All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
David Crandall, Vice President, Corporate Secretary, and Chief Compliance Officer of Royal Gold, is passing on
certain legal matters regarding the securities being registered. Mr. Crandall is a full-time employee of Royal Gold,
owns Royal Gold securities, and is eligible to participate in various employee benefit and equity incentive plans,
including the 2025 Plan.
Item 6. Indemnification of Directors and Officers
Set forth below is a description of certain provisions of the Delaware General Corporation Law (the “Delaware
Statute”), Royal Gold’s certificate of incorporation and bylaws, and certain indemnification agreements between
Royal Gold and its directors and officers. The description is intended only as a summary and is qualified in its
entirety by reference to the Delaware Statute, Royal Gold’s certificate of incorporation and bylaws, and the
indemnification agreement, a form of which has been filed by Royal Gold with the Commission.
Delaware General Corporation Law
Under Section 145 of the Delaware Statute, a corporation may indemnify its directors, officers, employees, and
agents and its former directors, officers, employees, and agents and those who serve, at the corporation’s request, in
such capacities with another enterprise, against expenses (including attorneys’ fees), as well as judgments, fines, and
settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action,
suit, or proceeding in which they or any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware Statute provides, however, that such person
must have acted in good faith and in a manner he or she reasonably believed to be in (or not opposed to) the best
interest of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to
believe his or her conduct was unlawful. In addition, the Delaware Statute does not permit indemnification in an
action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity
for expenses the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue, or matter has been successfully defended. The Delaware Statute provides that a corporation has the power to
purchase and maintain insurance on behalf of any person described above, whether or not the corporation would
have the power to indemnify such person against such liability under the provisions of the Delaware Statute.
