Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On February 20, 2013, pursuant to Royal Gold, Inc.'s bylaws, the Board of Directors of Royal Gold (the "Board") increased the size of the Board from seven directors to eight directors, and appointed Ronald J. Vance as a Class III Director to fill the vacancy on the Board, effective April 1, 2013. As a Class III Director, Mr. Vance shall serve until the 2014 Annual Meeting, or until his successor is elected and qualified. Mr. Vance will be compensated as a non-employee director of Royal Gold for his service as a director, including an annual retainer of $50,000.00, board meeting fees of $1,500.00 per meeting, and an annual grant of 2,175 restricted shares of Royal Gold common stock. The Board has not yet determined whether Mr. Vance will be appointed to any standing Board Committees.

Mr. Vance has over 30 years of experience in the mining industry as a senior executive, in areas of corporate development, marketing, project development, and finance. Since January 2006, Mr. Vance has served as Senior Vice President, Corporate Development of Teck Resources Limited. From March 2000 to December 2005, he was Managing Director/Senior Advisor of Rothschild Inc. and from October 1991 to February 2000 he was Managing Director of Rothschild Denver Inc. Mr. Vance served as Vice President Project Development from 1989 to 1991 and Vice President Marketing from 1983 to 1989 for Newmont Mining Corporation. From 1978 to 1983 he was Director, Copper Sales and Manager, Specialty Copper Sales for Amax Copper Inc.

A copy of the press release relating to Mr. Vance's appointment to the Board is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.