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): August 10, 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 August 10, 2023, Royal Gold issued a press release to provide an update on the potential acquisition of royalties on the Serrote and Santa Rita mines, noting that ACG Acquisition Company Ltd. (“ACG”) had announced that: (i) ACG continues to discuss potential improvements to its transaction structure with its anchor investors and Appian Capital Advisory LLP (“Appian”); (ii) ACG has not, however, reached agreement with the respective parties at this time; and (iii) if no agreement is reached, ACG’s acquisition of the entities owning the Serrote and Santa Rita mines will not complete; and (iv) the long-stop date to ACG’s acquisition is August 18, 2023, after which either of ACG or Appian may terminate the acquisition agreement (unless the long-stop date is extended by mutual agreement). A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into Item 7.01 by reference.

The information included in Exhibit 99.1 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 August 10, 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:  August 10, 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 Provides Update on Potential Acquisition of Royalties on the Serrote and Santa Rita Mines

DENVER, COLORADO. AUGUST 10, 2023: ROYAL GOLD, INC. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today that ACG Acquisition Company Ltd. (“ACG”) provided an update that (i) ACG continues to discuss potential improvements to its transaction structure with its anchor investors and Appian Capital Advisory LLP (“Appian”); (ii) ACG has not, however, reached agreement with the respective parties at this time; and (iii) if no agreement is reached, ACG’s acquisition of the entities owning the Serrote and Santa Rita mines will not complete. In addition, ACG noted that the long-stop date to ACG’s acquisition is August 18, 2023, after which either of ACG or Appian may terminate the acquisition agreement (unless the long-stop date is extended by mutual agreement). Royal Gold will provide an update as and when appropriate.

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 June 30, 2023, the Company owned interests on 181 properties on five continents, including interests on 40 producing mines and 20 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

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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XML

Document and Entity Information	Aug. 10, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 10, 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