8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2023

ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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. ☐

Item 7.01Regulation FD Disclosure.

On June 12, 2023, Royal Gold, Inc. (“Royal Gold”) issued a press release with information related to the execution by RG Royalties, LLC, a wholly owned subsidiary of Royal Gold, of a binding commitment letter to acquire new royalty interests on the producing Serrote copper-gold mine and the Santa Rita nickel-copper-PGM mine located in Brazil for total cash consideration of $250 million from ACG Acquisition Company, a special purpose acquisition company listed on the London Stock Exchange. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

On June 12, 2023, Royal Gold posted on the “Investor Relations” section of Royal Gold’s website, www.royalgold.com, an investor presentation that includes, among other matters, information related to the Serrote and Santa Rita mines and the proposed acquisition of the royalty interests. A copy of the investor presentation posted by Royal Gold is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference.

The information included in Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise stated in such filings. Similarly, the information on Royal Gold’s website shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 12, 2023 (furnished)
99.2	Investor Presentation dated June 12, 2023 (furnished)
104	Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Feb
	Royal Gold, Inc.
Dated:  June 13, 2023	By:	/s/ Laura B. Gill
		Name:	Laura B. Gill
		Title:	Vice President, Corporate Secretary and Chief Compliance Officer

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EX-99.1

Exhibit 99.1

Royal Gold Announces Commitment to Acquire Gold/Platinum/Palladium and Copper/Nickel Royalties on Producing Serrote and Santa Rita Mines in Brazil

DENVER, COLORADO. JUNE 12, 2023: ROYAL GOLD, INC. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today that its wholly-owned subsidiary RG Royalties, LLC, has entered into a binding commitment letter with ACG Acquisition Company Ltd. (“ACG”) to acquire new royalty interests on the producing Serrote and Santa Rita mines in Brazil for total cash consideration of $250 million, subject to satisfaction of certain conditions, including negotiation and execution of definitive documentation. The royalty interests consist of a gold royalty on the Serrote mine, a gold, platinum and palladium royalty on the Santa Rita mine, and a copper and nickel royalty on both the Serrote and Santa Rita mines (collectively, the “Royalties”).

ACG has agreed to acquire the Serrote and Santa Rita mines from funds advised by Appian Capital Advisory LLP (“Appian”), and Royal Gold has agreed to pay the cash consideration for the royalty interests upon the closing of the transaction between ACG and Appian, which is expected to occur by the end of July 2023, after the satisfaction of closing conditions. ACG will be renamed ACG Electric Metals upon completion of the acquisition of the mines from Appian.

“I am pleased to announce this proposed acquisition of royalties on two attractive producing mines,” commented Bill Heissenbuttel, President and CEO of Royal Gold. “Royal Gold’s financing is expected to play a significant role in the creation of ACG Electric Metals, and our role demonstrates the flexibility and attractiveness of our financing product.”

“This proposed acquisition meets our strategic criteria for investment,” continued Mr. Heissenbuttel, “as the royalties will provide predominantly precious metals revenue on producing mines that we believe have excellent long-term potential, are run by experienced local operating management complemented by seasoned corporate leadership, and are located in a mining-friendly jurisdiction. These assets, management team and jurisdiction will fit well within our existing portfolio, and our new relationship with ACG also has the potential to provide further growth opportunities in the future.”

Highlights of Proposed Acquisition

Royal Gold believes the proposed acquisition of the Royalties from ACG will provide the following benefits:

● Immediate and meaningful revenue contribution: The economic effective date of the transaction will be May 1, 2023. Royalty contributions to Royal Gold are expected to be approximately 8,000 gold equivalent ounces¹ (“GEOs”) for the period May 1 through December 31, 2023, and to average approximately 14,000 GEOs annually in the 5 years from 2024 through 2028.

● Diversified metal revenue: The Royalties are expected to provide a revenue mix weighted towards precious metals, with an approximate mix of 60% gold, 25% platinum and palladium, 10% nickel, and 5% copper for the first 5 years at current spot prices.

● Producing mines with proven operating teams in an established mining jurisdiction: Operations at Santa Rita restarted in 2019 followed by maiden production from Serrote in 2021, with significant investments in infrastructure by the current and previous owners. Local management has a history of successfully operating the mines, has a strong safety, environmental and social culture, and has positive relationships with supportive local communities.

● Significant long-term growth potential on large areas of interest: The areas of interest covered by the Royalties at both mines are substantial and include targets with high potential for exploration and production upside. At the Santa Rita mine, an underground expansion project could provide a 27-year extension to the mine life. At the Serrote mine, open pit resources outside of the base case mine plan could provide the potential to expand the existing pit and extend the mine life.

● ESG attributes enhance the Royal Gold portfolio: Both the Serrote and Santa Rita operations are forecasted to have low first quartile carbon emissions intensity² over the mine lives and are expected to improve the Royal Gold portfolio average for carbon emissions intensity, total energy intensity and safety statistics³.

¹ Gold equivalent ounces, or GEOs, are calculated as revenue for a period divided by the average gold price for that same period. Prices used for GEO projections are $1,970/oz gold, $1,000/oz platinum, $1,375/oz palladium, $3.65/lb copper and $9.25/lb nickel.

² Calculated life of mine emission intensity compared to 2020 global copper and nickel intensity curves compiled by Skarn Associates.

³ As compared to Royal Gold’s 2021 portfolio average greenhouse gas (GHG) emissions intensity of 0.74 tCO₂(eq)/GEO, total energy intensity of 14 GJ/GEO and total recordable incident frequency rate of 3.8 per million person hours worked.

● New relationship with growth-focused counterparty:ACG’s stated strategy for ACG Electric Metals is to grow production of critical metals to supply the western automotive industry. The commitment letter with ACG includes terms that provide Royal Gold with the ability to participate in the future growth of ACG Electric Metals through a right of first refusal on the sale of any streams or additional royalties on the Serrote and Santa Rita mines and a right of first offer on royalty and stream financing for any future projects acquired by ACG Electric Metals.

Overview of Proposed Acquisition

The commitment letter addresses the allocation of the purchase price for the Royalties to be purchased, the ESG contribution to be made by Royal Gold, the security for the obligations of ACG Electric Metals, the conditions to closing, and other terms, as summarized below.

Gold/Platinum/Palladium Royalties

At closing, Royal Gold will pay cash consideration of $215 million in return for:

● A gross smelter return royalty of 85% of the payable gold from the Serrote mine until achievement of a royalty revenue threshold of $250 million from this royalty, and 45% thereafter; and,

● A gross smelter return royalty of 64 ounces of gold, 135 ounces of platinum and 100 ounces of palladium for each 1 million pounds of payable nickel produced from the Santa Rita mine until the achievement of a royalty revenue threshold of $100 million from this royalty, at which point the royalty on gold will continue and the royalty on platinum and palladium will terminate. The initial royalty prior to reaching the revenue threshold represents approximately 85% of payable precious metals produced at Santa Rita.

Royalty revenue will be determined using fixed payabilities of 93% for gold at the Serrote mine and 86% for nickel at the Santa Rita mine.

The royalties will be effective as of May 1, 2023, and revenue to Royal Gold will be accrued from that date. There will be no deductions applicable to royalty payments. Royal Gold expects to receive royalty payments in the month following any payment made to ACG for concentrates from offtakers.

Copper/Nickel Royalty

At closing, Royal Gold will pay cash consideration of $35 million in return for a gross smelter return royalty on total payable copper and nickel production from the Serrote and Santa Rita mines at a rate of 0.50% during 2023 and 2024, 0.75% during 2025 and 1.10% thereafter until the achievement of a royalty revenue threshold of $90 million from this royalty, and 0.55% thereafter. Royalty revenue will be determined using fixed payabilities of 97% for copper at the Serrote mine, and 86% for nickel and 72% for copper at the Santa Rita mine.

The royalty will be effective as of May 1, 2023, and revenue to Royal Gold will be accrued from that date. There will be no deductions applicable to royalty payments. Royal Gold expects to receive royalty payments in the month following any payment made to ACG for metal or concentrates from offtakers.

ESG Contribution

Royal Gold will make a financial commitment of 0.25% of the annual royalty payments received to support programs benefiting the communities within the area of influence of each of the Serrote and Santa Rita mines.

Security

The interests of Royal Gold under the proposed royalty agreements will be secured by pledges of the direct and indirect ownership interests held by ACG in the Serrote and Santa Rita mines, subordinated to the interests of senior bank lenders who will provide ACG with a $225 million term loan and $75 million revolving credit facility. Royal Gold’s security interests will rank equally to those in support of royalties on Santa Rita held by Appian and La Mancha Resource Capital, LLP (“La Mancha”).

Other Key Terms of the Proposed Acquisition

The areas of interest for the Royalties will include the areas covered by the mineral rights at each of the Serrote and Santa Rita mines at the time of closing of the proposed acquisition.

Royal Gold will hold a right of first refusal on future royalty and stream opportunities within the areas of interest of the Serrote and Santa Rita mines, and prior to the achievement of all of the royalty thresholds described above, a right of first offer on future royalty and stream opportunities on any other mining projects acquired by ACG Electric Metals.

Upon the closing of the proposed acquisition of the Royalties, ACG Electric Metals will form an Independent Geotechnical and Hydrogeological Review Committee (the “IGHR Committee”) with a mandate to review design and operations, and provide technical advice and guidance, at both of the Serrote and Santa Rita open pits. The IGHR Committee is expected to have three members, including a senior technical representative from ACG Electric Metals

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and one independent expert appointed by each of ACG Electric Metals and Royal Gold. Royal Gold’s role on the IGHR Committee will be strictly advisory and Royal Gold will have no operating decision-making authority.

Appian will be restricted from soliciting senior personnel from the management teams of both the Serrote and Santa Rita mines for a period of 18 months after closing.

Conditions to Closing

Closing of our proposed acquisition of the Royalties will be conditional on the successful completion of the ACG transaction with Appian, a minimum working capital position for ACG at closing, and other closing conditions that are standard for transactions of this nature, including the negotiation and execution of definitive royalty and security agreements with ACG and an intercreditor agreement with the senior lenders.

Funding

Royal Gold will pay cash consideration of $250 million at closing, which Royal Gold expects to source from available cash resources and a draw of approximately $200 million on Royal Gold’s revolving credit facility assuming current metal prices. On June 6, 2023, Royal Gold repaid $100 million of the outstanding balance on the revolving credit facility, resulting in an outstanding balance of $400 million on that date.

Timing

Closing of the proposed acquisition of the Royalties is anticipated to occur by the end of July 2023, after completion of all conditions to closing.

Background on the ACG / Appian Transaction

ACG has announced a proposed transaction with subsidiaries of Appian to acquire the entities that own the Serrote and Santa Rita mines and certain shareholder loans for $1 billion in enterprise value sourced from a combination of royalty financing from Royal Gold, equity financing, a nickel prepay agreement and bank debt.

ACG will obtain minimum equity funding of $615 million, including strategic placements from Glencore plc, Stellantis N.V. and La Mancha, and a nickel prepay agreement to be provided by PowerCo SE, a subsidiary of Volkswagen Group, to help fund the ACG transaction with Appian. Royal Gold believes that the involvement of strategic investors of this caliber demonstrates the potential of the Serrote and Santa Rita mines to provide a secure and low carbon intensity supply of clean energy metals.

ACG will obtain bank financing in the form of a $225 million term loan and $75 million revolving credit facility, to be provided by a syndicate led by Citigroup, ING and SocGen, to help fund the ACG transaction with Appian.

Background on the Serrote and Santa Rita Mines

To support a listing on the London Stock Exchange, ACG contracted SLR Consulting (Canada) Ltd. to prepare a Competent Person’s Report (“CPRs”) on each of the Serrote and Santa Rita mines. These reports conform to the Financial Conduct Authority (FCA) Primary Market Technical Note 619.1 of the United Kingdom and are available on the ACG website at https://www.acgcorp.co.

Serrote Mine

Serrote is a copper/gold mining operation owned by Appian’s wholly-owned affiliate Mineração Vale Verde (“MVV”), and is situated in northeast Brazil in the State of Alagoas. The region offers good infrastructure, including water, power and highways to support development and operations, and multiple port options for concentrate shipment.

Originally explored in the 1980s, Appian acquired the Serrote project in 2018 and subsequently published a feasibility study with a plant capacity of 4.1 million tonnes per year. Construction began in 2019 and first concentrate was shipped in November 2021.

The CPR for the Serrote mine states that, as of December 2022, the Serrote mine hosted Proven and Probable Reserves of approximately 46.7 million tonnes at a copper grade of 0.58% and a gold grade of 0.10 grams per tonne, and Measured and Indicated Resources (inclusive of Reserves) consisted of approximately 96.7 million tonnes at a copper grade of 0.54% and a gold grade of approximately 0.10 grams per tonne. The existing reserve plan is expected to support production until 2034 and there is the potential to extend the mine life by expanding the pit to include resources from the large resource inventory. The last drill campaign included in the resource estimate was completed in May 2021. Additional drilling has since been carried out with the aim of extending the lifespan of the open pit reserve, and a pit expansion feasibility study is underway. There is additional exploration potential at near-mine targets and from nearby satellite feed sources. Preliminary economic assessments (“PEAs”) are currently underway for the Caboclo Rogério deposit, and the construction of an oxide processing plant, which has the potential to further expand near-term production by processing stockpiled oxide material.

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The CPR for the Serrote mine states that the mining rate averages approximately 30,000 tonnes per day at a strip ratio of 1.7:1. The processing facility has a capacity of 11,000 tonnes per day and uses conventional crushing, grinding and flotation to produce a copper concentrate containing by-product gold. Life of mine copper production is expected to average approximately 44 million pounds per year at an approximate 85% recovery rate and all-in sustaining cost (“AISC”) of approximately $1.85 per pound⁴. Gold recovery is targeted at 65% and gold accounts for approximately 7% of the expected revenue from the Serrote mine⁴.

Santa Rita Mine

Santa Rita is an open pit nickel sulphide mine located in Bahia State, Brazil, approximately 600 kilometers south of Serrote and is owned by Atlantic Nickel (“ATN”), a wholly-owned Appian affiliate. The mine is supported by grid power, paved road access, water supply from the De Contas River, and the nearby port of Ilhéus.

The Santa Rita deposit was discovered in 1976 with various companies carrying out work until production commenced in 2009. Operations were placed on care and maintenance by the previous owner in 2015 due to several factors including low metal prices. Appian acquired the mine in 2018 and following an optimization of the open pit mine plan and refurbishment of the processing plant, first concentrate was shipped in early 2020.

The CPR for the Santa Rita mine states that, as of December 2022, open pit Proven and Probable Reserves at Santa Rita consisted of approximately 34.8 million tonnes at a nickel sulphide grade of 0.31% and copper grade of 0.11%, and Measured and Indicated Resources (inclusive of Reserves) consisted of approximately 43.4 million tonnes at a nickel sulphide grade of 0.33% and copper grade of 0.12%. The open pit reserve is expected to support production until 2028.

The CPR presents a PEA on the underground potential at the Santa Rita mine. The underground inventory consists of an Indicated Resource of 105.8 million tonnes at a nickel sulfide grade of 0.54% and copper grade of 0.18%, along with a 130.9 million tonne Inferred Resource with comparable grades. The PEA contemplates mining approximately 141.7 million tonnes of the underground resource over a 27-year mine life using the sub-level caving mining method. An infill drill program and prefeasibility study on the underground project are currently underway.

Additional exploration potential includes open pit and underground targets identified at the existing Santa Rita mine as well as on a 46,000 hectare regional exploration portfolio. The most advanced of these targets is the Palestina project located approximately 25 kilometers from the Santa Rita processing plant. Work is currently underway to evaluate the potential to truck ore from Palestina to the Santa Rita plant to provide additional open pit feed during the transition from open pit mining to underground at the Santa Rita mine.

The CPR for the Santa Rita mine states that the current operations consist of open pit mining at a rate of 70,000 tonnes per day at a strip ratio of 2.8:1. The processing facility capacity is 17,800 tonnes per day and uses crushing, grinding and flotation to produce a nickel sulphide concentrate with by-product copper, cobalt, platinum, palladium, and gold. Nickel recovery is expected to range from approximately 82% to 85% over the open pit and underground mine life, respectively. Copper recovery is targeted at 75%. The open pit is expected to recover an average of 32 million pounds of nickel per year at an AISC of $5.26 per pound of nickel over the mine life⁵. The projected revenue over the open pit mine life is approximately 84% nickel, 9% copper and 2% cobalt, with the remaining 5% from platinum, palladium, and gold⁵.

Background on ACG

ACG is a special purpose acquisition company looking to benefit from favorable price conditions for new economy metals and other mining materials. On October 12, 2022, ACG raised proceeds of approximately $125 million in its initial public offering and listed on the London Stock Exchange.

Upon closing of the ACG transaction with Appian to acquire the Appian entities that own the Serrote and Santa Rita mines, ACG will be renamed ACG Electric Metals Limited. ACG Electric Metals will continue to be led by its Chief Executive Officer, Artem Volynets, and its Chief Financial Officer, Carole Whittall. Responsibility for the operation of the mines in Brazil will continue to be held by Paulo Castellari-Porchia and Milson Mundim, each an employee of Appian. Following completion of the ACG transaction with Appian, the full operating team in Brazil will join ACG Electric Metals. 

⁴ Assumes copper prices of $3.55/lb in 2023, $3.82/lb in 2024, $3.94/lb in 2025, $3.89/lb in 2026 and $3.59/lb thereafter; gold prices of $1,753/oz in 2023, $1,719/oz in 2024, $1,654/oz in 2025, $1,593/oz in 2026 and $1,615/oz thereafter; and US$/R$ exchange rate of 5.39 in 2023, 5.44 in 2024, 5.66 in 2025 and 5.55 thereafter, as disclosed in the CPR.

⁵ Assumes nickel prices of $9.87/lb in 2023, $9.46/lb in 2024, $9.61/lb in 2025, $9.13/lb in 2026 and $8.46/lb thereafter; copper prices of $3.55/lb in 2023, $3.82/lb in 2024, $3.94/lb in 2025, $3.89/lb in 2026 and $3.59/lb thereafter; cobalt prices of $25.58/lb in 2023, $27.70/lb in 2024, $27.37/lb in 2025, $26.43/lb in 2026 and $23.53/lb thereafter; gold prices of $1,753/oz in 2023, $1,719/oz in 2024, $1,654/oz in 2025, $1,593/oz in 2026 and $1,615/oz thereafter; platinum prices of $1,027/lb in 2023, $1,099/oz in 2024, $1,121/oz in 2025, $1,195/oz in 2026 and $1,140/oz thereafter; palladium prices of $1,977/oz in 2023, $1,763/oz in 2024, $1,544 in 2025, $1,325 in 2026 and $1,363/oz thereafter; and US$/R$ exchange rate of 5.39 in 2023, 5.44 in 2024, 5.66 in 2025 and 5.55 thereafter, as disclosed in the CPR.

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Corporate Profile

Royal Gold is a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties and similar production-based interests. As of March 31, 2023, the Company owned interests on 182 properties on five continents, including interests on 40 producing mines and 19 development stage projects. Royal Gold is publicly traded on the Nasdaq Global Select Market under the symbol “RGLD.” The Company’s website is located at www.royalgold.com.

For further information, please contact:

Alistair Baker

Vice President Investor Relations and Business Development

(720) 554-6995

Forward-Looking Statements: This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements about the benefits of the proposed acquisition of the Royalties; the expected closing dates for the proposed acquisition of the Royalties and the proposed ACG transaction with Appian; the expected role of Royal Gold’s financing in the creation of ACG Electric Metals; the long-term potential of the Serrote and Santa Rita mines; the potential for expansion of the mine life at the Santa Rita mine and the existing pit and mine life at the Serrote mine; the economic effective date of the proposed acquisition of the Royalties; the revenue mix to be provided by the Royalties; expected royalty contributions in GEOs from the Royalties; the forecasted low carbon emissions intensity over the mines lives and the enhancement of Royal Gold’s portfolio average for carbon emissions intensity, total energy intensity and safety statistics; the ability to participate in the future growth of ACG Electric Metals provided by a right of first refusal and a right of first offer; cash consideration for the proposed acquisition of the Royalties and the allocation of the cash consideration for each of the Royalties; the fixed payabilities used to determine the royalty revenue; the timing of the accrual and receipt of revenue; the lack of deductions from royalty payments; Royal Gold’s ESG contribution; security for the interests of Royal Gold under the proposed royalty agreements; the area of interests covered; the formation and membership of the IGHR Committee and Royal Gold’s role on the IGHR Committee; the restriction of Appian from soliciting senior management from the mines; conditioning of the proposed acquisition of the Royalties on the completion of the ACG transaction with Appian and other closing conditions; Royal Gold’s funding of the proposed acquisition; the repayment by Royal Gold of amounts borrowed under the revolving credit facility; the estimated amount and timing of royalty payments; our acquisition and capital allocation strategies; the expected operating and financial performance of the Serrote and Santa Rita mines, including production, drilling objectives, mine plans, environmental and feasibility studies, mine infrastructure and facilities, mineral resources and reserves, and development; the required amounts and sources of funding for the ACG transaction with Appian; estimated recovery rates, revenue, and AISC for each of the Serrote and Santa Rita mines; the involvement of certain strategic investors in the proposed ACG transaction with Appian and the potential of the Serrote and Santa Rita mines to provide a secure and low carbon intensity supply of clean energy metals; name change for ACG; management of ACG and the Serrote and Santa Rita mines; and the full operating team in Brazil joining ACG Electric Metals.

Forward-looking statements are based on current expectations, estimates and assumptions that involve risks and uncertainties that could cause actual results to differ materially from those projected. The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, a lower-price environment for gold, platinum, palladium, silver or copper; operating activities or financial performance of the Serrote and Santa Rita mines, including inaccuracies in ACG’s or the operator’s disclosures, variations between actual and forecasted performance, the operator’s ability to complete projects on schedule and as planned, the operator’s changes to mine plans and reserves and resources, the operator’s liquidity needs, mining hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, contractual issues involving our royalty agreement, or operational disruptions due to public health crises; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; adverse economic and market conditions; risks of doing business in foreign jurisdictions; changes in laws or regulations; the risk of litigation related to the proposed acquisition of the Royalties; the diversion of management time from ongoing business operations due to transaction-related issues; the volatility in commodity prices; competition, government regulation or other actions; and other risks detailed in Royal Gold’s Annual Report on Form 10-K for the yead ended December 31, 2022, available on Royal Gold’s website at royalgold.com and on the Securities and Exchange Commission website at http://www.sec.gov. Other unpredictable or unknown factors not discussed in this release could also have material adverse effects on forward-looking statements.

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Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

Statement Regarding Third-Party Information: Certain disclosures herein relating to the Serrote and Santa Rita mines are based on information publicly disclosed by ACG and Appian and information available in the public domain as at the date hereof. Royal Gold does not independently prepare or verify this information and does not have access to the property or sufficient data to do so and refers the reader to the disclosures of ACG and Appian.

This announcement is not an offer for sale of securities in the United States or in any other jurisdiction. No securities of ACG have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, within the United States except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has not been and will be no public offering of the securities of ACG in the United States.

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EX-99.2

Exhibit 99.2

Royal Gold Commits to Acquire Royalties on Serrote and Santa Rita Mines Producing base metal mines expected to provide attractive long-term precious metal royalty exposure June 12, 2023

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 2 | JUNE 12, 2023 Cautionary Statements Forward-Looking Statements: This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements about the benefits of the proposed acquisition of the royalties; the expected closing date; the potential for expansion of the mine life at the Serrote and Santa Rita mines; the royalty revenue, including the revenue mix and the timing of receipt of royalty payments; the expected tax rate on the royalty revenue; cash consideration for the proposed acquisition of the royalties and the allocation of the cash consideration for each of the royalties; the terms of the proposed acquisition of the royalties, including the fixed payabilities used to determine the royalty revenue, the lack of deductions from royalty payments, security for the interests of Royal Gold under the proposed royalty agreements, Royal Gold’s contribution to support programs for communities around the Serrote and Santa Rita mines, the formation and membership of an independent geotechnical and hydrogeological review committee, rights of first refusal and first offer, and closing conditions; Royal Gold’s plan to draw on its revolving line of credit to fund the proposed acquisition; the expected operating and financial performance of the Serrote and Santa Rita mines; the amounts and sources of funding for the ACG transaction with Appian; name change for ACG; the board and management of ACG; and Royal Gold’s acquisition and capital allocation strategies. Forward-looking statements are based on current expectations, estimates and assumptions that involve risks and uncertainties that could cause actual results to differ materially from those projected. The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, a lower-price environment for gold, platinum, palladium, silver or copper; operating activities or financial performance of the Serrote and Santa Rita mines, including inaccuracies in ACG’s or the operator’s disclosures, variations between actual and forecasted performance, the operator’s ability to complete projects on schedule and as planned, the operator’s changes to mine plans and reserves and resources, the operator’s liquidity needs, mining hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, contractual issues involving our royalty agreement(s), or operational disruptions due to public health crises; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; adverse economic and market conditions; risks of doing business in foreign jurisdictions; changes in laws or regulations; the risk of litigation related to the proposed acquisition of the royalties; the diversion of management time from ongoing business operations due to transaction-related issues; the volatility in commodity prices; competition, government regulation or other actions; and other risks detailed in Royal Gold’s Annual Report on Form 10-K for the yead ended December 31, 2022, available on Royal Gold’s website at royalgold.com and on the Securities and Exchange Commission website at http://www.sec.gov. Other unpredictable or unknown factors not discussed in this release could also have material adverse effects on forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements. Statement Regarding Third-Party Information: Certain disclosures herein relating to the Serrote and Santa Rita mines are based on information publicly disclosed by ACG and Appian and information available in the public domain as at the date hereof. Royal Gold does not independently prepare or verify this information and does not have access to the property or sufficient data to do so and refers the reader to the disclosures of ACG and Appian. This presentation is not an offer for sale of securities in the United States or in any other jurisdiction. No securities of ACG Acquisition Company Limited ("ACG") have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, within the United States except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has not been and will be no public offering of the securities of ACG in the United States.

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 3 | JUNE 12, 2023 ✓ People • ACG Acquisition Company Ltd., to be renamed ACG Electric Metals, is a London-listed base metals company with well-known and experienced management, formed to supply the western automotive industry • Financing partners include Stellantis and PowerCo, a subsidiary of Volkswagen • Brazilian operating team has extensive mining experience and long history of managing the Serrote and Santa Rita mines ✓ Place • Brazil is a mining friendly jurisdiction, the States of Alagoas and Bahia have well-established mining industries, and there is strong local community support for Serrote and Santa Rita • Skilled labor, power and transportation infrastructure are proximal ✓ Project • Royalty revenue expected to be 60% Au / 25% Pd+Pt / 10% Ni / 5% Cu for first 5 years • Mines are currently producing with excellent potential for mine life extensions: • Serrote reserve plan expected to support production until 2034; large resource inventory and satellite projects provide potential to extend the mine life • Santa Rita open pit reserve expected to support production until 2028; PEA on large resource indicates potential for 27-year underground mine life • Serrote and Santa Rita have successful operating histories with well-developed safety cultures and community relations programs • Competent Person’s Reports for Serrote and Santa completed by SLR Consulting (Canada) Ltd., available at https://www.acgcorp.co Proposed Acquisition Meets Royal Gold’s Investment Criteria Transaction on producing Serrote and Santa Rita mines expected to provide immediate and diversified revenue

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 4 | JUNE 12, 2023 Overview of Proposed Acquisition Transaction Details • RG Royalties, LLC, a wholly-owned subsidiary of Royal Gold, Inc., to acquire royalties: • $215M cash payable on closing in return for precious metal royalties: • Serrote – 85% of payable Au (93% payability) until $250M revenue threshold, and 45% thereafter • Santa Rita – (64oz Au + 135oz Pt + 100oz Pd) per 1M lb Ni produced (86% payability) until $100M revenue threshold, and 64 oz per 1M lb Ni produced thereafter • $35M cash payable on closing in return for base metal royalty on total payable Cu and Ni production from Serrote and Santa Rita (payabilities of 97% for Cu at Serrote, and 86% for Ni and 72% for Cu at Santa Rita) at a variable rate of: • 0.50% during 2023, 2024; 0.75% during 2025; 1.10% thereafter until $90M revenue threshold, and 0.55% thereafter • There are no deductions applicable to royalty payments • Economic effective date of May 1, 2023 Consideration and Financing • US$250M paid in cash at closing from available resources including an expected draw of approximately $200M on Royal Gold’s revolving credit facility, assuming current metal prices Unique Features • Royal Gold interest to cover large areas at Serrote (850 km2 ) and Santa Rita (4,200 km2 ) including all mineral rights at the time of closing • Royal Gold rights to include: • ROFRs over sale of royalty and stream interests on Serrote and Santa Rita • ROFO over sale of royalty and stream interests on any other projects acquired by ACG Electric Metals prior to achievement of all royalty revenue thresholds (as detailed above) • Nomination of one member to an Independent Geotechnical and Hydrogeological Review Committee to review and provide guidance on open pit design and operations at Serrote and Santa Rita • Royal Gold to make ESG contribution of 0.25% of the annual royalty payments received to support programs benefitting the communities within the area of influence of each of Serrote and Santa Rita

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 5 | JUNE 12, 2023 Overview of Proposed Acquisition (continued) Security • Royal Gold interests will be secured by pledges of the direct and indirect ownership interests held by ACG Electric Metals in the Serrote and Santa Rita mines, subordinated to the interests of senior bank lenders who have agreed to provide ACG with a $225 million term loan and $75 million revolving credit facility • Royal Gold’s security interests will rank equally to those in support of a 2.75% NSR royalty on Santa Rita retained by Appian Capital Advisory, LLP (“Appian”), and a 2.5% NSR royalty on production from Santa Rita granted to La Mancha Resource Capital, LLP Closing Conditions • Closing of the royalty acquisitions will be conditional on: • Successful completion of the ACG transaction with Appian • A minimum working capital position for ACG at closing • Various conditions which are standard for transactions of this nature including the negotiation of definitive royalty and security agreements with ACG and an intercreditor agreement with the senior lenders Expected Closing • By end of July 2023 Tax • Royalty revenue expected to be taxed directly in the USA • Combined Federal/State income tax rate of 24% Expected Revenue Timing • Royalty payments expected to be made in the month following any payment (either provisional or final) made to ACG for concentrates from offtakers • Shipments from Serrote and Santa Rita generally occur once per month

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 6 | JUNE 12, 2023 Santa Rita Overview* Nickel open pit mine with underground development potential in Bahia State, Brazil Source: Appian Capital Advisory LLP. All LoM metrics shown from 2023 to 2054. Notes: 1. Consensus model pricing assumed. As per 2023 Santa Rita CPR (as defined below). Technical information regarding the Santa Rita and the Serrote mine included in this presentation is based on a technical report on the Santa Rita mine dated April 2023 (the "2023 Santa Rita CPR") and a technical report on the Serrrote mine dated April 2023 (the "2023 Serrote CPR" and, together with the 2023 Santa Rita CPR, the "CPRs") each prepared by "competent persons", as defined in the Financial Conduct Authority Primary Market Technical Note 619.1. 2. Reserves include proven and probable reserves. 3. Resources include measured and indicated resources. 4. Excluding corporate G&A. 5. EBITDA range shown reflects a -/+10% sensitivity on broker consensus price decks, including: Nickel ($/lb)(2023: 9.87 / 2024: 9.46 / 2025: 9.61 / LT: 8.46); Copper ($/lb)(2023: 3.55 / 2024: 3.82 / 2025: 3.94 / LT: 3.59); Cobalt ($/lb)(2023: 25.58 / 2024: 27.70 / 2025: 27.37 / LT: 23.53); Gold ($/oz)(2023: 1,753 / 2024: 1,719 / 2025: 1,654 / LT: 1,615); Platinum ($/oz)(2023: 1,027 / 2024: 1,099 / 2025: 1,121 / LT: 1,140 ); Palladium ($/oz)(2023: 1,977 / 2024: 1,763 / 2025: 1,544 / LT:1,363). Based on asset level EBITDA. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA includes hedging gains / (losses) and is net of existing asset level royalties (including Appian Capital Advisory LLP’s 2.75% Net Smelter Return royalty on the open pit and underground). EBITDA excludes additional corporate third-party streams as part of the acquisition funding and excludes corporate G&A. 6. LoM total and average EBITDA are presented for the period of 2023 to 2054. *All information on this slide has been provided to Royal Gold by ACG Acquisition Company Ltd.

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 7 | JUNE 12, 2023 Serrote Overview* Copper/gold open pit mine in Alagoas State, Brazil Source: Appian Capital Advisory LLP. All LoM metrics shown from 2023 to 2034. Notes: 1. Consensus model pricing assumed. As per 2023 Serrote CPR report. 2. Reserves include proven and probable reserves. 3. Resources include measured and indicated resources. 4. EBITDA range shown reflects a -/+10% sensitivity on broker consensus price decks, including: Copper ($/lb)(2023: 3.55 / 2024: 3.82 / 2025: 3.94 / LT: 3.59); Gold ($/oz)(2023: 1,753 / 2024: 1,719 / 2025: 1,654 / LT: 1,615). Based on asset level EBITDA. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA includes hedging gains / (losses) and is net of existing asset level royalties. EBITDA includes a 35% gold GRR and excludes any additional corporate third-party streams agreed as part of the transaction. EBITDA excludes corporate G&A. LoM total and average EBITDA are presented for the period of 2023 to 2034. 5. Information is for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-IFRS financial measures are presented on a non-IFRS basis without reconciliation of such forward-looking non-IFRS measures. For more information around non-IFRS financial measures, see slide 2. *All information on this slide has been provided to Royal Gold by ACG Acquisition Company Ltd.

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 8 | JUNE 12, 2023 Long-Life NiEq Production* Combined production profile has expansion and extension potential Source: Appian Capital Advisory LLP. Notes 1 Cash cost shown on a nickel equivalent basis. Consensus real commodity prices: Nickel ($/lb)(2023: 9.87 / 2024: 9.46 / 2025: 9.61 / 2026: 9.13 / LT: 8.46); Copper ($/lb)(2023: 3.55 / 2024: 3.82 / 2025: 3.94 / 2026: 3.89 / LT: 3.59); Cobalt ($/lb)(2023: 25.58 / 2024: 27.70 / 2025: 27.37 / 2026: 26.43 / LT: 23.53); Gold ($/oz)(2023: 1,753 / 2024: 1,719 / 2025: 1,654 / 2026: 1,593 /LT: 1,615); Platinum ($/oz)(2023: 1,027 / 2024: 1,099 / 2025: 1,121 / 2026: 1,195 / LT: 1,140 ); Palladium ($/oz)(2023: 1,977 / 2024: 1,763 / 2025: 1,544 / 2026: 1,325 / LT: 1,363).Based on Wood Mackenzie’s 2023 Nickel Industry C1 Cash Cost curve on a by-product basis. 2 The contents of this slide do not reflect certain upsides such as extension of mine life at MVV and extension of the life of the open pit at Atlantic Nickel. • Serrote • Open pit production expected to continue through 2034 • Caboclo-Rogério deposit could provide future additional ore source and extend mine life • Oxide processing plant could provide expanded production from stockpiled oxide material • Santa Rita • Open pit production expected to continue through 2028 • Transition to underground project expected starting in 2027 • Underground production expected to have 27 year mine life *Payable production and C1 cast cost details have been provided to Royal Gold by ACG Acquisition Company Ltd.

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 9 | JUNE 12, 2023 Potential for Resource Conversion* Future resource conversion at Santa Rita and Serrote provides potential for mine life extensions *All information on this slide has been provided to Royal Gold by ACG Acquisition Company Ltd.

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 10 | JUNE 12, 2023 Potential for Further Growth from Regional Exploration* Future resource and production growth potential exists on large and relatively unexplored land packages *All information on this slide has been provided to Royal Gold by ACG Acquisition Company Ltd.

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 11 | JUNE 12, 2023 ACG Electric Metals Overview London-listed base metals company formed to provide security of supply, full supply-chain accountability and low carbon emissions products to industrial customers • ACG Acquisition Company Limited (“ACG”) is a special purpose acquisition company • ACG raised proceeds of approximately $125M in its initial public offering and listed on the London Stock Exchange on October 12, 2022 • ACG will be renamed ACG Electric Metals upon completion of the acquisition of the entities that own the Serrote and Santa Rita mines • Management and Board: • Extensive prior experience from senior roles with UC Rusal, Arcelor Mittal Mining, Anglo American, Valé, Kinross, Alcoa, Rothschild & Co., CEF Holdings • Capital structure at closing expected to include: • $250M – royalty finance (RG Royalties, LLC) • $225M – senior debt (underwritten by Citigroup, ING, Société Générale) • $100M – prepayment facility (PowerCo, a subsidiary of Volkswagen) • $615M – equity (from sources including Glencore, La Mancha, Stellantis; existing investors; and new investors)

ROYAL GOLD, INC. | SERROTE AND SANTA RITA ROYALTY ACQUISITIONS 12 | JUNE 12, 2023 Serrote and Santa Rita Royalties Fit Our Acquisition Criteria ✓ People ACG Electric Metals is a high-quality, well-capitalized and growth-focused counterparty with experienced management ✓ Place Brazil is a mining friendly jurisdiction and Serrote and Santa Rita enjoy strong local community support ✓ Project Serrote and Santa Rita royalties provide de-risked revenue and long term exposure to future production and exploration growth Serrote and Santa Rita royalties are expected to be immediately accretive to cash flow Two producing base metal mines with precious metals credits provide revenue diversification

Tel. 303.573.1660 investorrelations@royalgold.com www.royalgold.com

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Document and Entity Information	Jun. 12, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2023
Entity File Number	001-13357
Entity Registrant Name	ROYAL GOLD, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-0835164
Entity Address State Or Province	CO
Entity Address, Address Line One	1144 15th Street, Suite 2500
Entity Address, City or Town	Denver
Entity Address, Postal Zip Code	80202-2686
City Area Code	303
Local Phone Number	573-1660
Title of 12(b) Security	Common Stock
Trading Symbol	RGLD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000085535
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false