UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year Ended
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Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
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Registrant’s telephone number, including area code
(
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol |
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Name of the Exchange on which Registered |
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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.
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
☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Accelerated filer ☐ |
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Non-accelerated filer ☐ |
Smaller reporting company
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Emerging growth company
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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. ☐
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.
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.
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). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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, 2023, as reported on the Nasdaq Global Select Market was $
There were
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 2024 annual meeting of stockholders to be filed within 120 days after December 31, 2023.
INDEX
2
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 (“MD&A”), of this report.
Royal Gold does not own, develop, or mine the properties on which it holds stream or royalty interests. Certain information provided in this report about operating properties in which we hold interests, including information about mineral reserves, mineral resources, historical production, production estimates, 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 reports filed by 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
Change in Fiscal Year
On August 9, 2021, our Board of Directors approved a change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021. As a result, this Annual Report on Form 10-K (this “Form 10-K”) includes financial information for the transition period from July 1, 2021, through December 31, 2021. Prior to the six months ended December 31, 2021, our fiscal year ended on June 30. References in this report to the “transition period” refer to the six-month period ended December 31, 2021.
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 highlights and developments for our business for the year ended December 31, 2023 were as follows:
| ● | During calendar year 2023 we repaid $325 million under our revolving credit facility. At December 31, 2023, we had $250 million outstanding under our $1.0 billion revolving credit facility and had cash and equivalents of $104 million. |
3
| ● | We had revenue of $605.7 million for the year ended December 31, 2023, compared to $603.2 million for the comparable prior year period. |
| ● | We generated $415.8 million of net operating cash flow for the year ended December 31, 2023, compared to $417.3 million for the comparable prior year period. |
| ● | We increased our calendar year dividend to $1.60 per basic share, which is paid in quarterly installments throughout calendar year 2024. This represents a 7% increase compared with the dividend paid during calendar year 2023. |
Certain Definitions
Development stage property . A property that has mineral reserves disclosed but no material extraction.
Dollar or “$”: Refers to U.S. dollars. We refer to Canadian dollars as C$.
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 PM 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 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 Metals 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, as defined in Subpart 1300 of Regulation S-K (“SK1300”), 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.
4
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.
Mineralized material: A term used for reporting historically that refers to that part of a mineral system that has potential economic significance but is not included in the proven and probable reserve estimates until further drilling and metallurgical work is completed, and until other economic and technical feasibility factors based on such work have been resolved.
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, 2023, we owned nine stream interests, which are on eight production stage properties and one development stage property. Stream interests accounted for 69% of our total revenue for the years ended December 31, 2023 and 2022, and 66% and 69% of our total revenue for the six months ended |
5
| December 31, 2021, and the fiscal year ended June 30, 2021, respectively. 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, 2023, we owned royalty interests on 29 production stage properties, 21 development stage properties and 119 exploration stage properties, of which we consider 52 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 31% of our royalty revenue for the years ended December 31, 2023 and 2022, and 34%, and 31% of our total revenue for the six months ended December 31, 2021, and fiscal year ended June 30, 2021, respectively. |
Our long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table (amounts are in thousands):
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As of December 31, 2023 |
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As of December 31, 2022 |
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Total stream |
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Total stream |
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Stream |
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Royalty |
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and royalty |
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Stream |
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Royalty |
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and royalty |
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interest |
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interest |
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interests, net |
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interest |
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interest |
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interests, net |
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Canada |
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$ |
461,398 |
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$ |
614,900 |
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$ |
1,076,298 |
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$ |
511,957 |
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$ |
620,549 |
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$ |
1,132,506 |
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Dominican Republic |
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311,050 |
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— |
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311,050 |
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320,867 |
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— |
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320,867 |
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Africa |
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264,529 |
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321 |
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264,850 |
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299,722 |
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321 |
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300,043 |
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Chile |
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222,629 |
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224,116 |
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446,745 |
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236,312 |
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224,116 |
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460,428 |
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United States |
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— |
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794,891 |
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794,891 |
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— |
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823,203 |
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823,203 |
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Mexico |
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— |
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41,803 |
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41,803 |
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— |
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50,156 |
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50,156 |
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Australia |
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— |
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21,288 |
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21,288 |
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— |
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22,120 |
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22,120 |
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Rest of world |
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92,010 |
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26,639 |
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118,649 |
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101,440 |
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26,639 |
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128,079 |
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Total |
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$ |
1,351,616 |
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$ |
1,723,958 |
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$ |
3,075,574 |
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$ |
1,470,298 |
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$ |
1,767,104 |
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$ |
3,237,402 |
6
Our reportable segments for purposes of assessing performance for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021, respectively, are shown below (amounts are in thousands):
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Year Ended December 31, 2023 |
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Revenue |
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Cost of sales (1) |
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Production taxes |
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Depletion (2) |
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Segment gross profit (3) |
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Stream interests |
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Canada |
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$ |
196,961 |
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$ |
41,624 |
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$ |
— |
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$ |
50,559 |
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$ |
104,778 |
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Dominican Republic |
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76,247 |
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|
22,339 |
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— |
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|
9,817 |
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|
44,091 |
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Africa |
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|
70,757 |
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|
14,319 |
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— |
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|
35,193 |
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|
21,245 |
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Chile |
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|
48,920 |
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|
7,225 |
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— |
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|
13,683 |
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|
28,012 |
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Rest of world |
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|
25,395 |
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|
5,016 |
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— |
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|
11,869 |
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|
8,510 |
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Total stream interests |
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|
418,280 |
|
|
90,523 |
|
|
— |
|
|
121,121 |
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|
206,636 |
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|
|
|
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|
|
|
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Royalty interests |
|
|
|
|
|
|
|
|
|
|
|
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United States |
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$ |
123,690 |
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$ |
— |
|
$ |
6,232 |
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$ |
28,551 |
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$ |
88,907 |
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Mexico |
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25,754 |
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— |
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|
— |
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8,353 |
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17,401 |
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Canada |
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|
12,712 |
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— |
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|
1,062 |
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|
5,650 |
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|
6,000 |
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Australia |
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|
19,011 |
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— |
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— |
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|
831 |
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18,180 |
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Rest of world |
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6,270 |
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— |
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— |
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— |
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|
6,270 |
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Total royalty interests |
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|
187,437 |
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|
— |
|
|
7,294 |
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|
43,385 |
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|
136,758 |
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Total |
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$ |
605,717 |
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$ |
90,523 |
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$ |
7,294 |
|
$ |
164,506 |
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$ |
343,394 |
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|
|
|
|
|
|
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|
|
|
|
|
|
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Year Ended December 31, 2022 |
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Revenue |
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Cost of sales (1) |
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Production taxes |
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Depletion (2) |
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Segment gross profit (3) |
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Stream interests |
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|
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|
|
|
|
|
|
|
|
|
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Canada |
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$ |
212,369 |
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$ |
46,438 |
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$ |
— |
|
$ |
67,368 |
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$ |
98,563 |
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Dominican Republic |
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|
85,863 |
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|
26,211 |
|
|
— |
|
|
29,216 |
|
|
30,436 |
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Africa |
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|
53,787 |
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|
11,135 |
|
|
— |
|
|
24,348 |
|
|
18,304 |
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Chile |
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|
47,347 |
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|
7,165 |
|
|
— |
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|
12,835 |
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|
27,347 |
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Rest of world |
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|
18,427 |
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|
3,693 |
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|
— |
|
|
9,759 |
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|
4,975 |
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Total stream interests |
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|
417,793 |
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|
94,642 |
|
|
— |
|
|
143,526 |
|
|
179,625 |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Royalty interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
81,642 |
|
$ |
— |
|
$ |
4,131 |
|
$ |
13,966 |
|
$ |
63,545 |
|
Mexico |
|
|
52,388 |
|
|
— |
|
|
— |
|
|
10,822 |
|
|
41,566 |
|
Canada |
|
|
27,210 |
|
|
— |
|
|
2,890 |
|
|
9,039 |
|
|
15,281 |
|
Australia |
|
|
15,672 |
|
|
— |
|
|
— |
|
|
1,089 |
|
|
14,583 |
|
Africa |
|
|
316 |
|
|
— |
|
|
— |
|
|
— |
|
|
316 |
|
Rest of world |
|
|
8,185 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,185 |
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Total royalty interests |
|
|
185,413 |
|
|
— |
|
|
7,021 |
|
|
34,916 |
|
|
143,476 |
|
Total |
|
$ |
603,206 |
|
$ |
94,642 |
|
$ |
7,021 |
|
$ |
178,442 |
|
$ |
323,101 |
7
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|
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|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2021 |
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|
|
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Revenue |
|
Cost of sales (1) |
|
Production taxes |
|
Depletion (2) |
|
Segment gross profit (3) |
|||||
|
Stream interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
115,544 |
|
$ |
25,396 |
|
$ |
— |
|
$ |
44,886 |
|
$ |
45,262 |
|
Dominican Republic |
|
|
52,958 |
|
|
16,540 |
|
|
— |
|
|
16,615 |
|
|
19,803 |
|
Chile |
|
|
28,075 |
|
|
4,216 |
|
|
— |
|
|
7,457 |
|
|
16,402 |
|
Africa |
|
|
22,228 |
|
|
4,652 |
|
|
— |
|
|
9,452 |
|
|
8,124 |
|
Rest of World |
|
|
7,746 |
|
|
1,525 |
|
|
— |
|
|
4,193 |
|
|
2,028 |
|
Total stream interests |
|
|
226,551 |
|
|
52,329 |
|
|
— |
|
|
82,603 |
|
|
91,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
54,046 |
|
$ |
— |
|
$ |
2,601 |
|
$ |
5,056 |
|
$ |
46,389 |
|
Mexico |
|
|
31,858 |
|
|
— |
|
|
— |
|
|
5,890 |
|
|
25,968 |
|
Canada |
|
|
13,756 |
|
|
— |
|
|
1,811 |
|
|
5,208 |
|
|
6,737 |
|
Australia |
|
|
11,174 |
|
|
— |
|
|
— |
|
|
621 |
|
|
10,553 |
|
Africa |
|
|
1,107 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,107 |
|
Rest of world |
|
|
4,460 |
|
|
— |
|
|
— |
|
|
92 |
|
|
4,368 |
|
Total royalty interests |
|
|
116,401 |
|
|
— |
|
|
4,412 |
|
|
16,867 |
|
|
95,122 |
|
Total |
|
$ |
342,952 |
|
$ |
52,329 |
|
$ |
4,412 |
|
$ |
99,470 |
|
$ |
186,741 |
|
|
|
Fiscal Year Ended June 30, 2021 |
|||||||||||||
|
|
|
Revenue |
|
Cost of sales (1) |
|
Production taxes |
|
Depletion (2) |
|
Segment gross profit (3) |
|||||
|
Stream interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
190,537 |
|
$ |
40,121 |
|
$ |
— |
|
$ |
78,520 |
|
$ |
71,896 |
|
Dominican Republic |
|
|
115,583 |
|
|
33,453 |
|
|
— |
|
|
39,771 |
|
|
42,359 |
|
Chile |
|
|
82,164 |
|
|
12,048 |
|
|
— |
|
|
21,057 |
|
|
49,059 |
|
Africa |
|
|
35,705 |
|
|
7,276 |
|
|
— |
|
|
11,246 |
|
|
17,183 |
|
Total stream interests |
|
|
423,989 |
|
|
92,898 |
|
|
— |
|
|
150,594 |
|
|
180,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
68,611 |
|
$ |
— |
|
$ |
3,482 |
|
$ |
5,938 |
|
$ |
59,191 |
|
Mexico |
|
|
58,212 |
|
|
— |
|
|
— |
|
|
9,084 |
|
|
49,128 |
|
Canada |
|
|
31,671 |
|
|
— |
|
|
3,261 |
|
|
12,341 |
|
|
16,069 |
|
Australia |
|
|
21,466 |
|
|
— |
|
|
— |
|
|
1,889 |
|
|
19,577 |
|
Africa |
|
|
2,801 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,801 |
|
Chile |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Rest of world |
|
|
9,106 |
|
|
— |
|
|
— |
|
|
3,367 |
|
|
5,739 |
|
Total royalty interests |
|
|
191,867 |
|
|
— |
|
|
6,743 |
|
|
32,619 |
|
|
152,505 |
|
Total |
|
$ |
615,856 |
|
$ |
92,898 |
|
$ |
6,743 |
|
$ |
183,213 |
|
$ |
333,002 |
| (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 14 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, 2023, we derived approximately 88% of our revenue from precious metals (including 76% from gold and 12% from silver), 9% 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
8
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 segments 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, Mexico, Botswana 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 30 employees, 22 of whom work out of our headquarters in Denver, Colorado. The remainder work out of our offices in 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 our most important resource. 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.
Diversity and Inclusion
We believe that diversity can enhance creativity, productivity, and organizational strength. We strive to maintain an environment where the perspectives and experiences of all personnel are respected and valued. We seek to identify potential future candidates for employment and membership on our Board using a wide range of criteria that, depending on the position, may include diversity, experience in the mining industry, integrity, perspective, broad business judgment and leadership skills, personal qualities and reputation in the business community, and relevant technical, management, political, legal, governance, finance and other experience.
We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, sex, gender identity or characteristics, color, religion, national origin, disability, sexual orientation, marital status, military status, pregnancy, genetic information, or any other status protected by state or local law.
We are committed to providing equal opportunities for promotion, compensation, training and development to all qualified individuals. We maintain a Diversity & Inclusion Policy that outlines our values, commitment to a diverse and inclusive
9
Board and workforce and procedures for carrying out the policy. Among other things, when identifying new director candidates, the Compensation, Nominating and Governance Committee of our Board of Directors will require that the initial list of candidates, whether generated internally or by a third-party search firm, include qualified and diverse candidates of gender, as well as racial and ethnic, diversity.
Safety
We are committed to the wellbeing of all our employees. We promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices. For each of the past six years, we have recorded a total recordable injury frequency rate of zero for our employees. We maintain a People Policy that outlines our approach to maintaining safe work conditions for our employees.
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.
10
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. In addition, please see our note about forward-looking statements included in the MD&A.
Risks Relating to our Business
Our revenue is subject to volatility in metal prices, which could negatively affect our results of operations or cash flow.
Market prices for gold, silver, copper, and other metals may 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 the majority 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 during the term of the contract. If market prices decline, our revenue and cash flow from metal sales could also decline. A price decline could also impact our revenue under certain sliding-scale royalty agreements, as we may receive a lower royalty rate when prices fall below specified thresholds. In addition, some of our royalty agreements are based on the operator’s concentrate sales to smelters and allow for price adjustments between the operator and the smelter based on changes in metals prices between the date an operator ships concentrate to its offtake customer and the date the sale of concentrate is finally settled (typically a period of three to five months). These price adjustments can decrease our revenue in future periods if metal prices decline following shipment.
Metal price declines could cause an operator to reduce, suspend, or terminate production or development at a project, which would impact our future revenue from the project. These production or development decisions could prevent us from recovering our initial investment in the project or result in an impairment to the value of our initial investment.
We own nonoperating interests in mining properties and cannot ensure properties are developed or operated in our best interests.
Our revenue is derived entirely 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.
The operators of the projects in which we hold an interest may from time to time announce transactions, including the sale or transfer of the projects in which we hold stream or royalty interests 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, or interests of, the operator in place at the time of our investment, any of which could negatively impact our interests.
We often have limited access to data about the properties in which we hold stream or royalty interests, which may make it difficult for us to project or assess the performance of our stream and royalty interests or to confirm mineral reserves and mineral resources.
We often do not have the contractual right under our stream and royalty agreements to receive permitting, development, production, operating, and other data with respect to the properties in which we hold stream or royalty interests or the right
11
to access the properties or obtain drilling and metallurgical data that would allow us to confirm mineral reserves and mineral resources or other data applicable to the properties. As a result, it may be difficult for us to project or assess the performance of a stream or royalty interest, and we generally are unable to conduct our own mineral reserve and mineral resource analysis.
Our stream and royalty interests 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. 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, 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, 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 have a material adverse effect on our results of operations or financial condition. 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 and royalty interests at appropriate valuations. We may not adequately assess technical, operational, legal, environmental or social risks in connection with new acquisitions, which could adversely impact 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, declines 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 over the last several years, and some of these companies may have different investment criteria and costs of capital than we do, or are 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 and 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 impact 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.
12
A significant portion of our revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.
Approximately 72% of our revenue for the year ended December 31, 2023, came from 6 properties: Mount Milligan (26%), Cortez (16%), Pueblo Viejo (13%), Andacollo (8%), Khoemac a u (6%), and Peñasquito (3%). We expect these properties to continue to represent a significant portion of our 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 properties could have a more significant or longer-term impact on our results of operations than if our revenue was less concentrated.
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. 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. 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 confidential information, 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.
We depend on the services of our 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 impacting our ability to achieve our business objectives. We do not currently maintain key person life insurance on any of these individuals or our directors.
We face various risks related to health epidemics, pandemics and similar outbreaks, which could have material adverse effects on our business, results of operations, financial position, and/or the trading price of our stock.
Health epidemics, pandemics and similar outbreaks could cause significant volatility and uncertainty in the global economy and financial markets, supply chain issues, labor shortages, and declines in metal prices, and such events could adversely affect our ability to obtain future debt or equity financing for acquisitions on acceptable terms, or at all, and could require temporary curtailments of operations at the properties subject to our stream and royalty interests, as occurred
13
at Mount Milligan, Pueblo Viejo, Peñasquito and Khoemac a u in response to the COVID 19 pandemic. In addition, health epidemics, pandemics and similar outbreaks and their resulting impacts may make it difficult for the operators of the properties subject to our stream and royalty interests to forecast expected production amounts. The effects of health epidemics, pandemics and similar outbreaks will ultimately depend on many factors that are outside of our control (including the severity and duration of such events and government and operator actions in response to such events) and could materially and adversely impact our business, results of operations, financial position, and/or the trading price of our stock.
Risks Relating to our Stream and Royalty 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:
| ● | insufficient ore reserves |
| ● | increased capital or operating costs |
| ● | declines in the price of gold, silver, copper, or other metals |
| ● | declines in metallurgical recoveries |
| ● | 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 replace or increase mineral reserves and/or mineral resources as properties are mined |
| ● | inability to maintain, or challenges to, exploration or mining rights |
| ● | changes in mining taxes and royalties payable to governments and political environments in general |
| ● | significant changes to environmental, permitting, or other legal or regulatory requirements or the enforcement of such requirements |
| ● | challenges to operations, permits, or mining rights by local communities, indigenous populations, non-government 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 (as occurred at Peñasquito in June 2023), 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 or other raw materials |
| ● | pit wall or tailings dam failures or underground stability issues |
| ● | fires, explosions, major mechanical or electrical equipment failures, other industrial accidents or other property damage |
| ● | challenges managing land disturbances, reclamation requirements, tailing and waste storage, 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, and regulatory changes designed to reduce the effects of |
14
| climate change, including regulations designed to curtail greenhouse gas emissions, which may lead to increased costs for mine operators |
| ● | market risks associated with the perception of mine operators’ environmental, social and governance (“ESG”) performance and their ability to deliver on ESG 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 negatively impact operations at the properties in which we hold stream or royalty interests, which in turn could have a material adverse effect on 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 80% of our revenue for the year ended December 31, 2023, 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, Mexico, Chile and Botswana. Within the United States and other countries, indigenous people may be recognized as sovereign entities and may enforce their own laws and regulations. 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 |
| ● | 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 |
| ● | exposure to liabilities under anti-corruption, anti-money laundering, child labor or forced labor laws |
| ● | 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,
15
foreign ownership structures, corporate transactions, creditors’ rights, bankruptcy and liquidation. Foreign operations also could be adversely impacted by laws and policies of the United States affecting 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.
If the assumptions underlying operators’ production, mineral reserve, or mineral resource estimates are inaccurate or if future events cause operators to negatively adjust their previous estimates, our future revenue or the value of our investments could be adversely affected.
The operators of the properties in which we hold stream and royalty interests generally prepare production, mineral reserve, and mineral resource estimates for the properties. We do not independently prepare or verify this information and generally lack sufficient information and access to properties to do so. There are numerous uncertainties inherent in these estimates, many of which are outside the operators’ control. As a result, production, mineral reserve, and mineral resource estimates are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data; geological interpretation; geotechnical, geologic and mining conditions; metallurgical recovery; metal prices; operating costs; capital expenditures; development and reclamation costs; mining technology improvements; and the effects of government regulation. If any of the assumptions that the operators make in connection with production, mineral reserve and mineral resource estimates are incorrect, actual production could be significantly lower than the production, mineral reserve, and mineral resource estimates, which could adversely affect our future revenue and the value of our investments. In addition, if the operators’ estimates with respect to the timing of production are incorrect, we could experience variances in expected revenue from period to period.
Further, operators’ estimates of mineral resources are subject to future exploration and development and associated risks, and estimated mineral resources may never convert to future mineral reserves. In addition, estimates of mineral resources are subject to similar uncertainties and assumptions as discussed above with respect to mineral reserves.
The operators of properties subject to our interests may be subject to growing environmental risks, including risks associated with climate change, which could have a material adverse effect on us, our financial condition or the value of our interests or of our common stock.
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, more 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. If any of these events were to occur, our revenue or the value of our interests could be adversely affected.
Climate change may also pose physical risks to the properties in which we hold an interest. This could include adverse effects on operations as a result of increasing occurrences of extreme weather events, flooding, water shortages, changes in rainfall and storm patterns, changes in sea levels, heat stress, wildfires, and other negative weather and climate patterns. For example, Andacollo experienced flooding due to a significant rainfall event in July 2022, which caused operations to shut down for five days and negatively impacted production over the following six months. These events could damage assets, impact production, harm human life, halt mining operations, temporarily close supporting infrastructure or reduce labor productivity, among other effects.
Market impacts due to climate change and the transition to a low-carbon economy will be varied and complex. Supply and demand for certain commodities, products and services may shift in connection with evolving consumer and investor sentiments. Market perceptions of the mining sector, and, in particular, the role that certain metals will or will not play in the transition to a low-carbon economy, remain uncertain. Potential financial impacts may include increased production
16
costs due to changing input prices, re-pricing of land and assets, increased global competition for key materials needed for new technologies, potential cost increases by insurers and lenders, and potential increases in taxation of the mining and metals sector.
In addition, governments and investors are increasingly seeking enhanced disclosures on the risks, challenges, governance implications, and financial impacts of climate change faced by companies and demanding that companies take a proactive approach to addressing and reducing perceived environmental risks, including the physical, transition and liability risks associated with climate change, relating to their operations. Adverse publicity or climate-related litigation that impacts any of the operators of the principal properties in which we hold interests could have a negative impact on our business. As a holder of stream and royalty interests, we generally will not have any influence on litigation such as this and more than likely not have access to non-public information concerning such litigation. In addition, we may not have access to sufficient information on the operations in respect of which we hold stream and royalty agreements in order to adequately comply with regulations or meet stockholder expectations on adequate disclosure or to quantify the potential impacts of climate change on our business.
Challenges relating to climate change could have an impact on the ability of operators to access the capital markets, and such limitations could have a corresponding negative effect on their business and operations. Although we do not conduct mining operations on the properties in which we hold stream and royalty interests and are not legally required to contribute to environmental or other operating costs on the properties, our own governmental regulators and stockholders may nonetheless demand that we assist the operators of the properties with addressing these environmental risks. If this were to occur, the value of our interests or of our common stock could be adversely affected.
Further, due to expansive environmental laws, 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. These liabilities could have a material adverse effect on our results of operations or financial condition.
Finally, lenders may be unwilling to provide financing to the mining industry, including companies like Royal Gold that acquire stream and royalty interests in mining projects, due to such lenders’ concerns regarding market perceptions of the mining sector and lender commitments to net-zero emissions targets. If we encounter difficulties in accessing the commercial debt market, our ability to finance new acquisitions of stream and royalty interests could be materially and adversely affected. In addition, if we have to rely on issuing equity to finance transactions, our stock price could be negatively impacted, and our stockholders’ ownership could be diluted.
Evolving expectations regarding ESG matters may adversely impact our business, including as a result of additional costs, reputational damage and/or litigation.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices. As a passive investor in mining operations, our ESG initiatives and disclosures are often based on information from the operators of the properties in which we hold stream and royalty interests and other third parties, and we generally lack sufficient data or access to properties to verify such information. Evolving expectations regarding ESG initiatives and disclosures may result in increased costs for the operators and us, enhanced compliance or disclosure obligations, or other impacts to our business. In addition, our ESG initiatives and disclosures may subject us to other adverse impacts, including reputational damage and/or litigation.
17
Financing Risks
Current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business.
As of December 31, 2023, we had $250 million outstanding and $750 million available under our revolving credit facility. We may incur additional indebtedness. Our credit facility contains a floating interest rate. Our levels of indebtedness and higher interest rates could impact 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 a downturn in our business or the economy |
| ● | place us at a competitive disadvantage compared to our competitors with less indebtedness |
| ● | 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. For example, the agreement includes financial covenants that require us to maintain a maximum leverage ratio and a minimum interest coverage ratio (as these terms are defined under the agreement). These covenants could limit our ability to engage in activities that are in our long-term best interests. Our failure to comply with these covenants would result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness. Our credit facility expires in June 2028. In the future, we may be unable to obtain new financing or refinancing on acceptable terms.
Legal Risks
Defects in our stream or royalty interests or the bankruptcy or insolvency of an operator could have a material adverse effect on the value of our investments.
Despite our due diligence practices, it is possible that unknown defects or problems will exist relating to the existence, validity, enforceability, terms, or geographic extent of our stream and royalty interests. 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 that could help us 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 may not have sufficient legal protections or a court could impose restrictions on our enforcement 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, 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 Pueblo Viejo, Andacollo and Khoemac a u and certain of our royalty interests at other properties contain provisions for stream 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. In addition, some of our stream and royalty interests do not cover all of the mineral reserves or mineral resources at certain
18
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 impacting 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 in future periods relating to past period revenue 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 foreign 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 impacted.
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 anticorruption 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 have an adverse effect on 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, 2023, the market price of our common stock ranged from a low of $102.87 to a high of $143.88. Many factors unrelated to operating performance can contribute to volatility in the market price of our common stock, including the following:
| ● | economic, market, political, social or public health conditions |
| ● | market prices of gold, silver, copper, and other metals |
| ● | developments relating to properties on which we hold stream or royalty interests |
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| ● | interest rates and inflation rates and expectations about both |
| ● | currency values |
| ● | credit market conditions |
Market fluctuations, regardless of cause, may materially and 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 would be diluted and our per-share financial measures would 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. 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. We have increased our dividend in prior years. There can be no assurance, however, that we will continue to do so or that we will 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:
| ● | allow our Board of Directors to issue shares of common stock and preferred stock without stockholder approval, except as may be required by Nasdaq rules |
| ● | allow our Board of Directors to establish the rights and preferences of authorized and unissued preferred stock |
| ● | provide for a classified Board, whereby our Board of Directors is divided into three classes of directors serving staggered three-year terms |
| ● | prohibit stockholders from calling special meetings of stockholders |
| ● | require advance notice of stockholder proposals and related information |
| ● | require vacancies and newly created directorships on the Board of Directors to be filled only 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.
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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, under the heading “ A significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results” in our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
The Chief Financial Officer and Treasurer, 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
In 2018, the SEC adopted amendments to the disclosure requirements for mining properties. Effective for fiscal years beginning on or after January 1, 2021, the disclosure requirements under the SEC’s Industry Guide 7 (“IG7”) have been replaced with new disclosure requirements under SK1300. The property disclosures in this Item 2 are presented in accordance with SK1300 subject to certain exemptions contained in the rule.
This Item 2 provides summary information about our overall portfolio of stream and royalty interests, as well as more detailed information about our material properties. Royal Gold management periodically reviews the materiality of individual royalty and stream interests within our portfolio. As of December 31, 2023, we determined that six of our stream and royalty interests are material to our business under SK1300: Andacollo, Cortez, Khoemac a u, Mount Milligan, Peñasquito and Pueblo Viejo. We sometimes refer to these properties as our material, or principal, properties. In making this determination, management considers primarily estimated future revenue and, to a lesser extent, historical revenue. Estimated future revenue is based on several factors, including mineral reserves and resources subject to our stream and royalty interests, production estimates, feasibility studies, technical reports, metal price and mine life assumptions.
Under SK1300, disclosures of material mineral reserves and resources must be based on a technical report summary prepared by a qualified person, absent an exemption. With respect to our material properties, our disclosures in this Item 2 are based on information provided to us by the operators of the properties or the operators’ public filings with the SEC or Canadian securities regulators including technical reports filed with Canadian securities administrators pursuant to National Instrument 43-101 (“NI 43-101”), 2014 Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards and 2019 Best Practice Guideline (“CIM Standards”) and a technical report prepared under the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”). As of the date of this disclosure, these operators of our material properties have not filed technical report summaries for the properties with the SEC for the year ended December 31, 2023.
We are a stream and royalty company, and as further discussed below, we are relying on the exemption for stream and royalty companies set forth in Section 1302(b)(3)(i) and (ii) of Regulation S-K, which provides that a stream, royalty or similar company is not required to file a technical report summary with the SEC with respect to an underlying property where the producing mining registrant has filed a current technical report summary for the property or either (a) obtaining the information would result in an unreasonable burden or expense, or (b) the company requested the technical report summary from the owner, operator or other person possessing the technical report summary who denied the request. Our summary and individual property disclosures are also provided in accordance with Sections 1303(a)(3) and 1304(a)(2) of
21
Regulation S-K, respectively, which provide that a registrant with a stream, royalty or other similar right may omit certain information required by the summary and individual property disclosure requirements if the registrant specifies the information to which it lacks access, explains the reason it lacks the required information and provides all required information that it does possess or which it can acquire without incurring an unreasonable burden or expense.
Our agreements governing our material property interests do not require the operators to prepare technical report summaries or permit us the access and information sufficient to prepare our own technical report summaries under SK1300.
For each of our material properties for which the operator has not filed a current technical report summary under SK1300, we requested that the operator prepare a technical report summary under SK1300 or permit us the access and information necessary for us to prepare our own technical report summary relating to the property for filing with the SEC. In each case, the operator denied our request. None of the operators is an affiliate of Royal Gold. As a result, we do not have sufficient rights or access to the information required for us to prepare a technical report summary for such properties.
Mineral resources and mineral reserves discussed in Item 2 are as publicly disclosed or provided to us by the operators of the properties, as of the dates indicated in the disclosure. We do not attempt to account for mineral resource or mineral reserve depletion due to mining activities, nor for mineral resource or mineral reserve expansion due to exploration activities, because we do not have access under our agreements with our operators to the technical data required to account for this depletion or expansion. In accordance with Sections 1303(a)(3) and 1304(a)(4) of SK1300, we are providing all required information in our possession or which we can acquire without incurring an unreasonable burden or expense. The property information included herein contains information reported by our operators in their respective jurisdictions pursuant to SK1300, or applicable mining codes based on the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”), such as JORC Code and NI 43-101. The SEC’s disclosure regime under SK1300, while similar to other CRIRSCO-based codes used in other jurisdictions, does not permit the substitution or reciprocal recognition of resources and reserves determined under the mining disclosure regimes of other jurisdictions. We are providing this information because it represents information that we have in our possession that we consider to be material to our investors. While SK1300 definitions are substantially similar to those set forth in the CIM and JORC Code, there are variations. Therefore, the mineral resources, mineral reserves and other technical information included in this annual report on Form 10-K could vary if it had been determined by a mining operator required to comply with SK1300.
Most of our principal properties are operated by companies that report mineral resources and reserves pursuant to regulatory standards other than SK1300. For example, Barrick as operator of each of Pueblo Viejo and Cortez, Teck Resources Limited (“Teck”) as operator of Andacollo, and Centerra as operator of Mount Milligan, as reporting companies under Canadian securities laws, are permitted under SK1300 to rely on Canadian property and mineral resource and reserve reporting standards required in their home jurisdiction (NI 43-101 in Canada), rather than those set forth in SK1300, under the SEC’s Multijurisdictional Disclosure System. Further, Canadian securities laws and regulations allow annual information forms covering the previous fiscal year to be filed within 90 days (or 120 days in some instances) after the applicable company’s fiscal year end. Khoemac a u is privately owned and is also not subject to SEC reporting. Newmont Corporation (“Newmont”), operator of Peñasquito and a party to a joint venture with Barrick on each of Pueblo Viejo and Nevada operations that include Cortez, has filed technical report summaries prepared under SK1300 for each of Peñasquito, Pueblo Viejo and the Nevada operations. Peñasquito, Pueblo Viejo and Cortez are our only principal properties for which property and technical reports are prepared under SK1300. Newmont’s annual report on Form 10-K is subject to the same deadline as this Form 10-K, and thus any new or updated technical report summaries are not filed in time for us to refer to them in this Form 10-K. As a result of the foregoing, in most cases, we refer to mineral resource and reserve information for our principal properties as of periods earlier than December 31, 2023, in reliance on the exception to SK1300 pertaining to royalty companies regarding information they do not have under 1302(b)(3), 1303(a)(3) and 1304(a)(2) of SK1300 as discussed above. Any references in this report to the technical report summaries or other information publicly disclosed by the operators of the properties 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.
Internal controls for determining and reporting the mineral resources and mineral reserves disclosed in Item 2 are the internal controls specific to the individual projects and are maintained by the operators. In general, mineral resources and
22
mineral reserves are supported by technical studies relevant to the jurisdictions within which the operators conduct their financial disclosure, and qualified persons specified by the operators (as determined by the laws and disclosure rules in the applicable jurisdictions) have endorsed the quality of the work. Royal Gold’s agreements with its operators do not give Royal Gold access to underlying technical data sufficient to specifically confirm the opinion of the qualified persons for each mineral resource or mineral reserve or the status of the qualified persons as qualified persons under SK1300.
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.
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Aggregate annual production for all properties on which we hold interests during the years ended December 31, 2023, and 2022, the six months ended December 31, 2021, and fiscal year ended June 30, 2021 is shown in the table below.
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Years Ended |
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Six Months Ended |
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Fiscal Year Ended |
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December 31, |
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December 31, |
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December 31, |
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June 30, |
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Stream |
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Metal |
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2023 |
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2022 |
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2021 |
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2021 |
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Mount Milligan |
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Gold (oz) |
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165,844 |
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193,696 |
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102,746 |
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154,762 |
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Copper (lb) |
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62,985,699 |
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78,742,419 |
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38,064,499 |
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84,961,904 |
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Andacollo |
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Gold (oz) |
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25,455 |
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26,150 |
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15,641 |
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44,140 |
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Pueblo Viejo |
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Gold (oz) |
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360,931 |
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442,592 |
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253,112 |
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560,812 |
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Silver (oz) |
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1,362,568 |
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1,622,221 |
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1,044,062 |
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2,033,962 |
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Khoemacau |
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Silver (oz) |
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1,486,976 |
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896,883 |
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257,680 |
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— |
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Other |
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Gold (oz) |
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503,390 |
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470,167 |
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982,812 |
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421,589 |
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Other |
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Silver (oz) |
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450,113 |
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425,791 |
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448,958 |
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355,638 |
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Royalty |
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Cortez |
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Gold (oz) |
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890,702 |
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414,117 |
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226,419 |
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237,023 |
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Silver (oz) |
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105,836 |
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126,792 |
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37,780 |
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36,280 |
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Penasquito |
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Gold (oz) |
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129,566 |
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572,631 |
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308,552 |
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613,578 |
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Silver (oz) |
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16,686,582 |
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29,731,870 |
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16,096,518 |
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30,852,342 |
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Copper (lb) |
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973,371 |
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2,531,388 |
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857,288 |
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819,648 |
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Lead (lb) |
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106,938,075 |
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146,789,281 |
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81,415,297 |
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185,597,653 |
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Zinc (lb) |
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222,457,704 |
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373,148,732 |
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212,349,387 |
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412,746,614 |
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Other |
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Gold (oz) |
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1,905,190 |
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1,977,299 |
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1,690,104 |
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2,805,320 |
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Other |
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Silver (oz) |
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2,852,227 |
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2,843,599 |
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1,316,894 |
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3,305,133 |
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Other |
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Copper (lb) |
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172,192,428 |
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205,176,006 |
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91,554,376 |
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220,937,235 |
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Other |
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Nickel (lb) |
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27,753,538 |
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50,797,143 |
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35,735,347 |
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92,529,886 |
Location of the Properties
Approximately 80% of our revenue comes 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 Botswana, Canada, Chile, the Dominican Republic, Mexico and the United States.
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, 2023, we owned 9 stream interests and 169 royalty interests.
Identity of Operator or Operators
We work with 134 different operators at our stream and royalty properties; 64 are headquartered in Canada, 23 are headquartered in the United States, and 47 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 titles, mineral rights, leases, and options involved with our stream and royalty interests vary depending on the country and include exploitation concessions, unpatented and patented mining claims, fee lands, mining leases and prospecting
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and mining licenses. For information about the specific titles, mineral rights, leases, options and acreages involved at our material properties, refer to the section entitled “Material Properties” below.
We have an undeterminable number of acres relating to our stream and royalty interests because our interests do not always cover 100% of each property, in some cases our interests extend to an area of interest beyond the original property boundaries, and because the operators will, from time to time, add or subtract acreage from individual properties, which can, in some cases, modify the land position covered by a stream or royalty.
Stage of the Properties (Exploration, Development, or Production)
SK1300 subdivides mineral properties into 3 stages.
| 1. | Production stage properties |
| 2. | Development stage properties |
| 3. | Exploration stage properties. Royal Gold further subdivides exploration stage properties into two categories: |
As of December 31, 2023, we owned stream interests on 8 production stage properties and 1 development stage property.
As of December 31, 2023, we owned royalty interests on 29 production stage properties, 21 development stage properties, and 119 exploration stage properties, of which we consider 52 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, Mexico, Botswana, 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.
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 operating stream and royalty interests 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
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Property |
Mine Type |
Mineralization styles |
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Andacollo |
Open Pit |
Porphyry Cu-Au |
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Cortez |
Open Pit & Underground |
Carlin-Type Sediment-Hosted Au |
|
Khoemac a u |
Underground |
Sediment-Hosted Cu-Ag |
|
Mount Milligan |
Open Pit |
Porphyry Cu-Au |
|
Peñasquito |
Open Pit |
Breccia-Hosted Pb-Zn-Au-Ag |
|
Pueblo Viejo |
Open Pit |
High-Sulfidation Epithermal Au-Ag |
25
Chemical symbols are used to refer to metals of economic importance: gold (“Au”), silver (“Ag”), copper (“Cu”), lead (“Pb”), and zinc (“Zn”).
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 our properties vary widely based on the stage of each property.
Our principal properties are all production stage properties. As such, each of our principal properties 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 |
Heap leach facilities for low grade oxide ore, 4.9 Mtpa carbon-in-leach (CIL) mill for medium and high grade oxide ore, and offsite processing of refractory ores by roaster and autoclave. Producing gold and silver doré |
|
Khoemac a u |
3.65 Mtpa sulfide flotation mill producing a copper-silver concentrate |
|
Mount Milligan |
21.9 Mtpa sulfide flotation mill producing a single concentrate containing copper, gold and silver |
|
Peñasquito |
39 Mtpa sulfide flotation plant producing separate lead and zinc concentrates and gold and silver doré from a pyrite leach circuit and from oxide ore dump leaching. The flotation plant has operated in the range of 35 to 36 Mtpa in recent years. |
|
Pueblo Viejo |
14 Mtpa whole ore and flotation pressure oxidation and cyanide leaching plant producing separate gold and silver doré products |
Measurement units presented in this document are generally metric units, with the exception that gold and silver quantities are reported in troy ounces and the content for copper, lead, and zinc are presented in pounds. There may be small rounding differences due to unit conversions. Additional specific information on the principal properties is available under Material Properties, below.
Mineral Resources and Reserves
Royal Gold controls metal streams and royalties for properties with a broad geographic distribution. Estimates of mineral resources and mineral reserves for these properties are tabulated based on the most recent disclosure presented by each of the individual operators of these properties, at dates and metal prices and grade and recovery assumptions specific to each mineral resource and mineral reserve estimate. It is not possible for Royal Gold to update or modify the individual mineral resource and mineral reserve statements because we do not have access to sufficient technical data required to do so. Table 3 is a summary of mineral resources exclusive of mineral reserves and aggregated by metal and by geographic area. Table 4 is a summary of mineral reserves aggregated by metal and by geographic area. Our material properties (Andacollo, Cortez, Khoemac a u, Mount Milligan, Peñasquito and Pueblo Viejo) and properties with mineral resources and mineral reserves that represent over 10% of the aggregate mineral resources or reserves that generate our stream or royalty interests (Red Chris) are listed individually.
Mineral resources and mineral reserves are presented for the properties or portions of the properties that generate our stream and royalty interests without regard to the specific percentage of Royal Gold’s stream and royalty interest. In cases where our stream or royalty interest covers only a portion of a property, only the covered portion of the mineral resource or mineral reserve is included in the summary.
26
Table 3: Summary Mineral Resources (1),(2),(3),(4)
|
Stream or
|
Measured Mineral
|
Indicated Mineral
|
Measured &
|
Inferred Mineral
|
|||||
|
|
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
|
GOLD RESOURCES |
|||||||||
|
North America |
|||||||||
|
Peñasquito |
2.0% NSR |
47.4 |
0.26 |
263.5 |
0.26 |
310.9 |
0.26 |
84.7 |
0.41 |
|
Red Chris (5) |
1.0% NSR |
- |
- |
438.7 |
0.31 |
438.7 |
0.31 |
187.6 |
0.32 |
|
Mount Milligan |
35% of payable gold |
118.3 |
0.25 |
141.6 |
0.30 |
259.9 |
0.28 |
7.8 |
0.34 |
|
Cortez |
(6) |
- |
- |
99.0 |
1.68 |
99.0 |
1.68 |
165.9 |
1.72 |
|
Remainder of North America |
(7) |
432.7 |
0.49 |
3,745.0 |
0.32 |
4,177.7 |
0.34 |
1,850.3 |
0.41 |
|
North America Total |
(7) |
598.4 |
0.43 |
4,687.8 |
0.34 |
5,286.1 |
0.35 |
2,296.3 |
0.50 |
|
Central America |
|||||||||
|
Pueblo Viejo |
7.5% of payable gold |
11.0 |
1.70 |
50.0 |
1.80 |
61.0 |
1.78 |
4.8 |
1.60 |
|
Remainder of Central America |
(7) |
- |
- |
12.4 |
2.88 |
12.4 |
2.88 |
11.1 |
3.89 |
|
Central America Total |
(7) |
11.0 |
1.70 |
62.4 |
2.02 |
73.4 |
1.97 |
15.9 |
3.20 |
|
South America |
|||||||||
|
Andacollo |
100% of payable gold |
47.2 |
0.11 |
397.6 |
0.09 |
444.8 |
0.09 |
82.8 |
0.08 |
|
Remainder of South America |
(7) |
37.3 |
1.65 |
384.8 |
1.35 |
422.1 |
1.37 |
178.2 |
0.98 |
|
South America Total |
(7) |
84.5 |
0.79 |
782.4 |
0.71 |
866.9 |
0.72 |
261.0 |
0.69 |
|
Africa |
|||||||||
|
Africa Total |
(7) |
12.8 |
2.60 |
38.0 |
2.46 |
50.8 |
2.49 |
98.5 |
3.02 |
|
Australia |
|||||||||
|
Australia Total |
(7) |
15.9 |
3.85 |
143.0 |
2.42 |
158.9 |
2.56 |
308.4 |
1.00 |
|
Europe |
|||||||||
|
Europe Total |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
TOTAL GOLD RESOURCES |
(7) |
722.6 |
0.60 |
5,713.6 |
0.48 |
6,436.2 |
0.49 |
2,980.1 |
0.66 |
|
SILVER RESOURCES |
|||||||||
|
North America |
|||||||||
|
Peñasquito |
2.0% NSR |
47.4 |
24.0 |
263.5 |
24.0 |
310.9 |
24.0 |
84.7 |
27.3 |
|
Remainder of North America |
(7) |
309.7 |
3.2 |
2,667.5 |
5.6 |
2,977.2 |
5.3 |
1,250.6 |
10.9 |
|
North America Total |
(7) |
357.1 |
6.0 |
2,931.0 |
7.2 |
3,288.1 |
7.1 |
1,335.3 |
12.0 |
|
Central America |
|||||||||
|
Pueblo Viejo |
75% of payable silver |
11.0 |
8.5 |
50.0 |
8.7 |
61.0 |
8.7 |
4.8 |
8.1 |
|
Remainder of Central America |
(7) |
- |
- |
12.0 |
2.7 |
12.0 |
2.7 |
8.6 |
4.9 |
|
Central America Total |
(7) |
11.0 |
8.5 |
62.0 |
7.5 |
73.0 |
7.7 |
13.4 |
6.1 |
|
South America |
|||||||||
|
South America Total |
(7) |
0.4 |
23.0 |
5.3 |
5.2 |
5.7 |
6.4 |
6.3 |
2.5 |
|
Africa |
|||||||||
|
Khoemac a u |
100% of payable silver |
5.3 |
17.7 |
17.4 |
21.4 |
22.7 |
20.6 |
61.6 |
22.2 |
|
Remainder of Africa |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Africa Total |
(7) |
5.3 |
17.7 |
17.4 |
21.4 |
22.7 |
20.6 |
61.6 |
22.2 |
|
Australia |
|||||||||
|
Australia Total |
(7) |
0.5 |
4.4 |
3.9 |
37.2 |
4.4 |
33.7 |
7.4 |
2.7 |
|
Europe |
|||||||||
|
Europe Total |
- |
- |
- |
- |
- |
- |
- |
- |
|
27
|
TOTAL SILVER RESOURCES |
(7) |
374.2 |
6.2 |
3,019.6 |
7.4 |
3,393.8 |
7.2 |
1,424.1 |
12.3 |
|
COPPER RESOURCES |
|||||||||
|
North America |
|||||||||
|
Mount Milligan |
18.75% payable copper |
118.3 |
0.17% |
141.6 |
0.13% |
259.9 |
0.15% |
7.8 |
0.14% |
|
Red Chris (5) |
1.0% NSR |
- |
0.00% |
438.7 |
0.33% |
438.7 |
0.33% |
187.6 |
0.30% |
|
Remainder of North America |
(7) |
297.7 |
0.32% |
2,820.2 |
0.25% |
3,117.9 |
0.26% |
1,388.8 |
0.22% |
|
North America Total |
(7) |
416.0 |
0.28% |
3,400.4 |
0.26% |
3,816.4 |
0.26% |
1,584.2 |
0.23% |
|
Central America |
|||||||||
|
Central America Total |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
South America |
|||||||||
|
South America Total |
(7) |
38.2 |
0.13% |
501.9 |
0.28% |
540.1 |
0.27% |
1,655.7 |
0.43% |
|
Africa |
|||||||||
|
Africa Total |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Australia |
|||||||||
|
Australia Total |
(7) |
0.5 |
1.22% |
28.9 |
0.39% |
29.4 |
0.40% |
222.4 |
0.30% |
|
Europe |
|||||||||
|
Europe Total |
(7) |
19.2 |
0.28% |
23.0 |
0.26% |
42.2 |
0.27% |
7.1 |
1.23% |
|
TOTAL COPPER RESOURCES |
(7) |
473.8 |
0.27% |
3,954.3 |
0.26% |
4,428.1 |
0.26% |
3,469.4 |
0.33% |
|
(1) |
The dates of the mineral resources range between December 31, 2014, and December 31, 2023. The information included in this table that relates to our material properties is dated December 31, 2022, except for Mount Milligan, Cortez and Pueblo Viejo, which are dated December 31, 2023. |
|
(2) |
The metal prices for the gold resources range between $1,100 per ounce and $2,000 per ounce; the metal prices for the silver resources range between $17.00 per ounce and $25.00 per ounce; and the metal prices for the copper resources range between $2.50 per pound and $4.00 per pound. |
|
(3) |
The metal prices, recoveries, and cut-off grades used for reporting of mineral resources are specific to each individual property and have been reviewed by qualified persons selected by the individual operators. Royal Gold has not made any determination that such persons are or are not “qualified persons” under SK1300. |
|
(4) |
In certain cases, due to reporting constraints, we have omitted mineral resource information for properties other than our material properties. |
|
(5) |
While the aggregate resources at Red Chris represent more than 10% of the aggregate mineral resources to which our royalty or stream interests apply, Royal Gold’s royalty interest in Red Chris is only a 1% NSR. Accordingly, we do not consider Red Chris to be a material property. |
|
(6) |
Royal Gold owns multiple royalty interests at the Cortez Complex, some of which overlap. For purposes of simplified disclosure, Royal Gold has divided its royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone (the “CC Zone”). The “Legacy Zone” royalty consists of an approximate equivalent 9.4% GSR royalty rate over the Pipeline and Crossroads deposits. The CC Zone includes an approximate equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile and Goldrush deposits, an approximate equivalent 2.2% GSR royalty rate over the Goldrush SE deposit, and a 0.45% GSR royalty rate over the Robertson deposit. |
|
(7) |
Royal Gold owns royalty and stream interests in varying percentages on these properties. The resources listed are 100% of the resources to which the stream or royalty interest applies. |
28
Table 4: Summary Mineral Reserves (1),(2),(3),(4)
|
Stream or
|
Proven Mineral
|
Probable Mineral
|
Total Mineral
|
||||
|
|
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
|
GOLD RESERVES |
|||||||
|
North America |
|||||||
|
Peñasquito |
2.0% NSR |
104.4 |
0.58 |
212.0 |
0.51 |
316.4 |
0.53 |
|
Red Chris (5) |
1.0% NSR |
- |
- |
459.9 |
0.53 |
459.9 |
0.53 |
|
Mount Milligan |
35% of payable gold |
215.6 |
0.34 |
34.4 |
0.39 |
250.0 |
0.35 |
|
Cortez |
(6) |
1.8 |
1.74 |
211.0 |
2.16 |
212.8 |
2.15 |
|
Remainder of North America |
(7) |
212.5 |
1.30 |
346.7 |
1.19 |
559.3 |
1.23 |
|
North America Total |
(7) |
534.4 |
0.78 |
1,264.0 |
0.97 |
1,798.4 |
0.91 |
|
Central America |
|||||||
|
Pueblo Viejo |
7.5% of payable gold |
39.0 |
2.28 |
140.0 |
2.10 |
170.0 |
2.14 |
|
Remainder of Central America |
(7) |
- |
- |
11.0 |
3.55 |
11.0 |
3.55 |
|
Central America Total |
(7) |
39.0 |
2.28 |
151.0 |
2.13 |
181.0 |
2.15 |
|
South America |
|||||||
|
Andacollo |
100% of payable gold |
106.1 |
0.10 |
161.1 |
0.10 |
267.2 |
0.10 |
|
Remainder of South America |
(7) |
14.1 |
1.50 |
51.7 |
1.24 |
65.9 |
1.30 |
|
South America Total |
(7) |
120.2 |
0.26 |
212.8 |
0.38 |
333.1 |
0.34 |
|
Africa |
|||||||
|
Africa Total |
(7) |
8.7 |
2.08 |
9.3 |
3.27 |
18.0 |
2.70 |
|
Australia |
|||||||
|
Australia Total |
(7) |
25.5 |
2.11 |
120.9 |
2.08 |
146.4 |
2.08 |
|
Europe |
|||||||
|
Europe Total |
- |
- |
- |
- |
- |
- |
|
|
TOTAL GOLD RESERVES |
(7) |
727.8 |
0.83 |
1,758.1 |
1.09 |
2,485.9 |
1.01 |
|
SILVER RESERVES |
|||||||
|
North America |
|||||||
|
Peñasquito |
2.0% NSR |
104.4 |
38.0 |
212.0 |
32.0 |
316.4 |
34.0 |
|
Remainder of North America |
(7) |
35.1 |
6.9 |
76.2 |
8.9 |
111.3 |
8.3 |
|
North America Total |
(7) |
139.5 |
30.2 |
288.2 |
25.9 |
427.7 |
27.3 |
|
Central America |
|||||||
|
Pueblo Viejo |
75% of payable silver |
39.0 |
13.15 |
140.0 |
13.26 |
170.0 |
13.24 |
|
Remainder of Central America |
(7) |
- |
- |
11.0 |
5.3 |
11.0 |
5.3 |
|
Central America Total |
(7) |
39.0 |
13.15 |
151.0 |
13.27 |
190.0 |
13.25 |
|
South America |
|||||||
|
South America Total |
(7) |
2.1 |
2.1 |
120.9 |
2.1 |
146.4 |
2.1 |
|
Africa |
|||||||
|
Khoemac a u |
100% of payable silver |
8.4 |
21.6 |
21.3 |
19.2 |
29.7 |
19.9 |
|
Remainder of Africa |
- |
- |
- |
- |
- |
- |
|
|
Africa Total |
(7) |
8.4 |
21.6 |
21.3 |
19.2 |
29.7 |
19.9 |
|
Australia |
|||||||
|
Australia Total |
- |
- |
10.3 |
1.8 |
10.3 |
1.8 |
|
|
Europe |
|||||||
|
Europe Total |
- |
- |
- |
- |
- |
- |
|
|
TOTAL SILVER RESERVES |
(7) |
189.0 |
26.4 |
470.8 |
20.7 |
659.8 |
22.4 |
|
COPPER RESERVES |
|||||||
|
North America |
|||||||
|
Mount Milligan |
18.75% payable copper |
215.6 |
0.17% |
34.4 |
0.18% |
250.0 |
0.17% |
|
Red Chris (5) |
1.0% NSR |
- |
- |
459.9 |
0.44% |
459.9 |
0.44% |
|
Remainder of North America |
|
13.0 |
0.81% |
21.9 |
0.99% |
34.9 |
0.92% |
29
|
(7) |
|||||||
|
North America Total |
(7) |
228.6 |
0.21% |
516.2 |
0.44% |
744.8 |
0.37% |
|
Central America |
|||||||
|
Central America Total |
(7) |
- |
- |
- |
- |
- |
- |
|
South America |
|||||||
|
South America Total |
(7) |
118.1 |
0.60% |
88.6 |
0.42% |
206.7 |
0.52% |
|
Africa |
|||||||
|
Africa Total |
- |
- |
- |
- |
- |
- |
|
|
Australia |
|||||||
|
Australia Total |
- |
- |
10.3 |
0.27% |
10.3 |
0.27% |
|
|
Europe |
|||||||
|
Europe Total |
- |
- |
- |
- |
- |
- |
|
|
TOTAL COPPER RESERVES |
(7) |
346.7 |
0.34% |
615.1 |
0.44% |
961.8 |
0.40% |
|
(1) |
The dates of the mineral reserves range between December 31, 2016, and December 31, 2023. The information included in this table that relates to our material properties is dated December 31, 2022, except for Mount Milligan, Cortez and Pueblo Viejo, which are dated December 31, 2023. |
|
(2) |
The metal prices for the gold reserves range between $1,100 per ounce and $1,850 per ounce; the metal prices for the silver reserves range between $17.00 per ounce and $23.00 per ounce; and the metal prices for the copper reserves range between $2.50 per pound and $3.61 per pound. |
|
(3) |
The metal prices and modifying factors used for reporting of mineral reserves are specific to each individual property and have been reviewed by qualified persons selected by the individual operators. Royal Gold has not made any determination that such persons are or are not “qualified persons” under SK1300. |
|
(4) |
In certain cases, due to reporting constraints, we have omitted mineral reserve information for properties other than our material properties. |
|
(5) |
While the aggregate mineral reserves at Red Chris represent more than 10% of the aggregate mineral reserves to which our royalty or stream interest applies, Royal Gold’s royalty interest in Red Chris is only 1% NSR. Accordingly, we do not consider Red Chris to be a material property. |
|
(6) |
Royal Gold owns multiple royalty interests at the Cortez Complex, some of which overlap. For purposes of simplified disclosure, Royal Gold has divided its royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone (the “CC Zone”). The “Legacy Zone” royalty consists of an approximate equivalent 9.4% GSR royalty rate over the Pipeline and Crossroads deposits. The CC Zone includes an approximate equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile and Goldrush deposits, an approximate equivalent 2.2% GSR royalty rate over the Goldrush SE deposit, and a 0.45% GSR royalty rate over the Robertson deposit. |
|
(7) |
Royal Gold owns stream and royalty interests in varying percentages on these properties. The reserves listed are 100% of the reserves to which the royalty or stream interest applies. |
The operators of the properties in which we hold stream and royalty interests generally prepare production and mineral reserve estimates for the properties. We do not independently prepare or verify this information, and we do not have access to sufficient data to do so. There are numerous uncertainties inherent in these estimates, many of which are outside the operators’ control. As a result, production and mineral reserve estimates are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data, geologic and mining conditions, metallurgical recovery, metal prices, operating costs, capital expenditures, development and reclamation costs, mining technology improvements, and the effects of government regulation. If any of the assumptions that operators make in connection with production or mineral reserve estimates are incorrect, actual production could be significantly lower than the production or mineral reserve estimates, which could adversely affect our future revenue and the value of our investments. In addition, if operators’ estimates with respect to the timing of production are incorrect, we may experience variances in expected revenue from period to period.
Some operators also report publicly, or to us estimates of mineral resources. Mineral resources are subject to future exploration and development and associated risks and may never convert to future reserves. In addition, estimates of mineral resources are subject to similar uncertainties and assumptions as discussed above with respect to mineral reserves .
30
Material Properties
The disclosures below regarding our principal properties are derived from publicly available reports of the operators and/or other reports provided to us under the terms of our 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. We often refer to these material properties as “principal properties” in this Report.
Andacollo
The disclosures below regarding Carmen de Andacollo (“Andacollo”) are derived from the Technical Report dated July 12, 2006, pursuant to NI 43-101, as well as Teck’s Annual Information Form, dated February 21, 2023, attached as Exhibit 99.1 to Teck’s Annual Report on Form 40-F for the year ended December 31, 2022. Teck presents mineral resource and mineral reserve updates pursuant to CIM Standards. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, 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 Santiago is approximately 350 km south by air.
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 rain fall is low (less than 100 millimeters (“mm”)) and concentrated within the months of May to August.
31
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
Our stream interest at Andacollo covers 1,225 exploitation mining concessions, including 1,174 concessions termed the “Mining Properties” and 51 concessions termed the “Dayton Concessions.” Our interest also covers any additional claims held 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 our wholly owned subsidiary, RGLD Gold AG (“RGLD Gold”), we own 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, 2023, approximately 349,100 ounces of payable gold have been delivered to us.
Although Andacollo is primarily a copper mine, our stream agreement covers only gold and not copper production. We provide certain information on copper resources and reserves and 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 10-meter 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 (“m 3 ”) hydraulic shovels and 19 m 3 front-end loaders loading 180-tonne capacity haul trucks.
32
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
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 an SX-EW 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.
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).
33
Mineral Resources and Mineral Reserves
Table 1 Andacollo – Summary of Gold Mineral Resources at December 31, 2022,
Based on $1,500 Au, $3.15 Cu
(1),(2),(3),(4)
|
|
|
||||
|
Amount Tonnes (M) |
Au Grades gpt |
Cu Grades % |
Cut-Off Grade |
Metallurgical Recovery |
|
|
Measured Mineral Resources |
47.2 |
0.11 |
0.27 |
0.15 to 0.21% Cu |
(5) |
|
Indicated Mineral Resources |
397.6 |
0.09 |
0.25 |
0.15 to 0.21% Cu |
(5) |
|
Measured + Indicated Mineral Resources |
444.8 |
0.09 |
0.25 |
0.15 to 0.21% Cu |
(5) |
|
Inferred Mineral Resources |
82.8 |
0.08 |
0.24 |
0.15 to 0.21% Cu |
(5) |
|
(1) |
Our metal stream on Andacollo pertains only to gold produced. Information on copper resources is included because the primary production from Andacollo is copper; the presentation of copper mineral resources is necessary to understanding the economics of the project. |
|
(2) |
Reported mineral resource is as of December 31, 2022, the most recent available public disclosure. Teck reports mineral resources pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(3) |
Mineral resources are presented exclusive of mineral reserves. |
|
(4) |
Our stream interest at Andacollo is 100% of payable gold until 900,000 ounces are delivered, and 50% thereafter. The resources listed are 100% of the mineral resources to which our stream interest applies. |
|
(5) |
Copper recovery assumptions range from 82% to 91.5%, averaging 88.7%. Gold recovery assumptions average 68.1%. |
Table 2 Andacollo – Summary of Gold Mineral Reserves at December 31, 2022,
Based on $1,500 Au, $3.15 Cu
(1),(2),(3)
|
Amount Tonnes (M) |
Au Grades gpt |
Cu Grades % |
Cut-Off Grade |
Metallurgical Recovery |
|
|
Proven Mineral Reserves |
106.1 |
0.10 |
0.32 |
0.15 to 0.21% Cu |
(4) |
|
Probable Mineral Reserves |
161.1 |
0.10 |
0.31 |
0.15 to 0.21% Cu |
(4) |
|
Total Mineral Reserves |
267.2 |
0.10 |
0.31 |
0.15 to 0.21% Cu |
(4) |
|
(1) |
Our metal stream on Andacollo pertains only to payable gold produced. Information on copper mineral reserves is included because the primary production from Andacollo is copper; the presentation of mineral reserves is necessary in understanding the economics of the project. |
|
(2) |
Reported mineral reserve is as of December 31, 2022, the most recent available public disclosure. Teck reports reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(3) |
Our stream interest at Andacollo is 100% of payable gold until 900,000 ounces are delivered, and 50% thereafter. The gold mineral reserves listed are 100% of the reserves to which our stream interest applies. |
|
(4) |
Copper recovery assumptions range from 82% to 91.5%, averaging 88.7%. Gold recovery assumptions average 68.1%. |
Change in Mineral Resources and Mineral Reserves from Prior Year
The previous mineral resources and mineral reserves reported by Teck were as of December 31, 2021. Gold mineral reserves decreased from 0.91 million ounces to 0.86 million ounces (5.1%) year over year. Gold mineral resources increased from 1.17 million ounces to 1.32 million ounces (12.5%) year over year. Teck reported that the reduction in mineral reserves was a result of depletion from normal mining activities. Teck reported that the increase in mineral resources was a result of improved economic assumptions related to operational costs and higher assumed copper prices.
34
Recent Developments
Stream deliveries from Andacollo were approximately 22,400 ounces of gold during the year ended December 31, 2023, compared to approximately 27,700 ounces of gold during the year ended December 31, 2022. The decrease in deliveries resulted primarily from Andacollo experiencing lower gold grades, lower gold recoveries and lower tonnage milled, as well as differences in the timing of shipments and settlements during the periods.
On January 16, 2024, Teck reported that Andacollo continues to face extreme drought conditions, causing water restrictions which impact production, and Teck expects 2024 production to be similar to 2023. According to Teck, steps are being taken to mitigate these risks, with a solution likely to be in place in 2025. As a result, and with the benefit of higher grade ore, production is expected to increase between 2025 and 2027, compared to 2024. Gold and copper grades are relatively well correlated at Andacollo and gold production tends to track copper production.
Production at Andacollo has trended lower since the beginning of 2021 due to lower ore grades, as anticipated in the mine plan. Teck has reported that the current life of mine for Andacollo is expected to continue until 2036 although additional permits or amendments will be required to execute the life of mine plan.
Khoemacau
The disclosures below regarding Khoemac a u are derived from the Preliminary Economic Assessment - NI 43-101 Technical Report dated May 14, 2012, prepared pursuant to NI 43-101, and non-public technical reports, mineral resource and mineral reserve updates provided by Khoemac a u Copper Mining (Pty.) Limited (“KCM”) prepared pursuant to the JORC Code. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, and the operator denied the request.
Location
Khoemac a u is a copper-silver development project located within the Ngamiland District of Botswana and is owned by KCM. The project’s mining area, Zone 5, and ore processing facilities, Boseto, are separated by a distance of 35 km. The Zone 5 mine area is generally south-west of the town of Maun and approximately 23 km south of the town of Toteng, and the Boseto facility is located at 20.56°S latitude and 22.95°E longitude with an approximate elevation of 1,000 m.
35
The climate of the project area is classified as semi-arid, with highly variable and unreliable rainfall. Rainfall is concentrated in the summer months from October to April and typically falls in high intensity convectional showers that are often highly localized. Winters are very dry, usually with no precipitation at all in July and August. Annual rainfall is normally less than 500 mm.
Infrastructure
Infrastructure to support the mining and processing operation is in place and fully supports the operation.
Access to the Boseto mill site is via the paved Trans Kalahari Highway (Highway A3) from Maun 65 km southwest to just east of the town of Toteng, and a further 25 km by unpaved road to the south of Toteng. Zone 5 and the Boseto mill are connected by a 35 km divided, sealed road to support both mill vehicle traffic and ore transport.
The city of Maun has an airport with connection within Botswana and several cities in South Africa.
Electric power is provided by a 132 kV line from the Botswana Power Corporation grid via a 50 km overhead transmission line connection. A 132 kV transmission line also links the Boseto plant to Zone 5 allowing all operations to be supplied by grid power. Existing diesel generation capacity from the previous Boseto operations is being used as backup power.
Water is being supplied from two wellfields, at the Boseto borefield, located 60 km from the Boseto plant, and the Haka borefield, connected to Zone 5 with a 40 km pipeline.
Labor and supplies for most of the basic mining and exploration needs for the project can be obtained from Maun, which has a population of approximately 56,000 (2011 Census) and hosts a wide range of supplies, services and labor. Many skills required to operate a mechanized underground mine are not available in Botswana and are sourced internationally. Both Boseto and Zone 5 have accommodation facilities for workers during their rotation work period.
Area of Interest
KCM controls 4040 km 2 of mineral concessions of which our stream interest covers an area of interest surrounding Mining License 2015/015L with an area of 176 km 2 (17,600 hectares), measuring 8 km by 22 km, which covers all reserves and resources referred to as Zone 5. Our area of interest also includes the Mango NE deposit.
Stream Agreement
Under the Silver Purchase and Sale Agreement dated February 24, 2019, between KCM and RGLD Gold, as amended, we own the right to receive 100% of the payable silver produced from Khoemac a u until the delivery of 40.0 million silver ounces, and 50% thereafter. We pay a cash price equal to 20% of the spot silver price for each ounce delivered; however, if KCM achieves mill expansion throughput levels above 13,000 tpd (30% above current mill design capacity), we will pay a higher ongoing cash price for silver ounces delivered in excess of specific annual thresholds. As of December 31, 2023, approximately 2.7 million ounces of payable silver have been delivered to us.
Property Description
The Khoemac a u operation consists of a mechanized underground mine producing from the Zone 5 orebody and a sulfide ore flotation plant for ore processing at Boseto. The project completed construction in the second half of calendar 2021 and ramp-up of mining and processing operations to the target production rate of 3.65 Mtpa (10,000 tpd) was achieved in December 2022, as announced by KCM.
The Zone 5 mine is a bulk mechanized mine, designed for a total production rate of 3.65 Mtpa from three decline systems, with a single decline system production rate between 1 to 2 Mtpa. The mine design is based on a longhole open stoping mining method. The first section of the mine incorporates rib and sill pillars for ground stability control and paste backfill will be used as depth increases to improve overall mineral resource recovery.
36
Given that the orebody has a strike length of more than 4 km, it necessitated dividing the orebody into mining zones, with separate decline systems dedicated to servicing each zone. The twin decline layout allows for more than 1,000 meter coverage of strike extent of the orebody, while offering multiple ore zone access points, highly productive layouts, and significant redundancy. Two of the mining zones are equipped with twin declines, while one is equipped with a single decline.
The Zone 5 site is equipped with all maintenance, warehousing, administration and personnel accommodation facilities to fully support underground mining activities.
The mined ore is trucked approximately 35 km from the Zone 5 mine to the Boseto processing facility on a purpose built, fully sealed bitumen haul road, with a separate access road for light vehicles.
At Boseto, ores are processed in the 3.65 Mtpa sulfide concentrator, producing a copper-silver concentrate, which is purchased by third parties. Concentrate is loaded into approximately 1 tonne fabric bags for transport by road to port, for shipping and sale on the international market.
Tailings generated from the plant are deposited in a circular TSF, located south-west of the plant. Tailings are deposited mainly by spigot with a center decant tower for water recovery. The facility is designed as an upstream constructed facility, which enables concurrent rehabilitation to take place during operation.
The Boseto site is equipped with all maintenance, warehousing, administration and personnel accommodation facilities to fully support ore processing activities.
Age and Physical Condition of Infrastructure
Underground mining equipment and mine infrastructure are new. The associated Boseto concentrator is a previously existing installation which underwent significant overhauls and refurbishment starting in 2018.
Royal Gold does not have specific information as to the physical condition or the age of the equipment and infrastructure.
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
The first exploration over the Khoemac a u area dates to the early 1960’s when Johannesburg Consolidated Investments was active in the area. Sporadic exploration over the project area between 1960 and 2008 consisted of geochemical, geophysical (airborne and ground) and diamond / RC drilling programs. KCM acquired the Zone 5 Licences in 2013.
Other deposits on the same project lease have been previously mined by open pit methods. This most notably includes the North and South Plutus Pits, and the Zeta pit to the South. These pits were worked extensively between 2012 and 2015 by Discovery Copper Botswana (Pty) Limited (“DCB”), which was owned and operated by Discovery Metals Limited. Due to these previous operations, a processing plant and infrastructure was already in place at Boseto when KCM acquired DCB from provisional liquidation in 2015.
Permitting and Encumbrances
Approvals for the operation are divided into the Mining Licenses issued by the Department of Mines and environmental approvals issued by the Department of Environmental Affairs (“DEA”). The following list of approvals is a subset of a much larger group of approvals received for the exploration, project development and operation of KCM’s activities.
37
Mine licenses have been issued by the Department of Mines as follows:
| ● | Khoemac a u Copper Mining Zone 5 Mining License (ML 2015/05L) – issued in 2015 with a 20-year validity. Khoemac a u revised this Mine License to include the new surface infrastructure at Zone 5 on the footwall side of the deposit and for the potential future processing of ore from other deposits controlled by KCM; and, |
| ● | Discovery Copper Botswana Mining License (Discovery ML 2010/99L) – issued in 2010 with 15-year validity. This Mining License was amended in 2014 and 2015 to include exploitation of the Zeta and Zeta NE targets, respectively. This Mining License was also amended in 2017 to reflect the execution of the Starter Project (i.e., throughput at the mill of 3.65 Mtpa using ore sourced from Zone 5). |
Five DEA approvals were received for the project, each requiring an individual Environmental and Social Impact Statements:
| ● | Boseto ML Amendment– including mill capacity increase from 3 to 3.65 Mtpa, repairs/modifications of surface infrastructure at the Boseto site, and sourcing of ore from Zone 5 (Authorized in November 2017); |
| ● | Zone 5 ML Amendment – including five additional boxcuts (to reflect the Zone 5 Expansion case) and construction of a 6 Mtpa processing facility at Zone 5, including TSF (Authorized in May 2018); |
| ● | Access Road/Haul Route – including service corridors for roads between A3, Boseto, and Zone 5. Also including emplacement of water pipelines from Haka, Boseto (Khoemac a u), and Zone 5 borefields as well as authorization of project power and communications line routing between Zone 5 and Boseto (Authorized in April 2017); |
| ● | BPC Powerline – including the powerline from the Legolthwane substation near Toteng village to Boseto (Authorized in May 2018); and, |
| ● | Communications Tower – a new cellular tower on an existing communications site in the Kwebe Hills (Authorized in May 2017). |
The submission of biannual monitoring reports to the DEA is a requirement of approval of the five separate Environmental Authorizations.
Additional prospecting licenses are in place for active exploration areas.
Property Geology
The Khoemac a u Project area is located in the Kalahari copper belt, which stretches over approximately 800 km from central Namibia to the east of Botswana. The deposit is hosted within the Ghanzi-Chobe Fold Belt, a series of deformed metavolcanic and metasedimentary rocks. Deposits within the fold belt typically consist of stratiform copper mineralization within veins between specific rock units.
Zone 5 has a deposit strike length of 4 km with mineralization dipping at 56 degrees to the south-east over an average thickness of 10 m. Mineralization is situated in the hanging wall sequence, 30 m above the contact between the D’Kar Formation and Ngwako Pan Formation. Mineralization is sub-parallel to lithology and typically cross-cuts host units from the lower D’Kar limestone unit in the south-west to the carbon rich siltstone unit and interbedded alternating siltstone and sandstone unit toward the north-east. The host rock assemblage is sandwiched between two competent sandstone units; the footwall Ngwako Pan quartzite sandstone and the hanging wall Marker sandstone. The down dip extension of mineralization has been drilled to a maximum depth of 1,200 m vertically below surface. The deposit remains open at depth (down dip) and partially along strike.
Mineral boundaries were interpreted to distinguish areas that comprised overburden, oxide plus sulfide minerals and sulfide-only assemblages. The near surface mineralized zone was identified as a transitional sulfide zone that contained both oxide and sulfide minerals. The boundary between this zone and the sulfide only undulates parallel to topography between 60 and 75 m deep below the surface. This boundary was defined by acid soluble copper and total copper ratios, logged drill core and recorded specific gravity values. Common minerals found in this zone, in order of abundance, include malachite, bornite, chalcopyrite, native copper and minor chrysocolla. A small zone of deeper oxidation, with
38
mineralization consisting dominantly of native copper, is located in the center portion of the deposit. This area shows strong brecciation and extends to depths of 400 m below the surface.
Economic mineralization consists of massive bornite and chalcocite with accompanying chalcopyrite and silver. Locally, secondary massive chalcocite has replaced bornite in the Central portion of the deposit at the forereef slope. These minerals are largely vein hosted and make up greater than 1.0% Cu grade domain. The mineralization is hosted within an extensive system of quartz and quartz carbonate veins, shears and cleavages. Parallel and sub-parallel shearing continues for hundreds of feet and are likely influenced by subtle changes in lithology and structure. Within the more competent units, shearing is replaced by brittle deformation, generally in the form of brecciation.
Localized parasitic folds, thrusts and shears have thickened the mineralization and repeated the stratigraphy resulting in enhanced copper and silver grades over very wide intervals. Structural data in the NE portion of the deposit suggests a gently plunging fold toward the south-west. The fold is overprinted in the center portion of the deposit by a vertically plunging facies change. These two areas have the highest grades and thickest intervals.
The Mango deposit is situated 10 km southwest and along strike of the Zone 5 deposit on the southeast limb of a regional anticline. The deposit has defined mineralization over a total strike length of 5 km dipping at 65° to the southeast. The central portion of the deposit is host to economic mineralization (copper and silver) over a strike length of 1.5 km, with an average thickness of 8 m. The deposit has been drilled to 700 meters below surface and remains open both along strike and at depth. High-grade copper sulfide mineralization typically consists of chalcopyrite and bornite with minor chalcocite.
Mineral Resources and Mineral Reserves
Table 1 Khoemac
a
u – Summary of Silver Mineral Resources at December 31, 2022,
Based on $21.35 Ag and $3.54 Cu
(1),(2),(3),(4)
|
|
Amount Tonnes (M) |
Ag Grades gpt |
Cu Grades % |
Cut-Off Grades |
Metallurgical Recovery (5) |
|
Measured Mineral Resources |
5.25 |
17.72 |
1.89 |
$65/t NSR |
88.3% Cu / 84.1% Ag |
|
Indicated Mineral Resources |
17.4 |
21.41 |
1.92 |
$65/t NSR |
88.1% Cu / 83.9% Ag |
|
Measured + Indicated Mineral Resources |
22.7 |
20.56 |
1.91 |
$65/t NSR |
88.2% Cu / 84.0% Ag |
|
Inferred Mineral Resources |
61.6 |
22.22 |
2.03 |
$65/t NSR |
88.2% Cu /84.1% Ag |
|
(1) |
Our metal stream on Khoemac a u pertains only to payable silver produced. Information on copper mineral resources is included because the primary production from Khoemac a u is copper; the presentation of copper mineral resources is necessary in understanding the economics of the project. |
(2) Reported mineral resource is as of December 31, 2022. Khoemac a u mineral resources are reported pursuant to the JORC code. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the JORC code, there are variations. Our metal stream on Khoemac a u pertains only to payable silver produced.
(3) Mineral resources are presented exclusive of mineral reserves.
|
(4) |
Our stream interest at Khoemac a u is 100% of payable silver produced. The silver mineral resources listed are 100% of the resources to which our stream interest applies. |
|
(5) |
Metallurgical recoveries for copper and silver vary based on the dominant copper mineral. Copper recoveries are generally 86-90%. Silver recoveries are 83.3-87.1%. Copper recoveries are reduced in areas where acid soluble copper is greater than 15% of total copper content. |
39
Table 2 Khoemac
a
u – Summary of Silver Mineral Reserves at December 31, 2022,
$21.35 Ag and $3.54 Cu
(1),(2),(3)
|
|
Reserves |
|
Cut-Off Grades |
Metallurgical Recovery (4) |
|
|
|
Amount Tonnes (M) |
Ag Grades gpt |
Cu Grades % |
|
|
|
Proven Mineral Reserves |
8.4 |
21.60 |
2.20 |
$65/t NSR |
88.3% Cu 84.2% Ag |
|
Probable Mineral Reserves |
21.3 |
19.23 |
1.91 |
$65/t NSR |
88.3% Cu 84.2% Ag |
|
Total Mineral Reserves |
29.7 |
19.90 |
1.99 |
$65/t NSR |
88.3% Cu 84.2% Ag |
|
(1) |
Our metal stream on Khoemac a u pertains only to payable silver produced. Information on copper mineral reserves is included because the primary production from Khoemac a u is copper; the presentation of copper mineral reserves is necessary in understanding the economics of the project. |
|
(2) |
Khoemac a u mineral reserves are reported at an effective date of December 31, 2022. Khoemac a u mineral reserves are reported pursuant to the JORC Code. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the JORC code, there are variations. |
|
(3) |
Our stream interest at Khoemac a u is 100% of payable silver. The silver mineral reserves listed are 100% of the reserves to which our stream interest applies. |
|
(4) |
Metallurgical recoveries for copper and silver vary based on the dominant copper mineral. Copper recoveries are generally 86-90%. Silver recoveries are 83.3-87.1%. Copper recoveries are reduced in areas where acid soluble copper is greater than 15% of total copper content. Treatment and refining charges are captured as a reduction in recoverable metal in the reserve model, 97% for copper and 90% for silver. |
Change in Mineral Resources and Mineral Reserves from Prior Year
The previous mineral resources and mineral reserves reported by the operator were as of June 30, 2021. This disclosure was the basis for our December 31, 2021 reporting. The reported silver mineral reserve decreased by 2.4 million ounces (11.4%) between our year ended December 31, 2021 (reported by the operator as of June 30, 2021) and the year ended December 31, 2022, due to mining depletion and changes to the resource model. Measured and indicated silver mineral resources decreased by 1.5 million ounces (9.2%) due to changes in the resource model.
Recent Developments
Silver stream deliveries from Khoemac a u were 1.5 million ounces during the year ended December 31, 2023, compared to approximately 951,500 ounces during the year ended December 31, 2022. Increased stream deliveries resulted from operations running at full capacity during the year. Deliveries during the prior year were lower due to the ramp-up of mining and processing operations throughout 2022 after completion of project construction in 2021.
According to KCM, operations at Khoemac a u continued at nameplate capacity through the year ended December 31, 2023, after the target production rate of 3.7 million tonnes per year (10,000 tonnes per day) was achieved in December 2022. As projected in the mine plan, KCM expects payable silver production in 2024 to range between 1.5 to 1.7 million ounces, which is slightly below the life of mine average due to lower silver grades in the upper portion of the Zone 5 deposit and the top-down mining sequence.
On November 21, 2023, KCM announced that the shareholders of its parent company, Cuprous Capital Ltd (“Cuprous”), had entered into a share purchase agreement with MMG Limited (“MMG”), whereby MMG will acquire all the issued share capital of Cuprous. MMG is a large and well-capitalized base metal mining company listed on the Stock Exchange of Hong Kong, with operations and projects in Australia, the Democratic Republic of the Congo, Peru and Canada. MMG has reported that the parties have agreed to work towards completion of the transaction in the first quarter of 2024.
During development of Khoemac a u, we made available a $25 million subordinated debt facility to KCM which is repayable at our option upon the occurrence of certain events, including a change of control. Including capitalized interest, the amount owing under this facility was approximately $35.7 million as of December 31, 2023.
40
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 November 7, 2022, effective December 31, 2021, pursuant to NI 43-101 and CIM Standards, and from Centerra Gold’s news release dated February 14, 2024, pursuant to NI 43-101. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own disclosure, 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 project.
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
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the TSF supernatant pond, pit dewatering, groundwater wells, fresh water from Meadows Creek, Rainbow Creek (temporary approval) and Philip Lake (temporary approval).
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 existing port storage facilities of Vancouver Wharves in North Vancouver and loaded as lots 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, our stream interest covers Mining Lease 631503 and 110 mineral claims covering 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 Gold Inc. (“Centerra”), and RGLD Gold (as amended, the “Milligan Stream Agreement”), we own 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, we 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. Through approximately 2029, we 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, we will 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. We will have the right to recover any such payments from future cash support payments beginning in approximately 2030 when metal prices are above $1,600 per ounce of gold and $3.50 per pound of copper. In addition, starting in approximately 2030, we will 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, starting in approximately 2036, we 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 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, 2023, approximately 733,200 ounces of payable gold and 83.6 million pounds of payable copper have been delivered to us.
Property Description
Mount Milligan is a copper-gold porphyry deposit, consisting of two principal zones, the Main Zone and the Southern Star (SS) 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.
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The mining operation’s equipment fleet comprises two 30 cm electric blast hole drills, two 41 m 3 electric cable shovels, one 22 m 3 hydraulic excavator and two 19 m 3 front end loader 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-meter 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 m 3 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% Cu and 30 to 40 g/t Au.
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 (“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. (“Continental Gold”) and continued ongoing drilling in a joint venture with BP Resources.
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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 Gold Corporation (“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 Mount Milligan development 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:
| 1. | On 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. |
| 2. | On 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). |
| 3. | On 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. On February 13, 2024, we entered into the Cost Support Agreement described above to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan.
Permitting and Encumbrances
As of the 2022 Technical Report, Mount Milligan held or was in the process of obtaining all permits required for the operation of its business for the defined LOM.
Mount Milligan was designed to use surface water and groundwater sources for processing. Stored water inventory is critical to the ability to process ore through the mill on a sustainable basis. In the winter months of 2018 and 2019, due to sustained periods of low precipitation in the preceding months and corresponding low levels of stored water inventory, Mount Milligan experienced a lack of sufficient water resources that caused temporary suspensions and reductions of processing operations. In February 2019, the British Columbia Environmental Assessment Office approved an amendment to the Mount Milligan environmental assessment certificate (EAC #M09-1) to permit access to additional sources of surface water and groundwater until November 30, 2021, which was subsequently extended in early 2021 to November 2023.
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In addition to accessing water from Rainbow Creek and Meadows Creek, Mount Milligan received temporary approvals to pump water from Philip Lake during a portion of the Spring run-off period. Mount Milligan continues to access ground water from the Lower Rainbow Valley wellfield as well as other groundwater wells near the TSF. The operation has received approval to draw groundwater from within a 6 km radius of the operation for the LOM.
On January 6, 2022, TCM received the approval of an amendment to EAC #M09-01 to utilize LOM surface water withdrawals external to the TSF during the open water season (April 1 to November 30) from either the Nation River as a single surface water source or Rainbow Creek and Philip Lake 1 as a combined surface water source. Following additional engineering studies, cost optimization, and hydrological analysis, TCM is seeking Water Sustainability Act license applications for the Rainbow Creek and Philip Creek option. This option, in addition to the currently permitted groundwater withdrawals, will be sufficient to maintain operations at current production targets for the approved LOM.
Property Geology
The Mount Milligan deposits are categorized as silica-saturated alkalic Cu-Au porphyry deposits associated with alkaline monzodioritic-to-syenitic igneous rocks. Two styles of mineralization have been identified.
| o | Early-stage porphyry Au-Cu mineralization (and early-stage vein types) associated with composite monzonite porphyry stocks and related hydrothermal breccia, and narrower dyke and breccia complexes. |
| o | 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. |
Mineral Resource and Mineral Reserves
Table 1 Mount Milligan – Summary of Copper and Gold Mineral Resources at
December 31, 2023, Based on $3.75 Cu and $1,800 Au
(1),(2),(3),(4)
|
Amount Tonnes (M) |
Au Grade gpt |
Cu Grade % |
Cut-Off Grade (5) |
Metallurgical Recovery |
|
|
Measured Mineral Resources |
118.3 |
0.25 |
0.17 |
$8.46 NSR |
(6) |
|
Indicated Mineral Resources |
141.6 |
0.30 |
0.13 |
$8.46 NSR |
(6) |
|
Measured + Indicated Mineral Resources |
259.9 |
0.27 |
0.15
|
$8.46 NSR |
(6) |
|
Inferred Mineral Resources |
7.8 |
0.34 |
0.14 |
$8.46 NSR |
(6) |
|
(1) |
Reported mineral resource is as of December 31, 2023. Centerra reports resources pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(2) |
Mineral resources are presented exclusive of mineral reserves. |
|
(3) |
Our stream interest at Mount Milligan is 35% of payable gold and 18.75% of payable copper. The mineral resources listed are 100% of the mineral resources to which our stream interest applies. |
|
(4) |
Mineral resources are reported at an $8.46 NSR per tonne cut-off using metal prices of $3.75 per pound copper and $1,800 per ounce gold, and an exchange rate of 1USD:1.30CAD. |
|
(5) |
The open pit mineral resources are constrained by a pit shell and are reported based on a NSR cut-off of $8.46 NSR per tonne that takes into consideration metallurgical recoveries, concentrate grades, transportation costs, and smelter treatment charges in determining economic viability. |
|
(6) |
Metallurgical recoveries for reporting mineral resources assume variable copper recoveries between 75% and 83% and gold recoveries between 55% and 65%. Copper equivalent is estimated to blocks according to variable gold and copper recoveries. |
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Table 2 Mount Milligan – Summary of Copper and Gold Mineral Reserves at
December 31, 2023, Based on $3.50 Cu and $1,500 Au
(1),(2),(3)
|
|
|
||||
|
Amount Tonnes (M) |
Au Grade gpt |
Cu Grade % |
Cut-Off Grade (4) |
Metallurgical Recovery |
|
|
Proven Mineral Reserves |
215.6 |
0.34 |
0.17 |
$8.65 NSR |
(5) |
|
Probable Mineral Reserves |
134.4 |
0.39 |
0.18 |
$8.65 NSR |
(5) |
|
Total Mineral Reserves |
250.0 |
0.35 |
0.17 |
$8.65 NSR |
(5) |
|
(1) |
Reported mineral reserve is as of December 31, 2023. Centerra reports mineral reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(2) |
Our stream interest at Mount Milligan is 35% of payable gold and 18.75% of payable copper. The mineral reserves listed are 100% of the mineral reserves to which our stream interest applies.
|
|
(3) |
The mineral reserves have been estimated based on a gold price of $1,500 per ounce, copper price of $3.50 per pound and an exchange rate of 1USD:1.30CAD. |
|
(4) |
The open pit mineral reserves are estimated by Centerra based on an NSR cut-off of $8.65 per tonne that takes into consideration metallurgical recoveries, concentrate grades, transportation costs, and smelter treatment charges in determining economic viability. |
|
(5) |
Metallurgical recoveries are estimated using regression curves based on operational and metallurgical test work data. Annual average copper recoveries range from 76.4% to 82.4%. Annual average gold recoveries range from 55.2% to 64.2%. |
Change in Mineral Resources and Mineral Reserves from Prior Year
For Mount Milligan, mineral resources and mineral reserves increased as of December 31, 2023, as compared to mineral resources and mineral reserves as of December 31, 2022, due to changes in economic assumptions for resources and reserves reporting. Gold measured and indicated mineral resources increased from 1.7 million to 2.3 million ounces (34%) and copper increased from 695 million to 851 million pounds (22%). Gold proven and probable mineral reserves increased from 2.6 million to 2.8 million ounces (7%) and copper increased from 902 million to 962 million pounds (7%).
Recent Developments
Gold stream deliveries from Mount Milligan were approximately 56,800 ounces during the year ended December 31, 2023, compared to approximately 68,900 ounces for the year ended December 31, 2022. Copper stream deliveries from Mount Milligan were approximately 10.9 million pounds during the year ended December 31, 2023, compared to approximately 14.8 million pounds during the year ended December 31, 2022. Gold and copper stream deliveries for the year ended December 31, 2023, relate to mine production during the approximate period August 2022 to July 2023. During this period Centerra reported production was impacted by mine sequencing and lower gold grades than planned when mining was occurring in an ore-waste transition zone, with this lower grade ore also impacting plant recoveries. The decrease in deliveries was also impacted by differences in timing of shipments and settlements during the periods.
On October 31, 2023, Centerra reported that a full asset optimization review of Mount Milligan has been launched, which includes assessments of productivity and cost efficiency opportunities in concert with mine plan optimization. Centerra expects this review to identify and drive incremental operational improvements and is expected to be completed in 2024.
On February 13, 2024, we entered into the Cost Support Agreement described above to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan. The Cost Support Agreement is expected to provide a basis for a reserve increase and extension of the Mount Milligan mine life to 2035.
Additionally, on February 14, 2024, Centerra provided 2024 production guidance for Mount Milligan of 180,000 to 200,000 ounces of gold and 55 to 65 million pounds of copper.
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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, and the mineral resource and mineral reserve updates are derived from Barrick’s MD&A dated February 13, 2024 pursuant to NI 43-101. Royal Gold requested information prepared pursuant to SK1300 or access to the underlying technical data sufficient to prepare its own technical report summary, 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 Corporation (“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 surfaced, 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
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cycle reciprocating engine power plant, together with an approximately 72 km transmission line connecting the plant to the minesite. 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 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 Special Lease Agreement of Mining Rights (“SLA”), as amended in November 2009 and in October 2013. The Lease 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 net smelter return 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, we own 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. We also own the right to purchase 75% of Barrick’s interest in the silver produced from the Pueblo Viejo mine, subject to a fixed silver recovery of 70%, until 50 million ounces of silver have been delivered, and 37.5% thereafter. 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, 2023, approximately 342,800 ounces of payable gold and 12.2 million ounces of payable silver have been delivered to us.
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 CIL circuit and electrowinning. Barrick is in the final stages of completing a plant expansion and mine life extension
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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) into the mid 2040’s.
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-meter 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 m 3 hydraulic shovels and 22 m 3 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 (SAG) 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 tonnes per day 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 TSF is located in the El Llagal valley, located approximately 4 km south of the plant site. The Lower Llagal TSF, made up of one main dam and three saddle dams, will contain all of the waste rock generated over the life of the Pueblo Viejo mine as well as process tailings up to 2028. In addition to solids storage, the Lower Llagal TSF is sized to provide storage for an operating pond and for extreme precipitation events. In conjunction with the plant expansion project, Barrick is currently in the design and permitting stages to construct the new El Naranjo TSF, which is intended to extend the mine life to the mid-2040s.
Age and Condition of Infrastructure
The mine initiated pre-stripping in 2010 and the mill was commissioned in 2012.
We do not have specific information about the physical condition of equipment and infrastructure at the 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
49
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 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 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 Environmental Impact Assessment (“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, which focuses on dewatering, buttressing, and improving the stability of the old Mejita tailings facility. Dewatering of the old Mejita tailings facility was completed in 2018, as well as the geotechnical investigation program. In 2020, the Environmental Management Plan of the State (Plan de Administración del Estado) achieved progress for the Mejita tailings cover component, with work occurring mainly at the north and central ponds. Progress was also
50
made on the buttress excavation, with phase 1 now complete. In 2022, the PVDC plans to complete the buttress engineering design for phase 2 and then resume the buttress fill construction and tailings cover component.
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 completing work to advance studies for the construction of the new El Naranjo tailings impoundment facility, and permitting activities are underway.
Barrick also reported that in 2021, PVDC’s activities at the Pueblo Viejo mine were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.
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.
Mineral Resources and Mineral Reserves
Table 1
Pueblo Viejo
– Summary of Gold and Silver Mineral Resources at December 31, 2023,
Based on $1,700 Au and $21 Ag
(1),(2),(3)
|
|
Amount Tonnes (M) |
Au Grade gpt |
Ag Grade gpt |
Cut-Off Grades (4) |
Metallurgical Recovery (5) |
|
Measured Mineral Resources |
11 |
1.41 |
7.97 |
ND |
ND |
|
Indicated Mineral Resources |
50 |
1.52 |
7.48 |
ND |
ND |
|
Measured + Indicated Mineral Resources |
61 |
1.42 |
7.57 |
ND |
ND |
|
Inferred Mineral Resources |
4.6 |
1.6 |
8.1 |
ND |
ND |
|
(1) |
Reported mineral resource is as of December 31, 2023. Barrick reports mineral resources pursuant to the CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(2) |
Mineral resources are presented independent of mineral reserves. |
51
|
(3) |
Our stream interest at Pueblo Viejo is 7.5% of payable gold until 990,000 ounces are delivered, 3.75% thereafter, and 75% of payable silver until 50 million ounces are delivered, and 37.5% thereafter. Mineral resources are disclosed on a 60% basis, as our stream agreement covers the 60% ownership share held by Barrick. |
|
(4) |
Specific cut-off grades for mineral resource estimates for Pueblo Viejo have not been disclosed by the operator. |
|
(5) |
Gold and silver metallurgical recovery assumptions for Pueblo Viejo have not been disclosed by the operator. |
Table 2
Pueblo Viejo
– Summary of Gold and Silver Mineral Reserves at December 31, 2023,
Based on $1,300 Au and $18 Ag
(1),(2)
|
Amount Tonnes (M) |
Au Grade gpt |
Ag Grade gpt |
Cut-Off Grades (3) |
Metallurgical Recovery (4) |
|
|
Proven Mineral Reserves |
39 |
2.28 |
13.15 |
ND |
ND |
|
Probable Mineral Reserves |
140 |
2.10 |
13.26 |
ND |
ND |
|
Total Mineral Reserves |
170 |
2.14 |
13.24 |
ND |
ND |
|
(1) |
Reported mineral reserve is as of December 31, 2023. Barrick reports mineral reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(2) |
Our stream interest at Pueblo Viejo is 7.5% of payable gold until 990,000 ounces are delivered, 3.75% thereafter, and 75% of payable silver until 50 million ounces are delivered, and 37.5% thereafter. Mineral reserves are disclosed on a 60% basis, as our stream agreement covers the 60% ownership share held by Barrick. |
|
(3) |
Specific cut-off grades for mineral reserve estimates for Pueblo Viejo have not been disclosed by Barrick. |
|
(4) |
Gold and silver metallurgical recovery assumptions for Pueblo Viejo have not been disclosed by Barrick. |
Change in Mineral Resources and Mineral Reserves from Prior Year
Between December 31, 2022 and December 31, 2023, measured and indicated gold mineral resources increased from 2.8 million to 3.5 million ounces (25%) and silver mineral resources increased from 15 million to 17 million ounces (13%). Proven and probable gold mineral reserves decreased from 12.3 million to 11.9 million ounces (3.3%) and silver mineral reserves decreased from 77 million to 74 million ounces (3.9%) net of mining depletion. This was primarily a result of mining depletion, offset by resource expansion due to ongoing exploration.
Recent Developments
Gold stream deliveries from Pueblo Viejo were approximately 25,400 ounces for the year ended December 31, 2023, compared to approximately 32,500 ounces for the year ended December 31, 2022. Gold production was impacted by lower ore grades processed due to mine sequencing, as well as lower mill throughput and lower mill recovery associated with the commissioning of the mill expansion.
Silver stream deliveries were approximately 0.9 million ounces for the year ended December 31, 2023, compared to 1.2 million ounces for the year ended December 31, 2022. During the year ended December 31, 2023, an additional 341,000 ounces of silver deliveries were 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. If actual recovery rates fall below the contractual 70% recovery rate, ounces may be deferred with deferred ounces to be delivered in future periods as silver recovery allows. As of December 31, 2023, approximately 854,000 ounces remain deferred. We expect that silver recoveries could remain highly variable and material deliveries of deferred silver ounces are not expected until the plant expansion project is complete and is running at full production levels.
On February 14, 2024, Barrick provided an update on the plant expansion and mine life extension project at Pueblo Viejo. According to Barrick, construction and commissioning activities for the plant expansion were substantially completed by the end of 2023. Reconstruction of the ore stockpile feed conveyor is underway after a failure reported in the fourth quarter, and Barrick now expects this reconstruction to be completed in the second quarter of 2024, which will allow the plant to reach full throughput. Barrick further reported that the focus during the first quarter of 2024 will be on the continued
52
stability and optimization of the flotation circuit. With respect to the mine life extension project, Barrick reported that the technical and social studies for additional tailings storage capacity at the El Naranjo facility continued to advance as planned. Geotechnical drilling and site investigations are ongoing and continue to support the feasibility study, due for completion in the third quarter of 2024.
Barrick is expecting its share of gold production at Pueblo Viejo to be 420,000 to 490,000 ounces in 2024 (60% basis).
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 Technical Report Summary dated February 23, 2023, and from Barrick’s MD&A dated February 13, 2024 pursuant to NI 43-101. Barrick provides us with non-public mineral resource and mineral reserve updates specific to our royalty area in accordance with CIM Standards. While Barrick has announced updated mineral resources and mineral reserves for Cortez in its February 13, 2024 MD&A, as of the date of this disclosure, we have not yet received updates specific to our royalty area. Royal Gold requested information prepared pursuant to SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, 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 Nevada Gold Mines LLC (“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 51°F. Precipitation averages six inches per year, primarily derived from snow and summer thunderstorms.
53
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 Nevada State Route 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 their 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.
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. The Legacy Zone is our largest royalty exposure at the Cortez Complex, representing an equivalent 9.4% 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 2.2% GSR royalty rate over the Goldrush SE deposit and a 0.45% GSR royalty rate over the Robertson deposit.
NGM does not provide guidance or production results for the individual mines within the Cortez Complex, and each of the NGM partners provides consolidated guidance and results for their respective interests. We have typically provided, and expect to continue to provide, annual guidance for the total gold production subject to the Legacy Zone royalty interest. 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.
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Table 1 Cortez Complex – Royal Gold Royalty Interests
|
(1) |
Approximate equivalent royalty after blending the detailed royalty rates. Assumes total deduction to the Rio Tinto Royalty of 3% for the Legacy Royalties and the Idaho Royalty, and a 60% conversion from NVR to GSR rates. |
|||||||||
|
(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. |
|||||||||
|
(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 4.91%. |
|||||||||
|
(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 [(gold produced from Pipeline and Crossroads) x (gold price) x (8% GSR approximate royalty rate) + (gold produced from Goldrush SE) x (gold price) x (1.4167% NVR) + (gold produced from Pipeline and Crossroads) x (gold price) x (0.689% GSR) + (gold produced from Cortez Hills, Cortez Pits, Goldrush, Fourmile and Robertson) x (gold price) x (1.2859% GSR) ]} 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. |
|||||||||
We also own two additional royalties in the Cortez area where there is currently no production and no mineral resources or mineral reserves attributed to these royalty interests.
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
55
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
56
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.
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 underground mining operation, and the Goldrush, 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 Cortez Hills are based on an ore production rate of 3,500 tpd.
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.
57
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 project is currently in development. The primary access is a set of twin declines developed to allow exploration and initial test stoping on the orebody. 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 will be 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). All Goldrush samples showed a relatively high gold recovery in the bench-scale roast tests. 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 expected to be 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
58
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 joint venturers, 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 that have been issued for the currently active areas of Cortez (i.e., Crossroads, Pipeline, and Cortez Hills).
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.
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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 (KB) 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.
Mineral Resources and Mineral Reserves
Table 1 Cortez – Summary of Gold Mineral Resources at December 31, 2023,
Based on $1,700 Au
(1),(2),(3)
|
Amount Tonnes (M) |
Au Grade gpt |
Cut-Off Grade |
Metallurgical Recovery |
|
|
Measured Mineral Resources |
- |
- |
(4) |
(5) |
|
Indicated Mineral Resources |
99 |
1.68 |
(4) |
(5) |
|
Measured + Indicated Mineral Resources |
99 |
1.68 |
(4) |
(5) |
|
Inferred Mineral Resources |
166 |
1.72 |
(4) |
(5) |
|
|
|
|
(1) |
Reported mineral resource is as of December 31, 2023. Barrick reports mineral resources pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral resources determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral resources determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(2) |
Mineral resources are presented exclusive of mineral reserves. |
|
(3) |
We control various royalty positions at Cortez, including (i) the overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR3, NVR1 and NVR1C), which are equivalent to an approximate 8% gross smelter return royalty and cover (as of December 31, 2021) 5.2 million tonnes of measured and indicated mineral resources at an average grade of 1.33 gpt; (ii) NVR2 over a portion of the Goldrush property, which is a 1% NVR covering 0.9 million tonnes of indicated |
60
|
resource averaging 4.42 gpt and 2.1 million tonnes of inferred resources grading 4.67 gpt.; (iii) The Rio Tinto Royalty, which is an effective 1.2% gross royalty on the Cortez Complex (excluding the existing Robertson deposits) at gold prices above $900 per ounce; and (iv) the Idaho Royalty, which is an approximate 0.24% gross royalty covering areas including the Pipeline and Crossroads deposits, and an approximate 0.45% gross royalty covering areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. Barrick has updated mineral resource reporting for Cortez as of December 31, 2022, but has not yet provided us with the breakdown by region. Our royalties for Cortez cover all metals, but Barrick reports only gold resources for Cortez. |
|
|
(4) |
Specific cut-off grades for mineral resource estimates for Cortez have not been disclosed by Barrick. |
|
(5) |
Metallurgical recovery assumptions for Cortez have not been disclosed by Barrick. |
Table 2 Cortez – Summary of Gold Mineral Reserves at December 31, 2023,
Based on $1,300 Au and $18 Ag
(1),(2)
|
Amount Tonnes (M) |
Au Grade gpt |
Cut-Off Grade |
Metallurgical Recovery |
|
|
Proven Mineral Reserves |
1.8 |
1.86 |
(3) |
(4) |
|
Probable Mineral Reserves |
211 |
2.13 |
(3) |
(4) |
|
Total Mineral Reserves |
213 |
2.15 |
(3) |
(4) |
|
(1) |
Reported mineral reserve is as of December 31, 2023. Barrick reports mineral reserves pursuant to CIM Standards. SK1300 does not permit reciprocal recognition of mineral reserves determined under the mining disclosure regime of another jurisdiction. The amounts, grades and recovery of mineral reserves determined under SK1300 could vary from the disclosure set forth here. While the SK1300 definitions are substantially similar to those set forth in the CIM Standards, there are variations. |
|
(2) |
We control various royalty positions at Cortez, including (i) the overlapping royalties covering the Pipeline and Crossroads deposits (known as GSR1, GSR2, GSR3, NVR1 and NVR1C), which are equivalent to an approximate 8% gross smelter return royalty and cover (as of December 31, 2021) 56.6 million tonnes of proven and probable reserves at an average grade of 1.65 gpt; (ii) NVR2 over a portion of the Goldrush property, which is a 1% NVR covering 4.9 million tonnes of probable reserves averaging 7.13 gpt; (iii) The Rio Tinto Royalty, which is an effective 1.2% gross royalty on the Cortez Complex (excluding the existing Robertson deposits) at gold prices above $900 per ounce; and (iv) the Idaho Royalty, which is an approximate 0.24% gross royalty covering areas including the Pipeline and Crossroads deposits, and an approximate 0.45% gross royalty covering areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. Barrick has updated reserve reporting for Cortez, but has not yet provided us with the breakdown by region. Our royalties for Cortez cover all metals, but Barrick reports only gold reserves for the property. |
|
(3) |
Specific cut-off grades for mineral reserve estimates for Cortez have not been disclosed by Barrick. |
|
(4) |
Metallurgical recovery assumptions for Cortez have not been disclosed by Barrick. |
Change in Mineral Resources and Mineral Reserves from Prior Year
From December 31, 2022 to December 31, 2023, measured and indicated gold mineral resources have increased from 5.2 million to 5.4 million ounces (3%) and proven and probable gold mineral reserves have decreased from 15.7 million to 14.7 million ounces (6%), primarily as a result of mining depletion, partially offset by reserves replacement.
Recent Developments
Production attributable to our royalty interests at the Cortez Complex for the year ended December 31, 2023, was approximately 890,700 ounces of gold, of which 396,000 ounces were attributable to the Legacy Zone, and 494,700 ounces were attributable to the CC Zone, compared to approximately 414,100 ounces of gold for the year ended December 31, 2022, of which 299,800 ounces were attributable to the Legacy Zone, and 114,400 ounces were attributable to the CC Zone. The increase was primarily due to the addition of new royalties in 2022 that increased royalty coverage over producing areas within the Cortez Complex.
On December 11, 2023, Barrick reported that the ROD approving the plan of operations for the new Goldrush mine was issued by the BLM, approximately 6 months later than Barrick’s initial expectation. Barrick anticipates production to ramp up in 2024 after commissioning of the initial project infrastructure, and has forecasted gold production from Goldrush of 130,000 ounces in 2024, growing to approximately 400,000 ounces per year in 2028 (100% basis) .
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Further, on February 14, 2024, Barrick reported that production at the Cortez Complex in 2024 is expected to be lower in 2024 relative to 2023 primarily due to changes in the Crossroads resource model that are expected to reduce oxide mill feed. Barrick expects this reduction to be partially offset by a higher contribution from Goldrush, although the delay in receiving the ROD during 2023 has pushed some production at Goldrush from 2024 into 2025. Barrick is expecting gold production at the Cortez Complex to be 620,000 to 680,000 ounces in 2024 (100% basis).
Peñasquito
The disclosures below regarding Peñasquito are derived from the NI 43-101 Technical Report dated June 30, 2018 pursuant to NI 43-101 and CIM Standards, and the mineral resource and reserve updates are derived from Newmont’s 10-K dated December 31, 2022, pursuant to SK1300. Royal Gold requested information prepared in accordance with SK1300 or access to underlying technical data sufficient to prepare its own technical report summary, and the operator denied the request.
Location
The Peñasquito open pit mine and ore processing facilities are located approximately 200 km northeast of the city of Zacatecas and 27 km west of the town of Concepción del Oro, Zacatecas, Mexico, at 24.65°N latitude and 101.68°W longitude.
The terrain is generally flat, with some rolling hills, and the prevailing elevation of the property is approximately 1,900 m above sea level. The climate is generally dry with precipitation being limited for the most part to a rainy season in the months of June and July. Annual precipitation for the area is approximately 700 mm.
Infrastructure
Infrastructure to support the mining and processing operation is in place and well established.
There are two access routes to the site. The first is via a turnoff from Highway 54 onto the State La Pardita road, then onto the Mazapil to Cedros State road. The second access is via the Salaverna by-pass road from Highway 54 approximately 25 km south of Concepción del Oro. The Salaverna by-pass is a new, purpose-built gravel road that eliminates the steep
62
switchback sections of cobblestone road just west of Concepción Del Oro and passes the town of Mazapil. From Mazapil, this is a well-maintained gravel road that accesses the main gate of the mine.
The closest rail link is 100 km to the west.
There is a private airport on site and commercial airports in the cities of Saltillo, Zacatecas and Monterrey. Travel from Monterrey/Saltillo is approximately 255 km, about three hours to site. Travel from Zacatecas is approximately 270 km, about 3.5 hours to site.
Power is supplied from the 182 MW power purchase agreement with InterGen, delivered to the mine by the Mexican Federal Electricity Commission (Comisión Federal de Electricidad or CFE). CFE also continues to provide backup power supply for both planned and unplanned shutdowns from the InterGen power plant.
Process and potable water for the Peñasquito mine is sourced from the Torres-Vergel well field located 6 km west of the Peñasquito Mine and an additional groundwater source within the Cedros basin named the Northern Well Field.
The mine has received permits to pump up to 4 million m 3 of this water per year via eight water rights titles over the Torres and Vergel water well field and Northern Well field. Peñasquito continuously monitors the aquifers to ensure they remain sustainable, through a network of monitoring wells to measure water levels and water quality.
A skilled labor force is available in the region and surrounding mining areas of Mexico. Fuel and supplies are sourced from nearby regional centers such as Monterrey, Monclova, Saltillo and Zacatecas and imports from the U.S. via Laredo.
Site accommodations comprise a camp with full dining, laundry and recreational facilities.
Area of Interest
At Peñasquito, our royalty interest covers 20 mining concessions comprising 45,823 hectares covering the Chile Colorado and Peñasco open pit mines.
Royalty Agreement
Under the Termination of Property Rights Agreement dated May 5, 1999, between Kennecott Exploration Company, Minera Kennecott S.A. de C.V. (together, “Kennecott”), Western Copper Holdings Ltd and Minera Western Copper S.A. de C.V., and assigned by Kennecott to Royal Gold in 2006 and as supplemented in 2012, we own a production payment equivalent to a 2.0% NSR royalty on all metal production from the Peñasquito open pit mine, located in the State of Zacatecas, Mexico, and operated by a subsidiary of Newmont.
Property Description
The Peñasquito mine is a production stage property comprised of two open pit surface mines and a complex flotation and pyrite leaching processing facility.
The open pit operation is undertaken using a conventional truck-and-shovel fleet that consists of five rope shovels, three hydraulic shovels, 3 front-end loaders paired with 82 haul trucks with a 312-tonne payload capacity, and nine blasthole drills.
The Peñasquito Operations currently consist of a sulfide plant that processes a maximum of 119,000 t/d of sulfide ore. The sulfide process plant design was based on a combination of metallurgical test work, previous study designs, and previous operating experience. The design is conventional to the gold industry and has no novel parameters.
The sulfide plant consists of the following units: coarse ore stockpile; grinding (semi-autogenous grind (SAG) and ball) mills circuit; augmented feed circuit (cone crusher, pebble crusher and high-pressure grind roll (HPGR)) and carbon, lead and zinc flotation circuits.
63
A pyrite leach process circuit treats the zinc rougher tailing from the concentrator for recovery of residual gold and silver. The process comprises pyrite rougher and cleaner flotation, pre-cleaner concentrate regrinding, pyrite thickening, and post-cleaner regrind, agitated tank leaching, counter-current decantation, Merrill-Crowe precipitation, precious metals refining and a cyanide detoxification circuit. The pyrite leach process circuit produces doré bars.
The markets for the lead and zinc concentrates from the Peñasquito mine are worldwide with smelters located in Mexico, Canada, United States, Asia and Europe.
All required project infrastructure, such as roadways, mine and administration buildings, process plant, explosives storage facility, fuel farm, truck shop, workshops and security, has been constructed and is operational.
Age and Condition of Infrastructure
Mine construction commenced in 2007. Sulfide processing plants were commissioned in 2009 and 2010. A pyrite leach project for leaching gold from pyrite tailings was completed in 2018.
Royal Gold does not have specific information as to the physical condition or the age or condition of the equipment and infrastructure.
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 1568, Spanish explorers discovered gold-silver deposits at Concepcion del Oro, 30 km to the east of the Peñasquito operations. Since then, the Concepcion del Oro area has produced 1.5 million ounces of gold and 250 million ounces of silver. About the same time, the Spanish also worked at the project developing shallow shafts and pits.
A summary of the known project owners over the mineral concessions covering the Peñasquito operations area are as follows:
Mine construction commenced in 2007. Initial concentrates were produced as part of the commissioning process in October 2009. A second sulfide processing line was commissioned in June 2010. A pyrite leach project for leaching gold from pyrite tailings was completed in November 2018. The property was acquired in April 2019 by Newmont upon the acquisition of Goldcorp.
Permitting and Encumbrances
Surface rights in the vicinity of the Peñasco and Chile Colorado open pits are held by three ejidos: Ejido Cedros, Ejido Mazapil and Ejido Cerro Gordo. Peñasquito has signed land use agreements with each ejidos, valid through 2035 and 2036, and the relevant private owners. In August 2020, Newmont and the Cedros General Assembly ratified the definitive agreement that was reached on April 22, 2020 and resolved all outstanding disputes between Peñasquito and the San Juan
64
de Cedros community. In addition, easements have been granted in association with the La Pardita-Cedros Highway and the El Salero-Peñasquito powerline.
Newmont holds the appropriate permits under local, State and Federal laws to allow mining operations. Key permits include: environmental impact assessment; land use change; environmental risk; waste management; concession title for groundwater extraction; waste water discharge permit; environmental license (Licencia Ambiental Única); explosives permit; and accident prevention program.
Property Geology
The Peñasquito operation consists of two deposits: the Peñasco deposit, centered on a diatreme breccia pipe; and the Chile Colorado deposit, comprised of mineralized sedimentary rocks adjacent to the Brecha Azul diatreme. The diatreme and sediments contain and are surrounded by disseminated, veinlet and vein-hosted sulfides and sulfosalts containing base metals, silver, and gold.
Peñasco and Brecha Azul, which are funnel-shaped breccia pipes, flare upward and are filled with brecciated sedimentary and intrusive rocks, cut by intrusive dikes. The two diatremes are considered to represent breccia-pipe deposits developed as a result of Tertiary intrusion-related hydrothermal activity. Alteration mineral zoning, porphyry intrusion breccia clasts, and dikes all suggest the diatreme-hosted deposits represent distal mineralization some distance above an underlying quartz-feldspar porphyry system.
The larger diatreme, Peñasco, has dimensions of 900 m by 800 m immediately beneath surface alluvial cover, and diatreme breccias extend to at least 1,000 m below surface. The Brecha Azul diatreme, which lies to the southeast of Peñasco, is about 500 m in diameter immediately below alluvium, and diatreme breccias also extend to at least 1,000 m below surface. Porphyritic intrusive rocks intersected in drilling beneath the breccias may connect the pipes at depth.
Chile Colorado is a mineralized stock work located southwest of Brecha Azul in sediments of the Caracol Formation, with the geometry of approximately 600 m by 400 m immediately beneath surface alluvial cover, and it extends to at least 500 m below the surface.
Polymetallic mineralization is hosted by the diatreme breccias, intrusive dikes, and surrounding siltstone and sandstone units of the Caracol Formation. The diatreme breccias are broadly classified into three units, in order of occurrence from top to bottom within the breccia column, which are determined by clast composition:
| ● | Sediment-clast breccia; |
| ● | Mixed-clast breccia (sedimentary and igneous clasts); and |
| ● | Intrusive-clast breccia. |
Mineralization consists of disseminations, veinlets and veins of various combinations of medium to coarse-grained pyrite, sphalerite, galena, and argentite (Ag 2 S). Sulfosalts of various compositions are also abundant in places, including bournonite (PbCuSbS 3 ), jamesonite (PbSb 2 S 4 ), tetrahedrite, polybasite (Ag,Cu) 16 (Sb,As) 2 S 11 , and pyrogyrite (Ag 3 SbS 3 ). Stibnite (Sb 2 S 3 ), rare hessite (AgTe), chalcopyrite, and molybdenite have also been identified. Telluride minerals are the main gold-bearing phase, with electrum and native gold also being identified.
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Mineral Resources and Mineral Reserves
Table 1 Peñasquito – Summary of Gold, Silver, Lead, and Zinc Mineral Resources at December 31, 2022,
Based on $1,600 Au, $23.00 Ag, $1.20 Pb, and $1.45 Zn
(1),(2),(3)
|
Amount Tonnes (M) |
Au Grade gpt |
Ag Grade gpt |
Pb Grade % |
Zn Grade % |
Cut-Off Grade |
Metallurgical Recovery |
|
|
Measured Mineral Resources |
47.4 |
0.25 |
23.94 |
0.26 |
0.62 |
(4) |
(5) |
|
Indicated Mineral Resources |
263.5 |
0.25 |
23.99 |
0.23 |
0.53 |
(4) |
(5) |
|
Measured + Indicated Mineral Resources |
310.9 |
0.26 |
23.98 |
0.23 |
0.54 |
(4) |
(5) |
|
Inferred Mineral Resources |
84.7 |
0.41 |
27.24 |
0.23 |
0.53 |
(4) |
(5) |
|
(1) |
Reported mineral resource is as of December 31, 2022. Newmont reports mineral resources pursuant to SK1300. |
|
(2) |
Mineral resources are presented exclusive of mineral reserves. |
|
(3) |
Our interest at Peñasquito is a 2.0% NSR on all metals. The mineral resources listed are 100% of the mineral resources to which our royalty interest applies. |
|
(4) |
Gold cut-off grade varies with level of silver, lead, and zinc credits. Specific cut-off grades have not been disclosed by the operator. |
|
(5) |
Peñasquito mineral resources are presented assuming a 69% average metallurgical recovery for gold, 87% recovery for silver, 81% recovery for zinc, and 72% recovery for lead. |
Table 2 Peñasquito – Summary of Gold, Silver, Lead, and Zinc Mineral Reserves at December 31, 2022,
Based on $1,400 Au, $20,00 Ag, $1.00 Pb, and $1.20 Zn
(1),(2)
|
|
Amount Tonnes (M) |
Au Grade gpt |
Ag Grade gpt |
Pb Grade % |
Zn Grade % |
Cut-Of Grade |
Metallurgical Recovery |
|
Proven Mineral Reserves |
104.4 |
0.58 |
38.00 |
0.36 |
0.94 |
(3) |
(4) |
|
Probable Mineral Reserves |
212.0 |
0.51 |
32.04 |
0.31 |
0.72 |
(3) |
(4) |
|
Total Mineral Reserves |
316.4 |
0.53 |
34.01 |
0.33 |
0.79 |
(3) |
(4) |
|
(1) |
Reported mineral reserve is as of December 31, 2022. Newmont reports mineral reserves pursuant to SK1300. |
|
(2) |
Our interest at Peñasquito is a 2.0% NSR on all metals. The mineral reserves listed are 100% of the mineral reserves to which our royalty interest applies. |
|
(3) |
Gold cut-off grade varies with level of silver, lead, and zinc credits. Specific cut-off grades have not been disclosed by the operator. |
|
(4) |
Peñasquito mineral reserves are presented assuming a 69% average metallurgical recovery for gold, 86% recovery for silver, 81% recovery for zinc, and 72% recovery for lead. |
Change in Mineral Resources and Mineral Reserves from Prior Year
The previous mineral resources and mineral reserves reported by Newmont were as of December 31, 2021. Compared to the previous statement, Newmont’s reported 2022 reserves and resources showed a decrease in mineral reserves primarily a result of mining depletion and an increase in mineral resources due to a positive revision at Peñasquito, as summarized in the following table.
|
|
|
|
|
|
|
|
|
|
Proven and Probable Mineral Reserves |
Measured and Indicated Mineral Resources |
||||
|
|
12/31/2021 |
12/31/2022 |
% Change |
12/31/2021 |
12/31/2022 |
% Change |
|
Au ounces (M) |
6.3 |
5.4 |
-15% |
1.80 |
2.58 |
+45% |
|
Ag ounces (M) |
392.9 |
346.1 |
-12% |
175.6 |
239.8 |
+37% |
|
Pb Lbs. (B) |
2.58 |
2.29 |
-11% |
1.21 |
1.61 |
+33% |
|
Zn Lbs. (B) |
6.24 |
5.53 |
-11% |
2.68 |
3.73 |
+39% |
66
Recent Developments
During the year ended December 31, 2023, gold production reported for our royalty interest at Peñasquito was approximately 129,600 ounces; silver production was approximately 16.7 million ounces; lead production was approximately 107 million pounds; and zinc production was approximately 222 million pounds. During the year ended December 31, 2022, gold production reported for our royalty interest was approximately 573,000 ounces; silver production was approximately 29.7 million ounces; lead production was approximately 147 million pounds; and zinc production was approximately 373 million pounds.
The decrease in production was primarily due to the strike from June 7, 2023 through October 13, 2023 at Peñasquito by the National Union of Mine and Metal Workers of the Mexican Republic ("the Union"). On October 26, 2023, Newmont reported that a definitive agreement between Newmont and the Union was reached on October 13, 2023, ramp-up of operations had commenced, and that operations at Peñasquito were expected to reach full operating capacity by the end of the fourth quarter of 2023.
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, 2024, are as follows:
William Heissenbuttel , 58, has more than 36 years of corporate finance experience, including almost 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from June 2018 to January 2020, Vice President Corporate Development from 2007 to June 2018, Vice President Operations from 2015 to June 2016, and Manager Corporate Development from 2006 to 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 , 51, has more than 26 years of technical and commercial experience across international markets. Mr. Breeze has served as Vice President Corporate Development of our wholly owned subsidiary, RGLD Gold AG, since January 2019 and is a member of the Board of Directors of RGLD Gold AG. 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 , 50, has more than 27 years of finance and accounting experience. Mr. Libner has served as our Chief Financial Officer and Treasurer since January 2020. Previously, he served as our 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
67
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 , 55, has over 30 years of underground and open pit mining experience in operational, corporate, construction and consulting roles in North and South America, Africa and Europe. Prior to joining Royal Gold as Vice President, Operations in January 2022, 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 , 51, has more than 24 years of legal experience in international transactions across the mining, oil and gas, and power sectors. He joined Royal Gold in 2011 as Associate General Counsel and served in that capacity until his appointment as Vice President and General Counsel in 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 R. Crandall , 41, has advised companies regarding corporate governance, SEC reporting, capital markets, and transactional matters for over 16 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 traded on the Nasdaq Global Select Market under the symbol “RGLD.” As of February 8, 2024, we had 776 holders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name.
Dividends
On November 14, 2023, we announced an increase in our annual dividend for calendar year 2024 from $1.50 to $1.60 per share, payable on a quarterly basis of $0.40 per share. The newly declared dividend is 7% higher than the dividend paid during calendar year 2023. We have steadily increased our annual dividend for 23 years, or since calendar year 2001. We expect to pay our annual dividend using cash on hand.
68
Stock Performance
The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for Royal Gold, the S&P 500 Index, and the PHLX Gold and Silver Index for the five years ended December 31, 2023. The graph assumes $100 was invested in each of stock or index as of the market close on December 31, 2018. Past stock price performance is not necessarily indicative of future stock price performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
||||||||||||||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
2018 |
||||||
|
RGLD |
|
$ |
150 |
|
$ |
138 |
|
$ |
127 |
|
$ |
27 |
|
$ |
144 |
|
$ |
100 |
|
S&P 500 |
|
$ |
207 |
|
$ |
164 |
|
$ |
200 |
|
$ |
156 |
|
$ |
131 |
|
$ |
100 |
|
PHLX gold/silver Index |
|
$ |
192 |
|
$ |
181 |
|
$ |
194 |
|
$ |
208 |
|
$ |
153 |
|
$ |
100 |
The foregoing performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC or subject to Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
ITEM 6. RESERVED
69
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 (“MD&A”) generally discusses year-to-year comparisons between the year ended December 31, 2023 and the year ended December 31, 2022. Due to our change in fiscal year from June 30 to December 31, the comparative year ended December 31, 2021 was unaudited. A discussion of the changes in our financial condition and results of operations for the year ended December 31, 2022, the six month transition period ended December 31, 2021 and fiscal year ended June 30, 2021 has been omitted from this report, but may be found in Item 7. MD&A, of our Annual Reports on Form 10-K for the year ended December 31, 2022, the six month transition period ended December 31, 2021 and the year ended June 30, 2021, filed with the SEC on February 16, 2023, February 17, 2022 and August 12, 2021, respectively, which are 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, 2023, we owned nine stream interests, which are on eight production stage properties and one development stage property. Stream interests accounted for 69% of our total revenue for the years ended December 31, 2023 and 2022. 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, 2023, we owned royalty interests on 29 production stage properties, 21 development stage properties and 119 exploration stage properties, of which we consider 52 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 31% of our total revenue for the years ended December 31, 2023 and 2022 . |
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.
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.
70
Business Trends and Uncertainties
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, 2023, and 2022, the average prices and percentages of revenue by metal were as follows:
|
|
|
Year Ended |
||||||||
|
|
|
December 31, 2023 |
|
December 31, 2022 |
||||||
|
Metal |
|
Average
|
|
Percentage
|
|
Average
|
|
Percentage
|
||
|
Gold ($/ounce) (1) |
|
$ |
1,941 |
|
76% |
|
$ |
1,800 |
|
73% |
|
Silver ($/ounce) (1) |
|
$ |
23.35 |
|
12% |
|
$ |
21.73 |
|
11% |
|
Copper ($/pound) (2) |
|
$ |
3.85 |
|
9% |
|
$ |
3.99 |
|
12% |
|
Other |
|
|
N/A |
|
3% |
|
|
N/A |
|
4% |
(1) Based on the average LBMA Price for the period.
(2) Based on the average LME Price for the period.
Cost Support Agreement for Mount Milligan
On February 13, 2024, we entered into a Cost Support Agreement with Centerra to incentivize Centerra to continue to invest and maximize the value of the large mineral endowment at Mount Milligan. The Cost Support Agreement is expected to provide a basis for a reserve increase and extension of the Mount Milligan mine life to 2035. Please refer to Part I, Item 2, Properties, of this report for additional information regarding the Cost Support Agreement.
Operators’ Production Estimates by Stream and Royalty Interest for Calendar 2023
We received annual production estimates from many of the operators of our producing mines during the first calendar quarter of 2023. In some instances, an operator may revise its original calendar year guidance throughout the year. The following table shows these production estimates for our principal producing properties for calendar 2023 as well as the actual production reported to us by the various operators through December 31, 2023. The estimates and production reports are prepared by the operators. We do not participate in the preparation or calculation of the operators’ estimates or production reports and have not independently assessed or verified, and disclaim all responsibility for, the accuracy of this information. Please refer to Part I, Item 2, Properties, of this report for further discussion on any updates at our principal producing properties.
71
Operators’ Estimated and Actual Production by Stream and Royalty Interest for Calendar Year 2023
Principal Production Stage Properties
|
|
|
Calendar Year 2023 Operator’s Production |
|
Calendar Year 2023 Operator’s Production |
||||||||
|
|
|
Estimate (1) |
|
Actual (2) |
||||||||
|
|
|
Gold |
|
Silver |
|
Base Metals |
|
Gold |
|
Silver |
|
Base Metals |
|
Stream/Royalty |
|
(oz.) |
|
(oz.) |
|
(lbs.) |
|
(oz.) |
|
(oz.) |
|
(lbs.) |
|
Stream: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Andacollo (3) |
|
22,000 - 27,000 |
|
|
|
|
|
23,400 |
|
|
|
|
|
Mount Milligan (4) |
|
150,000 - 160,000 |
|
|
|
|
|
154,400 |
|
|
|
|
|
Copper |
|
|
|
|
|
60 - 70 Million |
|
|
|
|
|
62 Million |
|
Pueblo Viejo (5) |
|
470,000 - 520,000 |
|
N/A |
|
|
|
335,000 |
|
N/A |
|
|
|
Khoemac a u (6) |
|
|
|
1.5 - 1.7 Million |
|
|
|
|
|
1.5 Million |
|
|
|
Royalty: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cortez (7) |
|
940,000 - 1,060,000 |
|
|
|
|
|
893,000 |
|
|
|
|
|
Peñasquito (8) |
|
N/A |
|
N/A |
|
|
|
123,000 |
|
13.8 Million |
|
|
|
Lead |
|
|
|
|
|
N/A |
|
|
|
|
|
86 Million |
|
Zinc |
|
|
|
|
|
N/A |
|
|
|
|
|
180 Million |
| (1) | Production estimates received from our operators are for calendar year 2023. Please also refer to our cautionary language regarding forward-looking statements following this MD&A, as well as the Risk Factors identified in Part I, Item 1A, of this report for information regarding factors that could affect actual results. |
| (2) | Actual production figures shown are from our operators and cover the period January 1, 2023, through December 31, 2023, unless otherwise noted in footnotes to this table. Such amounts may differ from our reported revenue and production and are not reduced to show the production attributable to our interests. |
| (3) | The estimated and actual production figures shown for Andacollo are contained gold in concentrate. Deliveries to Royal Gold are determined using a fixed gold payability factor of 89%. |
| (4) | The estimated and actual production figures shown for Mount Milligan are payable gold and copper in concentrate. Deliveries to Royal Gold are determined using a fixed payability factor of 97% for gold and a minimum payability factor of 95% for copper. Actual production figures are for the period January 1, 2023, through September 30, 2023. |
| (5) | The estimated and actual production figures shown for Pueblo Viejo are payable gold in doré and represent the 60% interest in Pueblo Viejo held by Barrick. Barrick did not provide estimated or actual silver production. Deliveries to Royal Gold are determined using a fixed payability factors of 99.9% for gold and 99% for silver. |
| (6) | The estimated and actual production figures for Khoemac a u are payable silver in concentrate. Deliveries to Royal Gold are determined using a fixed silver payability factor of 90%. |
| (7) | The estimated and actual production figures for Cortez include the entirety of the Cortez Complex. Barrick reports production from the entirety of the Cortez Complex and does not report production separately for the Legacy Zone and CC Zone. Production estimates for the Legacy Zone are provided to us by Barrick and production estimates for 100% of the Cortez Complex are publicly disclosed by Barrick. |
| (8) | The gold and silver production figures shown for Peñasquito are payable gold and silver in concentrate and doré. The lead and zinc production figures shown are payable lead and zinc in concentrate. Actual production figures are for the period January 1, 2023 through September 30, 2023, and no production occurred during the third quarter of 2023 due to the suspension of operations resulting from a strike action on June 7, 2023. Estimated production figures are not available as 2023 production guidance was withdrawn by Newmont on July 20, 2023, due to the suspension of operations |
Results of Operations
Year Ended December 31, 2023, Compared with Year Ended December 31, 2022 (In thousands, except share data)
For the year ended December 31, 2023, we recorded net income attributable to Royal Gold stockholders of $239.4 million, or $3.64 per basic share and $3.63 per diluted share, as compared to net income attributable to Royal Gold stockholders of $239.0 million, or $3.64 per basic and $3.63 per diluted share, for the year ended December 31, 2022.
For the year ended December 31, 2023, we recognized total revenue of $605.7 million, which is comprised of stream revenue of $418.3 million and royalty revenue of $187.4 million, at an average gold price of $1,941 per ounce, an average
72
silver price of $23.35 per ounce and an average copper price of $3.85 per pound, compared to total revenue of $603.2 million, which is comprised of stream revenue of $417.8 million and royalty revenue of $185.4 million, at an average gold price of $1,800 per ounce, an average silver price of $21.73 per ounce and an average copper price of $3.99 per pound, for the year ended December 31, 2022.
Revenue and the corresponding production attributable to our stream and royalty interests, for the year ended December 31, 2023, compared to the year ended December 31, 2022, is as follows:
Revenue and Reported Production Subject to our Stream and Royalty Interests
Year Ended December 31, 2023 and 2022
(In thousands, except reported production in oz. and lbs.)
|
|
|
|
|
Year Ended |
|
Year Ended |
||||||||
|
|
|
|
|
December 31, 2023 |
|
December 31, 2022 |
||||||||
|
|
|
|
|
|
|
|
Reported |
|
|
|
|
Reported |
||
|
Stream/Royalty |
|
Metal(s) |
|
Revenue |
|
Production (1) |
|
Revenue |
|
Production (1) |
||||
|
Stream (2) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mount Milligan |
|
|
|
$ |
158,167 |
|
|
|
|
$ |
180,543 |
|
|
|
|
|
|
Gold |
|
|
|
|
58,000 |
oz. |
|
|
|
|
67,800 |
oz. |
|
|
|
Copper |
|
|
|
|
11.8 |
Mlbs. |
|
|
|
|
14.8 |
Mlbs. |
|
Pueblo Viejo |
|
|
|
$ |
76,247 |
|
|
|
|
$ |
85,863 |
|
|
|
|
|
|
Gold |
|
|
|
|
27,100 |
oz. |
|
|
|
|
33,200 |
oz. |
|
|
|
Silver |
|
|
|
|
1.0 |
Moz. |
|
|
|
|
1.2 |
Moz. |
|
Andacollo |
|
Gold |
|
$ |
48,920 |
|
25,500 |
oz. |
|
$ |
47,347 |
|
26,200 |
oz. |
|
Khoemac a u |
|
Silver |
|
$ |
34,602 |
|
1.5 |
Moz. |
|
$ |
18,786 |
|
887,700 |
oz. |
|
Other (3) |
|
|
|
$ |
100,344 |
|
|
|
|
$ |
85,254 |
|
|
|
|
|
|
Gold |
|
|
|
|
48,500 |
oz. |
|
|
|
|
44,300 |
oz. |
|
|
|
Silver |
|
|
|
|
270,100 |
oz. |
|
|
|
|
225,400 |
oz. |
|
Total stream revenue |
|
|
|
$ |
418,280 |
|
|
|
|
$ |
417,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty (2) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cortez Legacy Zone |
|
Gold |
|
$ |
79,920 |
|
396,000 |
oz. |
|
$ |
47,769 |
|
299,800 |
oz. |
|
Cortez CC Zone |
|
Gold |
|
|
14,626 |
|
494,700 |
oz. |
|
|
2,790 |
|
114,400 |
oz. |
|
Peñasquito |
|
|
|
$ |
17,772 |
|
|
|
|
$ |
43,165 |
|
|
|
|
|
|
Gold |
|
|
|
|
129,600 |
oz. |
|
|
|
|
572,600 |
oz. |
|
|
|
Silver |
|
|
|
|
16.7 |
Moz. |
|
|
|
|
29.7 |
Moz. |
|
|
|
Lead |
|
|
|
|
106.9 |
Mlbs. |
|
|
|
|
146.8 |
Mlbs. |
|
|
|
Zinc |
|
|
|
|
222.4 |
Mlbs. |
|
|
|
|
373.1 |
Mlbs. |
|
Other (3) |
|
Various |
|
$ |
75,119 |
|
N/A |
|
|
$ |
91,689 |
|
N/A |
|
|
Total royalty revenue |
|
|
|
$ |
187,437 |
|
|
|
|
$ |
185,413 |
|
|
|
|
Total revenue |
|
$ |
605,717 |
|
|
|
|
$ |
603,206 |
|
|
|
||
| (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, 2023 and 2022, 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 Rainy River stream (6.4% for the year ended December 31, 2023 and 5.3% for the year ended December 31, 2022) and Wassa (5.4% for the year ended December 31, 2023 and 5.2% for the year ended December 31, 2022), 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, 2023, compared with the year ended December 31, 2022, resulted primarily from higher gold production at the Cortez Legacy Zone, the new Cortez royalties acquired in 2022 and higher gold and silver prices when compared to the prior year. These increases were partially offset by an approximate 4 month suspension of operations at Peñasquito commencing in June 2023 due to a strike by the Union and lower gold and copper sales at Mount Milligan compared to the prior year.
73
Gold and silver ounces and copper pounds purchased and sold during the year ended December 31, 2023 and 2022, as well as gold, silver and copper in inventory as of December 31, 2023 and 2022, for our stream interests were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
Year Ended |
|
As of |
|
As of |
||||
|
|
|
December 31, 2023 |
|
December 31, 2022 |
|
December 31, 2023 |
|
December 31, 2022 |
||||
|
Gold Stream |
|
Purchases (oz.) |
|
Sales (oz.) |
|
Purchases (oz.) |
|
Sales (oz.) |
|
Inventory (oz.) |
|
Inventory (oz.) |
|
Mount Milligan |
|
56,800 |
|
58,000 |
|
68,900 |
|
67,800 |
|
4,000 |
|
5,200 |
|
Pueblo Viejo |
|
25,400 |
|
27,100 |
|
32,500 |
|
33,200 |
|
6,200 |
|
7,900 |
|
Andacollo |
|
22,500 |
|
25,500 |
|
27,700 |
|
26,200 |
|
800 |
|
3,800 |
|
Other |
|
48,600 |
|
48,500 |
|
44,600 |
|
44,300 |
|
4,200 |
|
4,100 |
|
Total |
|
153,300 |
|
159,100 |
|
173,700 |
|
171,500 |
|
15,200 |
|
21,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
Year Ended |
|
As of |
|
As of |
||||
|
|
|
December 31, 2023 |
|
December 31, 2022 |
|
December 31, 2023 |
|
December 31, 2022 |
||||
|
Silver Stream |
|
Purchases (oz.) |
|
Sales (oz.) |
|
Purchases (oz.) |
|
Sales (oz.) |
|
Inventory (oz.) |
|
Inventory (oz.) |
|
Khoemacau |
|
1,516,400 |
|
1,487,000 |
|
951,500 |
|
887,700 |
|
135,300 |
|
105,900 |
|
Pueblo Viejo |
|
907,000 |
|
1,021,900 |
|
1,238,600 |
|
1,216,700 |
|
223,000 |
|
337,800 |
|
Other |
|
277,500 |
|
270,100 |
|
238,600 |
|
225,400 |
|
24,800 |
|
17,500 |
|
Total |
|
2,700,900 |
|
2,779,000 |
|
2,428,700 |
|
2,329,800 |
|
383,100 |
|
461,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
Year Ended |
|
As of |
|
As of |
||||
|
|
|
December 31, 2023 |
|
December 31, 2022 |
|
December 31, 2023 |
|
December 31, 2022 |
||||
|
Copper Stream |
|
Purchases (Mlbs.) |
|
Sales (Mlbs.) |
|
Purchases (Mlbs.) |
|
Sales (Mlbs.) |
|
Inventory (Mlbs.) |
|
Inventory (Mlbs.) |
|
Mount Milligan |
|
10.9 |
|
11.8 |
|
14.8 |
|
14.8 |
|
— |
|
0.9 |
Cost of sales decreased to $90.5 million for the year ended December 31, 2023, from $94.6 million for the year ended December 31, 2022. The decrease was primarily due to lower gold and copper sales at Mount Milligan and lower gold and silver sales at Pueblo Viejo when compared to the prior year. This decrease was partially offset by higher silver sales at Khoemac a u when compared to the prior year. 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 or copper (Mount Milligan) spot price near the date of metal delivery.
General and administrative costs increased to $39.8 million for the year ended December 31, 2023, from $34.6 million for the year ended December 31, 2022. The increase was primarily due to higher corporate costs and an increase in non-cash stock compensation expense.
Depreciation, depletion and amortization decreased to $164.9 million for the year ended December 31, 2023, from $178.9 million for the year ended December 31, 2022. The decrease was primarily due to lower depletion rates at Pueblo Viejo as a result of proven and probable mineral reserve increases when compared to the prior year. The decrease was partially offset by higher depletion expense at Khoemac a u due to the ramp-up of production in 2023 and additional depletion from the newly acquired royalties at Cortez in 2022.
There were no impairment charges on any of our stream or royalty interests for the year ended December 31, 2023. During the year ended December 31, 2022, we recognized an impairment loss of $4.3 million on the carrying value of a non-principal exploration stage royalty due to new legal information received. Refer to Note 4 of our notes to consolidated financial statements for further discussion on the impairment.
Interest and other expense increased to $30.9 million for the year ended December 31, 2023, from $17.2 million for the year ended December 31, 2022. The increase in the current period was primarily attributable to higher interest expense as a result of higher interest rates when compared to the prior period. The all-in interest rates as of December 31, 2023 and 2022, were 6.56% and 5.93%, respectively. Refer to Note 5 of our notes to consolidated financial statements for further discussion on our debt.
Income tax expense was $42.0 million for the year ended December 31, 2023, as compared to $32.9 million for the year ended December 31, 2022, which resulted in an effective tax rate of 14.9% in the current period and 12.1% in the prior
74
period. The effective tax rates for the years ended December 31, 2023 and 2022, were primarily impacted by the release of valuation allowances on certain foreign deferred tax assets.
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 occasionally borrow and repay amounts under our revolving credit facility and may do so in the future. We believe that our current liquidity and capital resources will be adequate to cover our operating needs for the foreseeable future.
At December 31, 2023, we had working capital of $95 million, including $104.2 million of cash and equivalents. This compares to working capital of $122.2 million, including $118.6 million of cash and equivalents at December 31, 2022. The decrease in our working capital was primarily due to a decrease in our available cash, which resulted from increased debt repayments during the current period.
During the year ended December 31, 2023, liquidity needs were met from $415.8 million in net cash provided by operating activities and our available cash resources. Working capital, combined with the $750 million of available capacity under our revolving credit facility, resulted in approximately $845 million of total liquidity at December 31, 2023. Refer to Note 5 of our notes to consolidated financial statements and below (“Recent Liquidity and Capital Resource Developments”) for further discussion on our debt.
At December 31, 2023, our contractual cash obligations are solely comprised of operating leases. We believe we will be able to fund all current cash obligations from net cash provided by operating activities. For additional information on our operating leases, see Note 6 of our notes to consolidated financial statements.
Please refer to our risk factors included in Part I, Item 1A of this report for a discussion of certain risks that may impact our liquidity and capital resources.
Recent Liquidity and Capital Resource Developments
Revolving Credit Facility Repayment
On December 6, 2023, we made a $75 million principal payment towards the outstanding balance on the revolving credit facility leaving $750 million available as of December 31, 2023.
Dividend Increase
On November 14, 2023, we announced an increase in our annual dividend for calendar year 2024 from $1.50 to $1.60 per share, payable on a quarterly basis of $0.40 per share. The newly declared dividend is 7% higher than the dividend paid during calendar year 2023. We have steadily increased our annual dividend for 23 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 $415.8 million for the year ended December 31, 2023, compared to $417.3 million for the year ended December 31, 2022. The decrease was primarily due to higher interest paid on the outstanding revolving credit facility compared to the prior period. This decrease was partially offset by higher proceeds received from our stream and royalty interests, net of cost of sales, compared to the prior period.
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Investing Activities
Net cash used in investing activities totaled $2.8 million for the year ended December 31, 2023, compared to net cash used in investing activities of $922.9 million for the year ended December 31, 2022. The decrease over the prior period was primarily due to the new royalty acquisitions during the year ended December 31, 2022.
Financing Activities
Net cash used in financing activities totaled $427.4 million for the year ended December 31, 2023, compared to net cash provided by financing activities of $480.6 million for the year ended December 31, 2022. The change was primarily due to an increase in the debt outstanding for the year ended December 31, 2022 of $575 million that was used to fund acquisitions of our new royalty interests at Cortez and the Great Bear Project, and the repayment of $325 million of debt outstanding during the current period.
Critical Accounting Estimates
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.
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
76
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. Refer to Note 4 of our notes to consolidated financial statements for a discussion of the impairment assessment results for the years ended December 31, 2023 and 2022.
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, as described below. 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 (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 material 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.
77
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 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.
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, the following: statements about our expected financial performance and outlook, including sale volume, revenue, expenses, tax rates, earnings or cash flow; operators’ expected operating and financial performance, including production, deliveries, mine plans, environmental and feasibility studies, technical reports, estimates of mineral resources and mineral reserves, development, cash flows and liquidity, capital requirements and capital expenditures; influence on our operators’ operations; benefits from acquisitions; receipt and timing of metal deliveries; liquidity, capital resources, financing and stockholder returns; borrowings and repayments under our revolving credit facility; growing our portfolio of assets; the materiality of properties within our portfolio; impact of inadequately assessing new acquisitions; macroeconomic and market conditions; impacts of climate change; diversity and inclusion efforts; returns on investments; sufficiency of contractual protections; adoption of new accounting standards; valuation allowances; assumptions related to fair value of equity awards; prices for gold, silver, copper, nickel and other metals; potential impairments; and tax changes.
Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the following: a lower-price environment for gold, silver, copper 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
78
needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, or operational disruptions; 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 acquisitions; adverse economic and market conditions; impact 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 negatively affect our results of operations or cash flow. ” under Part I, Item 1A. Risk Factors of this report for more information about risks associated with metal price volatility.
During the year ended December 31, 2023, we reported revenue of $605.7 million, with an average gold price for the period of $1,941 per ounce (based on the LBMA Price), an average silver price of $23.35 per ounce (based on the LBMA Price), and an average copper price of $3.85 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, 2023:
|
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 Had Averaged 10% Higher or Lower in Period |
|
Gold |
76% |
$46.5 million |
|
Silver |
12% |
$4.2 million |
|
Copper |
9% |
$10.3 million |
79
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PCAOB 00
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Error! Bookmark not defined. |
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83 |
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME |
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84 |
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85 |
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86 |
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87 |
80
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, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, 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, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, 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, 2023, 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 15, 2024 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 Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessment of Stream and Royalty Interests in Mineral Properties
|
Description of the Matter |
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At December 31, 2023, the Company’s stream and royalty interest balance totaled $3.1 billion. As more fully described in Note 4 to the consolidated financial statements, the Company evaluates its stream and royalty interests for impairment whenever events or changes in circumstances indicate |
81
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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, significant changes in estimates of forecasted gold, silver, copper and other metal prices, significant changes 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 mineral interests may not occur or may be significantly reduced in the future or otherwise that the Company's stream and royalty interest balance may not be recoverable. Auditing the Company’s impairment assessment involved our subjective judgment because, in determining whether a triggering event occurred, management uses estimates that include, among others, assumptions about forecasted gold, silver, copper and other metal prices and total future production using reserve or other relevant information reported by the operators. Significant uncertainty exists with these assumptions. Further, management’s evaluation of any new information indicating that production will likely not occur or may be significantly reduced in the future, or otherwise that the Company's stream and royalty interest balance may not be recoverable, requires significant judgment. |
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How We Addressed the Matter in Our Audit |
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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 and evaluating potential impairment triggers and related significant assumptions and judgments. 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 forecasted gold, silver, copper and other metal prices to available market information, and we corroborated reserve information to available operator or publicly available information. We involved our specialist and searched for and evaluated other publicly available information that corroborates or contradicts the reserve estimates or indicates that production from mineral interests will not likely occur or may be significantly reduced in the future. We also considered the professional qualifications and objectivity of management’s specialists and the reputation of the third-party operators. Further, we evaluated the reasonableness of changes to estimated proven and probable reserves using our experience with the Company’s stream and royalty interests and industry knowledge. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
February 15, 2024
82
ROYAL GOLD, INC.
Consolidated Balance Sheets
(In thousands, except share data)
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December 31, |
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December 31, |
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2023 |
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2022 |
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ASSETS |
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Cash and equivalents |
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$ |
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$ |
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Royalty receivables |
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Income tax receivable |
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Stream inventory |
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Prepaid expenses and other |
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Total current assets |
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Stream and royalty interests, net (Note 4) |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Dividends payable |
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Income tax payable |
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Other current liabilities |
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Total current liabilities |
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Debt (Note 5) |
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Deferred tax liabilities |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 15) |
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EQUITY |
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Preferred stock, $
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Common stock, $
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Additional paid-in capital |
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Accumulated earnings |
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Total Royal Gold stockholders’ equity |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
83
ROYAL GOLD, INC.
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except share data)
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Years Ended |
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Revenue (Note 7) |
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$ |
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$ |
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Costs and expenses |
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Cost of sales (excludes depreciation, depletion and amortization) |
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General and administrative |
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Production taxes |
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Exploration costs |
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— |
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— |
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— |
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Depreciation, depletion and amortization |
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Impairment of royalty interests |
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— |
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— |
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Total costs and expenses |
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Gain on sale of Peak Gold JV interest |
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Operating income |
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Fair value changes in equity securities |
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(
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(
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(
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Interest and other income |
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Interest and other expense |
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(
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Income before income taxes |
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Income tax expense |
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(
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(
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(
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(
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|
Net income and comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and comprehensive income attributable to non-controlling interests |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Net income and comprehensive income attributable to Royal Gold common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Net income per share attributable to Royal Gold common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Basic weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these consolidated financial statements.
84
ROYAL GOLD, INC.
Consolidated Statements of Changes in Equity
(In thousands, except share data)
|
|
|
Royal Gold Stockholders |
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares |
|
Paid-In |
|
Accumulated |
|
Non-controlling |
|
Total |
|||||||
|
|
|
Shares |
|
Amount |
|
Capital |
|
Earnings |
|
Interests |
|
Equity |
|||||
|
Balance at June 30, 2020 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Stock-based compensation and related share issuances |
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Sale of Peak Gold JV interest |
|
— |
|
|
— |
|
|
(
|
|
|
|
|
|
(
|
|
|
(
|
|
Distributions to non-controlling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Dividends declared |
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
— |
|
|
(
|
|
Balance at June 30, 2021 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Stock-based compensation and related share issuances |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Distributions to non-controlling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Dividends declared |
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
— |
|
|
(
|
|
Balance at December 31, 2021 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Stock-based compensation and related share issuances |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Distributions to non-controlling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Dividends declared |
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
— |
|
|
(
|
|
Balance at December 31, 2022 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Stock-based compensation and related share issuances |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Distributions to non-controlling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Dividends declared |
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
|
— |
|
|
(
|
|
Balance at December 31, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these consolidated financial statements.
85
ROYAL GOLD, INC.
Consolidated Statements of Cash Flows
(In thousands)
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of Peak Gold JV interest |
|
|
— |
|
|
— |
|
|
— |
|
|
(
|
|
Non-cash employee stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value changes in equity securities |
|
|
|
|
|
|
|
|
|
|
|
(
|
|
Deferred tax (benefit) expense |
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
Impairment of royalty interests |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty receivables |
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
Stream inventory |
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
Income tax receivable |
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
Prepaid expenses and other assets |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
Uncertain tax positions |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of stream and royalty interests |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Khoemac a u subordinated debt facility |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Proceeds from sale of Peak Gold JV interest |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Proceeds from sale of Contango shares |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Proceeds from sale of equity securities |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Other |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Net cash used in investing activities |
|
$ |
(
|
|
$ |
(
|
|
$ |
(
|
|
$ |
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of debt |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Borrowings from revolving credit facility |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
Net payments from issuance of common stock |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Common stock dividends |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Other |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Net cash (used in) provided by financing activities |
|
$ |
(
|
|
$ |
|
|
$ |
(
|
|
$ |
(
|
|
Net decrease in cash and equivalents |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Cash and equivalents at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See Note 11 for supplemental cash flow information.
The accompanying notes are an integral part of these consolidated financial statements.
86
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 RECENTLY 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
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.
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, 2023 and 2022.
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
87
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.
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. Refer to Note 4 for discussion and the results of our impairment assessments for the years ended December 31, 2023, December 31, 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021.
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 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 in Note 7.
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
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
88
the lesser of $
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, including grants of employee stock options, stock-settled stock appreciation rights (“SSARs”), restricted stock and performance shares, 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.
89
Recent Accounting Pronouncements
In December 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure 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 are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
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 are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
3. ACQUISITIONS AND DISPOSITIONS
Acquisition of Additional Royalty Interests on Cortez Complex
On December 29, 2022, we acquired two portions of a gross smelter return royalty (the “Idaho Royalty”) that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada (the “Cortez Complex”) from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $
The acquisition has been accounted for as an asset acquisition and the $
Acquisition of Great Bear Royalties Corp.
On September 9, 2022, we completed the acquisition of all of the issued and outstanding shares of Great Bear Royalties Corp. (“GBR”) for cash consideration of approximately C$
As part of the acquisition and in exchange for information and access to the project provided by Kinross, we granted an option (“Buyback Option”) to Kinross to purchase a
90
Option has been capitalized as a direct transaction cost with the Great Bear Royalty mineral interest and will not be subsequently remeasured until the Buyback Option is either exercised or it expires.
The Great Bear Royalty is the sole material asset of GBR and represents substantially all the fair value of GBR’s gross assets. As a result, the GBR acquisition has been accounted for as an asset acquisition and the fair values of the GBR assets acquired are shown below:
|
|
|
(in thousands) |
|
|
Purchase Price |
|
$ |
|
|
Cash |
|
|
|
|
Other assets |
|
|
|
|
Royalty interests in mineral property (Great Bear royalty) |
|
|
|
|
Total allocated purchase price |
|
$ |
|
The $
Acquisition of Gross Royalty on Cortez Complex
On August 2, 2022, we acquired a sliding scale gross royalty (the “Rio Tinto Royalty”) on production from an area within the Cortez Complex for cash consideration of $
The acquisition has been accounted for as an asset acquisition and the $
The royalty became payable during the quarter ended September 30, 2022, after cumulative production of
Lawyers Royalty Acquisition
On March 24, 2022, we acquired a
91
$
Khoemac a u Silver Stream
On February 23, 2022, we made an advance payment of $
As of December 31, 2023, $
92
4. STREAM AND ROYALTY INTERESTS, NET
The following summarizes our stream and royalty interests as of December 31, 2023 and 2022:
|
As of December 31, 2023 (Amounts in thousands): |
|
Cost |
|
Accumulated Depletion |
|
Net |
|||
|
Production stage stream interests: |
|
|
|
|
|
|
|
|
|
|
Mount Milligan |
|
$ |
|
|
$ |
(
|
|
$ |
|
|
Pueblo Viejo |
|
|
|
|
|
(
|
|
|
|
|
Andacollo |
|
|
|
|
|
(
|
|
|
|
|
Khoemac a u |
|
|
|
|
|
(
|
|
|
|
|
Rainy River |
|
|
|
|
|
(
|
|
|
|
|
Other |
|
|
|
|
|
(
|
|
|
|
|
Total production stage stream interests |
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production stage royalty interests: |
|
|
|
|
|
|
|
|
|
|
Cortez (Legacy Zone and CC Zone) |
|
|
|
|
|
(
|
|
|
|
|
Voisey's Bay |
|
|
|
|
|
(
|
|
|
|
|
Red Chris |
|
|
|
|
|
(
|
|
|
|
|
Peñasquito |
|
|
|
|
|
(
|
|
|
|
|
Other |
|
|
|
|
|
(
|
|
|
|
|
Total production stage royalty interests |
|
|
|
|
|
(
|
|
|
|
|
Total production stage stream and royalty interests |
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development stage stream interests: |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
— |
|
|
|
|
Development stage royalty interests: |
|
|
|
|
|
|
|
|
|
|
Côté |
|
|
|
|
|
— |
|
|
|
|
Other |
|
|
|
|
|
— |
|
|
|
|
Total development stage stream and royalty interests |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration stage stream interests: |
|
|
|
|
|
|
|
|
|
|
Xavantina |
|
|
|
|
|
— |
|
|
|
|
Exploration stage royalty interests: |
|
|
|
|
|
|
|
|
|
|
Cortez (Legacy Zone and CC Zone) |
|
|
|
|
|
— |
|
|
|
|
Great Bear |
|
|
|
|
|
— |
|
|
|
|
Pascua-Lama |
|
|
|
|
|
— |
|
|
|
|
Red Chris |
|
|
|
|
|
— |
|
|
|
|
Côté |
|
|
|
|
|
— |
|
|
|
|
Other |
|
|
|
|
|
— |
|
|
|
|
Total exploration stage stream and royalty interests |
|
|
|
|
|
— |
|
|
|
|
Total stream and royalty interests, net |
|
$ |
|
|
$ |
(
|
|
$ |
|
93
|
As of December 31, 2022 (Amounts in thousands): |
|
Cost |
|
Accumulated Depletion |
|
Impairments |
|
Net |
||||
|
Production stage stream interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mount Milligan |
|
$ |
|
|
$ |
(
|
|
$ |
— |
|
$ |
|
|
Pueblo Viejo |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Andacollo |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Khoemac a u |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Rainy River |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Other |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Total production stage stream interests |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production stage royalty interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cortez (Legacy Zone and CC Zone) |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Voisey's Bay |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Red Chris |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Peñasquito |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Other |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Total production stage royalty interests |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
Total production stage stream and royalty interests |
|
|
|
|
|
(
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development stage stream interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Development stage royalty interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Côté |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Other |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Total development stage stream and royalty interests |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration stage stream interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Xavantina |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Exploration stage royalty interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cortez (Legacy Zone and CC Zone) |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Great Bear |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Pascua-Lama |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Red Chris |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Côté |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
Other |
|
|
|
|
|
— |
|
|
(
|
|
|
|
|
Total exploration stage royalty interests |
|
|
|
|
|
— |
|
|
(
|
|
|
|
|
Total stream and royalty interests, net |
|
$ |
|
|
$ |
(
|
|
$ |
(
|
|
$ |
|
Impairment
In accordance with our impairment accounting policy discussed in Note 2, impairment in the carrying value of each stream and royalty interest is measured and recorded to the extent that the carrying value in each stream and royalty interest exceeds its estimated fair value, which is generally calculated using estimated future discounted cash-flows.
During the quarter ended December 31, 2022, an indicator of impairment was identified on one of our non-principal exploration stage royalty interests due to new legal information received. Based on legal proceedings and subsequent legal analysis, we determined the carrying value of the non-principal exploration stage royalty interest was not recoverable and an impairment of $
94
There were
5. DEBT
The Company’s debt for the years ended December 31, 2023 and 2022, consists of the following:
|
|
|
As of December 31, 2023 |
|
As of December 31, 2022 |
||||||||||||||
|
|
|
Principal |
|
Debt Issuance Costs |
|
Total |
|
Principal |
|
Debt Issuance Costs |
|
Total |
||||||
|
|
|
|
(Amounts in thousands) |
|
|
(Amounts in thousands) |
||||||||||||
|
Revolving credit facility |
|
$ |
|
|
$ |
(
|
|
$ |
|
|
$ |
|
|
$ |
(
|
|
$ |
|
|
Total debt |
|
$ |
|
|
$ |
(
|
|
$ |
|
|
$ |
|
|
$ |
(
|
|
$ |
|
Revolving Credit Facility
On March 6, June 6, September 6, and December 6, 2023, we repaid $
On June 28, 2023, we entered into a fifth amendment to our revolving credit facility dated as of June 2, 2017, as amended. The fifth amendment extended the scheduled maturity date from July 7, 2026 to June 28, 2028, replaced LIBOR with Secured Overnight Financing Rate (Term SOFR”) as a benchmark interest rate and made certain other administrative changes to the existing revolving credit facility.
As of December 31, 2023, we had $
Royal Gold may repay any borrowings under the revolving credit facility at any time without premium or penalty.
6. 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 through the year ending December 31, 2030. The following amounts were recorded in the consolidated balance sheets at December 31, 2023 (amounts in thousands):
|
|
|
Classification |
|
December 31, 2023 |
|
|
Operating Leases |
|
|
|
|
|
|
Right-of-use assets - current |
|
Prepaid expenses and other |
|
$ |
|
|
Right-of-use assets - non-current |
|
Other assets |
|
|
|
|
Total right-of-use assets |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Lease liabilities - current |
|
|
|
$ |
|
|
Lease liabilities - non-current |
|
|
|
|
|
|
Total operating lease liabilities |
|
|
|
$ |
|
95
Maturities of operating lease liabilities at December 31, 2023 were as follows (amounts in thousands):
|
Fiscal Years: |
|
Operating Leases |
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less imputed interest |
|
|
(
|
|
Total |
|
$ |
|
Other information pertaining to leases consists of the following:
|
|
|
December 31, 2023 |
|
|
Operating Lease Term and Discount Rate |
|
|
|
|
Weighted average remaining lease term in years |
|
|
|
|
Weighted average discount rate |
|
|
|
We did not have any finance leases as of December 31, 2023.
7. 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
96
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 material 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.
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. For the quarter ended December 31, 2023, royalty revenue that was estimated or was attributable to metal production for a period prior to December 31, 2023, was not material.
Disaggregation of Revenue
We have identified
Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Stream revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Silver |
|
|
|
|
|
|
|
|
|
|
|
|
|
Copper |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stream revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Royalty revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Silver |
|
|
|
|
|
|
|
|
|
|
|
|
|
Copper |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total royalty revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
97
Revenue by metal type attributable to each of our principal property revenue sources is disaggregated as follows (amounts in thousands):
|
|
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
Metal(s) |
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Stream revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mount Milligan |
|
Gold & Copper |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Pueblo Viejo |
|
Gold & Silver |
|
|
|
|
|
|
|
|
|
|
|
|
|
Andacollo |
|
Gold |
|
|
|
|
|
|
|
|
|
|
|
|
|
Khoemac a u |
|
Silver |
|
|
|
|
|
|
|
|
|
|
|
— |
|
Other |
|
Gold & Silver |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stream revenue |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Royalty revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cortez Legacy Zone |
|
Gold |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Cortez CC Zone |
|
Gold |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
Peñasquito |
|
Gold, Silver, Lead & Zinc |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Various |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total royalty revenue |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Total revenue |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Refer to Note 14 for the geographical distribution of our revenue by reportable segment.
8. STOCK-BASED COMPENSATION
In November 2015, our stockholders approved the 2015 Omnibus Long-Term Incentive Plan (“2015 LTIP”). Under the 2015 LTIP,
We recognized stock-based compensation expense as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Restricted stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Performance stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock appreciation rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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 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
to
98
options or SSARs awards granted during the years ended December 31, 2023 and 2022, or the six months ended December 31, 2021.
To determine stock-based compensation expense for stock options and SSARs, the fair value of each stock option and SSAR is estimated on the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option pricing model for all periods presented. The Black-Scholes model requires key assumptions to determine fair value. Those key assumptions for the fiscal year June 30, 2021 grant is noted in the following tables:
|
|
|
Stock Options |
|
||||||
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
|
||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
|
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
|
|
Weighted-average expected volatility |
|
— |
% |
— |
% |
— |
% |
|
% |
|
Weighted-average expected life in years |
|
— |
|
— |
|
— |
|
|
|
|
Weighted-average dividend yield |
|
— |
% |
— |
% |
— |
% |
|
% |
|
Weighted-average risk-free interest rate |
|
— |
% |
— |
% |
— |
% |
|
% |
|
|
|
SSARs |
|
||||||
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
|
||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
|
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
|
|
Weighted-average expected volatility |
|
— |
% |
— |
% |
— |
% |
|
% |
|
Weighted-average expected life in years |
|
— |
|
— |
|
— |
|
|
|
|
Weighted-average dividend yield |
|
— |
% |
— |
% |
— |
% |
|
% |
|
Weighted-average risk-free interest rate |
|
— |
% |
— |
% |
— |
% |
|
% |
Our expected volatility is based on the historical volatility of our stock over the expected option term. Our expected option term is determined by historical exercise patterns along with other known employee or company information at the time of grant. The risk-free interest rate is based on the zero-coupon U.S. Treasury bond at the time of grant with a term approximate to the expected option term.
Stock Options
A summary of stock option activity for the year ended December 31, 2023, is presented below.
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
Weighted- |
|
Average |
|
|
|
|
|
|
|
|
|
Average |
|
Remaining |
|
Aggregate |
||
|
|
|
Number of |
|
Exercise |
|
Contractual |
|
Intrinsic Value |
||
|
|
|
Shares |
|
Price |
|
Life (Years) |
|
(in thousands) |
||
|
Outstanding at January 1, 2023 |
|
|
|
$ |
|
|
|
|
|
|
|
Exercised |
|
(
|
|
$ |
|
|
|
|
|
|
|
Forfeited |
|
— |
|
$ |
— |
|
|
|
|
|
|
Granted |
|
— |
|
$ |
— |
|
|
|
|
|
|
Outstanding at December 31, 2023 |
|
|
|
$ |
|
|
|
|
$ |
|
|
Exercisable at December 31, 2023 |
|
|
|
$ |
|
|
|
|
$ |
|
There were
99
$
As of December 31, 2023, there was
SSARs
A summary of SSARs activity for the year ended December 31, 2023, is presented below:
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
Weighted- |
|
Average |
|
|
|
|
|
|
|
|
|
Average |
|
Remaining |
|
Aggregate |
||
|
|
|
Number of |
|
Exercise |
|
Contractual |
|
Intrinsic Value |
||
|
|
|
Shares |
|
Price |
|
Life (Years) |
|
(in thousands) |
||
|
Outstanding at January 1, 2023 |
|
|
|
$ |
|
|
|
|
|
|
|
Exercised |
|
(
|
|
$ |
|
|
|
|
|
|
|
Forfeited |
|
— |
|
$ |
— |
|
|
|
|
|
|
Granted |
|
— |
|
$ |
— |
|
|
|
|
|
|
Outstanding at December 31, 2023 |
|
|
|
$ |
|
|
|
|
$ |
|
|
Exercisable at December 31, 2023 |
|
|
|
$ |
|
|
|
|
$ |
|
There were
As of December 31, 2023, there was
Other Stock-based Compensation
Performance Shares
During the years ended December 31, 2023 and 2022 and the six months ended December 31, 2021, 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 members of the Van Eck Vectors Gold Miners ETF (“GDX”) (“Granted TSRs”). The Granted TSRs may vest by linear interpolation in a range between
During the fiscal year ended June 30, 2021, officers and certain employees were granted shares of restricted common stock that can only be earned upon the achievement of certain pre-defined performance measures. Specifically, for performance shares granted during the fiscal year ended June 30, 2021, one-half of the shares awarded may vest upon our achievement of annual growth in Net Gold Equivalent Ounces (“Net GEOs”) (“GEO Shares”). The second half of performance shares granted during the fiscal year ended June 30, 2021 may vest based on our TSR compared to the TSRs of all members of the GDX (“Prior TSR Shares”). GEO Shares and Prior TSR Shares may vest by linear interpolation in a range between
100
performance measure is not met, while the Prior TSR Shares will expire in
We measured the fair value of the GEO Shares based upon the market price of our common stock as of the date of grant. The measurement date for the GEO Shares will be determined at such time that the performance goals are attained or that it is probable they will be attained. At such time that it is probable that a performance condition will be achieved, compensation expense will be measured by the number of shares that will ultimately be earned based on the grant date market price of our common stock. For shares that were previously estimated to be probable of vesting and are no longer deemed to be probable of vesting, compensation expense is reversed during the period in which it is determined they are no longer probable of vesting. Interim recognition of compensation expense will be made at such time as management can reasonably estimate the number of shares that will be earned. GEO Shares granted in August 2020 and 2019 remain outstanding as of December 31, 2023 and the Company will continue to measure these awards for vesting until each awards expiration or performance attainment, whichever date is first.
We measured the grant date fair value of the Granted TSRs and Prior TSR Shares using a Monte Carlo valuation model. The fair value of our TSR awards is multiplied by the target number (
A summary of the status of our unvested Performance Shares at maximum (
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
|
|
Number of |
|
Grant Date |
|
|
|
|
Shares |
|
Fair Value |
|
|
Outstanding at January 1, 2023 |
|
|
|
$ |
|
|
Granted |
|
|
|
$ |
|
|
Exercised |
|
(
|
|
$ |
|
|
Non-attainment |
|
(
|
|
$ |
|
|
Forfeited |
|
— |
|
$ |
— |
|
Outstanding at December 31, 2023 |
|
|
|
$ |
|
As of December 31, 2023, total unrecognized stock-based compensation expense related to Performance Shares was approximately $
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, 2023, officers and certain employees were granted
101
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, 2023, is presented below:
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
|
|
Number of |
|
Grant Date |
|
|
|
|
Shares |
|
Fair Value |
|
|
Outstanding at January 1, 2023 |
|
|
|
$ |
|
|
Granted |
|
|
|
$ |
|
|
Vested |
|
(
|
|
$ |
|
|
Forfeited |
|
— |
|
$ |
— |
|
Exercised |
|
— |
|
$ |
— |
|
Outstanding at December 31, 2023 |
|
|
|
$ |
|
As of December 31, 2023, total unrecognized stock-based compensation expense related to Restricted Stock was approximately $
9. EARNINGS PER SHARE (“EPS”)
Basic earnings per common share were 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 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 performance stock 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 |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Net income attributable to Royal Gold common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Weighted-average shares for basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of other dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares for diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Diluted EPS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
102
10. INCOME TAXES
For financial reporting purposes, Income before income taxes includes the following components (amounts in thousands):
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Our Income tax expense consisted of (amounts in thousands):
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
State |
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Deferred and others: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(
|
|
$ |
(
|
|
$ |
|
|
$ |
|
|
State |
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
Foreign |
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
|
|
$ |
(
|
|
$ |
(
|
|
$ |
|
|
$ |
|
|
Total income tax expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The provision for income taxes for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 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-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 |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Total expense computed by applying federal rates |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
State and provincial income taxes, net of federal benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess depletion |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Estimates for uncertain tax positions |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Statutory tax attributable to non-controlling interest |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Effect of foreign earnings |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Unrealized foreign exchange gains |
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
Rate adjustment |
|
|
(
|
|
|
— |
|
|
|
|
|
— |
|
Changes in estimates |
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
Valuation allowance |
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
103
The effective tax rate for the year ended December 31, 2023, was
The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities on December 31, 2023 and 2022 are as follows (amounts in thousands):
|
|
|
December 31, |
|
December 31, |
||
|
|
|
2023 |
|
2022 |
||
|
Deferred tax assets: |
|
|
|
|
|
|
|
Stock-based compensation |
|
$ |
|
|
$ |
|
|
Net operating losses |
|
|
|
|
|
|
|
Foreign tax credits |
|
|
|
|
|
|
|
Amortizable tax goodwill |
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
|
|
|
|
|
Valuation allowance |
|
|
(
|
|
|
(
|
|
Net deferred tax assets |
|
$ |
|
|
$ |
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
Mineral property basis |
|
$ |
(
|
|
$ |
(
|
|
Unrealized foreign exchange gains |
|
|
(
|
|
|
(
|
|
Other |
|
|
(
|
|
|
(
|
|
Total deferred tax liabilities |
|
|
(
|
|
|
(
|
|
Total net deferred taxes |
|
$ |
(
|
|
$ |
(
|
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, 2023 and 2022, we recorded a valuation allowance of $
As of December 31, 2023 and 2022, we had $
104
As of December 31, 2023 and 2022, we had
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Total gross unrecognized tax benefits at beginning of year |
|
$ |
— |
|
$ |
— |
|
$ |
|
|
$ |
|
|
Additions / Reductions for tax positions of current year |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Additions / Reductions for tax positions of prior years |
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
Reductions due to settlements with taxing authorities |
|
|
— |
|
|
— |
|
|
(
|
|
|
(
|
|
Total amount of gross unrecognized tax benefits at end of year |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
|
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 2020.
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, 2023 and 2022, and the six months ended December 31, 2021, the amount of accrued income-tax-related interest and penalties was
11. SUPPLEMENTAL CASH FLOW INFORMATION
Our supplemental cash flow information for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 is as follows (amounts in thousands):
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Income taxes, net of refunds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
12. 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
105
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).
As of December 31, 2023 and December 31, 2022, we had financial assets in the form of marketable securities which are measured at fair value on a recurring basis; however, the carrying value of such financial assets is not material.
The carrying value of our revolving credit facility (Note 5) approximates fair value as of December 31, 2023.
As of December 31, 2023, 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, intangible assets 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.
13. MAJOR SOURCES OF REVENUE
Operators that contributed greater than 10% of our total revenue for the years ended December 31, 2023 and 2022, the six months ended December 31, 2021, and the fiscal year ended June 30, 2021 were as follows (revenue amounts in thousands):
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||||||||||||
|
|
|
December 31, |
|
|
December 31, |
|
December 31, |
|
June 30, |
|
||||||||||||
|
|
|
2023 |
|
|
2022 |
|
2021 |
|
2021 |
|
||||||||||||
|
Operator |
|
Revenue |
|
Percentage of total revenue |
|
|
Revenue |
|
Percentage of total revenue |
|
Revenue |
|
Percentage of total revenue |
|
Revenue |
|
Percentage of total revenue |
|
||||
|
Centerra |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
$ |
|
|
|
% |
$ |
|
|
|
% |
|
Nevada Gold Mines |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
% |
|
|
|
|
% |
|
Barrick |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
% |
|
|
|
|
% |
|
Teck |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
% |
|
|
|
|
% |
14. SEGMENT INFORMATION
We manage our business under
|
|
|
As of December 31, 2023 |
|
As of December 31, 2022 |
||||||||||||||
|
|
|
|
|
|
|
|
|
Total stream |
|
|
|
|
|
|
|
Total stream |
||
|
|
|
Stream |
|
Royalty |
|
and royalty |
|
Stream |
|
Royalty |
|
and royalty |
||||||
|
|
|
interest |
|
interest |
|
interests, net |
|
interest |
|
interest |
|
interests, net |
||||||
|
Canada |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Dominican Republic |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
Africa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
Mexico |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
Australia |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
Rest of world |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
106
Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2023 |
|||||||||||||
|
|
|
Revenue |
|
Cost of sales (1) |
|
Production taxes |
|
Depletion (2) |
|
Segment gross profit |
|||||
|
Stream interests |
|
$ |
|
|
$ |
|
|
$ |
— |
|
$ |
|
|
$ |
|
|
Royalty interests |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2022 |
|||||||||||||
|
|
|
Revenue |
|
Cost of sales (1) |
|
Production taxes |
|
Depletion (2) |
|
Segment gross profit |
|||||
|
Stream interests |
|
$ |
|
|
$ |
|
|
$ |
— |
|
$ |
|
|
$ |
|
|
Royalty interests |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2021 |
|||||||||||||
|
|
|
Revenue |
|
Cost of sales (1) |
|
Production taxes |
|
Depletion (2) |
|
Segment gross profit |
|||||
|
Stream interests |
|
$ |
|
|
$ |
|
|
$ |
— |
|
$ |
|
|
$ |
|
|
Royalty interests |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30, 2021 |
|||||||||||||
|
|
|
Revenue |
|
Cost of sales (1) |
|
Production taxes |
|
Depletion (2) |
|
Segment gross profit |
|||||
|
Stream interests |
|
$ |
|
|
$ |
|
|
$ |
— |
|
$ |
|
|
$ |
|
|
Royalty interests |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
| (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 |
107
A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
Total segment gross profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration costs |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of royalty interests |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
Total costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of Peak Gold JV interest |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value changes in equity securities |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
|
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other expense |
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Our revenue by reportable segment for the years ended December 31, 2023 and 2022, six months ended December 31, 2021 and fiscal year ended June 30, 2021 is geographically distributed as shown in the following table (amounts in thousands):
|
|
|
Years Ended |
|
Six Months Ended |
|
Fiscal Year Ended |
||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2021 |
|
2021 |
||||
|
Stream interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Dominican Republic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of world |
|
|
|
|
|
|
|
|
|
|
|
— |
|
Total stream interests |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Rest of world |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total royalty interests |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
108
15. COMMITMENTS AND CONTINGENCIES
Xavantina Exploration Payment
On April 20, 2023, we made a $
Ilovica Gold Stream Acquisition
As of December 31, 2023, our conditional funding schedule of $
16. SUBSEQUENT EVENTS
On February 13, 2024, RGLD Gold AG, a subsidiary of the Company, entered into a Processing Cost Support Agreement (the “Agreement”) with Centerra Gold Inc. (“Centerra”) with respect to the Mount Milligan Mine (“Mount Milligan”) for cash consideration of $
109
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, 2023. 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, 2023, 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, 2023. 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, 2023.
Our independent registered public accounting firm,
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, 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.
110
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, 2023, 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, 2023, based on the COSO criteria.
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, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, and the related notes, and our report dated February 15, 2024 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.
111
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 15, 2024
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2023, no
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 2024 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2023, 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 2024 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2023, 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 2024 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2023, 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 2024 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2023, 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 2024 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2023, and is incorporated by reference into this report.
112
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
Index to Financial Statements
|
|
|
Page |
|
|
Error! Bookmark not defined. |
|
|
|
83 |
|
|
Consolidated Statements of Operations and Comprehensive Income |
|
84 |
|
|
85 |
|
|
|
86 |
|
|
|
87 |
113
|
Exhibit
|
|
Description |
|
|---|---|---|---|
|
|
|
|
|
|
10.9▲ |
|
||
|
|
|
|
|
|
10.10▲ |
|
||
|
|
|
|
|
|
10.11▲ |
|
||
|
|
|
|
|
|
10.12▲ |
|
||
|
|
|
|
|
|
10.13▲ |
|
||
|
|
|
|
|
|
10.14▲ |
|
||
|
|
|
|
|
|
10.15▲ |
|
||
|
|
|
|
|
|
10.16▲ |
|
||
|
|
|
|
|
|
10.17▲ |
|
||
|
|
|
|
|
|
10.18▲ |
|
||
|
|
|
|
|
|
10.19▲ |
|
||
|
|
|
|
|
115
|
Exhibit
|
|
Description |
|
|---|---|---|---|
|
10.20▲ |
|
||
|
|
|
|
|
|
10.21▲ |
|
||
|
|
|
|
|
|
10.22▲ |
|
||
|
|
|
|
|
|
10.23▲ |
|
||
|
|
|
|
|
|
10.24▲ |
|
||
|
|
|
|
|
|
10.25▲ |
|
||
|
|
|
|
|
|
10.26▲ |
|
||
|
|
|
|
|
|
10.27▲ |
|
||
|
|
|
|
|
|
10.28▲ |
|
||
|
|
|
|
|
|
10.29▲ |
|
||
|
|
|
|
|
|
10.30▲ |
|
||
|
|
|
|
|
|
21.1 * |
|
||
|
|
|
|
|
|
23.1* |
|
||
|
|
|
|
|
116
|
Exhibit
|
|
Description |
|
|---|---|---|---|
|
10.20▲ |
|
||
|
|
|
|
|
|
10.23▲ |
|
||
|
|
|
|
|
|
10.28▲ |
|
||
|
31.1* |
|
||
|
|
|
|
|
|
31.2* |
|
||
|
|
|
|
|
|
32.1* |
|
||
|
|
|
|
|
|
32.2* |
|
||
|
|
|
|
|
|
97.1* |
|
||
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
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. |
|
▲ |
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.
117
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 15, 2024 |
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 15, 2024 |
By: |
/s/ William Heissenbuttel |
|
|
|
William Heissenbuttel |
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ Paul Libner |
|
|
|
Paul Libner |
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ William Hayes |
|
|
|
William Hayes |
|
|
|
Chairman |
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ Fabiana Chubbs |
|
|
|
Fabiana Chubbs |
|
|
|
Director |
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ Kevin McArthur |
|
|
|
Kevin McArthur |
|
|
|
Director |
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ Jamie Sokalsky |
|
|
|
Jamie Sokalsky |
|
|
|
Director |
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ Ronald Vance |
|
|
|
Ronald Vance |
|
|
|
Director |
|
|
|
|
|
Date: February 15, 2024 |
By: |
/s/ Sybil Veenman |
|
|
|
Sybil Veenman |
|
|
|
Director |
118