing provisions and provided (x) no Default or Event of Default has occurred and is continuing at the time of any such prepayment and cancellation or would arise immediately thereafter and (y) such prepayment and cancellation is not prohibited by applicable law, Borrowers may, upon five (5) Banking Days’ notice to the Affected Lender and the Administrative Agent, cancel the Individual Commitment of such Affected Lender and prepay advances of such Affected Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Affected Lender hereunder (such payments shall be made to the Administrative Agent), and, upon such notice and prepayment by Borrowers, such Affected Lender shall cease to be a “Lender” for all purposes of this Agreement and shall no longer have any obligations hereunder.

8.4    Indemnity Relating to Credits

Upon notice from a Lender to the Borrower Representative (which notice shall be accompanied by a detailed calculation of the amount to be paid by Borrowers), Borrowers shall pay to such Lender such amount or amounts as will compensate such Lender for any loss, cost or expense incurred by them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a SOFR Loan as a result of:

(a)    the failure of Borrowers to borrow or make repayments on the dates specified under this Agreement or in any notice from the Borrower Representative to the Administrative Agent (provided that if any notice specifies the repayment of a SOFR Loan at any time other than its maturity date, then Borrowers shall be responsible for any loss, costs or expenses referred to above); or

(b)    the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower Representative to the Administrative Agent (provided that if any notice specifies the repayment of a SOFR Loan at any time other than its maturity date, then Borrowers shall be responsible for any loss, costs or expenses referred to above).

Notwithstanding the foregoing, Borrowers shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

8.5    Indemnity

(a)    Borrowers hereby agree to indemnify and hold the Administrative Agent, each Lender, their respective affiliates, successors and assigns and the shareholders, officers, directors, partners, advisors, controlling persons, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges,

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liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable and documented out-of-pocket legal fees (of one primary counsel to the Administrative Agent and the Lenders, taken as a whole, and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and out of pocket disbursements and amounts paid in settlement which are approved by Borrowers (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except, in each case, for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable judgment arose on account of an Indemnified Party’s or such Indemnified Party’s controlled affiliates gross negligence, bad faith or willful misconduct, (y) that a court of competent jurisdiction determines in a final non-appealable judgment resulted from a material breach by such Indemnified Party of its obligations under this Agreement or other Credit Documents or (z) resulting from any claim, litigation or other proceeding that does not involve an act or omission of any Borrower or any of its Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any claim, litigation or other proceeding against the Administrative Agent, any other agent or arranger in its capacity as such). To the fullest extent permitted by applicable law, no Person party hereto shall assert (and each such Person shall cause its Subsidiaries not to assert), and each such Person hereby waives, and acknowledges that no other such Person shall have, any claim against any Indemnified Party or against any Obligor or any of their respective equity holders, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of proceeds thereof; provided that such waiver of special, indirect, consequential or punitive damages shall not limit the indemnification obligations of Borrowers under this Section 8.5(a) to the extent that such special, indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under this Section 8.5(a).

(b)    Without limiting the generality of the indemnity set out in the preceding clause (a), Borrowers hereby further agree to indemnify and hold the Indemnified

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Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented out-of-pocket legal fees (of one primary counsel to the Administrative Agent and the Lenders, taken as a whole, and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and out-of-pocket disbursements and amounts paid in settlement which are approved by Borrowers (such approval not to be unreasonably withheld, delayed or conditioned), of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the Release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by a Borrower or any Subsidiary of any Hazardous Material, and (ii) any other violation of an Environmental Law by a Borrower or any Subsidiary, and regardless of whether caused by, or within the control of, such Borrower or such Subsidiary, except for any such Indemnified Liabilities (x) that a court of competent jurisdiction determines in a final non-appealable judgment arose on account of an Indemnified Party’s or such Indemnified Party’s controlled affiliates gross negligence, bad faith or willful misconduct, (y) that a court of competent jurisdiction determines in a final non-appealable judgment resulted from a material breach by such Indemnified Party of its obligations under this Agreement or other Credit Documents or (z) resulting from any claim, litigation or other proceeding that does not involve an act or omission of any Borrower or any of its affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any claim, litigation or other proceeding against the Administrative Agent, any other agent or arranger in its capacity as such).

(c)    All obligations provided for in this Section 8.5 shall survive the permanent repayment of the outstanding credit hereunder and the termination of this Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders.

(d)    Borrowers hereby agree that, for the purposes of effectively allocating the risk of loss placed on Borrowers by this Section 8.5, the Administrative Agent and each Lender shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents.

(e)    If, for any reason, the obligations of Borrowers pursuant to this Section 8.5 shall be unenforceable, each Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under applicable Requirement of Law.

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(f)    The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 15.17.

8.6    Taxes

(a)    Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes.

(i)    Any and all payments by or on account of any obligation of any Obligor hereunder or under any other Credit Document shall to the extent permitted by applicable Requirements of Law be made free and clear of and without reduction or withholding for any Taxes. If applicable Requirements of Law (as determined in the good faith discretion of any applicable Withholding Agent) require the applicable Withholding Agent to withhold or deduct any Tax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Requirements of Law as determined by such Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)    If the applicable Withholding Agent shall be required by applicable Requirements of Law to withhold or deduct any Taxes, then (A) such Withholding Agent shall withhold or make such deductions as are determined by such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Official Body in accordance with applicable Requirements of Law, and (C) to the extent that such withholding or deduction is made on account of Indemnified Taxes imposed on or with respect to any payment by or on account of any obligation of any Obligor under any Credit Document or on account of Other Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after such required withholding or the making of all such required deductions (including deductions applicable to additional sums payable under this Section 8.6) the Administrative Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not an Obligor or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had an Obligor or the Administrative Agent been the applicable Withholding Agent;

(b)    Payment of Other Taxes by Borrowers. Without limiting the provisions of Section 8.6(a), but without duplication, the Obligors shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Requirements

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of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

(c)    Tax Indemnifications.

(i)    Without limiting the provisions of subsection (a) or (b) above, Borrowers shall indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 8.6) payable by the Administrative Agent or such Lender, as the case may be, to the extent imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Credit Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of any such payment or liability delivered to Borrower Representative by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(ii)    Without limiting the provisions of subsection (a) or (b) above, each Lender, severally and not jointly, shall indemnify the Obligors and the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all (i) Excluded Taxes attributable to such Lender that are payable by the Obligors or the Administrative Agent (and any reasonable expenses arising therefrom or related thereto) as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to U.S. Borrower or the Administrative Agent pursuant to Section 8.6(e) and (ii) Taxes attributable to such Lender’s failure to comply with the provisions of Section 15.5(b) relating to the maintenance of a Participant Register, in each case, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Borrower Representative or the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or any Obligor, as the case may be, to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent or such Obligor, as the case may be, under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the

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termination of the commitments hereunder and the repayment, satisfaction or discharge of all Obligations.

(d)    Evidence of Payments. After any payment of Taxes by an Obligor to an Official Body as provided in this Section 8.6, such Obligor shall deliver to the Administrative Agent for the benefit of the relevant Lender or the Administrative Agent, as the case may be, the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of any return required by Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)    Status of Lenders; Tax Documentation.

(i)    Each Lender shall deliver to the Borrower Representative and to the Administrative Agent, and the Administrative Agent shall deliver to the Borrower Representative, when reasonably requested by Borrowers or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Requirements of Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Credit Document are subject to withholding, (B) if applicable, the required rate of withholding or deduction, (C) such Lender’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable withholding in respect of any payments to be made to such Lender or the Administrative Agent by an Obligor pursuant to this Agreement or any other Credit Document and (D) whether or not such Lender or the Administrative Agent is subject to backup withholding or information reporting requirements or otherwise to establish such Lender’s or the Administrative Agent’s status for withholding Tax purposes in any applicable jurisdiction.

(ii)    Without limiting the generality of the foregoing,

(A)    each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower Representative and the Administrative Agent (in such number of signed originals as shall be reasonably requested by the recipient), on or prior to the date on which such “United States person” became a Lender under this Agreement, IRS Form W-9; and

(B)    each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Credit Document shall deliver to the

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Borrower Representative and the Administrative Agent (in such number of signed originals as shall be requested by the recipient), on or prior to the date on which such Lender becomes a Lender under this Agreement, whichever of the following is applicable:

(I)    in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty,

(II)    in the case of a Lender for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI (or successor thereto),

(III)    in the case of a Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A) and (B) (I), (II), (IV) and (V) of this paragraph (e)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender may provide a Non-Bank Certificate (as described below) on behalf of such partners,

(IV)    in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, (x) a certificate (substantially in the form of Exhibit H (a “Non-Bank Certificate”)) to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments are effectively connected with a U.S. trade or business, and (y) IRS Form W-8BEN or IRS Form W-8BEN-E,

(V)    any other form prescribed by applicable Requirements of Law or such other evidence satisfactory to Borrowers as a basis for claiming any available exemption from or

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reduction in withholding Tax together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrowers or the Administrative Agent to determine the withholding or deduction required to be made, or

(VI)    if a payment made to a Lender would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent, at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by Borrowers or the Administrative Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or the Administrative Agent as may be necessary for Borrowers and the Administrative Agent to comply with their respective obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(VII)    Notwithstanding anything to the contrary in this Section 8.6(e)(ii), in no event will any Lender be required to provide any documentation such Lender is legally ineligible to deliver.

(iii)    Each Lender and Administrative Agent shall promptly notify Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reduction and provide updated documentation (or promptly notify Borrowers and the Administrative Agent of its legal ineligibility to do so). Each Lender or Administrative Agent that has previously delivered any documentation required herein shall, upon the reasonable request of Borrowers or the Administrative Agent, deliver to the Borrower Representative and the Administrative Agent additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly

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notify Borrowers and the Administrative Agent of its legal ineligibility to do so.

(iv)    Upon execution of this Agreement, the Administrative Agent shall deliver to the Borrower Representative an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b.

(v)    Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 8.6(e).

(f)    Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund (in cash or applied as an offset against another cash Tax liability) of any Taxes as to which it has been indemnified by any Obligor or with respect to which any Obligor has paid additional amounts pursuant to this Section 8.6, it shall pay to such Obligor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Obligor under this Section 8.6 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Official Body with respect to such refund); provided that such Obligor, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Obligor (plus any penalties, interest, additions to Tax or other charges imposed by the relevant Official Body) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority and delivers to such Obligor evidence reasonably satisfactory to such Obligor of such repayment. Notwithstanding anything to the contrary in paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Obligor or any other Person,

(g)    Survival. Each party’s obligations under this Section 8.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

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ARTICLE 9 REPAYMENTS AND PREPAYMENTS

9.1    Repayment under Credit Facility

Borrowers shall repay to the Lenders in full the outstanding principal amount of the Loans under the Credit Facility together with all accrued and unpaid interest thereon and all accrued and unpaid fees with respect thereto on the Maturity Date.

9.2    Voluntary Prepayments under Credit Facility

Subject to Section 9.3, Borrowers shall be entitled to prepay all or any portion of the outstanding Loans under the Credit Facility at any time, without penalty, provided that Section 8.4 shall be complied with in connection with any such prepayment. Amounts prepaid pursuant to this Section 9.2 shall be available for reborrowing.

9.3    Prepayment Notice

The Borrower Representative shall give written notice, including by electronic transmission, to the Administrative Agent of each voluntary prepayment pursuant to Section 9.2. Such notice (a “Prepayment Notice”) shall be irrevocable, shall be given in accordance with Section 3.10 and shall specify:

(a)    the date on which the prepayment is to take place; and

(b)    the type and principal amount of the Loan or the portion thereof which is to be prepaid.

9.4    Currency of Repayment

All payments and repayments of outstanding credit hereunder shall be made in the currency of such outstanding credit.

ARTICLE 10 REPRESENTATIONS AND WARRANTIES

10.1    Representations and Warranties

To induce the Lenders and the Administrative Agent to enter into this Agreement and to induce the Credit Parties to extend credit under the Credit Documents, each Borrower hereby represents and warrants to the Credit Parties, as of the date of this Agreement, and as of the date of each extension of credit hereunder, as follows and acknowledges and confirms that the Lenders and the Administrative Agent are relying upon such representations and warranties in entering into this Agreement and in extending credit hereunder:

(a)    Status and Power. Each Borrower and each Restricted Subsidiary is duly organized and validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the laws of its jurisdiction of

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organization. Each Borrower and each Restricted Subsidiary is duly qualified, registered or licensed in all jurisdictions (including its jurisdiction of organization) where the failure to do so would reasonably be expected to have a Material Adverse Effect. Each Borrower and each Restricted Subsidiary has all requisite corporate capacity, power and authority to own, hold under licence or lease its properties, and to carry on its business as now conducted. Each Obligor has all requisite corporate or limited liability company capacity to enter into, and carry out the transactions contemplated by, the Credit Documents to which is a party.

(b)    Authorization and Enforcement. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by each Obligor of the Credit Documents to which it is a party. Each Obligor has duly executed and delivered the Credit Documents to which it is a party. The Credit Documents to which each Obligor is a party are legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (ii) the fact that the courts may deny the granting or enforcement of equitable remedies.

(c)    Compliance with Other Instruments and with Law. The execution, delivery and performance by each Obligor of the Credit Documents to which it is a party, and the consummation of the transactions contemplated herein and therein, do not and will not conflict with, result in any breach or violation of, or constitute a default under, (i) the terms, conditions or provisions of the articles of incorporation, bylaws, articles of organization, operating agreement or other organizational documents of such Obligor, (ii) of any law, regulation, judgment, decree or order binding on or applicable to such Obligor or to which its property is subject or require the consent or approval of any applicable Official Body (other than such consents as have been obtained and are in effect), or (iii) of any agreement, lease, licence, permit or other instrument to which such Obligor is a party or is otherwise bound or by which such Obligor benefits or to which its property is subject, or require the consent or approval of any other Person (other than such consents as have been obtained and are in effect), except in the case of the preceding clauses (ii) and (iii), to the extent such conflict, breach, violation or default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)    Financial Statements. The consolidated financial statements of U.S. Borrower for the most recently completed Fiscal Quarter or Fiscal Year, as the case may be, were prepared in accordance with GAAP. Since March 31, 2025, there has been no change or event that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Such financial statements and the notes thereto disclose all material liabilities, direct or

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contingent, of U.S. Borrower and its Subsidiaries that are required to be disclosed under GAAP.

(e)    Litigation. There are no actions, suits, inquiries, claims or proceedings (whether or not purportedly on behalf of any Borrower or any Restricted Subsidiary) pending or, to Borrowers’ Knowledge, threatened in writing against any Borrower or any Restricted Subsidiary before any applicable Official Body, which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f)    Title to Assets. Each Borrower and each Restricted Subsidiary has good title (or in the case of any leased premises, easement properties or licensed properties, valid leasehold, easement or license interests) to all of its property and assets, free from Liens other than the Permitted Liens.

(g)    Compliance with Laws. Governmental Approvals. No Borrower or any of its Subsidiaries is in violation of any Requirement of Law applicable to itself or to the operation of its business or to its property or assets (including, without limitation, Environmental Laws) which could reasonably be expected to have a Material Adverse Effect. Each Borrower and each Restricted Subsidiary holds all licenses, certificates of approval, approvals, registrations, permits and consents which are required by any Requirement of Law to operate its businesses where they are currently being operated except where the failure to have such licenses, certificates of approval, approvals, registrations, permits and consents could not reasonably be expected to have a Material Adverse Effect.

(h)    Outstanding Defaults. No event has occurred which constitutes a default of any Borrower or any Restricted Subsidiary, or to Borrowers’ Knowledge, any counterparty, under or in respect of any material agreement, undertaking or instrument to which such Borrower or such Restricted Subsidiary is a party or to which its property or assets may be subject, and which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

(i)    Tax Returns and Taxes. Each Borrower and each Subsidiary has filed all Tax returns and Tax reports required by applicable Requirements of Law to have been filed by it and has paid all Taxes thereby shown to be owing, except (i) any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books or (ii) where the failure to so file or pay could not reasonably be expected to have a Material Adverse Effect.

(j)    Environmental Compliance.

(i)    All facilities and property (including underlying groundwater) owned, leased, used or operated by U.S. Borrower or any of its Subsidiaries have

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been, and continue to be, owned or leased in compliance with all Environmental Laws, except where any non-compliance could not reasonably be expected to have a Material Adverse Effect;

(ii)    There are no pending or threatened (in writing)

(A)    claims, complaints, notices or requests for information received by U.S. Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law which, if proved, could reasonably be expected to have a Material Adverse Effect;

(B)    complaints, notices or inquiries to U.S. Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law which liability could reasonably be expected to have a Material Adverse Effect;

(iii)    There have been no Releases of any Hazardous Materials at, on, under or from any property that is owned, operated, used or leased by U.S. Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect;

(iv)    Each of the U.S. Borrower and each of its Subsidiaries has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations under any Environmental Laws to carry on its business except where any non-issuance or non-compliance could not reasonably be expected to have a Material Adverse Effect; and

(v)    No conditions exist at, on or under any property that is operated, used or leased to U.S. Borrower or any of its Subsidiaries that, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law which liability could reasonably be expected to have a Material Adverse Effect.

(k)    Subsidiaries. As of the Third Amendment Effective Date, the chart attached hereto as Schedule 10.1(k) accurately sets out the corporate structure of U.S. Borrower and all of its Subsidiaries and reflects (i) the inter-corporate share ownership of each such Subsidiary and (ii) each Unrestricted Subsidiary.

(l)    Assets Insured. The property and assets of Borrowers and the Restricted Subsidiaries are insured with insurers, in amounts, for risks and otherwise which are reasonable in relation to such property and assets and otherwise in accordance with industry standard and past practice.

(m)    Margin Regulations. No Borrower or any Restricted Subsidiary is engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal

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Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

(n)    Investment Company Act. No Borrower or any Restricted Subsidiary is an “investment company” or an “affiliates person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940.

(o)    Solvency. The U.S. Borrower and its consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP, are Solvent.

(p)    Employee Benefit Plans and Canadian Pension Plans. Each Employee Benefit Plan established or maintained by the a Borrower or a Restricted Subsidiary complies with, and has been maintained and administered in accordance with, in all material respects, applicable Requirements of Law. Each Employee Benefit Plan is fully funded on a going concern basis in accordance with its terms and applicable Requirements of Law, and the present value of all accrued benefits under any such plans do not exceed the value of the assets of such plans allocable to such accrued benefits by an amount that could reasonably be expected to have a Material Adverse Effect. No material liability exists with respect to any Employee Benefit Plan that has been terminated. Each of the Canadian Pension Plans (if any) is duly registered under the Canadian Income Tax Act and any other applicable Requirements of Law which require registration, has been administered in accordance with the Canadian Income Tax Act and such other applicable Requirements of Law and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. All material obligations of each of the Canadian Restricted Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed on a timely basis, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. There are no outstanding disputes concerning the assets of the Canadian Pension Plans. No promises of benefit improvements under the Canadian Pension Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each of the Canadian Restricted Subsidiaries to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all applicable Requirements of Law. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans. None of the Canadian Pension Plans contain or have ever contained a “defined benefit provision”, as that term is defined in subsection 147.1(1) of the Canadian Income Tax Act. Each of the Canadian Pension Plans is fully funded on a solvency basis and going concern basis (using actuarial methods

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and assumptions which are consistent with the valuations last filed with the applicable Official Body and which are consistent with GAAP).

(q)    Labor Matters. As of the Closing Date, except as set forth on Schedule 10.1(q), (i) there are no material collective bargaining agreements covering the employees of any Borrower or any Restricted Subsidiary and no Borrower or any Restricted Subsidiary has suffered any material strikes, walkouts, work stoppages or other labor disputes with respect to such Borrower or any Restricted Subsidiary within the last five (5) years, and (ii) the hours worked by and payments made to employees of any Borrower or any Restricted Subsidiary have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Requirement of Law in any relevant jurisdiction dealing with such matters, in each case, where such strike, walkout, stoppage or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(r)    FCPA. For the immediately preceding five (5) year period, no Borrower or any of its Subsidiaries nor, to Borrowers’ Knowledge, any director, officer, agent, employee or other Person, in each case acting in such capacity on behalf of U.S. Borrower or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”), the Corruption of Foreign Public Officials Act (Canada), as amended, or any other applicable anti-corruption law. No part of the proceeds of the Loans have been used, directly or indirectly, for any payments to any official or employee of an applicable Official Body, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct business or obtain any improper advantage of the FCPA.

(s)    Anti-Money Laundering; Sanctions. No Borrower or any of its Subsidiaries or any director, officer or employee, or to Borrowers’ Knowledge any agent or affiliate of any Borrower or any of its Subsidiaries (i) is a Sanctioned Person, (ii) is incorporated or organized in, or is a resident of, a Sanctioned Country, (iii) has any business affiliation or commercial dealings with, or investments in, any Sanctioned Country or Sanctioned Person in violation of Sanctions Laws or (iv) is in breach of or is the subject of any action or investigation under any applicable Sanctions Laws or Anti-Money Laundering Laws. No proceeds from any Loan have been used, directly or indirectly, to lend, contribute, provide, or have otherwise been or will be made available to fund, any unlawful activity or business with or related to any Sanctioned Person or Sanctioned Country, or in any other manner that will result in any violation or breach by any person of applicable Sanctions Laws.

(t)    Accuracy of Disclosure. No factual information furnished by or on behalf of Borrowers or any of their Subsidiaries to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any other Credit

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Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not materially misleading; provided, however, that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount. There is no fact that, to Borrowers’ Knowledge, has or could reasonably be expected to have a Material Adverse Effect.

(u)    EEA Financial Institutions. No Obligor is an EEA Financial Institution.

(v)    Non-Bank Rules. The Swiss Borrower is at all times in compliance with the Non-Bank Rules. For the purpose of its compliance with the Non-Bank Rules under this Section 10.1(v), the Swiss Borrower shall assume that the aggregate maximum number of Lenders which are not Qualifying Banks is 10 (irrespective of whether or not there are, at any time, any such Lenders).

(w)    Beneficial Ownership Certificate. The information included in the most recent Beneficial Ownership Certification delivered to any Lender is true and correct in all respects.

10.2    Survival of Representations and Warranties

All of the representations and warranties of each Borrower contained in Section 10.1 shall survive until the execution and delivery of this Agreement until all credit outstanding hereunder has been repaid in full and the Credit Facility has been terminated, notwithstanding any investigation made at any time by or on behalf of any Credit Party.

ARTICLE 11 COVENANTS

11.1    Affirmative Covenants

Each Borrower hereby covenants and agrees with the Credit Parties that, until all credit outstanding hereunder has been repaid in full and the Credit Facility has been terminated, and unless waived in writing in accordance with Section 14.14, Borrowers shall, and shall cause each Restricted Subsidiary to do the following:

(a)    Financial Reporting. The Borrower Representative shall furnish the Administrative Agent with the following statements and reports (the filing of any of the following documents on EDGAR shall satisfy the delivery obligation in relation to such documents so filed when the Borrower Representative has provided written notice of such filing to the Administrative Agent, which written notice may be in the form of an RSS feed or link to the respective document provided by email or other electronic transmission):

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(i)    within 90 days after the end of each Fiscal Year, copies of the audited consolidated financial statements of U.S. Borrower for such Fiscal Year and the report thereon (without any qualification or exception as to the scope of such audit) from an independent accounting firm of nationally-recognized standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(ii)    within 60 days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, copies of the unaudited consolidated financial statements of U.S. Borrower, all certified by a senior financial officer of U.S. Borrower as presenting fairly in all material respects the financial condition and results of operations of U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(iii)    concurrently with the deliveries of financial statements pursuant to any of clauses (i) and (ii) above, a duly executed and completed (A) compliance certificate, in the form attached as Exhibit A hereto and signed by a senior financial officer of U.S. Borrower and (B) during any Post-Acquisition Period, to the extent there is any Pro Forma Adjustment, a Pro Forma Certificate;

(iv)    within 90 days after the beginning of each Fiscal Year of U.S. Borrower, a budget for a period of at least twelve (12) months for U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in form reasonably satisfactory to the Administrative Agent; and

(v)    such other statements, reports and information concerning the operations, business affairs and financial condition of U.S. Borrower or any of its Subsidiaries or compliance with the terms of this Agreement as the Administrative Agent on the instructions of the Majority Lenders may reasonably request from time to time, including, any information that may be reasonably requested in respect of any Acquisition.

(b)    Copies of Public Filings. The Borrower Representative shall, upon request, furnish the Administrative Agent with copies of all documents which are filed by any Borrower or any Restricted Subsidiary with the Securities Exchange Commission or with any similar Official Body in any other jurisdiction in compliance with applicable securities legislation which are not available on EDGAR.

(c)    Use of Proceeds. Borrowers shall apply all of the proceeds of the Credit Facility towards its general corporate purposes including, without limitation, to finance

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Permitted Acquisitions. No proceeds of the Credit Facility will be used by any Borrower or any of its Subsidiaries in violation of applicable Requirements of Law.

(d)    Insurance. Borrowers shall, and shall cause the Restricted Subsidiaries to, insure and keep insured, with financially sound and reputable insurers, for risks, in amounts and such other terms as are consistent with standard industry practice, all of the property of Borrowers and the Restricted Subsidiaries except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(e)    [Reserved].

(f)    Change of Name, Office or Other Information. Borrowers shall notify the Administrative Agent in writing promptly of any change in (i) the corporate name of any Restricted Subsidiary or (ii) the jurisdiction of incorporation of any Restricted Subsidiary.

(g)    Corporate Existence. Each Borrower shall, and shall cause each of the Restricted Subsidiaries to, maintain its valid existence in good standing (if such concept is known in the relevant jurisdiction), except, solely with respect to any Restricted Subsidiary (other than the Swiss Borrower), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, U.S. Borrower shall maintain its jurisdiction of organization or formation in the United States, any State thereof or the District of Columbia and the Swiss Borrower shall maintain its jurisdiction of organization or formation in Switzerland. Each Borrower shall, and shall cause each Restricted Subsidiary to, qualify and remain duly qualified to carry on business and own property in each jurisdiction where the failure to do so could reasonably be expected to result in a Material Adverse Effect.

(h)    Conduct of Business. Each Borrower shall, and shall cause each Restricted Subsidiary to, conduct its business in such a manner so as to comply with all applicable Requirements of Law (including, without limitation, Environmental Laws and ERISA), so as to observe and perform all its obligations under leases, licenses and agreements necessary for the proper conduct of its business and so as to preserve and protect its property and assets and the earnings, income and profits therefrom where such non-compliance, non-observance or non-performance could reasonably be expected to have a Material Adverse Effect. Each Borrower shall, and shall cause each Restricted Subsidiary to, obtain and maintain all licenses, permits, government approvals, franchises, authorizations and other rights necessary for the operation of its business where failure to do so could reasonably be expected to have a Material Adverse Effect.

(i)    Taxes. Each Borrower shall pay, and shall cause each Subsidiary to pay, all Taxes levied, assessed or imposed upon it and upon its property or assets or any part thereof, as and when the same become due and payable, save and except (i)

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when and so long as the validity of any such Taxes is being contested in good faith by appropriate proceedings and reserves are being maintained in accordance with GAAP while forfeiture of any part of its property or assets may result from the failure to so pay during the period of any such contest or (ii) where the failure to pay could not reasonably be expected to have a Material Adverse Effect.

(j)    Notice of Litigation. The Borrower Representative shall promptly notify the Administrative Agent of any actions, suits, inquiries, claims or proceedings (whether or not purportedly on behalf of any Borrower or any Restricted Subsidiary) commenced or threatened in writing against or affecting a Borrower or a Restricted Subsidiary before any applicable Official Body which in any case or in the aggregate could reasonably be expected to have a Material Adverse Effect.

(k)    Environmental Matters. Each Borrower shall, and shall cause each Restricted Subsidiary to, as soon as practicable and in any event within 30 days, notify the Administrative Agent (and provide copies), upon receipt of all written claims, complaints and notices to or inquiries of, any Borrower or any Restricted Subsidiary relating to the condition of its facilities and properties, or non-compliance with Environmental Laws, which claims, complaints, notices or inquiries relate to matters which could reasonably be expected to have a Material Adverse Effect.

(l)    Leverage Ratio. Borrowers shall maintain the Leverage Ratio (measured as at the end of each Fiscal Quarter), including, as applicable during any Post-Acquisition Period, calculated, if applicable, on a Pro Forma Basis, to be less than or equal to 4.00:1.00.

(m)    Interest Coverage Ratio.  Borrowers shall maintain the Interest Coverage Ratio (measured as at the end of each Fiscal Quarter), including, as applicable during any Post-Acquisition Period, calculated, if applicable, on a Pro Forma Basis, to be greater than or equal to 3.00:1.00.

(n)    Books and Records. Borrowers shall, and shall cause each Restricted Subsidiary to, keep proper books of account and records covering all its business and affairs on a current basis, make full, true and correct entries of its transactions in such books, set aside on its books from their earnings all such proper reserves as required by GAAP and permit representatives of the Administrative Agent to, subject to Section 15.14, inspect such books of account, records and documents and to make copies therefrom during reasonable business hours; provided that (1) the Administrative Agent, the Lenders and their agents and representatives shall provide Borrower Representative with at least five (5) business days’ notice of any visit and shall use commercially reasonable efforts not to disrupt any Borrower’s business during any such visit and (2) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be responsible for the

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cost and expense of more than one inspection per calendar year in the aggregate by the Administrative Agent and the Lenders.

(o)    Notice of Default or Event of Default. Upon the occurrence of either a Default or an Event of Default of which any Borrower is aware, Borrowers shall promptly deliver to the Administrative Agent a notice specifying the nature and date of occurrence of such Default or Event of Default, such Borrower’s assessment of the duration and effect thereof and the action which such Borrower proposes to take with respect thereto.

(p)    Notice of Certain Other Events. Promptly following any Borrowers’ Knowledge thereof, deliver to the Administrative Agent a notice of any other matter not specifically set forth in this Section 11.1 that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(q)    Designation of Unrestricted Subsidiaries and Restricted Subsidiaries. Borrowers shall be permitted to designate any Subsidiary (except for the Swiss Borrower or a Guarantor) as an Unrestricted Subsidiary by written notice to the Administrative Agent; provided that Borrowers shall only be permitted to so designate a new Unrestricted Subsidiary so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect to such designation, Borrowers are in compliance with Section 11.1(t); provided, however, that such designation shall constitute an Investment by Borrowers therein at the date of designation in an amount equal to the portion of the fair market value (as determined by Borrowers in good faith in consultation with the Administrative Agent) of the net assets of such subsidiary attributable to such Borrower’s equity interest therein (and such designation shall only be permitted to the extent such Investment is permitted hereunder). Borrowers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement so long as no Event of Default has occurred and is continuing or would result therefrom.

(r)    Further Assurances.    Each Obligor shall execute, acknowledge and deliver to the Administrative Agent such other documents and instruments and do or cause to be done such other acts as the Administrative Agent reasonably determines to be necessary to effect the intent of the parties to this Agreement or otherwise to protect and preserve the interests of the Administrative Agent and the Lenders hereunder, promptly upon request of the Administrative Agent.

(s)    Covenant to Guarantee Obligations.

(i)    Subject to clause (iii) below, with respect to any Person that is or becomes a Restricted Subsidiary after the Closing Date and is organized in a jurisdiction in which an existing Guarantor is organized or another jurisdiction reasonably satisfactory to the Administrative Agent, promptly (and in any event within 30 days (or such longer period as the

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Administrative Agent may agree in its sole discretion) after such Person becomes a Restricted Subsidiary) cause such new Restricted Subsidiary (other than an Excluded Subsidiary) to execute a Joinder Agreement.

(ii)    Simultaneously with the execution of each Joinder Agreement, Borrowers shall forthwith deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent:

(A)    a duly certified copy of the articles of incorporation and by-laws, certificate of formation and operating agreement or similar organizational documents of such Restricted Subsidiary;

(B)    a certificate of status or good standing (if such concept is known in the relevant jurisdiction) for such Restricted Subsidiary issued by the Official Body responsible therefor in the jurisdiction in which such Restricted Subsidiary is organized;

(C)    a duly certified copy of the resolutions of the board of directors of such Restricted Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Restricted Subsidiary is a party;

(D)    a certificate of an officer of such Restricted Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Restricted Subsidiary is a party;

(E)    requisite information to identify the Restricted Subsidiary under applicable “know your client” legislation; and

(F)    upon request of the Administrative Agent, an opinion of such Restricted Subsidiary’s counsel addressed to the Credit Parties and their counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents against such Restricted Subsidiary and such other matters as the Administrative Agent may reasonably request;

(G)    whereupon such Subsidiary shall become an Additional Guarantor for all purposes of this Agreement.

(iii)    Notwithstanding anything to the contrary in this Section 11.1(s), (i) no Restricted Subsidiary shall be required to become a Guarantor in circumstances where the Administrative Agent and Borrowers reasonably agree that the costs or other consequences of providing a guarantee of the Obligations is excessive in relation to the benefit thereof and (ii) no

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joinder will be required of any Obligor to the extent it would result in any material tax liability for any Obligor or any Subsidiary thereof.

(t)    Restricted Subsidiaries Coverage Test. Borrowers and Restricted Subsidiaries shall, at all times, collectively, account for at least 85% of U.S. Borrower’s consolidated total assets and consolidated total revenue determined as of the most recently ended Fiscal Quarter.

(u)    Beneficial Ownership Regulation. Each Borrower will, promptly following any request therefor, deliver information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

11.2    Negative Covenants

Each Borrower hereby covenants and agrees with the Credit Parties that, until all credit outstanding hereunder has been repaid in full and the Credit Facility has been terminated, and unless waived in writing in accordance with Section 14.14, Borrowers shall not, nor shall they permit any Restricted Subsidiary to do the following:

(a)    Liens. Borrowers shall not, and shall not permit or suffer any Restricted Subsidiary to, enter into or grant, create, assume or suffer to exist any Lien affecting any of their respective properties or assets, whether now owned or hereafter acquired, save and except only for the Permitted Liens.

(b)    Corporate Existence. Borrowers shall not, and shall not permit any Restricted Subsidiary to (whether in one transaction or in a series of transactions and whether directly or indirectly) enter into any transaction of amalgamation, merger, consolidation, partnership, joint venture or other combination where such combination involves a contribution by a Borrower or a Restricted Subsidiary of all or a substantial portion of its assets, except, in each case, for the amalgamation, merger or consolidation of (i) a Restricted Subsidiary, including any Guarantor, with and into any Borrower and (ii) a Restricted Subsidiary, including any Guarantor, with and into another Restricted Subsidiary, including any Guarantor; provided that (x) if a Borrower is a party thereto, a Borrower will be the surviving entity and (y) if a Guarantor (and, for avoidance of doubt, not a Borrower) is a party thereto, such Guarantor will be the surviving entity.

(c)    Dispositions. Borrowers shall not, and shall not suffer or permit any Restricted Subsidiary to sell, dispose, assign or transfer any assets other than the sale, disposition, assignment or transfer of (i) inventory in the ordinary course of business, (ii) obsolete or redundant equipment, (iii) non-core assets acquired in a Permitted Acquisition; provided that such sales shall be consummated within 180 days of the consummation of the Permitted Acquisition, (iv) assets among Restricted Subsidiaries, or (v) assets (other than assets that are the subject of clauses (i) – (iv) of this Section 11.2(c)) the aggregate consideration for which

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does not exceed, during the period up to and including the Maturity Date, an amount equal to 10% of the Consolidated Total Assets, as determined as of the last day of the Fiscal Year or Fiscal Quarter (as applicable) for which financial statements have been delivered pursuant to Section 11.1(a) (it being understood and agreed that if at any time, the aggregate amount of such dispositions under clause (v) of this Section 11.2(c) would exceed 10% of Consolidated Total Assets solely as a result of a decrease in Consolidated Total Assets in the applicable Fiscal Quarter from the prior Fiscal Quarter, the prior dispositions shall be deemed to be permitted); provided that, in each case, no Event of Default exists at the time of such sale, disposition, assignment or transfer, or would occur upon, any such sale, disposition, assignment or transfer.

(d)    Distributions. The U.S. Borrower shall not make any Distribution (x) if an Event of Default has occurred and is continuing at the time of making any such Distribution or (y) if an Event of Default would arise immediately after the making of any such Distribution.

(e)    Indebtedness. Borrowers shall not, and shall not suffer or permit any Restricted Subsidiary to, create, incur or assume any Indebtedness, except for the following:

(i)    Indebtedness arising or existing under this Agreement and the other Credit Documents;

(ii)    Indebtedness existing as of the Closing Date and set forth on Schedule 11.2(e) together with any refinancing thereof;

(iii)    Indebtedness incurred after the Closing Date consisting of Capital Leases or Purchase Money Indebtedness; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of the assets acquired or constructed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereof at the time of such refinancing and (iii) the total amount of all such Indebtedness shall not exceed $15,000,000 at any time outstanding;

(iv)    unsecured intercompany Indebtedness among Obligors, among Restricted Subsidiaries and among Obligors and Restricted Subsidiaries; provided that any such Indebtedness owing by an Obligor to a Restricted Subsidiary that is not an Obligor shall be fully subordinated to the Obligations hereunder on terms and conditions reasonably satisfactory to Borrowers and the Administrative Agent;

(v)    Indebtedness and obligations owing under Hedging Agreements entered into in order to manage existing or anticipated business risks and not for speculative purposes;

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(vi)    unsecured Indebtedness of Borrowers; provided that (i) no Default or Event of Default shall have occurred and be continuing on a pro forma basis immediately prior to and immediately after giving effect to the full amount of such Indebtedness and (ii) Borrowers shall be in compliance on a Pro Forma Basis with the covenant in Section 11.1(l);

(vii)    Indebtedness of any Person that becomes a Restricted Subsidiary (or that is merged or consolidated with or into a Borrower or a Restricted Subsidiary) after the Closing Date in a transaction permitted hereunder, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary (or that is merged or consolidated with or into a Borrower or a Restricted Subsidiary) (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary, or being merged or consolidated with or into a Borrower or a Restricted Subsidiary), and any refinancing thereof;

(viii)    Indebtedness that is subordinated to the Obligations; provided, however, that (A) the subordination of such Indebtedness is pursuant to a written subordination agreement satisfactory to the Administrative Agent in its sole discretion, (B) the terms, conditions and amount of any such subordinated Indebtedness shall be satisfactory to the Administrative Agent in its sole discretion, (C) the stated maturity date or mandatory redemption date of such subordinated Indebtedness shall not be prior to the Maturity Date, and (D) immediately prior to and immediately after giving pro forma effect to the full amount of such subordinated Indebtedness, no Default or Event of Default shall occur hereunder;

(ix)    Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management, workers’ compensation claims, deferred compensation to employees, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by any Restricted Subsidiary, in each case, in the ordinary course of business consistent with past practices;

(x)    Indebtedness consisting of guarantees of Indebtedness of any Obligor or Restricted Subsidiary so long the underlying Indebtedness is permitted to be incurred hereunder;

(xi)    Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with dispositions permitted hereunder, Permitted Acquisitions, Permitted Debt Investments or other Permitted Investments;

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(xii)    Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(xiii)    Indebtedness incurred in the ordinary course of business in respect of obligations of the Obligors to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and

(xiv)    other Indebtedness the aggregate unpaid principal amount of which shall not at any time exceed $25,000,000.

(f)    Acquisitions. Borrowers shall not, and shall not suffer or permit any Restricted Subsidiary to, make any Acquisitions other than Permitted Acquisitions.

(g)    Investments. Borrowers shall not, and shall not permit any Restricted Subsidiary to, make any Investments other than Permitted Investments and Permitted Debt Investments;

(h)    [Reserved].

(i)    Negative Pledge. Borrowers shall not, and shall not permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting (I) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation or (II) the ability of any Restricted Subsidiary to make dividends or other distributions to any Obligor, except, in each case, (A) pursuant to this Agreement and the other Credit Documents, (B) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 11.2(e)(vii); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (C) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (D) customary restrictions on the assignment of or granting of a Lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (E) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement and (F) customary restrictions and conditions relating to a disposition of assets permitted hereunder pending the consummation of such disposition.

(j)    Amendments. Borrowers shall not, and shall not permit any Restricted Subsidiary to, enter into any amendment or modification of, or grant any waiver or consent under, any of its organizational documents in a manner that would be materially adverse to the interest of the Lenders, it being understood and agreed that a change of name, change of corporate form, or change of any jurisdiction of

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formation is not materially adverse to the interest of the Lenders so long as Borrowers are in compliance with Section 11.1(f) and Section 11.1(r).

(k)    Change in Business. Borrowers shall not, and shall not suffer or permit any Restricted Subsidiary to, discontinue its business or any material part thereof or carry on any business other than the business it carries on as of the date hereof, the purchase and sale of, or royalty arrangements with respect to, silver, gold and other metals and oil and gas and the acquisition, development, ownership and/or operation, directly or indirectly, of mining and/or oil and gas properties and/or projects, together with, in each case, other matters reasonably ancillary thereto.

(l)    Change in Fiscal Year. No Borrower or any Restricted Subsidiary shall change the end of its Fiscal Year except that the Borrowers and the Restricted Subsidiaries may change their Fiscal Year once at any time prior to the Maturity Date to be the twelve-month period ending on December 31st of each year.

(m)    Affiliate Transactions. Except in connection with transactions in an aggregate amount from the Closing Date through the Maturity Date of not more than $25,000,000, Borrowers shall not, and shall not permit any Restricted Subsidiary to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with a Borrower or any Restricted Subsidiary other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than a Borrower or a Restricted Subsidiary other than (a) dividends and distributions not prohibited hereunder, (b) Debt Investments permitted pursuant to clauses (b) or (d) of “Permitted Debt Investments”, (c) dispositions permitted pursuant to Section 11.2(c)(v), (d) Indebtedness permitted pursuant to 11.2(e)(iv), (vii), (viii) and (x), and (e) expense reimbursement and reasonable salaries and other reasonable director or employee compensation to officers and directors.

(n)    Sanctions. During the term of this Agreement, no Borrower or any of its Subsidiaries shall take any action that could reasonably be expected to result in it becoming a Sanctioned Person.

(o)    Non-Bank Rules. The Swiss Borrower shall ensure that at all times it is in compliance with the Non-Bank Rules. For the purpose of its compliance with the Non-Bank Rules under this Section 11.2(o), the Swiss Borrower shall assume that the aggregate maximum number of Lenders which are not Qualifying Banks is 10 (irrespective of whether or not there are, at any time, any such Lenders).

11.3    Performance of Covenants by Administrative Agent

The Administrative Agent may, on the instructions of the Majority Lenders and upon notice by the Administrative Agent to the Borrower Representative, perform any covenant of Borrowers under this Agreement which any Borrower fails to perform or cause to be performed and which the Administrative Agent is capable of performing, including any

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covenants the performance of which requires the payment of money, provided that the Administrative Agent shall not be obligated to perform any such covenant on behalf of such Borrower and no such performance by the Administrative Agent shall require the Administrative Agent to further perform Borrowers’ covenants or shall operate as a derogation of the rights and remedies of the Administrative Agent and the Lenders under this Agreement or as a waiver of such covenant by the Administrative Agent. Any amounts paid by the Administrative Agent as aforesaid shall be reimbursed by the Lenders in their Pro Rata Shares and shall be repaid by Borrowers to the Administrative Agent on behalf of the Lenders on demand.

ARTICLE 12 CONDITIONS PRECEDENT TO OBTAINING CREDIT

12.1    Conditions Precedent to All Credit

The obligation of the Lenders to extend credit hereunder is subject to fulfilment of the following conditions precedent on the date such credit is extended:

(a)    each Borrower shall have complied with the requirements of Article 4, Article 5 or Article 6, as the case may be, in respect of the relevant credit;

(b)    no Default or Event of Default has occurred and is continuing or would arise immediately after giving effect to or as a result of such extension of credit;

(c)    the representations and warranties of each Borrower contained in Section 10.1 shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by materiality or Material Adverse Effect), on the date such credit is extended as if such representations and warranties were made on such date, except to the extent that such representation or warranty relates to a specific earlier date in which case such representation and warranty shall be true and correct as of such earlier date; and

(d)    the Credit Facility has not been terminated pursuant to Section 2.4.

12.2    Conditions Precedent to Effectiveness of Agreement

This agreement shall become effective upon fulfilment of the following conditions precedent:

(a)    the conditions precedent set forth in Section 12.1 have been fulfilled;

(b)    Reserved;

(c)    the Obligors have duly executed and delivered to the Administrative Agent (i) counterparts of this Agreement, (ii) a Note for the account of each Lender that has requested the same prior to the Closing Date and (iii) counterparts to each other Credit Document;

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(d)    the Administrative Agent has received, in form and substance reasonably satisfactory to the Administrative Agent a certificate from the secretary of each Obligor, together with certified copies of each of the following attachments:

(i)    copies of the articles of incorporation or other charter documents, as applicable, of such Obligor certified to be true and complete as of a recent date by the appropriate governmental authority of the jurisdiction of its incorporation or organization;

(ii)    a copy of the bylaws or comparable operating agreement of such Obligor;

(iii)    copies of certificates of good standing, existence or its equivalent with respect to such Obligor certified as of a recent date by the appropriate governmental authorities of the jurisdiction of incorporation or organization and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect on the business or operations of such Obligor;

(iv)    copies of resolutions of the board of directors of such Obligor approving and adopting the Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof; and

(v)    incumbency signatures of appropriate officers of such Obligor, including each officer executing a Credit Document.

(e)    the Administrative Agent shall have received a certificate of a senior officer of U.S. Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, (i) no Default or Event of Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facility and (ii) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects;

(f)    the Administrative Agent has received, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Obligors dated the Closing Date and addressed to the Administrative Agent and the Lenders;

(g)    the Administrative Agent shall have received (or arrangements satisfactory to the Administrative Agent, in its sole and absolute discretion have been made therefor), in form and substance reasonably satisfactory to the Administrative Agent, searches of all Lien filings, registrations and records deemed necessary by the Administrative Agent, and copies of any documents, filings and instruments on file in such jurisdictions;

(h)    the Administrative Agent shall have received evidence that all material governmental, shareholder, board of director and third party consents and

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approvals necessary in connection with the financings and other transactions contemplated hereby have been obtained;

(i)    the Administrative Agent and the Lenders shall have received, at least five (5) Banking Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and other Anti-Money Laundering Laws, including without limitation the PATRIOT Act that has been requested by the Administrative Agent or the Lenders at least ten (10) Banking Days prior to the Closing Date; and

(j)    the Administrative Agent shall have received a compliance certificate, signed by a senior financial officer of Borrowers, setting forth a calculation of the Leverage Ratio as of the Closing Date (on a pro forma basis after giving effect to the transactions occurring on the Closing Date).

12.3    Waiver

The terms and conditions of Sections 12.1 and 12.2 are inserted for the sole benefit of the Administrative Agent and the Lenders, and the Lenders may waive them in accordance with Section 14.14, in whole or in part, with or without terms or conditions, in respect of any extension of credit, without prejudicing their right to assert the terms and conditions of Section 12.1 in whole or in part in respect of any other extension of credit.

ARTICLE 13 DEFAULT AND REMEDIES

13.1    Events of Default

Upon the occurrence of any one or more of the following events, unless expressly waived in writing in accordance with Section 14.14:

(a)    the breach by any Borrower of the provisions of Section 9.1 (Repayment under the Credit Facility);

(b)    the failure of any Obligor to pay interest, fees or any other amount due under the Credit Documents (other than amounts due pursuant to any of Section 9.1) within three (3) Banking Days after the payment is due;

(c)    the breach or failure of due performance by any Borrower of Sections 11.1(c) (Use of Proceeds), 11.1(g) (Corporate Existence) (with respect to Borrowers only) or 11.1(o) (Notice of Default or Event of Default); provided that the delivery of any notice of Default or Event of Default at any time will cure any Event of Default arising from the failure to timely deliver a notice of Default or Event of Default;

(d)    any Borrower or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the

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benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;

(e)    any Borrower or any Material Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due or is overindebted within the meaning of Article 725b para. 1 of the Swiss Code of Obligations, unless such overindebtedness is covered by sufficient subordination declarations pursuant to Article 725b para. 1 no. 1 of the Swiss Code of Obligations;

(f)    if any representation or warranty made by any Obligor in this Agreement or in any other Credit Document proves to have been incorrect, false or misleading in any material respect when made or deemed made;

(g)    if a writ, execution, attachment or similar process is issued or levied against all or any portion of the property of Borrowers or any Restricted Subsidiary in connection with any judgment against it in an amount of at least $25,000,000 (to the extent not covered by indemnity or third-party insurance with respect to which coverage has not been disputed by the insurer) and such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within sixty (60) days after its entry, commencement or levy;

(h)    the failure of any Borrower or any Restricted Subsidiary to comply with any covenant or provision of Section 11.2;

(i)    the breach or failure of due observance or performance by any Obligor of any covenant or provision of this Agreement (other than those previously referred to in this Section 13.1) or of any other Credit Document and such breach or failure continues for 30 days after the Administrative Agent has given the Borrower Representative written notice of such breach or failure;

(j)    if any Borrower or any Restricted Subsidiary fails to pay Indebtedness of at least $25,000,000 when such Indebtedness is due and payable, whether at maturity, upon acceleration or demand; or any other default occurs under any Indebtedness and shall continue after the applicable grace period, if any, if the effect of such default is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required

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prepayment or, for the avoidance of doubt, any settlement, in cash or otherwise, of Indebtedness that is convertible into equity interests of a Borrower or any Restricted Subsidiary), prior to the stated maturity thereof;

(k)    there shall occur a Change of Control;

(l)    any Credit Document shall fail to be in full force and effect or to give the Administrative Agent and/or the Lenders the rights, powers and privileges purported to be created thereby in any material respect (except as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions by their terms shall survive); or any Obligor contests the validity or enforceability of any Credit Document; or

(m)    an ERISA Event shall have occurred that, when taken with all other such ERISA Events, could reasonably be expected to result in a liability to U.S. Borrower or any Restricted Subsidiary in an amount greater than $25,000,000;

the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by notice to the Borrower Representative, terminate the Credit Facility (provided, however, that the Credit Facility shall automatically terminate, without notice of any kind, upon the occurrence of an event described in clause (d) above) and the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by the same or further notice to the Borrower Representative, declare all indebtedness of Borrowers to the Lenders pursuant to this Agreement to be immediately due and payable whereupon all such indebtedness shall immediately become and be due and payable without further demand or other notice of any kind, all of which are expressly waived by Borrowers (provided, however, that all such indebtedness of Borrowers to the Lenders shall automatically become due and payable, without notice of any kind, upon the occurrence of an event described in clause (d) above).

13.2    Remedies Cumulative

Each Borrower expressly agrees that the rights and remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by applicable Requirements of Law. Any single or partial exercise by the Administrative Agent or any Lender of any right or remedy for a default or breach of any term, covenant or condition in this Agreement does not waive, alter, affect or prejudice any other right or remedy to which the Administrative Agent or such Lender may be lawfully entitled for the same default or breach. Any waiver by the Administrative Agent with the approval of the Majority Lenders or all of the Lenders in accordance with Section 14.14 of the strict observance, performance or compliance with any term, covenant or condition of this Agreement is not a waiver of any subsequent default and any indulgence by the Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition of this Agreement is not a waiver of the entire term, covenant or condition or any subsequent default. No failure or delay by the Administrative Agent or any Lender in exercising any right shall operate as a waiver of such right nor shall any single or partial exercise of any power or right preclude its further exercise or the exercise of any other power or right.

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13.3    Set-Off

In addition to any rights now or hereafter granted under applicable Requirements of Law, and not by way of limitation of any such rights, the Administrative Agent and each Lender is authorized, at any time that an Event of Default has occurred and is continuing without notice to any Borrower or to any other Person, any such notice being expressly waived by such Borrower, to set-off, appropriate and apply any and all deposits, matured or unmatured, general or special, and any other indebtedness at any time held by or owing by the Administrative Agent or such Lender, as the case may be, to or for the credit of or the account of any Borrower against and on account of the obligations and liabilities of such Borrower which are due and payable to the Administrative Agent or such Lender, as the case may be, under the Credit Documents.

ARTICLE 14 THE ADMINISTRATIVE AGENT

14.1    Appointment and Authorization of Administrative Agent

(a)    Each Lender hereby appoints and authorizes, and hereby agrees that it will require any assignee of any of its interests in the Credit Documents (other than the holder of a participation in its interests herein or therein) to appoint and authorize the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by such Lender by the terms hereof, together with such powers as are reasonably incidental thereto.

(b)    [Reserved].

(c)    Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any of the Lenders for any action taken or omitted to be taken by it or them thereunder or in connection therewith, except for its own gross negligence or wilful misconduct and each Lender hereby acknowledges that the Administrative Agent is entering into the provisions of this Section 14.1 on its own behalf and as agent and trustee for its directors, officers, employees and agents.

14.2    Interest Holders

The Administrative Agent may treat each Lender set forth in Schedule A hereto or the Person designated in the last notice delivered to it under Section 15.5 as the holder of all of the interests of such Lender under the Credit Documents.

14.3    Consultation with Counsel

The Administrative Agent may consult with legal counsel selected by it as counsel for the Administrative Agent and the Lenders and shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel.

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14.4    Documents

The Administrative Agent shall not be under any duty to the Lenders to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Credit Documents or any instrument, document or communication furnished pursuant to or in connection with the Credit Documents and the Administrative Agent shall, as regards the Lenders, be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

14.5    Administrative Agent as Lender

With respect to those portions of the Credit Facility made available by it, the Administrative Agent shall have the same rights and powers under the Credit Documents as any other Lender and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrowers and their Affiliates and Persons doing business with any Borrower and/or any of its Affiliates as if it were not the Administrative Agent and without any obligation to account to the Lenders therefor.

14.6    Responsibility of Administrative Agent

The duties and obligations of the Administrative Agent to the Lenders under the Credit Documents are only those expressly set forth herein. The Administrative Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by Borrowers of such fact or has been notified by a Lender that such Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

14.7    Action by Administrative Agent

The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it on behalf of the Lenders by and under this Agreement; provided, however, that the Administrative Agent shall not exercise any rights under Section 13.1 or under the Guarantee or expressed to be on behalf of or with the approval of the Majority Lenders without the request, consent or instructions of the Majority Lenders. Furthermore, any rights of the Administrative Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the Administrative Agent upon the request or instructions of the Majority Lenders. The Administrative Agent shall incur no liability to the Lenders under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct. The Administrative Agent shall in all cases be fully protected in acting or refraining from acting under any of the Credit Documents in accordance with the instructions of the Majority Lenders and any action taken or failure to act pursuant to such

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instructions shall be binding on all Lenders. In respect of any notice by or action taken by the Administrative Agent hereunder, Borrowers shall at no time be obliged to enquire as to the right or authority of the Administrative Agent to so notify or act.

14.8    Notice of Events of Default

In the event that the Administrative Agent shall acquire actual knowledge or shall have been notified of any Default or Event of Default, the Administrative Agent shall promptly notify the Lenders and shall take such action and assert such rights under Section 13.1 of this Agreement and under the other Credit Documents as the Majority Lenders shall request in writing and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail for five (5) Banking Days after receipt of the notice of any Default or Event of Default to request the Administrative Agent to take such action or to assert such rights under any of the Credit Documents in respect of such Default or Event of Default, the Administrative Agent may, but shall not be required to, and subject to subsequent specific instructions from the Majority Lenders, take such action or assert such rights (other than rights under Section 13.1 of this Agreement or under the other Credit Documents and other than giving an express waiver of any Default or any Event of Default) as it deems in its discretion to be advisable for the protection of the Lenders except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or assert such rights, in no event shall the Administrative Agent act contrary to such instructions unless required by law to do so.

14.9    Responsibility Disclaimed

The Administrative Agent shall be under no liability or responsibility whatsoever as agent hereunder:

(a)    to any Borrower or any other Person as a consequence of any failure or delay in the performance by, or any breach by, any Lender or Lenders of any of its or their obligations under any of the Credit Documents;

(b)    to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by, any Borrower of any of its obligations under any of the Credit Documents; or

(c)    to any Lender or Lenders for any statements, representations or warranties in any of the Credit Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the Credit Documents or any other documents contemplated hereby or thereby or for the validity, effectiveness, enforceability or sufficiency of any of the Credit Documents or any other document contemplated hereby or thereby.

14.10    Indemnification

To the extent that Borrowers for any reason fail to indefeasibly pay any amount required under Sections 8.5(a), 8.5(b) or 15.17 to be paid by it, each Lender severally agrees to

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pay to the applicable party such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any sub-agent) in its capacity as such, or against any affiliate, successor and assign, shareholder, officer, director, partner, advisor, controlling person, employee or agent of the Administrative Agent acting for the Administrative Agent (or such sub-agent) in connection with such capacity.

14.11    Credit Decision

Each Lender represents and warrants to the Administrative Agent that:

(a)    in making its decision to enter into this Agreement and to make its Pro Rata Share of the Credit Facility available to Borrowers, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of Borrowers and that it has made an independent credit judgment without reliance upon any information furnished by the Administrative Agent; and

(b)    so long as any portion of the Credit Facility is being utilized by any Borrower, it will continue to make its own independent evaluation of the financial condition and affairs of Borrowers.

14.12    Successor Administrative Agent

Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of Borrowers (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Borrower Representative and the Lenders. Upon any such resignation, the Majority Lenders, with the prior written consent of Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment by the time of such resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the prior written consent of Borrowers (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent which shall be a bank with an office in Canada or in the United States or an Affiliate of any such bank with an office in Canada or in the United States. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent’s resignation hereunder as the

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Administrative Agent, provisions of this Article 14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

14.13    Delegation by Administrative Agent

The Administrative Agent shall have the right to delegate any of its duties or obligations hereunder as Administrative Agent to any Affiliate of the Administrative Agent so long as the Administrative Agent shall not thereby be relieved of such duties or obligations.

14.14    Waivers and Amendments

(a)    Subject to Section 14.14(b), any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of Borrowers and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

(b)    Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:

(i)    increase the amount of the Credit Facility;

(ii)    extend the Maturity Date;

(iii)    extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility whether before or after acceleration;

(iv)    change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;

(v)    reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this Agreement;

(vi)    release any of the Guarantee in whole or in part;

(vii)    [Reserved];

(viii)    alter the terms of this Section 14.14; or

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(ix)    amend the definition of “Pro Rata Share”.

(c)    Notwithstanding Section 14.14(a), no such amendment or waiver shall increase the amount of the Individual Commitment of any Lender without the consent of such Lender.

(d)    No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.

(e)    Notwithstanding any other provision hereof, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Individual Commitment of such Lender may not be increased or extended without the consent of such Lender.

14.15    Determination by Administrative Agent Conclusive and Binding

Any determination to be made by the Administrative Agent on behalf of or with the approval of the Lenders or the Majority Lenders under this Agreement shall be made by the Administrative Agent in good faith and, if so made, shall be binding on all parties, absent manifest error.

14.16    Adjustments among Lenders after Acceleration

(a)    The Lenders agree that, at any time after all indebtedness of Borrowers to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facility, they will at any time or from time to time upon the request of any Lender through the Administrative Agent purchase portions of the commitments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the commitments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Section 14.16, will be in the same proportions as their respective Pro Rata Shares thereof immediately prior to such acceleration, cancellation or termination.

(b)    The Lenders agree that, at any time after all indebtedness of Borrowers to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facility, the amount of any repayment made by any Borrower under this Agreement, and the amount of any proceeds of the exercise of any rights or remedies of the Lenders under the Credit Documents, which are to be applied against amounts owing hereunder as principal, will be so applied in a manner such that to the extent possible, the commitments made available by the respective Lenders which remain outstanding, after giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof with respect to the Credit Facility immediately prior to such acceleration, cancellation or termination.

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(c)    For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of Section 14.16(a) and (b), such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise) on account of any monies owing or payable by Borrowers to it under the Credit Documents in excess of its pro rata share of payments on account of monies owing by Borrowers to all the Credit Parties thereunder.

(d)    Each Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 14.16.

14.17    Redistribution of Payment

If a Lender shall receive payment of a portion of the aggregate amount of principal and interest due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due in respect of the Credit Facility (having regard to the respective Individual Commitments of the Lenders), the Lender receiving such proportionately greater payment shall purchase a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the aggregate outstanding credit of the other Lender or Lenders so that the respective receipts shall be pro rata to their respective participation in the credits; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered from Borrowers, such purchase shall be rescinded and the purchase price paid for such participation shall be returned by such selling Lender or Lenders to the extent of such recovery, but without interest.

14.18    Distribution of Notices

Except as otherwise expressly provided herein, promptly after receipt by the Administrative Agent of any notice or other document that is delivered to the Administrative Agent hereunder on behalf of the Lenders, the Administrative Agent shall provide a copy of such notice or other document to each of the Lenders.

14.19    Application of Payments

Any and all payments received by the Administrative Agent pursuant to the Guarantee prior to the repayment in full of all credit outstanding under the Credit Facility and the termination of the Individual Commitments of the Lenders hereunder, at any time that an Event of Default shall have occurred and be continuing, shall be applied and distributed, as follows:

(a)    firstly, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (including, without limitation, all legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder;

(b)    secondly, to the payment of the Obligations (other than those referred to in clause (a)) to the Credit Parties; and

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(c)    the balance, if any, to payment to the Obligors or otherwise in accordance with applicable Requirements of Law.

Notwithstanding the foregoing, Obligations arising under Cash Management Services provided by any Cash Management Bank and Hedging Agreements entered into with any Hedge Bank shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 14 hereof for itself and its Affiliates as if a “Lender” party hereto.

14.20    Survival

The provisions of this Article (and all other provisions of this Agreement which are necessary to give effect to each of the provisions of this Article) shall survive the permanent repayment in full of all credit outstanding under the Credit Facility and the termination of the Individual Commitments of the Lenders hereunder until such time as all of the Obligations of Borrowers have been repaid in full and all of the Individual Commitments of the Credit Parties have been terminated.

14.21    Cash Management Services and Hedging Agreements

No Cash Management Bank or Hedge Bank that obtains the benefits of Section 14.19 or the Guarantee by virtue of the provisions hereof or any other Credit Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Cash Management Services provided by any Cash Management Bank and Hedging Agreements entered into with any Hedge Bank unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

14.22    Lender Representations.

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the

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avoidance of doubt, to or for the benefit of Borrowers or any other Obligor, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans (defined below) in connection with the Loans or the Individual Commitments,

As used in the clause (i), “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Individual Commitments and this Agreement,

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Individual Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Individual Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Individual Commitments and this Agreement, or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

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(b)    In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrowers or any other Obligor, that:

(i)    neither the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents related to hereto or thereto),

(ii)    the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Individual Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii)    the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Individual Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv)    the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Individual Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Individual Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v)    no fee or other compensation is being paid directly to the Administrative Agent or any joint lead arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Individual Commitments or this Agreement.

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(c)    The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Individual Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Individual Commitments for an amount less than the amount being paid for an interest in the Loans or the Individual Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

14.23    Erroneous Payments

(a)    If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Banking Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to

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any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)    Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)    (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)    such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Banking Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 14.23(b).

(c)    Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Credit Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d)    In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Individual Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount

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equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Individual Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an assignment with respect to such Erroneous Payment Deficiency Assignment, and such Lender or shall deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Individual Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Subject to Section 15.5 (but excluding, in all events, any assignment consent or approval requirements (whether from a Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Individual Commitments of any Lender and such Individual Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Credit Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”) (provided that the Obligations of Borrowers and Guarantors under the Credit Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment); provided, further, that for the avoidance of doubt, this provision shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the

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Administrative Agent from a Borrower for the purpose of making such Erroneous Payment.

(e)    The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by a Borrower or any other Obligor, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from a Borrower or any other Obligor for the purpose of making such Erroneous Payment.

(f)    To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g)    Each party’s obligations, agreements and waivers under this Section 14.23 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Individual Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

(h)    This Section 14.23 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent.”

ARTICLE 15 MISCELLANEOUS

15.1    Notices

All notices and other communications provided for herein shall be in writing and shall be personally delivered to an officer or other responsible employee of the addressee or sent by email or telefacsimile, charges prepaid, at or to the applicable addresses or telefacsimile numbers, as the case may be, set out opposite the parties name on the signature page hereof or at or to such other address or addresses, telefacsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Banking Day and such delivery was received before 4:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of delivery. Any communication which is transmitted by telefacsimile as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Banking Day and such transmission was

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received before 4:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of transmission.

15.2    Severability

Any provision hereof which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

15.3    Counterparts

This agreement may be executed and delivered in one or more original, faxed or .pdf signed counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

15.4    Successors and Assigns

This agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

15.5    Assignment

(a)    Neither the Credit Documents nor the benefit thereof may be assigned by the Obligors without the prior written consent of the Administrative Agent and each Lender.

(b)    Subject to compliance with Section 15.5(f), a Lender may at any time sell to one or more other persons (“Participants”) participating interests in any credit outstanding hereunder, any commitment of the Lender hereunder or any other interest of the Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, (i) the Lender’s obligations under this Agreement to Borrowers shall remain unchanged, (ii) the Lender shall remain solely responsible for the performance thereof and Borrowers, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the Credit Documents; and (iii) any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Sections 14.4(b). Each Borrower agrees that if amounts outstanding under this Agreement are due and unpaid, or shall have been declared to be or shall have become due and payable upon the occurrence of an Event of Default, or any Default which might mature into an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its

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participating interest were owing directly to it as the Lender under this Agreement. Each Borrower also agrees that each Participant shall be entitled to the benefits of Article 8 with respect to its participation hereunder; provided, that no Participant shall be entitled to receive any greater amount pursuant to such Article than the Lender with the relevant Individual Commitment at the date hereof would have been entitled to receive in respect of the amount of the participation transferred by the Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts of each Participant’s interest in the Loans or other Obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code in connection with any Tax audit or other Tax proceeding of Borrowers. The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(c)    With the prior written consent of (i) the Borrower Representative (which consent shall not be required (x) if such sale is to (A) one or more other Lenders, (B) an Affiliate of any Lender or (C) any Approved Fund of a Lender which, in the case of clauses (B) and (C) is a Qualifying Bank or (y) in circumstances where an Event of Default has occurred and is continuing) (such consent not to be unreasonably withheld or delayed and it being understood that it is not unreasonable for the Borrower Representative to withhold its consent if, following such assignment the 10 Non-Bank Rule would be violated; provided (for the avoidance of doubt) that the Lenders shall have the right to make assignments such that there can be up to 10 Lenders which are not Qualifying Banks in aggregate under the Credit Facility); provided that the Borrower Representative shall be deemed to have consented to any such sale unless it shall object thereto by written notice to the Administrative Agent within ten (10) Banking Days after having received notice thereof and (ii) the Administrative Agent (which consent shall not be required if such sale is to one or more other Lenders, to an Affiliate of any Lender or to any Approved Fund of a Lender) (such consent not to be unreasonably withheld or delayed), a Lender may at any time sell all or any part of its rights and obligations under the Credit Documents (but not less than the lesser of (x) $5,000,000 and (y) the entirety of its Individual Commitment) to one or more Persons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural

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Person) (“Purchasing Lenders”), provided that such consent is not required in the case of the sale by a Schedule II Lender to its Affiliate that is listed in Schedule III to the  Bank Act (Canada) and which is a Qualifying Bank.  Upon such sale, the Lender shall, to the extent of such sale, be released from its obligations under the Credit Documents and each of the Purchasing Lenders shall become a party to the Credit Documents to the extent of the interest so purchased; provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of damages arising in connection with it being or becoming a Defaulting Lender.  Any such assignment by a Lender shall not be effective unless and until such Lender has paid to the Administrative Agent an assignment fee in the amount of $3,500 for each Purchasing Lender, unless and until the Purchasing Lender has executed an instrument substantially in the form of Exhibit B hereto whereby the Purchasing Lender has agreed to be bound by the terms of the Credit Documents as a Lender and has agreed to a specific Individual Commitment and a specific address and telefacsimile number for the purpose of notices as provided in Section 15.11 and specifying if the Purchasing Lender is or is not a Qualifying Bank, unless and until the requisite consents to such assignment have been obtained, unless and until a copy of a fully executed copy of such instrument has been delivered to the Administrative Agent and the Borrower Representative.  Upon any such assignment becoming effective, (i) Schedule A hereto shall be deemed to be amended to include the Purchasing Lender as a Lender with the specific Individual Commitment, address and telefacsimile number as aforesaid and the Individual Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the Purchasing Lender and (ii)  the cover page to this Agreement shall be deemed to be amended (and counsel to the Administrative Agent is hereby authorized to make any such amendments to the extent requested by the Administrative Agent) to include a reference thereon to the Purchasing Lender as a Lender and, if applicable, any title awarded to such Purchasing Lender (for the avoidance of doubt, any such title being awarded strictly upon the unanimous agreement of The Bank of Nova Scotia, HSBC Bank USA, National Association, Canadian Imperial Bank of Commerce and Borrowers).

(d)    Borrowers authorize the Administrative Agent and the Lenders to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning Borrowers which has been delivered to them by or on behalf of Borrowers pursuant to this Agreement or which has been delivered to them by or on behalf of Borrowers in connection with their credit evaluation of the Obligors prior to becoming a party to this Agreement, so long as any such Transferee agrees to be bound by confidentiality provisions substantially the same as those set forth in this Agreement.

(e)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure

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obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)    Except as otherwise permitted under Section 15.5(c), no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under the Credit Facility to that other person, unless under such arrangement throughout the life of such arrangement:

(i)    the relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor);

(ii)    the other person will have no proprietary interest in the benefit of the Credit Facility or in any monies received by the Lender under or in relation to the Credit Facility; and

(iii)    the other person will under no circumstances (other than permitted transfers under Section 15.5(c) (y) be subrogated to, or substituted in respect of, the Lender’s claims under the Credit Facility; and (z) have otherwise any contractual relationship with, or rights against, the Obligors under or in relation to the Credit Facility.

15.6    Entire Agreement.

This agreement and the agreements referred to herein and delivered pursuant hereto constitute the entire agreement between the parties hereto and supersede any prior agreements, undertakings, declarations, representations and understandings, both written and verbal, in respect of the subject matter hereof.

15.7    Register.

The Administrative Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices in Toronto, Ontario a copy of each assignment and assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

15.8    Judgment Currency.

(a)    If, for the purpose of obtaining or enforcing judgment against any Obligor in any court in any jurisdiction, it becomes necessary to convert into a particular

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currency (such currency being hereinafter in this Section 15.8 referred to as the “Judgment Currency”) an amount due in another currency (such other currency being hereinafter in this Section 15.8 referred to as the “Indebtedness Currency”) under this Agreement, the conversion shall be made at the rate of exchange prevailing on the Banking Day immediately preceding:

(i)    the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(ii)    the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 15.8(a)(ii) being hereinafter in this Section 15.8 referred to as the “Judgment Conversion Date”).

(b)    If, in the case of any proceeding in the court of any jurisdiction referred to in Section 15.8(a)(ii), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, Borrowers shall pay to the appropriate judgment creditor or creditors such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Indebtedness Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

(c)    Any amount due from Borrowers under the provisions of Section 15.8(b) shall be due to the appropriate judgment creditor or creditors as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

(d)    The term “rate of exchange” in this Section 15.8 means the noon spot rate of exchange for Canadian interbank transactions applied in converting the Indebtedness Currency into the Judgment Currency published by the Bank of Canada for the day in question.

15.9    USA PATRIOT Act.

Each Lender that is subject to the requirements of the USA PATRIOT Act and C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) hereby notifies the Obligors that pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of such Obligor and other information that will allow each such Lender to identify the Obligors in accordance with the USA PATRIOT Act and

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the Beneficial Ownership Regulation, and each Obligor agrees to provide such information from time to time to such Lender.

15.10    Appointment of Process Agent.

The Swiss Borrower hereby irrevocably appoints U.S. Borrower (the “Process Agent”), as its agent to receive on behalf of the Swiss Borrower and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Swiss Borrower in care of the Process Agent at the Process Agent’s notice address, and the Swiss Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf.

15.11    Anti-Money Laundering Laws

(a)    Each Borrower acknowledges that, pursuant to Anti-Money Laundering Laws, the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding such Borrower and its Subsidiaries and their directors, authorized signing officers, direct or indirect shareholders or unitholders or other Persons in control of such Borrower and/or any such Subsidiary, and the transactions contemplated hereby.  Such Borrower shall promptly:

(i)    provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee of a Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence; and

(ii)    if requested from time to time, notify the recipient of any such information of any changes thereto.

(b)    If, upon the written request of any Lender, the Administrative Agent has ascertained the identity of any Borrower or any of its Subsidiaries or any authorized signatories of any Borrower or any of its Subsidiaries for the purposes of applicable AML Legislation on such Lender’s behalf, then the Administrative Agent:

(i)    shall be deemed to have done so as an agent for such Lender, and this Agreement shall constitute a “written agreement” in such regard between such Lender and the Administrative Agent within the meaning of applicable AML Legislation; and

(ii)    shall provide to such Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

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Notwithstanding the foregoing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of any Borrower or any of its Subsidiaries or any authorized signatories of any Borrower or any of its Subsidiaries, on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Borrower or any of its Subsidiaries or any such authorized signatory in doing so.

15.12    Anti-Corruption

Each Borrower hereby confirms to the Administrative Agent and the Lenders that such Borrower and its Subsidiaries have instituted and maintain, and will continue to maintain, policies and procedures designed to promote and achieve compliance with applicable laws prohibiting or restricting the offering, promising, payment or giving of money or value to influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage.

15.13    No Fiduciary Duty

Each Lender and its Affiliates (collectively, solely for purposes of this Section 15.133, the “Banks”), may have economic interests that conflict with those of Borrowers, their shareholders and/or their Affiliates.  Each Borrower acknowledges and agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) (the “Credit Document Transactions”) are arm’s-length commercial transactions between the Lenders, on the one hand, and such Borrower, on the other, and (ii) in connection with the Credit Document Transactions and with the process leading thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of Borrowers, their shareholders or their Affiliates with respect to the Credit Document Transactions or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise Borrowers, their shareholders or their Affiliates on other matters) or any other obligation to Borrowers except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Borrower, its management, shareholders, creditors or any other Person in respect of the Credit Document Transactions except as otherwise expressly set forth in the Credit Documents.  Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the Credit Document Transactions and the process leading thereto.  Each Borrower agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Borrower, in connection with the Credit Document Transactions or the process leading thereto except as otherwise expressly set forth in the Credit Documents.

15.14    Confidentiality

In connection with the Credit Facility and their respective obligations hereunder, each of the Obligors will be furnishing to the Credit Parties certain confidential information, including financial information relating to Obligors (any such confidential information and any

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other materials, documents, and information that the Obligors may furnish in connection with this Agreement and their respective obligations hereunder, together with any analysis, compilations, studies or other documents prepared by any of the Credit Parties or their Representatives that contain or otherwise reflect such information or their review thereof, are collectively called the “Confidential Information”). Notwithstanding the foregoing, the term “Confidential Information” does not include information that (a) is or becomes available to the public other than as a result of a breach of the terms of this Agreement; (b) was or becomes available to the Credit Parties or their Representatives on a non-confidential basis from a source other than the Obligors or any other Credit Party provided such source was not known by the recipient Credit Party or its Representatives to be prohibited from making such disclosure; or (c) was independently developed by or for the Credit Party without use of or reference to the Confidential Information.

Each Credit Party hereby agrees that neither it nor its Representatives will disclose to, or discuss with, any person, any of the Confidential Information, except that such Credit Party may, in connection with the ongoing evaluation and participation in the Credit Facility, disclose the Confidential Information (i) to its Representatives who have a need to know of such information, who are aware of the confidential nature of such information and who have been instructed to keep such information confidential in accordance with this Section 15.14, (ii) to any Person if such Credit Party has received the prior written consent of Borrowers, (iii) to Official Bodies having regulatory authority over such Credit Party or its Affiliates, (iv) as requested pursuant to or as required by applicable Requirements of Law (in which case such Credit Party agrees to inform Borrowers promptly thereof to the extent practicable and not prohibited by relevant Requirements of Law), (v) in connection with any legal proceeding in which such Credit Party or any of its Affiliates are involved (in which case such Person agrees to inform Borrowers promptly thereof to the extent practicable and not prohibited by relevant Requirements of Law), (vi) to any actual or prospective Lender or swap counterparty that has agreed to be bound by provisions substantially the same as the provisions of this Section 15.14, (vii) to the extent necessary or customary for inclusion in league table measurements or (viii) on a confidential basis that is substantially the same as the provisions of this Section 15.14, to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender. In making disclosure contemplated by clauses (iv) and (v) above, the Credit Party or, as applicable, its Representatives shall only disclose such Confidential Information as advised by its legal counsel is required or necessary by any applicable Requirement of Law and in a manner reasonably designed to preserve, to the greatest extent possible, such information’s confidential nature. The agreements of each Credit Party set forth in this Section 15.14 shall not apply to any such information that (a) is or becomes generally available to the public other than as a result of a disclosure in violation of this Section 15.14 by such Credit Party or its Representatives, (b) becomes available to such Credit Party on a non-confidential basis from a source other than Borrowers or one of their agents (which source, to the knowledge (after reasonable inquiry) of such Credit Party, is not bound by any obligation of confidentiality to any Borrower) or (c) was known to such Credit Party a non-confidential basis prior to its disclosure to such Credit Party by any Borrower or one of its agents. Each Credit Party hereby agrees that, in the event of any breach by it or any of its Representatives of this Section 15.14, the Obligors will be entitled to

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seek equitable relief (including injunction and specific performance) in addition to all other remedies available at law or in equity and that the Credit Party shall be liable for any breach by its Representatives of the terms of this Section 15.14. Notwithstanding anything contained herein, nothing in this Agreement shall prohibit or in any way restrict any Credit Party from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or an self-regulatory organization, or making other disclosures pursuant to applicable “whistleblower” laws or regulations.

15.15    WAIVER OF JURY TRIAL

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15.16    Acknowledgment and Consent to Bail-In of EEA Affected Financial Institutions.

Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership

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will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document or

(iii)    the variation of the terms of liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

15.17    Expenses

Borrowers shall, or shall cause their Restricted Subsidiaries to (i) reimburse the Administrative Agent, within 30 days from written demand therefor (together with backup documentation supporting such reimbursement request) (except in connection with such reimbursement on the Closing Date, so long as the applicable fees have been invoiced at least two (2) Banking Days prior to the Closing Date) for all reasonable and documented out-of-pocket costs, charges and expenses incurred by or on behalf of the Administrative Agent (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Lenders, taken as a whole, and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) in connection with the negotiation, preparation, execution, delivery, syndication, administration and interpretation of the Credit Documents and the closing documentation ancillary to the completion of the transactions contemplated hereby and thereby and any amendments, consents and waivers hereto (whether or not consummated or entered into), the charges of Intralinks and any lien search fees and (ii) reimburse the Administrative Agent and the Lenders, on demand, for all reasonable and documented out-of-pocket costs, charges and expense incurred by or on behalf of any of them (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documents.

15.18    Acknowledgement Regarding Any Supported QFCs.

To the extent that the Credit Documents provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party

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will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

ARTICLE 16 GUARANTEE

16.1    The Guarantee

In order to induce the Lenders to enter into this Agreement and the Notes and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Loans hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders (and, for the avoidance of doubt, any Persons who were Lenders or Affiliates of Lenders at the time of entry into any Hedging Agreement) as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any other Credit Document, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent and the Lenders, or their respective order, on demand, together with any and all reasonable and documented costs, fees and expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations.

Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, because of any applicable Requirement of Law relating to fraudulent conveyances or transfers or similar principles) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable Requirements of Law, including Debtor Relief Laws.

16.2    Bankruptcy.

If acceleration of the time for payment, or the liability of any Borrower to make payment, of any amount specified to be payable by such Borrower in respect of its Obligations is stayed, prohibited or otherwise affected upon any proceeding under any Debtor Relief Law or other event affecting such Borrower or payment of any of its Obligations by such Borrower, all

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amounts that would become due but for the operation of such Debtor Relief Law shall nonetheless be deemed for all purposes of this Guarantee to be and to have become due and payable by such Borrower and shall be payable by each Guarantor under this Guarantee immediately forthwith on demand by the Administrative Agent unless otherwise prohibited or restricted by any Requirement of Law. Each of the Guarantors further agrees that to the extent that a Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent or any Lender, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to a Borrower or a Guarantor, the estate of such Borrower or a Guarantor, a trustee, monitor, receiver or any other party under any Debtor Relief Law, common law or equitable cause or other Requirement of Law, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.

16.3    Continuing Guaranty.

This Guarantee is a continuing guaranty and shall: (i) remain in full force and effect until the later of (x) the payment in full in cash of the Obligations and all other amounts payable by the Guarantor, and (y) all the commitments to lend hereunder have been terminated; (ii) be binding on each Guarantor, its successors and assigns; and (iii) inure to the benefit of and be enforceable by the Administrative Agent, the Lenders and their successors, pledges, transferees and assigns. Without limiting the generality of the foregoing, any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under any Credit Document to any other Person, and such Person shall thereupon become vested with all the benefits in respect thereof granted to such Person herein or otherwise.

16.4    Nature of Liability.

The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Obligations of Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by any Borrower or by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of any other guarantor or of any other party as to the Obligations of Borrowers, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the Obligations which the Administrative Agent or such Lenders repay to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

16.5    Independent Obligation.

The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or any Borrower, and a separate action or actions may be brought and

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prosecuted against each Guarantor whether or not action is brought against any other Guarantor or any Borrower and whether or not any other Guarantor or any Borrower is joined in any such action or actions.

16.6    Authorization.

Each of the Guarantors authorizes the Administrative Agent and each Lender without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) amend, modify, renew, restate, compromise, extend, continue, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations or any part thereof in accordance with this Agreement and any other Credit Document, as applicable, including any increase or decrease of the rate of interest thereon, (b) [reserved], (c) [reserved], and (d) release or substitute any one or more endorsers, Guarantors, Borrowers or other obligors.

16.7    Reliance.

It is not necessary for the Administrative Agent or the Lenders to inquire into the capacity or powers of any Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

16.8    [Reserved].

16.9    Waiver.

(a)    Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent or any Lender to (i) proceed against any Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from any Borrower, any other guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent’s or any Lender’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of any Borrower, any other guarantor or any other party other than payment in full of the Obligations (other than contingent indemnity obligations), including without limitation any defense based on or arising out of the disability of any Borrower, any other guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment in full of the Obligations. The Administrative Agent may, at its election, foreclose on any security held by the Administrative Agent by one or more judicial or nonjudicial sales (to the extent such sale is permitted by applicable Requirements of Law), or exercise any other right or remedy the Administrative Agent or any Lender may have against any Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid in full and the commitments to lend hereunder have been

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terminated. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against any Borrower or any other party or any security.

(b)    Each of the Guarantors waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guarantee, and notices of the existence, creation or incurring of new, additional, restated or continued Obligations. Each Guarantor assumes all responsibility for being and keeping itself informed of any Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks.

(c)    Each Guarantor waives all other acts or omissions to act or delay of any kind by the Administrative Agent, any Lender or any other person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantee, and each Guarantor waives all other defense available to a guarantor or surety, whether at law or in equity.

(d)    Borrowers and the Guarantors are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of Borrowers has a direct, tangible and immediate impact on the success of each Guarantor. Each Guarantor will derive substantial direct and indirect benefit from the extensions of credit to Borrowers hereunder. Each Guarantor hereby waives any right to revoke this Guarantee, and acknowledges that this Guarantee is continuing in nature and applies to all Obligations, whether existing now or in the future. Each Guarantor knowingly waives certain rights and defenses as set forth in this Agreement in contemplation of the benefits that it will receive.

(e)    Each of the Guarantors hereby agrees that it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guarantee (whether contractual, under applicable Debtor Relief Law, or otherwise) to the claims of the Administrative Agent or the Lenders against any Borrower or any other guarantor of the Obligations of Borrowers owing to the Administrative Agent or the Lenders (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guarantee until such time as the Obligations shall have been paid in full and the commitments to lend hereunder have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which

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the Administrative Agent or the Lenders now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Obligations of Borrowers and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Administrative Agent and the Lenders to secure payment of the Obligations of Borrowers until such time as the Obligations (other than contingent indemnity obligations) shall have been paid in full and the commitments to lend hereunder have been terminated.

16.10    [Reserved].

16.11    Keepwell.

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 16.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 16.11, or otherwise under this Guarantee, as it relates to such other Obligor, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 16.11 shall remain in full force and effect until a termination of this Guarantee in accordance with Section 16.3. Each Qualified ECP Guarantor intends that this Section 16.11 constitute, and this Section 16.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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SCHEDULE A LENDERS AND INDIVIDUAL COMMITMENTS

Lenders	2025 Incremental Commitments	Aggregate Commitments
The Bank of Nova Scotia	$76,000,000	$266,000,000
Canadian Imperial Bank of Commerce	$76,000,000	$266,000,000
Bank of America, N.A.	$76,000,000	$266,000,000
Bank of Montreal, Chicago Branch	$43,000,000	$150,500,000
National Bank of Canada	$43,000,000	$150,500,000
Royal Bank of Canada	$43,000,000	$150,500,000
The Toronto-Dominion Bank	$43,000,000	$150,500,000

Document

Exhibit 10.2

EMPLOYMENT AGREEMENT

[Conformed through Amendment No. 1 dated February 2026]

THIS EMPLOYMENT AGREEMENT (as amended, the “Agreement”), is made as of March 17, 2025, by and between Royal Gold, Inc. (the “Company”), and William H. Heissenbuttel (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, the Company desires to continue to employ the Executive; and

WHEREAS, the Executive has agreed to accept continued employment on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree as follows:

1.    Agreement. As of the Effective Date, the Executive shall continue to be an employee of the Company until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of Employment”).

2.    Position. During the Term of Employment, the Executive shall serve as the President and Chief Executive Officer of the Company.

3.    Scope of Employment. During the Term of Employment, the Executive shall be responsible for the performance of those duties which may from time to time be assigned to the Executive by the Board of Directors (the “Board”). The Executive shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. The Executive shall travel as reasonably required by the Executive’s job duties. The Executive shall devote substantially all of the Executive’s business time, loyalty, attention, and efforts to the business and affairs of the Company and its affiliates. During the Term of Employment, the Executive will not engage in any other employment, occupation, consulting, or other business activity; provided, however, that nothing herein shall preclude the Executive from (i) serving as a member of the board of an entity affiliated with the Company; (ii) engaging in charitable or community activities, including serving as a member of the board of a charitable or community organization; (iii) serving as a member of the board of an outside public company, provided that the Executive shall have received approval of the Board before accepting such position; (iv) serving as a member of the board of an outside private company or other entity not addressed in subsections (i) through (iii) above, including serving as a member of the board of an industry or trade organization, provided that the Executive shall have received the approval of the Board before accepting such position; (v) participating in other activities of industry and trade organizations; (vi) managing the Executive’s and the Executive’s family’s personal investments and affairs; or (vii) engaging in other employment, occupation, consulting, or other business activities with the prior approval of the Board; provided, further, that with respect to the activities specified in subsections (ii) through (vi) above, they do not, (A) individually and/or in the aggregate, materially interfere with the regular performance of the Executive’s duties and responsibilities under this Agreement, or (B) constitute activities that compete with the business of Company and/or that violate Executive’s obligations under the Restrictive Covenants Agreement (defined below).

4.    Compensation. As full compensation for all services rendered by the Executive to the Company and any affiliate thereof, during the Term of Employment, the Company will provide to the Executive the following:

(a)    Base Salary. During the Term of Employment, the Executive shall receive a base salary at the annualized rate of not less than $918,000 (the “Base Salary”). The Executive’s Base Salary shall be paid in equal installments in accordance with the Company’s regularly established payroll procedures. The Executive’s Base Salary will be reviewed on an annual or more frequent basis by the Board and is subject to increase (but not decrease) in the discretion of the Board. Upon any such adjustment, the adjusted amount shall thereafter be deemed to be the Base Salary for purposes of this Agreement.

(b)    Annual Discretionary Bonus. Following the end of each fiscal year, the Executive will be considered for an annual incentive bonus (the “Annual Bonus”) with respect to each fiscal year of the Executive’s employment with the Company. The amount, terms, and conditions of the Annual Bonus (if any) are to be determined at the sole discretion of the Board. The actual payout amount for any fiscal year is discretionary and will be subject to the assessment of the Executive’s performance by the Board, business conditions at the Company, and the terms of any applicable bonus plan as approved by the Board from time to time. No amount of Annual Bonus is guaranteed, and the Executive must be an employee in good standing on the date any such bonus is distributed in order to be eligible for such bonus, as it also serves as an incentive to remain employed by the Company. Any Annual Bonus will be paid by no later than March 31 of the calendar year after the bonus year to which it relates.

(c)    Equity Award Opportunities. The Executive shall be eligible to participate throughout the Term of Employment in the Company’s equity incentive plans as may be in effect from time to time in accordance with the Company’s compensation policies and practices as in effect from time to time and on such terms, and subject to such conditions, as the Board shall determine.

(d)    Benefits. Subject to eligibility requirements and the Company’s policies, the Executive shall have the right, on the same basis as other similarly-situated executive officers of the Company, to participate in, and to receive benefits under, all employee health, disability, insurance, fringe, welfare benefit and retirement plans, arrangements, practices and programs the Company provides to its senior executives in accordance with the terms thereof as in effect from time to time. The Company reserves the right to modify, amend or terminate any and all of its benefits plans at its discretion.

(e)    Paid Time Off. During the Term, the Executive shall be entitled to paid vacation, sick time, and holidays in accordance with the Company’s applicable policy.

(f)    Withholdings. All compensation payable to the Executive shall be subject to applicable taxes and withholdings.

5.    Expenses. The Executive will be reimbursed for the Executive’s actual, necessary and reasonable business expenses pursuant to Company policy, subject to the provisions of Section 3 of Exhibit A attached hereto.

6.    Restrictive Covenants Agreement. As a condition of the Executive’s continued employment pursuant to the terms hereof, the Executive shall execute the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement”) attached hereto as Exhibit B.

7.    Employment Termination. The employment of the Executive shall terminate upon the occurrence of any of the following:

(a)    Upon the death or Disability of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twenty-six (26) weeks in any twelve-month period, provided that if the Company maintains a disability protection group insurance plan under which the Executive is entitled to receive benefits, the Executive would be entitled to receive benefits under such disability protection group insurance plan as a result of the physical or mental illness or disability. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein due to Disability.

(b)    At the election of the Company, with or without Cause (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean:

(i)    in the reasonable judgment of the Board, the Executive has committed fraud, theft, embezzlement, or misappropriation against the Company or any of its affiliates;

(ii)    the Executive is found guilty by a court of law having jurisdiction of the matter of having committed a felony or any other crime involving moral turpitude, or has entered a plea of guilty or nolo contendere to a felony or any other crime involving moral turpitude;

(iii)    in the reasonable judgment of the Board, the Executive has misappropriated Proprietary Information (as defined in the Restrictive Covenants Agreement) or has engaged in gross or willful misconduct that causes substantial and material harm to the business and operations of the Company or any of its affiliates;

(iv)    in the reasonable judgment of the Board, the Executive has materially breached any written employment policy of the Company, including, without limitation, the Company’s Code of Business Conduct and Ethics;

(v)    the Executive’s continued failure or refusal to perform the duties and responsibilities of the Executive’s position (other than by reason of the Executive’s Disability) which has continued for more than 30 days following written notice of such failure from the Company; or

(vi)    the Executive’s failure or refusal to reasonably cooperate with a bona fide internal investigation by the Company or an investigation of the Company by regulatory or law enforcement authorities, after being instructed by the Company to cooperate (provided, however, that the Executive’s failure or refusal to waive attorney-client privilege relating to communications with the Executive’s own attorney in connection with an investigation will not constitute “Cause”), or the Executive’s willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the Executive’s inducement of others to fail or refuse to cooperate or to produce documents or other materials in connection with such investigation.

(c)    At the election of the Executive, with or without Good Reason (as defined below), upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the

timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

(i)    a material diminution of the Executive’s base compensation;

(ii)    a material diminution in the Executive’s authority or responsibilities;

(iii)    receipt of notice that the Company will materially change the geographic location at which the Executive provides services to the Company, such that the Company office serving as the Executive’s principal place of employment will be relocated more than fifty (50) miles distant from the Company office serving as the Executive’s then-current principal place of employment immediately prior to such relocation; or

(iv)    any material breach by the Company of this Agreement, to the extent not otherwise covered by this paragraph.

“Good Reason Process” consists of the following steps: (1) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (2) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within ninety (90) days of the first occurrence of such condition; (3) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (4) notwithstanding such efforts, the Good Reason Condition continues to exist; and (5) the Executive terminates employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. For the purpose of delivery of notice under clause (2) of this definition, a Good Reason Condition shall be deemed to have first occurred as the result of a material diminution under Section 7(c)(i) or (ii) above, or a relocation under Section 7(c)(iii) above, that occurs incrementally over a period of time (not to exceed twelve (12) months) when such diminution or relocation, in the aggregate, becomes material or meets the applicable threshold, as applicable.

8.    Effect of Termination.

(a)    Terminations by the Company For Cause or by the Executive Without Good Reason. If the Executive’s employment is terminated by the Executive other than for Good Reason or by the Company for Cause, the Executive shall only be entitled to receive (i) the Base Salary that has accrued and to which the Executive is entitled as of the effective date of such termination from employment with the Company (the “Date of Termination”) and to the extent consistent with general Company policy, to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation in accordance with Section 5 hereof, and (iii) any amounts or benefits to which the Executive is then entitled under the terms of the benefit plans then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”)) (the payments described in this sentence, the “Accrued Obligations”), and the Company’s other obligations under this Agreement shall immediately cease.

(b)    Termination by the Company Without Cause or by the Executive With Good Reason Not Within a Change in Control Protection Period. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason not within a Change in Control Protection Period (as defined below), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(f) and Exhibit A hereof, the Company shall:

(i)    pay the Executive, in a lump sum, an amount equal to (x) one (1) times Executive’s Base Salary, (y) one (1) times the Bonus Amount (as defined below), and (z) a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination. For purposes herein, the Executive’s “Bonus Amount” shall be defined as the greater of (I) the target amount for the Executive’s Annual Bonus (or if expressed as a range without a target, the average of the low and high values in the range) under the bonus plan in effect immediately prior to the Date of Termination, and (II) the average of the Annual Bonuses paid to the Executive for the three (3) full fiscal years ending immediately prior to the Date of Termination (provided that if the Executive has not been eligible to receive an Annual Bonus for three (3) fiscal years preceding the Date of Termination, then the average of Annual Bonuses shall be based on the lesser number of fiscal years for which the Executive has been eligible to receive an Annual Bonus, and further, that if the Executive has received an Annual Bonus for a portion of a fiscal year, then the amount of such Annual Bonus shall be annualized solely for purposes of the determination with respect to the average of Annual Bonuses); and

(ii)    provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue to pay for twelve (12) months following the Executive’s Date of Termination or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments, if to the Executive, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA (the payments and benefits under Sections 8(b)(i) and 8(b)(ii), collectively, the “Severance Benefits”).

(c)    Termination by the Company Without Cause or by the Executive With Good Reason Within a Change in Control Protection Period. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason within a Change in Control Protection Period, then the Executive shall be entitled to the Accrued Obligations. In addition, in lieu of the Severance Benefits set forth in Section 8(b) above, and subject to the conditions of Section 8(f) and Exhibit A hereof, the Company shall:

(i)    pay the Executive, in a lump sum, an amount equal to (x) two and one-half (2.5) times the Executive’s Base Salary (or Executive’s Base Salary in effect immediately prior to

the Change in Control (as defined below), if higher), (y) two and one-half (2.5) times the Bonus Amount, and (z) a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination; provided, however, the amount of the lump sum payable pursuant to this Section 8(c)(i) shall not exceed the amount that is equal to three (3) times the sum of Executive’s Base Salary and the Bonus Amount; and

(ii)    provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the COBRA law, continue to pay for twenty-four (24) months following the Executive’s Date of Termination or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments, if to the Executive, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and

(iii)    arrange to provide for the Executive (and the Executive’s eligible dependents) benefits provided under any vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plans maintained by the Company for full-time employees for twenty-four (24) months following the Executive’s Date of Termination or until the Executive has secured other employment, whichever occurs first. If and to the extent that the Company cannot provide such coverage to the Executive (and the Executive’s eligible dependents) under any such vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plans (i) solely due to the fact that the Executive is no longer an employee or officer of the Company or (ii) as a result of the amendment or termination of any vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plan, the Company will then pay or provide for the payment of such vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plan during the twenty-four (24) months following the Executive’s Date of Termination or until the Executive has secured other employment, whichever occurs first. The Executive acknowledges and agrees that the Executive is responsible for paying the balance of any costs not paid by the Company under this Agreement which are associated with the Executive’s (and the Executive’s eligible dependents’) participation in any vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plan and that the Executive’s failure to pay such costs may result in the termination of the Executive’s (and the Executive’s eligible dependents’) participation in such plan (the payments and benefits under Sections 8(c)(i), 8(c)(ii) and 8(c)(iii), collectively, the “Change in Control Severance Benefits”).

In the event that the Date of Termination occurs during the portion of the Change in Control Protection Period that precedes a Change in Control and the Executive has already commenced

receiving payments and/or benefits under Section 8(b) prior to the Change in Control, then (i) the Executive will be entitled to the payments and benefits under this Section 8(c) in lieu of any additional payments or benefits under Section 8(b), but only to the extent an equivalent payment and/or benefit has not already been paid or provided pursuant to Section 8(b), and (ii) any payments that the Executive would have otherwise been entitled to under this Section 8(c) that have not otherwise been paid to the Executive as of the Change in Control will be paid to the Executive in a lump sum within sixty (60) days following the occurrence of the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, any such payment, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid in the second calendar year by the last day of such 60-day period.

(d)    Termination Due to Death. If the Executive’s employment is terminated by reason of the Executive’s death, the Company shall have no further obligations under this Agreement to the Executive’s legal representatives other than those obligations under the terms of a Company plan or program that take effect at the date of the Executive’s death, and, the Company shall pay the Executive’s estate, and the Executive’s estate shall be entitled to receive, (i) the Accrued Obligations, plus (ii) upon valid execution of a Release Agreement (as defined below) by an authorized executor of the Executive’s estate, a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination, payable within sixty (60) business days of the Date of Termination, with the exact timing of payment determined in the Company’s sole discretion, provided that, if the Date of Termination is within sixty (60) days prior to the end of a calendar year, payment of the amounts set forth in (ii) will be made in the subsequent calendar year.

(e)    Termination Due to Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability, the Company shall have no further obligations under this Agreement to the Executive except for obligations which expressly continue after termination of employment due to Disability, and, the Company shall pay the Executive, and the Executive shall be entitled to receive, (i) the Accrued Obligations, plus, (ii) upon valid execution of the Release Agreement, a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination, payable within sixty (60) business days of the Date of Termination, with the exact timing of payment determined in the Company’s sole discretion, provided that if the Date of Termination is within sixty (60) days prior to the end of a calendar year, payment of the amounts set forth in (ii) will be made in the subsequent calendar year. In addition, the Executive shall be entitled to receive any disability benefits payable in accordance with the Company’s plans, programs and policies as in effect from time to time.

(f)    Release and Timing of Payments. As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the Executive must execute and deliver to the Company a severance and release of claims agreement substantially in the form attached hereto as Exhibit C, as it may be modified by the Company to comply with applicable law while preserving the original intent of the Parties (the “Release Agreement”), and the Release Agreement must have become irrevocable within sixty (60) days following the

Executive’s Date of Termination (or such shorter period as may be reasonably directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, are subject to Exhibit A and, to the extent taxable, shall be paid or commence, as applicable, within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, any payments due under Section 8(b) or 8(c) above, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The Executive must continue to comply with the Release Agreement, the Restrictive Covenants Agreement, and any similar agreement with the Company in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable.

(g)    Change in Control Definition. For purposes of this Agreement, “Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, solely to the extent necessary to avoid adverse personal income tax consequences to the Executive in connection with Change in Control Severance Benefits, such transaction also constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii):

(i)    the consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or group (both as defined in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than a person that, prior to such transaction or series of related transactions, is controlled directly or indirectly by the Company);

(ii)    a transaction or a series of related transactions whereby any person or group (other than a person that, prior to such transaction or series of related transactions, is controlled directly or indirectly by the Company) becomes the beneficial owner of more than fifty percent (50%) of the total voting power of the outstanding voting stock of the Company;

(iii)    the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company (regardless of whether, in either case, the Company is the surviving person), other than any such transaction in which the stockholders of the Company before such transaction own directly or indirectly at least a majority of the voting power of the outstanding voting stock of the surviving person in such reorganization, merger, or consolidation transaction immediately after such transaction;

(iv)    during any period of two (2) consecutive years, members who at the beginning of such period constituted the Board shall have ceased for any reason to constitute a majority thereof, unless the election, or nomination for election, by the Company’s equity holders of each director shall have been approved by the vote of at least a majority of the directors (A) then still in office and (B) either who were directors at the beginning of such period or whose election or nomination for election was previously so approved (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(v)    the stockholders of the Company adopt a plan or proposal for the liquidation, winding up, or dissolution of the Company.

(h)    Change in Control Protection Period Definition. For purposes of this Agreement, “Change in Control Protection Period” shall mean the period beginning ninety (90) days prior to and ending two (2) years after the occurrence of a Change in Control.

(i)    Company Affiliation. The Executive agrees that, following the Executive’s Date of Termination, the Executive will not hold himself or herself out as an officer, employee, or otherwise as a representative of the Company, and the Executive agrees to take reasonable steps to promptly update any external directory, social media, or information that indicates the Executive is currently affiliated with the Company.

9.    Modified Section 280G Cutback. Notwithstanding any other provision of this Agreement, except as set forth in Section 9(b), in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the following provisions shall apply:

(a)    The Company shall not be obligated to provide to the Executive any portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 9, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.”

(b)    Notwithstanding the provisions of Section 9(a), no such reduction in Contingent Compensation Payments shall be made if the Eliminated Amount (computed without regard to this sentence) exceeds one hundred percent (100%) of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to the Executive (including state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 9(b) shall be referred to as a “Section 9(b) Override.” For purpose of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided by law.

(c)    For purposes of this Section 9 the following terms shall have the following respective meanings:

(i)    “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

(ii)    “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to

or for the benefit of a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

(d)    Any payments or other benefits otherwise due to the Executive following a Change in Ownership or Control that could reasonably be characterized (as determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made until the dates provided for in this Section 9(d). Within thirty (30) days after each date on which the Executive first becomes entitled to receive (whether or not then due) a Contingent Compensation Payment relating to such Change in Ownership or Control, the Company shall determine and notify the Executive (with reasonable detail regarding the basis for its determinations) (1) which Potential Payments constitute Contingent Compensation Payments, (2) the Eliminated Amount and (3) whether the Section 9(b) Override is applicable. Within thirty (30) days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the “Executive Response”) stating either (A) that the Executive agrees with the Company’s determination pursuant to the preceding sentence or (B) that the Executive disagrees with such determination, in which case the Executive shall set forth (x) which Potential Payments should be characterized as Contingent Compensation Payments, (y) the Eliminated Amount, and (z) whether the Section 9(b) Override is applicable. In the event that the Executive fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final. If and to the extent that any Contingent Compensation Payments are required to be treated as Eliminated Payments pursuant to this Section 9, then the payments shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any taxable benefits, (iii) any nontaxable benefits, and (iv) any vesting of equity awards in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the date that triggers the applicability of the excise tax, to the extent necessary to maximize the Eliminated Payments. If the Executive states in the Executive Response that the Executive agrees with the Company’s determination, the Company shall make the Potential Payments to the Executive within three (3) business days following delivery to the Company of the Executive Response (except for any Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). If the Executive states in the Executive Response that the Executive disagrees with the Company’s determination, then, for a period of sixty (60) days following delivery of the Executive Response, the Executive and the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such 60-day period, such dispute shall be settled exclusively by arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall, within three (3) business days following delivery to the Company of the Executive Response, make to the Executive those Potential Payments as to which there is no dispute between the Company and the Executive regarding whether they should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). The balance of the Potential Payments shall be made within three (3) business days following the resolution of such dispute. Subject to the limitations contained in Sections 9(a) and 9(b) hereof, the amount of any payments to be made to the Executive following the resolution of such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate announced from time to time by The Wall Street Journal, compounded monthly from the date that such payments originally were due.

(e)    The provisions of this Section 9 are intended to apply to any and all payments or benefits available to the Executive under this Agreement or any other agreement or plan under which the Executive may receive Contingent Compensation Payments.

10.    Absence of Restrictions. The Executive represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants, or other restrictions that prevent the Executive from carrying out the Executive’s responsibilities for the Company, or which are in any way inconsistent with any of the terms of this Agreement. The Executive shall not disclose to the Company, or use, or induce the Company to use, any confidential, proprietary, or trade secret information of others. The Executive represents and warrants that to the Executive’s knowledge, the Executive has returned all property and confidential information belonging to all prior employers, if the Executive is obligated to do so.

11.    Indemnification; D&O Insurance. The Company and the Executive have executed and delivered an Amended and Restated Indemnification Agreement dated effective February 13, 2023 (the “Indemnification Agreement”). To the extent any provision set forth in the Indemnification Agreement conflicts with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern. Further, Executive shall be entitled to coverage under a directors and officers liability insurance program to the same extent as other similarly situated executive officers of the Company.

12.    Notice. Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one (1) business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, or immediately upon hand delivery, in each case to the address of the recipient set forth below.

To the Executive:

At the home address set forth in the Executive’s personnel file.

To the Company:

Royal Gold, Inc.

1144 15th Street, Suite 2500

Denver, CO 80202

Attention: General Counsel

Either Party may change the address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 12.

13.    Arbitration. Any controversy, dispute or claim arising out of or in connection with this Agreement, the Executive’s employment, and/or the termination of the Executive’s employment (including, but not limited to, disputes and/or claims involving wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, discrimination or harassment claims within the jurisdiction of the Equal Employment Opportunity Commission, and/or wage and hour disputes brought under applicable state law and/or the Federal Fair Labor Standards Act) shall, to the fullest extent permitted by law, be settled exclusively by confidential arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator appointed by the Company to take place in Denver, Colorado under the AAA’s Employment Arbitration Rules, as may be amended from time to time. The only disputes between the Parties not covered by this agreement to arbitrate shall be such

disputes that are prohibited from being arbitrated pursuant to applicable law. Notwithstanding the foregoing, if either Party will suffer irreparable harm unless it takes immediate action, the Party shall be free to seek a temporary restraining order or preliminary injunction, following which the dispute shall be resolve in arbitration. The Company shall be responsible for payment of costs and arbitrator fees of such arbitration; provided, however, if the Executive initiates arbitration proceedings, the Executive shall pay costs equal to the amount of the filing fee that the Executive would have paid if the Executive had filed suit in court. Each Party shall pay its own attorney’s fees and expenses. The arbitrator shall issue a written decision setting forth the essential findings and conclusions upon which the arbitrator’s decision or award is based. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitration proceedings, any record of the same, and the award shall, except as otherwise required by applicable law, be considered Proprietary Information under the Restricted Covenants Agreement. Confidentiality of the arbitration is at the request of, and for the benefit of, both Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Any relief or recovery based on any claims arising out of the Executive’s employment or cessation of employment, including but not limited to, any claim of unlawful harassment or discrimination, shall be limited to that awarded by the arbitrator. This provision and any decision and award hereunder can be enforced under the Federal Arbitration Act.

14.    Governing Law; Enforcement. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with this Agreement, the Executive’s employment with the Company or any other relationship between the Executive and the Company (the “Disputes”) will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that would result in the application of the laws of another jurisdiction. The Executive and the Company irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute to the extent that such claim is not subject to mandatory arbitration in accordance with, or is necessary to enforce, Section 13. The Parties also waive any objections to venue. TO THE EXTENT NOT SUBJECT TO ARBITRATION, BOTH THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

15.    Use of Name and Biography. The Company shall have the right (but not the obligation) to use, publish, and broadcast, and to authorize others to do so, the Executive’s name and biographical material concerning the professional career of the Executive, as approved by the Executive from time to time, to advertise, publicize, and promote the business of Company and its affiliates, but not for the purposes of direct endorsement without the Executive’s consent. This right shall terminate upon the termination of this Agreement.

16.    Cooperation. The Executive agrees to be available and to cooperate with the Company in: (i) any internal investigation; (ii) any investigation, defense, or prosecution of any claims or actions which already have been brought, are currently pending, have been threatened, or which may be brought in the future against the Company by a third party or by or on behalf of the Company against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator; and/or (iii) any other administrative, regulatory, or judicial inquiry, investigation, proceeding or arbitration. The Executive understands and agrees that the Executive’s reasonable cooperation includes, but is not limited to, being available to the Company upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a

subpoena or other legal process; volunteering to the Company pertinent information; and turning over all relevant documents which are in or may come into the Executive’s possession. The term “cooperation” does not mean that the Executive must waive attorney-client privilege relating to communications with the Executive’s own attorney or provide information that is favorable to the Company; it means only that the Executive will provide truthful information within the Executive’s knowledge and possession (except with respect to privileged communications discussed above) upon request of the Company. The Executive further agrees that, to the extent permitted by law, the Executive will notify the Company promptly in the event that the Executive is served with a subpoena (other than a subpoena issued by a government agency), or in the event that the Executive is asked to provide a third party (other than a government agency) with information concerning any actual or potential complaint or claim against the Company. The Company shall pay the Executive a reasonable hourly rate for the Executive’s cooperation pursuant to this Section 16 with respect to such cooperation obligations arising after the Executive’s separation from employment with the Company, provided, however, that the Company shall not pay the Executive for any time spent testifying in any legal proceeding.

17.    Recoupment. All amounts payable to the Executive under this Agreement shall be subject to the Company’s Incentive Compensation Recoupment Policy and any additional compensation clawback or recoupment policies or amendments adopted by the Board during the Term of Employment. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for Good Reason or constitute a constructive termination without Cause under this Agreement.

18.    Successors and Assigns. This Agreement is personal to the Executive and shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. This Agreement shall not be assignable by the Company or its successors except in connection with the sale or other disposition of all or substantially all the business or assets of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or substantially all of the business or assets of the Company 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.

19.    At-Will Employment. During the Term of Employment, the Executive will continue to be an at-will employee of the Company, which means that, notwithstanding any provision set forth herein, the employment relationship can be terminated by either Party for any reason, at any time, with or without prior notice and with or without Cause, but subject in each case to the terms and conditions of this Agreement.

20.    Acknowledgments. The Executive states and represents that the Executive has had an opportunity to fully discuss and review the terms of this Agreement with the Executive’s own attorney. The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs the Executive’s name of the Executive’s own free act. Except as expressly set forth in this Agreement, neither the Parties nor their affiliates, advisors and/or their attorneys have made any representation or warranty, express or implied, at law or in equity with respect to the subject matter contained herein. Without limiting the generality of the previous sentence, the Company, its affiliates, advisors, and/or attorneys have made no representation or warranty to the Executive concerning the state

or federal tax consequences to the Executive regarding the transactions contemplated by this Agreement. The Executive acknowledges and agrees that the entry into this Agreement and the termination of the Employment Agreement, dated January 2, 2020, between the Company and the Executive (as amended, the “Prior Employment Agreement”) shall not constitute an election by the Company not to renew the term of the Prior Employment Agreement for one of the four successive one-year renewal terms set forth in the Prior Employment Agreement.

21.    No Oral Modification, Waiver, Cancellation or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by the Executive or the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Executive or the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

22.    Captions and Pronouns. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

23.    Interpretation. The Parties agree that this Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting Party. References in this Agreement to “include” or “including” should be read as though they said “without limitation” or equivalent forms. References in this Agreement to the “Board” shall include any authorized committee thereof.

24.    Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if an arbitrator and/or a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.

25.    Entire Agreement. This Agreement, including the attachment hereto (e.g., the Restrictive Covenants Agreement), constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, any previous employment agreement by and between the Company and the Executive.

[Signatures on Page Following]

THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT MAY AFFECT THE EXECUTIVE’S RIGHT TO ACCEPT EMPLOYMENT OR PERFORM SERVICES ON BEHALF OF OTHER COMPANIES DURING AND AFTER THE PERIOD OF THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.

ROYAL GOLD, INC.

By: /s/ William M. Hayes

Name:    William M. Hayes

Title:    Chair of the Board of Directors

THE EXECUTIVE:

/s/ William H. Heissenbuttel

William H. Heissenbuttel

[Signature Page to Employment Agreement]

EXHIBIT A

Payments Subject to Section 409A

1.  Subject to this Exhibit A, any severance payments that may be due under the Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the severance payments, if any, to be provided to the Executive under the Agreement, as applicable:

(a)It is intended that each installment of the severance payments provided under the Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A.

(b)If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and terms set forth in the letter agreement.

(c)If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

(i)Each installment of the severance payments due under the Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms set forth in the Agreement; and

(ii)Each installment of the severance payments due under the Agreement that is not described in this Exhibit A, Section 1(c)(i) and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following the taxable year in which the separation from service occurs.

2.  The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set

A-1

forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of Section 2 of this Exhibit A, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

3.  All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

4.  The Company makes no representation or warranty and shall have no liability to the Executive or to any other person if any of the provisions of the Agreement (including this Exhibit A) are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.

5.  The Agreement is intended to comply with, or be exempt from, Section 409A and shall be interpreted accordingly.

[Remainder of page intentionally left blank]

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EXHIBIT B

Form of Restrictive Covenants Agreement

[See attached]

RESTRICTIVE COVENANTS AGREEMENT

THIS RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is made as of March 17, 2025, by and between Royal Gold, Inc. (together with its affiliates, the “Company”) and William H. Heissenbuttel (the “Executive”) (together, the “Parties”). All capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement, dated March 17, 2025 (as may be amended from time to time, the “Employment Agreement”), between the Parties.

In consideration of the employment or continued employment of the Executive by the Company, the Executive and the Company agree as follows:

1.    Condition of Employment. The Executive acknowledges that the Executive’s employment and/or continued employment with the Company is contingent upon the Executive’s agreement to sign and adhere to the provisions of this Agreement.

2.    Confidential Information

(a)    Proprietary Information. The Company has developed or acquired and owns or holds rights in, and during the term of the Executive’s employment will develop or acquire and own or hold rights in, information which is confidential and valuable, unique, or specific to the Company, which includes: (i) Company strategy and strategic plans, risks, and opportunities; (ii) business and financial information (including compensation, benefits, revenue, inventory, sales, costs, accounting and tax positions, revenue models, and cost models); (iii) operational information (including resource and reserve modeling assumptions and disclosure considerations); (iv) technical information (including geological, metallurgical, engineering, and other operational data and methodologies); (v) legal information (including legal theories, analyses and positions, and current or prospective investigations, claims, and/or defenses), (vi) policies and personnel matters; (vii) marketing plans (including identities of current and prospective business targets and opportunities); (viii) business strategies and approaches (including investment structures, deal terms, and due diligence processes); and (ix) other confidential, proprietary, nonpublic, or secret information related to the past, present, or anticipated strategy, business and/or operations of the Company (collectively, the “Proprietary Information”).

(b)    Third Party Information. The Company possesses and/or has rights to use and/or disclose certain unique or valuable information disclosed to the Company by third parties, including the Company’s existing and potential counterparties, contractors, and others, which information is subject to limitations on the use and/or disclosure of such information by contract and/or at law (“Third Party Information”).

(c)    Personal Information. The Company possesses personally identifiable information with respect to its employees, directors, contractors, vendors, and other third parties (“Personally Identifiable Information”).

(d)    Confidential Information Sole Property of Company. All Proprietary Information, Third Party Information, and Personally Identifiable Information (together, the “Confidential Information”), in whatsoever form, wheresoever held or stored, and whensoever created, learned, or received by the Executive shall, as between the Executive and the Company, be and remain the sole and exclusive property of the Company.

(e)    Exclusions from Confidential Information. The following shall not constitute Confidential Information for any purpose under this Agreement: (i) information that relates to the

Executive’s general training, knowledge, skill, or experience, whether gained during the Executive’s employment with the Company or otherwise; (ii) information the Executive can demonstrate by reasonable evidence was independently developed by the Executive following termination of the Executive’s employment with the Company and without the use of Confidential Information; or (iii) information that is readily available to the public (but only to the extent so available), other than as a result of a use or disclosure prohibited hereunder.

(f)    Return or Destruction of Documents and Data. Upon termination of the Executive’s employment with the Company or upon the earlier request by the Company, for any reason, the Executive shall promptly return or destroy (at the Company’s direction) all Confidential Information in any tangible form (including electronic data) in the Executive’s possession, custody, or control, and shall certify to the Company in writing that Executive has done so. After such return or destruction, the Executive shall not retain any such Confidential Information.

3.    Intellectual Property Rights; Express Waiver. All work created or derived from the Confidential Information, or otherwise relating to the business and/or operations of the Company, in whatsoever form is to be considered “work made for hire” and all intellectual property rights therein shall, as between the Company and the Executive, be the sole and exclusive property of the Company to the fullest extent permitted under applicable law (collectively, “Intellectual Property”). THE EXECUTIVE HEREBY WAIVES ALL RIGHTS OF AUTHORSHIP, INVENTORSHIP, OWNERSHIP, OR OTHERWISE IN RESPECT OF INTELLECTUAL PROPERTY, AND, ON REQUEST OF THE COMPANY, SHALL EXECUTE ANY SUCH ASSIGNMENT OR OTHER AGREEMENT OR INSTRUMENT NECESSARY TO VEST SOLE AND EXCLUSIVE OWNERSHIP OF INTELLECTUAL PROPERTY IN THE COMPANY AND/OR TO REGISTER THE SAME.

4.    Restrictions on Use and Disclosure Confidential Information and Intellectual Property; Limitations. The Executive acknowledges that the Company’s business is highly competitive, and, further, that protection of Confidential Information and Intellectual Property against unauthorized disclosure and/or use is of critical importance to the Company in maintaining its competitive position, contractual obligations to third parties, and market reputation. Other than in the performance of the Executive’s duties as an employee of the Company, the Executive shall reasonably protect as confidential, and shall not (i) disclose or permit to be disclosed to any person or entity (other than to employees of the Company and other persons authorized by the Company), (ii) use or permit to be used (other than by employees of the Company and other persons authorized by the Company), or (iii) copy or permit to be copied, for any purpose, any Confidential Information or Intellectual Property, at any time during the term of the Executive’s employment and for so long thereafter as the Company maintains its rights in respect of such Confidential Information or Intellectual Property (as the case may be) or its obligations in respect of Third Party Information or Personally Identifiable Information (as the case may be); provided that: (1) following the expiry of a period of twelve (12) months from the Date of Termination, the restrictions under this Section 4 shall not apply to the use or disclosure by the Executive of the types of Confidential Information set forth in Sections 2(a)(vii) and (viii); (2) disclosure of Confidential Information shall be permitted where (x) required by subpoena issued by a court of competent jurisdiction, (y) made in any legal proceeding in which the Executive’s legal rights and obligations under this Agreement or the Employment Agreement are at issue, or (z) the Executive otherwise has a right to disclose as legally protected conduct (within the meaning of C.R.S 8-2-113(3)(b)), so long as, in any such case under this clause (2), the Executive shall, to the fullest extent permitted by law, give prior notice to the Company of the Executive’s intent to disclose any such Confidential Information in such context so as to allow the Company an opportunity (which the Executive shall not oppose) to obtain a protective order or other relief with respect to any such Confidential Information to be disclosed as the Company may deem

appropriate; and (3) nothing in this Section 4 (or elsewhere in this Agreement) prohibits the Executive from (y) communicating with or voluntarily providing information that the Executive believes indicates possible or actual violations of the law to local, state, or federal government agencies or instrumentalities thereof (including any securities regulator), any legislative body, law enforcement entity, or from making any other disclosures that are protected by applicable statute, or (z) exercising any rights under Section 7 of the National Labor Relations Act, it being understood that the Executive is not required to notify the Company of any such communications under this clause (3). THE EXECUTIVE IS HEREBY ADVISED AS FOLLOWS PURSUANT TO THE DEFEND TRADE SECRETS ACT: “AN INDIVIDUAL SHALL NOT BE HELD CRIMINALLY OR CIVILLY LIABLE UNDER ANY FEDERAL OR STATE TRADE SECRET LAW FOR THE DISCLOSURE OF A TRADE SECRET THAT (A) IS MADE (1) IN CONFIDENCE TO A FEDERAL, STATE, OR LOCAL GOVERNMENT OFFICIAL, EITHER DIRECTLY OR INDIRECTLY, OR TO AN ATTORNEY; AND (2) SOLELY FOR THE PURPOSE OF REPORTING OR INVESTIGATING A SUSPECTED VIOLATION OF LAW; OR (B) IS MADE IN A COMPLAINT OR OTHER DOCUMENT FILED IN A LAWSUIT OR OTHER PROCEEDING, IF SUCH FILING IS MADE UNDER SEAL. AN INDIVIDUAL WHO FILES A LAWSUIT FOR RETALIATION BY AN EMPLOYER FOR REPORTING A SUSPECTED VIOLATION OF LAW MAY DISCLOSE THE TRADE SECRET TO THE ATTORNEY OF THE INDIVIDUAL AND USE THE TRADE SECRET INFORMATION IN THE COURT PROCEEDING, IF THE INDIVIDUAL (Y) FILES ANY DOCUMENT CONTAINING THE TRADE SECRET UNDER SEAL; AND (Z) DOES NOT DISCLOSE THE TRADE SECRET, EXCEPT PURSUANT TO COURT ORDER.”

5.    Non-Competition and Non-Solicitation.

(a)    Other than the performance of the Executive’s responsibilities pursuant to this Agreement and the Employment Agreement to be carried out in the best interests of the Company, during the Term of Employment and for a further period of twelve (12) months following the Date of Termination, the Executive shall restrict his or her activities as follows:

(i)    Non-Competition. The Executive shall not, directly or indirectly, for the Executive or others, own, manage, operate, control, be employed by (whether in an executive, managerial, supervisory, or other capacity), consult or contract with, assist, or otherwise engage or participate in, or allow the Executive’s skill, knowledge, experience, or reputation to be used in connection with, the ownership, management, operation, or control of, any company or other business enterprise engaged in the business of creating, financing, acquiring, investing in, owning, and/or managing precious metals royalties, precious metals streams, and similar interests involving mineral properties, whether alone or in connection with any other business (collectively, the “Subject Business”) within (1) the continents of North, Central and South America, Africa, Europe and/or Australia, (2) South Asia, or (3) any other location where the Executive’s use or disclosure of Confidential Information or Intellectual Property (if done so in breach of the Executive’s obligations under this Agreement) could materially disadvantage the Company regardless of the Executive’s physical location (collectively, the “Subject Areas”); provided, however, that nothing in this Section 5(a)(i) shall prohibit the Executive from making passive investments as long as the Executive does not beneficially own more than one percent (1%) of the equity interests of a business enterprise engaged in the Subject Business within any of the Subject Areas, which enterprise is listed on a national securities exchange or publicly traded on a nationally recognized over-the-counter market. For purposes of this paragraph, “beneficially own” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(ii)    Non-Solicitation of Company Business Opportunities. The Executive shall not solicit, divert, or entice away the business of any current counterparty of the Company under any royalty, stream, or similar interest in mineral production, or any prospective counterparty for the same, which on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company, or otherwise disrupt any previously established relationship existing between such person or entity and the Company.

(iii)    Non-Solicitation of Company Vendors. The Executive shall not solicit, induce, influence, or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree, or any other person who has a business relationship with the Company, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company, to discontinue or reduce or limit the extent of or refrain from entering into a relationship with the Company.

(iv)    Non-Solicitation of Company Personnel. Without the consent of the Company, the Executive shall not directly or indirectly (1) solicit, recruit, or hire, or attempt to solicit, recruit, or hire (whether as an employee or an independent contractor) any of the employees or consultants of the Company, or (2) otherwise disrupt such employee’s or consultant’s relationship with the Company.

(b)    Certain Acknowledgements by Executive

(i)    The Executive acknowledges that (x) the compensation provided to the Executive during the Term of Employment, including eligibility for equity awards under the Company’s equity incentive plans as described in the Employment Agreement, (y) the agreement to provide the Severance Benefits or Change in Control Severance Benefits to the Executive in connection with certain terminations of the Executive’s employment, and (z) the specialized training and the Confidential Information and Intellectual Property disclosed to or learned by the Executive during the Executive’s employment with the Company give rise to the Company’s interest in restraining the Executive from competing with the Company in the manner described in this Section 5, that the non-competition and non-solicitation covenants in this Section 5 are designed to enforce such considerations, that the Company’s business is worldwide in geographic scope, and that any limitations as to time, geographic scope, and scope of activity to be restrained as set forth in this Section 5 and Section 4 of this Agreement are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other assets and business interests of the Company. In addition, the Executive acknowledges that, while the non-solicitation covenants in this Section 5 are essential to the protection of the Company’s legitimate business interests, such interests cannot be adequately protected without the non-competition covenants in this Section 5. The Executive further acknowledges that as an executive of a publicly traded company the Executive falls within the exceptions to C.R.S 8-2-113(2) contained in both C.R.S 8-2-113(2)(b), which exempts contracts for the protection of trade secrets, and C.R.S 8-2-113(2)(d), which exempts executive and management personnel, officers, and employees who constitute professional staff to executive and management personnel, from the prohibitions of non-compete provisions under Colorado law. The Executive shall review and sign the “Notice of Covenant Not to Compete for Colorado Employees” which is attached hereto as Schedule 1.

(ii)    The Executive acknowledges that the Executive is hereby advised to consult with his or her own attorney before entering this Agreement. Further, the Company and the

Executive acknowledge that the obligations set forth in this Section 5 shall not apply if the Executive, at the time the obligations are entered into and at the time they are enforced, earns an amount of annualized cash compensation less than the applicable threshold amount for highly compensated workers.

(iii)    The Executive and the Company hereby agree to reasonably allocate an amount of the Change in Control Severance Benefits to the non-competition and non-solicitation covenants set forth in this Section 5, which amount shall be established by the Parties in good faith negotiations, relying upon third party advisers to the extent reasonably determined by the Parties at the time a Change in Control transaction is reasonably likely or at such earlier time as is determined by the Parties in good faith.

6.    Survival. This Agreement shall survive the termination of the Employment Agreement for any reason, and no such termination shall affect the exchange or value of the consideration referenced in Section 5(b) of this Agreement. If applicable to any new affiliation or employment, the Executive agrees to notify all future persons or businesses with which the Executive becomes affiliated or employed of the restrictions set forth in Sections 4 and 5 of this Agreement prior to the commencement of any such affiliation or employment.

7.    Miscellaneous.

(a)    Equitable Remedies. The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the goodwill or other assets and business interests of the Company, its competitive position, contractual obligations to third parties, and market reputation, and are considered by the Executive to be reasonable for such purposes. The Executive further acknowledges that any breach or threatened breach of this Agreement by the Executive is likely to cause the Company substantial and irrevocable damage, including claims for breach of confidentiality obligations to third parties, which is difficult to measure and which cannot be remedied by monetary damages alone. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach without posting a bond, and the right to specific performance of the provisions of this Agreement and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.

(b)    Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, although the Parties believe that the limitations as to time, geographical area, and scope of activity contained herein are reasonable and do not impose a greater restraint than necessary to protect the interests of the Company, if it is judicially determined otherwise, the limitations shall be reformed to the extent necessary to make them reasonable and not to impose a restraint that is greater than necessary to protect the interests of the Company; provided, however, that in the event that such reformation is judicially determined to be impermissible, the Parties authorize the Court to strike any language necessary to make the limitations reasonable and not impose a restraint that is greater than necessary to protect the interests of the Company. In any such case of reformation or “blue penciling,” the Company and the Executive agree that the remaining provisions of the modified section shall be valid and binding as though any invalid or unenforceable provision had not been included.

(c)    Disclosure of this Agreement by Company. The Company shall be entitled to notify others, including but not limited to counterparties and contractors of the Company and any of the Executive’s future employers or prospective business associates, of the terms and existence of this Agreement and any of the Executive’s continuing obligations to the Company hereunder.

(d)    Not An Employment Contract. This Agreement does not constitute a contract of employment, does not imply that the Company shall continue the Executive’s employment for any period of time, and does not change the at-will nature of the Executive’s employment.

(e)    Successors and Assigns. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. This Agreement shall not be assignable by the Company or its successors, except the Company may assign or transfer its rights and obligations under Sections 2 and 3 of this Agreement in connection with any sale or other transfer of Proprietary Information or Intellectual Property, but only to the extent of the Proprietary Information or Intellectual Property so sold or transferred.

(f)    No Oral Modification, Waiver, Cancellation, or Discharge. Except as set forth in Section 7(b), this Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by a Party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

(g)    Arbitration. Any controversy, dispute, or claim arising out of or in connection with this Agreement shall, to the fullest extent permitted by law, be settled exclusively by confidential arbitration administered by the American Arbitration Association (“AAA”) in Denver, Colorado before a single arbitrator appointed by the Company conducted under the AAA’s Employment Arbitration Rules, as may be amended from time to time. The only disputes between the Parties not covered by this Agreement to arbitrate shall be such disputes that are prohibited from being arbitrated pursuant to applicable law. Notwithstanding the foregoing, if either Party will suffer irreparable harm unless it takes immediate action, the Party shall be free to seek a temporary restraining order or preliminary injunction, following which the dispute shall be resolve in arbitration. The Company shall be responsible for payment of costs and arbitrator fees of such arbitration; provided, however, if the Executive initiates arbitration proceedings, the Executive shall pay costs equal to the amount of the filing fee that the Executive would have paid if the Executive had filed suit in court. Each Party shall pay its own attorney’s fees and expenses. The arbitrator shall issue a written decision setting forth the essential findings and conclusions upon which the arbitrator’s decision or award is based. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitration proceedings, any record of the same, and the award shall, except as otherwise required by applicable law, be considered Proprietary Information. Confidentiality of the arbitration is at the request of, and for the benefit of, both Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. This provision and any decision and award hereunder can be enforced under the Federal Arbitration Act.

(h)    Governing Law; Enforcement. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with this Agreement, the Executive’s employment with the Company or any other relationship between the Executive and the Company (the “Disputes”) will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that

would result in the application of the laws of another jurisdiction. The Executive and the Company irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute to the extent that such claim is not subject to mandatory arbitration in accordance with, or is necessary to enforce, Section 7(g). The Parties also waive any objections as to venue. TO THE EXTENT NOT SUBJECT TO ARBITRATION, BOTH THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

(i)    Entire Agreement. This Agreement, including the schedule attached hereto, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

(j)    Rules of Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the drafting Party. References in this Agreement to “include” or “including” should be read to be followed by the words “without limitation.” The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

[Signatures follow on next page]

THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT MAY AFFECT THE EXECUTIVE’S RIGHT TO ACCEPT EMPLOYMENT OR PERFORM SERVICES ON BEHALF OF OTHER COMPANIES DURING AND AFTER THE PERIOD OF THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.

THE EXECUTIVE:

/s/ William H. Heissenbuttel

William H. Heissenbuttel

ROYAL GOLD, INC.

By: /s/ William M. Hayes

Name:    William M. Hayes

Title:    Chair of the Board of Directors

[Signature Page to Restrictive Covenants Agreement]

SCHEDULE 1

Notice of Covenant Not to Compete for Colorado Employees

Pursuant to Colo. Rev. Stat. § 8-2-113, you are hereby notified that as a condition of employment or continued employment with Royal Gold, Inc. (the “Company”) you are required to execute the Restrictive Covenants Agreement (the “Agreement”) to which this notice is attached. The Agreement contains a covenant not to compete that could restrict your options for subsequent employment following your separation from employment with the Company. The covenant not to compete is contained in Section 5 of the Agreement.

By signing below, you acknowledge that you received this notice prior to accepting the Company’s offer of employment or, if you are currently employed by the Company, you acknowledge that the effective date of the covenant not to compete contained in Section 5 of the Agreement shall take effect fourteen (14) days after you were provided this Notice.

William H. Heissenbuttel

Date

EXHIBIT C

Form of Release Agreement1

VIA [HAND DELIVERY/ELECTRONIC MAIL]

[Insert Date]

[Insert Employee Name]

[Insert Employee Address]

Dear [Insert Employee Name]:

Your employment with Royal Gold, Inc. (the “Company”) [is ending][has ended] effective [insert separation date] (the “Separation Date”). You will be eligible to receive the [Severance Benefits described in Section 8(b)][Change in Control Severance Benefits described in Section 8(c)] of the Employment Agreement dated [insert date] between you and the Company to which this Release Agreement is attached as Exhibit C (the “Employment Agreement”), and referenced in Section 1 below, if you sign and return this Release Agreement to me on or before [Insert Return Date2][, but no earlier than the Separation Date,] and not revoke your agreement (as described in Section 4(d)).3 Capitalized terms used and not separately defined in this Release Agreement have the meanings given to them in the Employment Agreement.

By signing and returning this Release Agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company.

1.Severance Benefits Under Employment Agreement. The Company will provide you with the [Severance Benefits described in Section 8(b)][Change in Control Severance Benefits described in Section 8(c)] of the Employment Agreement, in accordance with and subject to the terms thereof. This Release Agreement is delivered pursuant to Section 8(f) of the Employment Agreement.

2.Release of Claims. In consideration of the severance benefits, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise, and discharge the Company, its past and present affiliates, joint employers (including any professional employer organization and/or employer of record), subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and

1 Note: The footnotes in this Release Agreement are part of the form of Release Agreement and are to be removed only when the Company finalizes the Release Agreement for execution.

2 Note: The Company may designate a period of up to 60 days in its sole discretion.

3 Note: If you are under age 40 at the time of termination, all revocation language will be deleted.

nature that you ever had or now have against any or all of the Released Parties, whether known or unknown, absolute or contingent, including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., [the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.], the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out Colo. Rev. Stat. § 24-34-401 et seq. (Colorado anti-discrimination and anti-retaliation law), the Colorado Family Care Act, 8-13.3-201 et seq., Colo. Rev. Stat. § 19-5-211 (Colorado adoption leave law), Colo. Rev. Stat. § 24-34-402.7 (Colorado domestic violence and crime victim leave law), Colo. Rev. Stat. § 8-5-101 et seq. (Colorado equal pay law), and Colo. Rev. Stat. § 28-3-609 (Colorado military leave law), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any non-vested ownership interest in the Company, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS RELEASE OF CLAIMS OR IN THIS RELEASE AGREEMENT SHALL BE DEEMED TO PROHIBIT YOU FROM FILING A CHARGE WITH, OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING BEFORE, ANY LOCAL, STATE OR FEDERAL GOVERNMENT AGENCY, INCLUDING, WITHOUT LIMITATION, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR A STATE OR LOCAL FAIR EMPLOYMENT PRACTICES AGENCY. YOU RETAIN THE RIGHT TO PARTICIPATE IN ANY SUCH ACTION BUT NOT THE RIGHT TO RECOVER MONEY DAMAGES OR OTHER INDIVIDUAL LEGAL OR EQUITABLE RELIEF AWARDED BY ANY SUCH GOVERNMENTAL AGENCY, INCLUDING ANY PAYMENT, BENEFIT, OR ATTORNEYS’ FEES, AND HEREBY WAIVE ANY RIGHT OR CLAIM TO ANY SUCH RELIEF; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BAR OR IMPEDE IN ANY WAY YOUR ABILITY TO SEEK OR RECEIVE A MONETARY INCENTIVE AWARD FROM ANY GOVERNMENTAL AGENCY OR REGULATORY AUTHORITY IN CONNECTION WITH INFORMATION PROVIDED BY SUCH GOVERNMENTAL AGENCY OR REGULATORY AUTHORITY. In addition, nothing in this release of claims or in this Release Agreement shall limit any rights or claims you may have arising after the date you sign this Release Agreement, or your right to enforce this Release Agreement.

3.Non-Disparagement. You agree not to, in public or private, make any false, disparaging, derogatory or defamatory statements, online (including, without limitation, on any social media, networking, or employer review site) or otherwise, to any person or entity, including, but not

C-2

limited to, any media outlet, industry group, financial institution or current or former employee, board member, consultant, client, counterparty, or customer of the Company, regarding the Company or any of the other Released Parties, or regarding the business affairs, business prospects, or financial condition of the Company or any of the other Released Parties.

4.Other Matters.

a.  Validity. Each provision of this Release Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Release Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Release Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the parties.

b.  No Admission of Liability. This Agreement is not an admission of liability or wrongdoing by either party.

c.  Proprietary Information. You agree this Release Agreement constitutes “Proprietary Information” under the Restrictive Covenants Agreement.

d.  Acknowledgments.4 You acknowledge that you have been given [a reasonable amount of time][at least twenty-one (21)/forty-five (45) days] to consider this Release Agreement, and that the Company is hereby advising you to consult with an attorney of your own choosing prior to signing this Release Agreement. You understand that you may revoke this Release Agreement for a period of seven (7) days after you sign this Release Agreement by notifying me in writing, and the Release Agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period. [You understand that by entering into this Release Agreement, you are waiving any and all rights or claims you might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that you have received consideration beyond that to which you were previously entitled in exchange for that waiver.]

e.  Knowing and Voluntary Execution. You acknowledge that you have read this Release Agreement, understand the contents herein, have had the opportunity to consult with your own counsel regarding this Release Agreement, and sign this Release Agreement voluntarily.

f.  Governing Law; Enforcement. The terms of this Release Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Release Agreement or arising out of, related to, or in any way connected with this

4 Note: Bracketed text depends on age at time of termination and whether the termination involves a group of employees.

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Release Agreement (the “Disputes”), will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that would result in the application of the laws of another jurisdiction. The parties irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute. The parties also waive any objections to venue. BOTH YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS RELEASE AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

g.  Entire Agreement. This Release Agreement, together with the Employment Agreement, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

[Remainder of Page Intentionally Left Blank]

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If you have any questions about the matters covered in this Release Agreement, please call me.

Very truly yours,

By:

[Insert Name]

[Insert Title]

I hereby agree to the terms and conditions set forth above. I have been given [a reasonable amount of time][at least twenty-one (21)/forty-five (45) days]5 to consider this Release Agreement, and I have chosen to execute this Release Agreement on the date below. I intend that this Release Agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days.

[Insert Name]	Date

To be returned in a timely manner as set forth on the first page of this Release Agreement, but not to be signed before the close of business on your last day of employment.

5 Note: The timing depends on your age at separation from employment, and whether the termination involves a group of employees.

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Document

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of [____], by and between Royal Gold, Inc. (the “Company”), and [____] (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, the Company desires [to continue] to employ the Executive; and

WHEREAS, the Executive has agreed to accept [continued] employment on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree as follows:

1.    Agreement. As of the effective date, the Executive shall [continue to] be an employee of the Company until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of Employment”).

2.    Position. During the Term of Employment, the Executive shall serve as the [____] of the Company.

3.    Scope of Employment. During the Term of Employment, the Executive shall be responsible for the performance of those duties which may from time to time be assigned to the Executive by the Chief Executive Officer or the Board of Directors (the “Board”). The Executive shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. The Executive shall travel as reasonably required by the Executive’s job duties. The Executive shall devote substantially all of the Executive’s business time, loyalty, attention, and efforts to the business and affairs of the Company and its affiliates. During the Term of Employment, the Executive will not engage in any other employment, occupation, consulting, or other business activity; provided, however, that nothing herein shall preclude the Executive from (i) serving as a member of the board of an entity affiliated with the Company; (ii) engaging in charitable or community activities, including serving as a member of the board of a charitable or community organization; (iii) serving as a member of the board of an outside public company, provided that the Executive shall have received approval of the Board before accepting such position; (iv) serving as a member of the board of an outside private company or other entity not addressed in subsections (i) through (iii) above, including serving as a member of the board of an industry or trade organization, provided that the Executive shall have received the approval of the Chief Executive Officer or the Board before accepting such position; (v) participating in other activities of industry and trade organizations; (vi) managing the Executive’s and the Executive’s family’s personal investments and affairs; or (vii) engaging in other employment, occupation, consulting, or other business activities with the prior approval of the Chief Executive Officer or the Board; provided, further, that with respect to the activities specified in subsections (ii) through (vi) above, they do not, (A) individually and/or in the aggregate, materially interfere with the regular performance of the Executive’s duties and responsibilities under this Agreement, or (B) constitute activities that compete with the business of Company and/or that violate Executive’s obligations under the Restrictive Covenants Agreement (defined below).

4.    Compensation. As full compensation for all services rendered by the Executive to the Company and any affiliate thereof, during the Term of Employment, the Company will provide to the Executive the following:

(a)    Base Salary. During the Term of Employment, the Executive shall receive a base salary at the annualized rate of not less than $[____] (the “Base Salary”). The Executive’s Base Salary shall be paid in equal installments in accordance with the Company’s regularly established payroll procedures. The Executive’s Base Salary will be reviewed on an annual or more frequent basis by the Board and is subject to increase (but not decrease) in the discretion of the Board. Upon any such adjustment, the adjusted amount shall thereafter be deemed to be the Base Salary for purposes of this Agreement.

(b)    Annual Discretionary Bonus. Following the end of each fiscal year, the Executive will be considered for an annual incentive bonus (the “Annual Bonus”) with respect to each fiscal year of the Executive’s employment with the Company. The amount, terms, and conditions of the Annual Bonus (if any) are to be determined at the sole discretion of the Board. The actual payout amount for any fiscal year is discretionary and will be subject to the assessment of the Executive’s performance by the Board, business conditions at the Company, and the terms of any applicable bonus plan as approved by the Board from time to time. No amount of Annual Bonus is guaranteed, and the Executive must be an employee in good standing on the date any such bonus is distributed in order to be eligible for such bonus, as it also serves as an incentive to remain employed by the Company. Any Annual Bonus will be paid by no later than March 31 of the calendar year after the bonus year to which it relates.

(c)    Equity Award Opportunities. The Executive shall be eligible to participate throughout the Term of Employment in the Company’s equity incentive plans as may be in effect from time to time in accordance with the Company’s compensation policies and practices as in effect from time to time and on such terms, and subject to such conditions, as the Board shall determine.

(d)    Benefits. Subject to eligibility requirements and the Company’s policies, the Executive shall have the right, on the same basis as other similarly-situated executive officers of the Company, to participate in, and to receive benefits under, all employee health, disability, insurance, fringe, welfare benefit and retirement plans, arrangements, practices and programs the Company provides to its senior executives in accordance with the terms thereof as in effect from time to time. The Company reserves the right to modify, amend or terminate any and all of its benefits plans at its discretion.

(e)    Paid Time Off. During the Term, the Executive shall be entitled to paid vacation, sick time, and holidays in accordance with the Company’s applicable policy.

(f)    Withholdings. All compensation payable to the Executive shall be subject to applicable taxes and withholdings.

5.    Expenses. The Executive will be reimbursed for the Executive’s actual, necessary and reasonable business expenses pursuant to Company policy, subject to the provisions of Section 3 of Exhibit A attached hereto.

6.    Restrictive Covenants Agreement. As a condition of the Executive’s [continued] employment pursuant to the terms hereof, the Executive shall execute the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement”) attached hereto as Exhibit B.

7.    Employment Termination. The employment of the Executive shall terminate upon the occurrence of any of the following:

(a)    Upon the death or Disability of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twenty-six (26) weeks in any twelve-month period, provided that if the Company maintains a disability protection group insurance plan under which the Executive is entitled to receive benefits, the Executive would be entitled to receive benefits under such disability protection group insurance plan as a result of the physical or mental illness or disability. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein due to Disability.

(b)    At the election of the Company, with or without Cause (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean:

(i)    in the reasonable judgment of the Board, the Executive has committed fraud, theft, embezzlement, or misappropriation against the Company or any of its affiliates;

(ii)    the Executive is found guilty by a court of law having jurisdiction of the matter of having committed a felony or any other crime involving moral turpitude, or has entered a plea of guilty or nolo contendere to a felony or any other crime involving moral turpitude;

(iii)    in the reasonable judgment of the Board, the Executive has misappropriated Proprietary Information (as defined in the Restrictive Covenants Agreement) or has engaged in gross or willful misconduct that causes substantial and material harm to the business and operations of the Company or any of its affiliates;

(iv)    in the reasonable judgment of the Board, the Executive has materially breached any written employment policy of the Company, including, without limitation, the Company’s Code of Business Conduct and Ethics;

(v)    the Executive’s continued failure or refusal to perform the duties and responsibilities of the Executive’s position (other than by reason of the Executive’s Disability) which has continued for more than 30 days following written notice of such failure from the Company; or

(vi)    the Executive’s failure or refusal to reasonably cooperate with a bona fide internal investigation by the Company or an investigation of the Company by regulatory or law enforcement authorities, after being instructed by the Company to cooperate (provided, however, that the Executive’s failure or refusal to waive attorney-client privilege relating to communications with the Executive’s own attorney in connection with an investigation will not constitute “Cause”), or the Executive’s willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the Executive’s inducement of others to fail or refuse to cooperate or to produce documents or other materials in connection with such investigation.

(c)    At the election of the Executive, with or without Good Reason (as defined below), upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process

(hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

(i)    a material diminution of the Executive’s base compensation;

(ii)    a material diminution in the Executive’s authority or responsibilities;

(iii)    receipt of notice that the Company will materially change the geographic location at which the Executive provides services to the Company, such that the Company office serving as the Executive’s principal place of employment will be relocated more than fifty (50) miles distant from the Company office serving as the Executive’s then-current principal place of employment immediately prior to such relocation; or

(iv)    any material breach by the Company of this Agreement, to the extent not otherwise covered by this paragraph.

“Good Reason Process” consists of the following steps: (1) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (2) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within ninety (90) days of the first occurrence of such condition; (3) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (4) notwithstanding such efforts, the Good Reason Condition continues to exist; and (5) the Executive terminates employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. For the purpose of delivery of notice under clause (2) of this definition, a Good Reason Condition shall be deemed to have first occurred as the result of a material diminution under Section 7(c)(i) or (ii) above, or a relocation under Section 7(c)(iii) above, that occurs incrementally over a period of time (not to exceed twelve (12) months) when such diminution or relocation, in the aggregate, becomes material or meets the applicable threshold, as applicable.

8.    Effect of Termination.

(a)    Terminations by the Company For Cause or by the Executive Without Good Reason. If the Executive’s employment is terminated by the Executive other than for Good Reason or by the Company for Cause, the Executive shall only be entitled to receive (i) the Base Salary that has accrued and to which the Executive is entitled as of the effective date of such termination from employment with the Company (the “Date of Termination”) and to the extent consistent with general Company policy, to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation in accordance with Section 5 hereof, and (iii) any amounts or benefits to which the Executive is then entitled under the terms of the benefit plans then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”)) (the payments described in this sentence, the “Accrued Obligations”), and the Company’s other obligations under this Agreement shall immediately cease.

(b)    Termination by the Company Without Cause or by the Executive With Good Reason Not Within a Change in Control Protection Period. If the Executive’s employment is terminated by

the Company without Cause or by the Executive with Good Reason not within a Change in Control Protection Period (as defined below), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(f) and Exhibit A hereof, the Company shall:

(i)    pay the Executive, in a lump sum, an amount equal to (x) one (1) times Executive’s Base Salary, (y) one (1) times the Bonus Amount (as defined below), and (z) a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination. For purposes herein, the Executive’s “Bonus Amount” shall be defined as the greater of (I) the target amount for the Executive’s Annual Bonus (or if expressed as a range without a target, the average of the low and high values in the range) under the bonus plan in effect immediately prior to the Date of Termination, and (II) the average of the Annual Bonuses paid to the Executive for the three (3) full fiscal years ending immediately prior to the Date of Termination (provided that if the Executive has not been eligible to receive an Annual Bonus for three (3) fiscal years preceding the Date of Termination, then the average of Annual Bonuses shall be based on the lesser number of fiscal years for which the Executive has been eligible to receive an Annual Bonus, and further, that if the Executive has received an Annual Bonus for a portion of a fiscal year, then the amount of such Annual Bonus shall be annualized solely for purposes of the determination with respect to the average of Annual Bonuses); and

(ii)    provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue to pay for twelve (12) months following the Executive’s Date of Termination or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments, if to the Executive, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA (the payments and benefits under Sections 8(b)(i) and 8(b)(ii), collectively, the “Severance Benefits”).

(c)    Termination by the Company Without Cause or by the Executive With Good Reason Within a Change in Control Protection Period. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason within a Change in Control Protection Period, then the Executive shall be entitled to the Accrued Obligations. In addition, in lieu of the Severance Benefits set forth in Section 8(b) above, and subject to the conditions of Section 8(f) and Exhibit A hereof, the Company shall:

(i)    pay the Executive, in a lump sum, an amount equal to (x) one and one-half (1.5) times the Executive’s Base Salary (or Executive’s Base Salary in effect immediately prior to the Change in Control (as defined below), if higher), (y) one and one-half (1.5) times the Bonus Amount, and (z) a prorated Bonus Amount for the portion of the year in which the

Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination; and

(ii)    provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the COBRA law, continue to pay for eighteen (18) months following the Executive’s Date of Termination or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments, if to the Executive, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and

(iii)    arrange to provide for the Executive (and the Executive’s eligible dependents) benefits provided under any vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plans maintained by the Company for full-time employees for eighteen (18) months following the Executive’s Date of Termination or until the Executive has secured other employment, whichever occurs first. If and to the extent that the Company cannot provide such coverage to the Executive (and the Executive’s eligible dependents) under any such vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plans (i) solely due to the fact that the Executive is no longer an employee or officer of the Company or (ii) as a result of the amendment or termination of any vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plan, the Company will then pay or provide for the payment of such vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plan during the eighteen (18) months following the Executive’s Date of Termination or until the Executive has secured other employment, whichever occurs first. The Executive acknowledges and agrees that the Executive is responsible for paying the balance of any costs not paid by the Company under this Agreement which are associated with the Executive’s (and the Executive’s eligible dependents’) participation in any vision care, dental care, medical reimbursement, prescription drug, life insurance and disability protection group insurance plan and that the Executive’s failure to pay such costs may result in the termination of the Executive’s (and the Executive’s eligible dependents’) participation in such plan (the payments and benefits under Sections 8(c)(i), 8(c)(ii) and 8(c)(iii), collectively, the “Change in Control Severance Benefits”).

In the event that the Date of Termination occurs during the portion of the Change in Control Protection Period that precedes a Change in Control and the Executive has already commenced receiving payments and/or benefits under Section 8(b) prior to the Change in Control, then (i) the Executive will be entitled to the payments and benefits under this Section 8(c) in lieu of any additional payments or benefits under Section 8(b), but only to the extent an equivalent payment and/or benefit has not already been paid or provided pursuant to Section 8(b), and (ii) any payments

that the Executive would have otherwise been entitled to under this Section 8(c) that have not otherwise been paid to the Executive as of the Change in Control will be paid to the Executive in a lump sum within sixty (60) days following the occurrence of the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, any such payment, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid in the second calendar year by the last day of such 60-day period.

(d)    Termination Due to Death. If the Executive’s employment is terminated by reason of the Executive’s death, the Company shall have no further obligations under this Agreement to the Executive’s legal representatives other than those obligations under the terms of a Company plan or program that take effect at the date of the Executive’s death, and, the Company shall pay the Executive’s estate, and the Executive’s estate shall be entitled to receive, (i) the Accrued Obligations, plus (ii) upon valid execution of a Release Agreement (as defined below) by an authorized executor of the Executive’s estate, a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination, payable within sixty (60) business days of the Date of Termination, with the exact timing of payment determined in the Company’s sole discretion, provided that, if the Date of Termination is within sixty (60) days prior to the end of a calendar year, payment of the amounts set forth in (ii) will be made in the subsequent calendar year.

(e)    Termination Due to Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability, the Company shall have no further obligations under this Agreement to the Executive except for obligations which expressly continue after termination of employment due to Disability, and, the Company shall pay the Executive, and the Executive shall be entitled to receive, (i) the Accrued Obligations, plus, (ii) upon valid execution of the Release Agreement, a prorated Bonus Amount for the portion of the year in which the Executive was employed, calculated by (A) dividing the Bonus Amount by twelve (12), and (B) multiplying the resulting quotient by the number of whole months that have elapsed between the end of the most recent fiscal year for which an Annual Bonus has been paid and the Date of Termination, payable within sixty (60) business days of the Date of Termination, with the exact timing of payment determined in the Company’s sole discretion, provided that if the Date of Termination is within sixty (60) days prior to the end of a calendar year, payment of the amounts set forth in (ii) will be made in the subsequent calendar year. In addition, the Executive shall be entitled to receive any disability benefits payable in accordance with the Company’s plans, programs and policies as in effect from time to time.

(f)    Release and Timing of Payments. As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the Executive must execute and deliver to the Company a severance and release of claims agreement substantially in the form attached hereto as Exhibit C, as it may be modified by the Company to comply with applicable law while preserving the original intent of the Parties (the “Release Agreement”), and the Release Agreement must have become irrevocable within sixty (60) days following the Executive’s Date of Termination (or such shorter period as may be reasonably directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, are subject to Exhibit A and, to the extent taxable, shall be paid or commence, as applicable, within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in

one calendar year and ends in a second calendar year, any payments due under Section 8(b) or 8(c) above, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The Executive must continue to comply with the Release Agreement, the Restrictive Covenants Agreement, and any similar agreement with the Company in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable.

(g)    Change in Control Definition. For purposes of this Agreement, “Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, solely to the extent necessary to avoid adverse personal income tax consequences to the Executive in connection with Change in Control Severance Benefits, such transaction also constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii):

(i)    the consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or group (both as defined in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than a person that, prior to such transaction or series of related transactions, is controlled directly or indirectly by the Company);

(ii)    a transaction or a series of related transactions whereby any person or group (other than a person that, prior to such transaction or series of related transactions, is controlled directly or indirectly by the Company) becomes the beneficial owner of more than fifty percent (50%) of the total voting power of the outstanding voting stock of the Company;

(iii)    the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company (regardless of whether, in either case, the Company is the surviving person), other than any such transaction in which the stockholders of the Company before such transaction own directly or indirectly at least a majority of the voting power of the outstanding voting stock of the surviving person in such reorganization, merger, or consolidation transaction immediately after such transaction;

(iv)    during any period of two (2) consecutive years, members who at the beginning of such period constituted the Board shall have ceased for any reason to constitute a majority thereof, unless the election, or nomination for election, by the Company’s equity holders of each director shall have been approved by the vote of at least a majority of the directors (A) then still in office and (B) either who were directors at the beginning of such period or whose election or nomination for election was previously so approved (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(v)    the stockholders of the Company adopt a plan or proposal for the liquidation, winding up, or dissolution of the Company.

(h)    Change in Control Protection Period Definition. For purposes of this Agreement, “Change in Control Protection Period” shall mean the period beginning ninety (90) days prior to and ending two (2) years after the occurrence of a Change in Control.

(i)    Company Affiliation. The Executive agrees that, following the Executive’s Date of Termination, the Executive will not hold himself or herself out as an officer, employee, or otherwise as a representative of the Company, and the Executive agrees to take reasonable steps to promptly update any external directory, social media, or information that indicates the Executive is currently affiliated with the Company.

9.    Modified Section 280G Cutback. Notwithstanding any other provision of this Agreement, except as set forth in Section 9(b), in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the following provisions shall apply:

(a)    The Company shall not be obligated to provide to the Executive any portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 9, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.”

(b)    Notwithstanding the provisions of Section 9(a), no such reduction in Contingent Compensation Payments shall be made if the Eliminated Amount (computed without regard to this sentence) exceeds one hundred percent (100%) of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to the Executive (including state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 9(b) shall be referred to as a “Section 9(b) Override.” For purpose of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided by law.

(c)    For purposes of this Section 9 the following terms shall have the following respective meanings:

(i)    “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

(ii)    “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to or for the benefit of a “disqualified individual” (as defined in Section 280G(c) of the Code)

and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

(d)    Any payments or other benefits otherwise due to the Executive following a Change in Ownership or Control that could reasonably be characterized (as determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made until the dates provided for in this Section 9(d). Within thirty (30) days after each date on which the Executive first becomes entitled to receive (whether or not then due) a Contingent Compensation Payment relating to such Change in Ownership or Control, the Company shall determine and notify the Executive (with reasonable detail regarding the basis for its determinations) (1) which Potential Payments constitute Contingent Compensation Payments, (2) the Eliminated Amount and (3) whether the Section 9(b) Override is applicable. Within thirty (30) days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the “Executive Response”) stating either (A) that the Executive agrees with the Company’s determination pursuant to the preceding sentence or (B) that the Executive disagrees with such determination, in which case the Executive shall set forth (x) which Potential Payments should be characterized as Contingent Compensation Payments, (y) the Eliminated Amount, and (z) whether the Section 9(b) Override is applicable. In the event that the Executive fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final. If and to the extent that any Contingent Compensation Payments are required to be treated as Eliminated Payments pursuant to this Section 9, then the payments shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any taxable benefits, (iii) any nontaxable benefits, and (iv) any vesting of equity awards in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the date that triggers the applicability of the excise tax, to the extent necessary to maximize the Eliminated Payments. If the Executive states in the Executive Response that the Executive agrees with the Company’s determination, the Company shall make the Potential Payments to the Executive within three (3) business days following delivery to the Company of the Executive Response (except for any Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). If the Executive states in the Executive Response that the Executive disagrees with the Company’s determination, then, for a period of sixty (60) days following delivery of the Executive Response, the Executive and the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such 60-day period, such dispute shall be settled exclusively by arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall, within three (3) business days following delivery to the Company of the Executive Response, make to the Executive those Potential Payments as to which there is no dispute between the Company and the Executive regarding whether they should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). The balance of the Potential Payments shall be made within three (3) business days following the resolution of such dispute. Subject to the limitations contained in Sections 9(a) and 9(b) hereof, the amount of any payments to be made to the Executive following the resolution of such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate announced from time to time by The Wall Street Journal, compounded monthly from the date that such payments originally were due.

(e)    The provisions of this Section 9 are intended to apply to any and all payments or benefits available to the Executive under this Agreement or any other agreement or plan under which the Executive may receive Contingent Compensation Payments.

10.    Absence of Restrictions. The Executive represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants, or other restrictions that prevent the Executive from carrying out the Executive’s responsibilities for the Company, or which are in any way inconsistent with any of the terms of this Agreement. The Executive shall not disclose to the Company, or use, or induce the Company to use, any confidential, proprietary, or trade secret information of others. The Executive represents and warrants that to the Executive’s knowledge, the Executive has returned all property and confidential information belonging to all prior employers, if the Executive is obligated to do so.

11.    Indemnification; D&O Insurance. The Company and the Executive have executed and delivered an Indemnification Agreement dated effective [____] (the “Indemnification Agreement”). To the extent any provision set forth in the Indemnification Agreement conflicts with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern. Further, Executive shall be entitled to coverage under a directors and officers liability insurance program to the same extent as other similarly situated executive officers of the Company.

12.    Notice. Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one (1) business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, or immediately upon hand delivery, in each case to the address of the recipient set forth below.

To the Executive:

At the home address set forth in the Executive’s personnel file.

To the Company:

Royal Gold, Inc.

1144 15th Street, Suite 2500

Denver, CO 80202

Attention: General Counsel

Either Party may change the address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 12.

13.    Arbitration. Any controversy, dispute or claim arising out of or in connection with this Agreement, the Executive’s employment, and/or the termination of the Executive’s employment (including, but not limited to, disputes and/or claims involving wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, discrimination or harassment claims within the jurisdiction of the Equal Employment Opportunity Commission, and/or wage and hour disputes brought under applicable state law and/or the Federal Fair Labor Standards Act) shall, to the fullest extent permitted by law, be settled exclusively by confidential arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator appointed by the Company to take place in Denver, Colorado under the AAA’s Employment Arbitration Rules, as may be amended from time to time. The only disputes between the Parties not covered by this agreement to arbitrate shall be such disputes that are prohibited from being arbitrated pursuant to applicable law. Notwithstanding the

foregoing, if either Party will suffer irreparable harm unless it takes immediate action, the Party shall be free to seek a temporary restraining order or preliminary injunction, following which the dispute shall be resolve in arbitration. The Company shall be responsible for payment of costs and arbitrator fees of such arbitration; provided, however, if the Executive initiates arbitration proceedings, the Executive shall pay costs equal to the amount of the filing fee that the Executive would have paid if the Executive had filed suit in court. Each Party shall pay its own attorney’s fees and expenses. The arbitrator shall issue a written decision setting forth the essential findings and conclusions upon which the arbitrator’s decision or award is based. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitration proceedings, any record of the same, and the award shall, except as otherwise required by applicable law, be considered Proprietary Information under the Restricted Covenants Agreement. Confidentiality of the arbitration is at the request of, and for the benefit of, both Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Any relief or recovery based on any claims arising out of the Executive’s employment or cessation of employment, including but not limited to, any claim of unlawful harassment or discrimination, shall be limited to that awarded by the arbitrator. This provision and any decision and award hereunder can be enforced under the Federal Arbitration Act.

14.    Governing Law; Enforcement. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with this Agreement, the Executive’s employment with the Company or any other relationship between the Executive and the Company (the “Disputes”) will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that would result in the application of the laws of another jurisdiction. The Executive and the Company irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute to the extent that such claim is not subject to mandatory arbitration in accordance with, or is necessary to enforce, Section 13. The Parties also waive any objections to venue. TO THE EXTENT NOT SUBJECT TO ARBITRATION, BOTH THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

15.    Use of Name and Biography. The Company shall have the right (but not the obligation) to use, publish, and broadcast, and to authorize others to do so, the Executive’s name and biographical material concerning the professional career of the Executive, as approved by the Executive from time to time, to advertise, publicize, and promote the business of Company and its affiliates, but not for the purposes of direct endorsement without the Executive’s consent. This right shall terminate upon the termination of this Agreement.

16.    Cooperation. The Executive agrees to be available and to cooperate with the Company in: (i) any internal investigation; (ii) any investigation, defense, or prosecution of any claims or actions which already have been brought, are currently pending, have been threatened, or which may be brought in the future against the Company by a third party or by or on behalf of the Company against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator; and/or (iii) any other administrative, regulatory, or judicial inquiry, investigation, proceeding or arbitration. The Executive understands and agrees that the Executive’s reasonable cooperation includes, but is not limited to, being available to the Company upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over all

relevant documents which are in or may come into the Executive’s possession. The term “cooperation” does not mean that the Executive must waive attorney-client privilege relating to communications with the Executive’s own attorney or provide information that is favorable to the Company; it means only that the Executive will provide truthful information within the Executive’s knowledge and possession (except with respect to privileged communications discussed above) upon request of the Company. The Executive further agrees that, to the extent permitted by law, the Executive will notify the Company promptly in the event that the Executive is served with a subpoena (other than a subpoena issued by a government agency), or in the event that the Executive is asked to provide a third party (other than a government agency) with information concerning any actual or potential complaint or claim against the Company. The Company shall pay the Executive a reasonable hourly rate for the Executive’s cooperation pursuant to this Section 16 with respect to such cooperation obligations arising after the Executive’s separation from employment with the Company, provided, however, that the Company shall not pay the Executive for any time spent testifying in any legal proceeding.

17.    Recoupment. All amounts payable to the Executive under this Agreement shall be subject to the Company’s Incentive Compensation Recoupment Policy and any additional compensation clawback or recoupment policies or amendments adopted by the Board during the Term of Employment. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for Good Reason or constitute a constructive termination without Cause under this Agreement.

18.    Successors and Assigns. This Agreement is personal to the Executive and shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. This Agreement shall not be assignable by the Company or its successors except in connection with the sale or other disposition of all or substantially all the business or assets of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or substantially all of the business or assets of the Company 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.

19.    At-Will Employment. During the Term of Employment, the Executive will continue to be an at-will employee of the Company, which means that, notwithstanding any provision set forth herein, the employment relationship can be terminated by either Party for any reason, at any time, with or without prior notice and with or without Cause, but subject in each case to the terms and conditions of this Agreement.

20.    Acknowledgments. The Executive states and represents that the Executive has had an opportunity to fully discuss and review the terms of this Agreement with the Executive’s own attorney. The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs the Executive’s name of the Executive’s own free act. Except as expressly set forth in this Agreement, neither the Parties nor their affiliates, advisors and/or their attorneys have made any representation or warranty, express or implied, at law or in equity with respect to the subject matter contained herein. Without limiting the generality of the previous sentence, the Company, its affiliates, advisors, and/or attorneys have made no representation or warranty to the Executive concerning the state or federal tax consequences to the Executive regarding the transactions contemplated by this Agreement.

[The Executive acknowledges and agrees that the entry into this Agreement and the termination of the Employment Agreement, dated effective [____], between the Company and the Executive (as amended, the “Prior Employment Agreement”) shall not constitute an election by the Company not to renew the term of the Prior Employment Agreement for one of the four successive one-year renewal terms set forth in the Prior Employment Agreement.]

21.    No Oral Modification, Waiver, Cancellation or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by the Executive or the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Executive or the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

22.    Captions and Pronouns. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

23.    Interpretation. The Parties agree that this Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting Party. References in this Agreement to “include” or “including” should be read as though they said “without limitation” or equivalent forms. References in this Agreement to the “Board” shall include any authorized committee thereof.

24.    Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if an arbitrator and/or a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.

25.    Entire Agreement. This Agreement, including the attachment hereto (e.g., the Restrictive Covenants Agreement), constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, any previous employment agreement by and between the Company and the Executive.

[Signatures on Page Following]

THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT MAY AFFECT THE EXECUTIVE’S RIGHT TO ACCEPT EMPLOYMENT OR PERFORM SERVICES ON BEHALF OF OTHER COMPANIES DURING AND AFTER THE PERIOD OF THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.

ROYAL GOLD, INC.

By:

Name:

Title:

THE EXECUTIVE:

[____]

[Signature Page to Employment Agreement]

EXHIBIT A

Payments Subject to Section 409A

1.  Subject to this Exhibit A, any severance payments that may be due under the Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the severance payments, if any, to be provided to the Executive under the Agreement, as applicable:

(a)It is intended that each installment of the severance payments provided under the Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A.

(b)If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and terms set forth in the letter agreement.

(c)If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

(i)Each installment of the severance payments due under the Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms set forth in the Agreement; and

(ii)Each installment of the severance payments due under the Agreement that is not described in this Exhibit A, Section 1(c)(i) and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following the taxable year in which the separation from service occurs.

2.  The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set

A-1

forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of Section 2 of this Exhibit A, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

3.  All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

4.  The Company makes no representation or warranty and shall have no liability to the Executive or to any other person if any of the provisions of the Agreement (including this Exhibit A) are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.

5.  The Agreement is intended to comply with, or be exempt from, Section 409A and shall be interpreted accordingly.

[Remainder of page intentionally left blank]

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EXHIBIT B

Form of Restrictive Covenants Agreement

[See attached]

RESTRICTIVE COVENANTS AGREEMENT

THIS RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is made as of [____], by and between Royal Gold, Inc. (together with its affiliates, the “Company”) and [____] (the “Executive”) (together, the “Parties”). All capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement, dated [____] (as may be amended from time to time, the “Employment Agreement”), between the Parties.

In consideration of the employment or continued employment of the Executive by the Company, the Executive and the Company agree as follows:

1.    Condition of Employment. The Executive acknowledges that the Executive’s employment and/or continued employment with the Company is contingent upon the Executive’s agreement to sign and adhere to the provisions of this Agreement.

2.    Confidential Information

(a)    Proprietary Information. The Company has developed or acquired and owns or holds rights in, and during the term of the Executive’s employment will develop or acquire and own or hold rights in, information which is confidential and valuable, unique, or specific to the Company, which includes: (i) Company strategy and strategic plans, risks, and opportunities; (ii) business and financial information (including compensation, benefits, revenue, inventory, sales, costs, accounting and tax positions, revenue models, and cost models); (iii) operational information (including resource and reserve modeling assumptions and disclosure considerations); (iv) technical information (including geological, metallurgical, engineering, and other operational data and methodologies); (v) legal information (including legal theories, analyses and positions, and current or prospective investigations, claims, and/or defenses), (vi) policies and personnel matters; (vii) marketing plans (including identities of current and prospective business targets and opportunities); (viii) business strategies and approaches (including investment structures, deal terms, and due diligence processes); and (ix) other confidential, proprietary, nonpublic, or secret information related to the past, present, or anticipated strategy, business and/or operations of the Company (collectively, the “Proprietary Information”).

(b)    Third Party Information. The Company possesses and/or has rights to use and/or disclose certain unique or valuable information disclosed to the Company by third parties, including the Company’s existing and potential counterparties, contractors, and others, which information is subject to limitations on the use and/or disclosure of such information by contract and/or at law (“Third Party Information”).

(c)    Personal Information. The Company possesses personally identifiable information with respect to its employees, directors, contractors, vendors, and other third parties (“Personally Identifiable Information”).

(d)    Confidential Information Sole Property of Company. All Proprietary Information, Third Party Information, and Personally Identifiable Information (together, the “Confidential Information”), in whatsoever form, wheresoever held or stored, and whensoever created, learned, or received by the Executive shall, as between the Executive and the Company, be and remain the sole and exclusive property of the Company.

(e)    Exclusions from Confidential Information. The following shall not constitute Confidential Information for any purpose under this Agreement: (i) information that relates to the

Executive’s general training, knowledge, skill, or experience, whether gained during the Executive’s employment with the Company or otherwise; (ii) information the Executive can demonstrate by reasonable evidence was independently developed by the Executive following termination of the Executive’s employment with the Company and without the use of Confidential Information; or (iii) information that is readily available to the public (but only to the extent so available), other than as a result of a use or disclosure prohibited hereunder.

(f)    Return or Destruction of Documents and Data. Upon termination of the Executive’s employment with the Company or upon the earlier request by the Company, for any reason, the Executive shall promptly return or destroy (at the Company’s direction) all Confidential Information in any tangible form (including electronic data) in the Executive’s possession, custody, or control, and shall certify to the Company in writing that Executive has done so. After such return or destruction, the Executive shall not retain any such Confidential Information.

3.    Intellectual Property Rights; Express Waiver. All work created or derived from the Confidential Information, or otherwise relating to the business and/or operations of the Company, in whatsoever form is to be considered “work made for hire” and all intellectual property rights therein shall, as between the Company and the Executive, be the sole and exclusive property of the Company to the fullest extent permitted under applicable law (collectively, “Intellectual Property”). THE EXECUTIVE HEREBY WAIVES ALL RIGHTS OF AUTHORSHIP, INVENTORSHIP, OWNERSHIP, OR OTHERWISE IN RESPECT OF INTELLECTUAL PROPERTY, AND, ON REQUEST OF THE COMPANY, SHALL EXECUTE ANY SUCH ASSIGNMENT OR OTHER AGREEMENT OR INSTRUMENT NECESSARY TO VEST SOLE AND EXCLUSIVE OWNERSHIP OF INTELLECTUAL PROPERTY IN THE COMPANY AND/OR TO REGISTER THE SAME.

4.    Restrictions on Use and Disclosure Confidential Information and Intellectual Property; Limitations. The Executive acknowledges that the Company’s business is highly competitive, and, further, that protection of Confidential Information and Intellectual Property against unauthorized disclosure and/or use is of critical importance to the Company in maintaining its competitive position, contractual obligations to third parties, and market reputation. Other than in the performance of the Executive’s duties as an employee of the Company, the Executive shall reasonably protect as confidential, and shall not (i) disclose or permit to be disclosed to any person or entity (other than to employees of the Company and other persons authorized by the Company), (ii) use or permit to be used (other than by employees of the Company and other persons authorized by the Company), or (iii) copy or permit to be copied, for any purpose, any Confidential Information or Intellectual Property, at any time during the term of the Executive’s employment and for so long thereafter as the Company maintains its rights in respect of such Confidential Information or Intellectual Property (as the case may be) or its obligations in respect of Third Party Information or Personally Identifiable Information (as the case may be); provided that: (1) following the expiry of a period of twelve (12) months from the Date of Termination, the restrictions under this Section 4 shall not apply to the use or disclosure by the Executive of the types of Confidential Information set forth in Sections 2(a)(vii) and (viii); (2) disclosure of Confidential Information shall be permitted where (x) required by subpoena issued by a court of competent jurisdiction, (y) made in any legal proceeding in which the Executive’s legal rights and obligations under this Agreement or the Employment Agreement are at issue, or (z) the Executive otherwise has a right to disclose as legally protected conduct (within the meaning of C.R.S 8-2-113(3)(b)), so long as, in any such case under this clause (2), the Executive shall, to the fullest extent permitted by law, give prior notice to the Company of the Executive’s intent to disclose any such Confidential Information in such context so as to allow the Company an opportunity (which the Executive shall not oppose) to obtain a protective order or other relief with respect to any such Confidential Information to be disclosed as the Company may deem

appropriate; and (3) nothing in this Section 4 (or elsewhere in this Agreement) prohibits the Executive from (y) communicating with or voluntarily providing information that the Executive believes indicates possible or actual violations of the law to local, state, or federal government agencies or instrumentalities thereof (including any securities regulator), any legislative body, law enforcement entity, or from making any other disclosures that are protected by applicable statute, or (z) exercising any rights under Section 7 of the National Labor Relations Act, it being understood that the Executive is not required to notify the Company of any such communications under this clause (3). THE EXECUTIVE IS HEREBY ADVISED AS FOLLOWS PURSUANT TO THE DEFEND TRADE SECRETS ACT: “AN INDIVIDUAL SHALL NOT BE HELD CRIMINALLY OR CIVILLY LIABLE UNDER ANY FEDERAL OR STATE TRADE SECRET LAW FOR THE DISCLOSURE OF A TRADE SECRET THAT (A) IS MADE (1) IN CONFIDENCE TO A FEDERAL, STATE, OR LOCAL GOVERNMENT OFFICIAL, EITHER DIRECTLY OR INDIRECTLY, OR TO AN ATTORNEY; AND (2) SOLELY FOR THE PURPOSE OF REPORTING OR INVESTIGATING A SUSPECTED VIOLATION OF LAW; OR (B) IS MADE IN A COMPLAINT OR OTHER DOCUMENT FILED IN A LAWSUIT OR OTHER PROCEEDING, IF SUCH FILING IS MADE UNDER SEAL. AN INDIVIDUAL WHO FILES A LAWSUIT FOR RETALIATION BY AN EMPLOYER FOR REPORTING A SUSPECTED VIOLATION OF LAW MAY DISCLOSE THE TRADE SECRET TO THE ATTORNEY OF THE INDIVIDUAL AND USE THE TRADE SECRET INFORMATION IN THE COURT PROCEEDING, IF THE INDIVIDUAL (Y) FILES ANY DOCUMENT CONTAINING THE TRADE SECRET UNDER SEAL; AND (Z) DOES NOT DISCLOSE THE TRADE SECRET, EXCEPT PURSUANT TO COURT ORDER.”

5.    Non-Competition and Non-Solicitation.

(a)    Other than the performance of the Executive’s responsibilities pursuant to this Agreement and the Employment Agreement to be carried out in the best interests of the Company, during the Term of Employment and for a further period of twelve (12) months following the Date of Termination, the Executive shall restrict his or her activities as follows:

(i)    Non-Competition. The Executive shall not, directly or indirectly, for the Executive or others, own, manage, operate, control, be employed by (whether in an executive, managerial, supervisory, or other capacity), consult or contract with, assist, or otherwise engage or participate in, or allow the Executive’s skill, knowledge, experience, or reputation to be used in connection with, the ownership, management, operation, or control of, any company or other business enterprise engaged in the business of creating, financing, acquiring, investing in, owning, and/or managing precious metals royalties, precious metals streams, and similar interests involving mineral properties, whether alone or in connection with any other business (collectively, the “Subject Business”) within (1) the continents of North, Central and South America, Africa, Europe and/or Australia, (2) South Asia, or (3) any other location where the Executive’s use or disclosure of Confidential Information or Intellectual Property (if done so in breach of the Executive’s obligations under this Agreement) could materially disadvantage the Company regardless of the Executive’s physical location (collectively, the “Subject Areas”); provided, however, that nothing in this Section 5(a)(i) shall prohibit the Executive from making passive investments as long as the Executive does not beneficially own more than one percent (1%) of the equity interests of a business enterprise engaged in the Subject Business within any of the Subject Areas, which enterprise is listed on a national securities exchange or publicly traded on a nationally recognized over-the-counter market. For purposes of this paragraph, “beneficially own” shall have the same meaning ascribed to that term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(ii)    Non-Solicitation of Company Business Opportunities. The Executive shall not solicit, divert, or entice away the business of any current counterparty of the Company under any royalty, stream, or similar interest in mineral production, or any prospective counterparty for the same, which on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company, or otherwise disrupt any previously established relationship existing between such person or entity and the Company.

(iii)    Non-Solicitation of Company Vendors. The Executive shall not solicit, induce, influence, or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree, or any other person who has a business relationship with the Company, or who on the Date of Termination is engaged in discussions or negotiations to enter into a business relationship with the Company, to discontinue or reduce or limit the extent of or refrain from entering into a relationship with the Company.

(iv)    Non-Solicitation of Company Personnel. Without the consent of the Company, the Executive shall not directly or indirectly (1) solicit, recruit, or hire, or attempt to solicit, recruit, or hire (whether as an employee or an independent contractor) any of the employees or consultants of the Company, or (2) otherwise disrupt such employee’s or consultant’s relationship with the Company.

(b)    Certain Acknowledgements by Executive

(i)    The Executive acknowledges that (x) the compensation provided to the Executive during the Term of Employment, including eligibility for equity awards under the Company’s equity incentive plans as described in the Employment Agreement, (y) the agreement to provide the Severance Benefits or Change in Control Severance Benefits to the Executive in connection with certain terminations of the Executive’s employment, and (z) the specialized training and the Confidential Information and Intellectual Property disclosed to or learned by the Executive during the Executive’s employment with the Company give rise to the Company’s interest in restraining the Executive from competing with the Company in the manner described in this Section 5, that the non-competition and non-solicitation covenants in this Section 5 are designed to enforce such considerations, that the Company’s business is worldwide in geographic scope, and that any limitations as to time, geographic scope, and scope of activity to be restrained as set forth in this Section 5 and Section 4 of this Agreement are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other assets and business interests of the Company. In addition, the Executive acknowledges that, while the non-solicitation covenants in this Section 5 are essential to the protection of the Company’s legitimate business interests, such interests cannot be adequately protected without the non-competition covenants in this Section 5. The Executive further acknowledges that as an executive of a publicly traded company the Executive falls within the exceptions to C.R.S 8-2-113(2) contained in both C.R.S 8-2-113(2)(b), which exempts contracts for the protection of trade secrets, and C.R.S 8-2-113(2)(d), which exempts executive and management personnel, officers, and employees who constitute professional staff to executive and management personnel, from the prohibitions of non-compete provisions under Colorado law. The Executive shall review and sign the “Notice of Covenant Not to Compete for Colorado Employees” which is attached hereto as Schedule 1.

(ii)    The Executive acknowledges that the Executive is hereby advised to consult with his or her own attorney before entering this Agreement. Further, the Company and the

Executive acknowledge that the obligations set forth in this Section 5 shall not apply if the Executive, at the time the obligations are entered into and at the time they are enforced, earns an amount of annualized cash compensation less than the applicable threshold amount for highly compensated workers.

(iii)    The Executive and the Company hereby agree to reasonably allocate an amount of the Change in Control Severance Benefits to the non-competition and non-solicitation covenants set forth in this Section 5, which amount shall be established by the Parties in good faith negotiations, relying upon third party advisers to the extent reasonably determined by the Parties at the time a Change in Control transaction is reasonably likely or at such earlier time as is determined by the Parties in good faith.

6.    Survival. This Agreement shall survive the termination of the Employment Agreement for any reason, and no such termination shall affect the exchange or value of the consideration referenced in Section 5(b) of this Agreement. If applicable to any new affiliation or employment, the Executive agrees to notify all future persons or businesses with which the Executive becomes affiliated or employed of the restrictions set forth in Sections 4 and 5 of this Agreement prior to the commencement of any such affiliation or employment.

7.    Miscellaneous.

(a)    Equitable Remedies. The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the goodwill or other assets and business interests of the Company, its competitive position, contractual obligations to third parties, and market reputation, and are considered by the Executive to be reasonable for such purposes. The Executive further acknowledges that any breach or threatened breach of this Agreement by the Executive is likely to cause the Company substantial and irrevocable damage, including claims for breach of confidentiality obligations to third parties, which is difficult to measure and which cannot be remedied by monetary damages alone. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach without posting a bond, and the right to specific performance of the provisions of this Agreement and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.

(b)    Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, although the Parties believe that the limitations as to time, geographical area, and scope of activity contained herein are reasonable and do not impose a greater restraint than necessary to protect the interests of the Company, if it is judicially determined otherwise, the limitations shall be reformed to the extent necessary to make them reasonable and not to impose a restraint that is greater than necessary to protect the interests of the Company; provided, however, that in the event that such reformation is judicially determined to be impermissible, the Parties authorize the Court to strike any language necessary to make the limitations reasonable and not impose a restraint that is greater than necessary to protect the interests of the Company. In any such case of reformation or “blue penciling,” the Company and the Executive agree that the remaining provisions of the modified section shall be valid and binding as though any invalid or unenforceable provision had not been included.

(c)    Disclosure of this Agreement by Company. The Company shall be entitled to notify others, including but not limited to counterparties and contractors of the Company and any of the Executive’s future employers or prospective business associates, of the terms and existence of this Agreement and any of the Executive’s continuing obligations to the Company hereunder.

(d)    Not An Employment Contract. This Agreement does not constitute a contract of employment, does not imply that the Company shall continue the Executive’s employment for any period of time, and does not change the at-will nature of the Executive’s employment.

(e)    Successors and Assigns. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. This Agreement shall not be assignable by the Company or its successors, except the Company may assign or transfer its rights and obligations under Sections 2 and 3 of this Agreement in connection with any sale or other transfer of Proprietary Information or Intellectual Property, but only to the extent of the Proprietary Information or Intellectual Property so sold or transferred.

(f)    No Oral Modification, Waiver, Cancellation, or Discharge. Except as set forth in Section 7(b), this Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by a Party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

(g)    Arbitration. Any controversy, dispute, or claim arising out of or in connection with this Agreement shall, to the fullest extent permitted by law, be settled exclusively by confidential arbitration administered by the American Arbitration Association (“AAA”) in Denver, Colorado before a single arbitrator appointed by the Company conducted under the AAA’s Employment Arbitration Rules, as may be amended from time to time. The only disputes between the Parties not covered by this Agreement to arbitrate shall be such disputes that are prohibited from being arbitrated pursuant to applicable law. Notwithstanding the foregoing, if either Party will suffer irreparable harm unless it takes immediate action, the Party shall be free to seek a temporary restraining order or preliminary injunction, following which the dispute shall be resolve in arbitration. The Company shall be responsible for payment of costs and arbitrator fees of such arbitration; provided, however, if the Executive initiates arbitration proceedings, the Executive shall pay costs equal to the amount of the filing fee that the Executive would have paid if the Executive had filed suit in court. Each Party shall pay its own attorney’s fees and expenses. The arbitrator shall issue a written decision setting forth the essential findings and conclusions upon which the arbitrator’s decision or award is based. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitration proceedings, any record of the same, and the award shall, except as otherwise required by applicable law, be considered Proprietary Information. Confidentiality of the arbitration is at the request of, and for the benefit of, both Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. This provision and any decision and award hereunder can be enforced under the Federal Arbitration Act.

(h)    Governing Law; Enforcement. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with this Agreement, the Executive’s employment with the Company or any other relationship between the Executive and the Company (the “Disputes”) will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that

would result in the application of the laws of another jurisdiction. The Executive and the Company irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute to the extent that such claim is not subject to mandatory arbitration in accordance with, or is necessary to enforce, Section 7(g). The Parties also waive any objections as to venue. TO THE EXTENT NOT SUBJECT TO ARBITRATION, BOTH THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

(i)    Entire Agreement. This Agreement, including the schedule attached hereto, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

(j)    Rules of Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the drafting Party. References in this Agreement to “include” or “including” should be read to be followed by the words “without limitation.” The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

[Signatures follow on next page]

THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT MAY AFFECT THE EXECUTIVE’S RIGHT TO ACCEPT EMPLOYMENT OR PERFORM SERVICES ON BEHALF OF OTHER COMPANIES DURING AND AFTER THE PERIOD OF THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.

THE EXECUTIVE:

[____]

ROYAL GOLD, INC.

By:

Name:

Title:

[Signature Page to Restrictive Covenants Agreement]

SCHEDULE 1

Notice of Covenant Not to Compete for Colorado Employees

Pursuant to Colo. Rev. Stat. § 8-2-113, you are hereby notified that as a condition of employment or continued employment with Royal Gold, Inc. (the “Company”) you are required to execute the Restrictive Covenants Agreement (the “Agreement”) to which this notice is attached. The Agreement contains a covenant not to compete that could restrict your options for subsequent employment following your separation from employment with the Company. The covenant not to compete is contained in Section 5 of the Agreement.

By signing below, you acknowledge that you received this notice prior to accepting the Company’s offer of employment or, if you are currently employed by the Company, you acknowledge that the effective date of the covenant not to compete contained in Section 5 of the Agreement shall take effect fourteen (14) days after you were provided this Notice.

[____]

Date

EXHIBIT C

Form of Release Agreement1

VIA [HAND DELIVERY/ELECTRONIC MAIL]

[Insert Date]

[Insert Employee Name]

[Insert Employee Address]

Dear [Insert Employee Name]:

Your employment with Royal Gold, Inc. (the “Company”) [is ending][has ended] effective [insert separation date] (the “Separation Date”). You will be eligible to receive the [Severance Benefits described in Section 8(b)][Change in Control Severance Benefits described in Section 8(c)] of the Employment Agreement dated [insert date] between you and the Company to which this Release Agreement is attached as Exhibit C (the “Employment Agreement”), and referenced in Section 1 below, if you sign and return this Release Agreement to me on or before [Insert Return Date2][, but no earlier than the Separation Date,] and not revoke your agreement (as described in Section 4(d)).3 Capitalized terms used and not separately defined in this Release Agreement have the meanings given to them in the Employment Agreement.

By signing and returning this Release Agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company.

1.Severance Benefits Under Employment Agreement. The Company will provide you with the [Severance Benefits described in Section 8(b)][Change in Control Severance Benefits described in Section 8(c)] of the Employment Agreement, in accordance with and subject to the terms thereof. This Release Agreement is delivered pursuant to Section 8(f) of the Employment Agreement.

2.Release of Claims. In consideration of the severance benefits, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise, and discharge the Company, its past and present affiliates, joint employers (including any professional employer organization and/or employer of record), subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and

1 Note: The footnotes in this Release Agreement are part of the form of Release Agreement and are to be removed only when the Company finalizes the Release Agreement for execution.

2 Note: The Company may designate a period of up to 60 days in its sole discretion.

3 Note: If you are under age 40 at the time of termination, all revocation language will be deleted.

nature that you ever had or now have against any or all of the Released Parties, whether known or unknown, absolute or contingent, including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., [the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.], the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out Colo. Rev. Stat. § 24-34-401 et seq. (Colorado anti-discrimination and anti-retaliation law), the Colorado Family Care Act, 8-13.3-201 et seq., Colo. Rev. Stat. § 19-5-211 (Colorado adoption leave law), Colo. Rev. Stat. § 24-34-402.7 (Colorado domestic violence and crime victim leave law), Colo. Rev. Stat. § 8-5-101 et seq. (Colorado equal pay law), and Colo. Rev. Stat. § 28-3-609 (Colorado military leave law), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any non-vested ownership interest in the Company, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS RELEASE OF CLAIMS OR IN THIS RELEASE AGREEMENT SHALL BE DEEMED TO PROHIBIT YOU FROM FILING A CHARGE WITH, OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING BEFORE, ANY LOCAL, STATE OR FEDERAL GOVERNMENT AGENCY, INCLUDING, WITHOUT LIMITATION, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR A STATE OR LOCAL FAIR EMPLOYMENT PRACTICES AGENCY. YOU RETAIN THE RIGHT TO PARTICIPATE IN ANY SUCH ACTION BUT NOT THE RIGHT TO RECOVER MONEY DAMAGES OR OTHER INDIVIDUAL LEGAL OR EQUITABLE RELIEF AWARDED BY ANY SUCH GOVERNMENTAL AGENCY, INCLUDING ANY PAYMENT, BENEFIT, OR ATTORNEYS’ FEES, AND HEREBY WAIVE ANY RIGHT OR CLAIM TO ANY SUCH RELIEF; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BAR OR IMPEDE IN ANY WAY YOUR ABILITY TO SEEK OR RECEIVE A MONETARY INCENTIVE AWARD FROM ANY GOVERNMENTAL AGENCY OR REGULATORY AUTHORITY IN CONNECTION WITH INFORMATION PROVIDED BY SUCH GOVERNMENTAL AGENCY OR REGULATORY AUTHORITY. In addition, nothing in this release of claims or in this Release Agreement shall limit any rights or claims you may have arising after the date you sign this Release Agreement, or your right to enforce this Release Agreement.

3.Non-Disparagement. You agree not to, in public or private, make any false, disparaging, derogatory or defamatory statements, online (including, without limitation, on any social media, networking, or employer review site) or otherwise, to any person or entity, including, but not

C-2

limited to, any media outlet, industry group, financial institution or current or former employee, board member, consultant, client, counterparty, or customer of the Company, regarding the Company or any of the other Released Parties, or regarding the business affairs, business prospects, or financial condition of the Company or any of the other Released Parties.

4.Other Matters.

a.  Validity. Each provision of this Release Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Release Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Release Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the parties.

b.  No Admission of Liability. This Agreement is not an admission of liability or wrongdoing by either party.

c.  Proprietary Information. You agree this Release Agreement constitutes “Proprietary Information” under the Restrictive Covenants Agreement.

d.  Acknowledgments.4 You acknowledge that you have been given [a reasonable amount of time][at least twenty-one (21)/forty-five (45) days] to consider this Release Agreement, and that the Company is hereby advising you to consult with an attorney of your own choosing prior to signing this Release Agreement. You understand that you may revoke this Release Agreement for a period of seven (7) days after you sign this Release Agreement by notifying me in writing, and the Release Agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period. [You understand that by entering into this Release Agreement, you are waiving any and all rights or claims you might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that you have received consideration beyond that to which you were previously entitled in exchange for that waiver.]

e.  Knowing and Voluntary Execution. You acknowledge that you have read this Release Agreement, understand the contents herein, have had the opportunity to consult with your own counsel regarding this Release Agreement, and sign this Release Agreement voluntarily.

f.  Governing Law; Enforcement. The terms of this Release Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Release Agreement or arising out of, related to, or in any way connected with this

4 Note: Bracketed text depends on age at time of termination and whether the termination involves a group of employees.

C-3

Release Agreement (the “Disputes”), will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that would result in the application of the laws of another jurisdiction. The parties irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute. The parties also waive any objections to venue. BOTH YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS RELEASE AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

g.  Entire Agreement. This Release Agreement, together with the Employment Agreement, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

[Remainder of Page Intentionally Left Blank]

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If you have any questions about the matters covered in this Release Agreement, please call me.

Very truly yours,

By:

[Insert Name]

[Insert Title]

I hereby agree to the terms and conditions set forth above. I have been given [a reasonable amount of time][at least twenty-one (21)/forty-five (45) days]5 to consider this Release Agreement, and I have chosen to execute this Release Agreement on the date below. I intend that this Release Agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days.

[Insert Name]	Date

To be returned in a timely manner as set forth on the first page of this Release Agreement, but not to be signed before the close of business on your last day of employment.

5 Note: The timing depends on your age at separation from employment, and whether the termination involves a group of employees.

C-5

Document

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT CONTRACT

[Conformed through amendment dated February 2026]

between

RGLD Gold AG

Alpenstrasse 6 CH-6004 Luzern

(hereinafter referred to as the "Company")

and

Daniel Breeze

at the address on record with the Company

(hereinafter referred to as the "Employee", and together with the Company, the "Parties")

1.    POSITION / SCOPE OF RESPONSIBILITY / SIGNING AUTHORITY

1.1    The Employee shall be employed by the Company as Senior Vice President Corporate Development.

1.2    The principal duties of, and responsibilities assigned to, the Employee are listed in detail in the job description attached hereto as Schedule 1.2 (the "Job Description"). The Job Description forms an integral part of this Amended and Restated Employment Contract (this "Employment Contract") and can be supplemented, extended or modified with the agreement of both Parties. By signing this Employment Contract, the Employee confirms having received a copy of the Job Description and being aware of its contents.

The Company reserves the right to assign to the Employee additional duties and responsibilities of similar nature in line with the Employee's skills if this becomes necessary. The Company may, from time to time, require the Employee to perform

duties normally undertaken by other employees or contractors, including different or additional duties, but not duties which the Employee cannot reasonably perform.

1.3    The Employee shall report to the Chairman of the Company, presently William Heissenbuttel.

1.4    The Company may confer certain signing authority on behalf of the Company to the Employee, whereby it reserves the right to revoke such authority at any time.

2.    DUTY OF CARE AND LOYALTY / COMPLIANCE / NON-COMPANY BUSINESS ACTIVITIES

2.1    The Employee shall exercise his functions diligently, efficiently and responsibly. He shall at all times act in the best interests of the Company and in furtherance of the Company's business affairs and shall at all times comply with all applicable laws, statutes and regulations.

2.2    In carrying out his responsibilities the Employee shall comply with all of the Company's instructions, policies, rules, regulations and procedures as amended from time to time.

2.3    In case of absence from his work-place, the Employee shall take the necessary measures to be reachable and to ensure the proper attendance to his functions.

2.4    The Employee shall devote his entire working time to the Company. Without prior written approval of the Company, he shall not, directly or indirectly, engage or interest himself in any other professional or private activity, whether remunerated or not, which could adversely affect his availability and work for the Company or which could conflict with his obligations to the Company.

3.    WORKING HOURS / PLACE OF WORK

3.1    The Employee shall be employed on a full-time (100%) basis.

3.2    The Employee's working hours shall be determined based on the actual needs of the Company in accordance with the Employee's position and responsibilities. The Employee recognizes that he is being employed in a managerial function and that the work connected with his position may require working time beyond and in excess of normal working hours. The Employee acknowledges that this extra working time is fully covered by his remuneration as per Clause 4 and by the provisions regarding vacation

and public holidays as per Clause 6. He expressly waives any right to additional remuneration or extra time off.

3.3    The Employee's regular place of work is at the office of the Company in Luzern, Switzerland. The Employee recognizes that his responsibilities are likely to involve travel (e.g., to locations of other Royal Gold, Inc. (“Royal Gold”) group companies (the “Group Companies”) and/or to work at other locations) on a temporary basis with no right to additional salary.

4.    REMUNERATION / OTHER BENEFITS / DEDUCTIONS

4.1    The Employee receives a current gross annual base salary of CHF 458,000, which amount may be increased in the discretion of the Company acting in concert with the Royal Gold Board of Directors’ Compensation, Nominating, and Governance Committee or successor committee (“CNGC”) (with any increases, "Annual Base Salary"). The salary is paid in 12 equal installments and shall be transferred before or on the last business day of each month to a bank account specified by the Employee.

4.2    In addition to his Annual Base Salary, the Employee may be granted a discretionary cash bonus. The bonus level for this position generally has a payout at the target level of performance of 90% of the Annual Base Salary. It is up to the Company acting in concert with the CNGC to determine such bonuses taking due account of the Employee's project related and/or Company related performance as well as the Company's overall business success. The Employee is not entitled to claim a bonus, and will not be entitled to do so even if bonuses have been paid repeatedly and regularly in previous years. If a bonus is granted, payment is generally effected during the first fiscal quarter after the fiscal year to which the bonus relates. No bonus will be granted or paid if either Party has given notice of termination, or the employment has terminated, before the date announced as the payment date.

The Employee will also be eligible for discretionary stock-based compensation under the Royal Gold, Inc. 2015 Omnibus Long-Term Incentive Plan, the Royal Gold, Inc. 2025 Incentive Plan, or any successor plans, upon award by the CNGC in its discretion.

4.3    The Company will deduct from the Employee's gross remuneration paid under this Clause 4 as well as from the benefits granted under the other terms of this Employment Contract, the Employee's statutory social insurance contributions (AHV/IV/EO/ALV) and

the Employee's contribution to the pension plan as required by the regulations of the pension service provider. The Company will also deduct the Employee's taxes at source, if any.

4.4    Any allowance for children will be paid in accordance with the relevant legal provisions.

4.5    All amounts payable to the Employee under this Employment Contract shall be subject to Royal Gold's Incentive Compensation Recoupment Policy and any additional compensation clawback or recoupment policies or amendments adopted by the Company or Royal Gold during the employment. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for good cause (within the meaning of Article 340c, para. 2, of the Swiss Code of Obligations (“CO”)) or constitute valid reason for immediate termination pursuant to Article 337 CO.

5.    EXPENSES

5.1    The Company will reimburse the Employee for all expenses arising from the performance of his work (e.g., expenses for travelling, overnight lodging, meals on business trips, and expenses for business-related social representation) in accordance with the Company's relevant internal regulations.

6.    VACATION / PUBLIC HOLIDAYS

6.1    In addition to the public holidays in Luzern, Switzerland, the Employee is entitled to vacation of twenty (20) working days per year, which shall be taken in coordination and agreement with his superior. In case of commencement and/or termination of this Employment Contract during the calendar year, the Employee is entitled to a pro rata vacation allowance.

7.    SALARY IN CASE OF SICKNESS OR ACCIDENT

7.1    If the Employee is unable to work due to sickness, the Company will pay his salary in accordance with Clause 4.1 during a period of 30 days. The Employee will subsequently be paid during a period of 720 days maximum (including the 30 days mentioned before) the amount disbursed by the insurance company to offset the

economic consequences of prevention from work (Taggeldversicherung), i.e. 80% of his salary as per Clause 4.1. The Company will pay 100% of the insurance fees.

7.2    The Company provides for insurance to offset the economic effects of work-related and non-work-related accidents of the Employee. The insurance fees are to be fully paid by the Company. With regard to the details relating to waiting period, cover during the waiting period, insurance coverage, benefits and entitlement to claims, the relevant regulations of the insurance company (which are available at all times to the Employee) apply.

7.3    The Employee’s superior must be informed as soon as practicable (preferably via telephone) on the first day of the Employee’s absence for any reason. The Employee must keep the Company informed, including the anticipated date of return to work. If unable to work due to illness or accident exceeding five working days, the Employee is obliged to provide a medical certificate. The Company reserves the right to request a medical certificate or, at the Company's expense, a medical examination of the Employee by a physician, even if the Employee's absence from work is for less than five working days.

8.    PENSION

8.1    In accordance with the relevant federal statute (BVG), the Company will provide for the Employee's retirement, survivors, and disability insurance ("Pension Plan").

8.2    The details regarding the benefits of this insurance as well as the contributions to be paid by the Company and the Employee are set forth in the regulations of the pension scheme provider.

9.    DURATION AND TERMINATION OF EMPLOYMENT CONTRACT

9.1    This Employment Contract commenced on January 1, 2019. The validity of this Employment Contract is subject to the condition that the Employee holds at all times a valid work permit for Switzerland.

9.2    This Employment Contract is entered into for an indefinite period of time, but ends without notice at the end of the month in which the Employee reaches retirement age, as defined by Swiss law.

9.3    No probation period applies.

9.4    This Employment Contract may be terminated by the Company or the Employee by observing a notice period of two (2) months, such termination to become effective at the end of the calendar month after expiration of the notice period.

9.5    This Employment Contract can further be terminated with immediate effect for valid reasons pursuant to Article 337 CO.

9.6    The notice of termination shall be notified in writing or in any other text form (e.g., by e-mail, text message or the like).

9.7    In the event of termination by either Party, the Company shall be entitled to fully or partly put the Employee on leave of absence ("Garden Leave") for the remaining period of his employment with continuing payment of his contractual remuneration and to exclude the Employee from the premises of the Company. Unless otherwise agreed between the Parties, any remaining vacation entitlement at that time shall be credited to the period of leave of absence. During the Garden Leave, the obligations of the Employee, in particular under Clauses 2 and 10 through 13, remain in full effect. Further, during the Garden Leave, the Employee shall keep the Company reasonably informed of his whereabouts so that he may be called upon to provide any appropriate information and support as reasonably requested by the Company.

9.8    Under the conditions set forth below, the Employee shall be entitled to a severance payment. The Employee acknowledges that he is not entitled to any severance payment other than as specifically set forth below and that payment of the severance payment specified in Clause 9.8.1 below shall in any event exclude payment of the severance payment specified in Clause 9.8.2 below and vice versa.

9.8.1     If (i) the Company terminates the employment relationship without the Employee having given it any good cause to do so (within the meaning of Article 340c, para. 2 CO), or (ii) the Employee terminates the employment relationship for good cause attributable to the Company (within the meaning of Article 340c, para. 2 CO), and any such termination does not occur within the ninety (90) days prior to or twenty-four (24) months following the occurrence of a Change in Control (as defined in Clause 9.8.3 below), then the Company shall pay to the Employee, and Employee shall be entitled to receive, the following payments ("Severance Payment"), provided the Employee submits to the Company an irrevocable statement in a form and with contents acceptable to the Company and duly executed at the earliest thirty-two (32) days after the employment relationship has come to an end ("Termination Date"), confirming that the employment relationship has ended more than one month ago and

that the Employee has no claims against the Company or any of its affiliates other than the Severance Payment and those claims expressly mentioned in a termination agreement or comparable document that shall be executed by the Parties in connection with the termination of the employment relationship:

(a)    one (1) times the Annual Base Salary (gross), in accordance with Clause 4.1, as applicable at the time the notice of termination of the employment relationship is received by the relevant Party;

(b)    one (1) times the greater of (i) the cash bonus paid to the Employee in accordance with Clause 4.2 at a level of 90% of the Annual Base Salary in effect immediately prior to the Termination Date or (ii) the average of the cash bonus paid to the Employee for the three (3) full fiscal years ending immediately prior to the Termination Date (provided that if the Employee has received a cash bonus for a portion of a fiscal year, then the amount of such cash bonus shall be annualized solely for purposes of the determination with respect to the average of the cash bonus); and

(c)    a pro-rated cash bonus for the portion of the year in which the Employee was employed, calculated by (A) dividing the cash bonus amount (calculated in accordance with clause 9.8.1 (b)) by twelve (12), and (B) multiplying the resulting quotient by the number of the whole months that have elapsed between the end of the most recent fiscal year for which a cash bonus has been paid and the Termination Date.

The amounts referred to in para. (a) to (c) of this Clause 9.8.1, less the deductions due under Clause 4.3, are payable within sixty (60) days of the Termination Date, but in any event not before seven (7) days have passed since receipt by the Company of the Employee's irrevocable statement contemplated above.

9.8.2    If (i) the Company terminates the employment relationship without the Employee having given it any good cause to do so (within the meaning of Article 340c, para. 2 CO), or (ii) the Employee terminates the employment relationship for good cause attributable to the Company (within the meaning of Article 340c, para. 2 CO), and any such termination occurs within the ninety (90) days prior to or twenty-four (24) months following the occurrence of a Change in Control (as defined in Clause 9.8.3 below), then the Company shall pay to the Employee, and Employee shall be entitled to receive, the following payments ("Change in Control Severance Payment"), provided the Employee submits to the Company an irrevocable statement in a form

and with contents acceptable to the Company and duly executed at the earliest thirty-two (32) days after the Termination Date, confirming that the employment relationship has ended more than one month ago and that the Employee has no claims against the Company or any of its affiliates other than the Change in Control Severance Payment and those claims expressly mentioned in a termination agreement or comparable document that shall be executed by the Parties in connection with the termination of the employment relationship:

(a)    one and one-half (1.5) times the Annual Base Salary (gross), in accordance with Clause 4.1, as applicable at the time the notice of termination of the employment relationship is received by the relevant Party;

(b)    one and one-half (1.5) times the greater of (i) the cash bonus paid to the Employee in accordance with Clause 4.2 at a level of 90% of the Annual Base Salary in effect immediately prior to the Termination Date or (ii) the average of the cash bonus paid to the Employee for the three (3) full fiscal years ending immediately prior to the Termination Date (provided that if the Employee has received a cash bonus for a portion of a fiscal year, then the amount of such cash bonus shall be annualized solely for purposes of the determination with respect to the average of the cash bonus); and

(c)    a pro-rated cash bonus for the portion of the year in which the Employee was employed, calculated by (A) dividing the cash bonus amount (calculated in accordance with clause 9.8.2 (b)) by twelve (12), and (B) multiplying the resulting quotient by the number of the whole months that have elapsed between the end of the most recent fiscal year for which a cash bonus has been paid and the Termination Date.

The amounts referred to in para. (a) to (c) of this Clause 9.8.2, less the deductions due under Clause 4.3, are payable within sixty (60) days of the Termination Date, but in any event not before seven (7) days have passed since receipt by the Company of the Employee's irrevocable statement contemplated above. In the event that the Termination Date occurs prior to a Change in Control and the Employee has already commenced receiving payments and/or benefits under clause 9.8.1 prior to the Change in Control, then (i) the Employee will be entitled to the payments and benefits under this clause 9.8.2 in lieu of any additional payments or benefits under clause 9.8.1, but only to the extent an equivalent payment and/or benefit has not already been paid or provided pursuant to clause 9.8.1, and (ii) any payments that the Employee

would have otherwise been entitled to under this clause 9.8.2 that have not otherwise been paid to the Employee as of the Change in Control will be paid to the Employee in a lump sum within sixty (60) days following the occurrence of the Change in Control, but in any event not before seven (7) days have passed since receipt by the Company of the Employee's irrevocable statement contemplated above.

9.8.3    For purposes of this Clause 9.8, “Change in Control” means any of the following: (i) the consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of Royal Gold and its subsidiaries, taken as a whole, to any person or group (other than a person that, prior to such transaction or series of related transactions, is controlled directly or indirectly by Royal Gold), (ii) a transaction or a series of related transactions whereby any person or group (other than a person that, prior to such transaction or series of related transactions, is controlled directly or indirectly by Royal Gold) becomes the beneficial owner of more than fifty percent (50%) of the total voting power of the outstanding voting stock of Royal Gold, (iii) Royal Gold consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, Royal Gold (regardless of whether, in either case, Royal Gold is the surviving person), other than any such transaction in which the stockholders of Royal Gold before such transaction own directly or indirectly at least a majority of the voting power of the outstanding voting stock of the surviving person in such reorganization, merger, or consolidation transaction immediately after such transaction, (iv) during any period of two (2) consecutive years, members who at the beginning of such period constituted the Board shall have ceased for any reason to constitute a majority thereof, unless the election, or nomination for election, by Royal Gold’s equity holders of each director shall have been approved by the vote of at least a majority of the directors (A) then still in office and (B) either who were directors at the beginning of such period or whose election or nomination for election was previously so approved (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest), or (v) the stockholders of Royal Gold adopt a plan or proposal for the liquidation, winding up, or dissolution of Royal Gold. In addition, for purposes of this Clause 9.8, “person” and “group” shall have the meanings set forth in Sections 13(d) and 14(d)(2) of the United States Securities Exchange Act of 1934, as amended.

9.9    At the request of the Company, but in any event on the last working day at the latest, the Employee is obliged to leave with, and return to, the Company all documents,

notes, drafts, address files, letters and all other business data, irrespective of the data carrier. The Employee is not allowed to make or keep copies thereof. At the same time, he must also return all keys, access badges, mobile phone, laptop computer and all other property of the Company and Royal Gold. The Employee shall further leave with and return to the Company all access codes and data to the (electronic) systems used by him in connection with his employment relationship with the Company.

10.    CONFIDENTIALITY / DATA PROTECTION

10.1    The Employee undertakes to keep secret and not to reveal the existence and/or content of any facts, data, or other kinds of business information (such as information concerning business activities and practice, business relationships, research and development projects, production processes, financial standing, inquiries, communications, mandates, etc.) related to the Company or any of its affiliates, their clients and business partners which comes to his knowledge in the course of the performance of his work and is not generally known or accessible to third persons. The obligation of confidentiality includes, in particular, the names of clients/potential clients as well as manufacturing and business secrets.

10.2    The Employee acknowledges that he may, in the course of the performance of his work, have access to information which is protected by the federal statute on data protection (Datenschutzgesetzgebung), namely with respect to personal data concerning the Group Companies and their staff, their actual or potential clients and business partners. Such personal data is expressly covered by the duty of confidentiality referred to in Clause 10.1.

10.3    The Employee continues to be bound to secrecy as per Clauses 10.1 and 10.2 after termination of the Employment Contract.

10.4    The Employee acknowledges that any breach of the secrecy obligation as per Clause 10.1 and/or Clause 10.2 constitutes a serious breach of confidence and may give grounds for immediate termination of this Employment Contract by the Company

without advance notice as per Clause 9.5 as well as grounds for claims by the Company for damages and penal sanctions.

11.    REPRESENTATION AND WARRANTY

11.1    The Employee represents and warrants that he will not bring onto the premises of the Company and any affiliate of the Company or improperly use or disclose, in the course of his employment, any unpublished document, proprietary information or trade secrets of any former or concurrent employer or other person or entity, unless consented to in writing by such employer, person or entity.

12.    COMPETITION CLAUSE

12.1    During the employment relationship, the Employee shall not engage in any other employment, occupation, consulting or other business activity directly or indirectly related to the business in which a Group Company is now involved or becomes involved during the term of the employment relationship and the Employee shall not engage in any other business activities that conflict with his obligations to the Company.

12.2    The Employee shall not, during the employment relationship and for a further period of twelve (12) months following the Termination Date, directly or indirectly, for the Employee or others, own, manage, operate, control, be employed by (whether in an executive, managerial, supervisory, or other capacity), consult, or contract with, assist, or otherwise engage or participate in, or allow the Employee's skill, knowledge, experience, or reputation to be used in connection with the ownership, management, operation, or control of, any company or other business enterprise engaged in the business of creating, financing or acquiring, investing in, owning, and/or managing precious metals royalties, precious metals streams, and similar interests involving mineral properties, whether alone or in connection with any other business (collectively, the "Subject Business") within (1) the continents of North, Central and South America, Africa, Europe and/or Australia, (2) South Asia, or (3) any other location where the Employee's use or disclosure of confidential information or intellectual property (if done so in breach of the Employee's obligations under this Employment Contract, Company policy, or separate agreement entered into between the Parties) could materially disadvantage a Group Company regardless of the Employee's physical location (collectively, the "Subject Areas"); provided, however, that nothing in this Clause 12.2

shall prohibit the Employee from making passive investments as long as the Employee does not beneficially own (within the meaning of Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended) more than one percent (1%) of the equity interests of a business enterprise engaged in the Subject Business within any of the Subject Areas, which enterprise is listed on a national securities exchange or publicly traded on a nationally recognized over-the-counter market.

12.3    The Employee shall not, during the employment relationship and for a further period of twelve (12) months following the Termination Date, solicit, divert, or entice away the business of any current counterparty of a Group Company under any royalty, stream, or similar interest in mineral production, or any prospective counterparty for the same, which on the Termination Date is engaged in discussions or negotiations to enter into a business relationship with a Group Company, or otherwise disrupt any previously established relationship existing between such person or entity and a Group Company.

12.4    The Employee shall not, during the employment relationship and for a further period of twelve (12) months following the Termination Date, solicit, induce, influence, or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree, or any other person who has a business relationship with a Group Company, or who on the Termination Date is engaged in discussions or negotiations to enter into a business relationship with a Group Company, to discontinue or reduce or limit the extent of or refrain from entering into a relationship with a Group Company.

12.5    Without the consent of the Company, the Employee shall not, during the employment relationship and for a further period of twelve (12) months following the Termination Date, directly or indirectly (1) solicit, recruit, or hire, or attempt to solicit, recruit, or hire (whether as an employee or an independent contractor) any of the employees or consultants of a Group Company, or (2) otherwise disrupt such employee’s or consultant’s relationship with a Group Company.

12.6    The Employee acknowledges that (i) the compensation provided to the Employee during the term of the employment, including eligibility for equity awards under the equity incentive plans pursuant to Clause 4.2, (ii) the agreement to provide the Severance Payment or Change in Control Severance Payment to the Employee in connection with certain terminations of the Employee's employment, (iii) the specialized training and the confidential information and intellectual property disclosed to or learned by the Employee during the Employee's employment with the Company, and (iv) the fact that the Employee has gained insight into the clientele and/or manufacturing and/or

business secrets of the Company and other Group Companies during his employment and the use of this knowledge could cause significant damage to the Company and other Group Companies, give rise to the Company's interest in restraining the Employee from competing with the Company and other Group Companies in the manner described in this Clause 12, that the non-competition and non-solicitation covenants in this Clause 12 are designed to enforce such considerations, that the business of the Company and the other Group Companies is worldwide in the scope, and that any limitations as to time, geographic scope, and scope of activity to be restrained as set forth in Clause 12 of this Employment Contract are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other assets and business interests of the Company and other Group Companies. In each and any case of breach of the contractual duties as set forth in this Clause 12, the Employee shall pay the Company a penalty of CHF 100,000. The payment of the penalty does not relieve the Employee from performing his contractual duties. The Company is, in addition, entitled to be indemnified in full for any damage resulting from the Employee's non-compliance with his contractual duties. Moreover, the Company is also entitled to seek injunctive relief to enforce the Employee's compliance with his contractual duties (Article 340b (3) CO).

12.7    The provisions of this Clause 12 shall survive the termination or expiration of this Employment Contract.

13.    INTELLECTUAL PROPERTY RIGHTS

13.1    The Employee hereby assigns to the Company to the fullest extent permitted by law, throughout the world and for the entire term of protection, all copyrights (including all rights in software and databases) and neighboring rights in the works created by the Employee, alone or with others, within and outside his contractual duties, while performing his employment activity for the Company. If and to the extent that an assignment of any of such rights is not permitted under applicable law, the Employee agrees not to assert them and authorizes the Company to exercise such rights on his behalf. In particular, the Company shall have the unrestricted right to exercise the author's moral rights in the works, including without limitation the right to alter the

works, create derivative works and to determine whether, when, how and under what name the works shall be published.

13.2    All inventions, patents and designs generated by the Employee, alone or with others, while performing his employment activity for the Company and within his contractual duties, belong to the Company, regardless of whether or not they are protectable.

13.3    All inventions, patents and designs which are generated by the Employee, alone or with others, while performing his employment activity for the Company but outside the performance of his contractual duties, shall also belong to the Company. If the Employee makes any such invention/design, he shall promptly inform the Company thereof in writing. The Company shall inform the Employee in writing within six (6) months from receipt of the written notification whether or not it wishes to acquire the invention/design. If the Company declares that it wishes to acquire such invention/design, the Employee shall be entitled to an appropriate special compensation, which shall be assessed in accordance with Article 332(4) CO.

13.4    All tangible and/or intangible work (including without limitation all documents, drawings, samples, know-how, trade secrets, concepts and ideas) and any intellectual property rights therein, which are generated by the Employee, alone or with others, within and outside his contractual duties while performing his employment activity for the Company, shall belong to the Company.

13.5    Save for the special compensation according to Article 332(4) CO, the Employee shall not be entitled to any compensation for the rights granted to the Company under this Clause 13 in addition to the salary agreed between the Parties.

13.6    The provisions of this Clause 13 shall survive the termination or expiration of this Employment Contract.

14.    ADDITIONAL CLAUSES

14.1    The Employee hereby warrants that by virtue of entering into this Employment Contract he will not be in breach of any express or implied terms of any court order, contract or of any other obligation legally binding upon him (in particular any obligations owed to his former employer).

14.2    This Employment Contract amends and restates the Employment Contract entered into effective January 1, 2019 between the Parties and contains the entire agreement with

respect to the employment relationship between the Company and the Employee and replaces any previous commitments or arrangements between the Parties, whether in written form or orally, with regard to the subject matter.

14.3    Any modifications and amendments to this Employment Contract are valid only if made in writing and signed by both Parties, except for salary increases, which may be granted unilaterally by the Company.

14.4    The following document referred to in this Employment Contract is, in its updated version, an integral part hereof:

(i)    Job Description Schedule 1.2

14.5    Should any clause of this Employment Contract be in conflict with a mandatory legal provision, the proper legal provision that comes closest to the Parties' original intent shall apply. The validity of all other Clauses of this Employment Contract shall not be affected thereby.

14.6    The Employee acknowledges that his personal data (in particular, date of birth, address, marital status, professional education) as well as his data regarding place of work, job description, salary and related information, pension plan and social security data and vacation time will be maintained and processed abroad. The Employee authorizes the Company to transfer and process this data abroad, in particular to and in the central database of Royal Gold which is currently located in Denver, Colorado, United States. This data will be treated confidentially, its only purpose being for internal documentation and information within Royal Gold. The Company and Royal Gold have taken appropriate steps to ensure that the information relating to the Employee has and will have the same protection in the United States and other countries outside Switzerland as such information would have within Switzerland. The Employee has the right to inspect the personal data collected by the Company or the Group Companies and to request that any incorrect or obsolete data be corrected or updated.

15.    APPLICABLE LAW AND JURISDICTION

15.1    This Employment Contract shall be governed by and construed in accordance with, the substantive laws of Switzerland.

15.2    All disputes arising out of and/or in connection with this contract, including with respect to its conclusion, validity and enforceability, shall be subject to the jurisdiction of the

competent courts determined in accordance with the Swiss Civil Procedure Code (“Schweizerische Zivilprozessordnung, ZPO”).

RGLD GOLD AG

/s/ Paul Libner

Name: Paul Libner

Function: Vice Chairman

Luzern, Switzerland / 16 April 2025

/s/ Martin Weber

Name: Martin Weber

Function: Director

Luzern, Switzerland / 16 April 2025

DANIEL BREEZE

/s/ Daniel Breeze

Daniel Breeze

Luzern, Switzerland / 16 April 2025

Schedule 1.2

Job Description

Reporting to the Chairman of the Company, the Senior Vice President Corporate Development will be responsible for managing and directing the activities focused on the continued growth of the organization by identifying, evaluating, recommending, and negotiating value-added new business opportunities. As the senior member of the global business development team, the Senior Vice President Corporate Development will lead and coordinate worldwide business development functions.

Specifically, the Senior Vice President Corporate Development will also be responsible for:

•Managing and leading global business development efforts to ensure a collaborative, motivated, effective and highly credible international team.

•Developing business opportunities resulting in accretive growth:

o    Identify, monitor, organize, prioritize and pursue new business opportunities, thinking creatively and innovatively, and act on own ideas without significant direction,

o    Evaluate such opportunities individually when appropriate or in a team setting when necessary,

o    Manage the negotiation, structuring, financing, due diligence and execution of transactions, and

o    Manage funding period commitments and rights of the company and monitor commitments and obligations of the counterparty to ensure successful project completion.

•Refining the growth strategy and creating new products in conjunction with the officers and Boards of Directors of the Company and Royal Gold.

•Enhancing strategies and processes in identifying and acting on transactions to facilitate fast, competitive, thorough, efficient and effective decision making.

•Tracking competitor activities.

•Traveling as necessary to build and sustain effective relationships and alliances while honoring the highest level of ethics, both internally and externally.

•Delivering regular reports and presentations on opportunities and transactions to the officers and Boards of Directors of the Company and Royal Gold.

•Ensuring compliance with policies and procedures, ethical practices, government agencies’ guidelines and accrediting organizations’ criteria. Keeping abreast of changes in law, regulations and policies and procedures.

•Managing the Company’s Luzern office.

•Supporting the broader organization when needed, including but not limited to participating in marketing, presentations, and potentially spokesperson responsibilities when requested.

RGLD-2025.12.31-Ex 10.17 Restricted Stock Agreement - Employees Exhibit 10.17

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

RESTRICTED STOCK

SUMMARY OF AWARD

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award for the number of shares of Common Stock set forth below (the “Shares”) that may vest based

on the conditions set forth below. The Shares granted pursuant to this Agreement that have not yet vested

are referred to as “Restricted Stock.” The Restricted Stock is subject in all respects to the terms and

conditions set forth herein, in the Restricted Stock Award Agreement attached hereto as Exhibit A (the

“Award Agreement”), and in the Plan, each of which is incorporated herein by reference and made a part

hereof. Unless otherwise defined herein or in Exhibit B hereto, capitalized terms used in this Restricted

Stock Summary of Award (the “Summary of Award”) and the Award Agreement will have the meanings

set forth in the Plan.

Participant
Grant Date
Number of Shares Awarded
Vesting Schedule	The Restricted Stock will vest [in three (3) equal annual<br><br>installments beginning on the first anniversary of the<br><br>Grant Date] [or alternative vesting schedule] (each, a<br><br>“Vesting Date”).<br><br>The Board, in its sole discretion, has the authority to<br><br>make any determinations as to whether the conditions of<br><br>this Summary of Award and the Award Agreement have<br><br>been met.
Termination of Service and Forfeiture	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit all unvested Restricted Stock as<br><br>of the Termination Date.

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Vesting Upon Termination after Long-Term<br><br>Service or Upon Retirement	If the Participant’s Service is terminated by the<br><br>Company or its Affiliates other than for Cause after the<br><br>Participant has provided at least fifteen (15) years of<br><br>Service, then all Restricted Stock will vest in full upon<br><br>the Termination Date.<br><br>If the Participant’s Service is terminated due to the<br><br>Participant’s Retirement, a number of shares of<br><br>Restricted Stock will vest upon the Termination Date,<br><br>equal to (a) the number of shares of Restricted Stock<br><br>that would have otherwise vested on the next scheduled<br><br>Vesting Date, multiplied by (b) a fraction with (i) a<br><br>numerator equal to the number of completed calendar<br><br>months (rounded down to the nearest whole month) that<br><br>have elapsed between the most recent Vesting Date (or<br><br>if no vesting has occurred, since the Grant Date) and the<br><br>date the Participant’s Service is terminated due to the<br><br>Participant’s Retirement, and (ii) a denominator equal to<br><br>the number of calendar months between the most recent<br><br>Vesting Date (or if no vesting has occurred, since the<br><br>Grant Date) and the next scheduled Vesting Date, with<br><br>the result rounded down to the nearest whole share.
Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control	If the Participant incurs an Involuntary Termination<br><br>within the Change in Control Protection Period, then all<br><br>outstanding Restricted Stock, if any, shall vest in full<br><br>upon the Termination Date or if the Termination Date is<br><br>prior to the consummation of a Change in Control, then<br><br>all outstanding Restricted Stock, if any, shall vest in full<br><br>upon the date of the consummation of the Change in<br><br>Control.
Delivery of Shares	To enforce the restrictions in this Summary of Award<br><br>and the Award Agreement, Restricted Stock shall be<br><br>held in electronic or other book-entry form in an<br><br>account with the Company, its transfer agent, or other<br><br>designee until the restrictions have lapsed or the Award<br><br>Agreement is no longer in effect.<br><br>When the Restricted Stock vests, the Company will<br><br>update its books and records to reflect the applicable<br><br>number of Shares free of the restrictions under this<br><br>Summary of Award and the Award Agreement.  In no<br><br>event will any fractional shares of Restricted Stock vest,<br><br>with the number of vested Shares rounded down to the<br><br>next whole share to the extent necessary.<br><br>The obligation of the Company to release to the<br><br>Participant vested Shares shall be subject to all<br><br>applicable laws, rules, and regulations and such<br><br>approvals by governmental agencies as may be deemed<br><br>appropriate by the Board, including such actions as<br><br>Company counsel shall deem necessary or appropriate,<br><br>to comply with relevant securities laws and regulations.

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Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

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EXHIBIT A

ROYAL GOLD, INC.

RESTRICTED STOCK AWARD AGREEMENT

(Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Restricted Stock<br><br>Grant	Subject to the terms and conditions set forth in this Award Agreement, the<br><br>Summary of Award and in the Plan, the Company hereby grants the Participant<br><br>the number of shares of Restricted Stock set forth in the Summary of Award.
Non-<br><br>Transferability	Until vested pursuant to the Summary of Award and this Award Agreement, the<br><br>Restricted Stock (a) is subject to forfeiture, (b) may not be sold, transferred,<br><br>assigned, pledged, or otherwise encumbered or disposed of, whether by operation<br><br>of law or otherwise, and (c) may not be made subject to execution, attachment, or<br><br>similar process.  Any attempt to sell, transfer, assign, pledge or otherwise<br><br>encumber or dispose of Restricted Stock contrary to the provisions hereof, and the<br><br>levy of any execution, attachment or similar process upon Restricted Stock, shall<br><br>be null, void and without effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to Restricted Stock, and, in the event of a Change in Control or<br><br>Reorganization Event, the Board may take such actions as it deems appropriate<br><br>pursuant to the Plan.
Leave of Absence	The impact of any leave of absence on the Participant’s Service for purposes of this<br><br>Award Agreement will be determined in accordance with the Company’s policies<br><br>and procedures and applicable laws.

5

Taxes

All obligations of the Company under this Award Agreement shall be subject to<br><br>the rights of the Company as set forth in the Plan to withhold amounts required to<br><br>be withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to Restricted Stock.  Unless otherwise determined by the<br><br>Board, on any vesting of any Restricted Stock the Company will withhold Shares<br><br>therefrom to cover the applicable Taxes due from the Participant required by law<br><br>to be withheld, collected or accounted for with respect to such vesting.  To the<br><br>extent not withheld in accordance with the immediately preceding sentence or to<br><br>the extent the number of Shares withheld is not sufficient to cover the obligation<br><br>for Taxes, the Participant shall be required to pay to the Company, or make other<br><br>arrangements satisfactory to the Company to provide for the payment of, any<br><br>Taxes required to be withheld, collected or accounted for with respect to the<br><br>vesting of the Restricted Stock.

Section 83(b)<br><br>Election

The Participant acknowledges that, if applicable, the Participant may file with the<br><br>Internal Revenue Service, within thirty (30) days of the Grant Date, an irrevocable<br><br>election pursuant to Code Section 83(b) to be taxed as of the Grant Date on the<br><br>amount by which the Grant Date Fair Market Value exceeds the amount paid for<br><br>the Restricted Stock, if any.  If the Participant chooses to file an election under<br><br>Code Section 83(b), the Participant agrees to promptly deliver a copy of the<br><br>election to the Company.<br><br>If the Participant makes a timely election under Code Section 83(b), any dividends<br><br>paid on Restricted Stock before vesting generally will be treated as dividend<br><br>income to the Participant for U.S. federal tax purposes. If the Participant does not<br><br>make a timely Code Section 83(b) election, any dividends paid on unvested<br><br>Restricted Stock generally will be treated as compensation income to the<br><br>Participant, subject to applicable income tax and employment tax withholding, and<br><br>the Company may withhold such taxes from the dividend payment, other cash<br><br>compensation, or require the Participant to promptly remit the required amounts.<br><br>The Participant has reviewed with the Participant’s own tax advisors the federal,<br><br>state, local and foreign tax consequences of this investment and the transactions<br><br>contemplated by this Award Agreement.  The Participant is relying solely on such<br><br>advisors and not on any statements or representations of the Company or any of its<br><br>agents.  The Participant understands that the Participant (and not the Company)<br><br>shall be responsible for the Participant’s own tax liability that may arise as a result<br><br>of this investment or the transactions contemplated by this Award Agreement.<br><br>THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S<br><br>SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE<br><br>THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT<br><br>REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS<br><br>FILING ON THE PARTICIPANT’S BEHALF.

6

No Right to<br><br>Continued Service

None of the Restricted Stock, the Summary of Award or this Award Agreement<br><br>gives the Participant the right to continued Service in any capacity.  The Company<br><br>(and any parent, Subsidiaries, or Affiliates) reserves the right to terminate the<br><br>Participant’s Service at any time and for any reason not prohibited by law.

Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation

In accepting the grant of Restricted Stock as specified in the Summary of Award<br><br>and this Award Agreement, the Participant acknowledges the following:<br><br>•The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>•The grant of Restricted Stock is voluntary and occasional and does not<br><br>create any contractual or other right to receive future grants of awards, or<br><br>benefits in lieu of awards, even if awards have been granted repeatedly in<br><br>the past.<br><br>•All decisions with respect to future awards of Restricted Stock or other<br><br>awards, if any, will be at the sole discretion of the Board.<br><br>•The Participant is voluntarily participating in the Plan.<br><br>•The value of the Shares is an extraordinary item of compensation outside<br><br>the scope of the Participant’s Service Provider Agreement, if any.<br><br>•The Shares are not part of the Participant’s normal or expected<br><br>compensation or salary for any purpose, including, but not limited to,<br><br>calculating any severance, resignation, termination, redundancy, end of<br><br>service payments, bonuses, long-service awards, pension or retirement<br><br>benefits, welfare benefits or similar payments.<br><br>•The Shares are not intended to replace any pension rights or<br><br>compensation.<br><br>•In the event that the Participant’s employer is not the Company, the grant<br><br>of Restricted Stock will not be interpreted to form an employment contract<br><br>or relationship with the Company and, furthermore, the grant of Restricted<br><br>Stock will not be interpreted to form an employment or services contract<br><br>with the Participant’s employer or any affiliate.<br><br>•The future value of the Shares is unknown and cannot be predicted with<br><br>certainty.  As applicable, the Participant understands that the Company is<br><br>not responsible for any foreign exchange fluctuation between the United<br><br>States Dollar and the Participant’s local currency that may affect the value<br><br>of the Shares.<br><br>•In consideration of the grant of Restricted Stock, no claim or entitlement<br><br>to compensation or damages shall arise from termination of the Restricted<br><br>Stock or diminution in value of the Shares from termination of the<br><br>Participant’s Service by the Company or the Participant’s employer, as<br><br>applicable (and for any reason whatsoever and whether or not in breach of<br><br>contract or local labor laws), and the Participant irrevocably releases the<br><br>Participant’s employer, the Company and its Affiliates, as applicable,<br><br>from any such claim that may arise; if, notwithstanding the foregoing, any<br><br>such claim is found by a court of competent jurisdiction to have arisen,<br><br>then, by signing this Award Agreement, the Participant shall be deemed to<br><br>have irrevocably waived the Participant’s entitlement to pursue such<br><br>claim.

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Stockholder<br><br>Rights; Dividends	The Participant has the right to vote the Restricted Stock and the right to receive<br><br>any cash dividend payments or distributions declared or paid with respect to the<br><br>Restricted Stock.  Notwithstanding Section 7(c) of the Plan, these cash dividend<br><br>payments or distributions will be paid to the Participant under the same terms as<br><br>they are paid to other stockholders and will not be held in escrow or book-entry<br><br>form.  Any stock dividends or distributions on Restricted Stock as a result of any<br><br>stock split, stock dividend, combination of stock, or other similar transaction will<br><br>be held in electronic or other book-entry form and will be subject to the same<br><br>vesting conditions and restrictions as applicable to the underlying Restricted Stock.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any<br><br>successors or assigns of the Company and to the Company’s parents and Affiliates.<br><br>This Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.
Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.
The Plan	The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the<br><br>Plan.  The Summary of Award, this Award Agreement and the Plan constitute the<br><br>entire understanding between the Participant and the Company regarding<br><br>Restricted Stock.  Any prior agreements, commitments, or negotiations concerning<br><br>the Restricted Stock are superseded.<br><br>This Restricted Stock grant is subject to the provisions of the Plan and to<br><br>interpretations, regulations and determinations concerning the Plan established<br><br>from time to time by the Board in accordance with the provisions of the Plan,<br><br>including, but not limited to, provisions pertaining to (a) rights and obligations<br><br>with respect to Taxes, (b) the registration, qualification or listing of the Shares, (c)<br><br>changes in capitalization of the Company, and (d) other requirements of applicable<br><br>law.  The Board shall have the authority to interpret and construe the grant<br><br>pursuant to the terms of the Plan, and its decisions shall be conclusive as to any<br><br>questions arising hereunder.
Data Privacy	The Participant hereby explicitly and unambiguously consents to the collection,<br><br>use and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Participant’s<br><br>employer, the Company and its Affiliates for the exclusive purpose of<br><br>implementing, administering and managing the Participant’s participation in the<br><br>Plan.<br><br>The Participant understands that the Participant’s employer, the Company and its<br><br>Affiliates, as applicable, hold certain personal information about the Participant<br><br>regarding the Participant’s Service, the nature and amount of the Participant’s<br><br>compensation and the facts and conditions of the Participant’s participation in the<br><br>Plan, including, but not limited to, the Participant’s name, home address,<br><br>telephone number and email address, date of birth, social security or insurance<br><br>number or other identification number, salary, nationality, job title, any shares of<br><br>stock or directorships held in the Company and its Affiliates, details of all awards<br><br>or any other entitlement to shares of stock awarded, canceled, exercised, vested,<br><br>unvested or outstanding in the Participant’s favor, for the purpose of<br><br>implementing, administering and managing the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data<br><br>by contacting the Participant’s local human resources representative.  The<br><br>Participant authorizes the recipients to receive, possess, use, retain and transfer the<br><br>Data, in electronic or other form, for the purposes of implementing, administering<br><br>and managing the Participant’s participation in the Plan, including any requisite<br><br>transfer of such Data as may be required to a broker or other third party.  The<br><br>Participant understands that the Data will be held only as long as is necessary to<br><br>implement, administer and manage Participant’s participation in the Plan.  The<br><br>Participant understands that the Participant may, at any time, view the Data,<br><br>request additional information about the storage and processing of the Data,<br><br>require any necessary amendments to the Data or refuse or withdraw the consents<br><br>herein, in any case without cost, by contacting in writing the Participant’s local<br><br>human resources representative.  The Participant understands, however, that<br><br>refusing or withdrawing the Participant’s consent may affect the Participant’s<br><br>ability to participate in the Plan.  For more information on the consequences of<br><br>refusal to consent or withdrawal of consent, the Participant understands that the<br><br>Participant may contact the Participant’s local human resources representative.

8

EXHIBIT B

Definitions

“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.

“Cause” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Cause” at the applicable time of determination, “Cause”

shall be as defined therein.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, “Cause” means

circumstances that would entitle RGLD Gold AG to terminate the Participant’s employment with

immediate effect for valid reasons pursuant to Article 337 of the Swiss Code of Obligations (or

any successor provision).

oIf the Participant is not party to a Service Provider Agreement, with respect to the Participant and

as determined by the Board, the Participant’s (a) gross negligence or willful misconduct in

connection with the performance of duties; (b) conviction of, or pleading guilty or nolo

contendere to, a criminal offense (other than minor offenses); or (c) material breach of any term

of any employment, consulting or other services, confidentiality, intellectual property, or non-

competition agreements, if any, between the Participant and the Company or an Affiliate.  Any

determination by the Board regarding whether an event constituting Cause has occurred shall be

final, binding, and conclusive.

“Change in Control Protection Period” means the period beginning ninety (90) days prior to and

ending two (2) years after the occurrence of a Change in Control.

“Involuntary Termination” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation, (a) the Participant’s Service is terminated by the Company without “Cause” (as

defined in such agreement) during the term of such agreement, or (b) the Participant resigns from

Service for “Good Reason” (as defined in such agreement) during the term of the Service

Provider Agreement.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, an “Involuntary

Termination” means the Participant’s Service or the Service Provider Agreement is terminated

without a reason justifying termination with immediate effect pursuant to the Participant’s

employment contract.

oIf the Participant is not party to a Service Provider Agreement, an “Involuntary Termination”

means a termination of the Participant’s Service by reason of (a) involuntary termination by the

Company for reasons other than Cause, or (b) the Participant’s resignation from the Company

following the first occurrence of the following: (1) a material diminution of the Participant’s base

compensation, (2) a material diminution in the Participant’s authority or responsibilities, or

(3) receipt of notice that the Company or its Affiliate employing the Participant will materially

change the geographic location at which the Participant provides services to the Company, such

that the office of the Company or its Affiliate serving as the Participant’s principal place of

employment will be relocated more than fifty (50) miles distant from the office of the Company

or its Affiliate serving as the Participant’s then-current principal place of employment

immediately prior to such relocation; provided in each case that the Participant has provided

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written notice to the Company within forty (40) days of the initial occurrence, the Company has

had at least forty (40) days from the date on which such notice is received to cure such

circumstances and, if the Company has not cured such circumstances during that time, the

Participant resigns within ten (10) days of the expiration of the cure period.

“Retirement” means the Participant’s voluntary termination of Service either (a) on or after reaching

sixty-two (62) years of age, or (b) on or after reaching fifty-five (55) years of age after the Participant

has provided at least fifteen (15) years of Service.

“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that such entity

could be considered as a subsidiary according to generally accepted accounting principles in the

United States of America.

“Termination Date” means the date that a Participant ceases to provide Services.

RGLD-2025.12.31-Ex 10.18 RSU Agreement - Employees Exhibit 10.18

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

RESTRICTED STOCK UNITS

SUMMARY OF AWARD

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award representing the number of restricted stock units set forth below that may vest based on the

conditions set forth below (the “RSUs”).  The RSUs are subject in all respects to the terms and conditions

set forth herein, in the RSU Award Agreement attached hereto as Exhibit A (the “Award Agreement”),

and in the Plan, each of which is incorporated herein by reference and made a part hereof.  Unless

otherwise defined herein or in Exhibit B hereto, capitalized terms used in this RSU Summary of Award

(the “Summary of Award”) and the Award Agreement will have the meanings set forth in the Plan.

Participant
Grant Date
Number of RSUs Awarded
Vesting Schedule	The RSUs will vest [in three (3) equal annual<br><br>installments beginning on the first anniversary of the<br><br>Grant Date] [or alternative vesting schedule] (each, a<br><br>“Vesting Date”).<br><br>The Board, in its sole discretion, has the authority to<br><br>make any determinations as to whether the conditions of<br><br>this Summary of Award and the Award Agreement have<br><br>been met.
Termination of Service and Forfeiture	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit all unvested RSUs as of the<br><br>Termination Date.

2

Vesting Upon Termination after Long-Term<br><br>Service or Upon Retirement

If the Participant’s Service is terminated by the<br><br>Company or its Affiliates other than for Cause after the<br><br>Participant has provided at least fifteen (15) years of<br><br>Service, then all RSUs will vest in full upon the<br><br>Termination Date.<br><br>If the Participant’s Service is terminated due to the<br><br>Participant’s Retirement, a number of RSUs will vest<br><br>upon the Termination Date, equal to (a) the number of<br><br>RSUs that would have otherwise vested on the next<br><br>scheduled Vesting Date, multiplied by (b) a fraction<br><br>with (i) a numerator equal to the number of completed<br><br>calendar months (rounded down to the nearest whole<br><br>month) that have elapsed between the most recent<br><br>Vesting Date (or if no vesting has occurred, since the<br><br>Grant Date) and the date the Participant’s Service is<br><br>terminated due to the Participant’s Retirement, and (ii) a<br><br>denominator equal to the number of calendar months<br><br>between the most recent Vesting Date (or if no vesting<br><br>has occurred, since the Grant Date) and the next<br><br>scheduled Vesting Date, with the result rounded down<br><br>to the nearest whole share.

Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control

If the Participant incurs an Involuntary Termination<br><br>within the Change in Control Protection Period, then all<br><br>outstanding RSUs, if any, shall vest in full upon the<br><br>Termination Date or if the Termination Date is prior to<br><br>the consummation of a Change in Control, then all<br><br>outstanding RSUs, if any, shall vest in full upon the<br><br>date of the consummation of the Change in Control.

3

Termination of Service and/or Forfeiture<br><br>(for Canadian Employees only)

This Summary of Award and the Agreement, and the<br><br>terms of the Plan incorporated by reference herein, shall<br><br>be construed such that (i) all references to termination<br><br>of Service, for any reason, shall be deemed to include<br><br>the minimum notice of termination period (if any) as<br><br>required by applicable labor or employment standards<br><br>legislation, as amended from time to time, and shall<br><br>exclude any additional notice of termination period to<br><br>which the Participant may be entitled to under contract<br><br>or at common law; and (ii) any termination date shall be<br><br>deemed to be the date immediately following the end of<br><br>the minimum notice of termination period (if any)<br><br>required by the applicable minimum employment or<br><br>labor standards legislation, as amended from time to<br><br>time, and shall exclude any additional notice of<br><br>termination period to which the Participant may be<br><br>entitled under contract or at common law.

Delivery of Shares

The Participant will receive a payment with respect to<br><br>the RSUs that vest pursuant to this Summary of Award<br><br>and the Award Agreement, if any, within sixty (60) days<br><br>following the Vesting Date (or other applicable vesting<br><br>event) (the “Payment Date”); provided, however, that<br><br>such payment will be made not later than March 15 of<br><br>the fiscal year following the year in which the Vesting<br><br>Date occurs.  Payment will be made with respect to the<br><br>RSUs on the Payment Date in shares of Common Stock,<br><br>with each vested RSU equivalent to one share of<br><br>Common Stock.  Any RSUs not vested will be forfeited.<br><br>In no event will any fractional shares be issued.  Except<br><br>as otherwise provided in this Summary of Award or the<br><br>Award Agreement, the Participant must be providing<br><br>Services on the Vesting Date in order to become vested<br><br>in the RSUs, unless the Board determines otherwise.<br><br>The obligation of the Company to release to the<br><br>Participant vested shares of Common Stock shall be<br><br>subject to all applicable laws, rules, and regulations and<br><br>such approvals by governmental agencies as may be<br><br>deemed appropriate by the Board, including such<br><br>actions as Company counsel shall deem necessary or<br><br>appropriate, to comply with relevant securities laws and<br><br>regulations.

Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

4

EXHIBIT A

ROYAL GOLD, INC.

RSU AWARD AGREEMENT

(Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Grant of RSUs	Subject to the terms and conditions set forth in this Award Agreement, the<br><br>Summary of Award and in the Plan, the Company hereby grants the Participant<br><br>the number of RSUs set forth in the Summary of Award.
Non-<br><br>Transferability	Until vested and shares of Common Stock are delivered pursuant to the Summary<br><br>of Award and this Award Agreement, the RSUs (a) are subject to forfeiture,<br><br>(b) may not be sold, transferred, assigned, pledged, or otherwise encumbered or<br><br>disposed of, whether by operation of law or otherwise, and (c) may not be made<br><br>subject to execution, attachment, or similar process.  Any attempt to sell, transfer,<br><br>assign, pledge or otherwise encumber or dispose of the RSUs contrary to the<br><br>provisions hereof, and the levy of any execution, attachment or similar process<br><br>upon the RSUs, shall be null, void and without effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to the RSUs, and, in the event of a Change in Control or<br><br>Reorganization Event, the Board may take such actions as it deems appropriate<br><br>pursuant to the Plan.
Leave of Absence	The impact of any leave of absence on the Participant’s Service for purposes of this<br><br>Award Agreement will be determined in accordance with the Company’s policies<br><br>and procedures and applicable laws.
Taxes	All obligations of the Company under this Award Agreement shall be subject to<br><br>the rights of the Company as set forth in the Plan to withhold amounts required to<br><br>be withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to RSUs.  Unless otherwise determined by the Board, on any<br><br>vesting of any RSUs the Company will withhold shares of Common Stock<br><br>therefrom to cover the applicable Taxes due from the Participant required by law<br><br>to be withheld, collected or accounted for with respect to such vesting.  To the<br><br>extent not withheld in accordance with the immediately preceding sentence or to<br><br>the extent the number of shares of Common Stock withheld is not sufficient to<br><br>cover the obligation for Taxes, the Participant shall be required to pay to the<br><br>Company, or make other arrangements satisfactory to the Company to provide for<br><br>the payment of, any Taxes required to be withheld, collected or accounted for with<br><br>respect to the vesting of the RSUs.<br><br>The Participant acknowledges that regardless of any action the Company (or any<br><br>of its Affiliates employing or retaining the Participant) takes with respect to any or<br><br>all Taxes, the ultimate liability for all Taxes legally due by the Participant is and<br><br>remains the Participant’s responsibility and that the Company (and its Affiliates)<br><br>(i) makes no representations or undertakings regarding the treatment of any Taxes<br><br>in connection with any aspect of the RSUs, including the grant, vesting or delivery<br><br>of the RSUs, and the subsequent sale of any shares of Common Stock delivered<br><br>upon vesting of the RSUs; and (ii) does not commit to structure the terms of the<br><br>grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability<br><br>for Taxes.  Further, if the Participant is subject to taxation in more than one<br><br>jurisdiction between the Grant Date and the date of any relevant taxable or tax<br><br>withholding event in respect of the RSUs, as applicable, the Participant<br><br>acknowledges that the Company and/or the Participant’s employer (or former<br><br>employer, as applicable) may be required to withhold, collect or account for Taxes<br><br>in more than one jurisdiction.

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No Right to<br><br>Continued Service	None of the RSUs, the Summary of Award or this Award Agreement gives the<br><br>Participant the right to continued Service in any capacity.  The Company (and any<br><br>parent, Subsidiaries, or Affiliates) reserves the right to terminate the Participant’s<br><br>Service at any time and for any reason not prohibited by law.
Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation	In accepting the grant of RSUs as specified in the Summary of Award and this<br><br>Award Agreement, the Participant acknowledges the following:<br><br>The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>The grant of the RSUs is voluntary and occasional and does not create any<br><br>contractual or other right to receive future grants of awards, or benefits in<br><br>lieu of awards, even if awards have been granted repeatedly in the past.<br><br>All decisions with respect to future awards of RSUs or other awards, if any,<br><br>will be at the sole discretion of the Board.<br><br>The Participant is voluntarily participating in the Plan.<br><br>The value of any shares of Common Stock underlying the RSUs is an<br><br>extraordinary item of compensation outside the scope of the Participant’s<br><br>Service Provider Agreement, if any.<br><br>The RSUs and the underlying shares of Common Stock are not part of the<br><br>Participant’s normal or expected compensation or salary for any purpose,<br><br>including, but not limited to, calculating any severance, resignation,<br><br>termination, redundancy, end of service payments, bonuses, long-service<br><br>awards, pension or retirement benefits, welfare benefits or similar<br><br>payments.
Stockholder<br><br>Rights; Dividends	The Participant has no rights as a stockholder of the Company unless and until the<br><br>shares of Common Stock relating to vested RSUs have been issued.  The<br><br>Participant will, however, as of each dividend record date for Common Stock<br><br>occurring on or after the Grant Date and prior to the date the shares of Common<br><br>Stock underlying the RSUs are issued (or, if applicable, the date of forfeiture of<br><br>the RSUs), be entitled to receive an amount equal to the dividend that the<br><br>Participant would have been entitled to receive had the Participant held the<br><br>number of shares of Common Stock underlying the RSUs on that record date,<br><br>payable on the date of payment of the applicable dividend.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any<br><br>successors or assigns of the Company and to the Company’s parents and Affiliates.<br><br>This Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.

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Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.
The Plan	The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the<br><br>Plan.  The Summary of Award, this Award Agreement and the Plan constitute the<br><br>entire understanding between the Participant and the Company regarding the<br><br>RSUs.  Any prior agreements, commitments, or negotiations concerning the RSUs<br><br>are superseded.<br><br>This grant of RSUs is subject to the provisions of the Plan and to interpretations,<br><br>regulations and determinations concerning the Plan established from time to time<br><br>by the Board in accordance with the provisions of the Plan, including, but not<br><br>limited to, provisions pertaining to (a) rights and obligations with respect to Taxes,<br><br>(b) the registration, qualification or listing of the shares of Company Stock<br><br>underlying the RSUs, (c) changes in capitalization of the Company, and (d) other<br><br>requirements of applicable law.  The Board shall have the authority to interpret<br><br>and construe the grant pursuant to the terms of the Plan, and its decisions shall be<br><br>conclusive as to any questions arising hereunder.
Data Privacy	The Participant hereby explicitly and unambiguously consents to the collection,<br><br>use and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Participant’s<br><br>employer, the Company and its Affiliates for the exclusive purpose of<br><br>implementing, administering and managing the Participant’s participation in the<br><br>Plan.<br><br>The Participant understands that the Participant’s employer, the Company and its<br><br>Affiliates, as applicable, hold certain personal information about the Participant<br><br>regarding the Participant’s Service, the nature and amount of the Participant’s<br><br>compensation and the facts and conditions of the Participant’s participation in the<br><br>Plan, including, but not limited to, the Participant’s name, home address,<br><br>telephone number and email address, date of birth, social security or insurance<br><br>number or other identification number, salary, nationality, job title, any shares of<br><br>stock or directorships held in the Company and its Affiliates, details of all awards<br><br>or any other entitlement to shares of stock awarded, canceled, exercised, vested,<br><br>unvested or outstanding in the Participant’s favor, for the purpose of<br><br>implementing, administering and managing the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data<br><br>by contacting the Participant’s local human resources representative.  The<br><br>Participant authorizes the recipients to receive, possess, use, retain and transfer the<br><br>Data, in electronic or other form, for the purposes of implementing, administering<br><br>and managing the Participant’s participation in the Plan, including any requisite<br><br>transfer of such Data as may be required to a broker or other third party.  The<br><br>Participant understands that the Data will be held only as long as is necessary to<br><br>implement, administer and manage Participant’s participation in the Plan.  The<br><br>Participant understands that the Participant may, at any time, view the Data,<br><br>request additional information about the storage and processing of the Data,<br><br>require any necessary amendments to the Data or refuse or withdraw the consents<br><br>herein, in any case without cost, by contacting in writing the Participant’s local<br><br>human resources representative.  The Participant understands, however, that<br><br>refusing or withdrawing the Participant’s consent may affect the Participant’s<br><br>ability to participate in the Plan.  For more information on the consequences of<br><br>refusal to consent or withdrawal of consent, the Participant understands that the<br><br>Participant may contact the Participant’s local human resources representative.

7

Code Section<br><br>409A

It is intended that the Summary of Award and this Award Agreement will be<br><br>exempt from or comply with Code Section 409A to the extent subject thereto.<br><br>Accordingly, to the maximum extent permitted, this Award Agreement will be<br><br>interpreted and administered to be in compliance with Code Section 409A. To the<br><br>extent that the Company determines that the Participant would be subject to the<br><br>additional taxes or penalties imposed on certain nonqualified deferred<br><br>compensation plans pursuant to Code Section 409A as a result of any provision of<br><br>this Award Agreement, that provision will be deemed amended to the minimum<br><br>extent necessary to avoid application of the additional taxes or penalties.  The<br><br>nature of the amendment will be determined by the Company.  Notwithstanding<br><br>anything to the contrary in this Award Agreement or the Plan, to the extent<br><br>required to avoid accelerated taxation and penalties under Code Section 409A,<br><br>amounts that would otherwise be payable and benefits that would otherwise be<br><br>provided pursuant to this Award Agreement during the six (6)-month period<br><br>immediately following the Participant’s “separation from service” (as defined for<br><br>purposes of Code Section 409A, a “Separation from Service”) will instead be paid<br><br>on the first payroll date after the six (6)-month anniversary of the Participant’s<br><br>Separation from Service (or the Participant’s death, if earlier).  Notwithstanding<br><br>anything to the contrary in this Award Agreement, for purposes of any provision of<br><br>this Award Agreement providing for the settlement of any shares of Common<br><br>Stock upon or following a termination of employment or a termination of Service<br><br>that are considered “deferred compensation” under Code Section 409A, references<br><br>to the Participant’s “termination of employment” or “termination of Service” (and<br><br>corollary terms) will be construed to refer to the Participant’s Separation from<br><br>Service.  Each installment of RSUs that vests under this Award Agreement (if there<br><br>is more than one installment) will be considered one of a series of separate<br><br>payments for purposes of Code Section 409A.

8

EXHIBIT B

Definitions

•“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.

•“Cause” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Cause” at the applicable time of determination, “Cause”

shall be as defined therein.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, “Cause” means

circumstances that would entitle RGLD Gold AG to terminate the Participant’s employment with

immediate effect for valid reasons pursuant to Article 337 of the Swiss Code of Obligations (or

any successor provision).

oIf the Participant is not party to a Service Provider Agreement, with respect to the Participant and

as determined by the Board, the Participant’s (a) gross negligence or willful misconduct in

connection with the performance of duties; (b) conviction of, or pleading guilty or nolo

contendere to, a criminal offense (other than minor offenses); or (c) material breach of any term

of any employment, consulting or other services, confidentiality, intellectual property, or non-

competition agreements, if any, between the Participant and the Company or an Affiliate.  Any

determination by the Board regarding whether an event constituting Cause has occurred shall be

final, binding, and conclusive.

•“Change in Control Protection Period” means the period beginning ninety (90) days prior to and

ending two (2) years after the occurrence of a Change in Control.

•“Involuntary Termination” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation, (a) the Participant’s Service is terminated by the Company without “Cause” (as

defined in such agreement) during the term of such agreement, or (b) the Participant resigns from

Service for “Good Reason” (as defined in such agreement) during the term of the Service

Provider Agreement.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, an “Involuntary

Termination” means the Participant’s Service or the Service Provider Agreement is terminated

without a reason justifying termination with immediate effect pursuant to the Participant’s

employment contract.

oIf the Participant is not party to a Service Provider Agreement, an “Involuntary Termination”

means a termination of the Participant’s Service by reason of (a) involuntary termination by the

Company for reasons other than Cause, or (b) the Participant’s resignation from the Company

following the first occurrence of the following: (1) a material diminution of the Participant’s base

compensation, (2) a material diminution in the Participant’s authority or responsibilities, or (3)

receipt of notice that the Company or its Affiliate employing the Participant will materially

change the geographic location at which the Participant provides services to the Company, such

that the office of the Company or its Affiliate serving as the Participant’s principal place of

employment will be relocated more than fifty (50) miles distant from the office of the Company

or its Affiliate serving as the Participant’s then-current principal place of employment

immediately prior to such relocation; provided in each case that the Participant has provided

9

written notice to the Company within forty (40) days of the initial occurrence, the Company has

had at least forty (40) days from the date on which such notice is received to cure such

circumstances and, if the Company has not cured such circumstances during that time, the

Participant resigns within ten (10) days of the expiration of the cure period.

•“Retirement” means the Participant’s voluntary termination of Service either (a) on or after reaching

sixty-two (62) years of age, or (b) on or after reaching fifty-five (55) years of age after the Participant

has provided at least fifteen (15) years of Service.

•“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

•“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

•“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

•“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that such entity

could be considered as a subsidiary according to generally accepted accounting principles in the

United States of America.

•“Termination Date” means the date that a Participant ceases to provide Services.

RGLD-2025.12.31-Ex 10.19 Restricted Stock Agreement - Nonemployee Directors Exhibit 10.19

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

RESTRICTED STOCK

SUMMARY OF AWARD

(Non-Employee Director)

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award for the number of shares of Common Stock set forth below (the “Shares”) that may vest based

on the conditions set forth below. The Shares granted pursuant to this Agreement that have not yet vested

are referred to as “Restricted Stock.” The Restricted Stock is subject in all respects to the terms and

conditions set forth herein, in the Restricted Stock Award Agreement attached hereto as Exhibit A (the

“Award Agreement”), and in the Plan, each of which is incorporated herein by reference and made a part

hereof. Unless otherwise defined herein or in Exhibit B hereto, capitalized terms used in this Restricted

Stock Summary of Award (the “Summary of Award”) and the Award Agreement will have the meanings

set forth in the Plan.

Participant
Grant Date
Number of Shares Awarded
Vesting Schedule	The Restricted Stock will vest [in two installments with<br><br>fifty percent (50%) of the shares of Restricted Stock<br><br>vesting immediately on the Grant Date and fifty percent<br><br>(50%) of the shares of Restricted Stock vesting on the<br><br>first anniversary of the Grant Date] [or alternative<br><br>vesting schedule] (each, a “Vesting Date”).<br><br>The Board, in its sole discretion, has the authority to<br><br>make any determinations as to whether the conditions of<br><br>this Summary of Award and the Award Agreement have<br><br>been met.
Termination of Service and Forfeiture	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit all unvested Restricted Stock as<br><br>of the Termination Date.

2

Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control or after Long-Term Service

If (a) the Participant’s Service as a non-employee<br><br>director is involuntarily terminated in connection with a<br><br>Change in Control (including because the Participant is<br><br>not nominated for reelection in connection with the<br><br>Change in Control) or (b) the Participant has provided<br><br>at least fifteen (15) years of Service and the<br><br>Participant’s Service as a non-employee director is<br><br>involuntarily terminated by the Company (including<br><br>because the Participant is not nominated for reelection),<br><br>then all outstanding and unvested Restricted Stock will<br><br>vest in full upon the Termination Date.

Delivery of Shares

To enforce the restrictions in this Summary of Award<br><br>and the Award Agreement, Restricted Stock shall be<br><br>held in electronic or other book-entry form in an<br><br>account with the Company, its transfer agent, or other<br><br>designee until the restrictions have lapsed or the Award<br><br>Agreement is no longer in effect.<br><br>When the Restricted Stock vests, the Company will<br><br>update its books and records to reflect the applicable<br><br>number of Shares free of the restrictions under this<br><br>Summary of Award and the Award Agreement.  In no<br><br>event will any fractional shares of Restricted Stock vest,<br><br>with the number of vested Shares rounded down to the<br><br>next whole share to the extent necessary.<br><br>The obligation of the Company to release to the<br><br>Participant vested Shares shall be subject to all<br><br>applicable laws, rules, and regulations and such<br><br>approvals by governmental agencies as may be deemed<br><br>appropriate by the Board, including such actions as<br><br>Company counsel shall deem necessary or appropriate,<br><br>to comply with relevant securities laws and regulations.

Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

3

EXHIBIT A

ROYAL GOLD, INC.

RESTRICTED STOCK AWARD AGREEMENT

(Non-Employee Director; Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Restricted Stock<br><br>Grant	Subject to the terms and conditions set forth in this Award Agreement, the<br><br>Summary of Award and in the Plan, the Company hereby grants the Participant<br><br>the number of shares of Restricted Stock set forth in the Summary of Award.
Non-<br><br>Transferability	Until vested pursuant to the Summary of Award and this Award Agreement, the<br><br>Restricted Stock (a) is subject to forfeiture, (b) may not be sold, transferred,<br><br>assigned, pledged, or otherwise encumbered or disposed of, whether by operation<br><br>of law or otherwise, and (c) may not be made subject to execution, attachment, or<br><br>similar process.  Any attempt to sell, transfer, assign, pledge or otherwise<br><br>encumber or dispose of Restricted Stock contrary to the provisions hereof, and the<br><br>levy of any execution, attachment or similar process upon Restricted Stock, shall<br><br>be null, void and without effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to Restricted Stock, and, in the event of a Change in Control or<br><br>Reorganization Event, the Board may take such actions as it deems appropriate<br><br>pursuant to the Plan.
Taxes	All obligations of the Company under this Award Agreement shall be subject to<br><br>the rights of the Company as set forth in the Plan to withhold amounts required to<br><br>be withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to Restricted Stock.<br><br>The Participant acknowledges that regardless of any action the Company (or any<br><br>of its Affiliates employing or retaining the Participant) takes with respect to any or<br><br>all Taxes, the ultimate liability for all Taxes legally due by the Participant is and<br><br>remains the Participant’s responsibility and that the Company (and its Affiliates)<br><br>(i) makes no representations or undertakings regarding the treatment of any Taxes<br><br>in connection with any aspect of Restricted Stock, including the grant, vesting or<br><br>delivery of Restricted Stock, and the subsequent sale of any Shares; and (ii) does<br><br>not commit to structure the terms of the grant or any aspect of Restricted Stock to<br><br>reduce or eliminate the Participant’s liability for Taxes.  Further, if the Participant<br><br>is subject to taxation in more than one jurisdiction between the Grant Date and the<br><br>date of any relevant taxable or tax withholding event in respect of Restricted<br><br>Stock, as applicable, the Participant acknowledges that the Company (or any of its<br><br>Affiliates employing or retaining the Participant) may be required to withhold,<br><br>collect or account for Taxes in more than one jurisdiction.

4

Section 83(b)<br><br>Election	The Participant acknowledges that, if applicable, the Participant may file with the<br><br>Internal Revenue Service, within thirty (30) days of the Grant Date, an irrevocable<br><br>election pursuant to Code Section 83(b) to be taxed as of the Grant Date on the<br><br>amount by which the Grant Date Fair Market Value exceeds the amount paid for<br><br>the Restricted Stock, if any.  If the Participant chooses to file an election under<br><br>Code Section 83(b), the Participant agrees to promptly deliver a copy of the<br><br>election to the Company.<br><br>The Participant has reviewed with the Participant’s own tax advisors the federal,<br><br>state, local and foreign tax consequences of this investment and the transactions<br><br>contemplated by this Award Agreement.  The Participant is relying solely on such<br><br>advisors and not on any statements or representations of the Company or any of its<br><br>agents.  The Participant understands that the Participant (and not the Company)<br><br>shall be responsible for the Participant’s own tax liability that may arise as a result<br><br>of this investment or the transactions contemplated by this Award Agreement.<br><br>THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S<br><br>SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE<br><br>THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT<br><br>REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS<br><br>FILING ON THE PARTICIPANT’S BEHALF.
No Right to<br><br>Continued Service	None of the Restricted Stock, the Summary of Award or this Award Agreement<br><br>gives the Participant the right to continued Service in any capacity.  The Company<br><br>(and any parent, Subsidiaries, or Affiliates) reserves the right to terminate the<br><br>Participant’s Service at any time and for any reason not prohibited by law.
Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation	In accepting the grant of Restricted Stock as specified in the Summary of Award<br><br>and this Award Agreement, the Participant acknowledges the following:<br><br>•The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>•The grant of Restricted Stock is voluntary and occasional and does not<br><br>create any contractual or other right to receive future grants of awards, or<br><br>benefits in lieu of awards, even if awards have been granted repeatedly in<br><br>the past.<br><br>•All decisions with respect to future awards of Restricted Stock or other<br><br>awards, if any, will be at the sole discretion of the Board.<br><br>•The Participant is voluntarily participating in the Plan.<br><br>•The value of the Shares is an extraordinary item of compensation outside<br><br>the scope of the Participant’s Service Provider Agreement, if any.<br><br>•The Shares are not part of the Participant’s normal or expected<br><br>compensation or salary for any purpose, including, but not limited to,<br><br>calculating any severance, resignation, termination, redundancy, end of<br><br>service payments, bonuses, long-service awards, pension or retirement<br><br>benefits, welfare benefits or similar payments.<br><br>•The Shares are not intended to replace any pension rights or<br><br>compensation.<br><br>•The grant of Restricted Stock will not be interpreted to form an<br><br>employment or services contract or relationship with the Company or any<br><br>of its Affiliates.<br><br>•The future value of the Shares is unknown and cannot be predicted with<br><br>certainty.  As applicable, the Participant understands that the Company is<br><br>not responsible for any foreign exchange fluctuation between the United<br><br>States Dollar and the Participant’s local currency that may affect the value<br><br>of the Shares.<br><br>•In consideration of the grant of Restricted Stock, no claim or entitlement<br><br>to compensation or damages shall arise from termination of the Restricted<br><br>Stock or diminution in value of the Shares from termination of the<br><br>Participant’s Service by the Company or any of its Affiliates employing or<br><br>retaining the Participant (and for any reason whatsoever and whether or<br><br>not in breach of contract or local labor laws), and the Participant<br><br>irrevocably releases the Company and its Affiliates, as applicable, from<br><br>any such claim that may arise; if, notwithstanding the foregoing, any such<br><br>claim is found by a court of competent jurisdiction to have arisen, then, by<br><br>signing this Award Agreement, the Participant shall be deemed to have<br><br>irrevocably waived the Participant’s entitlement to pursue such claim.

5

Stockholder<br><br>Rights; Dividends	The Participant has the right to vote the Restricted Stock and the right to receive<br><br>any cash dividend payments or distributions declared or paid with respect to the<br><br>Restricted Stock.  Notwithstanding Section 7(c) of the Plan, these cash dividend<br><br>payments or distributions will be paid to the Participant under the same terms as<br><br>they are paid to other stockholders and will not be held in escrow or book-entry<br><br>form.  Any stock dividends or distributions on Restricted Stock as a result of any<br><br>stock split, stock dividend, combination of stock, or other similar transaction will<br><br>be held in electronic or other book-entry form and will be subject to the same<br><br>vesting conditions and restrictions as applicable to the underlying Restricted Stock.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any<br><br>successors or assigns of the Company and to the Company’s parents and Affiliates.<br><br>This Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.
Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.

6

The Plan

The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the<br><br>Plan.  The Summary of Award, this Award Agreement and the Plan constitute the<br><br>entire understanding between the Participant and the Company regarding<br><br>Restricted Stock.  Any prior agreements, commitments, or negotiations concerning<br><br>the Restricted Stock are superseded.<br><br>This Restricted Stock grant is subject to the provisions of the Plan and to<br><br>interpretations, regulations and determinations concerning the Plan established<br><br>from time to time by the Board in accordance with the provisions of the Plan,<br><br>including, but not limited to, provisions pertaining to (a) rights and obligations<br><br>with respect to Taxes, (b) the registration, qualification or listing of the Shares, (c)<br><br>changes in capitalization of the Company, and (d) other requirements of applicable<br><br>law.  The Board shall have the authority to interpret and construe the grant<br><br>pursuant to the terms of the Plan, and its decisions shall be conclusive as to any<br><br>questions arising hereunder.

Data Privacy

The Participant hereby explicitly and unambiguously consents to the collection,<br><br>use and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Company<br><br>and its Affiliates for the exclusive purpose of implementing, administering and<br><br>managing the Participant’s participation in the Plan.<br><br>The Participant understands that the Company and its Affiliates, as applicable,<br><br>hold certain personal information about the Participant regarding the Participant’s<br><br>Service, the nature and amount of the Participant’s compensation and the facts and<br><br>conditions of the Participant’s participation in the Plan, including, but not limited<br><br>to, the Participant’s name, home address, telephone number and email address,<br><br>date of birth, social security or insurance number or other identification number,<br><br>salary, nationality, job title, any shares of stock or directorships held in the<br><br>Company and its Affiliates, details of all awards or any other entitlement to shares<br><br>of stock awarded, canceled, exercised, vested, unvested or outstanding in the<br><br>Participant’s favor, for the purpose of implementing, administering and managing<br><br>the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data<br><br>by contacting the Company’s Corporate Secretary.  The Participant authorizes the<br><br>recipients to receive, possess, use, retain and transfer the Data, in electronic or<br><br>other form, for the purposes of implementing, administering and managing the<br><br>Participant’s participation in the Plan, including any requisite transfer of such Data<br><br>as may be required to a broker or other third party.  The Participant understands<br><br>that the Data will be held only as long as is necessary to implement, administer<br><br>and manage Participant’s participation in the Plan.  The Participant understands<br><br>that the Participant may, at any time, view the Data, request additional information<br><br>about the storage and processing of the Data, require any necessary amendments<br><br>to the Data or refuse or withdraw the consents herein, in any case without cost, by<br><br>contacting in writing the Company’s Corporate Secretary.  The Participant<br><br>understands, however, that refusing or withdrawing the Participant’s consent may<br><br>affect the Participant’s ability to participate in the Plan.  For more information on<br><br>the consequences of refusal to consent or withdrawal of consent, the Participant<br><br>understands that the Participant may contact the Company’s Corporate Secretary.

7

EXHIBIT B

Definitions

“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.

“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that such entity

could be considered as a subsidiary according to generally accepted accounting principles in the

United States of America.

“Termination Date” means the date that a Participant ceases to provide Services.

RGLD-2025.12.31-Ex 10.20 RSU Agreement - Nonemployee Directors Exhibit 10.20

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

RESTRICTED STOCK UNITS

SUMMARY OF AWARD

(Non-Employee Director)

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award representing the number of restricted stock units set forth below that may vest based on the

conditions set forth below (the “RSUs”).  The RSUs are subject in all respects to the terms and conditions

set forth herein, in the RSU Award Agreement attached hereto as Exhibit A (the “Award Agreement”),

and in the Plan, each of which is incorporated herein by reference and made a part hereof.  Unless

otherwise defined herein or in Exhibit B hereto, capitalized terms used in this RSU Summary of Award

(the “Summary of Award”) and the Award Agreement will have the meanings set forth in the Plan.

Participant
Grant Date
Number of RSUs
Vesting Schedule	The RSUs will vest [in two installments with fifty<br><br>percent (50%) of the RSUs vesting immediately on the<br><br>Grant Date and fifty percent (50%) of the RSUs vesting<br><br>on the first anniversary of the Grant Date] [or<br><br>alternative vesting schedule] (each, a “Vesting Date”).<br><br>The Board, in its sole discretion, has the authority to<br><br>make any determinations as to whether the conditions of<br><br>this Summary of Award and the Award Agreement have<br><br>been met.
Termination of Service and Forfeiture	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit all unvested RSUs as of the<br><br>Termination Date.

2

Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control or after Long-Term Service

If (a) the Participant’s Service as a non-employee<br><br>director is involuntarily terminated in connection with a<br><br>Change in Control (including because the Participant is<br><br>not nominated for reelection in connection with the<br><br>Change in Control) or (b) the Participant has provided<br><br>at least fifteen (15) years of Service and the<br><br>Participant’s Service as a non-employee director is<br><br>involuntarily terminated by the Company (including<br><br>because the Participant is not nominated for reelection),<br><br>the RSUs will vest in full upon the Termination Date.

Delivery of Shares

The Participant will receive a payment with respect to<br><br>the RSUs that vest pursuant to this Summary of Award<br><br>and the Award Agreement, if any, within sixty (60) days<br><br>following the Vesting Date (or other applicable vesting<br><br>event) (the “Payment Date”); provided, however, that<br><br>such payment will be made not later than March 15 of<br><br>the fiscal year following the year in which the Vesting<br><br>Date occurs.  Payment will be made with respect to the<br><br>RSUs on the Payment Date in shares of Common Stock,<br><br>with each vested RSU equivalent to one share of<br><br>Common Stock.  Any RSUs not vested will be forfeited.<br><br>In no event will any fractional shares be issued.  Except<br><br>as otherwise provided in this Summary of Award or the<br><br>Award Agreement, the Participant must be providing<br><br>Services on the Vesting Date in order to become vested<br><br>in the RSUs, unless the Board determines otherwise.<br><br>The obligation of the Company to release to the<br><br>Participant vested shares of Common Stock shall be<br><br>subject to all applicable laws, rules, and regulations and<br><br>such approvals by governmental agencies as may be<br><br>deemed appropriate by the Board, including such<br><br>actions as Company counsel shall deem necessary or<br><br>appropriate, to comply with relevant securities laws and<br><br>regulations.

Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

3

EXHIBIT A

ROYAL GOLD, INC.

RSU AWARD AGREEMENT

(Non-Employee Director; Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Grant of RSUs	Subject to the terms and conditions set forth in this Award Agreement, the<br><br>Summary of Award and in the Plan, the Company hereby grants the Participant<br><br>the number of RSUs set forth in the Summary of Award.
Non-<br><br>Transferability	Until vested and shares of Common Stock are delivered pursuant to the Summary<br><br>of Award and this Award Agreement, the RSUs (a) are subject to forfeiture, (b)<br><br>may not be sold, transferred, assigned, pledged, or otherwise encumbered or<br><br>disposed of, whether by operation of law or otherwise, and (c) may not be made<br><br>subject to execution, attachment, or similar process.  Any attempt to sell, transfer,<br><br>assign, pledge or otherwise encumber or dispose of the RSUs contrary to the<br><br>provisions hereof, and the levy of any execution, attachment or similar process<br><br>upon the RSUs, shall be null, void and without effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to the RSUs, and, in the event of a Change in Control or<br><br>Reorganization Event, the Board may take such actions as it deems appropriate<br><br>pursuant to the Plan.
Taxes	All obligations of the Company under this Award Agreement shall be subject to<br><br>the rights of the Company as set forth in the Plan to withhold amounts required to<br><br>be withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to the RSUs.<br><br>The Participant acknowledges that regardless of any action the Company (or any<br><br>of its Affiliates employing or retaining the Participant) takes with respect to any or<br><br>all Taxes, the ultimate liability for all Taxes legally due by the Participant is and<br><br>remains the Participant’s responsibility and that the Company (and its Affiliates)<br><br>(i) makes no representations or undertakings regarding the treatment of any Taxes<br><br>in connection with any aspect of the RSUs, including the grant, vesting or delivery<br><br>of the RSUs, and the subsequent sale of any shares of Common Stock delivered<br><br>upon vesting of the RSUs; and (ii) does not commit to structure the terms of the<br><br>grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability<br><br>for Taxes.  Further, if the Participant is subject to taxation in more than one<br><br>jurisdiction between the Grant Date and the date of any relevant taxable or tax<br><br>withholding event in respect of the RSUs, as applicable, the Participant<br><br>acknowledges that the Company (or any of its Affiliates employing or retaining<br><br>the Participant) may be required to withhold, collect or account for Taxes in more<br><br>than one jurisdiction.

4

No Right to<br><br>Continued Service

None of the RSUs, the Summary of Award or this Award Agreement gives the<br><br>Participant the right to continued Service in any capacity.  The Company (and any<br><br>parent, Subsidiaries, or Affiliates) reserves the right to terminate the Participant’s<br><br>Service at any time and for any reason not prohibited by law.

Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation

In accepting the grant of RSUs as specified in the Summary of Award and this<br><br>Award Agreement, the Participant acknowledges the following:<br><br>•The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>•The grant of the RSUs is voluntary and occasional and does not create any<br><br>contractual or other right to receive future grants of awards, or benefits in<br><br>lieu of awards, even if awards have been granted repeatedly in the past.<br><br>•All decisions with respect to future awards of RSUs or other awards, if<br><br>any, will be at the sole discretion of the Board.<br><br>•The Participant is voluntarily participating in the Plan.<br><br>•The value of any shares of Common Stock underlying the RSUs is an<br><br>extraordinary item of compensation outside the scope of the Participant’s<br><br>Service Provider Agreement, if any.<br><br>•The RSUs and the underlying shares of Common Stock are not part of the<br><br>Participant’s normal or expected compensation or salary for any purpose,<br><br>including, but not limited to, calculating any severance, resignation,<br><br>termination, redundancy, end of service payments, bonuses, long-service<br><br>awards, pension or retirement benefits, welfare benefits or similar<br><br>payments.<br><br>•The RSUs and the underlying shares of Common Stock are not intended<br><br>to replace any pension rights or compensation.<br><br>•The grant of the RSUs will not be interpreted to form an employment or<br><br>services contract or relationship with the Company or any of its Affiliates.<br><br>•The future value of the shares of Common Stock underlying the RSUs is<br><br>unknown and cannot be predicted with certainty.  As applicable, the<br><br>Participant understands that the Company is not responsible for any<br><br>foreign exchange fluctuation between the United States Dollar and the<br><br>Participant’s local currency that may affect the value of the shares of<br><br>Common Stock underlying the RSUs.<br><br>•In consideration of the grant of the RSUs, no claim or entitlement to<br><br>compensation or damages shall arise from termination of the RSUs or<br><br>diminution in value of the RSUs or any of the shares of Common Stock<br><br>issuable with respect to the RSUs from termination of the Participant’s<br><br>Service by the Company or any of its Affiliates employing or retaining the<br><br>Participant (and for any reason whatsoever and whether or not in breach<br><br>of contract or local labor laws), and the Participant irrevocably releases<br><br>the Company and its Affiliates, as applicable, from any such claim that<br><br>may arise; if, notwithstanding the foregoing, any such claim is found by a<br><br>court of competent jurisdiction to have arisen, then, by signing this Award<br><br>Agreement, the Participant shall be deemed to have irrevocably waived<br><br>the Participant’s entitlement to pursue such claim.

5

Stockholder<br><br>Rights; Dividends	The Participant has no rights as a stockholder of the Company unless and until the<br><br>shares of Common Stock relating to vested RSUs have been issued.  The<br><br>Participant will, however, as of each dividend record date for Common Stock<br><br>occurring on or after the Grant Date and prior to the date the shares of Common<br><br>Stock underlying the RSUs are issued (or, if applicable, the date of forfeiture of the<br><br>RSUs), be entitled to receive an amount equal to the dividend that the Participant<br><br>would have been entitled to receive had the Participant held the number of shares<br><br>of Common Stock underlying the RSUs on that record date, payable on the date of<br><br>payment of the applicable dividend.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any<br><br>successors or assigns of the Company and to the Company’s parents and Affiliates.<br><br>This Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.
Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.
The Plan	The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the<br><br>Plan.  The Summary of Award, this Award Agreement and the Plan constitute the<br><br>entire understanding between the Participant and the Company regarding the<br><br>RSUs.  Any prior agreements, commitments, or negotiations concerning the RSUs<br><br>are superseded.<br><br>This grant of RSUs is subject to the provisions of the Plan and to interpretations,<br><br>regulations and determinations concerning the Plan established from time to time<br><br>by the Board in accordance with the provisions of the Plan, including, but not<br><br>limited to, provisions pertaining to (a) rights and obligations with respect to Taxes,<br><br>(b) the registration, qualification or listing of the shares of Company Stock<br><br>underlying the RSUs, (c) changes in capitalization of the Company, and (d) other<br><br>requirements of applicable law.  The Board shall have the authority to interpret<br><br>and construe the grant pursuant to the terms of the Plan, and its decisions shall be<br><br>conclusive as to any questions arising hereunder.

6

Data Privacy

The Participant hereby explicitly and unambiguously consents to the collection,<br><br>use and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Company<br><br>and its Affiliates for the exclusive purpose of implementing, administering and<br><br>managing the Participant’s participation in the Plan.<br><br>The Participant understands that the Company and its Affiliates, as applicable,<br><br>hold certain personal information about the Participant regarding the Participant’s<br><br>Service, the nature and amount of the Participant’s compensation and the facts and<br><br>conditions of the Participant’s participation in the Plan, including, but not limited<br><br>to, the Participant’s name, home address, telephone number and email address,<br><br>date of birth, social security or insurance number or other identification number,<br><br>salary, nationality, job title, any shares of stock or directorships held in the<br><br>Company and its Affiliates, details of all awards or any other entitlement to shares<br><br>of stock awarded, canceled, exercised, vested, unvested or outstanding in the<br><br>Participant’s favor, for the purpose of implementing, administering and managing<br><br>the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data<br><br>by contacting the Company’s Corporate Secretary.  The Participant authorizes the<br><br>recipients to receive, possess, use, retain and transfer the Data, in electronic or<br><br>other form, for the purposes of implementing, administering and managing the<br><br>Participant’s participation in the Plan, including any requisite transfer of such Data<br><br>as may be required to a broker or other third party.  The Participant understands<br><br>that the Data will be held only as long as is necessary to implement, administer<br><br>and manage Participant’s participation in the Plan.  The Participant understands<br><br>that the Participant may, at any time, view the Data, request additional information<br><br>about the storage and processing of the Data, require any necessary amendments<br><br>to the Data or refuse or withdraw the consents herein, in any case without cost, by<br><br>contacting in writing the Company’s Corporate Secretary.  The Participant<br><br>understands, however, that refusing or withdrawing the Participant’s consent may<br><br>affect the Participant’s ability to participate in the Plan.  For more information on<br><br>the consequences of refusal to consent or withdrawal of consent, the Participant<br><br>understands that the Participant may contact the Company’s Corporate Secretary.

7

Code Section<br><br>409A

It is intended that the Summary of Award and this Award Agreement will be<br><br>exempt from or comply with Code Section 409A to the extent subject thereto.<br><br>Accordingly, to the maximum extent permitted, this Award Agreement will be<br><br>interpreted and administered to be in compliance with Code Section 409A. To the<br><br>extent that the Company determines that the Participant would be subject to the<br><br>additional taxes or penalties imposed on certain nonqualified deferred<br><br>compensation plans pursuant to Code Section 409A as a result of any provision of<br><br>this Award Agreement, that provision will be deemed amended to the minimum<br><br>extent necessary to avoid application of the additional taxes or penalties.  The<br><br>nature of the amendment will be determined by the Company.  Notwithstanding<br><br>anything to the contrary in this Award Agreement or the Plan, to the extent<br><br>required to avoid accelerated taxation and penalties under Code Section 409A,<br><br>amounts that would otherwise be payable and benefits that would otherwise be<br><br>provided pursuant to this Award Agreement during the six (6)-month period<br><br>immediately following the Participant’s “separation from service” (as defined for<br><br>purposes of Code Section 409A, a “Separation from Service”) will instead be paid<br><br>on the first payroll date after the six (6)-month anniversary of the Participant’s<br><br>Separation from Service (or the Participant’s death, if earlier).  Notwithstanding<br><br>anything to the contrary in this Award Agreement, for purposes of any provision of<br><br>this Award Agreement providing for the settlement of any shares of Common<br><br>Stock upon or following a termination of employment or a termination of Service<br><br>that are considered “deferred compensation” under Code Section 409A, references<br><br>to the Participant’s “termination of employment” or “termination of Service” (and<br><br>corollary terms) will be construed to refer to the Participant’s Separation from<br><br>Service.  Each installment of RSUs that vests under this Award Agreement (if there<br><br>is more than one installment) will be considered one of a series of separate<br><br>payments for purposes of Code Section 409A.

8

EXHIBIT B

Definitions

•“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.

•“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

•“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

•“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

•“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that such entity

could be considered as a subsidiary according to generally accepted accounting principles in the

United States of America.

•“Termination Date” means the date that a Participant ceases to provide Services.

RGLD-2025.12.31-Ex 10.21 Performance Shares Agreement (TSR) Exhibit 10.21

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

PERFORMANCE SHARES (TSR)

SUMMARY OF AWARD

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award of performance shares representing the target and maximum number of shares of Common

Stock set forth below that may vest based on the level of achievement of the performance goals and the

conditions set forth below (the “Performance Shares”).  The number of Performance Shares that vest will

be based on the performance level achieved with respect to the performance goals set forth on Schedule I.

The Performance Shares are subject in all respects to the terms and conditions set forth herein, in the

Performance Shares Award Agreement attached hereto as Exhibit A (the “Award Agreement”) and in the

Plan, each of which is incorporated herein by reference and made a part hereof.  Unless otherwise defined

herein or in Schedule I (or Annex A to Schedule I) hereto or Exhibit B hereto, capitalized terms used in

this Performance Shares (TSR) Summary of Award (the “Summary of Award”) and the Award

Agreement will have the meanings set forth in the Plan.

Participant
Grant Date
Number of Performance Shares	Target:<br><br>Maximum: ........................................................................
Performance Period	As set forth on Schedule I, [the three (3)-year period<br><br>beginning on _________ and ending on _______] [or<br><br>alternative performance period] (the “Performance<br><br>Period”).
Performance Goals and Vesting Conditions	Except as otherwise provided in this Summary of<br><br>Award or the Award Agreement, the Performance<br><br>Shares will vest based on the performance level<br><br>achieved with respect to the performance goals set forth<br><br>on Schedule I and the Participant remaining in<br><br>continuous Service from the Grant Date through the<br><br>date on which the Board determines that the<br><br>performance goals have been met (the “Vesting Date”).<br><br>The Board, in its sole discretion, has the authority to<br><br>determine whether the performance goals set forth on<br><br>Schedule I have been achieved and to make any other<br><br>determinations as to whether the conditions of this<br><br>Summary of Award and the Award Agreement have<br><br>been met.

2

Termination of Service and Forfeiture

Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit all unvested Performance Shares<br><br>as of the Termination Date.

Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control

If the Participant incurs an Involuntary Termination<br><br>within the Change in Control Protection Period, then the<br><br>maximum number of Performance Shares set forth in<br><br>this Summary of Award, to the extent they remain<br><br>outstanding, shall vest in full as of the Termination<br><br>Date, or if the Termination Date is prior to the<br><br>consummation of a Change in Control, then the<br><br>maximum number of Performance Shares set forth in<br><br>this Summary of Award, to the extent they remain<br><br>outstanding, shall vest in full upon the date of the<br><br>consummation of the Change in Control.

3

Termination of Service and/or Forfeiture<br><br>(for Canadian Employees only)

This Summary of Award and the Agreement, and the<br><br>terms of the Plan incorporated by reference herein, shall<br><br>be construed such that (i) all references to termination<br><br>of Service, for any reason, shall be deemed to include<br><br>the minimum notice of termination period (if any) as<br><br>required by applicable labor or employment standards<br><br>legislation, as amended from time to time, and shall<br><br>exclude any additional notice of termination period to<br><br>which the Participant may be entitled to under contract<br><br>or at common law; and (ii) any termination date shall be<br><br>deemed to be the date immediately following the end of<br><br>the minimum notice of termination period (if any)<br><br>required by the applicable minimum employment or<br><br>labor standards legislation, as amended from time to<br><br>time, and shall exclude any additional notice of<br><br>termination period to which the Participant may be<br><br>entitled under contract or at common law.

Delivery of Shares

The Participant will receive a payment with respect to<br><br>the Performance Shares earned and vested pursuant to<br><br>this Summary of Award and the Award Agreement, if<br><br>any, within sixty (60) days following the Vesting Date<br><br>(or other applicable vesting event) (the “Payment<br><br>Date”); provided, however, that such payment will be<br><br>made not later than March 15 of the fiscal year<br><br>following the end of the Performance Period.  Payment<br><br>will be made with respect to the Performance Shares on<br><br>the Payment Date in shares of Common Stock, with<br><br>each Performance Share earned and vested equivalent to<br><br>one share of Common Stock.  Any Performance Shares<br><br>not earned and vested will be forfeited.  In no event will<br><br>any fractional shares be issued.  Except as otherwise<br><br>provided in this Summary of Award or the Award<br><br>Agreement, the Participant must be providing Services<br><br>on the Vesting Date in order to earn and become vested<br><br>in the Performance Shares, unless the Board determines<br><br>otherwise.<br><br>The obligation of the Company to release to the<br><br>Participant vested shares of Common Stock shall be<br><br>subject to all applicable laws, rules, and regulations and<br><br>such approvals by governmental agencies as may be<br><br>deemed appropriate by the Board, including such<br><br>actions as Company counsel shall deem necessary or<br><br>appropriate, to comply with relevant securities laws and<br><br>regulations.

Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

4

5

SCHEDULE I

Performance Goals

The Performance Shares will vest based on the level of achievement of the specified [three (3)-year] Total

Shareholder Return goals, as described below:

No Performance Shares will vest if the Company’s TSR ranks at or below the [25th] percentile of

the aggregate TSRs of the individual companies in the Peer Group.

The target number of Performance Shares will vest if the Company’s TSR ranks at the [50th]

percentile of the aggregate TSRs of the individual companies in the Peer Group.

The maximum number of Performance Shares will vest if the Company’s TSR ranks at or above

the [75th] percentile of the aggregate TSRs of the individual companies in the Peer Group.

The Company will use linear interpolation to determine the number of Performance Shares that

will vest in between these points.

In all cases under this Summary of Award and the Award Agreement, the number of Performance

Shares that vest will be rounded down to the nearest whole Performance Share. In no case will

fractional Performance Shares or shares of Common Stock vest or be paid out.

In no case will greater than the maximum (200% of the target) number of Performance Shares

vest or be issued.

In the event of a merger, acquisition or business combination transaction of a company in the

Peer Group during the Performance Period in which such company is the surviving entity and

remains publicly traded, the surviving entity shall remain in the Peer Group.

In the event of a merger, acquisition or business combination transaction of a company in the

Peer Group, a “going private” transaction or other event involving a company in the Peer Group,

or the liquidation of a company in the Peer Group (other than a bankruptcy as described below),

in each case during the Performance Period and where the company is not the surviving entity or

is no longer publicly traded, such company will be removed from the Peer Group.

Notwithstanding the foregoing, in the event of a bankruptcy of one or more companies in the Peer

Group during the Performance Period where any such company is not publicly traded at the end

of the Performance Period, such company or companies shall remain in the Peer Group but shall

be deemed to be ranked last among all companies in the Peer Group.

For purposes of the Summary of Award and the Award Agreement, the following definitions apply:

“Peer Group” means the companies on the attached Annex A.

“Total shareholder return” or “TSR” means the percentage change, positive or negative, in value

of one share of a company’s common stock during the Performance Period, determined by

dividing (1) the difference obtained by subtracting (A) the arithmetic mean of the closing prices

of one share of the company’s common stock during January 20__ from (B) the arithmetic mean

of the closing prices of one share of the company’s common stock during December 20__ plus all

dividends paid on one share of the company’s common stock during the Performance Period, by

6

(2) the arithmetic mean of the closing prices of one share of the company’s common stock during

January 20__.

7

ANNEX A

Peer Group Companies

8

EXHIBIT A

ROYAL GOLD, INC.

PERFORMANCE SHARES (TSR) AWARD AGREEMENT

(Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Grant of<br><br>Performance<br><br>Shares	Subject to the terms and conditions set forth in this Award Agreement, the Summary<br><br>of Award and in the Plan, the Company hereby grants the Participant the<br><br>Performance Shares set forth in the Summary of Award. The Performance Shares<br><br>constitute a Performance Award under the Plan.
Non-<br><br>Transferability	Until vested and shares of Common Stock are delivered pursuant to the Summary of<br><br>Award and this Award Agreement, the Performance Shares (a) are subject to<br><br>forfeiture, (b) may not be sold, transferred, assigned, pledged, or otherwise<br><br>encumbered or disposed of, whether by operation of law or otherwise, and (c) may<br><br>not be made subject to execution, attachment, or similar process.  Any attempt to<br><br>sell, transfer, assign, pledge or otherwise encumber or dispose of the Performance<br><br>Shares contrary to the provisions hereof, and the levy of any execution, attachment<br><br>or similar process upon the Performance Shares, shall be null, void and without<br><br>effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to the Performance Shares, and, in the event of a Change in<br><br>Control or Reorganization Event, the Board may take such actions as it deems<br><br>appropriate pursuant to the Plan.
Leave of Absence	The impact of any leave of absence on the Participant’s Service for purposes of this<br><br>Award Agreement will be determined in accordance with the Company’s policies<br><br>and procedures and applicable laws.
Taxes	All obligations of the Company under this Award Agreement shall be subject to the<br><br>rights of the Company as set forth in the Plan to withhold amounts required to be<br><br>withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to the Performance Shares.  Unless otherwise determined by the<br><br>Board, the Company will withhold shares of Common Stock subject to vested<br><br>Performance Shares to cover the applicable Taxes due from the Participant required<br><br>by law to be withheld, collected or accounted for with respect to the Performance<br><br>Shares.  To the extent not withheld in accordance with the immediately preceding<br><br>sentence or to the extent the number of shares of Common Stock withheld is not<br><br>sufficient to cover the obligation for Taxes, the Participant shall be required to pay<br><br>to the Company, or make other arrangements satisfactory to the Company to<br><br>provide for the payment of, any Taxes required to be withheld, collected or<br><br>accounted for with respect to the Performance Shares.<br><br>The Participant acknowledges that regardless of any action the Company (or any of<br><br>its Affiliates employing or retaining the Participant) takes with respect to any or all<br><br>Taxes, the ultimate liability for all Taxes legally due by the Participant is and<br><br>remains the Participant’s responsibility and that the Company (and its Affiliates)<br><br>(i) makes no representations or undertakings regarding the treatment of any Taxes<br><br>in connection with any aspect of the Performance Shares, including the grant,<br><br>vesting or delivery of the Performance Shares, and the subsequent sale of any shares<br><br>of Common Stock issued upon vesting of the Performance Shares; and (ii) does not<br><br>commit to structure the terms of the grant or any aspect of the Performance Shares<br><br>to reduce or eliminate the Participant’s liability for Taxes.  Further, if the Participant<br><br>is subject to taxation in more than one jurisdiction between the Grant Date and the<br><br>date of any relevant taxable or tax withholding event in respect of the Performance<br><br>Shares, as applicable, the Participant acknowledges that the Company and/or the<br><br>Participant’s employer (or former employer, as applicable) may be required to<br><br>withhold, collect or account for Taxes in more than one jurisdiction.

9

No Right to<br><br>Continued<br><br>Service	None of the Performance Shares, the Summary of Award or this Award Agreement<br><br>gives the Participant the right to continued Service in any capacity.  The Company<br><br>(and any parent, Subsidiaries, or Affiliates) reserves the right to terminate the<br><br>Participant’s Service at any time and for any reason not prohibited by law.
Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation	In accepting the grant of Performance Shares as specified in the Summary of Award<br><br>and this Award Agreement, the Participant acknowledges the following:<br><br>•The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>•The grant of the Performance Shares is voluntary and occasional and does<br><br>not create any contractual or other right to receive future grants of awards, or<br><br>benefits in lieu of awards, even if awards have been granted repeatedly in the<br><br>past.<br><br>•All decisions with respect to future awards of Performance Shares or other<br><br>awards, if any, will be at the sole discretion of the Board.<br><br>•The Participant is voluntarily participating in the Plan.<br><br>•The value of any shares of Common Stock underlying the Performance<br><br>Shares is an extraordinary item of compensation outside the scope of the<br><br>Participant’s Service Provider Agreement, if any.<br><br>•The Performance Shares and the underlying shares of Common Stock are not<br><br>part of the Participant’s normal or expected compensation or salary for any<br><br>purpose, including, but not limited to, calculating any severance, resignation,<br><br>termination, redundancy, end of service payments, bonuses, long-service<br><br>awards, pension or retirement benefits, welfare benefits or similar payments.
Stockholder<br><br>Rights;<br><br>Dividends	The Participant has no rights as a stockholder of the Company unless and until the<br><br>shares of Common Stock relating to vested Performance Shares have been issued.<br><br>Except as described in the Plan, no adjustments are made for dividends or other<br><br>rights if the applicable record date occurs before the shares of Common Stock are<br><br>issued.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any successors<br><br>or assigns of the Company and to the Company’s parents and Affiliates.  This<br><br>Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.
Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.

10

The Plan

The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the Plan.<br><br>The Summary of Award, this Award Agreement and the Plan constitute the entire<br><br>understanding between the Participant and the Company regarding the Performance<br><br>Shares.  Any prior agreements, commitments, or negotiations concerning the<br><br>Performance Shares are superseded.<br><br>This grant of Performance Shares is subject to the provisions of the Plan and to<br><br>interpretations, regulations and determinations concerning the Plan established from<br><br>time to time by the Board in accordance with the provisions of the Plan, including,<br><br>but not limited to, provisions pertaining to (a) rights and obligations with respect to<br><br>Taxes, (b) the registration, qualification or listing of the shares of Company Stock<br><br>underlying the Performance Shares, (c) changes in capitalization of the Company,<br><br>and (d) other requirements of applicable law.  The Board shall have the authority to<br><br>interpret and construe the grant pursuant to the terms of the Plan, and its decisions<br><br>shall be conclusive as to any questions arising hereunder.

Data Privacy

The Participant hereby explicitly and unambiguously consents to the collection, use<br><br>and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Participant’s<br><br>employer, the Company and its Affiliates for the exclusive purpose of<br><br>implementing, administering and managing the Participant’s participation in the<br><br>Plan.<br><br>The Participant understands that the Participant’s employer, the Company and its<br><br>Affiliates, as applicable, hold certain personal information about the Participant<br><br>regarding the Participant’s Service, the nature and amount of the Participant’s<br><br>compensation and the facts and conditions of the Participant’s participation in the<br><br>Plan, including, but not limited to, the Participant’s name, home address, telephone<br><br>number and email address, date of birth, social security or insurance number or<br><br>other identification number, salary, nationality, job title, any shares of stock or<br><br>directorships held in the Company and its Affiliates, details of all awards or any<br><br>other entitlement to shares of stock awarded, canceled, exercised, vested, unvested<br><br>or outstanding in the Participant’s favor, for the purpose of implementing,<br><br>administering and managing the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data by<br><br>contacting the Participant’s local human resources representative.  The Participant<br><br>authorizes the recipients to receive, possess, use, retain and transfer the Data, in<br><br>electronic or other form, for the purposes of implementing, administering and<br><br>managing the Participant’s participation in the Plan, including any requisite transfer<br><br>of such Data as may be required to a broker or other third party.  The Participant<br><br>understands that the Data will be held only as long as is necessary to implement,<br><br>administer and manage Participant’s participation in the Plan.  The Participant<br><br>understands that the Participant may, at any time, view the Data, request additional<br><br>information about the storage and processing of the Data, require any necessary<br><br>amendments to the Data or refuse or withdraw the consents herein, in any case<br><br>without cost, by contacting in writing the Participant’s local human resources<br><br>representative.  The Participant understands, however, that refusing or withdrawing<br><br>the Participant’s consent may affect the Participant’s ability to participate in the<br><br>Plan.  For more information on the consequences of refusal to consent or<br><br>withdrawal of consent, the Participant understands that the Participant may contact<br><br>the Participant’s local human resources representative.

11

Company<br><br>Policies

The Participant agrees that the Performance Shares may be subject to clawback or<br><br>recoupment policies, share trading policies and other policies that may be<br><br>implemented by the Board or a Committee or imposed under applicable rules or<br><br>regulations from time to time.  No shares of Common Stock underlying the<br><br>Performance Shares (nor any pro rata portion thereof) shall be earned until the<br><br>Participant has met all the conditions of the Performance Shares, and, to the extent<br><br>applicable, any clawback, recoupment or forfeiture provisions of any clawback,<br><br>recoupment or forfeiture policy have been applied (and any provided amount, as<br><br>applicable, shall be deemed an advance that remained subject to the Participant<br><br>satisfying all eligibility conditions for earning the amounts deferred, accrued, or<br><br>credited under the Plan).

Code Section<br><br>409A

It is intended that the Summary of Award and this Award Agreement will be exempt<br><br>from or comply with Code Section 409A to the extent subject thereto.  Accordingly,<br><br>to the maximum extent permitted, this Award Agreement will be interpreted and<br><br>administered to be in compliance with Code Section 409A.  To the extent that the<br><br>Company determines that the Participant would be subject to the additional taxes or<br><br>penalties imposed on certain nonqualified deferred compensation plans pursuant to<br><br>Code Section 409A as a result of any provision of this Award Agreement, that<br><br>provision will be deemed amended to the minimum extent necessary to avoid<br><br>application of the additional taxes or penalties.  The nature of the amendment will be<br><br>determined by the Company.  Notwithstanding anything to the contrary in this<br><br>Award Agreement or the Plan, to the extent required to avoid accelerated taxation<br><br>and penalties under Code Section 409A, amounts that would otherwise be payable<br><br>and benefits that would otherwise be provided pursuant to this Award Agreement<br><br>during the six (6)-month period immediately following the Participant’s “separation<br><br>from service” (as defined for purposes of Code Section 409A, a “Separation from<br><br>Service”) will instead be paid on the first payroll date after the six (6)-month<br><br>anniversary of the Participant’s Separation from Service (or the Participant’s death,<br><br>if earlier).  Notwithstanding anything to the contrary in this Award Agreement, for<br><br>purposes of any provision of this Award Agreement providing for the settlement of<br><br>any shares of Common Stock upon or following a termination of employment or a<br><br>termination of Service that are considered “deferred compensation” under Code<br><br>Section 409A, references to the Participant’s “termination of employment” or<br><br>“termination of Service” (and corollary terms) will be construed to refer to the<br><br>Participant’s Separation from Service.  Each installment of Performance Shares that<br><br>vests under this Award Agreement (if there is more than one installment) will be<br><br>considered one of a series of separate payments for purposes of Code Section 409A.

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EXHIBIT B

Definitions

•“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.

•“Cause” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Cause” at the applicable time of determination, “Cause”

shall be as defined therein.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, “Cause” means

circumstances that would entitle RGLD Gold AG to terminate the Participant’s employment with

immediate effect for valid reasons pursuant to Article 337 of the Swiss Code of Obligations (or

any successor provision).

oIf the Participant is not party to a Service Provider Agreement, with respect to the Participant and

as determined by the Board, the Participant’s (a) gross negligence or willful misconduct in

connection with the performance of duties; (b) conviction of, or pleading guilty or nolo

contendere to, a criminal offense (other than minor offenses); or (c) material breach of any term

of any employment, consulting or other services, confidentiality, intellectual property, or non-

competition agreements, if any, between the Participant and the Company or an Affiliate.  Any

determination by the Board regarding whether an event constituting Cause has occurred shall be

final, binding, and conclusive.

•“Change in Control Protection Period” means the period beginning ninety (90) days prior to and

ending two (2) years after the occurrence of a Change in Control.

•“Involuntary Termination” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation, (a) the Participant’s Service is terminated by the Company without “Cause” (as

defined in such agreement) during the term of such agreement, or (b) the Participant resigns from

Service for “Good Reason” (as defined in such agreement) during the term of the Service

Provider Agreement.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, an “Involuntary

Termination” means the Participant’s Service or the Service Provider Agreement is terminated

without a reason justifying termination with immediate effect pursuant to the Participant’s

employment contract.

oIf the Participant is not party to a Service Provider Agreement, an “Involuntary Termination”

means a termination of the Participant’s Service by reason of (a) involuntary termination by the

Company for reasons other than Cause, or (b) the Participant’s resignation from the Company

following the first occurrence of the following: (1) a material diminution of the Participant’s base

compensation, (2) a material diminution in the Participant’s authority or responsibilities, or (3)

receipt of notice that the Company or its Affiliate employing the Participant will materially

change the geographic location at which the Participant provides services to the Company, such

that the office of the Company or its Affiliate serving as the Participant’s principal place of

employment will be relocated more than fifty (50) miles distant from the office of the Company

or its Affiliate serving as the Participant’s then-current principal place of employment

immediately prior to such relocation; provided in each case that the Participant has provided

13

written notice to the Company within forty (40) days of the initial occurrence, the Company has

had at least forty (40) days from the date on which such notice is received to cure such

circumstances and, if the Company has not cured such circumstances during that time, the

Participant resigns within ten (10) days of the expiration of the cure period.

•“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

•“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

•“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

•“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that such entity

could be considered as a subsidiary according to generally accepted accounting principles in the

United States of America.

•“Termination Date” means the date that a Participant ceases to provide Services.

RGLD-2025.12.31-Ex 10.22 ISO Agreement - Employees Exhibit 10.22

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

INCENTIVE STOCK OPTION

SUMMARY OF AWARD

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award of an incentive stock option to purchase the number of shares of Common Stock listed below,

subject to the restrictions and vesting conditions set forth below (the “Option”).  The Option is subject in

all respects to the terms and conditions set forth herein, in the Incentive Stock Option Award Agreement

attached hereto as Exhibit A (the “Award Agreement”), and in the Plan, each of which is incorporated

herein by reference and made a part hereof.  Unless otherwise defined herein or in Exhibit B hereto,

capitalized terms used in this Incentive Stock Option Summary of Award (the “Summary of Award”) and

the Award Agreement will have the meanings set forth in the Plan.

Participant
Grant Date
Number of Shares Underlying Option
Exercise Price
Vesting Schedule	The Participant’s right to exercise this Option will vest<br><br>[in three (3) equal annual installments beginning on the<br><br>first anniversary of the Grant Date] [or alternative<br><br>vesting schedule] (each, a “Vesting Date”). This Option<br><br>is only exercisable before it expires and then only with<br><br>respect to the vested portion of the Option.<br><br>The Board, in its sole discretion, has the authority to<br><br>make any determinations as to whether the conditions of<br><br>this Summary of Award and the Award Agreement have<br><br>been met.
Termination of Service and Forfeiture	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit the unvested portion of the<br><br>Option as of the Termination Date.

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Vesting Upon Termination after Long-Term<br><br>Service or Upon Retirement	If the Participant’s Service is terminated by the<br><br>Company or its Affiliates other than for Cause after the<br><br>Participant has provided fifteen (15) years of Service,<br><br>then the outstanding and unvested portion of the Option,<br><br>if any, will vest in full upon the Termination Date.<br><br>If the Participant’s Service is terminated due to the<br><br>Participant’s Retirement, an additional unvested portion<br><br>of the Option will vest upon the Termination Date,<br><br>equal to (a) the portion of the Option that would have<br><br>otherwise vested on the next scheduled Vesting Date,<br><br>multiplied by (b) a fraction with (i) a numerator equal to<br><br>the number of completed calendar months (rounded<br><br>down to the nearest whole month) that have elapsed<br><br>between the most recent Vesting Date (or if no vesting<br><br>has occurred, since the Grant Date) and the date the<br><br>Participant’s Service is terminated due to the<br><br>Participant’s Retirement, and (ii) a denominator equal to<br><br>the number of calendar months between the most recent<br><br>Vesting Date (or if no vesting has occurred, since the<br><br>Grant Date) and the next scheduled Vesting Date, with<br><br>the result rounded down to the nearest whole share.
Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control	If the Participant incurs an Involuntary Termination<br><br>within the Change in Control Protection Period, then<br><br>the outstanding and unvested portion of the Option, if<br><br>any, shall vest in full upon the Termination Date or if<br><br>the Termination Date is prior to the consummation of a<br><br>Change in Control, then the unvested portion of the<br><br>Option, if any, shall vest in full upon the date of the<br><br>consummation of the Change in Control.
Term	The Option will expire in any event at the close of<br><br>business at Company headquarters on the day of the<br><br>10th anniversary of the Grant Date, as set forth in this<br><br>Summary of Award.  The Option will expire earlier if<br><br>the Participant’s Service terminates, as described in this<br><br>Summary of Award.  Any portion of the Option that is<br><br>not exercisable at the time the Participant ceases to<br><br>provide Services shall immediately terminate.
Termination	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, other<br><br>than death, Disability or Cause, the unvested portion of<br><br>the Option will expire immediately and the vested<br><br>portion of the Option will expire at the close of business<br><br>at Company headquarters on the ninetieth (90th) day<br><br>after the Termination Date.
Termination for Cause	If the Participant’s Service is terminated for Cause, the<br><br>Participant shall immediately forfeit all rights to the<br><br>Option, including with respect to any vested shares of<br><br>Common Stock subject to the Option, and the Option<br><br>shall immediately expire.
Death	If the Participant’s Service terminates because of the<br><br>Participant’s death, the unvested portion of the Option<br><br>will expire immediately and the vested portion of the<br><br>Option will expire at the close of business at Company<br><br>headquarters on the date twelve (12) months after the<br><br>date of death.  During that twelve (12)-month period,<br><br>the Participant’s estate or heirs may exercise the vested<br><br>portion of the Option.<br><br>In addition, if the Participant dies during the ninety<br><br>(90)‑day period described in connection with a<br><br>termination of the Participant’s Service not on account<br><br>of the Participant’s death, Disability or Cause, and a<br><br>vested portion of the Option has not yet been exercised,<br><br>then the vested portion of the Option will instead expire<br><br>on the date twelve (12) months after the Termination<br><br>Date.  In such a case, during the period following the<br><br>Participant’s death up to the date twelve (12) months<br><br>after the Participant’s Termination Date, the<br><br>Participant’s estate or heirs may exercise the vested<br><br>portion of the Option.

3

Disability	If the Participant’s Service terminates because of the<br><br>Participant’s Disability, then the unvested portion of the<br><br>Option will expire immediately and the vested portion<br><br>of the Option will expire at the close of business at<br><br>Company headquarters on the date twelve (12) months<br><br>after the Participant’s Termination Date.
Notice of Exercise	When the Participant wishes to exercise the Option, the<br><br>Participant may do so through Shareworks.<br><br>Alternatively, the Participant may notify the Company<br><br>in writing, specifying the number of shares the<br><br>Participant wishes to purchase upon exercise of the<br><br>Option and how the shares of Common Stock should be<br><br>registered.  Any such notice will be effective when it is<br><br>received by the Company.<br><br>If someone else wants to exercise the Option after the<br><br>Participant’s death, that person must prove to the<br><br>Company’s satisfaction that such person is entitled to do<br><br>so.
Form of Payment of Exercise Price	When the Participant exercises the Option, the<br><br>Participant must include payment of the exercise price<br><br>for the shares of Common Stock the Participant is<br><br>purchasing.  Payment may be made in one (or a<br><br>combination) of the following forms:<br><br>By withholding shares of Common Stock<br><br>subject to the exercised Option that have a Fair<br><br>Market Value on the date of exercise equal to<br><br>the aggregate exercise price of the shares<br><br>underlying the Option, and the net number of<br><br>shares of Common Stock shall be distributed to<br><br>the Participant.<br><br>Cash, personal check, a cashier’s check, a<br><br>money order, wire transfer or another cash<br><br>equivalent acceptable to the Company.<br><br>Shares of Common Stock that are already<br><br>owned by the Participant.  The value of the<br><br>shares, determined as of the effective date of the<br><br>option exercise, will be applied to the exercise<br><br>price.<br><br>Unless otherwise specified by the Participant, payment<br><br>of the exercise price will be made by cash, personal<br><br>check, a cashier’s check, a money order, wire transfer or<br><br>another cash equivalent acceptable to the Company as<br><br>set forth in the second bullet above.

Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

4

EXHIBIT A

ROYAL GOLD, INC.

INCENTIVE STOCK OPTION AWARD AGREEMENT

(Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Grant of Incentive<br><br>Stock Option

Subject to the terms and conditions set forth in this Award Agreement, the<br><br>Summary of Award and in the Plan, the Company hereby grants the Participant<br><br>an Option to purchase the number of shares of Common Stock set forth in the<br><br>Summary of Award.<br><br>The Option is intended to be an incentive stock option under Section 422 of the<br><br>Code and will be interpreted accordingly.  If the aggregate Grant Date Fair<br><br>Market Value of the shares of Common Stock with respect to which the Option is<br><br>exercisable for the first time by the Participant during any calendar year, under<br><br>the Plan or any other stock option plan of the Company or a parent or subsidiary,<br><br>exceeds $100,000, then the Option, as to the excess, shall be treated as a<br><br>nonqualified stock option that does not meet the requirements of Section 422.  If<br><br>and to the extent that the Option fails to qualify as an incentive stock option under<br><br>the Code, the Option shall remain outstanding according to its terms as a<br><br>nonqualified stock option.<br><br>The Participant understands that incentive stock option tax treatment is available<br><br>only if the Option is exercised while the Participant is an employee of the<br><br>Company or a parent or subsidiary of the Company or within a period of time<br><br>specified in the Code after the Participant ceases to be an employee.  The<br><br>Participant understands that the Participant is responsible for the income tax<br><br>consequences of the Option, and, among other tax consequences, the Participant<br><br>understands that the Participant may be subject to the alternative minimum tax<br><br>under the Code in the year in which the Option is exercised.  The Participant is<br><br>advised to consult with the Participant’s own tax adviser regarding the tax<br><br>consequences of the Option.<br><br>The Participant agrees that the Participant shall immediately notify the Company<br><br>in writing if the Participant sells or otherwise disposes of any shares of Common<br><br>Stock issued upon the exercise of the Option and such sale or other disposition<br><br>occurs on or before the later of (i) two (2) years after the Grant Date or (ii) one<br><br>(1) year after the exercise of the Option.  The Participant also agrees to provide<br><br>the Company with any information requested by the Company with respect to<br><br>such sale or other disposition.

Delivery of Shares

The obligation of the Company to deliver shares of Common Stock upon exercise<br><br>of the Option shall be subject to all applicable laws, rules, and regulations and such<br><br>approvals by governmental agencies as may be deemed appropriate by the Board,<br><br>including such actions as Company counsel shall deem necessary or appropriate to<br><br>comply with relevant securities laws and regulations.

5

Transferability	Except as otherwise permitted under the Plan or as otherwise approved by the<br><br>Board, during the Participant’s lifetime, only the Participant (or, in the event of the<br><br>Participant’s legal incapacity or incompetency, the Participant’s guardian or legal<br><br>representative) may exercise the Option. The Participant may not otherwise sell,<br><br>assign, transfer, pledge or encumber the Option. Any attempted sale, assignment,<br><br>transfer, pledge or other encumbrance of the Option in violation of the Plan or this<br><br>Award Agreement shall be null and void and of no effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to the Option, and, in the event of a Change in Control or<br><br>Reorganization Event, the Board may take such actions as it deems appropriate<br><br>pursuant to the Plan.
Leave of Absence	The impact of any leave of absence on the Participant’s Service for purposes of this<br><br>Award Agreement will be determined in accordance with the Company’s policies<br><br>and procedures and applicable laws.
Taxes	All obligations of the Company under this Award Agreement shall be subject to<br><br>the rights of the Company as set forth in the Plan to withhold amounts required to<br><br>be withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to the Option.<br><br>To the extent the exercise of the Option is subject to withholding Taxes, unless<br><br>otherwise determined by the Board, the Company will withhold shares of<br><br>Common Stock subject to the vested portion of the Option to cover the applicable<br><br>Taxes required by law to be withheld, collected or accounted for with respect to<br><br>the Option.  To the extent not withheld in accordance with the immediately<br><br>preceding sentence or to the extent the number of shares withheld is not sufficient<br><br>to cover the obligation for Taxes, the Participant shall be required to pay to the<br><br>Company, or make other arrangements satisfactory to the Company to provide for<br><br>the payment of, any Taxes required to be withheld, collected or accounted for with<br><br>respect to the Option.<br><br>The Participant acknowledges that regardless of any action the Company (or any<br><br>of its Affiliates employing or retaining the Participant) takes with respect to any or<br><br>all Taxes, the ultimate liability for all Taxes legally due by the Participant is and<br><br>remains the Participant’s responsibility and that the Company (and its Affiliates)<br><br>(i) makes no representations or undertakings regarding the treatment of any Taxes<br><br>in connection with any aspect of the Option, including the grant, vesting or<br><br>delivery of the Option, and the subsequent sale of any shares of Common Stock<br><br>issued upon delivery; and (ii) does not commit to structure the terms of the grant<br><br>or any aspect of the Option to reduce or eliminate the Participant’s liability for<br><br>Taxes.  Further, if the Participant is subject to taxation in more than one<br><br>jurisdiction between the Grant Date and the date of any relevant taxable or tax<br><br>withholding event, as applicable, the Participant acknowledges that the Company<br><br>and/or the Participant’s employer (or former employer, as applicable) may be<br><br>required to withhold, collect or account for Taxes in more than one jurisdiction.

6

No Right to<br><br>Continued Service

None of the Option, the Summary of Award or this Award Agreement gives the<br><br>Participant the right to continued Service in any capacity.  The Company (and any<br><br>parent, Subsidiaries, or Affiliates) reserves the right to terminate the Participant’s<br><br>Service at any time and for any reason not prohibited by law.

Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation

In accepting the grant of the Option as specified in the Summary of Award and<br><br>this Award Agreement, the Participant acknowledges the following:<br><br>The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>The grant of the Option is voluntary and occasional and does not create<br><br>any contractual or other right to receive future grants of awards, or<br><br>benefits in lieu of awards, even if awards have been granted repeatedly in<br><br>the past.<br><br>All decisions with respect to future awards of Options or other awards, if<br><br>any, will be at the sole discretion of the Board.<br><br>The Participant is voluntarily participating in the Plan.<br><br>The value of any shares of Common Stock underlying the Option is an<br><br>extraordinary item of compensation outside the scope of the Participant’s<br><br>Service Provider Agreement, if any.<br><br>The Option and the underlying shares of Common Stock are not part of<br><br>the Participant’s normal or expected compensation or salary for any<br><br>purpose, including, but not limited to, calculating any severance,<br><br>resignation, termination, redundancy, end of service payments, bonuses,<br><br>long-service awards, pension or retirement benefits, welfare benefits or<br><br>similar payments.<br><br>The Option and the underlying shares of Common Stock are not intended<br><br>to replace any pension rights or compensation.<br><br>In the event that the Participant’s employer is not the Company, the grant<br><br>of the Option will not be interpreted to form an employment contract or<br><br>relationship with the Company and, furthermore, the grant of the Option<br><br>will not be interpreted to form an employment or services contract with<br><br>the Participant’s employer or any affiliate.<br><br>The future value of the underlying shares of Common Stock is unknown<br><br>and cannot be predicted with certainty.  As applicable, the Participant<br><br>understands that the Company is not responsible for any foreign exchange<br><br>fluctuation between the United States Dollar and the Participant’s local<br><br>currency that may affect the value of the Option.

7

Stockholder<br><br>Rights; Dividends	The Participant, or the Participant’s estate or heirs, has no rights as a stockholder of<br><br>the Company until the shares of Common Stock received pursuant to the exercise<br><br>of the Option have been issued.  No adjustments are made for dividends or other<br><br>rights if the applicable record date occurs before the Participant’s shares are issued,<br><br>except as described in the Plan.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any<br><br>successors or assigns of the Company and to the Company’s parents and Affiliates.<br><br>This Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.
Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.
The Plan	The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the<br><br>Plan.  The Summary of Award, this Award Agreement and the Plan constitute the<br><br>entire understanding between the Participant and the Company regarding the<br><br>Option.  Any prior agreements, commitments, or negotiations concerning the<br><br>Option are superseded.<br><br>This Option grant is subject to the provisions of the Plan and to interpretations,<br><br>regulations and determinations concerning the Plan established from time to time<br><br>by the Board in accordance with the provisions of the Plan, including, but not<br><br>limited to, provisions pertaining to (a) rights and obligations with respect to Taxes,<br><br>(b) the registration, qualification or listing of the shares of Common Stock issuable<br><br>upon exercise of the Option, (c) changes in capitalization of the Company, and (d)<br><br>other requirements of applicable law.  The Board shall have the authority to<br><br>interpret and construe the grant pursuant to the terms of the Plan, and its decisions<br><br>shall be conclusive as to any questions arising hereunder.
Data Privacy	The Participant hereby explicitly and unambiguously consents to the collection,<br><br>use and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Participant’s<br><br>employer, the Company and its Affiliates for the exclusive purpose of<br><br>implementing, administering and managing the Participant’s participation in the<br><br>Plan.<br><br>The Participant understands that the Participant’s employer, the Company and its<br><br>Affiliates, as applicable, hold certain personal information about the Participant<br><br>regarding the Participant’s Service, the nature and amount of the Participant’s<br><br>compensation and the facts and conditions of the Participant’s participation in the<br><br>Plan, including, but not limited to, the Participant’s name, home address,<br><br>telephone number and email address, date of birth, social security or insurance<br><br>number or other identification number, salary, nationality, job title, any shares of<br><br>stock or directorships held in the Company and its Affiliates, details of all awards<br><br>or any other entitlement to shares of stock awarded, canceled, exercised, vested,<br><br>unvested or outstanding in the Participant’s favor, for the purpose of<br><br>implementing, administering and managing the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data<br><br>by contacting the Participant’s local human resources representative.  The<br><br>Participant authorizes the recipients to receive, possess, use, retain and transfer the<br><br>Data, in electronic or other form, for the purposes of implementing, administering<br><br>and managing the Participant’s participation in the Plan, including any requisite<br><br>transfer of such Data as may be required to a broker or other third party.  The<br><br>Participant understands that the Data will be held only as long as is necessary to<br><br>implement, administer and manage Participant’s participation in the Plan.  The<br><br>Participant understands that the Participant may, at any time, view the Data,<br><br>request additional information about the storage and processing of the Data,<br><br>require any necessary amendments to the Data or refuse or withdraw the consents<br><br>herein, in any case without cost, by contacting in writing the Participant’s local<br><br>human resources representative.  The Participant understands, however, that<br><br>refusing or withdrawing the Participant’s consent may affect the Participant’s<br><br>ability to participate in the Plan.  For more information on the consequences of<br><br>refusal to consent or withdrawal of consent, the Participant understands that the<br><br>Participant may contact the Participant’s local human resources representative.
Certain<br><br>Dispositions	If the Participant sells or otherwise disposes of Common Stock issued pursuant to<br><br>the exercise of the Option sooner than the one (1)-year anniversary of the date the<br><br>Participant was issued the Common Stock, then the Participant agrees to notify the<br><br>Company in writing of the date of sale or disposition, the number of shares of<br><br>Common Stock sold or disposed of and the sale price per share within thirty (30)<br><br>days of such sale or disposition.

8

EXHIBIT B

Definitions

•“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.  For purposes of grants of Options, an entity may not be

considered an Affiliate unless the Company holds a Controlling Interest in such entity.

•“Cause” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Cause” at the applicable time of determination, “Cause”

shall be as defined therein.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, “Cause” means

circumstances that would entitle RGLD Gold AG to terminate the Participant’s employment with

immediate effect for valid reasons pursuant to Article 337 of the Swiss Code of Obligations (or

any successor provision).

oIf the Participant is not party to a Service Provider Agreement, with respect to the Participant and

as determined by the Board, the Participant’s (a) gross negligence or willful misconduct in

connection with the performance of duties; (b) conviction of, or pleading guilty or nolo

contendere to, a criminal offense (other than minor offenses); or (c) material breach of any term

of any employment, consulting or other services, confidentiality, intellectual property, or non-

competition agreements, if any, between the Participant and the Company or an Affiliate.  Any

determination by the Board regarding whether an event constituting Cause has occurred shall be

final, binding, and conclusive.

•“Change in Control Protection Period” means the period beginning ninety (90) days prior to and

ending two (2) years after the occurrence of a Change in Control.

•“Controlling Interest” has the meaning set forth in Treasury Regulation Sections 1.414(c)-2(b)(2)(i);

provided that (a) except as specified in clause (b) herein, an interest of “at least 50 percent” shall be

used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in

Treasury Regulation Sections 1.414(c)-2(b)(2)(i) and (b) where a grant of Options or SARs is based

upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an

interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury

Regulation Sections 1.414(c)-2(b)(2)(i).

•“Disability” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Disability” at the applicable time of determination,

“Disability” shall be as defined therein.

oIf the Participant is not party to a Service Provider Agreement that contains a definition of

“Disability” at the applicable time of determination, “Disability” means the inability of a

Participant to perform each of the essential duties of such Participant’s position by reason of a

medically determinable physical or mental impairment which is potentially permanent in

character or which can be expected to last for a continuous period of not less than twelve (12)

months.

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•“Fair Market Value” means:

oIf the Common Stock trades on a national securities exchange, the closing sale price (for the

primary trading session) on the relevant date or, if there were no trades on that date, the latest

preceding date upon which a sale was reported.

oIf the Common Stock does not trade on a national securities exchange, the average of the closing

bid and asked prices on the relevant date (or if there were no closing bid and asked prices on that

date, the latest preceding date upon which there were such prices) as reported by an over-the-

counter marketplace designated by the Board.

oIf the Common Stock is not publicly traded, the Board will determine the Fair Market Value

using any measure of value it determines to be appropriate (including, as it considers appropriate,

relying on appraisals) in a manner consistent with any reasonable valuation method authorized

under the Code.

•“Involuntary Termination” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation, (a) the Participant’s Service is terminated by the Company without “Cause” (as

defined in such agreement) during the term of such agreement, or (b) the Participant resigns from

Service for “Good Reason” (as defined in such agreement) during the term of the Service

Provider Agreement.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, an “Involuntary

Termination” means the Participant’s Service or the Service Provider Agreement is terminated

without a reason justifying termination with immediate effect pursuant to the Participant’s

employment contract.

oIf the Participant is not party to a Service Provider Agreement, an “Involuntary Termination”

means a termination of the Participant’s Service by reason of (a) involuntary termination by the

Company for reasons other than Cause, or (b) the Participant’s resignation from the Company

following the first occurrence of the following: (1) a material diminution of the Participant’s base

compensation, (2) a material diminution in the Participant’s authority or responsibilities, or (3)

receipt of notice that the Company or its Affiliate employing the Participant will materially

change the geographic location at which the Participant provides services to the Company, such

that the office of the Company or its Affiliate serving as the Participant’s principal place of

employment will be relocated more than fifty (50) miles distant from the office of the Company

or its Affiliate serving as the Participant’s then-current principal place of employment

immediately prior to such relocation; provided in each case that the Participant has provided

written notice to the Company within forty (40) days of the initial occurrence, the Company has

had at least forty (40) days from the date on which such notice is received to cure such

circumstances and, if the Company has not cured such circumstances during that time, the

Participant resigns within ten (10) days of the expiration of the cure period.

•“Retirement” means the Participant’s voluntary termination of Service either (a) on or after reaching

sixty-two (62) years of age, or (b) on or after reaching fifty-five (55) years of age after the Participant

has provided at least fifteen (15) years of Service.

•“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

10

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

•“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

•“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

•“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that (a) such

entity could be considered as a subsidiary according to generally accepted accounting principles in

the United States of America and (b) in the case of an award of Options or SARs, such award would

be considered to be granted in respect of “service recipient stock” as defined under Code Section

409A.

•“Termination Date” means the date that a Participant ceases to provide Services.

RGLD-2025.12.31-Ex 10.23 SARs Agreement - Stock Settled Exhibit 10.23

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

STOCK APPRECIATION RIGHTS - STOCK SETTLED

SUMMARY OF AWARD

Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as

amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),

this award of stock appreciation rights exercisable for the number of shares of Common Stock listed

below, subject to the restrictions and vesting conditions set forth below (the “SARs”).  The SARs are

subject in all respects to the terms and conditions set forth herein, in the Stock Appreciation Rights -

Stock Settled Award Agreement attached hereto as Exhibit A (the “Award Agreement”), and in the Plan,

each of which is incorporated herein by reference and made a part hereof.  Unless otherwise defined

herein or in Exhibit B hereto, capitalized terms used in this Stock Appreciation Rights - Stock Settled

Summary of Award (the “Summary of Award”) and the Award Agreement will have the meanings set

forth in the Plan.

Participant
Grant Date
Number of Shares of Common Stock Subject<br><br>to SARs
Measurement Price per share of Common<br><br>Stock	(At least 100% of Grant Date Fair Market Value)
Vesting Schedule	The Participant’s right to exercise the SARs will vest [in<br><br>three (3) equal annual installments beginning on the<br><br>first anniversary of the Grant Date] [or alternative<br><br>vesting schedule] (each a “Vesting Date”). The SARs<br><br>are only exercisable before they expire and then only<br><br>with respect to the vested portion of the SARs.<br><br>The Board, in its sole discretion, has the authority to<br><br>make any determinations as to whether the conditions of<br><br>this Summary of Award and the Award Agreement have<br><br>been met.
Termination of Service and Forfeiture	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, the<br><br>Participant will forfeit the unvested portion of the SARs<br><br>as of the Termination Date.

2

Vesting Upon Termination after Long-Term<br><br>Service or Upon Retirement	Participant’s Service is terminated due to the<br><br>Participant’s Retirement, and (ii) a denominator equal to<br><br>the number of calendar months between the most recent<br><br>Vesting Date (or if no vesting has occurred, since the<br><br>Grant Date) and the next scheduled Vesting Date, with<br><br>the result rounded down to the nearest whole share.
Vesting Upon Involuntary Termination of<br><br>Service in Connection with a Change in<br><br>Control	If the Participant incurs an Involuntary Termination<br><br>within the Change in Control Protection Period, then all<br><br>outstanding and unvested SARs, if any, shall vest in full<br><br>upon the Termination Date or if the Termination Date is<br><br>prior to the consummation of a Change in Control, then<br><br>all outstanding SARs, if any, shall vest in full upon the<br><br>date of the consummation of the Change in Control.
Term	The SARs will expire in any event at the close of<br><br>business at Company headquarters on the day of the<br><br>10th anniversary of the Grant Date, as set forth in this<br><br>Summary of Award.  The SARs will expire earlier if the<br><br>Participant’s Service terminates, as described in this<br><br>Summary of Award.  Any unvested SARs at the time<br><br>the Participant ceases to provide Services shall<br><br>immediately terminate.
Termination	Except as otherwise provided in this Summary of<br><br>Award, the Award Agreement or the Plan, if the<br><br>Participant’s Service terminates for any reason, other<br><br>than death, Disability or Cause, the Participant’s<br><br>unvested SARs will expire immediately and the<br><br>Participant’s vested SARs will expire at the close of<br><br>business at Company headquarters on the ninetieth<br><br>(90th) day after the Termination Date.
Termination for Cause	If the Participant’s Service is terminated for Cause, the<br><br>Participant shall immediately forfeit all rights to the<br><br>SARs, including with respect to any vested SARs, and<br><br>the SARs shall immediately expire.
Death	If the Participant’s Service terminates because of the<br><br>Participant’s death, the Participant’s unvested SARs<br><br>will expire immediately and the Participant’s vested<br><br>SARs will expire at the close of business at Company<br><br>headquarters on the date twelve (12) months after the<br><br>date of death.  During that twelve (12)-month period,<br><br>the Participant’s estate or heirs may exercise the vested<br><br>portion of the Participant’s SARs.<br><br>In addition, if the Participant dies during the ninety (90)<br><br>day period described in connection with a termination<br><br>of the Participant’s Service not on account of the<br><br>Participant’s death, Disability or Cause, and the<br><br>Participant’s vested SARs have not yet been exercised,<br><br>then such vested SARs will instead expire on the date<br><br>twelve (12) months after the Termination Date.  In such<br><br>a case, during the period following the Participant’s<br><br>death up to the date twelve (12) months after the<br><br>Participant’s Termination Date, the Participant’s estate<br><br>or heirs may exercise the Participant’s vested SARs.
Disability	If the Participant’s Service terminates because of the<br><br>Participant’s Disability, then the Participant’s unvested<br><br>SARs will expire immediately and the Participant’s<br><br>vested SARs will expire at the close of business at<br><br>Company headquarters on the date twelve (12) months<br><br>after the Participant’s Termination Date.

3

Exercise; Notice of Exercise

The SARs may only be exercised when the<br><br>Measurement Price is less than the Fair Market Value of<br><br>a share of Common Stock.<br><br>When the Participant wishes to exercise the SARs, the<br><br>Participant may do so through Shareworks.<br><br>Alternatively, the Participant may notify the Company<br><br>in writing, specifying the number of shares of Common<br><br>Stock regarding which the Participant wishes to exercise<br><br>the SARs and how the shares of Common Stock should<br><br>be registered.  Any such notice will be effective when it<br><br>is received by the Company.<br><br>If someone else wants to exercise the SARs after the<br><br>Participant’s death, that person must prove to the<br><br>Company’s satisfaction that such person is entitled to do<br><br>so.

Settlement

Upon the Participant’s exercise of the SARs, the<br><br>Company shall pay the Participant in shares of<br><br>Common Stock an amount equal to the positive<br><br>difference (if any) between the Fair Market Value of a<br><br>share of Common Stock on the exercise date and the<br><br>Measurement Price, multiplied by the number of SARs<br><br>being exercised.  Any fractional shares of Common

Participant Acceptance:

Please confirm acceptance of this award electronically by following the instructions on the

Participant’s personal web portal (currently hosted at Shareworks.solium.com).  The Participant’s

electronic signature indicates the Participant’s agreement to be bound by the terms of this

Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,

conclusive and final all decisions or interpretations of the Board upon any questions arising under

the Plan, this Summary of Award or the Award Agreement.  The Participant acknowledges

delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award

Agreement.  Additional copies of the Plan and the Plan Prospectus are available by contacting the

Company’s Corporate Secretary at corporatesecretary@royalgold.com.

Attachments:

2025 Incentive Plan (copies are available in Shareworks)

4

EXHIBIT A

ROYAL GOLD, INC.

STOCK APPRECIATION RIGHTS - STOCK SETTLED AWARD AGREEMENT

(Pursuant to the 2025 Incentive Plan)

This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with

this Award Agreement to the Participant named in the Summary of Award.  The Summary of Award is

incorporated herein by reference.

TERMS AND CONDITIONS

Grant of SARs	Subject to the terms and conditions set forth in this Award Agreement, the<br><br>Summary of Award and in the Plan, the Company hereby grants the Participant<br><br>SARs exercisable for the number of shares of Common Stock set forth in the<br><br>Summary of Award.
Delivery of Shares	The obligation of the Company to deliver shares of Common Stock upon exercise<br><br>of the SARs shall be subject to all applicable laws, rules, and regulations and such<br><br>approvals by governmental agencies as may be deemed appropriate by the Board,<br><br>including such actions as Company counsel shall deem necessary or appropriate to<br><br>comply with relevant securities laws and regulations.
Transferability	Except as otherwise permitted under the Plan or as otherwise approved by the<br><br>Board, during the Participant’s lifetime, only the Participant (or, in the event of the<br><br>Participant’s legal incapacity or incompetency, the Participant’s guardian or legal<br><br>representative) may exercise the SARs. The Participant may not otherwise sell,<br><br>assign, transfer, pledge or encumber the SARs. Any attempted sale, assignment,<br><br>transfer, pledge or other encumbrance of the SARs in violation of the Plan or this<br><br>Award Agreement shall be null and void and of no effect.
Changes in<br><br>Control and<br><br>Reorganization<br><br>Events	The provisions of the Plan applicable to a Change in Control or Reorganization<br><br>Event shall apply to the SARs, and, in the event of a Change in Control or<br><br>Reorganization Event, the Board may take such actions as it deems appropriate<br><br>pursuant to the Plan.
Leave of Absence	The impact of any leave of absence on the Participant’s Service for purposes of this<br><br>Award Agreement will be determined in accordance with the Company’s policies<br><br>and procedures and applicable laws.
Taxes	All obligations of the Company under this Award Agreement shall be subject to<br><br>the rights of the Company as set forth in the Plan to withhold amounts required to<br><br>be withheld, collected or accounted for with respect to any federal, state, local and<br><br>foreign tax, including but not limited to income taxes, employment taxes, social<br><br>insurance, social security, national insurance contributions, other contributions,<br><br>payroll taxes, payment on account obligations and other amounts (“Taxes”), if<br><br>applicable, relating to the SARs.<br><br>Unless otherwise determined by the Board, the Company will withhold shares of<br><br>Common Stock subject to the vested portion of the SARs to cover the applicable<br><br>Taxes required by law to be withheld, collected or accounted for with respect to<br><br>the SARs.  To the extent not withheld in accordance with the immediately<br><br>preceding sentence or to the extent the number of shares withheld is not sufficient<br><br>to cover the obligation for Taxes, the Participant shall be required to pay to the<br><br>Company, or make other arrangements satisfactory to the Company to provide for<br><br>the payment of, any Taxes required to be withheld, collected or accounted for with<br><br>respect to the SARs.<br><br>The Participant acknowledges that regardless of any action the Company (or any<br><br>of its Affiliates employing or retaining the Participant) takes with respect to any or<br><br>all Taxes, the ultimate liability for all Taxes legally due by the Participant is and<br><br>remains the Participant’s responsibility and that the Company (and its Affiliates)<br><br>(i) makes no representations or undertakings regarding the treatment of any Taxes<br><br>in connection with any aspect of the SARs, including the grant, vesting or delivery<br><br>of the SARs, and the subsequent sale of any shares of Common Stock issued upon<br><br>delivery; and (ii) does not commit to structure the terms of the grant or any aspect<br><br>of the SARs to reduce or eliminate the Participant’s liability for Taxes.  Further, if<br><br>the Participant is subject to taxation in more than one jurisdiction between the<br><br>Grant Date and the date of any relevant taxable or tax withholding event, as<br><br>applicable, the Participant acknowledges that the Company and/or the<br><br>Participant’s employer (or former employer, as applicable) may be required to<br><br>withhold, collect or account for Taxes in more than one jurisdiction.

5

No Right to<br><br>Continued Service	None of the SARs, the Summary of Award or this Award Agreement gives the<br><br>Participant the right to continued Service in any capacity.  The Company (and any<br><br>parent, Subsidiaries, or Affiliates) reserves the right to terminate the Participant’s<br><br>Service at any time and for any reason not prohibited by law.
Nature of Grant;<br><br>No Entitlement;<br><br>No Claim for<br><br>Compensation	In accepting the grant of the SARs as specified in the Summary of Award and this<br><br>Award Agreement, the Participant acknowledges the following:<br><br>The Plan is established voluntarily by the Company, it is discretionary in<br><br>nature and may be modified, amended, suspended or terminated by the<br><br>Company at any time.<br><br>The grant of the SARs is voluntary and occasional and does not create any<br><br>contractual or other right to receive future grants of awards, or benefits in<br><br>lieu of awards, even if awards have been granted repeatedly in the past.<br><br>All decisions with respect to future awards of SARs or other awards, if<br><br>any, will be at the sole discretion of the Board.<br><br>The Participant is voluntarily participating in the Plan.<br><br>The value of any shares of Common Stock underlying the SARs is an<br><br>extraordinary item of compensation outside the scope of the Participant’s<br><br>Service Provider Agreement, if any.<br><br>The SARs and the underlying shares of Common Stock are not part of the<br><br>Participant’s normal or expected compensation or salary for any purpose,<br><br>including, but not limited to, calculating any severance, resignation,<br><br>termination, redundancy, end of service payments, bonuses, long-service<br><br>awards, pension or retirement benefits, welfare benefits or similar<br><br>payments.<br><br>The SARs and the underlying shares of Common Stock are not intended<br><br>to replace any pension rights or compensation.<br><br>In the event that the Participant’s employer is not the Company, the grant<br><br>of the SARs will not be interpreted to form an employment contract or<br><br>relationship with the Company and, furthermore, the grant of the SARs<br><br>will not be interpreted to form an employment or services contract with<br><br>the Participant’s employer or any affiliate.<br><br>The future value of the underlying shares of Common Stock is unknown<br><br>and cannot be predicted with certainty.  As applicable, the Participant<br><br>understands that the Company is not responsible for any foreign exchange<br><br>fluctuation between the United States Dollar and the Participant’s local<br><br>currency that may affect the value of the SARs.<br><br>In consideration of the grant of the SARs, no claim or entitlement to<br><br>compensation or damages shall arise from termination of the SARs or<br><br>diminution in value of the SARs or any of the shares of Common Stock<br><br>issuable upon exercise of the SARs from termination of the Participant’s<br><br>Service by the Company or the Participant’s employer, as applicable (and<br><br>for any reason whatsoever and whether or not in breach of contract or<br><br>local labor laws), and the Participant irrevocably releases the Participant’s<br><br>employer, the Company and its Affiliates, as applicable, from any such<br><br>claim that may arise; if, notwithstanding the foregoing, any such claim is<br><br>found by a court of competent jurisdiction to have arisen, then, by signing<br><br>this Award Agreement, the Participant shall be deemed to have<br><br>irrevocably waived the Participant’s entitlement to pursue such claim.
Stockholder<br><br>Rights; Dividends	The Participant, or the Participant’s estate or heirs, has no rights as a stockholder of<br><br>the Company until the shares of Common Stock received pursuant to the exercise<br><br>of the SARs have been issued.  No adjustments are made for dividends or other<br><br>rights if the applicable record date occurs before the Participant’s shares are issued,<br><br>except as described in the Plan.
Assignment by<br><br>Company	The rights and protections of the Company hereunder shall extend to any<br><br>successors or assigns of the Company and to the Company’s parents and Affiliates.<br><br>This Award Agreement may be assigned by the Company without the Participant’s<br><br>consent.
Applicable Law	The validity and construction of this Award Agreement will be governed by, and<br><br>construed and interpreted in accordance with, the laws of the State of Delaware,<br><br>other than any conflicts or choice of law rule or principle that might otherwise refer<br><br>construction or interpretation of this Award Agreement to the substantive laws of<br><br>any other jurisdiction.

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The Plan

The text of the Plan is incorporated by reference into this Award Agreement.<br><br>Capitalized terms used but not defined in the Summary of Award (and Exhibit B<br><br>thereto) and this Award Agreement have the meanings ascribed to them in the<br><br>Plan.  The Summary of Award, this Award Agreement and the Plan constitute the<br><br>entire understanding between the Participant and the Company regarding the<br><br>SARs.  Any prior agreements, commitments, or negotiations concerning the SARs<br><br>are superseded.<br><br>This grant of SARs is subject to the provisions of the Plan and to interpretations,<br><br>regulations and determinations concerning the Plan established from time to time<br><br>by the Board in accordance with the provisions of the Plan, including, but not<br><br>limited to, provisions pertaining to (a) rights and obligations with respect to Taxes,<br><br>(b) the registration, qualification or listing of the shares of Common Stock issuable<br><br>upon exercise of the SARs, (c) changes in capitalization of the Company, and (d)<br><br>other requirements of applicable law.  The Board shall have the authority to<br><br>interpret and construe the grant pursuant to the terms of the Plan, and its decisions<br><br>shall be conclusive as to any questions arising hereunder.

Data Privacy

The Participant hereby explicitly and unambiguously consents to the collection,<br><br>use and transfer, in electronic or other form, of the Participant’s personal data as<br><br>described in this Award Agreement by and among, as applicable, the Participant’s<br><br>employer, the Company and its Affiliates for the exclusive purpose of<br><br>implementing, administering and managing the Participant’s participation in the<br><br>Plan.<br><br>The Participant understands that the Participant’s employer, the Company and its<br><br>Affiliates, as applicable, hold certain personal information about the Participant<br><br>regarding the Participant’s Service, the nature and amount of the Participant’s<br><br>compensation and the facts and conditions of the Participant’s participation in the<br><br>Plan, including, but not limited to, the Participant’s name, home address,<br><br>telephone number and email address, date of birth, social security or insurance<br><br>number or other identification number, salary, nationality, job title, any shares of<br><br>stock or directorships held in the Company and its Affiliates, details of all awards<br><br>or any other entitlement to shares of stock awarded, canceled, exercised, vested,<br><br>unvested or outstanding in the Participant’s favor, for the purpose of<br><br>implementing, administering and managing the Plan (the “Data”).<br><br>The Participant understands that the Data may be transferred to any third parties<br><br>assisting in the implementation, administration and management of the Plan, that<br><br>these recipients may be located in the Participant’s country, or elsewhere, and that<br><br>the recipient’s country may have different data privacy laws and protections than<br><br>the Participant’s country.  The Participant understands that the Participant may<br><br>request a list with the names and addresses of any potential recipients of the Data<br><br>by contacting the Participant’s local human resources representative.  The<br><br>Participant authorizes the recipients to receive, possess, use, retain and transfer the<br><br>Data, in electronic or other form, for the purposes of implementing, administering<br><br>and managing the Participant’s participation in the Plan, including any requisite<br><br>transfer of such Data as may be required to a broker or other third party.  The<br><br>Participant understands that the Data will be held only as long as is necessary to<br><br>implement, administer and manage Participant’s participation in the Plan.  The<br><br>Participant understands that the Participant may, at any time, view the Data,<br><br>request additional information about the storage and processing of the Data,<br><br>require any necessary amendments to the Data or refuse or withdraw the consents<br><br>herein, in any case without cost, by contacting in writing the Participant’s local<br><br>human resources representative.  The Participant understands, however, that<br><br>refusing or withdrawing the Participant’s consent may affect the Participant’s<br><br>ability to participate in the Plan.  For more information on the consequences of<br><br>refusal to consent or withdrawal of consent, the Participant understands that the<br><br>Participant may contact the Participant’s local human resources representative.

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EXHIBIT B

Definitions

•“Affiliate” means any entity or person that controls, is controlled by, or is under common control with

the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as

amended, including any Subsidiary.  For purposes of grants of SARs, an entity may not be considered

an Affiliate unless the Company holds a Controlling Interest in such entity.

•“Cause” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Cause” at the applicable time of determination, “Cause”

shall be as defined therein.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, “Cause” means

circumstances that would entitle RGLD Gold AG to terminate the Participant’s employment with

immediate effect for valid reasons pursuant to Article 337 of the Swiss Code of Obligations (or

any successor provision).

oIf the Participant is not party to a Service Provider Agreement, with respect to the Participant and

as determined by the Board, the Participant’s (a) gross negligence or willful misconduct in

connection with the performance of duties; (b) conviction of, or pleading guilty or nolo

contendere to, a criminal offense (other than minor offenses); or (c) material breach of any term

of any employment, consulting or other services, confidentiality, intellectual property, or non-

competition agreements, if any, between the Participant and the Company or an Affiliate.  Any

determination by the Board regarding whether an event constituting Cause has occurred shall be

final, binding, and conclusive.

•“Change in Control Protection Period” means the period beginning ninety (90) days prior to and

ending two (2) years after the occurrence of a Change in Control.

•“Controlling Interest” has the meaning set forth in Treasury Regulation Sections 1.414(c)-2(b)(2)(i);

provided that (a) except as specified in clause (b) herein, an interest of “at least 50 percent” shall be

used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in

Treasury Regulation Sections 1.414(c)-2(b)(2)(i) and (b) where a grant of Options or SARs is based

upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an

interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury

Regulation Sections 1.414(c)-2(b)(2)(i).

•“Disability” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation that contains a definition of “Disability” at the applicable time of determination,

“Disability” shall be as defined therein.

oIf the Participant is not party to a Service Provider Agreement that contains a definition of

“Disability” at the applicable time of determination, “Disability” means the inability of a

Participant to perform each of the essential duties of such Participant’s position by reason of a

medically determinable physical or mental impairment which is potentially permanent in

character or which can be expected to last for a continuous period of not less than twelve (12)

months.

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•“Fair Market Value” means:

•If the Common Stock trades on a national securities exchange, the closing sale price (for

the primary trading session) on the relevant date or, if there were no trades on that date,

the latest preceding date upon which a sale was reported.

•If the Common Stock does not trade on a national securities exchange, the average of the

closing bid and asked prices on the relevant date (or if there were no closing bid and

asked prices on that date, the latest preceding date upon which there were such prices) as

reported by an over-the-counter marketplace designated by the Board.

•If the Common Stock is not publicly traded, the Board will determine the Fair Market

Value using any measure of value it determines to be appropriate (including, as it

considers appropriate, relying on appraisals) in a manner consistent with any reasonable

valuation method authorized under the Code.

•“Involuntary Termination” means the following:

oIf the Participant is party to a Service Provider Agreement with the Company or with Royal Gold

Corporation, (a) the Participant’s Service is terminated by the Company without “Cause” (as

defined in such agreement) during the term of such agreement, or (b) the Participant resigns from

Service for “Good Reason” (as defined in such agreement) during the term of the Service

Provider Agreement.

oIf the Participant is party to a Service Provider Agreement with RGLD Gold AG, an “Involuntary

Termination” means the Participant’s Service or the Service Provider Agreement is terminated

without a reason justifying termination with immediate effect pursuant to the Participant’s

employment contract.

oIf the Participant is not party to a Service Provider Agreement, an “Involuntary Termination”

means a termination of the Participant’s Service by reason of (a) involuntary termination by the

Company for reasons other than Cause, or (b) the Participant’s resignation from the Company

following the first occurrence of the following: (1) a material diminution of the Participant’s base

compensation, (2) a material diminution in the Participant’s authority or responsibilities, or (3)

receipt of notice that the Company or its Affiliate employing the Participant will materially

change the geographic location at which the Participant provides services to the Company, such

that the office of the Company or its Affiliate serving as the Participant’s principal place of

employment will be relocated more than fifty (50) miles distant from the office of the Company

or its Affiliate serving as the Participant’s then-current principal place of employment

immediately prior to such relocation; provided in each case that the Participant has provided

written notice to the Company within forty (40) days of the initial occurrence, the Company has

had at least forty (40) days from the date on which such notice is received to cure such

circumstances and, if the Company has not cured such circumstances during that time, the

Participant resigns within ten (10) days of the expiration of the cure period.

•“Retirement” means the Participant’s voluntary termination of Service either (a) on or after reaching

sixty-two (62) years of age, or (b) on or after reaching fifty-five (55) years of age after the Participant

has provided at least fifteen (15) years of Service.

•“Service” means service qualifying the Participant as a Service Provider to the Company or an

Affiliate.  Unless otherwise provided by the Board, the Participant’s change in position with or duties

to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,

following such change, such Participant continues to be a Service Provider to the Company or an

Affiliate.  Subject to the preceding sentence, any determination by the Board whether a termination of

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Service has occurred for purposes of the Plan shall be final, binding, and conclusive.  If a Service

Provider’s employment or other Service relationship is with an Affiliate and the applicable entity

ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity

ceases to be an Affiliate unless the Service Provider continues employment or another Service

relationship to the Company or any other Affiliate, without interruption, upon such event.

•“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a

consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently

providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in

connection with the Company’s sale of securities in a capital-raising transaction and do not directly or

indirectly promote or maintain a market for the Common Stock.

•“Service Provider Agreement” means an employment, consulting or similar type of agreement entered

into by the Participant and the Company or an Affiliate of the Company.

•“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to

which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined

voting power of all classes of stock of any class or kind ordinarily having the power to vote for the

election of directors, managers, or other voting members of the governing body of such entity.  In

addition, any other entity may be designated by the Board as a Subsidiary, provided that (a) such

entity could be considered as a subsidiary according to generally accepted accounting principles in

the United States of America and (b) in the case of an award of Options or SARs, such award would

be considered to be granted in respect of “service recipient stock” as defined under Code Section

409A.

•“Termination Date” means the date that a Participant ceases to provide Services.

Document

        Exhibit 19.1

Insider Trading Policy

Introduction

Policy Statement

Royal Gold has adopted this policy to provide guidelines to its employees, officers, and directors with respect to trading in Royal Gold securities and the securities of companies with which Royal Gold has a business relationship.

Persons Covered by this Policy

This policy applies to all employees, officers, and directors of Royal Gold, Inc. and its subsidiaries, as well as their related persons (as defined below). We sometimes refer to these individuals as “insiders.” We may determine that other persons who have access to our material nonpublic information, such as contractors or consultants, should be considered insiders under this policy. In those cases, we will provide written notice to the individual that they are subject to this policy.

Individual Responsibility

As an insider of Royal Gold, you have ethical and legal obligations to not engage in securities transactions while you are aware of material nonpublic information and to not disclose material nonpublic information to others. You are responsible for complying with this policy and securities laws and ensuring that your related persons do the same. To preserve our reputation for adhering to the highest standards of conduct, it is also important for you and your related persons to avoid trading that may appear to be illegal or impermissible under our policies.

Securities transactions that become subject to scrutiny will be viewed after the fact with the benefit of hindsight. Before engaging in any transaction, you should carefully consider how regulators and others might view the transaction in hindsight.

Any action on the part of Royal Gold or individuals tasked with compliance or preapproval functions under this policy does not constitute legal advice or insulate you from liability under securities laws. For example, you are prohibited from trading in our securities while aware of material nonpublic information about us even if you received preclearance for the transaction under this policy.

Seeking Guidance

It is often difficult to determine whether: (i) a piece of information is material nonpublic information, or (ii) material nonpublic information exists of which you may be unaware. Any person who has any questions about specific transactions, including whether material nonpublic information exists at a time that a trade is being considered, may obtain additional guidance from the Chief Compliance Officer. However, the ultimate responsibility for avoiding improper transactions rests with the individual.

Penalties for Insider Trading

Insider trading is prohibited by U.S. federal and state laws and is enforced vigorously by the Securities and Exchange Commission (“SEC”) and federal and state enforcement authorities. Insider trading is also illegal in many other countries in which we do business. Punishment for insider trading can be severe

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and can include significant civil penalties and criminal fines, including jail time. In addition, any individual violating insider trading laws may be sued by other investors who purchased or sold securities at the same time. Disciplinary action, up to and including termination of service, may also be taken against any individual who violates this policy.

Definitions

“Material nonpublic information” is any material information that has not yet become publicly available. Information is material if a reasonable investor would consider it important in making a decision to buy, sell, or hold stock. Any information that could reasonably affect a company’s stock price, whether positive or negative, should be considered material. Examples of information that is often considered material include the following: earnings or other financial or operational information; projections of future earnings or other financial or operational information; changes in reserve estimates; property developments; pending or potential investments; news of a pending or proposed merger, acquisition, joint venture, divestiture, tender offer, or sale or purchase of assets; changes in business strategy; developments regarding litigation or government investigations; changes in dividend policy or the declaration of a stock split; equity or debt offerings; changes in management; balance sheet and ratings issues; discovery of a cybersecurity incident; and impending bankruptcy or financial liquidity problems. Material information may also include information originating outside of a company, such as planned sales or purchases of securities by a third party.

In determining whether information is material nonpublic information, you should ask yourself the following questions:

•    Has the information been disclosed to the public by press release or other means?

•    Does the information I have learned about Royal Gold make me want to buy or sell securities of Royal Gold?

•    If the newspaper published what I know, would it cause the value of the securities of Royal Gold to rise or fall?

•    How would the proposed trade appear to government prosecutors if it became the subject of an investigation?

It is not possible to define all categories of material information. You should recognize that the public, media, and courts may use hindsight in judging what is material. Therefore, it is important to err on the safe side and assume information is material if there is any doubt.

“Related persons” are (1) any family member who resides with you (including a spouse, child, child who is away at college, stepchild, grandchild, parent, stepparent, grandparent, sibling, or in-law), (2) anyone else who lives in your household, (3) any family member who does not reside with you but whose securities transactions are directed by you or subject to your influence or control (such as a parent, child, or other relative who consults with you before they trade in securities), and (4) any entity (such as a corporation, partnership, or trust) that is influenced or controlled by you.

“Securities” means all securities of an entity or its parent or subsidiaries, including common stock, restricted stock, restricted stock units, options, stock appreciation rights, performance shares, preferred

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stock, warrants, debt securities, and convertible notes, as well as any derivative securities (for example, puts or calls) relating to the stock, whether issued by the entity or an unrelated third party.

Our Policy

All provisions of this policy apply to you and your related persons. You are responsible for the compliance of your related persons with this policy and securities laws. It does not matter for purposes of this policy if you have not shared material nonpublic information with your related persons. Transactions by your related persons should be treated as if they are your transactions for purposes of complying with this policy and securities laws.

Confidentiality of Inside Information

Officers, directors, and employees who come into possession of material nonpublic information concerning Royal Gold must safeguard the information. Securities laws, as well as this policy and other Royal Gold policies, prohibit officers, directors, and employees from disclosing material nonpublic information concerning Royal Gold (or any other company to the extent such information is acquired in the course of employment with or service to Royal Gold) to any other person (including family members and friends), except when such disclosure is necessary to fulfill a business objective of Royal Gold.

Prohibition on Trading on the Basis of Material Nonpublic Information

You are prohibited from engaging in any transaction involving our securities while you are aware of material nonpublic information about Royal Gold. It does not matter whether you relied on or used the material nonpublic information in deciding to trade – if you are aware of material nonpublic information about us, the prohibition applies. You should avoid even the appearance of an improper transaction. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expense) are no exception.

This policy also applies to any elective transactions relating to securities under any investment or retirement plan, including the Royal Gold SARSEP.

You are also prohibited from engaging in any transaction involving the securities of any other company to which Royal Gold owes a duty of confidentiality while you are aware of material nonpublic information about that company obtained in the course of your employment with or service to us.

Tipping Material Nonpublic Information to Others

You must not pass material nonpublic information about Royal Gold (or any other company to which Royal Gold owes a duty of confidentiality to the extent such information is acquired in the course of employment with or service to Royal Gold) to others or otherwise make any unauthorized disclosure or use of this information, regardless of whether you profit or intend to profit by the disclosure or use. This practice, known as “tipping,” violates securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not trade.

You are prohibited from recommending any transaction in our securities to another person. Furthermore, you must not recommend any transaction in the securities of any other company to which Royal Gold owes a duty of confidentiality based on material nonpublic information about that company obtained in the course of your employment with or service to us.

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Any statement made on the internet or via social media about Royal Gold or another company may be seen as a recommendation to buy or sell securities. As a result, you may not post on the internet or via social media any information regarding Royal Gold or any other company to which we owe a duty of confidentiality, other than in authorized Royal Gold communications.

When Information is Public

The release of information to the media does not immediately mean that the information has become publicly available. Information is considered publicly available only when it has been released broadly to the marketplace (such as by a press release or an SEC filing) and the investing public has had time to absorb and evaluate it.

Information about Royal Gold will be considered public after the market closes on the first full trading day following its public release. As such, in cases where we release material nonpublic information, you may not engage in any transaction involving our securities until after the market closes on the first full trading day following release of that information.

For example:

Day Announcement Is Made	Day Trading Is First Permitted
Monday (after market)	Wednesday
Thursday (before market)	Friday

Additional Prohibited Transactions

We believe it is improper and inappropriate for insiders to engage in short-term or speculative transactions involving our securities. As such, you are prohibited from engaging in any of the following activities:

1.Trading on a short-term basis. Short-term trading of our securities may be distracting to the person and may unduly focus the person on our short-term stock market performance instead of our long-term business objectives. For these reasons, if you purchase our securities on the open market, you may not sell any securities of the same class during the six months following the purchase (or vice versa). With respect to officers and directors, the SEC’s “short-swing profit” rules provide that any profit realized from the purchase and sale (or sale and purchase) of our securities within a period of six months may be recovered in a court action brought by Royal Gold or a stockholder on our behalf.

2.Purchases of our securities on margin.

3.Short sales of our securities.

4.Buying or selling put or call options or other derivative securities relating to our securities.

5.Engaging in hedging or monetization transactions, such as collars, equity swaps, prepaid variable forwards, and exchange funds with respect to our securities.

6.Participating in investment clubs that invest in our securities.

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7.Holding our securities in a margin account.

8.Placing open orders of longer than five business days or ending after a trading window has closed, other than pursuant to a 10b5-1 plan as described below.

9.Pledging our securities as security for any obligation.

Reporting Obligations

Directors and certain officers of Royal Gold must also comply with the reporting obligations and limitations on short-swing transactions (i.e., a purchase followed by a sale or a sale followed by a purchase, in each case within the same six-month period) set forth in Section 16 of the Securities Exchange Act of 1934. The practical effect of these provisions is that directors and certain officers who purchase and sell Royal Gold’s securities within a six-month period must disgorge all profits to Royal Gold whether or not they had knowledge of any material nonpublic information. Under these provisions, and so long as certain other criteria are met, neither the receipt of an award under the Company’s equity incentive plans, nor the exercise of a stock option or stock appreciation right granted under the Company’s equity incentive plans is deemed a purchase under Section 16; however, the sale of any shares resulting from such receipt or exercise is a sale under Section 16. The rules for compliance with Section 16, and the filing of appropriate reports (e.g., Forms 3, 4, and 5) are quite complex, and you should follow the rules for preclearance of trades set forth below.

Preclearance Requirements and Blackout Periods

We have established the following additional procedures to assist in the administration of this policy, to facilitate compliance with securities laws, and to avoid the appearance of impropriety. These additional procedures apply to all employees, officers, directors, and other insiders, as well as their respective related persons.

Preclearance Requirements

You may trade in our securities or enter into written trading plans or arrangements regarding our securities only after preclearing the transaction with our Chief Compliance Officer, who will review the circumstances of the trade (including coordination with any stock purchase program Royal Gold may have underway). A preclearance request should be submitted to our Chief Compliance Officer at least three business days in advance of the proposed transaction and clearance will only be authorized for a period of up to five business days. To extend preclearance beyond five business days, an additional request for preclearance is required. When you make a request for preclearance, you should carefully consider whether you may be aware of any material nonpublic information about Royal Gold and should describe those circumstances fully to the Chief Compliance Officer. To comply with the prohibition on short-term trading, you must indicate in your request whether you have effected any transactions in our securities within the previous six months. If you seek preclearance and permission to engage in the proposed transaction is denied, you should refrain from initiating any transaction in Royal Gold securities and you should not inform any other person of the restriction. For directors and officers subject to our stock ownership guidelines, no transaction will be precleared if it would result in noncompliance with the guidelines immediately after the transaction.

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Preclearance for Gifts of Royal Gold Securities

This policy also applies to gifts. Gifts of Royal Gold securities may be made only after you have obtained preclearance of the gift from our Chief Compliance Officer as set forth above.

Quarterly Blackout Periods

You may not trade in our securities during any quarterly blackout period, regardless of whether you are aware of material nonpublic information at that time.

Our quarterly blackout period begins on the date that is two weeks prior to the last business day of each fiscal quarter and ends at the close of business one full business day after we release earnings for that quarter. The quarterly period when the blackout period is not in effect is referred to as our quarterly trading window.

Event-Specific Blackout Periods

From time to time, an event may occur that may be material to us and is known by only a few insiders. So long as the event remains material and nonpublic, any insider designated by our Chief Compliance Officer or CEO may not trade in our securities, regardless of whether the trading window is open. Our Chief Compliance Officer or CEO may notify you if you are subject to an event-specific blackout period and may do so without disclosing the reason for the restriction. The existence of an event-specific blackout period may not be announced to all insiders and should not be communicated to any other person. Even if the Chief Compliance Officer or CEO has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information.

Exceptions to the Policy

10b5-1 Plans

Rule 10b5-1(c) of the Securities Exchange Act of 1934 permits insiders to establish written trading plans (commonly referred to as “10b5-1 plans”) that can be useful in enabling them to plan ahead without fear that they might become exposed to material nonpublic information that will prevent them from trading. Where a valid 10b5-1 plan has been established or modified at a time when the insider was not in possession of material nonpublic information, trades executed under the plan do not violate this policy or securities laws even if the insider is in possession of material nonpublic information at the time the trade is executed. Trading under the plan must not begin until the later of (1) 90 days after the adoption of the plan or any modification of the plan, or (2) two business days following the disclosure of Royal Gold’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the plan, or any modification of the plan, was adopted.

Any 10b5-1 plan or any modification of the plan must be approved in advance by our Chief Compliance Officer. You must also comply with the preclearance requirements and blackout periods described above when you establish the plan. You should allow at least five business days for approval. Among the factors we may consider in reviewing a proposed 10b5-1 plan are the term of the plan; the schedule for sales; whether there is a requisite waiting period before trades under the plan may commence; whether there are any outstanding plans, contracts, or instructions for transactions in the stock of Royal Gold on the open market during the relevant period; whether the plan is a single trade plan; whether the plan

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includes the certifications required under Rule 10b5-1(c); and whether a prior plan has been terminated prior to its expiration date. We reserve the right to disapprove any proposed plan or modification to a plan or suspend or instruct you to terminate any plan that was previously approved. Any trades executed under an approved 10b5-1 plan are not subject to the preclearance requirements and blackout periods described above.

Exercises of Stock Options and Stock Appreciation Rights

This policy does not apply to exercises of non-transferable stock options or stock appreciation rights granted by us. In addition, this policy does not apply to the net exercise of stock options or stock appreciation rights granted by us, in which the Company retains a portion of the shares resulting from an exercise in satisfaction of the exercise price or tax obligations. However, this policy does apply to any subsequent sale or other transfer of the shares received upon exercise of stock options or stock appreciation rights and to broker-assisted cashless exercises of stock options or stock appreciation rights, in which a broker sells shares to generate the funds needed to satisfy the exercise price or tax obligations.

Vesting of Restricted Stock and Performance Share Awards

This policy does not apply to the vesting of restricted stock or performance share awards. This policy does apply to any market sale of shares underlying any restricted stock or performance share awards, including the sale of stock to satisfy tax obligations.

Post-Termination Transactions

This policy continues to apply to securities transactions and material nonpublic information even after you cease to be an insider. If you are aware of material nonpublic information when your relationship with Royal Gold terminates, you are prohibited from trading in our securities or disclosing the information to anyone else until that information is made public or is no longer material.

Administration of the Policy

This policy will be administered by the Compensation, Nominating, and Governance Committee of the Board of Directors of the Company. The Chief Compliance Officer will review this policy annually and will be responsible for suggesting any updates to the policy to the Compensation, Nominating, and Governance Committee.

* * * * * *

Approved by the Board of Directors effective as of August 19, 2025.

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Document

EXHIBIT 21.1

Royal Gold, Inc. and its Subsidiaries

As of December 31, 2025

Name	State / Province / <br>Country of<br>Incorporation	Ownership<br>Percentage
Royal Gold, Inc.	Delaware
Denver Mining Finance Company, Inc.	Colorado	100	%
Crescent Valley Partners, L.P.	Colorado	93.077	%
Royal Crescent Valley, LLC	Delaware	100	%
RG Royalties, LLC	Delaware	100	%
RG Goldrush, LLC	Delaware	100	%
RGLD Holdings, LLC	Delaware	100	%
RGLD Gold (Canada) ULC(1)	Alberta	100	%
International Royalty Corporation	Canada	100	%
4324421 Canada, Inc.	Canada	100	%
Labrador Nickel Royalty Limited Partnership	Ontario	90	%
1368445 B.C. Ltd	British Columbia	100	%
Inversiones Mineras Australes Holdings (BVI) Inc.	British Virgin Islands	100	%
Inversiones Mineras Australes S.A.(2)	Argentina	100	%
S.A. Targeted Investing Corp	Canada	100	%
Compania Minera Caserones	Chile	67.5	%
1363013 B.C. Ltd	British Columbia	100	%
Hod Maden Holdings Ltd	British Columbia	100	%
Mariana Resources Limited	Guernsey	100	%
Mariana Turkey Limited	Guernsey	100	%
Royal Gold International Holdings, Inc.	Delaware	100	%
RGLD UK Holdings Limited	United Kingdom	100	%
RGLD Gold AG	Switzerland	100	%
Royal Gold Corporation	Canada	100	%
Premier Royalty (U.S.A.) LLC	Delaware	100	%
Coral Resources, LLC	Nevada	100	%
Bridgeport Gold, LLC	Nevada	100	%
Sandstorm Metals & Energy (U.S.) LLC	Delaware	100	%

(1)Royal Gold, Inc. owns approximately 20.7078% and RGLD Holdings, LLC owns approximately 79.2922% of RGLD Gold (Canada) ULC.

(2)International Royalty Corporation owns approximately 5% and Inversiones Mineras Australes Holdings (BVI) Inc. owns approximately 95% of Inversiones Mineras Australes S.A.

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EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1) Registration Statement (Form S-4 No. 333-111590) of Royal Gold, Inc.,

2) Registration Statement (Form S-8 No. 333-209391) of Royal Gold, Inc.,

3) Registration Statement (Form S-8 No. 333-219378) of Royal Gold, Inc.,

4) Registration Statement (Form S-8 No. 333-252732) of Royal Gold, Inc.,

5) Registration Statement (Form S-3 No. 333-275264) of Royal Gold, Inc.,

6) Registration Statement (Form S-8 No. 333-287701) of Royal Gold, Inc.,

7) Registration Statement (Form S-8 No. 333-291288) of Royal Gold, Inc., and

8) Registration Statement (Form S-3 No. 333-291291) of Royal Gold, Inc.;

of our reports dated February 18, 2026, with respect to the consolidated financial statements of Royal Gold, Inc., and the effectiveness of internal control over financial reporting of Royal Gold, Inc., included in this Annual Report (Form 10-K) of Royal Gold, Inc. for the year ended December 31, 2025.

/s/ Ernst & Young LLP

Denver, Colorado

February 18, 2026

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EXHIBIT 31.1

CERTIFICATION

I, William Heissenbuttel, certify that:

(1)I have reviewed this Annual Report on Form 10-K of Royal Gold, Inc.;

(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 19, 2026

/s/ WILLIAM HEISSENBUTTEL
William Heissenbuttel
President and Chief Executive Officer
(Principal Executive Officer)

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EXHIBIT 31.2

CERTIFICATION

I, Paul Libner, certify that:

(1)I have reviewed this Annual Report on Form 10-K of Royal Gold, Inc.;

(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 19, 2026

/s/ PAUL LIBNER
Paul Libner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Royal Gold, Inc. (the “Company”), for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, William Heissenbuttel, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 19, 2026

/s/ WILLIAM HEISSENBUTTEL
William Heissenbuttel
President and Chief Executive Officer<br>(Principal Executive Officer)

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Royal Gold, Inc. (the “Company”), for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Paul Libner, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 19, 2026

/s/ PAUL LIBNER
Paul Libner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)