RGLD Royal Gold Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2015

ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

Item 1.01                   Entry into a Material Definitive Agreement.

On April 29, 2015, Royal Gold, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Sixth Amended and Restated Revolving Credit Agreement, dated as of January 29, 2014 (the “Revolving Credit Agreement”), by and among the Company, certain subsidiaries of the Company as guarantors, certain lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders. A summary of the terms of the Revolving Credit Agreement as originally entered into may be found in the Current Report on Form 8-K filed by the Company on January 30, 2014, which summary is incorporated herein by reference.

The Amendment revises the Revolving Credit Agreement to increase the maximum availability thereunder from $450 million to $650 million and eliminates the $150 million accordion feature. Except as set forth in the Amendment, all other terms and conditions of the Revolving Credit Agreement remain in full force and effect.

As of April 29, 2015, the Company had no amounts outstanding under the Revolving Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02                   Results of Operations and Financial Condition.

On April 30, 2015, the Company reported its third quarter fiscal 2015 results. Copies of the press release and an earnings presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The information furnished under this Item 2.02, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 2.03                   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 7.01                   Regulation FD Disclosure.

On April 30, 2015, the Company announced reserve updates as of December 31, 2014 provided by the operators of the Company’s royalty and stream properties, or obtained by the Company from publicly available information. The press release dated April 30, 2015 is furnished as Exhibit 99.3 hereto. The reserves and other information for the Company’s royalty portfolio is furnished as Exhibit 99.4 hereto and is incorporated by reference.

The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 8.01                   Other Events.

Redemption of Exchangeable Shares

On April 27, 2015, the Company announced that the directors of RG Exchangeco Inc. have established June 30, 2015 as the redemption date for the outstanding exchangeable shares of RG Exchangeco Inc. and RGLD Gold (Canada) Inc. has exercised its redemption call right and will acquire all of the outstanding exchangeable shares on the redemption date. A copy of the press release is filed as Exhibit 99.5 to this report.

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Description of Common Stock

The following summarizes the material terms and provisions of the Company’s common stock and various provisions of the Company’s restated certificate of incorporation, as amended, and amended and restated bylaws. For additional information about the terms of the Company’s common stock, please refer to the Company’s certificate of incorporation, bylaws and the First Amended and Restated Rights Agreement, dated as of September 10, 2007 (the “stockholder rights agreement”). The terms of the Company’s common stock may also be affected by the Delaware General Corporation Law. The summary below is not intended to be complete and is qualified by reference to the provisions of applicable law and the Company’s certificate of incorporation, bylaws and stockholder rights agreement. This information is being filed in order that it may be incorporated by reference into future registration statements of the Company.

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of April 23, 2015, there were 65,187,520 issued and outstanding shares of common stock and one share of preferred stock, designated as The Special Voting Preferred Stock, issued or outstanding. In addition, as of such date, there were 4,482 exchangeable shares of RG Exchangeco Inc., a wholly-owned Canadian subsidiary of the Company, outstanding which are exchangeable at any time into shares of the Company’s common stock on a one-for-one basis and entitle their holders to voting and economic rights that are, as nearly as practicable, equivalent to the voting and economic rights of shares of Royal Gold common stock. Rights to purchase Series A Junior Participating Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”) have been distributed to holders of the Company’s common stock under the stockholder rights agreement. A maximum of 500,000 shares of Series A Preferred Stock is currently authorized for issuance upon exercise of these rights.

The Company’s common stock is currently listed and traded on the NASDAQ Global Select Market and Toronto Stock Exchange.

Holders of common stock are entitled to one vote for each share held in the election of directors and on all other matters submitted to a vote of stockholders and do not have any cumulative voting rights. Holders of common stock are entitled to receive ratably such dividends, if any, when, as and if declared by the board of directors, out of funds legally available therefor, subject to any preferential dividend rights of any outstanding preferred stock.

Upon the liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to receive ratably the net assets of the Company available after payment of all debts and other liabilities, subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption, or conversion rights other than the right, when exercisable, to purchase one one-thousandth of a share of Series A Preferred Stock. The outstanding shares of common stock are fully paid and non-assessable.

The Company’s certificate of incorporation and bylaws include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by stockholders. These provisions are summarized in the following paragraphs.

Classified Board of Directors.  The Company’s certificate of incorporation provides for the Company’s board of directors to be divided into three classes of directors serving staggered three year terms. The classification of the board of directors has the effect of requiring at least two annual stockholder meetings, instead of one, to replace a majority of the members of the board of directors.

Authorized but Unissued or Undesignated Capital Stock.  The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. The authorized but unissued (and in the case of preferred stock, undesignated) stock may be issued by the board of directors in one or more transactions. In this regard, the Company’s certificate of incorporation grants the board of directors broad power to establish the rights and preferences of authorized and unissued preferred stock. The issuance of shares of preferred stock pursuant to the board of directors’ authority described above could decrease the amount of earnings and assets available for distribution to holders of common stock and adversely affect the rights and powers, including voting rights, of such holders and may have the effect of delaying, deferring or preventing a change in control. The board of

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directors does not currently intend to seek stockholder approval prior to any issuance of preferred stock, unless otherwise required by law.

Special Meetings of Stockholders.  The Company’s bylaws provide that special meetings of the Company’s stockholders may be called only by the Company’s chairman of the board of directors, chief executive officer, president or board of directors. Stockholders do not have the right to call special meetings or to bring business before special meetings.

Stockholder Action by Written Consent.  Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of stockholders may be taken without a meeting and without prior notice if a written consent is signed by the holders of the minimum number of votes necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted. The Company’s bylaws provide the same standard for written consent and require a stockholder seeking to take action by written consent to give written notice to the Company’s secretary requesting that the board of directors fix a record date and include in such notice certain specified information and representations regarding (i) each person whom the stockholder proposes to nominate for election or re-election as a director, (ii) any other business the stockholder proposes to take by written consent, (iii) the stockholder giving notice and the beneficial owner, if any, or any affiliate or associate thereof, on whose behalf the nomination or proposal is made (collectively, the “Proposing Stockholder”), (iv) any agreements, arrangements and understandings between the Proposing Stockholder and any other person in connection with the proposal of such business or nominations by the stockholder, (v) whether the Proposing Stockholder is a holder of record of stock and entitled to vote, and (vi) whether the Proposing Stockholder is or intends to be part of a group that intends to solicit consents from stockholders.

Notice Procedures.  The Company’s bylaws establish advance notice procedures with regard to all stockholder proposals to be brought before meetings of the Company’s stockholders, including proposals relating to the nomination of candidates for election as directors and amendments to the Company’s certificate of incorporation or bylaws. These procedures provide that, as to matters not sought to be included in the Company’s proxy statement, the stockholder must give timely notice of such stockholder proposals in writing to the Company’s secretary prior to the meeting and update or supplement such notice, as required by the Company’s bylaws. All stockholder proposals must also otherwise be a proper matter for stockholder action pursuant to the Company’s certificate of incorporation, the Company’s bylaws and applicable law. Generally, to be timely a stockholder’s notice must be received by the secretary at the principal executive offices of the Company (a) in the case of an annual meeting, not less than 90 nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting (provided, however, that if the date of the annual meeting is more than 30 days before or more than 30 days after such anniversary date, notice by the stockholder must be so delivered, or mailed and received, not less than 90 nor more than 120 calendar days before such annual meeting, or not more than 10 calendar days following the day on which public announcement of the date of such meeting is first made by the Company), or (b) in the case of a special meeting, not more than 120 calendar days before such special meeting nor less than the later of (i) 90 calendar days prior to such meeting or (ii) if a public announcement is first made of the date of the special meeting less than 100 calendar days prior to such meeting, 10 calendar days following such public announcement. Stockholders are not permitted to make proposals to be brought before any special meeting of the Company’s stockholders other than the nomination of candidates for election as directors where the stated purpose for such special meeting includes the election of directors.

Any such notice must include certain specified information and representations regarding (i) each person whom the stockholder proposes to nominate for election or re-election as a director, (ii) any other business the stockholder proposes to bring before the meeting, (iii) the Proposing Stockholder, (iv) any agreements, arrangements and understandings between the Proposing Stockholder and any other person in connection with the proposal of such business or nominations by the stockholder, (v) whether the Proposing Stockholder is a holder of record of stock and entitled to vote, and (vi) whether the Proposing Stockholder is or intends to be part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal. As to matters sought to be included in the Company’s proxy statement, stockholders must comply with Rule 14a-8 under the Exchange Act.

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Item 9.01                   Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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

EXHIBIT INDEX

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Exhibit 10.1

AMENDMENT NO. 1

TO SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the “Amendment”), dated as of April 29, 2015, is made and entered into by and among ROYAL GOLD, INC., a corporation organized and existing under the laws of the State of Delaware, as the borrower (“Royal Gold” or the “Borrower”), HIGH DESERT MINERAL RESOURCES, INC., a corporation organized and existing under the laws of the State of Delaware, as a guarantor (“High Desert”), RG EXCHANGECO INC., an amalgamated corporation validly existing under the Canada Business Corporations Act, as a guarantor (“RG Exchangeco”), RG MEXICO, INC., a corporation organized and existing under the laws of the State of Delaware, as a guarantor (“RG Mexico”), those additional guarantors identified as a “Guarantor” on the signature pages hereto and such additional guarantors from time to time party hereto, as guarantors (collectively, the “Additional Guarantors”) (with each of High Desert, RG Exchangeco, RG Mexico and the Additional Guarantors being individually referred to herein as a “Guarantor” and collectively referred to herein as the “Guarantors”), those banks and financial institutions identified as a “Lender” on the signature pages hereto and such other banks or financial institutions as may from time to time become parties to this Agreement as a lender (individually, each a “Lender” and collectively, the “Lenders”), and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (in its individual capacity, “HSBC Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

RECITALS

A.                                    The Borrower, the Guarantors, the Lenders, the Administrative Agent, and the other parties thereto entered into that certain Sixth Amended and Restated Revolving Credit Agreement dated as of January 29, 2014 (as amended, modified, supplemented, continued or restated prior to the date hereof, the “Credit Agreement”).

B.                                    The Borrower, the Guarantors, the Lenders and the Administrative Agent now desire to: (i) increase the Committed Amount available under the Credit Agreement to a maximum aggregate amount of Six Hundred Fifty Million Dollars ($650,000,000), (ii) delete and eliminate the reference to the availability of the Incremental Loans, and (iii) otherwise amend, ratify and confirm the Credit Agreement as set forth herein and to ratify and confirm the other Credit Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Defined Terms.  Capitalized terms used but not defined in this Amendment shall have the meanings given thereto in the Credit Agreement.

2.                                      Agreements and Amendments to the Credit Agreement.

a.                                      Subject to the terms and conditions set forth herein and pursuant to the requirements of the Credit Agreement, including Section 10.1 thereof, the Credit Agreement is hereby

amended to the extent necessary to give effect to the provisions of this Amendment and to incorporate the provisions of this Amendment into the Credit Agreement.  The Credit Agreement, together with this Amendment (upon its effectiveness), shall be read together and have effect so far as practicable as though the provisions thereof and the relevant provisions hereof are contained in one document.

b.                                      The Borrower, the Guarantors, the Lenders, and the Administrative Agent hereby agree that the Committed Amount available to the Borrower under the Credit Agreement, subject to the terms and conditions set forth therein, shall be increased to a maximum aggregate amount of Six Hundred Fifty Million Dollars ($650,000,000), and each reference in the Credit Agreement and the other Credit Documents to the amount $450,000,000 shall be deemed to refer to the amount $650,000,000.

c.                                       The Credit Agreement is hereby amended by deleting the defined term “Additional Lenders” therefrom and substituting the following therefor:

“Additional Lenders” shall mean such banks and financial institutions that from time to time become party to this Agreement as lenders after the Closing Date, including each Purchasing Lender that joins the Agreement in accordance with Section 10.07.

d.                                      The Credit Agreement is hereby amended by deleting the defined term “Commitment Percentage” therefrom and substituting the following therefor:

“Commitment Percentage” shall mean, for each Lender, the percentage identified as its Commitment Percentage on the Lenders’ Administrative Details Schedule, as such Commitment Percentage may be adjusted pursuant to any Assignment Agreement pursuant to which an Additional Lender became a Lender hereunder or a Lender purchases an additional Commitment, in each case in connection with any assignment made in accordance with the provisions of Section 10.7(c).

e.                                       The Credit Agreement is hereby amended by deleting the defined term “Committed Amount” therefrom and substituting the following therefor:

“Committed Amount” shall mean the maximum aggregate principal amount of Loans that may be made by the Lenders hereunder, subject to the terms and conditions herein, at any time, with the Committed Amount being equal to Six Hundred Fifty Million Dollars ($650,000,000).

f.                                        The Credit Agreement is hereby amended by deleting the defined term “Loan” therefrom and substituting the following therefor:

“Loan” shall have the meaning set forth in Section 2.1(a).

g.                                       The Credit Agreement is hereby amended by deleting Schedule 1.1(b) (Lenders’ Administrative Details Schedule) therefrom and substituting therefor the Lenders’ Administrative Details Schedule attached hereto as Schedule 1.

h.                                      The Credit Agreement is hereby amended by deleting Section 2.15 therefrom and substituting the following therefor:

[RESERVED]

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i.                                          The Credit Agreement is hereby amended by deleting the defined terms “Additional Incremental Lender”, “Incremental Loan”, “Commitment Increase”, “Loan Increase Effective Date”, and “Incremental Increase Joinder”, and deleting all references thereto contained in the Credit Agreement.

j.                                         The Credit Agreement is hereby amended by deleting Exhibit L therefrom.

k.                                      The Borrower, the Guarantors, the Lenders and the Administrative Agent hereby agree that the Credit Agreement, as amended hereby, is continued, ratified and confirmed, and shall remain in full force and effect in accordance with its terms.

l.                                          As a condition to the Administrative Agent and the Lenders entering into this Amendment, the Borrower and the Guarantors hereby irrevocably confirm and agree that each Guaranty, Security Agreement, Pledge Agreement, Mortgage, the Quebec Security Documents and the other Security Documents and the other Credit Documents executed by the Borrower and/or any other Credit Party, and all guaranties, grants of security, debentures, mortgages, liens, deeds, pledges and rights thereunder, are hereby continued, ratified and confirmed, remain in full force and effect, remain fully perfected, and apply to the Credit Agreement as amended hereby.

m.                                  This Amendment and all other Instruments executed and delivered by the Borrower, the Guarantors or any other Credit Party in connection with this Amendment are and shall be deemed to be “Credit Documents” for all purposes.

3.                                      Representations and Warranties.

a.                                      Each Credit Party hereby remakes and restates each of its representations and warranties in the Credit Agreement and the other Credit Documents, effective as of the date of this Amendment, which representations and warranties are incorporated herein by reference as if fully set forth herein.

b.                                      Each Credit Party hereby further represents and warrants that (i) it has the corporate power and authority, and the legal right, to execute, deliver and perform this Amendment, (ii) this Amendment has been duly authorized, executed and delivered by each Credit Party, (iii) no consent or authorization of any Governmental Authority or other Person is required in connection with this Amendment, (iv) this Amendment constitutes a legal, valid and binding obligation of each Credit Party, enforceable against each Credit Party in accordance with its terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect), (v) no Default or Event of Default has occurred and is continuing or will occur as a result of the consummation of the transactions contemplated hereby or as a result of the continuation of the Credit Agreement, and (vi) the Recitals set forth above are true and correct in all respects.

4.                                      Conditions Precedent.  This Amendment shall become effective as of the date hereof upon (and only upon) satisfaction of the following conditions precedent:

a.                                      The Administrative Agent shall have received the following Credit Documents, each of even date herewith and duly executed by the Borrower and the applicable Credit Parties: (i) this Amendment; (ii) a Ratification; (iii) a Canadian Ratification; (iv) an amended and restated Note payable to the order of each Lender in the principal amount of such Lender’s Commitment, in form and content satisfactory to the Administrative Agent; (v) amendments to each of the Mortgages, in form and content

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satisfactory to the Administrative Agent; (vi) an Officer’s Certificate; (vii) a Secretary’s Certificate; and (viii) a Compliance Certificate.

b.                                      The Administrative Agent shall have received: (i) current good standing certificates for each Credit Party; (ii) with respect to Liens and the Collateral, (x) searches of all Lien filings, registrations and records deemed necessary by the Administrative Agent, and copies of any documents, filings and Instruments on file in such jurisdictions, with results satisfactory to the Administrative Agent, (y) all financing statements, registrations, filings or other Instruments for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect, or maintain the perfection of, the Administrative Agent’s security interest in the Collateral, and (z) all stock or membership certificates evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank, undated stock or transfer powers attached thereto to the extent not previously delivered to Administrative Agent; and (iii) opinions of legal counsel for the Credit Parties, dated the date hereof and addressed to the Administrative Agent and the Lenders in form and substance reasonably acceptable to the Administrative Agent.

c.                                       The Borrower shall have paid to the Administrative Agent an upfront fee equal to Thirty (30) basis points (0.30%) on the additional Committed Amount of $200,000,000 established by this Amendment (the “Amendment Upfront Fee”), which will be distributed by the Administrative Agent to the Lenders providing the new Committed Amount on a pro rata basis. The Amendment Upfront Fee will be fully earned and payable on and as of the date of this Amendment.  No portion of the Amendment Upfront Fee is refundable to the Borrower, in whole or in part, under any circumstances.

d.                                      The Administrative Agent shall have received such other Instruments, certificates, information and opinions as the Administrative Agent may reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

5.                                      Miscellaneous Provisions.

a.                                      This Amendment is a Credit Document.  The Credit Agreement, as amended by this Amendment, is hereby ratified, approved, confirmed, extended and continued in each and every respect, and the parties hereto agree that the Credit Agreement remains in full force and effect in accordance with its terms.  Nothing contained herein shall be construed to release, terminate or act as a novation of, in whole or in part, any Credit Document or any guaranty, lien, mortgage, deed, debenture, indenture, pledge or security interest granted pursuant thereto.  All references to the Credit Agreement in each of the Credit Documents and in any other document or instrument shall hereafter be deemed to refer to the Credit Agreement as amended hereby.  The Credit Documents shall remain unchanged and in full force and effect, except as provided in this Amendment or any other Instrument entered into and delivered in connection herewith, and the Credit Documents are hereby ratified, confirmed, extended and continued in full force and effect in all respects.  This Amendment shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Credit Documents or for any purpose, except as expressly set forth herein, or a consent to any other, further or future action on the part of the Borrower or the other Credit Parties that would require the waiver or consent of the Administrative Agent or any Lender.  The parties hereto hereby agree that the terms and conditions of Article 10 of the Credit Agreement shall apply hereto as if fully set forth herein.

b.                                      This Amendment shall be governed by and construed in accordance with the laws of the State of New York, excluding that body of law relating to conflict of laws.

c.                                       This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an

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original and all of which taken together shall constitute one and the same agreement.  This Amendment may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed original signature.

d.                                      Neither the Administrative Agent nor any Lender has waived, and none of them does hereby waive, any Default or Event of Default under the Credit Agreement or any other Credit Document, whether known or unknown, as to which the rights of the Administrative Agent and the Lenders shall remain reserved in all respects.  There are no verbal agreements or informal understandings between the Administrative Agent and/or any Lender, on the one hand, and the Credit Parties, on the other hand, nor will any such verbal agreements or understandings be entered into or deemed to exist.  The execution, delivery and effectiveness of this Amendment shall not operate or be deemed to operate as a waiver of any rights, powers or remedies of the Administrative Agent or any Lender under the Credit Agreement or any other Credit Document or constitute a waiver of any provision thereof (except as expressly set forth herein).  The Administrative Agent and the Lenders hereby expressly reserve and retain all rights, remedies, privileges, powers, claims and actions under the Credit Agreement, the Credit Documents and applicable law.  The Administrative Agent and the Lenders reserve the right to take all additional and further action available under the Credit Agreement, the Credit Documents and applicable law, at any time and from time to time.

e.                                       This Amendment shall be binding upon and inure to the benefit of the Administrative Agent, the Lenders, the Borrower, each other Credit Party, and their respective successors and assigns permitted by the Credit Agreement.

f.                                        The Borrower and the other Credit Parties agree and confirm that (i) they have been advised by counsel in the negotiation, execution and delivery of the Amendment, (ii) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Amendment or the Credit Agreement and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrower and the other Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor and (iii) no joint venture or partnership exists among the Borrower or the other Credit Parties and the Lenders or the Administrative Agent.

g.                                       The Credit Parties agree and confirm that they are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of each Credit Party has a direct, tangible and immediate impact on the success of the other Credit Parties.  Each Guarantor agrees and confirms (i) that it will derive substantial direct and indirect benefit from the extensions of credit to the Borrower under the Credit Agreement and the increase in the Committed Amount as set forth in this Amendment and (ii) that it entered into the Guaranty and will continue such Guaranty in contemplation of such benefits.

h.                                      The Borrower shall pay all reasonable costs, fees and expenses paid or incurred by the Administrative Agent incident to this Amendment, the Credit Agreement and the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this Amendment and any related documents and instruments.

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remainder of this page intentionally blank

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

BORROWER:

GUARANTORS:

ADMINISTRATIVE AGENT:

[signature pages continue]

Schedule 1

Lenders’ Administrative Details Schedule

Exhibit 99.1

Royal Gold Reports Record Volume in its Third Fiscal Quarter 2015 Results

DENVER, COLORADO. APRIL 30, 2015:  ROYAL GOLD, INC. (NASDAQ:RGLD; TSX:RGL) (together with its subsidiaries, “Royal Gold” or the “Company”) reports results for its third fiscal quarter ended March 31, 2015 (“third quarter”), including revenue of $74.1 million, up 28% from the same period a year ago, and Adjusted EBITDA(1) of $57.7 million, up 16% from the prior year quarter. Streaming revenue was $29.7 million, while royalty revenue was $44.4 million.

The Company reports net income attributable to Royal Gold stockholders (“net income”) of $25.0 million, or $0.38 per basic share for the third quarter, compared with net income of $20.1 million, or $0.31 per share from the same period a year ago.  The increase in our earnings per share was attributable to higher stream revenue from Mount Milligan and a lower effective tax rate.

Third Quarter Highlights Compared with the Year-Ago Quarter:

·                  Record volume of 60,823 Gold Equivalent Ounces (“GEO’s”), up 36%;

·                  Adjusted EBITDA of $57.7 million, up 16%;

·                  Operating cash flow of $65.9 million, up 47%;

·                  Net income of $0.38 per share, up 23%; and

·                  Higher revenue at Mount Milligan, Cortez, Mulatos, and Robinson, amongst others.

The average gold price was $1,218 per ounce for the third quarter, down 6% from $1,293 per ounce in the year ago quarter.

Tony Jensen, President and CEO, commented, “Our record volume and robust cash flow reflect the quality of our portfolio.  We observed production gains from many properties in our third quarter, which more than offset the lower gold price.  Looking forward to the remainder of calendar 2015, we anticipate strengthening production at Peñasquito, the continued ramp-up at Mount Milligan, and the startup of production at Phoenix as sources of future volume growth.”

(1)  The Company defines Adjusted EBITDA, a non-GAAP financial measure, as net income plus depreciation, depletion and amortization, non-cash charges, income tax expense, interest and other expense, and any impairment of mining assets, less non-controlling interests in operating income of consolidated subsidiaries, interest and other income, and any royalty portfolio restructuring gains or losses (see Schedule A).

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Adjusted EBITDA for the third quarter was $57.7 million ($0.89 per basic share), representing 78% of revenue, compared with Adjusted EBITDA of $49.7 million ($0.76 per basic share), or 86% of revenue, for the year ago quarter.  Adjusted EBITDA, as a percentage of revenue, was lower in the third quarter due to the inclusion of ongoing stream payments to Mount Milligan of $435 per ounce of gold, which are recorded as a cost of sales and totaled $10.5 million during the third quarter.

As of March 31, 2015, the Company had a working capital surplus of $733.9 million.  Current assets were $759.6 million compared to current liabilities of $25.7 million, for a current ratio of 30 to 1.

The Company reported an effective tax rate of 4% for the third quarter.  The U.S. Dollar has appreciated significantly against the Canadian Dollar, resulting in the recognition of unrealized foreign currency gains upon re-measurement of certain of our deferred tax liabilities during the period. We recorded tax benefits of $8.1 million during the third quarter related to these unrealized gains.  On a per share basis, these deferred tax benefits resulted in additional earnings per share of $0.12 for the three months ended March 31, 2015.

RECENT DEVELOPMENTS

Amendment to Revolving Credit Facility

On April 29, 2015, Royal Gold entered into Amendment No. 1 to the Sixth Amended and Restated Revolving Credit Agreement whereby Royal Gold increased the maximum availability from $450 million to $650 million and eliminated the $150 million accordion feature.  There were no other changes to the Sixth Amended and Restated Revolving Credit Agreement, including debt covenants, maturity date, commitment fee and interest rates.

Mount Milligan Gold Stream

On April 16, 2015, Thompson Creek reported that the ramp-up at Mount Milligan continues, with production of approximately 46,100 ounces of payable gold in the quarter ended March 31, 2015.

During the third quarter, Royal Gold, through a wholly-owned subsidiary, purchased approximately 26,200 ounces of physical gold, which came from a combination of provisional and final settlements associated with shipments of concentrate from Mount Milligan. The Company sold approximately 24,200 ounces of gold during the third quarter at an average price of $1,226 per ounce, and had approximately 6,800 ounces of gold in inventory as of March 31, 2015.

For the quarter ended March 31, 2015, average daily mill throughput was 39,569 tonnes per day, improving to 50,000 to 54,000 tonnes per day during the last half of March.  Thompson Creek expects to achieve design throughput of approximately 60,000 tonnes per day by calendar year-end.

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Phoenix Gold Project Stream

On April 14, 2015, Rubicon Minerals (“Rubicon”) announced that mill commissioning at the Phoenix Gold Project (“Phoenix”) commenced ahead of schedule, and reiterated that Phoenix remains on track for production in mid-2015.  Rubicon also announced that it completed 85% of the original underground development planned prior to the start of production.

The Company’s final commitment payment of $12.8 million as part of its Phoenix stream acquisition was made in February 2015.

Peñasquito

On April 9, 2015, Goldcorp reported that it integrated its Concentrate Enrichment Process (“CEP”) and Pyrite Leach Process into a single Metallurgical Enhancement Project (“MEP”). The MEP entered the feasibility study phase, which Goldcorp expects to be completed in early 2016.  Goldcorp indicated that the study is expected to form the basis of a new life-of-mine plan for Peñasquito, and could extend the mine life by more than five years through increased recoveries, the conversion of off-spec lead concentrates to on-spec, the conversion of copper from penalties to payables, and lower mining costs through minimization of re-handling and simplified mining of complex ores.

Ilovitza Project Gold Stream

On January 12, 2015, Euromax Resources (“Euromax”) announced that it closed a private placement with the European Bank for Reconstruction and Development (“EBRD”).

During the third quarter, Royal Gold paid its first $7.5 million deposit on the Ilovitza stream, which was conditioned upon Euromax raising an additional $5 million in equity, which was satisfied by the EBRD investment, and the satisfaction of certain other conditions.  As of March 31, 2015, the Company had a remaining commitment, subject to certain conditions, of $167.5 million.  Euromax completed a prefeasibility study for the Ilovitza project which estimates a 23 year mine life and a production startup in calendar 2018.

PROPERTY HIGHLIGHTS

Highlights at certain of the Company’s principal producing and development properties during the third quarter, compared with the prior fiscal year quarter ended March 31, 2014 are listed below. Production for our producing properties reflects the actual production subject to our interests reported to us by the various operators or from the operator’s publicly available information.

Principal Producing Properties

Andacollo — Payable gold production in concentrates decreased 8% as a result of lower mill production over the last few months.  Harder ore and unplanned maintenance downtime in the concentrator impacted copper concentrate shipments early in calendar 2015, while a failure of the tailings thickener and scheduled maintenance impacted mill production in the March quarter,

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which may impact our June quarter. We are currently expecting a stronger second half of the year at Andacollo.

Cortez — Production at Cortez increased 59% over the prior year quarter as surface mining activity increased at the Pipeline Complex, where our royalty applies, while no significant mining activity occurred in these areas during the prior year quarter.  While Barrick expects production subject to our royalty interests to be lower in calendar 2015, stripping of the Crossroads Deposit is scheduled to begin in 2015 where reserves subject to our interest total 3 million ounces.

Holt — Production decreased 8% as both ore milled and the ore grade were lower.  Zone 4 contributed 70% of the ore and Zone 6 contributed the remainder.  Although lower than the December 2014 quarter, throughput of 1,200 tonnes per day was in line with the calendar 2014 production rate.  Mill recoveries were at their expected 95% level for the current quarter.

Mount Milligan — Production increased 18% to 46,100 ounces of payable gold during the quarter. However, throughput and production were impacted by frozen and plugged feeders and unscheduled mechanical issues. Thompson Creek implemented action plans to address the issues.  Mill throughput averaged 39,569 tonnes per day during the quarter, compared to 33,278 tonnes per day for the prior year quarter.  Throughput improved during the last half of March 2015, achieving 50,000 to 54,000 tonnes per day.

Mulatos — Production attributable to our royalty interest increased 24%, aided by the timing of the final settlement of gold that was produced at the end of the fourth calendar quarter of 2014, but for which settlement with the refinery had not yet occurred.

Peñasquito — Payable gold production subject to Royal Gold’s royalty interest, which lags Goldcorp’s reported production due to the timing of concentrate shipments, increased nearly 50% over the prior year quarter to approximately 174,000 ounces, while silver, lead and zinc production decreased by 16%, 13% and 8%, respectively, over the prior year quarter.  Goldcorp expects the gold production for calendar 2015 to be weighted to the second half of the calendar year as mining will move into the higher-grade portions of the Peñasco pit beginning next quarter.

Robinson — Gold and copper production significantly increased over the prior year quarter.  The increase in production is due to the planned mine sequence moving back to the higher-grade Ruth pit, compared to production from the Liberty pit in the prior year quarter.

Voisey’s Bay — Nickel production decreased 7%, as the Voisey’s Bay mill experienced unplanned maintenance in January to repair the SAG mill.  The operation then returned to full production.  Copper production increased 8%.

Vale reports that the ramp-up of its new Long Harbour Processing Plant is underway with the plant producing over 500 tonnes of finished nickel in 1Q15.  The plant is currently operating on a blend of nickel matte from its Indonesian operations and Voisey’s Bay concentrate and will process only Voisey’s Bay concentrate as of the end of 2015.  Anticipating this transition, the Company has engaged in discussions with Vale concerning calculation of the royalty once

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Voisey’s Bay nickel concentrates are processed at Long Harbour.  While the Company may continue to engage in these discussions, there is no assurance that the Company and Vale will reach agreement on the proper calculation under the terms of the royalty agreement.

Historically, Vale has supplied the Company with Voisey’s Bay nickel concentrate shipment data on a monthly basis, and copper concentrate shipment data on a quarterly basis.  This data has allowed us to estimate our Voisey’s Bay quarterly royalty revenue for financial reporting purposes.  We did not receive all of this data for the months relevant to the royalty payments due for the December 2014 and March 2015 quarters.  Consequently, our March 2015 quarterly revenue estimate is based on historic concentrate shipment data, as well as an adjustment to our estimated December 2014 quarterly revenue based upon the actual royalty payment received in February 2015.  For future reporting periods, the Company intends to recognize Voisey’s Bay royalty revenue on a cash basis, or in the period in which actual payment information is received from Vale.  Accordingly, the revenue recognized for the Voisey’s Bay royalty for the June 2015 quarter may only include adjustments from the estimated March 2015 quarterly revenue.

Third quarter production and revenue for the Company’s principal royalty and stream interests are shown in Tables 1 and 2, historical production data is shown in Table 3, and a comparison of operators’ 2015 production estimates to actual production is shown in Table 4.  For more detailed information about each of our principal royalty and stream properties, please refer to the Company’s most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and available on the SEC’s website located at www.sec.gov, or our website located at www.royalgold.com.

CORPORATE PROFILE

Royal Gold is a precious metals royalty and stream company engaged in the acquisition and management of precious metal royalties, streams, and similar production based interests.  The Company owns interests on 196 properties on six continents, including interests on 38 producing mines and 23 development stage projects.  Royal Gold is publicly traded on the NASDAQ Global Select Market under the symbol “RGLD,” and on the Toronto Stock Exchange under the symbol “RGL.” The Company’s website is located at www.royalgold.com.

For further information, please contact:

Karli Anderson

Vice President Investor Relations

(303) 575-6517

Note: Management’s conference call reviewing the third quarter results will be held Thursday, April 30, at 10:00 a.m. Mountain Time (noon Eastern Time) and will be available by calling (855) 209-8260 (North America) or (412) 542-4106  (international), conference title “Royal Gold.”  The call will be simultaneously broadcast on the Company’s website at www.royalgold.com under the “Presentations” section.  A replay of this webcast will be available on the Company’s website approximately two hours after the call ends.

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Cautionary “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:  With the exception of historical matters, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein.  Such forward-looking statements include statements about the Company’s ability to invest in additional quality properties, operators’ expectations of construction, ramp up, production, and mine life, resolution of regulatory and legal proceedings (including with Vale regarding Voisey’s Bay), and other developments at various mines.  Factors that could cause actual results to differ materially from the projections include, among others, precious metals, copper and nickel prices; performance of and production at the Company’s royalty and stream properties; the ability of the various operators to bring projects into production as expected; delays in the operators securing or their inability to secure necessary governmental permits; decisions and activities of the operators of the Company’s royalty and stream properties; unanticipated grade, geological, metallurgical, processing, liquidity or other problems the operators of the mining properties may encounter; completion of feasibility studies; changes in operators’ project parameters as plans continue to be refined; changes in estimates of reserves and mineralization by the operators of the Company’s royalty and stream properties; contests to the Company’s royalty and stream interests and title and other defects to the Company’s royalty and stream properties; errors or disputes in calculating royalty and stream payments, or payments not made in accordance with royalty and stream agreements; economic and market conditions; risks associated with conducting business in foreign countries; changes in laws governing the Company and its royalty and stream properties or the operators of such properties; and other subsequent events; as well as other factors described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission.  Most of these factors are beyond the Company’s ability to predict or control.  The Company disclaims any obligation to update any forward-looking statement made herein.  Readers are cautioned not to put undue reliance on forward-looking statements.

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TABLE 1

Third Quarter Fiscal 2015

Revenue and Reported Production for Principal Royalty and Stream Interests

Three Months Ended March 31, 2015 and March 31, 2014

(In thousands, except reported production in oz. and lbs.)

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TABLE 2

Third Quarter Fiscal 2015

Revenue and Reported Production for Principal Royalty and Stream Interests

Nine Months Ended March 31, 2015 and March 31, 2014

(In thousands, except reported production in oz. and lbs.)

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TABLE 3

Historical Production

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FOOTNOTES

Tables 1, 2 and 3

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TABLE 4

Calendar 2015 Operators’ Production Estimate

(1)             There can be no assurance that production estimates received from our operators will be achieved.  Please refer to our cautionary language regarding forward-looking statements preceding Table 1 above, as well as the Risk Factors identified in Part I, Item 1A, of our Fiscal 2014 10-K for information regarding factors that could affect actual results.

(2)             The operators of our Voisey’s Bay and Robinson royalty interests did not release public production guidance for calendar 2015.

(3)             Actual production figures for Andacollo and Cortez are based on information provided to us by the operators, and actual production figures for Holt, Mount Milligan, Mulatos and Peñasquito (gold) are the operators’ publicly reported figures.

(4)             The estimated production figure shown for Andacollo is contained gold in concentrate.

(5)             The estimated and actual production figures shown for Mount Milligan are payable gold in concentrate.

(6)             Actual production was not available from the operator as of the date of this press release.

(7)             The estimated gold and silver production figures reflect payable gold and silver in concentrate and doré, while the estimated lead and zinc production figures reflect payable metal in concentrate.

(8)             The actual gold production figure for gold reflects payable gold in concentrate and doré as reported by the operator.  The actual production for silver, lead and zinc were not publicly available.  The Company’s royalty interest at Peñasquito includes gold, silver, lead and zinc.

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ROYAL GOLD, INC.

Consolidated Balance Sheets

(Unaudited, in thousands except share data)