ROYAL GOLD INC
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
RGLD$274.57-2.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. Exhibits and Financial Statement Schedules
(a) Financial Statements
Index to Financial Statements
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|---|---|---|
| | | Page |
| Report of Independent Registered Public Accounting Firm | | Error! Bookmark not defined. |
| Consolidated Balance Sheets | | 83 |
| Consolidated Statements of Operations and Comprehensive Income | | 84 |
| Consolidated Statements of Changes in Equity | | 85 |
| Consolidated Statements of Cash Flows | | 86 |
| Notes to Consolidated Financial Statements | | 87 |
(b) Exhibits
| ExhibitNumber | | Description |
| | | |
| 3.1 | | Restated Certificate of Incorporation, as amended through May 26, 2023 (filed as Exhibit 3.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 2, 2023, and incorporated herein by reference) |
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| 3.2 | | Amended and Restated Bylaws, as of March 2, 2023 (filed as Exhibit 3.1(a) to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
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| 4.1* | | Description of capital stock |
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| 10.1 | | Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 6, 2017, and incorporated herein by reference) |
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| 10.2 | | Amendment and Consent to Revolving Facility Credit Agreement, dated May 15, 2018, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.38 to Royal Gold’s Annual Report on Form 10-K filed on August 9, 2018, and incorporated herein by reference) |
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| 10.3 | | Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 6, 2019, and incorporated herein by reference) |
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| 10.4 | | Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference) |
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| 10.5 | | Fourth Amendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference) |
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| 10.6 | | Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 30, 2023, and incorporated herein by reference) |
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| 10.7▲ | | Royal Gold Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference) |
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| 10.8▲ | | Form of Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference) |
| ExhibitNumber | | Description |
|---|---|---|
| | | |
| 10.9▲ | | Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference) |
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| 10.10▲ | | Retirement Letter Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.1 Royal Gold’s Current Report on Form 8-K filed on September 18, 2023, and incorporated herein by reference). |
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| 10.11▲ | | Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on September 18, 2023, and incorporated herein by reference). |
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| 10.12▲ | | Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on January 7, 2019, and incorporated herein by reference). |
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| 10.13▲ | | Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2021, and incorporated herein by reference) |
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| 10.14▲ | | Form of Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on April 11, 2022, and incorporated herein by reference) |
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| 10.15▲ | | Form of [First][Second] Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on May 25, 2022, and incorporated herein by reference) |
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| 10.16▲ | | Form of Amended and Restated Indemnification Agreement entered into between Royal Gold, Inc. or certain subsidiaries and the directors and executive officers of Royal Gold, Inc. or its wholly owned subsidiaries (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on February 16, 2023, and incorporated herein by reference) |
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| 10.17▲ | | 2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference) |
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| 10.18▲ | | Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) |
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| 10.19▲ | | Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference) |
| | | |
| ExhibitNumber | | Description |
|---|---|---|
| 10.20▲ | | Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
| | | |
| 10.21▲ | | Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) |
| | | |
| 10.22▲ | | Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference) |
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| 10.23▲ | | Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
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| 10.24▲ | | Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
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| 10.25▲ | | Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
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| 10.26▲ | | Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.7 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) |
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| 10.27▲ | | Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference) |
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| 10.28▲ | | Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
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| 10.29▲ | | Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) |
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| 10.30▲ | | Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) |
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| 21.1* | | Royal Gold and Its Subsidiaries |
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| 23.1* | | Consent of Independent Registered Public Accounting Firm |
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| ExhibitNumber | | Description |
|---|---|---|
| 10.20▲ | | Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
| | | |
| 10.23▲ | | Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
| | | |
| 10.28▲ | | Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2023, and incorporated herein by reference) |
| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 97.1* | | Incentive Compensation Recoupment Policy |
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| 101* | | The following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, 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 |
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| 104* | | The cover page from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101) |
| * | Filed or furnished herewith. |
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| ▲ | Identifies a management contract or compensation plan or arrangement. |
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