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Document

May 14, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn:   Paul Cline

           Jennifer Monick

           John Coleman

           Craig Arakawa

Re:     Royal Gold, Inc.

           Form 10-K for the Fiscal Year Ended December 31, 2023

           Form 10-K/A for the Fiscal Year Ended December 31, 2023

           File No. 001-13357

Ladies and Gentlemen:

This letter sets forth the responses of Royal Gold, Inc. (the “Company” or “Royal Gold”) to the comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) in its comment letter dated April 9, 2024 with respect to the above-referenced Form 10-K and Form 10-K/A. For your convenience, the Staff’s comments are set forth in bold and italics below, followed by the Company’s responses.

Form 10-K/A for the Fiscal Year Ended December 31, 2023

Item 2. Properties, page 4

1.       We note your disclosure on page 4 stating that SK 1300 does not permit the substitution of resources or reserves prepared under another regime. However the mineral resource and mineral reserve summary tables beginning on page 9, and the mineral resource and mineral reserve tables included with your individual property disclosure, with the exception of certain properties, have been prepared under other mineral reporting regimes, and are not compliant with SK 1300.

Absent SK 1300 compliant mineral resources and mineral reserves, the accommodations under Item 1303(a)(3) and 1304(a)(2) of Regulation S-K for royalty and streaming companies permit the omission of information, including mineral resources and mineral reserves. These accommodations do not permit the substitution of mineral resources and mineral reserves prepared under other mineral reporting regimes. Please revise to remove resources and reserves from your filing that are not SK 1300 compliant.

Securities and Exchange Commission

May 14, 2024

Page 2

Please ensure all mineral resources and mineral reserves in your filing are presented corresponding to your fiscal year end, and include the point of reference, consistent with the requirements of Item 1303(b)(3) and Item 1304(d)(1) of Regulation S-K.

Company Response:

We respectfully acknowledge the Staff’s comment. For the reasons set forth below, we believe the Staff’s position is contrary to the text and policy goals of SK 1300 and the basic tenets of the federal securities laws set forth in Securities Act Rule 409 and Exchange Act Rule 12b-21. Further, the Staff’s position would deprive investors of material and reliable information about royalty and streaming companies and put the Company and other royalty and streaming companies based in the United States at a disadvantage compared to their non-U.S. competitors, essentially all of which are permitted to reference technical reports from operators that disclose mineral resources and mineral reserves under codes based on or consistent with the CRIRSCO standards. We believe the interests of U.S. investors and U.S. royalty and streaming companies would be best served by the Staff permitting royalty and streaming companies subject to SK 1300 to continue to disclose complete mineral resources and mineral reserves information in their filings with the Commission.

Overview of Our Business Model and Information Rights

Our business consists of acquiring and managing metal streams, royalties, and similar interests. In some cases, we acquire existing royalty and streaming interests, in which case we acquire the information rights negotiated by the original parties to the agreements and have little or no opportunity to renegotiate those terms. Substantially all of the royalty agreements we have acquired were created prior to the SEC’s adoption of SK 1300 and/or were originally made between parties that were not organized in the United States.

In other cases, we finance projects or provide other funding in exchange for newly created royalty and streaming interests, in which case we negotiate the terms of those financings. The market for royalty and streaming interests is mature and very competitive and we compete with other royalty and streaming companies on both economic and noneconomic terms, including our access to information about the underlying properties, and we are therefore constrained to seek information limited by established market norms.

Operators are generally willing to provide royalty and streaming companies with information on mine production as is necessary to confirm the operators’ compliance with delivery or payment obligations under the agreements, e.g., the quantity of metal produced and sold to an offtaker and the terms of that sale.

While information rights can vary significantly among agreements, and in some cases we receive additional information, including run of mine (e.g. quantity and grade of ore) and run of mill data for properties (e.g. metal recoveries and quantity of metal produced), we generally do not have access to drilling, metallurgical, permitting, development, production, operating, or other data in sufficient detail, nor do we have access to the mining properties, sufficient to confirm disclosure from the operators, including verifying mineral resources and mineral reserves disclosed by the operators nor to prepare our own technical report summaries for the properties.

Securities and Exchange Commission

May 14, 2024

Page 3

In anticipation of and following the adoption of SK 1300, we have repeatedly requested the operators of our existing material properties that do not themselves report under SK 1300 to prepare technical report summaries for us under SK 1300 or permit us the access and information sufficient for us to prepare our own technical report summaries relating to the properties for filing with the SEC, but in each case, the operator denied our request. Similarly, in negotiating agreements for new royalty and streaming interests, operators have universally refused all contract provisions that would obligate them to prepare technical report summaries for us under SK 1300 or permit us the access and information sufficient for us to prepare our own technical report summaries under SK 1300. In some cases, operators have informed us that they would not agree to such contract provisions under any circumstances.

We have had extensive correspondence and discussions with operators concerning their reasons for denying our requests. Operators have cited: their unwillingness to incur the time and expense necessary to prepare information for us, particularly when the operators already have extensive reporting obligations in their home jurisdictions; the potential for disruption to their ordinary operations if they were to permit Royal Gold and its consultants to make site visits for the purpose of preparing our own reports; the potential that we might need to disclose information operators consider to be proprietary and are not themselves required to disclose; and the potential that our disclosure might conflict with their own.

Based on our experience and market knowledge, we believe that we will be unable to obtain SK 1300 compliant mineral resources and mineral reserves information under existing stream and royalty agreements covering properties where the operators do not already report under SK 1300.

Further, all of our most significant royalty and streaming competitors are based in Canada and are not subject to SK 1300.  If we were to insist on the receipt of information, or grant of access to properties, sufficient for us to prepare our own SK 1300 compliant mineral resources and mineral reserves and technical report summaries, we believe that operators who do not already report under SK 1300 would rarely, if ever, select our bids over those of our competitors.

Application of SK 1300 to Royalty and Streaming Companies

A registrant is subject to the disclosure obligations specified in SK 1300 if its mining operations are material to its business or financial condition.1 The general instructions to SK 1300 define “mining operations” to include “operations on all mining properties that a registrant … [h]as, or it is probable that it will have, an associated royalty or similar right.” As a result, a royalty and streaming company must provide the disclosure specified in SK 1300 for those mining properties on which the company has a royalty or streaming interest, unless an exception applies.

SK 1300 provides royalty and streaming companies with several exceptions to the disclosure requirements based on the Commission’s recognition that royalty and streaming companies “may lack, and may have difficulty obtaining, access to the information and supporting documentation required to comply with the Commission’s disclosure requirements concerning the underlying mining properties.”2

1 17 C.F.R. § 229.1301(a)(3).

2 Modernization of Property Disclosure for Mining Registrants, 83 Fed. Reg. 66,344, 66,354 (December 26, 2018) (hereinafter, the “Adopting Release”).

Securities and Exchange Commission

May 14, 2024

Page 4

These exceptions provide as follows (collectively, the “Exceptions”):

•A royalty and streaming company is not required to submit a separate technical report summary for a property that is covered by a current technical report summary prepared under SK 1300 and filed by the producing registrant. In this situation, the royalty and streaming company should refer to the producing registrant’s previously filed technical report summary, with such reference not deemed to incorporate by reference the producing registrant’s technical report summary into the royalty and streaming company’s report.3

•A royalty and streaming company is not required to file a technical report summary for an underlying property if the registrant lacks access to information sufficient to prepare a technical report summary because: (1) obtaining the information would result in an unreasonable burden or expense; or (2) the royalty and streaming company requested the technical report summary from the owner, operator or other person possessing the technical report summary who is not affiliated with the royalty and streaming company, and who denied the request.4

•A royalty and streaming company that “lacks access to any of the information specified”5 in the individual6 and summary7 property disclosure requirements set forth in SK 1300 “may omit such information,”8 provided that the royalty and streaming company: (1) specifies the information to which it lacks access; (2) explains that it does not have access to the required information because: (x) obtaining the information would result in an unreasonable burden or expense; or (y) it requested the information from a person possessing knowledge of the information, who is not affiliated with the royalty and streaming company, and who denied the request; and (3) provides all required information that it does possess or which it can acquire without incurring an unreasonable burden or expense.9

The Exceptions are consistent with the basic tenet of the federal securities laws set forth in Securities Act Rule 409 and Exchange Act Rule 12b-21 – that, notwithstanding an SEC item requirement, a company is not required to disclose information that is unknown or not reasonably available to it, but in these cases the company must “give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.”10

3 17 C.F.R. § 229.1302(b)(3)(i).

4 17 C.F.R. § 229.1302(b)(3)(ii).

5 17 C.F.R. § 229.1303(a)(3); 17 C.F.R. § 1304(a)(2).

6 17 C.F.R. § 229.1304(b).

7 17 C.F.R. § 229.1303(b).

8 17 C.F.R. § 229.1303(a)(3); 17 C.F.R. § 229.1304(a)(2).

9 Id.

10 See 17 C.F.R. § 230.409(a); 17 C.F.R. § 240.12b-21.

Securities and Exchange Commission

May 14, 2024

Page 5

We note that SK 1300 was adopted to, for the first time in decades, “modernize [the Commission’s] disclosure requirements and policies for mining properties by more closely aligning them with current industry and global regulatory practices and standards.”11 The Adopting Release expressly highlights the need to “align” U.S. disclosure with the standards established by the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”), upon which the leading mining jurisdictions around the world have based their mining codes, including the Canadian Institute of Mining, Metallurgy and Petroleum’s National Instrument 43-101, which incorporates definition standards from the Canadian Institute of Mining, Metallurgy and Petroleum (collectively, “NI 43-101”), and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC”).

An important goal of aligning the Commission’s requirements with international standards was to “improve competition among mining registrants by removing the competitive disadvantage that U.S. registrants currently experience relative to reporting firms in foreign jurisdictions,”12 as those competitive disadvantages had led mining companies to raise capital in foreign jurisdictions and avoid U.S. markets.

As the Adopting Release notes, neither the previous Item 102 of Regulation S-K nor Guide 7 addressed whether royalty and streaming companies were required to provide disclosure about the mining operations and properties underlying their economic interests.13 Instead, the Staff historically provided comments during the filing review process to guide royalty and streaming companies in determining whether and how to provide mining disclosures.14

The Company has been a U.S. issuer for over 40 years. In our experience, the Staff, consistent with the longstanding principle set forth in Securities Act Rule 409 and Exchange Act Rule 12b-21, has informally encouraged royalty and streaming companies to disclose the best available information they possess so long as they believe such information is material and reliable. Throughout its history as a public issuer, the Company has consistently followed that informal guidance in its disclosure practices.

Our Approach to Reporting Mineral Resources and Mineral Reserves

We rely on the Exceptions, Securities Act Rule 409, and Exchange Act Rule 12b-21 in connection with most of properties over which we hold royalty or streaming interests:

•Technical Report Summaries. Item 1302(b) of Regulation S-K requires a registrant to file technical report summaries that identify and summarize the information reviewed and conclusions reached by a qualified person about the mineral resources or mineral reserves for each of its material properties.

11 Adopting Release at 66,344.

12 Proposed Rule, “Modernization of Property Disclosures for Mining Registrants,” available at https://www.sec.gov/rules/proposed/2016/33-10098.pdf, at 196.

13 Adopting Release at 66,352.

14 Adopting Release at 66,352.

Securities and Exchange Commission

May 14, 2024

Page 6

Only one operator of our material properties, Newmont Corporation, reports mineral resources and mineral reserves under SK 1300, and we refer to Newmont’s previously filed technical report summaries for Peñasquito, Pueblo Viejo and its Nevada operations, which include our royalty interests over the Cortez Complex, in accordance with the Exception found in Item 1302(b)(3)(i) of Regulation S-K.

For all of our other material properties, we rely on the Exception found in Item 1302(b)(3)(ii) of Regulation S-K, which provides that a royalty or streaming company is not required to file a technical report summary if it lacks access to sufficient information to prepare a technical report summary and (1) obtaining the information would result in an unreasonable burden or expense; or (2) the royalty and streaming company requested the technical