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 3, 2009
ROYAL GOLD, INC.
 
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
Delaware	 	001-13357	 	84-0835164	
 	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
 	 	 	
1660 Wynkoop Street, Suite 1000, Denver, CO	 	80202-1132	
 	
(Address of principal executive offices)	 	(Zip Code)	
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 3, 2009, Royal Gold, Inc. (the “Company”) entered into a definitive agreement (“Master Agreement”) with a Chilean subsidiary of Teck Cominco Limited (“Teck”), Compañía Minera Carmen de Andacollo (“CDA”), to acquire an interest in the gold produced from the sulfide portion of the Andacollo project in Chile (the “Andacollo Interest”). The purchase price for the Andacollo Interest consists of $100 million in cash and 4,454,136 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) subject to adjustment. The initial number of shares to be issued was determined by dividing $200 million by the volume weighted average price of the Common Stock on the NASDAQ Global Select Market for the five day trading period that ended four trading days prior to the public announcement of the purchase of the Andacollo Interest. Pursuant to the Master Agreement with CDA, the Common Stock portion of the purchase price may be decreased (but not increased), and the cash portion of the purchase price may be increased (but not decreased), based on the size and proceeds of an underwritten public offering of Common Stock by the Company within 90 days of the date of the Master Agreement with CDA and completed prior to closing. The Common Stock portion of the purchase price will be decreased by 50% of the shares sold in any such offering and the cash portion of the purchase price of $100 million will be increased by 50% of the gross proceeds from any such offering less 50% of any underwriters’ commissions and discounts. Any underwriters’ over-allotment option exercised before the closing of the transaction will similarly decrease the Common Stock portion and increase the cash portion. The Master Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
     The Master Agreement provides for the entry into two production interest agreements, a stockholders agreement and a registration rights agreement. The two production interest agreements include certain provisions that limit the concentrate marketing terms applicable to the Company such as a 90.6% minimum payable gold factor and a maximum gold refining charge against the production interest payment to Royal Gold of $6 per ounce of gold. The Master Agreement includes certain representations and warranties from the Company and CDA, customary covenants, closing conditions and indemnification provisions. Closing conditions include the accuracy of representations and warranties the inaccuracy of which would not constitute a “material adverse effect,” as defined, compliance with covenants, absence of litigation, and similar customary conditions, and a condition that CDA complete concentrate marketing for a specified percentage of its concentrate production from the Andacollo project. In addition, both CDA and the Company have conditions precedent that no material governmental approval necessary for the construction of the project shall have been withdrawn or challenged (or such action threatened), provided that CDA is precluded from exercising its condition in the event the Company waives certain potential rights to indemnification relating to such approvals. Thus the Company can either terminate the agreement or require CDA to close if a necessary governmental approval is withdrawn or challenged (or such action is threatened), at its election. Either party may terminate the definitive agreement if the closing conditions are not satisfied or waived by October 30, 2009. There can be no assurance that the Teck Transaction will close on time or at all.
     Upon completion of the transaction, the Company will be entitled to receive 75% of the payable gold produced from the sulfide portion of the deposit until 910,000 payable ounces of gold have been sold. After 910,000 payable ounces of gold have been sold, the Company will be entitled to receive 50% of the payable gold produced thereafter. The Andacollo Interest will not cover copper production.
     The Andacollo project, located about 34 miles southeast of the city of La Serena, Chile, produces copper from the oxide portion of the deposit, and Teck is currently constructing facilities to produce both copper and gold from the sulfide portion of the deposit. Teck estimates the sulfide portion to contain proven and probable mineral reserves of approximately 393.5 million tonnes with a grade of 0.39% copper and 0.13 g/t gold. This equates to 1.6 million contained ounces of gold. Proven and probable reserves were calculated using metal prices of $1.50 per pound copper and $480 per ounce gold. Gold will be produced as a by-product of copper production, with gold recovery estimated to be approximately 61%. Once the mine is in full production the operator expects the mill to have a capacity of 55,000 tonnes per day. The operator estimates that the mine will produce an average of 53,000 ounces of gold and 76,000 tonnes of copper in concentrate annually for the first 10 years of commercial production, with an estimated mine life of 20 years. The mine is estimated to begin initial production in the fourth quarter of calendar 2009, with ramp up continuing into 2010. Commercial production at the mine is anticipated to be achieved in the first half of calendar 2010.
     
     In connection with the transaction, the Company, CDA and Teck have entered into a stockholder agreement governing certain matters related to the shares of Common Stock.
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Pursuant to the stockholder agreement, until such time that CDA, Teck and their affiliates beneficially own less than 2% of the issued and outstanding Common Stock for 90 consecutive days, CDA, Teck and their affiliates will be subject to customary standstill restrictions, including restrictions covering the acquisition of additional shares of Common Stock or attempts at influencing matters related to the Company’s business. Moreover, CDA and Teck will be required to vote any shares of Common Stock held in the manner recommended by the Company’s board of directors. The stockholder agreement also prohibits CDA and Teck from selling shares of Common Stock and entering into certain hedging transactions during a contemporaneous lock-up period that is imposed upon the Company by the underwriters in any such underwritten public offering referenced above, subject to exceptions. During any period of time CDA, Teck and their affiliates beneficially own 5% or more of the issued and outstanding shares of Common Stock, they may only sell shares of the Common Stock (i) in open market trades on any trading day in an amount less than or equal to 15% of the average daily trading volume of shares of Common Stock, (ii) in block trades to mutual funds registered under the Investment Company Act of 1940, as amended, or to certain other purchasers, (iii) pursuant to one firm commitment underwritten public offering of at least $50 million of Common Stock completed within 90 days from the closing of the transaction (subject to any lock-up imposed by underwriters) or (iv) with the Company’s approval. The Stockholder Agreement is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
     The Master Agreement requires the Company and CDA to enter into a registration rights agreement governing certain matters related to the shares of Common Stock issuable to CDA upon the closing of the transaction. Pursuant to the registration rights agreement, the Company will file a supplement to the Company’s existing shelf registration statement to allow CDA to resell the shares of Common Stock issued to CDA following the transaction’s closing date, subject to certain customary exceptions, and if CDA, together with its affiliates, beneficially own more than 5% of our issued and outstanding common stock, the Company will cooperate with CDA in connection with one firm commitment underwritten offering of at least $50 million of Common Stock completed within 90 days of the closing of the transaction, subject to any lock-up imposed by underwriters in any underwritten public offering by the Company referenced above. The Company will maintain the effectiveness of such shelf registration statement for CDA’s resale of its shares of Common Stock for 90 days following the closing and if applicable, until the shares are saleable by CDA without limitation as to volume or manner of sale (but not holding period) pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. The registration rights agreement also includes customary indemnification by, and covenants of, both Royal Gold and CDA. The Company and CDA have not yet entered into the registration rights agreement.
Cautionary Statements
     The Master Agreement has been included to provide investors with information regarding its terms. Except for its status as the contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described above, the Master Agreement is not intended to be a source of factual, business or operational information about the parties.
     The Master Agreement contains representations and warranties that the Company and CDA made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Master Agreement, which governs the contractual rights and relationships, and allocate risks among the parties thereto in relation to the acquisition, and may be subject to important qualifications and limitations agreed to by the Company and CDA in connection with negotiating its terms. Moreover, the representations and
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warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
     Cautionary “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this Item 1.01 of Form 8-K 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 about the Andacollo Project include expectations of mine life, the operator’s estimate of reserves, the gold recovery rate and annual production for copper and gold, and the operator’s estimate of when initial and commercial production are scheduled to commence. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 7.01 Regulation FD Disclosure.
     On April 6, 2009, the Company issued a press release announcing its entry into a definitive agreement with CDA, a subsidiary of Teck, to acquire the Andacollo Interest. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
     In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this report shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

4.1	 	Stockholder Agreement by and among Royal Gold, Inc., Compañía Minera Carmen de Andacollo and Teck Cominco Limited dated as of April 3, 2009	
 10.1	 	Master Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo dated as of April 3, 2009	
 		
99.1	 	Press Release – Royal Gold to Acquire Interest in the Gold Production from Teck Cominco’s Anadacollo Mine in Chile, dated April 6, 2009	
 		
99.2	 	Form of Avío Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo	
 		
99.3	 	Form of Royalty Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo	
 		
99.4	 	Form of Registration Rights Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo	
 		
99.5	 	Principles of Agreement by and between Pancontinental Mining Limited and ACEC - Union Miniere dated July 3, 1991	
 		
99.6	 	Siguiri Gold Project, Guinea, WestAfrica, Option Agreement by and between N.V. Union Miniere S.A. and Golden Shamrock Mines Limited dated December 23, 1992	
 		
99.7	 	Pancon/UM Deed by and between Pancontinental Mining Limited and N.V. Union Miniere S.A. dated December 23, 1992	
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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.
 	 	 	 	 	
 	Royal Gold, Inc.
(Registrant)
 	 	
 	By:  	/s/ Karen Gross  	 	
 	 	Name:  	Karen Gross 	 	
 	 	Title:  	Vice President and Corporate Secretary 	 	
 	
Dated: April 6, 2009
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Exhibit Index
 	 	 	 	 	
Exhibit No.		
 	 	 	 	 	
 	4.1	 	 	Stockholder Agreement by and among Royal Gold, Inc., Compañía Minera Carmen de Andacollo and Teck Cominco Limited dated as of April 3, 2009	
 		
 	10.1	 	 	Master Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo dated as of April 3, 2009	
 	 	 	 	 	
 	99.1	 	 	Press Release – Royal Gold to Acquire Interest in the Gold Production from Teck Cominco’s Anadacollo Mine in Chile, dated April 6, 2009	
 		
 	99.2	 	 	Form of Avío Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo	
 		
 	99.3	 	 	Form of Royalty Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo	
 		
 	99.4	 	 	Form of Registration Rights Agreement by and between Royal Gold, Inc. and Compañía Minera Carmen de Andacollo	
 		
 	99.5	 	 	Principles of Agreement by and between Pancontinental Mining Limited and ACEC - Union Miniere dated July 3, 1991	
 		
 	99.6	 	 	Siguiri Gold Project, Guinea, WestAfrica, Option Agreement by and between N.V. Union Miniere S.A. and Golden Shamrock Mines Limited dated December 23, 1992	
 		
 	99.7	 	 	Pancon/UM Deed by and between Pancontinental Mining Limited and N.V. Union Miniere S.A. dated December 23, 1992	
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Exhibit 4.1
Execution Version
STOCKHOLDER AGREEMENT
      STOCKHOLDER AGREEMENT (this “ Agreement ”) dated as of April 3, 2009, is by and among Royal Gold, Inc., a corporation organized under the laws of the State of Delaware, United States of America (the “ Company ”), Compañía Minera Carmen de Andacollo, a contractual mining company organized under the laws of Chile (“ Stockholder ”) and Teck Cominco Limited, a company organized under the laws of British Columbia, Canada (“ Teck ”).
     WHEREAS:
A. Stockholder and Company, have entered into that certain Master Agreement, dated as of the date hereof (the “ Master Agreement ”), pursuant to which the Company has agreed to issue Stockholder shares of Common Stock of the Company.
B. In connection with the Master Agreement, Stockholder, Teck and the Company are entering into this Agreement in order, among other things, to govern the voting, transfer and certain other matters related to Stockholder’s and Teck’s acquisition and ownership of certain Company Voting Securities.
C. Teck Beneficially Owns 90% of the issued and outstanding shares of capital stock of Stockholder.
D. The Company, Stockholder and Teck agree that this Agreement shall commence and become effective as of the date hereof.
     NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:
1. Certain Defined Terms and Construction .
     (a) As used in this Agreement, the following capitalized terms shall have the following meanings:
          (i) “ Agreement ” means this Stockholder Agreement with all Exhibits and Schedules hereto.
          (ii) “ Affiliate ” means, with respect to any Person, any Person that directly, or indirectly though one or more intermediaries, controls, is controlled by or is under common control with such Person.
          (iii) “ Approvals ” means any authorizations, licenses, permits, consents, waiver, grant notices, approvals, ruling, order, certifications, exemptions, filings, variances, decrees, registrations, or other action, whether written or oral, of, by, from or on behalf of any Governmental Authority or any other third party, together with all easements, rights-of-way and other rights to access or use property.

 

          (iv) “ Average Daily Trading Volume ” means the average number of shares of Common Stock traded on the NASDAQ Global Select Market in one trading day, as reported by the NASDAQ Global Select Market, over a trailing three month period from the day immediately preceding the date of determination.
          (v) “ Beneficially Own ” or “ Beneficial Ownership ” (or terms of similar import) with respect to any securities mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act (as that term is defined below)), including, without limitation, pursuant to any agreement, arrangement or understanding, whether or not in writing. Securities Beneficially Owned by a Person shall include, without limitation, securities Beneficially Owned by all Affiliates and “associates” (as defined under the Exchange Act) of such Person and all other Persons with whom such Person would constitute a Group.
          (vi) “ Block Trade ” means a “block trade” (as such term is customarily understood in the securities industry) of a number of shares of Common Stock greater than 100,000 shares, whether underwritten or not.
          (vii) “ Board of Directors ” means the board of directors of the Company.
          (viii) “ Charter Documents ” means articles, articles of incorporation, certificate of incorporation, notice of articles, memorandum, constitutions, bylaws or any similar constating document of a corporation or other legal entity.
          (ix) “ Common Stock ” means the Company’s common stock having a par value of $0.01 per share.
          (x) “ Company ” has the meaning set forth in the introductory paragraph of this Agreement.
          (xi) “ Company Voting Securities ” means (A) the Common Stock; (B) any other securities of the Company entitled, or which may be entitled, to vote with respect to any matter or proposal submitted for the vote or approval or consent of shareholders of the Company, including for the election of directors; (C) options or rights to acquire any such securities; and (D) securities convertible into or exchangeable or exercisable for any such securities, in each case now or hereafter outstanding.
          (xii) “ Confidentiality Agreement ” has the meaning set forth in the Master Agreement.
          (xiii) “ Dispute ” means a dispute arising out of or connected with this Agreement or any legal relationship associated with or derived from this Agreement.
          (xiv) “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.
          (xv) “ Governmental Authority ” means (A) with respect to Stockholder, the government of Chile or of any state, provincial, territorial, divisional, county, regional, city or
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other political subdivision of Chile and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction; and (B) with respect to the Company or Teck, the government of any nation, state, provincial, territorial, divisional, county, regional, city or other political subdivision thereof and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction.
          (xvi) “ Group ” has the meaning set forth in Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder.
          (xvii) “ ICC ” has the meaning set forth in Section 7(f)(ii).
          (xviii) “ Indemnified Party ” has the meaning set forth in Section 5(e).
          (xix) “ Involuntary Transfer Event ” has the meaning set forth in Section 6(a).
          (xx) “ Involuntary Transferor ” has the meaning set forth in Section 6(a).
          (xxi) “ Lock-up Period ” means any period, if any (A) commencing on the date the Company, its directors and executive officers become subject to an underwriters’ lock-up in connection with the underwritten public offering of its securities consummated within 90 days of the date of this Agreement; and (B) ending the earlier of (1) the date that is 120 days after the date of this Agreement; (2) the date that is the last day of the lock-up period as the Company may agree to with the underwriter or underwriters of such underwritten public offering or (3) the date that the Company is fully released from such lock-up period described in the immediately preceding subparagraph (2).
          (xxii) “ Market Price ” means, as to any security as of any specified date, the 4:00 p.m. (New York City time) closing price on such date (or, if no closing price was reported on such date, as applicable, on the immediately preceding trading day) on the NASDAQ Global Select Market, principal stock exchange or interdealer quotation system on which the security is then listed or quoted, as reported by The Wall Street Journal (Northeast edition). If the security is not then listed on such an exchange or quoted on such a system, “Market Price” shall be the fair value of such security as of any specified date determined by a qualified independent third party to be selected jointly by the Company and the Restricted Party.
          (xxiii) “ Master Agreement ” has the meaning set forth in Recital A of this Agreement.
          (xxiv) “ Parties ” means Stockholder, Teck and the Company.
          (xxv) “ Permitted Assignee ” has the meaning set forth in Section 5(d).
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          (xxvi) “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity or organization.
          (xxvii) “ Registration Rights Agreement ” has the meaning set forth in the Master Agreement.
          (xxviii) “ Restricted Party ” means Stockholder or a Permitted Assignee in accordance with Section 5(d), as applicable.
          (xxix) “ Standstill Period ” means the period commencing on the date hereof and ending on the first date after the Closing Date (as defined in the Master Agreement) when Stockholder, each of the other Restricted Parties, Teck and their Affiliates Beneficially Own collectively less than 2% of the issued and outstanding shares of Common Stock for a period of 90 consecutive days.
          (xxx) “ Stockholder ” has the meaning set forth in the introductory paragraph of this Agreement.
          (xxxi) “ Teck ” has the meaning set forth in the introductory paragraph of this Agreement.
          (xxxii) “ Transfer ” means any direct or indirect, voluntary or involuntary, sale, assignment, transfer, conveyance, distribution, gift, pledge, hypothecation, other encumbrance or any other act whereby the rights of ownership of the Restricted Party are alienated or disposed of or in any way impaired or affected, whether by operation of law or otherwise (including, without limitation, by way of a direct or indirect Transfer of Common Stock of the Restricted Party). “ Transferred ” or “ Transferring ” shall have correlative meanings.
          (xxxiii) “ Transaction Documents ” means this Agreement, the Master Agreement, the Avío Agreement (as defined in the Master Agreement), the Royalty Agreement (as defined in the Master Agreement), and the Registration Rights Agreement.
     (b) In this Agreement:
          (i) unless the context otherwise clearly requires, (A) references to the plural include the singular, and references to the singular include the plural; (B) the words “ include ,” “ includes ,” and “ including ” do not limit the preceding terms or words and shall be deemed to be followed by the words “ without limitation ”; (C) the terms “ hereof ,” “ herein ,” “ hereunder ,” “ hereto ,” and similar terms refer to this entire Agreement and not to any particular provision of this Agreement; (D) “ or ” is used in the inclusive sense of “ and/or ”; (E) if a word or phrase is defined, then its other grammatical or derivative forms have a corresponding meaning; (F) unless otherwise specified, the terms “ day ” and “ days ” mean and refer to calendar day(s); (G) the terms “ business day ” and “ business days ” mean and refer to any day other than a Saturday, Sunday, federal statutory holiday in the United States of America, provincial statutory holiday in British Columbia or statutory holiday in Chile; and (H) if any action, including a payment hereunder, is
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required to be taken pursuant to this Agreement on or by a specified date that is not a business day, the action is valid if taken on or by the next business day.
          (ii) unless otherwise specified, all references to articles, sections, and exhibits are to the Articles, Sections, and Exhibits of this Agreement; and
          (iii) the headings of the Sections and Subsections of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
2. Representations and Warranties .
     (a) The Company, Stockholder and Teck on the date hereof hereby represent and warrant, and any Restricted Party who subsequently becomes a party to the Agreement as of the date thereof at that time will represent and warrant, with respect to itself to each other party that:
          (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
          (ii) it has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
          (iii) this Agreement has been duly authorized, executed and delivered by it and this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect;
          (iv) the execution, delivery and performance of this Agreement by each of the Company, Stockholder, a Restricted Party or Teck, does not and will not violate, conflict with, contravene, result in a violation or breach of or default under, or give rise to, create in any other Person a right or claim of termination, amendment, modification, acceleration or cancellation of, or result in the creation of any lien upon any of the properties or assets of the Company, Stockholder, the Restricted Party or Teck under (A) any provision of its Charter Documents or (B) any material agreement, contract, lease, license, instrument or other material arrangement to which it is a party or by which its properties or assets may be bound, except, in the case of this clause for violations, breaches and defaults that, individually and in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company’s, Stockholder’s, the Restricted Party’s or Teck’s right or ability to perform its obligations hereunder; and
          (v) it need not give any notice to, make any filing with, or obtain any Approval of any Person, which has not already been obtained, in order to execute, deliver and perform this Agreement or to consummate the transactions contemplated by this Agreement.
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     (b) Stockholder and Teck on the date hereof hereby represent and warrant, and any Restricted Party who subsequently becomes a party to the Agreement as of the date thereof will represent and warrant, with respect to itself to the Company that:
          (i) the Common Stock to be issued pursuant to the Master Agreement will, once issued, represent all of the Common Stock that Stockholder, Teck and their Affiliates Beneficially Own, or have the right to acquire or Beneficially Own, on the Closing Date (as defined in the Master Agreement) or on the date Restricted Party becomes a party to this Agreement; and
          (ii) except for this Agreement, neither it nor any of its Affiliates has any agreement, arrangement or understanding with any other Person or Group which is not an Affiliate with respect to acquiring, holding, voting or Transferring Common Stock.
3. Standstill and Related Provisions .
     (a) Subject to Section 3(b) of this Agreement, during the Standstill Period, Stockholder, each other Restricted Party and Teck each agrees that it will not, and will cause each of its other Affiliates, agents and representatives not to, directly or indirectly, by operation of law or otherwise, alone or in concert with others:
          (i) acquire, offer, propose or agree to acquire, or obtain an option or right to acquire, directly or indirectly, whether by purchase, tender offer, exchange offer, put or call option, hedging transaction, stock loan, through the acquisition of control of another Person or otherwise, any Company Voting Securities (except in connection with any stock split, stock dividend, recapitalization or similar transaction);
          (ii) make, or in any way participate, directly or indirectly, in any “solicitation” (as such term is used in the proxy rules of the Securities and Exchange Commission as in effect on the date hereof) of proxies or consents with respect to the Company Voting Securities (whether or not relating to the election or removal of directors), advise, seek to advise, encourage or influence any Person with respect to the voting of any Company Voting Securities, initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Securities and Exchange Commission as in effect on the date hereof) shareholders of the Company for the approval of shareholder proposals, whether made pursuant to Rule 14a-8 of the Exchange Act or otherwise, or induce or attempt to induce any other Person to initiate any such shareholder proposal or initiate any other action described in this Section 3(a)(ii);
          (iii) seek, propose or make any public statement with respect to any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, acquisition by third parties of any Company Voting Securities, dissolution, liquidation, reorganization, recapitalization or similar transaction involving the Company, any of its Affiliates or any of their businesses, except as contemplated by the Master Agreement and this Agreement;
          (iv) form, join or in any way participate in a Group with respect to Beneficial Ownership of any Company Voting Securities or otherwise involving a transaction
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described in Section 3(a)(iii) above , provided, however that nothing in this Section 3(a)(iv) shall preclude Stockholder, each other Restricted Party and Teck from forming a Group consisting solely of the Stockholder, Teck and their Affiliates as long as such Group does not otherwise violate any other provision of this Agreement;
          (v) deposit any Company Voting Securities in any voting trust, loan any Company Voting Securities or subject any Company Voting Securities to any agreement, arrangement or understanding with respect to the voting or Beneficial Ownership of any Company Voting Securities other than this Agreement or grant any proxy with respect to any such securities to any Person not designated by the Company (except as provided in Section 4 below);
          (vi) call or seek to have called any meeting of the shareholders of the Company or execute any written consent with respect to the Company or Company Voting Securities (except as provided in Section 4(c) below);
          (vii) otherwise act to influence or control or seek to influence or control the management, Board of Directors or policies of the Company, including, without limitation, the composition or structure of the Board of Directors, through the voting of any Company Voting Securities or otherwise;
          (viii) seek representation on the Board of Directors or seek the removal of any member of the Board of Directors;
          (ix) make or initiate any proposal or disclose publicly any intention to make any proposal (whether or not subject to any conditions) or enter into any discussion regarding any of the actions described in this Section 3;
          (x) take any action relating specifically to the Company (and without regard to any actions or public statements regarding Stockholder’s, Teck’s or any other Restricted Party’s business or operations or the mining or precious metals industries generally), which encourages, induces, persuades or forces another Person to make a public announcement relating to the Company or any of its Subsidiaries regarding the matters set forth in this subsection; or encourage, solicit, assist, institute, participate in, finance or support, or enter into any discussions, negotiations, understandings, agreements or arrangements with, any other Person with respect to any of the foregoing;
          (xi) make any proposal, statement or inquiry, or disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing, or make or disclose any request to amend, waive or terminate any provision of this Agreement; or
          (xii) have any discussions or communications with, or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or invest in or enter into any arrangement with, any other Person that engages, or offers or proposes to engage, in any of the foregoing.
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     (b) Nothing in Section 3(a) of this Agreement shall prevent Stockholder, each other Restricted Party or Teck from Transferring the Common Stock it Beneficially Owns in accordance with Section 5 of this Agreement.
4. Quorum and Voting . During the Standstill Period, provided Stockholder, each other Restricted Party, Teck or any of their Affiliates Beneficially Owns Company Voting Securities at the time of such shareholder meeting, vote or circulation of a written consent described below, each such Beneficial Owner shall:
     (a) be present in person or represented by proxy at all shareholder meetings of the Company so that all Company Voting Securities Beneficially Owned by Stockholder, each other Restricted Party, Teck and any of their Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings;
     (b) vote all Company Voting Securities Beneficially Owned by Stockholder, each other Restricted Party, Teck and any of their Affiliates in the manner recommended to the shareholders by the Company’s Board of Directors, including in favor of the Company’s nominees to the Board of Directors; and
     (c) execute any written consent in lieu of meeting with respect to all Company Voting Securities Beneficially Owned by Stockholder, each other Restricted Party, Teck and any of their Affiliates in the manner recommended by the Company’s Board of Directors.
5. Restrictions on Transfer .
     (a) Stockholder, and, if any of them Beneficially Own Common Stock, Teck, any Restricted Party and any Affiliate of Stockholder, shall enter into a lock-up agreement with the underwriter or underwriters of the Company’s underwritten public offering consummated within 90 days of the date of this Agreement, substantially in the same form that the Affiliates of the Company enter into with such underwriter or underwriters, which lock-up agreement shall have a lock-up period no greater than the Lock-up Period, provided, however that if any director, officer or Affiliate of the Company is released by the underwriter or underwriters of such public offering from his, her or its lock-up agreement and allowed to sell shares of Common Stock during the Lock-up Period, then the lock-up agreement shall permit Stockholder, Teck, any Restricted Party and any Affiliate of Stockholder to collectively sell an equal number of shares of Common Stock during the Lock-up Period.
     (b) None of Stockholder, any other Restricted Party, Teck or any of their Affiliates shall during the Lock-up Period:
          (i) Transfer any shares of Common Stock that Stockholder, such Restricted Party, Teck or such Affiliates Beneficially Own;
          (ii) enter into any transaction that would have the same effect as a Transfer of any shares of Common Stock that Stockholder, such Restricted Party, Teck or such Affiliates Beneficially Own; or
 - 8 - 

 

          (iii) enter into any swap, hedge, stock loan or other arrangement that Transfers, in whole or in part, any of the consequences of ownership of any shares of Common Stock that Stockholder, such Restricted Party, Teck or such Affiliates Beneficially Own, except in the cases of Transfers approved in advance by the Company and the lead underwriter in writing.
     (c) At any time when Stockholder together with any other Restricted Party, Teck and their Affiliates Beneficially Own, in the aggregate, 5% or more of the issued and outstanding shares of Common Stock (based on the number of shares of Common Stock issued and outstanding on the later of (i) the date shown on the cover of the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, plus the number of additional shares of Common Stock issued and disclosed in any of the Company’s reports pursuant to the Exchange Act filed since such date, filed prior to the contemplated Transfer or (ii) the Closing Date (as defined in the Master Agreement)), Stockholder, such Restricted Party, Teck and such Affiliates shall not (A) Transfer any shares of Common Stock that Stockholder, such Restricted Party, Teck or such Affiliates Beneficially Own, except a Transfer to a Permitted Assignee pursuant to the terms of Section 5(d), (B) enter into any transaction that would have the same effect as a Transfer of any shares of Common Stock that Stockholder, such Restricted Party, Teck or such Affiliates Beneficially Own, or (C) enter into any swap, hedge, stock loan or other arrangement that transfers, in whole or in part, any of the consequences of ownership of any shares of Common Stock that Stockholder, such Restricted Party, Teck or such Affiliates Beneficially Own, except as follows:
          (i) open market sales of shares of Common Stock, other than Block Trades, on the NASDAQ Global Select Market or the Toronto Stock Exchange by Stockholder, such Restricted Party, Teck or such Affiliates in an aggregate amount of shares in any trading day of less than or equal to 15% of the Average Daily Trading Volume, provided that such open market sale is not a Transfer into any exchange or tender offer for Common Stock conducted on such exchange;
          (ii) Transfers that constitute Block Trades, provided that to the knowledge of Stockholder, any Restricted Party, Teck and any of their Affiliates after commercially reasonably inquiry as to the identity of each prospective purchaser, the purchaser in any such Block Trade is: (x) a mutual fund that is a registered investment company under the United States Investment Company Act of 1940, as amended or (y) if the purchaser in any such Block Trade is not a mutual fund that is a registered investment company under the United States Investment Company Act of 1940, as amended, then if such purchaser, together with any Persons or Group to which the purchaser belongs, would collectively Beneficially Own less than 5% of the issued and outstanding shares of Common Stock immediately after giving effect to such Block Trade;
          (iii) sales to underwriters in a firm commitment underwriting pursuant to an enforceable underwriting agreement relating to the Common Stock and entered in accordance with the Registration Rights Agreement; provided that the underwriting agreement imposes on the underwriters substantially the same Transfer restrictions set forth in clauses (x) and (y) of Section 5(c)(ii); or
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          (iv) such other Transfer approved in advance by the Company in writing, not to be unreasonably withheld.
     (d) Notwithstanding the provisions of Section 5, all or any portion of the shares of Common Stock owned by Stockholder may be Transferred to an Affiliate of Stockholder (a “ Permitted Assignee ”), provided that Permitted Assignee executes and delivers to the Company, prior to or concurrently with such Transfer, a written instrument in form and substance reasonably satisfactory to the Company, signifying such Permitted Assignee’s agreement to be bound by all of the terms of this Agreement and any amendments hereto, and to the assumption of all of the terms and provisions of this Agreement and any amendments hereto. The Permitted Assignee shall be deemed to be a Restricted Party and shall be bound by all of the obligations of and restrictions upon a Restricted Party under this Agreement. In the case of a Transfer to a Permitted Assignee during the Lock-up Period, if at any time thereafter during the Lock-up Period the Permitted Assignee ceases or proposes to cease to be an Affiliate of Stockholder then such Permitted Assignee shall immediately, and effective prior to ceasing to be an Affiliate of Stockholder, Transfer all or any portion of the shares of Common Stock held by such Permitted Assignee back to Stockholder.
     (e)  Legend . During the term of this Agreement, all certificates representing Company Voting Securities Beneficially Owned by Stockholder, each other Restricted Party, Teck and any of their Affiliates shall bear a legend substantially as follows:
“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, EXCHANGED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS SPECIFIED IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF APRIL ___, 2009 BY AND AMONG ROYAL GOLD, INC., COMPAÑÍA MINERA CARMEN DE ANDACOLLO AND TECK COMINCO LIMITED.”
     Upon request by Stockholder, each other Restricted Party, Teck and any of their Affiliates in connection with a Transfer of Company Voting Securities as permitted under this Agreement (except in connection with a Transfer to a Permitted Assignee pursuant to Section 5(d)), the Company will act promptly and use best efforts to cause the removal of the aforementioned legend from all certificates representing such Company Voting Securities and deliver such certificates in settlement of a Transfer within industry standard settlement time periods and further agrees to indemnify and hold harmless Stockholder, each other Restricted Party, Teck and any of their Affiliates (each an “ Indemnified Party ”) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, claims, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against Indemnified Party arising out of a failure to cause the removal of the aforementioned legend from and deliver such certificates in settlement of a Transfer within industry standard settlement time periods, provided, however that if any Indemnified Party or its broker or agent fails to comply with the procedures to remove the restrictive legends from the certificates set forth on Schedule 1 , then the Company shall not have any indemnification obligations under this Section 5(e).
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6. Involuntary Transfers .
     (a) In the event that any of the following events (each, an “ Involuntary Transfer Event ”) shall occur with respect to any Restricted Party:
     (i) the adjudication of a Restricted Party as bankrupt, incompetent or insolvent by any court of competent jurisdiction,
     (ii) the filing by a Restricted Party of a voluntary petition in bankruptcy or an assignment for the benefit of creditors,
     (iii) a bona fide attempt to levy an execution, attachment, sequestration or other writ upon any of the shares of Common Stock owned by a Restricted Party which has not been enjoined or dismissed within 30 days,
     (iv) the foreclosure on any shares of Common Stock pledged to a bank or other financial institution, or
     (v) if a Restricted Party is a partnership, limited liability company, corporation or other entity, the dissolution thereof, except to the extent that the shares of Common Stock are distributed to a Permitted Assignee,
then, as applicable, the Restricted Party shall provide to the Company written notice (fully disclosing all material terms of the Involuntary Transfer Event) concurrently with, or as soon as practicable following, the occurrence of the Involuntary Transfer Event and the Company shall have the option, exercisable by delivery of an irrevocable written notice to that effect, to purchase all of the shares of Common Stock of the Restricted Party, as applicable, that are subject to the Involuntary Transfer Event (sometimes referred to herein as the “ Involuntary Transferor ”) for a period of 15 days following the date of the Company’s receipt of such written notice. The purchase price for the shares of Common Stock of the Involuntary Transferor shall be the Market Price of such shares of Common Stock for the ten trading day period immediately prior to receipt by the Company of any such notice of an Involuntary Transfer Event given in the manner provided in Section 7(b) and shall be payable in full at the closing.
     (b)  Assignment of Purchase Rights . The Company shall have the right to transfer all or any portion of its rights to purchase shares of Common Stock under Section 6(a) to any of its Affiliates without the consent of any Restricted Party.
     (c)  Closing . The closing of the purchase and sale of shares of Common Stock pursuant to Section 6(a) shall be on a date determined by the Company, shall be within 30 days following delivery by the Company of the irrevocable written notice contemplated by Section 6(a), and shall take place at the principal business office of the Company unless otherwise mutually agreed. At such closing, the selling Restricted Party shall tender to the purchaser(s), as the case may be, (A) certificates evidencing the number of shares of Common Stock to be purchased and sold pursuant to this Agreement, properly endorsed for transfer to the applicable purchaser with signature guaranteed if requested by any of the purchasers and (B) any other documents which are reasonably requested by the Company to evidence the authority of the
 - 11 - 

 

seller to make such sale and transfer good title to the shares of Common Stock. At such closing, the applicable purchaser(s) shall pay to the selling Restricted Party by wire transfer, cashier’s or certified check, the portion of the purchase price due at closing for the shares of Common Stock pursuant to the terms of Section 6(a).
7. Miscellaneous .
     (a)  Termination . This Agreement shall terminate without any action by the Parties, and no longer be of force and effect, upon the termination, if any, of the Master Agreement pursuant to Section 8 of the Master Agreement; provided , however , that this Section 7 (Miscellaneous) shall survive such termination of this Agreement and shall remain in full force and effect until two years from the date of execution of this Agreement.
     (b)  Notices . Unless otherwise provided in this Agreement, any notice or other correspondence required or permitted by this Agreement shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or when given by facsimile transmission, with all necessary delivery charges fully prepaid (or in the case of a facsimile, upon confirmation of receipt), and addressed to the Party to whom directed at the following address:
If to the Company:
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, CO 80202 USA
Attention: President and Chief Executive Officer
Facsimile: (303) 595-9385
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, CO 80202 USA
Attention: Paul Hilton, Esq.
Facsimile: (303) 899-7333
If to Stockholder:
Compañía Minera Carmen de Andacollo
c/o Teck Operaciones Mineras Chile Ltda.
Avenida Vitacura 2939, Piso 24
Las Condes, Santiago, Chile
Attention: Christian Arentsen
Facsimile: (56-2) 464 5794
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with a copy (which shall not constitute notice) to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, British Columbia, V7X 1T2 Canada
Attention: Fred R. Pletcher
Facsimile: (604) 687-1415
If to Teck:
Teck Cominco Limited
Suite 3300, 550 Burrard Street
Vancouver, British Columbia, V6C 0B3 Canada
Attention: Corporate Secretary
Facsimile: (604) 699-4729
with a copy (which shall not constitute notice) to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, British Columbia, V7X 1T2 Canada
Attention: Fred R. Pletcher
Facsimile: (604) 687-1415
Any Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section 7(b).
     (c)  Entire Agreement . This Agreement, together with the Confidentiality Agreement, and the other Transaction Documents are the complete expression of the entire agreement of the Parties, and no oral promise, statement or representation not contained herein shall be binding on the Parties unless reduced to writing and signed by the Parties.
     (d)  Succession; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other parties. Contemporaneously with any Person becoming a successor of Stockholder or Teck, the successor shall expressly assume, in writing, all of the obligations of a Restricted Party under this Agreement and shall execute and deliver to the Company a counterpart of this Agreement.
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     (e)  Governing Law . This Agreement is to be governed by and construed under the laws of the State of Delaware, without giving effect to those principles of conflicts of laws that might otherwise require application of the laws of any other jurisdiction.
     (f)  Dispute Resolution .
          (i) If for any reason any Dispute arising under this Agreement, either Party may deliver written notice to the other Party regarding such Dispute and the Dispute shall be determined by arbitration as provided in this Section 7(f). THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING FROM OR CONNECTED WITH THIS AGREEMENT.
          (ii) All Disputes shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”). The number of arbitrators shall be three. The place of Arbitration shall be Houston, Texas, USA. The language of the Arbitration shall be English. Judgment may be entered upon an award in any court of competent jurisdiction.
          (iii) The Party referring a Dispute to arbitration hereunder shall appoint an arbitrator in the arbitration petition and the respondent Party shall appoint an arbitrator in its response. If within 30 days after the date of the arbitration petition, the respondent has not appointed an arbitrator, such arbitrator shall be appointed by the ICC. Within 30 days of their appointment, the two arbitrators so appointed shall appoint a third arbitrator who shall preside over the arbitration panel. If the two arbitrators cannot agree on a third arbitrator within such 30 day period, the third arbitrator shall be appointed by the ICC.
          (iv) Notwithstanding the provisions of Section 7(f)(i), the arbitral tribunal shall have the power to grant interim measures of protection, but, without derogating from the commitment to arbitrate or the power of the arbitral tribunal to grant such measures, it shall not be inconsistent with this Agreement for a Party to apply to a court of competent jurisdiction for an interim measure of protection pending the commencement or completion of arbitration.
          (v) In any arbitration, or in any court proceeding authorized to be taken under this Agreement, the arbitral tribunal or the court, as the case may be, shall in addition to any other relief, be entitled to make an award or enter a judgment, as the case may be, for reasonable attorney’s fees and disbursements, including experts witness fees, and any other costs of the proceeding. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential or special damages be awarded.
          (vi) If contemporaneous Disputes arise under this Agreement, a single arbitration may be commenced in respect of the Disputes.
     (g)  Remedies . Stockholder and Teck acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms
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or were otherwise breached or violated. It is accordingly agreed that, in the event of an actual breach or violation of this Agreement by Stockholder, any other Restricted Party, Teck (or any of their Affiliates, agents or representatives), without limiting or waiving in any respect any rights or remedies of the Parties under this Agreement now or hereafter existing at law in equity or by statute, the Company shall be entitled to such specific performance of the obligations to be performed by Stockholder, any other Restricted Party, Teck, or any of their Affiliates in accordance with the provisions of this Agreement. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which the Company may have under this Agreement or otherwise. Notwithstanding anything in this Agreement to the contrary, the Company shall retain its right to apply to any court of competent jurisdiction located in Houston, Texas, USA, to seek any one or more of the equitable remedies as set forth in this Section 7(g). The Parties hereby irrevocably submit to the jurisdiction of any federal or state court located in Houston, Texas, USA over any Dispute.
     (h)  Amendments and Waiver . This Agreement may not be amended, modified or changed, nor shall any wavier of any provision hereof be effective, except by means of a written instrument that has been executed by the Party or Parties to be bound. No delay or omission on the part of any Party hereto in exercising any right hereunder shall operate as a waiver of such right or any other right under this Agreement. Any waiver by any Party of any condition, or of the breach or violation of any term, covenant, agreement, representation, warranty or condition contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any such condition, or of the breach of any other term, covenant, agreement, representation, warranty or condition contained in this Agreement.
     (i)  Severability . If any provision of this Agreement shall be held invalid under any applicable laws, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable.
     (j)  No Third Party Beneficiaries . Except as expressly provided herein, this Agreement and its provisions, terms and conditions are for the sole and exclusive benefit of the Parties and their successors and permitted assigns.
     (k)  Counterparts; Exchange by Facsimile or Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one single instrument. This Agreement may be delivered by facsimile or electronic delivery.
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      IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on their behalf as of the day and year first above written.
 	 	 	 	 	 	 	
 	 	ROYAL GOLD, INC.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Tony Jensen 	 	 	
 	 	Name:	 	Tony Jensen 	 	 	
 	 	Title:	 	President and CEO	 	 	
 	 	 	 	 	 	 	
 	 	COMPAÑÍA MINERA CARMEN DE ANDACOLLO	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Christian Arensten 	 	 	
 	 	Name:	 	Christian Arensten 	 	 	
 	 	Title:	 	Director 	 	 	
 	 	 	 	 	 	 	
 	 	TECK COMINCO LIMITED	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Peter C. Rozee	 	 	
 	 	Name:	 	Peter C. Rozee 	 	 	
 	 	Title:	 	Senior Vice President, Commercial Affairs 	 	 	

 

SCHEDULE 1
Procedures for Removal of Restrictive Legends from Shares
(A) No later than at the day of any Transfer of any Shares, Stockholder, Restricted Party, Teck or its Affiliate (each, a “Transferor”) must provide written notice to the Company of the following details of the Transfer:

 	(1)	 	the number of Shares involved in the Transfer;	
 		
 	(2)	 	reference whether the Transfer is pursuant to a registration statement, sale by holder after ceasing to be an affiliate, transfer by affiliate under Rule 144, or otherwise; and	
at any time when Stockholder together with any other Restricted Party, Teck and their Affiliates Beneficially Own, in the aggregate, 5% or more of the issued and outstanding shares of Common Stock:

 	(3)	 	the name of the proposed purchaser, if known; and	
 		
 	(4)	 	identification of Transfer as block trade, market transaction or otherwise.	
(B) On the business day following the date of Transfer of any Shares pursuant to a registration statement filed under Securities Act of 1933, Transferor shall deliver the following to the Company’s transfer agent (with copies of the same to the Company):

 	(1)	 	original stock certificate evidencing the Shares; and	
 		
 	(2)	 	a representation letter regarding compliance with the prospectus delivery requirements and the plan of distribution set forth in the prospectus or prospectus supplement.	
For greater certainty, Section (B)(2) shall not apply to any sale by Transferor (other than pursuant to an underwritten offering) when Transferor is not an affiliate and assuming the sale is pursuant to Section (C).
(C) On the business day following the date of Transfer of any Shares by holder when it is not an affiliate, Transferor shall deliver the following to the Company’s transfer agent (with copies of the same to the Company):

 	(1)	 	original stock certificate evidencing the Shares; and	
 		
 	(2)	 	opinion of counsel that the holder is not an affiliate of the Company, which shall only be required for the first Transfer after Transferor is no longer an affiliate.	
(D) On the business day following the date of Transfer of any Shares that is exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 144 promulgated thereunder, Transferor shall deliver the following to the Company’s transfer agent (with copies of the same to the Company):

 	(1)	 	the original stock certificate evidencing the Shares;	
 		
 	(2)	 	an opinion letter of counsel, in customary form that the Transfer is in compliance with Rule 144;	
 		
 	(3)	 	a copy of Form 144 filed or to be filed with the Securities and Exchange Commission;	
 		
 	(4)	 	an executed seller’s representation letter addressed to the Company and its transfer agent in customary form; and	
 		
 	(5)	 	an executed broker’s representation letter addressed to the Company and its transfer agent in customary form.	
 17 

 

(E) On the business day following the date of Transfer to a related party of Transferor, an original stock certificate evidencing the Shares and a stock power showing transfer of Shares (with copies of the same to the Company).
The procedures set forth in the Schedule 1 are subject to change based on changes to the securities laws of the United States of America, and the Company shall provide Stockholder with prompt written notice following any such change in such procedures.
 18 

Exhibit 10.1
Execution Version
MASTER AGREEMENT
     THIS MASTER AGREEMENT dated the 3 rd day of April, 2009, between Compañía Minera Carmen de Andacollo, a contractual mining company organized under the laws of Chile (“ Operator ”) and Royal Gold, Inc., a corporation organized under the laws of the State of Delaware, Unites States of America (“ Royal Gold ”).
     WHEREAS:
A. Operator owns and operates a mining project located near the town of Andacollo, Chile, known as “Carmen de Andacollo” and as part of such project is developing the hypogene copper-gold project (the “ Project ”) on the Mining Properties.
B. In consideration of payment of the Purchase Price, Operator has agreed to sell, transfer and assign to Royal Gold a Royalty related to the gold produced from the Project, subject to the terms and conditions set forth herein and in the Royalty Agreement.
C. Operator and Royal Gold desire to enter an agreement in the form of an Avío in accordance with Paragraph 3 of Title XI of the Chilean Mining Code, by means of which Royal Gold shall contribute to Operator the Contribution Amount, subject to the terms and conditions set forth herein and in the Avío Agreement.
D. Operator and Royal Gold have entered into the Stockholder Agreement and desire to enter into a Registration Rights Agreement in connection with the issuance of shares of Royal Gold Common Stock to Operator in exchange for the Royalty and the Avío, subject to the terms and conditions set forth herein.
E. Operator and Royal Gold acknowledge that both the Avío Agreement and the Royalty Agreement are aleatory agreements ( contratos aleatorios ), and thus payments thereunder are contingent on the proceeds obtained from the exploitation of the Subject Properties as provided in this Agreement.
F. Royal Gold acknowledges that copper is the main mineral exploited from the Subject Properties.
     NOW, THEREFORE, in consideration of the respective covenants, agreements, representations, warranties and indemnities contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:

 

1. Certain Defined Terms and Construction .
     (a) As used in this Agreement, the following capitalized terms shall have the following meanings:

 	(i)	 	“ Adjusted Shaded Area ” has the meaning set forth in Section 5(c)(vii).	
 		
 	(ii)	 	“ Amendment Date ” means the date Exhibit B is amended in accordance with Sections 5(c)(x).	
 		
 	(iii)	 	“ Affiliate ” means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.	
 		
 	(iv)	 	“ Agent ” means the Persons to be appointed pursuant to the Avío Agreement and the Royalty Agreement, each acting on behalf of either Royal Gold or Operator.	
 		
 	(v)	 	“ Agreement ” means this Master Agreement with all Exhibits and Schedules hereto.	
 		
 	(vi)	 	“ Ancillary Property Rights ” mean any land and water rights owned, controlled, leased, mined or operated by or on behalf of Operator or any Affiliate of Operator on or after the date of this Agreement that are not included in the Mining Properties or the Subject Properties, but which are required for the development and operation of the Project.	
 		
 	(vii)	 	“ Approvals ” mean any authorizations, licenses, permits, consents, waivers, grant notices, approvals, rulings, orders, certifications, exemptions, filings, variances, decrees, registrations, or other action, whether written or oral, of, by, from or on behalf of any Governmental Authority or any other third party, together with all easements, rights-of-way and other rights to access or use property.	
 		
 	(viii)	 	“ Avío ” means a contrato aleatorio regulated in the Chilean Mining Code and defined in article 206 therein as a contract by means of which a person commits to give or to do something for the benefit of the exploitation of an exploitation mining concession ( pertenencia ), to be paid only with the products obtained therefrom or with an ownership quota of such mining concession, and for purposes of this Agreement is created pursuant to the terms of the Avío Agreement.	
 		
 	(ix)	 	“ Avío Agreement ” means the agreement to be entered into at Closing between Royal Gold and Operator in accordance with Paragraph 3, Title XI of the Chilean Mining Code, in substantially the form attached hereto as Exhibit A , subject to the translation of such agreement from the English language to the Spanish language as contemplated by Section 5(c)(iii).	
 -2- 

 

 	(x)	 	“ Capital Reorganization ” has the meaning set forth in Section 2(f).	
 		
 	(xi)	 	“ Cash Portion ” has the meaning set forth in Section 2(b).	
 		
 	(xii)	 	“ Charter Documents ” mean articles, articles of incorporation, certificate of incorporation, notice of articles, memorandum, constitutions, bylaws or any similar constating document of a corporation or other legal entity.	
 		
 	(xiii)	 	“ Circular Boundary ” means the circular boundary illustrated in bold black on the map in Part II of Exhibit B and described by the Universal Transverse Mercator coordinates in Part III of Exhibit B .	
 		
 	(xiv)	 	“ Closing ” has the meaning set forth in Section 2(i).	
 		
 	(xv)	 	“ Closing Date ” has the meaning set forth in Section 2(i).	
 		
 	(xvi)	 	“ Closing Time ” has the meaning set forth in Section 2(i).	
 		
 	(xvii)	 	“ Condiciones Suspensivas ” mean the conditions precedent for effectiveness ( condiciones suspensivas ) set forth in Schedule C of the Avío Agreement or Royalty Agreement.	
 		
 	(xviii)	 	“ Confidentiality Agreement ” means the confidentiality agreement between Teck Cominco Limited and Royal Gold dated October 28, 2008.	
 		
 	(xix)	 	“ Contribution Amount ” has the meaning set forth in Section 2(b).	
 		
 	(xx)	 	“ Convertible Securities ” has the meaning set forth in Section 2(d)(i).	
 		
 	(xxi)	 	“ Current Market Price ” means the weighted average trading price of the Royal Gold Common Stock on the NASDAQ Global Select Market, during the ten consecutive Trading Days ending on a date which is the fifth Trading Day before such date; provided that the weighted average trading price shall be determined by dividing that aggregate sale price of all Royal Gold Common Stock sold on the said exchange, as the case may be, during the said ten consecutive Trading Days by the total number of Royal Gold Common Stock so sold; and provided further that, if the Royal Gold Common Stock are not listed and posted for trading on any stock exchange in Canada or the United States or traded in the over-the-counter market, the Current Market Price shall be determined by the good faith judgment of the board of directors of Royal Gold.	
 		
 	(xxii)	 	“ Dayton ” means Compañía Minera Dayton.	
 		
 	(xxiii)	 	“ Dayton Agreement ” means an Agreement of Intent ( Acuerdo de Intención ) between Dayton and Operator dated May 30, 2008, as amended from time to time, and any document, instrument, deed, or agreement delivered pursuant thereto.	
 -3- 

 

 	(xxiv)	 	“ Dayton Concessions ” means Rosario 113 to 115, Rosario 120 to 123 and Rosario 127 to 129; Nanita 16 to 23 and Nanita 28 to 32, and Nanita 1 to 11 and Nanita 13 to 15, Nanita 47 to 50 and Nanita 56 and Nanita 57; Rosario 54 to 58, Rosario 60 and Rosario 89; Sylvia; Mercedes 4, Mercedes 5 and Mercedes 6; Claudia 1 and Claudia 2; Rosario 142 to 143, Rosario 149 and Rosario 150; Barbara Tercera; and Rio Elqui Uno 1 to 4.	
 		
 	(xxv)	 	“ Deed of Cancellation ” means the Chilean public deed or deeds to be entered into by the Agent and Operator or Royal Gold, as applicable, declaring that the Royalty Agreement and the Avío Agreement have terminated because the Condiciones Suspensivas have failed.	
 		
 	(xxvi)	 	“ Disclosure Documents ” mean:	

 	(A)	 	Annual Report of Royal Gold on Form 10-K/A filed on November 6, 2008;	
 		
 	(B)	 	Quarterly Report of Royal Gold on Form 10-Q for the quarter ended December 31, 2008, filed February 6, 2009;	
 		
 	(C)	 	Current Reports of Royal Gold on Form 8-K filed on August 5, 2008, September 2, 2008, September 17, 2008, September 19, 2008, September 25, 2008, October 7, 2008, October 31, 2008, November 4, 2008, November 6, 2008, November 7, 2008, January 5, 2009 and February 24, 2009;	
 		
 	(D)	 	the description of the Preferred Stock Purchase Rights contained in the registration statement of Royal Gold on Form 8-A under the Exchange Act filed on September 12, 1997, as amended by the registration statement of Royal Gold on Form 8-A/A filed September 10, 2007, together with any amendment or report filed with the SEC for the purpose of updating such description;	
 		
 	(E)	 	the full text of the MJDS Canadian prospectus of Royal Gold dated and filed January 20, 2009 and attaching the full text of the United States prospectus of Royal Gold dated December 19, 2008 and the United States registration statement dated December 19, 2008; and	
 		
 	(F)	 	all documents filed by Royal Gold pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the MJDS prospectus of Royal Gold dated and filed January 20, 2009 and before the Closing Time.	

 	(xxvii)	 	“ Dispute ” means a dispute arising out of or connected with this Agreement or any legal relationship associated with or derived from this Agreement.	
 -4- 

 

 	(xxviii)	 	“ Dividing Line ” means the northern Universal Transverse Mercator coordinate of 6,651,000 N.	
 		
 	(xxix)	 	“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.	
 		
 	(xxx)	 	“ Environmental Laws ” mean Governmental Requirements relating to pollution or protection of the environment, including, without limitation, Governmental Requirements relating to emissions, discharges, releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes which are applicable to the Subject Properties, the Project , the other assets owned, controlled or managed by Operator which are used on or in connection with the Subject Properties, the Ancillary Property Rights or the Project or to the activities of Operator on or in connection with the Subject Properties, the Ancillary Property Rights or the Project.	
 		
 	(xxxi)	 	“ Force Majeure ” has the meaning set forth in Section 9(i).	
 		
 	(xxxii)	 	“ Governmental Authority ” means (A) with respect to Operator, the government of Chile or of any state, provincial, territorial, divisional, county, regional, city or other political subdivision of Chile and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction, including over the Project, the Ancillary Property Rights or the Subject Properties; and (B) with respect to Royal Gold, the government of any nation, state, provincial, territorial, divisional, county, regional, city or other political subdivision thereof and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction.	
 		
 	(xxxiii)	 	“ Governmental Requirement ” means any law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, approval or other direction or requirement of any Governmental Authority.	
 		
 	(xxxiv)	 	“ ICC ” has the meaning set forth in Section 9(b)(ii).	
 -5- 

 

 	(xxxv)	 	“ Initial Cash Portion ” has the meaning set forth in Section 2(b).	
 		
 	(xxxvi)	 	“ Initial Share Portion ” has the meaning set forth in Section 2(b).	
 		
 	(xxxvii)	 	“ Intermediary Period ” has the meaning set forth in Section 2(d).	
 		
 	(xxxviii)	 	“ Irrevocable Mandate ” means the Irrevocable Mandate to be executed pursuant to the Avío Agreement or Royalty Agreement.	
 		
 	(xxxix)	 	“ Knowledge ” means: (A) in respect of Operator, the knowledge of Tim Watson, Andrew Stonkus, Pierro Venturini, Javier Esuti Muñoz, Claudio Canut de Bon Lagos, Marcelo Bustos Collao, Victor Velasquez Valenzuela, Marcelo Godoy Muñoz, Hernando Pavez Garcia, Fernando Gonzalez Briones or Claudio Bustos Alarcon, after reasonable inquiry, in their respective capacities as employees, officers and/or directors of Operator or its Affiliates, as the case may be, and not in their respective personal capacities; and (B) in respect of Royal Gold, the knowledge of Tony Jensen or William H. Heissenbuttel, after reasonable inquiry, in their respective capacities as employees of Royal Gold or its Affiliate, as the case may be, and not in their respective personal capacities. For greater certainty, where the phrase “ to the Knowledge ” qualifies a particular representation or warranty in the Agreement, such representation or warranty shall not be breached as a result of any fact or state of affairs that is not within the Knowledge of such Party.	
 		
 	(xl)	 	“ Lien ” means, as to any property or asset owned or held by a Person, any mortgage, deed of trust, lien, pledge, charge, security interest, preferential right, assignment, option, production payment or royalty (which for greater certainty excludes any Metal Sales Contract), Avío or other encumbrance in, on or to, or any interest or title of any vendor, lessor, purchaser or other secured party to, or interest or title of any Person under any conditional sale or other title retention agreement or capital lease with respect to, such property or asset, the signing of any mortgage, deed of trust, pledge, charge, security agreement, assignment or similar instrument with respect to such property or asset, or the signing or filing of a financing statement with respect to such property or asset which names such Person as debtor, or the signing of any security agreement authorizing any other party as the secured party thereunder to file any financing statement with respect to such property or asset.	
 		
 	(xli)	 	“ Losses ” has the meaning set forth in Section 9(f)(i).	
 		
 	(xlii)	 	“ Material Adverse Effect ” means with respect to Operator, any change, effect, event, or occurrence that, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the Project, or the business, properties, assets, liabilities	
 -6- 

 

 	 	 	(contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, each either considered as a whole or collectively in their entirety, as the case may be, other than any change, effect, event or occurrence in or relating to:	

 	(A)	 	changes in general political, economic or financial conditions, whether domestic or international in either case, including changes or disruptions in securities, currency exchange, real property, labour or commodities markets (including without limitation gold or copper prices), except to the extent that such changes adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(B)	 	acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest, except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(C)	 	changes in applicable law or changes in generally accepted accounting principles, except to the extent that such changes in applicable law or changes in generally accepted accounting principles affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(D)	 	changes due to disruption of power, labour, utilities, water, supply and transportation systems, except to the extent that such changes affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 -7- 

 

 	(E)	 	the announcement or pendency of the transactions contemplated by this Agreement or other communication by Royal Gold, Operator or any of their Affiliates of its plans or intentions with respect to the Project or any elements of the Project, specifically; or	
 		
 	(F)	 	the consummation of the transactions contemplated by this Agreement or any actions by Royal Gold, Operator or their Affiliates taken pursuant to or in light of this Agreement.	
With respect to Royal Gold, any change, effect, event, or occurrence that, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), each either considered as a whole or collectively in their entirety, as the case may be, other than any change, effect, event or occurrence in or relating to:

 	(A)	 	changes in general political, economic or financial conditions, whether domestic or international in either case, including changes or disruptions in securities, currency exchange, real property, labour or commodities markets (including without limitation gold prices), except to the extent that such changes adversely affect the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other companies of a similar size operating in the industry in which Royal Gold and its Subsidiaries operate;	
 		
 	(B)	 	acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest, except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other companies of a similar size operating in the industry in which Royal Gold and its Subsidiaries operate;	
 		
 	(C)	 	changes in applicable law or changes in generally accepted accounting principles, except to the extent that such changes in applicable law or changes in generally accepted accounting principles affect the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise),	
 -8- 

 

 	 	 	capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other companies of a similar size operating in the industry in which Royal Gold and its Subsidiaries operate;	

 	(D)	 	the announcement or pendency of the transactions contemplated by this Agreement or other communication by Royal Gold, Operator or any of their Affiliates of its plans or intentions with respect to the Project or any elements of the Project, specifically;	
 		
 	(E)	 	the consummation of the transactions contemplated by this Agreement or any actions by Royal Gold, Operator or their Affiliates taken pursuant to or in light of this Agreement; or	
 		
 	(F)	 	any change in the market price or trading volume of any of the securities of Royal Gold.	

 	(xliii)	 	“ Material Agreements ” mean (A) with respect to Operator, all Metal Sales Contracts, and all other material contracts, agreements, leases, instruments and other material binding commitments and undertakings of Operator necessary for the development and operation of the Project, and (B) with respect to Royal Gold, all material contracts, agreements, leases, instruments and other material binding commitments and undertakings of Royal Gold.	
 		
 	(xliv)	 	“ Metal Sales Contract ” means any contract between Operator and any smelter, refiner or other processor or purchaser for the sale, refining or other beneficiation of Subject Minerals in any form, including concentrates, that have been produced from the Subject Properties.	
 		
 	(xlv)	 	“ Mining Properties ” has the meaning set forth in Part I of Exhibit B as such list of exploration and exploitation mining concessions is amended in accordance with the provisions set forth in Section 5(c)(x) other than any Dayton Concession or any Overlapping Dayton Concession transferred to Dayton in accordance with this Agreement and not thereafter re-acquired.	
 		
 	(xlvi)	 	“ Net Offering Proceeds ” mean (A) the aggregate offering proceeds received by Royal Gold in a Qualified Offering, including any offering proceeds from the exercise of the underwriters’ over allotment option to the extent the closing of such over allotment option occurs prior to the Closing Date minus (B) any underwriting discounts and commissions (but without reduction for any Registration Expenses (as defined in the Registration Rights Agreement) which shall be for the account of Royal Gold).	
 -9- 

 

 	(xlvii)	 	“ North Area ” has the meaning set forth in Section 5(c)(vii).	
 		
 	(xlviii)	 	“ Offered Royal Gold Common Stock ” has the meaning set forth in Section 2(e).	
 		
 	(xlix)	 	“ Operator ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(l)	 	“ Overlapping Dayton Concession ” has the meaning set forth in Section 5(c)(ix).	
 		
 	(li)	 	“ Outside Date ” has the meaning set forth in Section 8(b).	
 		
 	(lii)	 	“ Parties ” mean Operator and Royal Gold.	
 		
 	(liii)	 	“ Person ” means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other legal entity, or a Governmental Authority.	
 		
 	(liv)	 	“ Pre-Closing ” has the meaning set forth in Section 5(p)(i).	
 		
 	(lv)	 	“ Pre-Closing Date ” has the meaning set forth in Section 5(p)(i).	
 		
 	(lvi)	 	“ Project ” has the meaning set forth in Recital A to this Agreement.	
 		
 	(lvii)	 	“ Project Studies ” has the meaning set forth in Section 3(g).	
 		
 	(lviii)	 	“ Purchase Price ” has the meaning set forth in Section 2(b).	
 		
 	(lix)	 	“ Qualifying Offering ” means a public offering pursuant to an effective registration statement (other than (A) a registration statement relating to any employee benefit plan, (B) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statement related to the issuance or resale of securities issued in such a transaction or (C) registering stock issued upon conversion of debt securities) under the Securities Act covering the offer and sale of Royal Gold Common Stock for the account of Royal Gold within 90 days of the date of this Agreement.	
 		
 	(lx)	 	“ Registration Rights Agreement ” has the meaning set forth in Section 7(a)(iv).	
 		
 	(lxi)	 	“ Registration Statement ” has the meaning set forth in Section 5(e).	
 		
 	(lxii)	 	“ Representative ” has the meaning set forth in Section 5(a).	
 		
 	(lxiii)	 	“ Rights Offering ” has the meaning set forth in Section 2(e).	
 -10- 

 

 	(lxiv)	 	“ Royal Gold ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(lxv)	 	“ Royal Gold Common Stock ” means shares of Royal Gold’s common stock having a par value of $0.01 per share.	
 		
 	(lxvi)	 	“ Royalty ” means an interest in the Subject Minerals when produced from the Subject Properties and created pursuant to the terms of the Royalty Agreement.	
 		
 	(lxvii)	 	“ Royalty Agreement ” means the agreement to be entered into at Closing between Royal Gold and Operator, substantially in the form attached hereto as Exhibit C , subject to the translation of such agreement from the English language to the Spanish language as contemplated by Section 5(c)(iii).	
 		
 	(lxviii)	 	“ SEC ” means the United States Securities and Exchange Commission.	
 		
 	(lxix)	 	“ Securities Act ” means the United States Securities Act of 1933, as amended.	
 		
 	(lxx)	 	“ Shaded Area ” means the area shaded in blue on the map in Part II of Exhibit B .	
 		
 	(lxxi)	 	“ Shaded Area Boundary ” means the perimeter of the Shaded Area which is north of the Dividing Line as of the date of this Agreement.	
 		
 	(lxxii)	 	“ Share Portion ” has the meaning set forth in Section 2(b).	
 		
 	(lxxiii)	 	“ Share Reorganization ” has the meaning set forth in Section 2(d).	
 		
 	(lxxiv)	 	“ Stockholder Agreement ” means the Stockholder Agreement executed by Operator, Royal Gold and Teck Cominco Limited dated of even date herewith and attached hereto as Exhibit D .	
 		
 	(lxxv)	 	“ South Area ” has the meaning set forth in Section 5(c)(vi).	
 		
 	(lxxvi)	 	“ Subject Minerals ” mean all gold in whatever form, including in concentrates, produced from the Subject Properties.	
 		
 	(lxxvii)	 	“ Subject Properties ” mean:	

 	(A)	 	the Mining Properties; and	
 		
 	(B)	 	any other exploration or exploitation mining concessions that are acquired or constituted by Operator or any Affiliate of Operator	

 	 	 	that:	
 -11- 

 

 	(X)	 	from the date of this Agreement until the day prior to the Amendment Date, are or may be in the future located within the Shaded Area described in Part II of Exhibit B ; or	
 		
 	(Y)	 	on or after the Amendment Date, are or may be in the future located within the Universal Transverse Mercator coordinates of the Adjusted Shaded Area following the amendment of Part III of Exhibit B completed in accordance with Sections 5(c)(x),	

 	 	 	and for greater certainty will from time to time be part of the Mining Properties and the Subject Properties and therefore are or will from time to time be subject to this Agreement, and for further certainty exclude any exploration or exploitation mining concessions located entirely outside the Shaded Area for the period described in paragraph (X) above or located outside the Universal Transverse Mercator coordinates of the Adjusted Shaded Area following the amendment of Part III of Exhibit B completed in accordance with Sections 5(c)(x); provided however the Subject Properties will not include any Dayton Concession or any Overlapping Dayton Concession transferred to Dayton in accordance with this Agreement and not thereafter re-acquired	
 		
 	(lxxviii)	 	“ Subsidiary ” means any corporation, association or other business entity more than 50% of each class of equity or voting securities of which is owned, directly or indirectly, by any Person.	
 		
 	(lxxix)	 	“ Taxes ” mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by or on behalf of any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.	
 		
 	(lxxx)	 	“ Total Consideration ” has the meaning set forth in Section 2(b).	
 		
 	(lxxxi)	 	“ Trading Days ” mean days on which shares of Royal Gold Common Stock are traded on the NASDAQ Global Select Market.	
 		
 	(lxxxii)	 	“ Transaction Documents ” mean this Agreement, the Avío Agreement, the Royalty Agreement, the Stockholder Agreement and the Registration Rights Agreement.	
 		
 	(lxxxiii)	 	“ Transaction Expenses ” has the meaning set forth in Section 9(g).	
 		
 	(lxxxiv)	 	“ Transactions ” has the meaning set forth in Section 2(a).	
 		
 	(lxxxv)	 	“ U.S. GAAP ” means United States generally accepted accounting principles.	
 -12- 

 

     (b) In this Agreement:

 	(i)	 	unless the context otherwise clearly requires, (A) references to the plural include the singular, and references to the singular include the plural; (B) the words “ include ,” “ includes ,” and “ including ” do not limit the preceding terms or words and shall be deemed to be followed by the words “ without limitation ”; (C) the terms “ hereof ,” “ herein ,” “ hereunder ,” “ hereto ,” and similar terms refer to this entire Agreement and not to any particular provision of this Agreement; (D) “ or ” is used in the inclusive sense of “ and/or ”; (E) if a word or phrase is defined, then its other grammatical or derivative forms have a corresponding meaning; (F) unless otherwise specified, the terms “ day ” and “ days ” mean and refer to calendar day(s); (G) the terms “ business day ” and “ business days ” mean and refer to any day other than a Saturday, Sunday, or federal statutory holiday in the United States of America, provincial statutory holiday in British Columbia or statutory holiday in Chile; and (H) if any action, including a payment hereunder, is required to be taken pursuant to this Agreement on or by a specified date that is not a business day, the action is valid if taken on or by the next business day.	
 		
 	(ii)	 	unless otherwise specified, all references to articles, sections, and exhibits are to the Articles, Sections, and Exhibits of this Agreement;	
 		
 	(iii)	 	the headings of the Sections and Subsections of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement;	
 		
 	(iv)	 	except where otherwise expressly provided, all monetary amounts are stated and shall be paid in the currency of United States of America;	
 		
 	(v)	 	for purposes of Sections 3(b), 3(c), 3(e), 3(j), and 5(m) the terms “ material ” or “ materially ” shall mean any change, effect, event, or occurrence that, either individually or in the aggregate, would, or would reasonably be expected to, (A) result in damages to, or expenditures by, Operator that exceed $5,000,000 or (B) prevent, significantly hinder or significantly delay the construction, development or operation of the Project;	
 		
 	(vi)	 	for purposes of Sections 3(l), 6(a)(vii), 6(b)(ix), and 9(f)(i)(E), the terms “ material ” or “ materially ” shall mean any change, effect, event, or occurrence that, either individually or in the aggregate, would, or would reasonably be expected to, prevent, significantly hinder or significantly delay the construction, development or operation of the Project; and	
 		
 	(vii)	 	for purposes of Sections 4(b), 4(c), 4(e), 4(h) and 4(j), the terms “ material ” or “ materially ” shall mean any change, effect, event, or occurrence that, either individually or in the aggregate, would, or would	
 -13- 

 

 	 	 	reasonably be expected to, result in damages to, or expenditures by, Royal Gold that exceed $5,000,000.	
     (c) This Agreement shall be construed according to its fair meaning, taken as a whole, as if the Parties had prepared it jointly, not as if prepared by one of the Parties.
2. The Transactions; Closings .
     (a) Effective as of and from the Closing Date (i) Operator shall grant, sell, assign, transfer and convey to Royal Gold, and Royal Gold shall purchase from Operator, the Royalty free and clear of any Lien (other than any Lien created by the Royalty Agreement and the Avío Agreement); and (ii) Operator and Royal Gold shall enter into the Avío, in each case in accordance with and subject to the terms and conditions set forth in this Agreement (the “ Transactions ”).
     (b) The purchase price for the Royalty shall be $205,000,000 (as may be adjusted in this Section 2, the “ Purchase Price ”). The contribution amount for the Avío shall be $95,000,000 (as may be adjusted in this Section 2, the “ Contribution Amount ”). The Purchase Price and the Contribution Amount are collectively referred to herein as the “ Total Consideration .” Royal Gold shall pay to Operator (i) $100,000,000 of the Total Consideration in cash or other immediately available funds (the “ Initial Cash Portion ”), and (ii) $200,000,000 of the Total Consideration by causing the issuance and delivery to Operator of a number of shares of Royal Gold Common Stock as determined by dividing (x) $200,000,000 by (y) the volume weighted average per share price of Royal Gold Common Stock on the NASDAQ Global Select Market for the five Trading Day period that ends four full Trading Days prior to the date of Royal Gold’s initial public announcement of the Transaction (the “ Initial Share Portion ”), provided, however if Royal Gold consummates a Qualifying Offering, then:
     (A) the Initial Cash Portion will be increased by an amount of cash or immediately available funds equal to Net Offering Proceeds received by Royal Gold from the sale of the lesser of (I) 50% of the number of shares of Royal Gold Common Stock sold by Royal Gold in such Qualifying Offering (including any shares sold pursuant to the exercise of the underwriters’ over allotment option to the extent the closing of such over allotment option occurs prior to the Closing Date) or (II) the Initial Share Portion, and
     (B) the Initial Share Portion shall be reduced by 50% of the number of shares of Royal Gold Common Stock sold by Royal Gold in such Qualifying Offering (including any shares sold pursuant to the exercise of the underwriters’ over allotment option to the extent the closing of such over allotment option occurs prior to the Closing Date).
     The amount of cash or immediately available funds payable by Royal Gold under this Section 2(b) at the Closing is referred to as the “ Cash Portion ” for purposes of this Agreement, and the number of shares of Royal Gold Common Stock issuable by Royal Gold and delivered to Operator at the Closing under this Section 2(b), as may be adjusted pursuant to Sections 2(d) through (i), is referred to as the “ Share Portion ” for purposes of this Agreement.
 -14- 

 

     (c) The Cash Portion will initially be allocated to the Contribution Amount for the Avío, until the Cash Portion exceeds the Contribution Amount in which case such excess Cash Portion shall be allocated to the Purchase Price for the Royalty. The Share Portion will be allocated to the Purchase Price for the Royalty.
     (d) The number of shares to be issued and delivered to Operator at Closing that constitutes the Share Portion shall be adjusted proportionately as necessary if, during the period beginning when the number of shares of Royal Gold Common Stock that constitutes the Share Portion is calculated and ending on the Closing Date (the “ Intermediary Period ”), Royal Gold:

 	(i)	 	fixes the record date for the issue, or issues to, all or substantially all of the holders of Royal Gold Common Stock by way of a stock dividend or otherwise shares of Royal Gold Common Stock or other securities of Royal Gold or any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Royal Gold Common Stock (the “ Convertible Securities ”), other than (A) the issue from time to time of Royal Gold Common Stock or Convertible Securities by way of stock dividend to holders who elect to receive Royal Gold Common Stock or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (B) as dividends paid in the ordinary course; or	
 		
 	(ii)	 	subdivides or redivides the issued and outstanding shares of Royal Gold Common Stock into a greater number of shares of Royal Gold Common Stock; or	
 		
 	(iii)	 	combines, consolidates or reduces the issued and outstanding shares of Royal Gold Common Stock into a smaller number of shares of Royal Gold Common Stock	
(any of those events being herein called a “ Share Reorganization ”),
effective immediately after the record date at which the holders of Royal Gold Common Stock are determined for the purposes of the Share Reorganization or the effective date of the Share Reorganization if no record date is fixed, to a number that is the product of (1) the Share Portion in effect on the record date, or the effective date if no record date is fixed, and (2) a fraction:

 	(A)	 	the numerator of which shall be the number of Royal Gold Common Stock outstanding after giving effect to the Share Reorganization; and	
 		
 	(B)	 	the denominator of which shall be the number of Royal Gold Common Stock outstanding on the record date, or effective date if no record date is fixed, before giving effect to the Share Reorganization.	
     For the purposes of determining the number of Royal Gold Common Stock outstanding at any particular time for the purpose of this Section 2(d) there shall be included that number of
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Royal Gold Common Stock which would have resulted from the conversion at that time of all outstanding Convertible Securities.
     (e) If during the Intermediary Period Royal Gold fixes a record date for the issuance of rights, options or warrants to all or substantially all the holders of Royal Gold Common Stock pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Royal Gold Common Stock or Convertible Securities within a period of not more than 45 days from such record date at a price per share, or at a conversion price per share, of less than 95% of the Current Market Price on such record date (any such issuance being herein called a “ Rights Offering ” and Royal Gold Common Stock that may be acquired on exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being herein called the “ Offered Royal Gold Common Stock ”), the Share Portion shall be adjusted effective immediately after the applicable record date to a Share Portion that is the product of (1) the Share Portion in effect on the record date and (2) a fraction:

 	(i)	 	the numerator of which shall be the sum of (A) the number of Royal Gold Common Stock outstanding on the record date plus (B) the number of Offered Royal Gold Common Stock offered pursuant to the Rights Offering or the maximum number of Offered Royal Gold Common Stock into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and	
 		
 	(ii)	 	the denominator of which shall be the sum of:	

 	(A)	 	the number of Royal Gold Common Stock outstanding on the record date; and	
 		
 	(B)	 	the number arrived at when (I) either the product of (a) the number of Offered Royal Gold Common Stock so offered and (b) the price at which such Offered Royal Gold Common Stock are offered, or the product of (c) the conversion price of the Offered Royal Gold Common Stock so offered and (d) the maximum number of Offered Royal Gold Common Stock for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of Royal Gold Common Stock on the record date for the Rights Offering.	
If by the terms of the rights, options, or warrants referred to in this Section 2(e), there is more than one purchase, conversion or exchange price per Offered Royal Gold Common Stock, the aggregate price of the total number of additional Offered Royal Gold Common Stock offered for subscription or purchase, or the aggregate conversion or exchange price of the Convertible Securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Offered Royal Gold Common Stock, as the case may be. Any Offered Royal Gold Common Stock owned by or held for the account of Royal Gold or a Subsidiary of Royal Gold shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or
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warrants are not exercised prior to the expiration thereof, the Share Portion shall be readjusted to the Share Portion in effect immediately prior to the record date, and the Share Portion shall be further adjusted based upon the number of Offered Royal Gold Common Stock (or Convertible Securities that are convertible into Offered Royal Gold Common Stock) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.
     (f) If during the Intermediary Period there is a reorganization of Royal Gold not otherwise provided for in Sections 2(d) and 2(e) or a consolidation, merger, arrangement, amalgamation or acquisition of Royal Gold by, with or into another body corporate including a transaction whereby all or substantially all of Royal Gold’s assets become the property of any other Person through sale, lease, exchange or otherwise (any such event being herein called a “ Capital Reorganization ”), Operator, shall be entitled to receive and shall accept, in lieu of the Share Portion to which it was theretofore entitled upon Closing, the aggregate amount of cash and/or the aggregate number of Royal Gold Common Stock or other securities or property of Royal Gold, or the continuing, successor or purchasing Person, as the case may be, under the Capital Reorganization that Operator would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, Operator had been the holder of the number of Royal Gold Common Stock to which immediately before the transaction it was entitled. No Capital Reorganization shall be carried into effect unless all necessary steps have been taken so that Operator shall thereafter be entitled to receive the requisite amount of cash and/or the number of Royal Gold Common Stock or other securities or property of Royal Gold or of the continuing, successor or purchasing Person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 2.
     (g) If during the Intermediary Period Royal Gold reclassifies or otherwise changes the issued and outstanding shares of Royal Gold Common Stock, the Share Portion shall be adjusted effective immediately upon the reclassification becoming effective so that if Operator thereafter shall be entitled to receive such Share Portion as it would have received had the Share Portion been issued immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may reasonably be possible, as those contained in this Sections 2(d) through (f).
     (h) The adjustments and readjustments provided for in Sections 2(d) through 2(g) are cumulative and, apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the Share Portion.
     (i) Subject to terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Urenda, Rencoret, Orrego y Dorr, Abogados, Av. Costanera Andrés Bello 2711, Piso 16 Las Condes — Santiago, Chile, at 10:00 a.m. local time (the “ Closing Time ”) on the later of the date (the “ Closing Date ”):

 	(i)	 	to be designated by Royal Gold, which date shall be no later than the fifth business day after Royal Gold and its Chilean counsel have received, to their reasonable satisfaction:	
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 	(A)	 	for each of the Subject Properties, the following certificates from the relevant Mining Register: (X) mortgages and encumbrances, (Y) interdictions and prohibitions, and (Z) ownership; and	
 		
 	(B)	 	authorized copies of the registrations made evidencing the Avío Agreement and grant of prohibition contemplated therein and the mortgages and grant of prohibition under the Royalty Agreement;	

 	(ii)	 	that is mutually agreed to in writing by the Parties; and	
 		
 	(iii)	 	that is ten business days after the date designated by Royal Gold pursuant to Section 2(i)(i) or mutually agreed by the Parties pursuant to Section 2(i)(ii), as the case may be; provided that the Operator has delivered written notice to Royal Gold pursuant to Section 6(a)(vii)(A), and Royal Gold has delivered written notice to Operator of its intention to postpone the Closing Date by ten business days,	
provided, however that each of the other conditions set forth in Section 6 and Section 7 (other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) shall have been satisfied or waived as of the designated or agreed date.
3. Representations and Warranties of Operator . Operator hereby represents and warrants to Royal Gold, and acknowledges that Royal Gold is relying on such representations and warranties in entering this Agreement, that:
     (a)  Organization and Qualification; Subsidiaries . Operator is a contractual mining company duly incorporated, validly existing and in good standing under the laws of Chile and has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. Operator is otherwise duly qualified to do business as a foreign corporation or other entity in each jurisdiction where the nature of its business or properties requires such qualification. Operator does not have any Subsidiaries.
     (b)  Authorization; No Conflict . The execution, delivery and performance by Operator of this Agreement and of the other Transaction Documents to which it is a party have been duly authorized by all necessary shareholder and corporate action on the part of Operator and do not and will not (i) contravene Operator’s Charter Documents; (ii) materially violate any provision of any Governmental Requirement, order, judgment, injunction, decree, determination or award presently in effect; (iii) result in a material breach of or constitute a material default under or require the consent of any Person pursuant to any indenture or loan, credit agreement, debenture or any other agreement, lease or instrument to which Operator is a party or by which it or its properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned by Operator (other than the Liens created under the Royalty Agreement and the Avío Agreement), and (v) to the Knowledge of Operator, Operator is not in material default under any such Governmental Requirement,
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judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
     (c)  Governmental and Other Approvals . No Approval of any Governmental Authority or other third party is required for the due execution and delivery of, and the due performance of all obligations of, Operator under this Agreement or any other Transaction Document to which it is a party, except for Approvals as have been obtained or for which application has been made, for notices or filings necessary to be made by Operator with the Central Bank of Chile in connection with the acquisition of the Share Portion by Operator, and registration of the mortgages referred to in Section 6(o) of the Royalty Agreement. Except as set out in Schedule 3(c), all Approvals which are necessary to carry out the activities contemplated by Operator with respect to the Project in the Project Studies have been obtained by Operator and are in full force and effect in accordance with their terms, free of material defaults (except those Approvals that are not necessary or obtainable prior to the Closing Date or which have been applied for but not yet received), and except as set out in Schedule 3(c), Operator has not received any notice alleging a material breach or default under any of the Approvals received to date or challenging or questioning the validity of such Approvals. With respect to Approvals applied for but not yet received or to be applied for, Operator knows of no reason why such Approvals should not be timely received as and when required.
     (d)  Binding Obligations . This Agreement is, and the other Transaction Documents to which Operator is a party when delivered hereunder will be, the legal, valid and binding obligations of Operator, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect.
     (e)  Litigation . Except as set forth in Schedule 3(e) , there is no claim, action, lawsuit, proceeding, arbitration, mediation or investigation pending, or to the Knowledge of Operator threatened, against or involving Operator, the Project or any portion of the Ancillary Property Rights or the Subject Properties, which alleges the material violation of any Governmental Requirement, or which questions the validity of this Agreement or any of the other Transaction Documents, or any action taken or to be taken pursuant to this Agreement, or any of the Transaction Documents, or which questions or challenges the nature or extent of the rights of Operator to the Subject Properties, the Ancillary Property Rights or the Project, or which involves any Material Agreement, or which could reasonably be expected to result, either in any case or in the aggregate, in a Material Adverse Effect on Operator.
     (f)  No Material Adverse Change . Since December 31, 2008, neither the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operation or results of operations of Operator, have been affected by any change, effect, event or occurrence (whether or not insured against) which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on Operator.
     (g)  Data and Information . Operator has heretofore made available to Royal Gold all feasibility studies and all geological, reserve, engineering, metallurgical and financial data and evaluations of the Project, the Ancillary Property Rights and the Subject Properties prepared by
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or for the benefit of Operator or otherwise in the possession and control of Operator which would reasonably be expected to be material to Royal Gold (the “ Project Studies ”). The Project Studies have been prepared in good faith based on reasonable assumptions, and Operator is not aware to its Knowledge of any fact or state of affairs related thereto, or any defect or deficiency therein, which would cause it to be unable to complete the Project consistent with the most current capital cost estimates and construction schedule in the Project Studies. Since the date of the most recent capital cost estimates and construction schedule in the Project Studies, to the Knowledge of Operator, there has been no material change in the assumptions underlying such estimates, or the basis therefor.
     (h)  Title; Liens .

 	(i)	 	Except as set out in Schedule 3(h) , Operator has good and marketable title to its owned real property, easements, and concessions, and has valid rights in and to its leased property and other property interests, necessary or desirable for the construction and operation of the Project in each case free and clear of Liens (except for statutory Liens such as patentes), royalties, production payments and other rights and interests of third parties.	
 		
 	(ii)	 	Except as set out in Schedule 3(h) , Operator owns all water rights necessary or desirable for the conduct of the operations at the Project.	
 		
 	(iii)	 	Except as set out in Schedule 3(h) , Operator owns all surface, exploration and exploitation concessions, mineral, leasehold, access and other interests in real property, or has valid and outstanding Approvals granted by the registered owners, necessary or desirable for the construction and operation of the Project.	
     (i)  Capital Structure . Teck Cominco Limited, a corporation organized under the laws of British Columbia, Canada, owns indirectly through one or more of its wholly-owned Subsidiaries, 90% of the issued and outstanding shares of capital stock of Operator. Empresa Nacional de Mineria, a Chilean State-owned company organized under the laws of Chile, owns 10% of the issued and outstanding shares of capital stock of Operator. All such issued and outstanding shares of capital stock are duly and validly issued and are fully paid and non-assessable.
     (j)  Material Agreements; Absence of Default; Other Agreements . The Material Agreements of Operator made available to Royal Gold include all material contracts, agreements, leases, instruments and other binding commitments of Operator which are necessary for the development and operation of the Project other than the Metal Sales Contracts and any contract, agreement, lease, instrument or other binding commitment where an alternative, replacement or substitution is readily available on comparable terms as an existing contract, agreement, lease, instrument or other binding commitment. Except as set out in Schedule 3(j) , all Material Agreements of Operator are in full force and effect in accordance with their terms. Operator is not in material default under any of its Material Agreements, it has not received any notice of an asserted default thereunder from any other Person, and Operator has no Knowledge
 -20- 

 

of a material breach by any counterparty thereto or the inability of any counterparty thereto to perform its obligations thereunder. Operator is not a party to any contract, agreement, lease, instrument or other binding commitment (other than its Material Agreements) or subject to any charter or other corporate restriction which could reasonably be expected, upon a default thereunder or otherwise, to result in a Material Adverse Effect on Operator or to materially impair the ability of Operator to carry out its obligations under this Agreement or any of the other Transaction Documents.
     (k)  Taxes . Operator has filed all Tax returns and reports required by Law to have been filed by it and has paid all Taxes and no claim for the same exists except as permitted hereunder, except any such Taxes, charges or amounts which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Canadian generally accepted accounting principles have been set aside on the books of Operator.
     (l)  Compliance with Laws .

 	(i)	 	Except as set out in Schedule 3(l) , the Subject Properties and the Ancillary Property Rights have been, and continue to be, owned, operated, leased or utilized by Operator in material compliance with all applicable Governmental Requirements, including Environmental Laws and Approvals.	
 		
 	(ii)	 	Except as set out in Schedule 3(l) , with respect to the Subject Properties, the Ancillary Property Rights and the Project, there have been no past, and there are no pending or threatened, material claims, complaints, notices or requests for information or notices of investigation received by Operator with respect to any violation or alleged violation of any Governmental Requirements, including Environmental Laws and Approvals, nor does Operator have Knowledge or reason to believe that any such notice or action will be received or is being threatened.	
 		
 	(iii)	 	Except as set out in Schedule 3(1) , no judicial or investigatory proceeding by a Governmental Authority under any Governmental Requirements, including Environmental Laws and Approvals, is pending or, to the Knowledge of Operator, is threatened, against Operator, the Ancillary Property Rights or the Subject Properties. Except as set out in Schedule 3(l) , there are no material consent decrees or other clean-up orders, mitigation orders, compliance orders, remediation orders, decrees, consent orders, administrative orders or other orders or requirements outstanding or arising under any Environmental Laws with respect to Operator, the Ancillary Property Rights, the Subject Properties or the Project.	
     (m)  Financial Statements. The consolidated historical financial statements of Operator for the period ended December 31, 2008 present fairly in all material respects the consolidated financial condition, results of operations and cash flows and the changes in financial position of Operator as of the date and for the periods indicated, comply as to form with
 -21- 

 

the applicable Governmental Requirements and have been prepared in conformity with Canadian generally accepted accounting principles applied on a basis consistent with prior periods (except as noted therein and unaudited financial statements do not contain all footnotes required by Canadian generally accepted accounting principles). Since December 31, 2008, Operator has not effected any change in its accounting methods, principles or practice and has carried on its business in the ordinary and usual course.
     (n)  Information . Operator has received a copy of the Prospectus of Royal Gold dated July 6, 2004, that is part of the Registration Statement filed by Royal Gold with the Securities and Exchange Commission on July 7, 2004, and Operator has had the opportunity to review the Prospectus and all of the documents incorporated by reference into such Prospectus. No representations or warranties have been made to Operator by Royal Gold or any of its officers, employees or other agents other than as set forth in this Agreement.
     4.  Representations and Warranties of Royal Gold . Royal Gold hereby represents and warrants to Operator, and acknowledges that Operator is relying on such representations and warranties in entering this Agreement, that:
     (a)  Organization and Qualification . Royal Gold is a corporation duly incorporated, validly existing and in good standing under the General Corporation Law of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. Royal Gold is duly qualified to do business as a foreign corporation or other entity in each jurisdiction where the nature of its business or properties requires such qualification.
     (b)  Authorization; No Conflict . The execution, delivery and performance by Royal Gold of this Agreement and of the other Transaction Documents to which it is a party have been duly authorized by all necessary shareholder and corporate action on the part of Royal Gold and do not and will not (i) contravene Royal Gold’s Charter Documents; (ii) materially violate any provision of any Governmental Requirement, order, writ, judgment, injunction, decree, determination or award presently in effect; (iii) result in a material breach of or constitute a material default under or require the consent of any Person pursuant to any indenture or loan, credit agreement, debenture or any other agreement, lease or instrument to which Royal Gold is a party or by which it or its properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned by Royal Gold, and to the Knowledge of Royal Gold, Royal Gold is not in material default under any such Governmental Requirement, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
     (c)  Governmental and Other Approvals . Except as set forth in Schedule 4(c) , no Approval of any Governmental Authority or other third party is required for the due execution and delivery of, and the due performance of all obligations of, Royal Gold under this Agreement or any other Transaction Document to which it is a party, except for Approvals as have been obtained or for which application has been made.
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     (d)  Binding Obligations . This Agreement is, and the other Transaction Documents to which Royal Gold is a party when delivered hereunder will be, the legal, valid and binding obligations of Royal Gold, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect.
     (e)  Litigation . Except as set forth in Schedule 4(e) , there is no claim, action, lawsuit, proceeding, arbitration, mediation or investigation pending or to the Knowledge of Royal Gold threatened against or involving Royal Gold which alleges the material violation of any Governmental Requirement, or which questions the validity of this Agreement or any of the other Transaction Documents, or any action taken or to be taken pursuant to this Agreement, or any of the Transaction Documents or which involves any Material Agreement, or which could reasonably be expected to result, either in any case or in the aggregate, in a Material Adverse Effect on Royal Gold.
     (f)  No Material Adverse Change . Since December 31, 2008, neither the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operation or results of operations of Royal Gold, have been affected by any change, effect, event or occurrence (whether or not insured against) which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on Royal Gold.
     (g)  Validity of Issuance of Royal Gold Common Stock . The shares of Royal Gold Common Stock that constitute the Share Portion to be issued and delivered pursuant to this Agreement, will, when issued, be duly authorized, validly issued, fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws. The authorized capital stock of Royal Gold consists of 100,000,000 shares of Royal Gold Common Stock, of which 34,218,396 shares of Royal Gold Common Stock were issued and outstanding as of March 16, 2009, all of which are duly authorized, validly issued, fully paid and non-assessable. As of March 16, 2009, there were (i) 710,440 shares of Royal Gold Common Stock subject to issuance upon the exercise of outstanding options, warrants, and other rights to issue, sell or acquire shares of Royal Gold Common Stock or upon the settlement of outstanding performance shares or stock appreciate rights and (ii) up to an additional 46,245 shares of Royal Gold Common Stock subject to issuance pursuant to a contingent stock arrangement. Except as described in the preceding sentence, pursuant to Royal Gold’s shareholder rights plan or as otherwise described in the Disclosure Documents, as of March 16, 2009, there are no other options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations of Royal Gold to issue, sell or acquire any securities of Royal Gold (including any pre-emptive or similar rights granted by Royal Gold) or securities or obligations of any kind convertible into or exchangeable for any securities of Royal Gold or any other person, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the share price, book value, income or any other attribute of Royal Gold. Upon their issue, the Share Portion will not be subject to any pre-emptive right or other similar contractual right except as provided in the Transaction Documents.
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     (h)  Material Agreements; Absence of Default; Other Agreements . The Material Agreements of Royal Gold are in full force and effect in accordance with their terms. Royal Gold is not in material default under any of its Material Agreements, it has not received any notice of an asserted default thereunder from any other Person, and except as set forth on Schedule 4(h) Royal Gold has no Knowledge of a material breach by any counterparty thereto or the inability of any counterparty thereto to perform its obligations thereunder. Royal Gold is not a party to any contract, agreement, lease, instrument or other binding commitment (other than the Material Agreements) or subject to any charter or other corporate restriction which could reasonably be expected, upon a default thereunder or otherwise, to result in a Material Adverse Effect or to materially impair the ability of Royal Gold to carry out its obligations under this Agreement or any of the other Transaction Documents.
     (i)  Taxes . Royal Gold has filed all Tax returns and reports required by Law to have been filed by it and has paid all Taxes and no claim for the same exists except as permitted hereunder, except any such Taxes, charges or amounts which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with U.S. GAAP have been set aside on the books of Royal Gold.
     (j)  Compliance with Laws .

 	(i)	 	The properties, assets and business of Royal Gold and its Subsidiaries have been, and continue to be, owned, operated, leased or utilized by Royal Gold in material compliance with all applicable Governmental Requirements, including Environmental Laws and Approvals.	
 		
 	(ii)	 	There have been no past, and there are no pending or threatened, material claims, complaints, notices or requests for information or notices of investigation received by Royal Gold and its Subsidiaries with respect to any violation or alleged violation of any Governmental Requirements, including Environmental Laws and Approvals.	
 		
 	(iii)	 	No judicial or investigatory proceeding by a Governmental Authority under any Governmental Requirements, including Environmental Laws and Approvals, is pending or, to the Knowledge of Royal Gold, is threatened, against Royal Gold or its properties, assets or business. Except as set forth on Schedule 4(j)(iii) , there are no material consent decrees or other clean-up orders, mitigation orders, compliance orders, remediation orders, decrees, consent orders, administrative orders or other orders or requirements outstanding or arising under any Environmental Laws with respect to Royal Gold, its properties, assets and business.	
     (k)  Financial Statements . The consolidated historical financial statements of Royal Gold and its Subsidiaries included or incorporated by reference in the Disclosure Documents present fairly in all material respects the consolidated financial condition, results of operations and cash flows and the changes in financial position of Royal Gold and its Subsidiaries as of the date and for the periods indicated, comply as to form with the applicable Governmental Requirements and have been prepared in conformity with U.S. GAAP applied on a basis
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consistent with prior periods (except as noted therein and the interim and unaudited financial statements are subject to normal year-end audit adjustments and do not contain all footnotes required by U.S. GAAP). Since June 30, 2008, Royal Gold and its Subsidiaries have not effected any change in accounting methods, principles or practices not fully disclosed in the Disclosure Documents and have carried on their respective businesses in the ordinary and usual course.
     (l)  Disclosure Documents . The Disclosure Documents do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Disclosure Documents comply in all material respects with the Governmental Requirements.
     (m)  Credit Facilities . As of the date of this Agreement, Royal Gold is entitled to drawdown and knows of no reason in the future why it would not be entitled to drawdown all advances under Royal Gold’s committed credit facilities existing as of the date of this Agreement that Royal Gold may need to drawdown upon in order to pay the Initial Cash Portion and consummate the Transactions contemplated by this Agreement.
     (n)  Listing . The Royal Gold Common Stock is listed for trading on the NASDAQ Global Select Market and the Toronto Stock Exchange.
5. Covenants of the Parties .
     (a)  Access to Information . Prior to the Closing Date, to the extent permitted by this Section 5(a) and any applicable Governmental Requirements, Royal Gold shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants) (collectively, the “ Representatives ”) to make and continue such investigation of the properties, businesses and operations of Operator (including the Project, the Ancillary Property Rights and the Subject Properties) and such examination of the books and records of Operator as Royal Gold reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Governmental Requirement. Operator shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Operator to cooperate with Royal Gold and its Representatives in connection with such investigation and examination, and Royal Gold and its Representatives shall cooperate with Operator and their representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. No investigation pursuant to this Section 5(a) shall affect any representation or warranty in this Agreement of any Party or any condition to the obligations of the Parties.
     (b)  Exclusivity . Prior to the Closing Date, Operator shall not, other than pursuant to Metal Sales Contracts in respect of concentrates including Subject Minerals, (i) sell, assign, lease, license, transfer or otherwise dispose of, or agree to sell, assign, lease, license, transfer or otherwise dispose of, any interest in the production of Subject Minerals from the Project or the Subject Properties (including entering into an Avío) or any other direct or indirect transfer of an interest in the Project, the Ancillary Property Rights, the Subject Properties or Operator’s other assets that would be inconsistent with, or would reasonably be expected to impede or delay the
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consummation of the Transactions, (ii) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any sale, assignment, lease, license, transfer or other disposition of any interest in the production of Subject Minerals from the Project or the Subject Properties (including entering into an Avío) or any other direct or indirect transfer of an interest in the Project, Subject Properties or Operator’s other assets that would be inconsistent with, or would reasonably be expected to impede or delay the consummation of the Transactions, or (iii) enter into discussions or negotiate with any Person in furtherance of such inquiries or otherwise with respect to any sale, assignment, lease, license, transfer or other disposition of any interest in the production of Subject Minerals from the Project or the Subject Properties (including entering into an Avío) or any other direct or indirect acquisition of an interest in the Project, the Ancillary Property Rights, the Subject Properties or Operator’s assets that would be inconsistent with, or would reasonably be expected to impede or delay the consummation of the Transactions. For the avoidance of doubt, the Parties expressly acknowledge that notwithstanding the provisions of this Section 5(b), Operator will be entitled to negotiate and enter into the Metal Sales Contracts and to provide information of Operator and the Project required in connection therewith.
     (c)  Appropriate Action; Consents; Filings .

 	(i)	 	Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things required under applicable Governmental Requirements or otherwise to consummate and make effective the Transactions contemplated by this Agreement as promptly as practicable, including (A) executing and delivering any additional instruments necessary, proper or advisable to consummate the Transactions contemplated by, and to carry out fully the purposes of, this Agreement, (B) obtaining from any Governmental Authorities any Approvals required to be obtained or made by Royal Gold or Operator in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions contemplated by this Agreement and (C) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement under any applicable Governmental Requirement; provided , however that Royal Gold or Operator shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing Party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. Royal Gold or Operator shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to any applicable Governmental Requirement in connection with the Transactions contemplated by this Agreement.	
 		
 	(ii)	 	Except as the Parties may otherwise agree, Operator and Royal Gold shall give any notices required to be given by any of them, as applicable, to any third parties, and use their commercially reasonable efforts to obtain at the	
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 	 	 	earliest practicable date all third party Approvals, consents, or waivers required to obtained by them, as applicable, in order to consummate the Transactions contemplated in this Agreement.	

 	(iii)	 	Operator and Royal Gold shall use their commercially reasonable efforts to (x) translate the Avío Agreement, in the form attached hereto as Exhibit A , and the Royalty Agreement, in the form attached hereto as Exhibit C , from the English language to the Spanish language and to adapt them to comply with any legal requirements under Chilean law applicable to public deeds, and (y) agree on the final versions of such translations no later than 30 days following the date of this Agreement.	
 		
 	(iv)	 	Operator shall use its commercially reasonable efforts to enter into one or more Metal Sales Contracts satisfying the requirements set forth in Section 6(b)(viii) prior to September 30, 2009.	
 		
 	(v)	 	Operator shall cause the exploitation mining concessions described in Part I of Exhibit B that are currently owned by Compañia Minera Aur Resources Chile Limitada to be transferred to Operator and such transfers shall be properly registered in the Mining Registry prior to May 15, 2009.	
 		
 	(vi)	 	The provisions of this Section 5(c)(vi) shall apply only to the exploitation mining concessions ( pertenencias ) within the Shaded Area which are south of the Dividing Line. In those cases where an individual exploitation mining concession or a group of exploitation mining concessions is partially within the Circular Boundary and partially outside the Circular Boundary, Operator shall determine, following consultation with Royal Gold, which of the individual exploitation mining concessions or exploitation mining concessions comprising the corresponding group of exploitation mining concessions are wholly or partially within the Circular Boundary, and the entire area of such exploitation mining concessions will be subject to the Avío Agreement and the prohibitions contemplated therein and the mortgages and prohibitions of the Royalty Agreement. For greater certainty, those exploitation mining concessions which are determined by Operator, following consultation with Royal Gold, to be wholly outside the Circular Boundary will not be subject to the Avío Agreement and the prohibitions contemplated therein and the prohibitions granted therein and the mortgages and prohibitions of the Royalty Agreement. Based on this determination, Operator, following consultation with Royal Gold, shall prior to May 15, 2009 reduce that part of the Shaded Area which is south of the Dividing Line to show shading of only those exploitation mining concessions that are determined to be wholly or partially within the Circular Boundary (the “ South Area ”).	
 		
 	(vii)	 	The provisions of this Section 5(c)(vii) shall apply only to the exploitation mining concessions ( pertenencias ) north of the Dividing Line. In those cases where an individual exploitation mining concession or a group of	
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 	 	 	exploitation mining concessions is partially within the Shaded Area Boundary and partially outside the Shaded Area Boundary, Operator shall determine, following consultation with Royal Gold, which of the individual exploitation mining concessions or exploitation mining concessions comprising the corresponding group of exploitation mining concessions are wholly or partially within the Shaded Area Boundary, and the entire area of such exploitation mining concessions will be subject to the Avío Agreement and the prohibitions contemplated therein and the mortgages and prohibitions of the Royalty Agreement. For greater certainty, those exploitation mining concessions which are determined by Operator, following consultation with Royal Gold, to be wholly outside the Shaded Area Boundary will not be subject to the Avío Agreement and the prohibitions contemplated therein and the mortgages and prohibitions of the Royalty Agreement. Based on this determination, Operator, following consultation with Royal Gold, shall prior to May 15, 2009, increase that part of the Shaded Area which is north of the Dividing Line to show shading of the portion lying outside the Shaded Area Boundary of those individual exploitation mining concessions that are determined to be wholly or partially located in the Shaded Area Boundary (and such area north of the Dividing Line, as so increased, is referred to herein as the “ North Area ”. The North Area together with the South Area is collectively referred to herein as the “ Adjusted Shaded Area ”).	

 	(viii)	 	Operator shall, prior to May 15, 2009, following consultation with Royal Gold, determine a list of the Universal Transverse Mercator coordinates describing the perimeter of the Adjusted Shaded Area.	
 		
 	(ix)	 	Notwithstanding any other provision of this Agreement and even if a Dayton Concession falls within or partially within the Shaded Area or Adjusted Shaded Area, as the case may be, the Dayton Concessions that are transferred to Dayton pursuant to the Dayton Agreement, will not be subject to the Avío Agreement and the prohibitions contemplated therein, will not be subject to the mortgages and prohibitions of the Royalty Agreement and will not be Mining Properties or Subject Properties provided that such Dayton Concession is transferred to Dayton under the Dayton Agreement; provided, however , that if a Dayton Concession falls wholly or partially within the Shaded Area or Adjusted Shaded Area and is re-acquired by Operator or any Affiliate of Operator, such Dayton Concession will be subject to the Avío Agreement and the prohibitions contemplated therein, will be subject to the mortgages and prohibitions of the Royalty Agreement and will be part of the Mining Properties and Subject Properties. Operator shall, following consultation with Royal Gold, determine if any individual exploitation mining concession or group of exploitation mining concessions that is wholly or partially within the Shaded Area or the Adjusted Shaded Area, overlaps with any of the Dayton Concessions and is required to be transferred to Dayton in order to permit the transfer of the Dayton Concessions to Dayton free of any	
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 	 	 	overlap in accordance with the Dayton Agreement (each an “ Overlapping Dayton Concession ”). To the extent that an Overlapping Dayton Concession is transferred to Dayton and not thereafter re-acquired, such Overlapping Dayton Concession will not be subject to the Avío Agreement and the prohibitions contemplated therein, will not be subject to the mortgages and prohibitions of the Royalty Agreement and will not be Mining Properties or Subject Properties. For greater certainty any interest in an Overlapping Dayton Concession wholly or partially within the Shaded Area or the Adjusted Shaded Area that is retained by Operator following a transfer of an interest in Overlapping Dayton Concessions to Dayton in accordance with this Agreement, will be subject to the Avío Agreement and the prohibitions contemplated therein, will be subject to the mortgages and prohibitions of the Royalty Agreement and will be part of the Mining Properties and Subject Properties.	

 	(x)	 	The Parties shall, in accordance with such determinations in Sections 5(c)(vi) through 5(c)(ix) prior to the Pre-Closing Date:	

 	(A)	 	amend Exhibit B of this Agreement to: (I) amend the list of Mining Properties described in Part I to include just those exploitation mining concessions located within the perimeter of the Adjusted Shaded Area and if any Dayton Concession or Overlapping Dayton Concession is transferred to Dayton to delete any such Dayton Concessions and Overlapping Dayton Concessions ; (II) amend Part II to show the Adjusted Shaded Area and delete reference to the Shaded Area; and (III) replace the list of Universal Transverse Mercator coordinates in Part III to list only those Universal Transverse Mercator coordinates of the perimeter of the Adjusted Shaded Area and the Circular Boundary; and	
 		
 	(B)	 	revise the forms of Avío Agreement and Royalty Agreement to: (I) revise the list of Mining Properties described in Section 1(d) of each agreement to include just those exploitation mining concessions located within the perimeter of the Adjusted Shaded Area and if any Dayton Concession or Overlapping Dayton Concession is transferred to Dayton to delete any such Dayton Concessions and Overlapping Dayton Concessions; (II) revise Part I of Schedule B of each agreement to show the Adjusted Shaded Area and delete reference to the Shaded Area; and (III) replace the list of Universal Transverse Mercator coordinates in Part II of Schedule B of each agreement to list only those Universal Transverse Mercator coordinates of the perimeter of the Adjusted Shaded Area.	

 	(xi)	 	Notwithstanding any other provision of this Agreement and even if a Dayton Concession falls within or partially within the Shaded Area or Adjusted Shaded Area, as the case may be, if for any reason after Closing,	
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 	 	 	Operator determines, following consultation with Royal Gold, that any Overlapping Dayton Concession must be transferred to Dayton in order to permit the transfer to Dayton of the Dayton Concessions free of any overlap in accordance with the Dayton Agreement, Royal Gold shall consent to the transfer, and the release and cancellation of any registrations and prohibitions in respect of such Overlapping Dayton Concession under the Avío Agreement and any mortgages and prohibitions in respect of such Overlapping Dayton Concession under the Royalty Agreement, and such Overlapping Dayton Concession, upon the transfer to Dayton, will not be subject to the Avío Agreement and the prohibitions contemplated therein and will not be subject to the mortgages and prohibitions of the Royalty Agreement and will not be Mining Properties or Subject Properties for the purposes herein or the Avío Agreement and the Royalty Agreement.	

 	(xii)	 	If any Dayton Concession or Overlapping Dayton Concession is transferred to Dayton, the Parties will execute all such further agreements, deeds, instruments, or documents and do all such further actions as may be necessary to:	

 	(A)	 	consent to and permit the transfer to Dayton of any such Dayton Concession or Overlapping Dayton Concession, free and clear of any Liens, in accordance with the Dayton Agreement;	
 		
 	(B)	 	release and cancel any registrations and prohibitions in respect of any such Dayton Concession or Overlapping Dayton Concession under the Avío Agreement and to release and cancel any mortgages and prohibitions in respect of any such Dayton Concession or Overlapping Dayton Concession under the Royalty Agreement;	
 		
 	(C)	 	revise, to the extent necessary, the form of the Avío Agreement and the form of the Royalty Agreement prior to the Pre-Closing Date to give effect to these matters; and	
 		
 	(D)	 	amend, to the extent necessary the Avío Agreement and the Royalty Agreement on or after the Pre-Closing Date to give effect to these matters.	

 	(xiii)	 	Notwithstanding any other provision of this Agreement, if for any reason after Closing, Operator or any Affiliate of Operator re-acquires any Dayton Concession or Overlapping Dayton Concession within or partially within the Adjusted Shaded Area then such Dayton Concession or Overlapping Dayton Concession within or partially within the Adjusted Shaded Area will be subject to the Avío Agreement and the prohibitions contemplated therein; will be subject to the mortgages and prohibitions of the Royalty Agreement; and will be Mining Properties or Subject	
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 	 	 	Properties for the purposes herein, the Avío Agreement and the Royalty Agreement. The Parties will execute all such further agreements, deeds, instruments, or documents and do all such further actions as may be necessary to make any registrations and prohibitions in respect of any such Dayton Concession or Overlapping Dayton Concession under the Avío Agreement and grant any mortgages and prohibitions in respect of any such Dayton Concession or Overlapping Dayton Concession under the Royalty Agreement.	
     (d)  Notice of Developments . Each of the Parties shall promptly notify the other Party of any development or other information occurring after the date of this Agreement and prior to the Closing Date which renders any representation, warranty or statement contained in this Agreement or the Schedules hereto made by such Party inaccurate or incomplete at any time prior to the Closing, including any such development or information which first becomes known to such Party after the date hereof. Any written notice delivered pursuant to this Section 5(d) shall not amend the Schedules in any way, nor shall it (or the information contained therein) modify, affect, limit or otherwise qualify, in any way, the representations and warranties contained in this Agreement, or be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development or information. The delivery of any written notice pursuant to this Section 5(d) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice.
     (e)  Registration Statement . Royal Gold shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action to cause the shares of Royal Gold Common Stock that constitute the Share Portion to be issued pursuant to a registration statement, which has become effective under the Securities Act (the “ Registration Statement ”).
     (f)  Listing . Royal Gold shall promptly prepare and file with the NASDAQ Global Select Market and the Toronto Stock Exchange any required notification for listing the shares of Royal Gold Common Stock that constitute the Share Portion to be issued and delivered to Operator pursuant to this Agreement, and Royal Gold shall use its commercially reasonable efforts to obtain, prior to the Closing Date, any approval for the listing of such shares of Royal Gold Common Stock, subject to notice to the NASDAQ Global Select Market and the Toronto Stock Exchange of issuance and customary post-issuance filings, and Operator shall reasonably cooperate with respect to such filings.
     (g)  Drawdown on Credit Facilities . Royal Gold shall use its commercially reasonable efforts to ensure that it will be entitled to draw down at Closing all advances under Royal Gold’s committed credit facilities existing as of the date of this Agreement that Royal Gold needs to drawdown upon in order to pay the Initial Cash Portion and consummate the Transactions contemplated by this Agreement.
     (h)  Publicity . Prior to the Closing Date, no Party nor any Affiliates thereof shall issue any press release or public announcement concerning this Agreement or the Transactions contemplated in this Agreement without obtaining the prior written approval of the other Party, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Royal Gold or Operator, as applicable, disclosure is otherwise required by Governmental
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Requirement or by the applicable rules of any securities exchange or marketplace on which Royal Gold or Teck Cominco Limited lists its securities, provided , however that to the extent required by any Governmental Requirement or by the applicable rules of any securities exchange or marketplace, the Party intending to make such release, or whose Affiliates intends to make such release, shall use its commercially reasonable efforts consistent with such Governmental Requirement or applicable rules to consult with the other Parties with respect to the timing and content thereof. Each Party agrees that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by any Governmental Requirement or by the applicable rules of any securities exchange or marketplace and then only to the extent required by such Governmental Requirement or applicable rules.
     (i)  Maintenance of Insurance . Prior to the Closing Date, Operator will maintain, with financially sound and reputable insurance companies, property, liability, business interruption, construction and other insurance covering Operator and its operations, the Project, the Ancillary Property Rights and the Subject Properties and covering at least such risks, liabilities, damages and loss as are usually insured against at mining operations of similar size and scope in Chile.
     (j)  Preservation of Existence, Etc . Prior to the Closing Date, Operator shall preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its incorporation or formation; and, Operator will maintain the qualifications required in view of its business and operations or the ownership of its properties. Operator shall not (i) liquidate or dissolve or (ii) enter into any consolidation, amalgamation or merger, or enter into any partnership, joint venture or other combination where such combination involves a contribution by Operator of all or substantially all of its assets, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes substantially all of such assets, or sell, lease or dispose of all or substantially all of the Subject Properties or the Ancillary Property Rights, or enter into any agreement with respect to the foregoing or agree to do or undertake any of the foregoing, unless in the case of any of the events set forth in clause (ii), (x) the transferee or surviving Person has the financial wherewithal and either has the technical wherewithal or has engaged a Person with the technical wherewithal, to assume all of Operator’s obligations under this Agreement, (y) Operator shall provide Royal Gold with at least 60 days’ prior written notice to the occurrence of such event and (z) Operator shall deliver to Royal Gold a written undertaking, in form and substance satisfactory to Royal Gold, acting reasonably, by the Person receiving the Subject Properties and enforceable by Royal Gold, that it will be bound by the terms and conditions of this Agreement.
     (k)  Maintenance of the Project . Prior to the Closing Date, Operator shall not, directly or indirectly, abandon, delay, forego or stop the exploration, development, construction or operation of the Project, or abandon, relinquish, terminate or allow the termination of any claim, lease, title or interest within or forming part of the Subject Properties or the Ancillary Property Rights, or abandon, relinquish, terminate or allow the termination of any Approval necessary for the development, construction or operation of the Project, except for cessation of operations under care and maintenance or as a result of a Force Majeure.
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     (l)  Material Agreements . Prior to the Closing Date, Operator shall comply with the terms and conditions of each of the Material Agreements except where any non-compliance could not reasonably be expected to either cause a default under such Material Agreement or have a Material Adverse Effect on Operator.
     (m)  Compliance with Law . Prior to the Closing Date, Operator shall materially comply with all applicable Governmental Requirements relating to Operator’s operations on or with respect to the Subject Properties or the Ancillary Property Rights, including but not limited to Environmental Laws; provided, however , Operator shall have the right to contest any of the same if such contest does not jeopardize title to or its operations on the Subject Properties or the Ancillary Property Rights or Royal Gold’s rights under this Agreement. Operator shall timely and fully perform in all material respects all environmental protection and reclamation activities required pursuant to applicable Governmental Requirements, including but not limited to Environmental Laws, on or with respect to the Subject Properties or the Ancillary Property Rights.
     (n)  Title Maintenance and Taxes . Prior to the Closing Date, Operator shall maintain, preserve, protect and defend, at its own expense, its ownership of, title, rights or interests to the Subject Properties and the Ancillary Property Rights, including, paying when due all patentes, annual fees, Taxes, Liens and assessments, and doing all other things and making all other payments necessary or appropriate to maintain the ownership, right, title or interest of Operator in the Subject Properties and the Ancillary Property Rights and the rights of Royal Gold under this Agreement.
     (o)  Operations . Prior to the Closing Date, Operator shall engage solely in the business of developing and operating the Subject Properties, the Ancillary Property Rights and the Project and other prospective mineral properties, and in activities incidental thereto, in accordance with good mining industry practices. Operator shall conduct all operations on or that affect the Subject Properties or the Ancillary Property Rights in a good, workmanlike, safe and efficient manner. Operator shall use all commercially reasonable efforts to diligently (i) pursue completion of construction and completion of the Project and to cause such construction and completion to occur in accordance with the Project schedules in the Project Studies and consistent with prudent Project development practices; (ii) construct and complete the mill, plant, physical facilities and infrastructure for the Project in accordance in accordance with the Project schedules in the Project Studies and consistent with prudent Project development practices; and (iii) develop, operate and manage the Project in all material respects in accordance with the Governmental Requirements, the Approvals, and in accordance with the Project schedules in the Project Studies and consistent with prudent Project development practices. Operator shall diligently pursue all Approvals necessary for the development, construction and operation of the Project that have not been obtained prior to the date of this Agreement. Operator shall maintain in full force and effect, and diligently comply, in all material respect with the terms and conditions of all Approvals necessary for the development, construction and operation of the Project which have been obtained prior to or after the date of this Agreement, and Operator shall diligently enforce, maintain and protect the rights and interests granted to it in connection with such Approvals. Operator will use its reasonable commercial efforts to resolve any actual or threatened withdrawal by any Governmental Authority or actual or threatened challenge by any
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Person of any material Approval under Environmental Laws which is necessary for the construction or operation of the Project.
     (p)  Pre-Closing .

 	(i)	 	The Parties will hold a pre-closing with respect to the Transactions (the “ Pre-Closing ”) at the offices of Urenda, Rencoret, Orrego y Dorr, Abogados, Av. Costanera Andrés Bello 2711, Piso 16 Las Condes — Santiago, Chile, in the presence of a Notary Public designated by Royal Gold with prior written notice to Operator:	

 	(x)	 	promptly following the satisfaction or waiver of the conditions precedent set forth in Sections 6(a)(iv) and 6(b)(iv) (Governmental and Other Approvals), Sections 6(a)(v) and 6(b)(v) (Registration Statement), Section 6(a)(vi) (Listing), Section 6(b)(vi) (Title Due Diligence) and Section 6(b)(viii) (Committed Metal Sales Contract), and	
 		
 	(y)	 	subject to the satisfaction of each of the other conditions precedent set forth in Section 6 (Conditions to Closing) (other than such conditions precedent which by their nature may only be satisfied at Closing including the Closing deliverables set forth in Section 7 (Closing Arrangements)),	
in case of both clauses (x) and (y) applying each such condition precedent, mutatis mutandis , as if the Pre-Closing Date (as defined below) were the Closing Date, but in no event later than September 30, 2009 (the “ Pre-Closing Date ”). For purposes of greater certainty, (A) neither of the Parties shall be obligated to proceed with the Pre-Closing if any of the conditions of the preceding sentence in favor of such Party is not satisfied prior to the Pre-Closing Date, (B) either Party may waive any condition in favor of such Party and (C) the failure to proceed with the Pre-Closing shall not otherwise relieve either of the Parties of any of its duties or obligations under this Agreement.

 	(ii)	 	At the Pre-Closing, Operator and Royal Gold shall each cause to be executed by its duly authorized representative the Royalty Agreement, the Avío Agreement and the Irrevocable Mandate, each by means of a public deed granted before the designated Notary Public. Promptly following receipt of legalized copies of the Royalty Agreement and the Avío Agreement from the Notary Public, Operator and Royal Gold shall each use their commercially reasonable efforts to request the registrations applicable at the relevant Mining Register of the Avío Agreement and grant of prohibition contemplated therein and the mortgages and grant of prohibition under the Royalty Agreement. Following such registrations, (x) Operator and Royal Gold shall request that the relevant Mining Register issue for each of the Subject Properties the following certificates:	
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(A) mortgages and encumbrances; (B) interdictions and prohibitions and (C) ownership, and (y) Operator will deliver to Royal Gold a legalized copy of the registrations made evidencing the Avío Agreement and grant of prohibition contemplated therein and the mortgages and grant of prohibition under the Royalty Agreement.
     (q)  Termination of Royalty Agreement and Avío Agreement . If the Closing has not occurred on or before the Outside Date, the Parties acknowledge and hereby agree that notwithstanding any provision of this Agreement, neither Party shall take any action, step, or proceeding that shall in any way impede, prevent, challenge, object to or otherwise delay:

 	(i)	 	the immediate termination of the Royalty Agreement or the Avío Agreement;	
 		
 	(ii)	 	the performance of the Agent pursuant to the Irrevocable Mandate;	
 		
 	(iii)	 	the execution and delivery by the Agent of the Deed of Cancellation;	
 		
 	(iv)	 	the cancellation pursuant to the Deed of Cancellation, the authority of the Agent under the Irrevocable Mandate or otherwise of:	

 	(A)	 	any registrations or prohibitions made or granted under the Avío Agreement; and	
 		
 	(B)	 	any mortgages and prohibitions made or granted under the Royalty Agreement.	
     For purposes of greater certainty, the termination of the Royalty Agreement or the Avío Agreement as contemplated under this Section 5(q) shall not result in a termination of this Agreement under Section 8, unless this Agreement is terminated in accordance with the terms of Section 8.
6. Conditions of Closing .
     (a)  Conditions of Closing in Favor of Operator . The obligation of Operator to complete the Transactions contemplated by this Agreement is subject to each of the following conditions for the exclusive benefit of Operator being fulfilled or performed on or prior to the Closing Date:

 	(i)	 	Representations and Warranties . The representations and warranties of Royal Gold contained in this Agreement shall be true and correct in all respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date (except for any representation and warranty made as of specific date, which shall have been true and correct as of such date), provided, however that for purposes of determining the accuracy of the representations and warranties of Royal Gold contained in this Agreement which have “Material Adverse Effect” qualifications and other “material”	
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 	 	 	and “materiality” qualifications limiting the scope of the representations and warranties of Royal Gold contained in this Agreement or the scope of the defined terms used in the representations and warranties of Royal Gold contained in this Agreement,	

 	(A)	 	all “Material Adverse Effect” qualifications and other “material” and “materiality” qualifications limiting the scope of the representations and warranties of Royal Gold contained in this Agreement shall be disregarded;	
 		
 	(B)	 	all “Material Adverse Effect” qualifications and other “material” and “materiality” qualifications limiting the scope of the defined terms used in the representations and warranties of Royal Gold contained in this Agreement shall be disregarded; and	
 		
 	(C)	 	any inaccuracies in such representations and warranties of Royal Gold will be disregarded if such inaccuracies considered collectively do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on Royal Gold;	

 	(ii)	 	Covenants . All of the terms, covenants, obligations and conditions of this Agreement to be performed, observed or complied with by Royal Gold on or before the Closing Date shall have been duly performed, observed or complied with by Royal Gold;	
 		
 	(iii)	 	No Orders or Proceedings . No injunction or restraining order or other decision, ruling or order of any Governmental Authority of competent jurisdiction being in effect which prohibits, restrains, materially limits or imposes material adverse conditions on, the Transactions contemplated by this Agreement and no action or proceeding having been instituted or remaining pending or having been threatened and not resolved before any such Governmental Authority to restrain, prohibit, materially limit or impose material adverse conditions on such contemplated Transactions;	
 		
 	(iv)	 	Governmental and Other Approvals . Any Approvals by any Governmental Authorities, shareholders of Royal Gold or any other third parties required to consummate the Transactions contemplated by this Agreement under any applicable Governmental Requirements or otherwise shall have been obtained and shall remain in full force and effect as of the Closing Date;	
 		
 	(v)	 	Registration Statement . The appropriate Registration Statement relating to the shares of Royal Gold Common Stock that constitute the Share Portion to be issued pursuant to this Agreement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order;	

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 	(vi)	 	Listing . NASDAQ Global Select Market and the Toronto Stock Exchange shall have conditionally agreed to list the shares of Royal Gold Common Stock that will constitute the Share Portion to be issued pursuant to this Agreement, subject to receipt of ordinary course post-closing filings; and	
 		
 	(vii)	 	Approvals Under Environmental Laws . As of any Closing Date (but not upon a postponed Closing Date, if Royal Gold has elected to postpone the Closing Date by ten business days in accordance with Section 2(i)(iii), no material Approval under any Environmental Laws, which is necessary for the construction or operation of the Project, will be either: (x) withdrawn or threatened to be withdrawn by any Governmental Authority; or (y) challenged or threatened to be challenged by any Person on non-frivolous grounds; provided that (A) Operator has provided written notice to Royal Gold prior to such proposed Closing Date describing in reasonable detail the factual circumstances giving rise to the condition set out in this Section 6(a)(vii) not having been met and (B) Royal Gold has not on or prior to the Closing Time irrevocably waived its right to indemnity pursuant to Section 9(f)(i)(E) by written notice to Operator. For purposes of greater certainty, if Royal Gold has waived its right to indemnity pursuant to Section 9(f)(i)(E), the Closing condition set forth in this Section 6(a)(vii) shall be deemed to be waived by Operator subject to the Closing occurring.	
     (b)  Conditions of Closing in Favor of Royal Gold . The obligations of Royal Gold to complete the Transactions contemplated by this Agreement are subject to each of the following conditions for the exclusive benefit of Royal Gold, being fulfilled or performed on or prior to the Closing Date:

 	(i)	 	Representations and Warranties . The representations and warranties of Operator contained in this Agreement shall be true and correct in all respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date (except for any representation and warranty made as of specific date, which shall have been true and correct as of such date), provided, however that for purposes of determining the accuracy of the representations and warranties of Operator contained in this Agreement which have “Material Adverse Effect” qualifications and other “material” and “materiality” qualifications limiting the scope of the representations and warranties of Operator contained in this Agreement or the scope of the defined terms used in the representations and warranties of Operator contained in this Agreement,	

 	(A)	 	all “Material Adverse Effect” qualifications and other “material” and “materiality” qualifications limiting the scope of the representations and warranties of Operator contained in this Agreement shall be disregarded;	
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 	(B)	 	all “Material Adverse Effect” qualifications and other “material” and “materiality” qualifications limiting the scope of the defined terms used in the representations and warranties of Operator contained in this Agreement shall be disregarded; and	
 		
 	(C)	 	any inaccuracies in such representations and warranties of Operator will be disregarded if such inaccuracies considered collectively do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on Operator;	

 	(ii)	 	Covenants . All of the terms, covenants, obligations and conditions of this Agreement to be performed, observed or complied with by Operator on or before the Closing Date shall have been duly performed, observed or complied with by Operator;	
 		
 	(iii)	 	No Orders or Proceedings . No injunction or restraining order or other decision, ruling or order of any Governmental Authority of competent jurisdiction being in effect which prohibits, restrains, materially limits or imposes material adverse conditions on, the Transactions contemplated by this Agreement and no action or proceeding having been instituted or remaining pending or having been threatened and not resolved before any such Governmental Authority to restrain, prohibit, materially limit or impose material adverse conditions on such contemplated Transactions;	
 		
 	(iv)	 	Governmental and Other Approvals . Any Approvals by any Governmental Authorities, shareholders of Operator or any other third parties required to consummate the Transactions contemplated by this Agreement under any applicable Governmental Requirements or otherwise shall have been obtained and shall remain in full force and effect as of the Closing Date;	
 		
 	(v)	 	Registration Statement . The appropriate Registration Statement relating to the shares of Royal Gold Common Stock that constitute the Share Portion to be issued pursuant to this Agreement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order;	
 		
 	(vi)	 	Title Due Diligence . Royal Gold shall have completed its due diligence investigation of the patentes related to or affecting the Project or the Subject Properties to Royal Gold’s satisfaction in its sole judgment, provided that no information or knowledge obtained in such investigation shall affect or modify any representation or warranty of Operator contained in this Agreement regardless of whether such information is disclosed on any Exhibit or Schedule to this Agreement;	

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 	(vii)	 	Financial Commitments . Royal Gold shall be entitled to draw down all advances under Royal Gold’s committed credit facilities existing as of the date of this Agreement that Royal Gold needs in order to pay the Initial Cash Portion and consummate the Transactions contemplated by this Agreement;	
 		
 	(viii)	 	Committed Metals Sales Contracts . Operator shall have entered into committed Metal Sales Contracts on terms consistent with industry practice for the sale of a minimum of 255,000 tonnes of copper concentrate per annum for a period of not less than three years, and such Metals Sales Contracts shall not have been terminated; and	
 		
 	(ix)	 	Approvals Under Environmental Laws . As of the Closing Date, no material Approval under any Environmental Laws, which is necessary for the construction or operation of the Project, will be either: (x) withdrawn or threatened to be withdrawn by any Governmental Authority; or (y) challenged or threatened to be challenged by any Person.	
7. Closing Arrangements .
     (a)  Operator’s Closing Deliveries . At the Closing, Operator shall deliver, or cause to be delivered, the following to Royal Gold:

 	(i)	 	a certificate of Operator dated as of the Closing Date, executed by an authorized senior officer of Operator, certifying that the conditions set forth in Section 6(b)(i) (Representations and Warranties) and Section 6(b)(ii) (Covenants) have been duly satisfied;	
 		
 	(ii)	 	evidence by the relevant notary public that the Royalty Agreement has been executed by Operator and recorded into the Notary’s registry ( repertorio ) and authorized copies of the due registration and certificates evidencing the due registration of the mortgages and grant of prohibition under the Royalty Agreement from the Mining Registry evidencing that no Liens have been made with respect to the Subject Properties, other than those in favor of Royal Gold or as set forth in Schedule 3(h) ;	
 		
 	(iii)	 	evidence by the relevant notary public that the Avío Agreement has been executed by Operator and recorded into the Notary’s registry ( repertorio ) and authorized copies of the due registration and certificates evidencing the due registration of the Avío Agreement and grant of prohibition contemplated therein from the Mining Registry evidencing that no Liens have been made with respect to the Subject Properties, other than those in favor of Royal Gold or as set forth in Schedule 3(h) ;	
 		
 	(iv)	 	a duly executed registration rights agreement, in the form attached hereto as Exhibit E (the “ Registration Rights Agreement ”);	

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 	(v)	 	a legal opinion of Carey y Cia., counsel to Operator, dated as of the Closing Date, in the form attached hereto as Exhibit F ;	
 		
 	(vi)	 	certified copies of resolutions of the directors and shareholders of Operator approving the Transactions contemplated by this Agreement and the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by Operator pursuant to this Agreement and the performance by Operator of its rights and obligations thereunder;	
 		
 	(vii)	 	copies of the Metal Sales Contracts satisfying the requirements set forth in Section 6(b)(viii);	
 		
 	(viii)	 	copies of evidence that the mining concessions described in Section 5(c)(v) have been properly registered to Operator; and	
 		
 	(ix)	 	such other transfers, assignments and other documentation in form and substance agreed to by the Parties, acting reasonably, required to carry out the Transactions contemplated by this Agreement.	
     (b)  Royal Gold’s Closing Deliveries . At the Closing, Royal Gold shall deliver, or cause to delivered, the following to Operator:

 	(i)	 	a certificate of Royal Gold, dated as of the Closing Date, executed by an authorized senior officer of Royal Gold, certifying that certifying the conditions set forth in Section 6(a)(i) (Representations and Warranties) and Section 6(a)(ii) (Covenants) have been duly satisfied;	
 		
 	(ii)	 	evidence by the relevant notary public that the Royalty Agreement has been executed by Royal Gold and recorded into the Notary’s registry ( repertorio );	
 		
 	(iii)	 	evidence by the relevant notary public that the Avío Agreement has been executed by Royal Gold and recorded into the Notary’s registry ( repertorio );	
 		
 	(iv)	 	a duly executed Registration Rights Agreement;	
 		
 	(v)	 	legal opinions of Hogan & Hartson L.L.P. and Urenda, Rencoret, Orrego y Dorr, Abogados, counsel to Royal Gold dated as of the Closing Date, in the forms attached as Exhibits G-1 and G-2 ;	
 		
 	(vi)	 	payment of the Cash Portion, in cash or other immediately available funds, by wire transfer, in accordance with the written instructions of Operator;	
 		
 	(vii)	 	irrevocable instructions to Royal Gold’s transfer agent to issue a certificate registered in the name of Operator representing the number of shares of	
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 	 	 	Royal Gold Common Stock equal to the Share Portion and bearing the restrictive legends set forth in the Stockholder Agreement on the reverse side of such certificate and to ship such certificate via overnight delivery to such address designated by Operator in writing; and	

 	(viii)	 	certified copies of resolutions of the directors of Royal Gold approving the Transactions contemplated by this Agreement and the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by Royal Gold pursuant to this Agreement and the performance by Royal Gold of its rights and obligations thereunder.	
     (c)  Concurrent Delivery . It shall be a condition of the Closing that all matters of payment and the execution and delivery of documents by any Party to the other Party pursuant to the terms of this Agreement shall be concurrent requirements and that nothing will be complete at the Closing until everything required as a condition precedent to the Closing has been paid, executed and delivered, as the case may be.
8. Termination . This Agreement may be terminated at any time (except where otherwise indicated) prior to the Closing, whether before or after approval of this Agreement (unless otherwise set forth below), as follows:
     (a) by mutual written consent of Royal Gold and Operator;
     (b) by Royal Gold,

 	(i)	 	if there has been a breach or failure to perform any covenant or agreement on the part of Operator that causes any of the conditions provided in Section 6(b) not to be met and such breach or failure has not been cured (if curable) within 15 days following receipt by Operator of written notice of such breach describing the extent and nature thereof in reasonable detail; or	
 		
 	(ii)	 	if there has been any event, change, occurrence or circumstance that renders the conditions set forth in Section 6(b) incapable of being satisfied by the later of October 30, 2009 or the postponed Closing Date if Royal Gold has elected on or after October 16, 2009 to postpone the Closing Date by ten business days in accordance with Section 2(i)(iii) (the “ Outside Date ”);	

 -41- 

 

     (c) by Operator,

 	(i)	 	if there has been a breach or failure to perform any covenant or agreement on the part of Royal Gold that causes any of the conditions provided in Section 6(a) not to be met and such breach or failure has not been cured (if curable) within 15 days following receipt by Royal Gold of written notice of such breach describing the extent and nature thereof in reasonable detail; or	
 		
 	(ii)	 	if there has been any event, change, occurrence or circumstance that renders the conditions set forth in Section 6(a) incapable of being satisfied by the Outside Date;	
     (d) by either:

 	(i)	 	Royal Gold; or	
 		
 	(ii)	 	Operator,	
if there shall be in effect a final, unappealable order restraining, enjoining or otherwise prohibiting the consummation of the Transactions contemplated by this Agreement; provided, however , that the Party seeking to terminate this Agreement pursuant to this Section 8(d) shall not have initiated such proceeding or taken any action in support of such proceeding (it being agreed that the Parties shall use their commercially reasonable efforts to promptly appeal any such order that is appealable and diligently pursue such appeal); or
     (e) by either:

 	(i)	 	Royal Gold; or	
 		
 	(ii)	 	Operator,	
on or after the Outside Date if the Closing shall not have occurred by the close of business on such date (unless the failure to consummate the Closing is attributable to a breach of this Agreement on the part of the Party seeking to terminate this Agreement); provided, however , that the terminating Party is not in material default of any of its obligations hereunder.
     In the event of termination of this Agreement by (i) Royal Gold, (ii) Operator, or (iii) the mutual agreement of all Parties pursuant to this Section 8, written notice thereof shall be given to the other Party and this Agreement shall terminate without any further action by any of the Parties.
     Upon the termination of this Agreement in accordance with this Section 8, each of the Parties shall be relieved of any further duties and obligations under this Agreement after the date of such termination; provided , however that no such termination shall relieve any Party hereto from liability for any material breach of any covenant or obligation contained in this Agreement or for any intentional and material breach of any representation or warranty contained in this Agreement; provided, further that the obligations of the Parties set forth in Section 5(h), Section
 -42- 

 

8 and Sections 9(a)-(g), (m), (o) and (s) shall survive any such termination and shall be enforceable after such termination.
     Neither Royal Gold nor Operator may rely on the failure of any condition set forth in Sections 6(a) or 6(b) to be satisfied as a basis for the termination of this Agreement if such failure was caused by such Party’s failure to comply with or perform any of its covenants or obligations set forth in this Agreement.
9. Miscellaneous .
     (a)  Governing Law . This Agreement is to be governed by and construed under the laws of the State of Colorado, without giving effect to those principles of conflicts of laws that might otherwise require application of the laws of any other jurisdiction.
     (b)  Dispute Resolution .

 	(i)	 	If for any reason any Dispute arising under this Agreement, either Party may deliver written notice to the other Party regarding such Dispute and the Dispute shall be determined by arbitration as provided in this Section 9(b). THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING FROM OR CONNECTED WITH THIS AGREEMENT.	
 		
 	(ii)	 	All Disputes shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”). The number of arbitrators shall be three. The place of Arbitration shall be Houston, Texas, USA. The language of the Arbitration shall be English. Judgment may be entered upon an award in any court of competent jurisdiction.	
 		
 	(iii)	 	The Party referring a Dispute to arbitration hereunder shall appoint an arbitrator in the arbitration petition and the respondent Party shall appoint an arbitrator in its response. If within 30 days after the date of the arbitration petition, the respondent has not appointed an arbitrator, such arbitrator shall be appointed by the ICC. Within 30 days of their appointment, the two arbitrators so appointed shall appoint a third arbitrator who shall preside over the arbitration panel. If the two arbitrators cannot agree on a third arbitrator within such 30 day period, the third arbitrator shall be appointed by the ICC.	
 		
 	(iv)	 	Notwithstanding the provisions of Section 9(b)(i), the arbitral tribunal shall have the power to grant interim measures of protection, but, without derogating from the commitment to arbitrate or the power of the arbitral tribunal to grant such measures, it shall not be inconsistent with this Agreement for a party to apply to a court of competent jurisdiction for an	
 -43- 

 

 	 	 	interim measure of protection pending the commencement or completion of arbitration.	

 	(v)	 	In any arbitration, or in any court proceeding authorized to be taken under this Agreement, the arbitral tribunal or the court, as the case may be, shall in addition to any other relief, be entitled to make an award or enter a judgment, as the case may be, for reasonable attorney’s fees and disbursements, including experts witness fees, and any other costs of the proceeding. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential or special damages be awarded.	
 		
 	(vi)	 	If contemporaneous Disputes arise under this Agreement, a single arbitration may be commenced in respect of the Disputes.	
     (c)  Notices . Unless otherwise provided in this Agreement, any notice or other correspondence required or permitted by this Agreement shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or when given by facsimile transmission, with all necessary delivery charges fully prepaid (or in the case of a facsimile, upon confirmation of receipt), and addressed to the Party to whom directed at the following address:
If to Operator:
Compañía Minera Carmen de Andacollo
c/o Teck Operaciones Mineras Chile Ltda.
Avenida Vitacura 2939, Piso 24
Las Condes, Santiago, Chile
Attention: Christian Arentsen
Facsimile: (56-2) 464 5794
with a copy, which shall not constitute notice, to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, British Columbia, V7X 1T2 Canada
Attention: Fred R. Pletcher
Facsimile: (604) 687-1415
If to Royal Gold:
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, CO 80202-1132 USA
Attention: Vice President and General Counsel
Facsimile: (303) 595-9385
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with a copy, which shall not constitute notice, to:
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, CO 80202 USA
Attention: Paul Hilton, Esq.
Facsimile: (303) 899-7333
     Any Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section 9(c).
     (d)  Assignment . This Agreement shall inure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective permitted successors and permitted assigns. No Party may assign all or any part of its rights, liabilities and obligations under this Agreement without the prior written consent of the other Party to this Agreement, except that Royal Gold may assign all or any part of its rights, liabilities and obligations under this Agreement, to any directly or indirectly wholly-owned Subsidiary of Royal Gold, provided that:

 	(i)	 	such Subsidiary covenants with Operator to be bound by the terms and conditions of this Agreement and any amendments hereto;	
 		
 	(ii)	 	such Subsidiary shall first have covenanted with Operator that if at any time thereafter and prior to the Closing Date it ceases or proposes to cease to be a Subsidiary of Royal Gold then such Subsidiary shall immediately, and effective prior to ceasing to be a Subsidiary of the Royal Gold, assign all or any part of its rights, liabilities and obligations under this Agreement back to Royal Gold;	
 		
 	(iii)	 	Royal Gold shall covenant that if at any time thereafter and prior to the Closing Date the Subsidiary ceases or proposes to cease to be an Affiliate of Royal Gold then such Subsidiary shall immediately, and prior to ceasing to be a Subsidiary, assign to Royal Gold all or any part of its rights, liabilities and obligations under this Agreement; and	
 		
 	(iv)	 	any assignment by Royal Gold will not release Royal Gold of its obligation to issue the shares of Royal Gold Common Stock that constitute the Share Portion to be issued and registered in the name of Operator pursuant to this Agreement.	
     (e)  Survival . All covenants, agreements, and indemnities made under this Agreement shall survive the execution and delivery of this Agreement and shall survive the Closing Date until such covenants, agreements and indemnities have been performed or satisfied in accordance with the terms thereof. All representations and warranties made under this Agreement shall survive the execution and delivery of this Agreement and shall survive the Closing Date for a
 -45- 

 

period of two years from the Closing Date, except that any representation and warranty shall not terminate with respect to any item as to which a Party seeking indemnification under Section 9(f) has, prior to the expiration of such two year period, previously made a claim against the other indemnifying Party by delivering written notice in accordance this Agreement.
     (f)  Indemnification .

 	(i)	 	Subject to Section 9(f)(iii), Operator agrees to indemnify Royal Gold from and against, and to hold Royal Gold harmless from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, claims, expenses or disbursements of any kind whatsoever (collectively “ Losses ”) which may at any time be imposed on, incurred by or asserted against Royal Gold in any way relating to or arising out of (A) any breach by Operator or any misrepresentation or inaccuracy of any representation or warranty of Operator contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto other than the Avío Agreement and Royalty Agreement; (B) any breach or non-performance by Operator of any covenant or agreement to be performed by Operator contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto other than the Avío Agreement and Royalty Agreement; (C) except as set forth on Schedule 3(c) , the failure of Operator on or prior to the Closing Date to comply with any Governmental Requirement, including any Governmental Requirement or Approvals relating to environmental protection and reclamation obligations, with respect to the Subject Properties or the Ancillary Property Rights; (D) the physical environmental condition of the Subject Properties or the Ancillary Property Rights and matters of health or safety related to the Subject Properties or Ancillary Property Rights on or prior to the Closing Date or any action or claim brought with respect to either; and (E) if both Parties have waived their respective conditions to Closing in Sections 6(a)(vii) and 6(b)(ix) (but not in the case where Operator has been deemed to have waived such condition to Closing pursuant to the final sentence of Section 6(a)(vii)), any actual or threatened withdrawal by any Governmental Authority, as at the Closing Date, of any material Approval under Environmental Laws which is necessary for the construction or operation of the Project, or any actual or threatened challenge by any Person, as at the Closing Date, to any material Approval under Environmental Laws which is necessary for the construction or operation of the Project.	
 		
 	(ii)	 	Subject to Sections 9(f)(iii), Royal Gold agrees to indemnify Operator from and against, and to hold Operator harmless from, any and all Losses which may at any time be imposed on, incurred by or asserted against Operator in any way relating to or arising out of (A) any breach by Royal Gold or any misrepresentation or inaccuracy of any representation or warranty of Royal Gold contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto other than the Avío	
 -46- 

 

 	 	 	Agreement and Royalty Agreement; and (B) any breach or non-performance by Royal Gold of any covenant or agreement to be performed by Royal Gold contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto other than the Avío Agreement or Royalty Agreement.	

 	(iii)	 	In no event will either Party be liable to the other Party for any lost profits or incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory) arising out of or in connection with this Agreement, even if advised of such potential damages.	
     (g)  Expenses . Each of the Parties agrees to bear and pay its own costs and expenses incurred in connection with the preparation, execution, delivery and performance of this Agreement and the other Transaction Documents (“ Transaction Expenses ”), provided, however that Operator shall pay all of the Transaction Expenses incurred by Royal Gold if Operator terminates this Agreement in accordance with Section 8 or otherwise decides not to proceed with the Transactions unless Royal Gold is in material breach of any of its obligations under this Agreement at the time of such termination.
     (h)  Further Assurances . The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Agreement.
     (i)  Force Majeure . The obligation of Operator in respect of the development, construction, and operation of the Project and shipment of copper concentrate to any smelter, refiner or other processor or purchaser under any Metal Sales Contract shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control (except for lack of funds), including, without limitation, labour disputes (however arising and whether employee demands are reasonable or within the power of the parties to grant); acts of God; laws, regulations, orders, proclamations, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of federal, territorial or local environmental standards; acts of war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather conditions; delay or failure by suppliers or transporters of materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; or any other cause whether similar or dissimilar to the foregoing beyond the reasonable control of Operator (“ Force Majeure ”). Operator shall promptly give notice to Royal Gold of the suspension of performance, stating therein the nature of the suspension, the reasons therefore, and the expected duration thereof. Operator shall resume performance as soon as reasonably possible. Except as expressly set forth in Sections 9(i) and 5(k), the obligations of Operator under this Agreement shall not be affected by any Force Majeure.
 -47- 

 

     (j)  Nature of Interests . All of the covenants, conditions, and terms of this Agreement shall (i) be of benefit to the Parties, and (ii) bind and inure to the benefit of the Parties and their permitted successors and assigns.
     (k)  No Partnership . Nothing in this Agreement shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership of any kind or as imposing upon any Party any partnership duty, obligation or liability or any fiduciary duty, obligation or liability to any other Party at any time before or after the Closing Date.
     (l)  Specific Performance . Without limiting or waiving in any respect any rights or remedies of the Parties under this Agreement now or hereafter existing at law in equity or by statute, Royal Gold shall be entitled to such specific performance of the obligations to be performed by Operator hereto in accordance with the provisions of this Agreement and Operator shall be entitled to specific performance of the obligations of Royal Gold set forth in Sections 5(q) and 5(c)(vi) through 5(c)(xiii) of this Agreement and such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which Royal Gold or Operator may have under this Agreement or otherwise.
     (m)  Business Opportunity . Except as expressly provided in this Agreement and the other Transaction Documents, each Party shall have the right independently to engage in and receive full benefits from its business activities, whether or not competitive with the other Party, without consulting the other Party. The doctrines of “ corporate opportunity ” or “ business opportunity ” shall not be applied to any other activity of any Party at any time before or after the Closing Date.
     (n)  Time of the Essence . Time is of the essence in this Agreement.
     (o)  Entire Agreement . This Agreement, together with the Confidentiality Agreement, and the other Transaction Documents and the Schedules and Exhibits attached hereto and thereto are the complete expression of the entire agreement of the Parties, and no oral promise, statement or representation not contained herein shall be binding on the Parties unless reduced to writing and signed by the Parties. Subject to express covenants of the Parties contained in Section 5(q) of this Agreement, if during the period of time following the signing of the Avío Agreement and the Royalty Agreement and prior to the Closing Date there are any discrepancies between the legal interpretations of either:

 	(i)	 	the adjustments to the Cash Portion and the Share Portion set forth in Sections 2(b) through 2(h) of this Agreement and the provisions of Schedule D of the Royalty Agreement, or	
 		
 	(ii)	 	the conditions of closing in Section 6 and closing arrangements in Section 7 of this Agreement and the Condiciones Suspensivas,	
then the Parties hereby agree and acknowledge that (x) the provision of this Agreement shall govern; and (y) subject to the express covenants of the Parties contained in Section 5(q) of this Agreement, any Dispute with respect to such matters on or prior to Closing shall be governed by
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the provisions of Section 9(b) of this Agreement and not the dispute resolution provisions of the Avío Agreement or Royalty Agreement.
     (p)  Waiver and Amendment . This Agreement may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except by means of a written instrument that has been executed by the Party or Parties to be bound.
     (q)  Counterparts; Exchange by Facsimile or Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one single instrument. This Agreement may be delivered by facsimile or electronic delivery.
     (r)  Taxes .

 	(i)	 	If any Taxes are required by Law to be deducted from or in respect of any amounts payable to Royal Gold hereunder:	

 	(A)	 	Royal Gold will receive an amount equal to the sum it would have received if such deduction had not been made, less the amount of such deduction;	
 		
 	(B)	 	Operator will make such deductions; and	
 		
 	(C)	 	Operator will pay the full amount deducted to the relevant taxing authority in accordance with applicable law, and Operator will promptly furnish to Royal Gold written proof of such payment.	

 	(ii)	 	If Operator fails to pay any Taxes when due to the appropriate taxing authority, Operator will indemnify Royal Gold for any incremental Taxes, interest or penalties that may become payable by Royal Gold as a result of any such failure.	
 		
 	(iii)	 	Operator shall be responsible for and shall pay when due any excise Taxes (goods and services Taxes), stamp duties, sales and use Taxes and similar Taxes and any registration fees payable in respect of the sale and transfer of the Royalty to Royal Gold or the Parties entering into the Avío other than Taxes assessed on Royal Gold under the law of the jurisdiction in which it is incorporated or, if different, the jurisdiction (or jurisdictions) in which Royal Gold is treated as resident for tax purposes.	
     (s)  No Brokers or Commissions . Each of the Parties acknowledges, agrees and represents and warrants to the other Parties that it has not engaged any broker, agent or other intermediary to act on its behalf on connection with the Transactions contemplated by this Agreement and that it is not aware of any current or possible future claim for any brokerage, agency or finder’s fee or commission in connection with the Transactions contemplated by this Agreement and that if any such claim should arise through, or under, or by virtue of any action taken by any party, such Party shall indemnify and hold harmless the others in respect thereof.
 -49- 

 

     IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
 	 	 	 	 	
 	COMPAÑÍA MINERA CARMEN DE ANDACOLLO
 	 	
 	By:  	/s/ David Baril 	 	
 	 	Print Name:  	David Baril 	 	
 	 	Title:  	Director 	 	

 	By:  	/s/ Christian Arensten 	 	
 	 	Print Name:  	Christian Arensten 	 	
 	 	Title:  	Director 	 	
 	
 	ROYAL GOLD, INC.
 	 	
 	By:  	/s/ Tony Jensen 	 	
 	 	Print Name:  	Tony Jensen 	 	
 	 	Title:  	President and CEO 	 	

 

EXHIBIT A
Form of Avío Agreement
(Attached)

 

EXHIBIT B
Mining Properties
Part I — Mining Properties
“Mining Properties” mean:

 	1.	 	Exploitation mining concession named “Aconcagua” the surveys and titles of which are currently registered on page 507 number 86 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04106-0046-3);	
 		
 	2.	 	Exploitation mining concession named “Adolfo” the surveys and titles of which are currently registered on page 616 number 107 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0366-7);	
 		
 	3.	 	Exploitation mining concession named “Aguada” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0057-9);	
 		
 	4.	 	Exploitation mining concessions named “Aldo 1 to 50” the surveys and titles of which are currently registered on page 441 number 79 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0569-5);	
 		
 	5.	 	Exploitation mining concession named “Andrea” the surveys and titles of which are currently registered on page 242 number 48 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0594-6);	
 		
 	6.	 	Exploitation mining concessions named “Anita 1 al 15” the surveys and titles of which are currently registered on page 260 number 52 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0385-3);	
 		
 	7.	 	Exploitation mining concessions named “Antofagasta 1 al 2” the surveys and titles of which are currently registered on page 536 number 92 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0089-7);	
 		
 	8.	 	Exploitation mining concessions named “Antonio 1 al 17” the surveys and titles of which are currently registered on page 275 number 54 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0571-7);	

 

 	9.	 	Exploitation mining concessions named “Antonio 1 al 23” the surveys and titles of which are currently registered on page 28 number 8 of the Property Registry of the Mines Registry of Ovalle of the year 1996 (National Rol Nº 04202-0295-4);	
 		
 	10.	 	Exploitation mining concession named “Arica” the surveys and titles of which are currently registered on page 527 number 90 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0282-2);	
 		
 	11.	 	Exploitation mining concession named “Atacama” the surveys and titles of which are currently registered on page 517 number 88 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0049-8);	
 		
 	12.	 	Exploitation mining concessions named “Blanca 1 al 2” the surveys and titles of which are currently registered on page 306 number 123 of the Property Registry of the Mines Registry of Ovalle of the year 1991 (National Rol Nº 04202-0202-4);	
 		
 	13.	 	Exploitation mining concessions named “Blanca Estela 1 al 2” the surveys and titles of which are currently registered on page 34 number 10 of the Property Registry of the Mines Registry Andacollo of the year 1994 (National Rol Nº 04106-0106-0) ;	
 		
 	14.	 	Exploitation mining concession named “Blanquita” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0058-7);	
 		
 	15.	 	Exploitation mining concession named “Carmen” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0330-6);	
 		
 	16.	 	Exploitation mining concession named “Carmen Bajo” the surveys and titles of which are currently registered on page 321 number 62 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0364-0);	
 		
 	17.	 	Exploitation mining concession named “Cautin” the surveys and titles of which are currently registered on page 511 number 87 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0283-0);	
 		
 	18.	 	Exploitation mining concessions named “Chifute 1 al 8” the surveys and titles of which are currently registered on page 707 number 119 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0277-6);	
 		
 	19.	 	Exploitation mining concessions named “Chorrillo”, “Chorrillo Segunda” and “Chorrillo Tercera” which surveys and titles are currently registered on page 629	

 

 	 	 	number 110 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0213-K);	
 		
 	20.	 	Exploitation mining concessions named “Churque 1 al 100” the surveys and titles of which are currently registered on page 287 number 55 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0263-6);	
 		
 	21.	 	Exploitation mining concessions named “Churque 1 al 4” the surveys and titles of which are currently registered on page 566 number 98 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0326-8);	
 		
 	22.	 	Exploitation mining concessions named “Churque 5 al 9” the surveys and titles of which are currently registered on page 255 number 51 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0386-1);	
 		
 	23.	 	Exploitation mining concession named “Clavel” the surveys and titles of which are currently registered on page 521 number 89 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0062-5);	
 		
 	24.	 	Exploitation mining concessions named “Cobre Morado 1 al 10” the surveys and titles of which are currently registered on page 15 number 9 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04106-0474-4);	
 		
 	25.	 	Exploitation mining concession named “Compañia” the surveys and titles of which are currently registered on page 331 number 67 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0355-1);	
 		
 	26.	 	Exploitation mining concessions named “Complemento 1 al 10” the surveys and titles of which are currently registered on page 266 number 53 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0573-3);	
 		
 	27.	 	Exploitation mining concession named “Condella” the surveys and titles of which are currently registered on page 623 number 109 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0552-K);	
 		
 	28.	 	Exploitation mining concession named “Coquimbana” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0329-2);	

 

 	29.	 	Exploitation mining concession named “Coquimbo” the surveys and titles of which are currently registered on page 319 number 61 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0358-6);	
 		
 	30.	 	Exploitation mining concession named “Culebron” the surveys and titles of which are currently registered on page 562 number 97 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0015-3);	
 		
 	31.	 	Exploitation mining concession named “Desempeño” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0331-4);	
 		
 	32.	 	Exploitation mining concession named “El Toro” the surveys and titles of which are currently registered on page 582 number 102 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0047-1);	
 		
 	33.	 	Exploitation mining concession named “Emmita” the surveys and titles of which are currently registered on page 329 number 66 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0009-9);	
 		
 	34.	 	Exploitation mining concessions named “Encarnación 1 al 10” the surveys and titles of which are currently registered on page 83 number 17 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0276-8);	
 		
 	35.	 	Exploitation mining concessions named “Escondida 1 al 2” the surveys and titles of which are currently registered on page 633 number 111 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0040-4);	
 		
 	36.	 	Exploitation mining concession named “Glady” the surveys and titles of which are currently registered on page 185 number 35 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0611-K);	
 		
 	37.	 	Exploitation mining concession named “Gloria” the surveys and titles of which are currently registered on page 149 number 29 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0609-8);	
 		
 	38.	 	Exploitation mining concession named “Guanaco” the surveys and titles of which are currently registered on page 333 number 68 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0363-2);	
 		
 	39.	 	Exploitation mining concessions named “Hermosa 1 al 3” the surveys and titles of which are currently registered on 120 page number 24 of the Property Registry of	

 

 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0059-5);	
 		
 	40.	 	Exploitation mining concession named “Hermosa” the surveys and titles of which are currently registered on page 179 number 34 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0617-9);	
 		
 	41.	 	Exploitation mining concession named “Huamachuco” the surveys and titles of which are currently registered on 120 page number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0332-2);	
 		
 	42.	 	Exploitation mining concession named “Infante” the surveys and titles of which are currently registered on page 327 number 65 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0012-9);	
 		
 	43.	 	Exploitation mining concession named “Invierno” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0334-9);	
 		
 	44.	 	Exploitation mining concession named “Jazmin” the surveys and titles of which are currently registered on page 746 number 123 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0343-8);	
 		
 	45.	 	Exploitation mining concession named “Las Dos Coloradas” the surveys and titles of which are currently registered on page 315 number 59 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0357-8);	
 		
 	46.	 	Exploitation mining concession named “Laura” the surveys and titles of which are currently registered on page 237 number 47 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0557-0);	
 		
 	47.	 	Exploitation mining concession named “Limari” the surveys and titles of which are currently registered on page 541 number 93 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0538-4);	
 		
 	48.	 	Exploitation mining concession named “Los Angeles” the surveys and titles of which are currently registered on page 122 over number 24 of the Property Registry of the Mines Registry of Coquimbo of the year 1960 (National Rol Nº 04106-0365-9);	
 		
 	49.	 	Exploitation mining concessions named “Los Veneros 1 al 114” the surveys and titles of which are currently registered on page 10 number 4 of the Property Registry of the Mines Registry Andacollo of the year 2007 (National Rol Nº 04104-1067-2);	

 

 	50.	 	Exploitation mining concessions named “Louisiana”, “Clarin”, “Alabama”, “Rosa”, “Colorada”, “Demasia”, “Florida”, “Tenesee” and “Maria” the surveys and titles of which are currently registered on page 74 number 15 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0342-K);	
 		
 	51.	 	Exploitation mining concessions named “Luz 1 al 6” the surveys and titles of which are currently registered on page 619 number 108 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0198-2);	
 		
 	52.	 	Exploitation mining concession named “Maravilla” the surveys and titles of which are currently registered on page 499 number 84 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0002-1);	
 		
 	53.	 	Exploitation mining concession named “Marta Elvira” the surveys and titles of which are currently registered on page 317 number 60 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0356-K);	
 		
 	54.	 	Exploitation mining concession named “Martina” the surveys and titles of which are currently registered on page 231 number 46 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0618-7);	
 		
 	55.	 	Exploitation mining concession named “Maruja Primera” the surveys and titles of which are currently registered on page 335 number 69 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0555-4);	
 		
 	56.	 	Exploitation mining concession named “Maruja Segunda” the surveys and titles of which are currently registered on page 750 number 124 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0554-6);	
 		
 	57.	 	Exploitation mining concession named “Miguel” the surveys and titles of which are currently registered on page 614 number 106 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0508-2);	
 		
 	58.	 	Exploitation mining concessions named “Nanita 1 al 65” the surveys and titles of which are currently registered on page 39 number 13 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0575-K);	

 

 	59.	 	Exploitation mining concession named “Negrita” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0005-6);	
 		
 	60.	 	Exploitation mining concessions named “Nelly 1 al 5” the surveys and titles of which are currently registered on page 304 number 56 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0576-8);	
 		
 	61.	 	Exploitation mining concession named “Ohio” the surveys and titles of which are currently registered on page 521 number 89 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0063-3);	
 		
 	62.	 	Exploitation mining concession named “Otoño” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0006-4);	
 		
 	63.	 	Exploitation mining concession named “Pelargonia” the surveys and titles of which are currently registered on page 557 number 96 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0328-4);	
 		
 	64.	 	Exploitation mining concession named “Perlita” the surveys and titles of which are currently registered on page 325 number 64 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0066-8);	
 		
 	65.	 	Exploitation mining concession named “Poderosa” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0335-7);	
 		
 	66.	 	Exploitation mining concession named “Preciosa” the surveys and titles of which are currently registered on page 217 number 41 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0359-4);	
 		
 	67.	 	Exploitation mining concession named “Primavera” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0336-5);	
 		
 	68.	 	Exploitation mining concession named “Protectora” the surveys and titles of which are currently registered on page 219 number 42 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0010-2);	
 		
 	69.	 	Exploitation mining concession named “Prudencio” the surveys and titles of which are currently registered on page 221 number 43 of the Property Registry of	

 

 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0360-8);	
 		
 	70.	 	Exploitation mining concession named “Reforma” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0060-9);	
 		
 	71.	 	Exploitation mining concession named “Relleno” the surveys and titles of which are currently registered on page 173 number 33 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0577-6);	
 		
 	72.	 	Exploitation mining concession named “Resguardo” the surveys and titles of which are currently registered on page 311 number 57 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0362-4);	
 		
 	73.	 	Exploitation mining concessions named “Rio Elqui Uno 1 al 33” the surveys and titles of which are currently registered on page 1160 number 229 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0928-3);	
 		
 	74.	 	Exploitation mining concessions named “Rio Elqui Dos 1 al 95” the surveys and titles of which are currently registered on page 1169 number 230 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0929-1);	
 		
 	75.	 	Exploitation mining concessions named “Rio Elqui Tres 1 al 53” the surveys and titles of which are currently registered on page 769 number 127 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0930-5);	
 		
 	76.	 	Exploitation mining concessions named “Rio Limari Dos 1 al 11” the surveys and titles of which are currently registered on page 788 number 129 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0932-1);	
 		
 	77.	 	Exploitation mining concessions named “Rio Limari Tres 1 al 70” the surveys and titles of which are currently registered on page 1178 number 231 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0933-K);	
 		
 	78.	 	Exploitation mining concessions named “Rio Limari Cuatro 1 al 82” the surveys and titles of which are currently registered on page 779 number 128 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0934-8);	

 

 	79.	 	Exploitation mining concession named “Roberto” the surveys and titles of which are currently registered on page 223 number 44 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0367-5);	
 		
 	80.	 	Exploitation mining concession named “Rojo Dos” the surveys and titles of which are currently registered on page 454 number 80 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0578-4);	
 		
 	81.	 	Exploitation mining concession named “Rosario” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0337-3);	
 		
 	82.	 	Exploitation mining concessions named “Rosario 54 al 65”, “Rosario 67” and “Rosario 89” which surveys and titles are currently registered on page 598 number 105 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0389-6);	
 		
 	83.	 	Exploitation mining concession named “Rosario 66” the surveys and titles of which are currently registered on page 70 number 14 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0559-7);	
 		
 	84.	 	Exploitation mining concessions named “Rosario 130 al 138” the surveys and titles of which are currently registered on page 34 number 12 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0629-2);	
 		
 	85.	 	Exploitation mining concessions named “Rosario 171/185” which surveys and titles are currently registered on page 586 number 103 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0631-4);	
 		
 	86.	 	Exploitation mining concessions named “Rosario 186 al 188” and “Rosario 193” which surveys and titles are currently registered on page 591 number 104 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0632-2);	
 		
 	87.	 	Exploitation mining concession named “Rosario 194” the surveys and titles of which are currently registered on page 80 number 16 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0633-0);	
 		
 	88.	 	Exploitation mining concession named “San Jose” the surveys and titles of which are currently registered on page 88 over number 11 of the Property Registry of the Mines Registry of Coquimbo of the year 1962 (National Rol Nº 04106-0065-K);	

 

 	89.	 	Exploitation mining concession named “San Lorenzo” the surveys and titles of which are currently registered on page 323 number 63 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0361-6);	
 		
 	90.	 	Exploitation mining concession named “San Miguel” the surveys and titles of which are currently registered on page 578 number 101 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0050-1);	
 		
 	91.	 	Exploitation mining concession named “San Pedro” the surveys and titles of which are currently registered on page 574 number 100 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0090-0);	
 		
 	92.	 	Exploitation mining concessions named “Sandra 1 al 3” the surveys and titles of which are currently registered on page 387 number 74 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0579-2);	
 		
 	93.	 	Exploitation mining concession named “Sandro” the surveys and titles of which are currently registered on page 247 number 49 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0580-6);	
 		
 	94.	 	Exploitation mining concession named “Sebastopol” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0007-2);	
 		
 	95.	 	Exploitation mining concession named “Soledad” the surveys and titles of which are currently registered on page 191 number 36 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0558-9);	
 		
 	96.	 	Exploitation mining concession named “Sonia Primera” the surveys and titles of which are currently registered on page 200 number 38 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0614-4);	
 		
 	97.	 	Exploitation mining concession named “Sonia Segunda “ the surveys and titles of which are currently registered on page 206 number 39 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0616-0);	
 		
 	98.	 	Exploitation mining concession named “Sonia Tercera “ the surveys and titles of which are currently registered on page 212 number 40 of the Property Registry of	

 

 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0615-2);	
 		
 	99.	 	Exploitation mining concession named “Sussy Primera “ the surveys and titles of which are currently registered on page 108 number 22 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0622-5);	
 		
 	100.	 	Exploitation mining concession named “Tarapaca “ the surveys and titles of which are currently registered on page 570 number 99 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0281-4);	
 		
 	101.	 	Exploitation mining concession named “Valdivia 1” the surveys and titles of which are currently registered on page 531 number 91 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0048-K);	
 		
 	102.	 	Exploitation mining concession named “Veranito 1” the surveys and titles of which are currently registered on page 659 number 116 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0280-6);	
 		
 	103.	 	Exploitation mining concession named “Verde Bajo” the surveys and titles of which are currently registered on page 313 number 58 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0011-0);	
 		
 	104.	 	Exploitation mining concessions named “Viejo 1 al 4” the surveys and titles of which are currently registered on page 546 number 94 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0094-3);	
 		
 	105.	 	Exploitation mining concessions named “Zapallo 1 al 3” the surveys and titles of which are currently registered on page 552 number 95 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0325-K);	
 		
 	106.	 	Exploitation mining concessions named “Esperanza 1 al 3” the surveys and titles of which are currently registered on page 19 number 12 of the Property Registry of the Mines Registry Andacollo of the year 2004 (National Rol Nº 04104-1053-2);	
 		
 	107.	 	Exploitation mining concessions named “Fuerza 1 al 24” the surveys and titles of which are currently registered on page 109 number 62 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1049-4);	

 

 	108.	 	Exploitation mining concessions named “Milla 1 al 10” the surveys and titles of which are currently registered on page 91 number 59 of the Property Registry of the Mines Registry Andacollo of the year 2003(National Rol Nº 04104-1050-8);	
 		
 	109.	 	Exploitation mining concessions named “Nuevo Mexico 1 al 40” the surveys and titles of which are currently registered on page 9 number 9 of the Property Registry of the Mines Registry Andacollo of the year 2004 (National Rol Nº 04106-0268-7);	
 		
 	110.	 	Exploitation mining concessions named “Osorno 1 al 8” the surveys and titles of which are currently registered on page 1098 number 213 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04106-0488-4);	
 		
 	111.	 	Exploitation mining concession named “Recife 1” the surveys and titles of which are currently registered on page 104 number 61 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1051-6);	
 		
 	112.	 	Exploitation mining concessions named “Remanso 1 al 30” the surveys and titles of which are currently registered on page 97 number 60 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1052-4);	
 		
 	113.	 	Exploitation mining concessions named “Rosa 1 al 15” the surveys and titles of which are currently registered on page 250 number 55 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04104-0959-3);	
 		
 	114.	 	Exploitation mining concessions named “Rosa Segunda 1 al 41” the surveys and titles of which are currently registered on page 232 number 53 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04104-0961-5); and	
 		
 	115.	 	Exploitation mining concessions named “Vicky 1/2” the surveys and titles of which are currently registered on page 167 number 32 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04104-0624-1).	

Exhibit 99.1

Royal Gold to Acquire Interest in the Gold Production from
Teck Cominco’s Andacollo Mine in Chile
      DENVER, COLORADO. APRIL 6, 2009: ROYAL GOLD, INC. (“Royal Gold”) (NASDAQ: RGLD; TSX: RGL) , a leading precious metals royalty company, announced that it has signed a definitive agreement with a subsidiary of Teck Cominco Limited (“Teck”) (TSX: TCK.A and TCK.B; NYSE: TCK), to acquire an interest in the gold production at the Andacollo mine located in Chile (“Andacollo Transaction”). The purchase price consists of $100 million in cash and approximately 4.5 million shares of Royal Gold common stock, each subject to potential adjustments as described below.
     Royal Gold will receive 75% of the gold produced from the sulfide portion of the Andacollo deposit until 910,000 payable ounces of gold have been sold, after which Royal Gold will receive 50% of all future payable gold production from the property.
     Tony Jensen, President and Chief Executive Officer of Royal Gold, commented, “This transaction is a unique opportunity and has all of the characteristics we look for in an acquisition. We are extremely pleased to partner with an experienced operator like Teck on this long-life project in the excellent host country of Chile. This is yet another great addition to our world-class gold royalty portfolio.”
     The Andacollo mine has been in production since 1996, producing copper cathodes from the oxide portion of the deposit. A mill and flotation circuit to produce copper and gold from the sulfide portion of the deposit, known as the “Hypogene Project,” is currently under construction. Teck expects the Hypogene Project to begin initial gold production in late calendar 2009 and reach commercial production in the first half of calendar 2010.
     Teck estimates the sulfide reserves to contain proven and probable mineral reserves of approximately 393.5 million tonnes grading 0.13 grams of gold per tonne. This equates to 1.6 million ounces of gold in the sulfide reserves which will be mined over 20 years of production. Over the first 10 years of the mine life, Teck expects production will average 53,000 ounces of gold and 76,000 tonnes of copper in concentrate annually. Royal Gold’s interest does not apply to the production of copper.
     William Heissenbuttel, Vice President of Corporate Development, added, “This transaction supports our long-term strategy of growing and diversifying our royalty portfolio, while maintaining our focus on gold. It also positions the Company to achieve high-quality royalty revenue for many years to come.”
 1 

 

     Pursuant to the acquisition agreement, the cash portion of the purchase price will be increased by 50% of the net proceeds from any underwritten public offering of common stock by Royal Gold in the next 90 days, and the stock portion of the purchase price will be decreased by 50% of the shares sold in any such offering. Royal Gold has also entered into a stockholder agreement with Teck and its subsidiary company which includes customary standstill provisions to vote in accordance with the recommendations of Royal Gold’s board of directors and limited transfer restrictions.
     The transaction is subject to completion of concentrate marketing for a specified percentage of production from the Andacollo mine, the condition that material governmental approvals are not withdrawn or challenged, satisfactory completion of certain limited outstanding due diligence and other customary closing conditions.
     Royal Gold is a precious metals royalty company engaged in the acquisition and management of precious metal royalty interests. The Company owns royalties on 117 properties on five continents, including royalties on 25 producing properties and 10 development stage properties. 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.”
For further information, please contact:
Karen Gross,
Vice President and Corporate Secretary
(303) 573-1660
Note: Management’s conference call reviewing the Andacollo transaction will be held today at 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time) and will be available by calling (800) 603-2779 (North America) or (973) 200-3960 (international), access #92620470. The call will be simultaneously broadcast on the Company’s web site at www.royalgold.com under the “Presentations” section.
 
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 expectations that the transaction will be completed as currently contemplated; that the transaction will grow and diversify our portfolio, that the transaction positions Royal Gold to achieve high-quality royalty revenue for many years to come; that Chile will remain a stable host country; that the life of reserves at Andacollo will be 20 years; the operator’s estimate of reserves and annual production for copper and gold; completion of construction of the Hypogene Project as currently anticipated by the operator; that Teck’s experience as an operator will prove beneficial to Royal Gold; and the estimate of when production is scheduled to commence. Factors that could cause actual results to differ materially from projections include, among others, precious metals prices, decisions and activities of the operator of the various properties, unanticipated grade, geological, metallurgical, processing or other problems the operator may encounter, changes in project parameters as plans continue to be refined, economic and market conditions, as well as other factors described elsewhere in this press release and in our Annual Report on Form 10-K/A, and other filings with the
 2 

 

Securities and Exchange Commission. In addition, acquired royalty interests on certain projects are subject to risks associated with conducting business in a foreign country, including application of foreign laws to contract and other disputes, foreign environmental laws and enforcement and uncertain political and economic environments. 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.
 3 

Exhibit 99.2
FORM OF AVIO AGREEMENT
     In Santiago Chile, on        of                       of 2009, before me,                                              , Notary Public of the                      Notary of Santiago, with domicile in                      number                      ,                       , appear: Mr.                      (individualize), on behalf of the contractual mining company Compañía Minera Carmen de Andacollo, Tax Payer Number                      , for these purposes both domiciled at                      street, number                      ,                      (hereinafter “ Minera Andacollo ”, “ Miner ” or “ Debtor ”), on one hand, and on the other, Mr.                      (individualize), on behalf of Royal Gold Inc., Tax Payer Number                      , for these purposes domiciled at                      street, number                      , (hereinafter also “ Royal Gold ”, “ Aviador ”, or “ Creditor ”); the appearing Parties of legal age, who evidence their identity with the referred to documents, and state as follows:
     WHEREAS:
A. Minera Andacollo owns and operates a copper mining project located near the town of Andacollo, Chile, and as part of such project is developing a hypogene copper-gold project (the “ Project ”) on the Mining Properties.
B. Minera Andacollo and Royal Gold entered into that certain Master Agreement dated as of April 3, 2009 (the “ Master Agreement ”), whereby Royal Gold has agreed to give the Miner the Cash, which will be used by Minera Andacollo in benefit of the exploitation of the Subject Properties. In accordance with the Master Agreement, the Royalty Agreement will also be executed between the Parties on the date hereof, but by a separate instrument, the proceeds of which Minera Anadacollo is fully free to use and spend.
C. Minera Andacollo and Royal Gold acknowledge that this Agreement is an aleatory agreement ( contrato aleatorio ) and thus payments hereunder are contingent on the proceeds obtained from the exploitation of the Subject Properties as provided in this Agreement.
D. Royal Gold acknowledges that copper is the main mineral exploited in the Subject Properties.
     NOW, THEREFORE, the Parties covenant and agree as follows:
     1.  Certain Defined Terms and Construction .
     (a) As used in this Agreement, the following capitalized terms shall have the following meanings:

 	(i)	 	“ Abandonment Property ” has the meaning set forth in Section 6(j).	
 		
 	(ii)	 	“ Affiliate ” means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, provided that the term “control” for purposes of this definition under this Agreement shall mean	

 

 	 	 	the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and provided, further that a Person who owns greater than 50% of any outstanding class of voting securities of any other Person shall be deemed to control such other Person.	
 		
 	(iii)	 	“ Agent ” means Juan Luis Ossa Bulnes, Samuel Lira Ovalle or Sergio Urrejola Monckeberg, each acting on behalf of either Royal Gold or Miner.	
 		
 	(iv)	 	“ Agreement ” means this Avío Agreement with all Exhibits and Schedules hereto.	
 		
 	(v)	 	“ Allowable Refining Charge ” has the meaning set forth in Section 3(e).	
 		
 	(vi)	 	“ Ancillary Property Rights ” mean any land and water rights owned, controlled, leased, mined or operated by or on behalf of Miner or any Affiliate of Miner on or after the date of this Agreement not included in the Mining Properties or the Subject Properties, but which are required for the development and operation of the Project.	
 		
 	(vii)	 	“ Applicable Rate ” has the meaning set forth in Section 3(c).	
 		
 	(viii)	 	“ Approvals ” mean any authorizations, licenses, permits, consents, waivers, grant notices, approvals, rulings, orders, certifications, exemptions, filings, variances, decrees, registrations, or other actions, whether written or oral, of, by, from or on behalf of any Governmental Authority or any other third party, together with all easements, rights-of-way and other rights to access or use property.	
 		
 	(ix)	 	“ Avío ” has the meaning set forth in Section 2(b).	
 		
 	(x)	 	“ Avío Agreement ” means this Avío Agreement with all Exhibits and Schedules hereto.	
 		
 	(xi)	 	“ Aviador ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xii)	 	“ Cash ” has the meaning set forth in Section 2(b).	
 		
 	(xiii)	 	“ Closing Date ” has the meaning set forth in Section 2(c).	
 		
 	(xiv)	 	“ Condiciones Suspensivas ” has the meaning set forth in Section 2(a).	
 		
 	(xv)	 	“ Confidential Information ” has the meaning set forth in Section 5(g).	
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 	(xvi)	 	“ Creditor ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xvii)	 	“ Debtor ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xviii)	 	“ Deed of Cancellation ” has the meaning set forth in Section 2(a).	
 		
 	(xix)	 	“ Deed of Release ” has the meaning set forth in Section 2(a).	
 		
 	(xx)	 	“ Dispute ” means a dispute arising out of, or connected with, this Agreement or any legal relationship associated with, or derived from, this Agreement (including any dispute related to the Deed of Release regardless of when it arises), provided, however , that any dispute arising before November 16, 2009 related to the interpretation, waiver or satisfaction of the Condiciones Suspensivas shall not be considered a Dispute for purposes of this Agreement and shall be resolved as provided in the Master Agreement. For further clarification, any dispute under the Master Agreement or the Royalty Agreement shall not be considered a Dispute for the purposes of this Agreement.	
 		
 	(xxi)	 	“ Environmental Laws ” mean Governmental Requirements relating to pollution or protection of the environment, including, without limitation, Governmental Requirements relating to emissions, discharges, or releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes which are applicable to the Subject Properties, the Project , the other assets owned, controlled or managed by Miner which are used on or in connection with the Subject Properties, the Ancillary Property Rights or the Project or to the activities of Miner on or in connection with the Subject Properties, the Ancillary Property Rights or the Project.	
 		
 	(xxii)	 	“ Force Majeure ” has the meaning set forth in Section 7(g).	
 		
 	(xxiii)	 	“ Fundamental Process Change ” means a material change in the process circuit of the Project consisting of an addition of equipment or the reconfiguration of existing equipment for the purposes of recovering additional minerals, as by-products or co-products or a similar change in the processing method by which copper is produced, provided, however , that a Fundamental Process Change shall not include changes in reagents,	
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               	  	 	changes in grinding rates or media, the addition, elimination, reconfiguration or modification of pumping or piping or other flotation or support equipment, changes in concentrate grade or tailings targets, or the replacement of mill equipment, which are in any case implemented in the ordinary course of business, a shut-down of mining operations generally, or any change to the metallurgical process that is necessary or desirable to facilitate compliance with any Governmental Requirement, including any Environmental Law.	

 	(xxiv)	 	“ Governmental Authority ” means the government of Chile or any state, provincial, territorial, divisional, county, regional, city or other political subdivision of Chile and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction, including over the Project, the Ancillary Property Rights or the Subject Properties.	
 		
 	(xxv)	 	“ Governmental Requirement ” means any law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, approval or other direction or requirement of any Governmental Authority.	
 		
 	(xxvi)	 	“ ICC ” has the meaning set forth in Section 7(b)(ii).	
 		
 	(xxvii)	 	“ Irrevocable Mandate ” means the Irrevocable Mandate executed between Royal Gold and Miner by means of a public deed granted on the date hereof.	
 		
 	(xxviii)	 	“ Lien ” means, as to any property or asset owned or held by a Person, any mortgage, deed of trust, lien, pledge, charge, security interest, preferential right, assignment, option, production payment or royalty (which for greater certainty excludes any Metal Sales Contract), avío according to the Mining Code or other encumbrance in, on or to, or any interest or title of any vendor, lessor, purchaser or other secured party to, or interest or title of any Person under any conditional sale or other title retention agreement or capital lease with respect to, such property or asset, the signing of any mortgage, deed of trust, pledge, charge, security agreement, assignment or similar instrument with respect to such property or asset, or the signing or filing of a financing statement with respect to such property or asset which names such Person as debtor, or the signing of any security agreement authorizing any other party as the secured party thereunder to file any financing statement with respect to such property or asset.	
 		
 	(xxix)	 	“ Losses ” has the meaning set forth in Section 7(e)(i).	
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 	(xxx)	 	“ Master Agreement ” has the meaning set forth Recital B of this Agreement.	

 	(xxxi)	 	“ Material Adverse Effect ” means any change, effect, event, or occurrence that, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the Project, or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Miner, each either considered as a whole or collectively in their entirety, as the case may be, other than any change, effect, event or occurrence in or relating to:	

 	(A)	 	changes in general political, economic or financial conditions, whether domestic or international in either case, including changes or disruptions in securities, currency exchange, real property, labour or commodities markets (including without limitation gold or copper prices), except to the extent that such changes adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Miner, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(B)	 	acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest, except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Miner, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(C)	 	changes in applicable law or changes in generally accepted accounting principles, except to the extent that such changes in applicable law or changes in generally accepted accounting principles affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Miner, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile; or	
 		
 	(D)	 	changes due to disruption of power, labour, utilities, water,	
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 	 	 	supply and transportation systems, except to the extent that such changes affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Miner, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile.	

 	(xxxii)	 	“ Materials ” has the meaning set forth in Section 6(i).	
 		
 	(xxxiii)	 	“ Material Agreements ” mean all Metal Sales Contracts, and all other material contracts, agreements, leases, instruments and other material binding commitments and undertakings of Miner necessary for the development and operation of the Project.	
 		
 	(xxxiv)	 	“ Metal Sales Contract ” means any contract between Miner and any smelter, refiner or other processor or purchaser for the sale, refining or other beneficiation of Subject Minerals in any form, including concentrates, that have been produced from the Subject Properties.	
 		
 	(xxxv)	 	“ Miner” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xxxvi)	 	“ Minera Andacollo ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xxxvii)	 	“ Mining Properties ” mean the exploitation mining concessions set forth in Section 1(d).	
 		
 	(xxxviii)	 	“ Net Reference Price ” has the meaning set forth in Section 3(f).	
 		
 	(xxxix)	 	“ Parties ” mean Miner and Royal Gold.	
 		
 	(xl)	 	“Payable Factor” means for gold contained in copper concentrate, the then effective gold payable percentage in the Metal Sales Contract governing sales of such copper concentrate.	
 		
 	(xli)	 	“ Payable Subject Minerals ” has the meaning set forth in Section 3(b).	
 		
 	(xlii)	 	“ Person ” means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other entity, or a Governmental Authority.	
 		
 	(xliii)	 	“ Project ” has the meaning set forth in Recital A to this Agreement.	
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 	(xliv)	 	“ Project Studies ” mean all feasibility studies and all geological, reserve, engineering, metallurgical and financial data and evaluations of the Project, the Ancillary Property Rights and the Subject Properties prepared by or for the benefit of Miner or otherwise in the possession and control of Miner which would reasonably be expected to be material to Royal Gold and made available to Royal Gold prior to the signing of the Master Agreement.	
 		
 	(xlv)	 	“ Quarterly Adjustment ” has the meaning set forth in Section 4(c).	
 		
 	(xlvi)	 	“ Recovery Test Completion Date ” means the date on which the Miner has demonstrated to the satisfaction of Royal Gold, acting reasonably, a metallurgical recovery rate of at least 61% of the gold contained in ore milled over any period of 90 consecutive days, determined in accordance with Schedule A , which period shall not commence until at least 180 days following initial mill start-up. This Schedule A , which is duly signed by the appearing Parties, is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under the same number of the same.	
 		
 	(xlvii)	 	“ Reference Price ” has the meaning set forth in Section 3(d).	
 		
 	(xlviii)	 	“Representatives ” has the meaning set forth in Section 5(g).	
 		
 	(xlix)	 	“ Royal Gold ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(l)	 	“ Royalty ” has the meaning set forth in Section 3(a).	
 		
 	(li)	 	“ Royalty Agreement ” means that certain Royalty Agreement between Royal Gold and Minera Andacollo of even date herewith.	
 		
 	(lii)	 	“ Royalty Statement ” has the meaning set forth in Section 4(b).	
 		
 	(liii)	 	“ Subject Minerals ” mean all gold mined and beneficiated from the Subject Properties and recovered in whatever form, including in concentrates, based on the actual metallurgical recovery rate, provided, however , that during the period between:	
(A) the date which is six months after the first introduction of ore to the mill; and
(B) the Recovery Test Completion Date,
the amount of Subject Minerals shall be determined using a metallurgical
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recovery rate of 61% of the gold contained in ore milled, regardless of the actual metallurgical recovery rate. For the avoidance of doubt, as an example of the manner of the determination of the Subject Minerals during this period prior to the Recovery Test Completion Date and as illustration of the intent of the Parties with respect to such determination:
If there are 1,000 troy ounces of gold contained in the ore milled during a calendar month which is more than six months after the first introduction of ore to the mill but before the Recovery Test Completion Date, the Subject Minerals for such month shall be 610 troy ounces regardless of whether the actual metallurgical recovery rate for such month is greater than or less than 61%. For the purposes of the foregoing, the gold contained in ore milled shall be calculated in accordance with Schedule A .
and provided further , for greater certainty, any gold contained within slimes produced from the processing of oxide copper mineralization and associated copper cathode production from the supergene deposit on the Subject Properties through the Miner’s SX-EW plant will be deemed not to be Subject Minerals for the purposes of this Agreement.

 	(liv)	 	“ Subject Properties ” mean (A) the Mining Properties and (B) any other exploitation mining concessions that are acquired or constituted by Miner or any Affiliate of Miner, that are or may be in the future totally or partially located within the Universal Transverse Mercator coordinates described in Part II of Schedule B , which duly signed by the appearing Parties is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under number [___], and for greater certainty are or will from time to time be part of the Mining Properties and the Subject Properties and, therefore, are or will from time to time be subject to this Agreement, and for further certainty exclude any exploitation mining concessions located entirely outside the Universal Transverse Mercator coordinates described in Part II of Schedule B .	
 		
 	(lv)	 	“ Subsidiary ” means any corporation, association or other business entity more than 50% of each class of equity or voting securities of which is owned, directly or indirectly, by any Person.	
 		
 	(lvi)	 	“ Taxes ” mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by or on behalf of any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.	
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 	(lvii)	 	“ Transfer ” has the meaning set forth in Section 6(o)(i).	
     (b) In this Agreement:

 	(i)	 	unless the context otherwise clearly requires, (A) references to the plural include the singular, and references to the singular include the plural; (B) the words “ include ,” “ includes ,” and “ including ” do not limit the preceding terms or words and shall be deemed to be followed by the words “ without limitation ”; (C) the terms “ hereof ,” “ herein ,” “ hereunder ,” “ hereto ,” and similar terms refer to this entire Agreement and not to any particular provision of this Agreement; (D) “ or ” is used in the inclusive sense of “ and/or ”; (E) if a word or phrase is defined, then its other grammatical or derivative forms have a corresponding meaning; (F) unless otherwise specified, the terms “ day ” and “ days ” mean and refer to calendar day(s); (G) the terms “ business day ” and “ business days ” mean and refer to any day other than a Saturday, Sunday, federal statutory holiday in the United States of America, or statutory holiday in Chile; and (H) if any action, including a payment hereunder, is required to be taken pursuant to this Agreement on or by a specified date that is not a business day, the action is valid if taken on or by the next business day.	
 		
 	(ii)	 	unless otherwise specified, all references to articles, sections, and exhibits are to the Articles, Sections, and Exhibits of this Agreement;	
 		
 	(iii)	 	the headings of the Sections of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and	
 		
 	(iv)	 	except where otherwise expressly provided, all monetary amounts are stated and shall be paid in the currency of the United States of America.	
     (c) This Agreement shall be construed according to its fair meaning, taken as a whole, as if the Parties had prepared it jointly, not as if prepared by one of the Parties.
     (d) Miner owns the following exploitation mining concessions:

 	1.	 	Exploitation mining concession named “Aconcagua” the surveys and titles of which are currently registered on page 507 number 86 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04106-0046-3);	
 		
 	2.	 	Exploitation mining concession named “Adolfo” the surveys and titles of which are currently registered on page 616 number 107 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0366-7);	
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 	3.	 	Exploitation mining concession named “Aguada” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0057-9);	
 		
 	4.	 	Exploitation mining concessions named “Aldo 1 to 50” the surveys and titles of which are currently registered on page 441 number 79 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0569-5);	
 		
 	5.	 	Exploitation mining concession named “Andrea” the surveys and titles of which are currently registered on page 242 number 48 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0594-6);	
 		
 	6.	 	Exploitation mining concessions named “Anita 1 al 15” the surveys and titles of which are currently registered on page 260 number 52 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0385-3);	
 		
 	7.	 	Exploitation mining concessions named “Antofagasta 1 al 2” the surveys and titles of which are currently registered on page 536 number 92 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0089-7);	
 		
 	8.	 	Exploitation mining concessions named “Antonio 1 al 17” the surveys and titles of which are currently registered on page 275 number 54 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0571-7);	
 		
 	9.	 	Exploitation mining concessions named “Antonio 1 al 23” the surveys and titles of which are currently registered on page 28 number 8 of the Property Registry of the Mines Registry of Ovalle of the year 1996 (National Rol Nº 04202-0295-4);	
 		
 	10.	 	Exploitation mining concession named “Arica” the surveys and titles of which are currently registered on page 527 number 90 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0282-2);	
 		
 	11.	 	Exploitation mining concession named “Atacama” the surveys and titles of which are currently registered on page 517 number 88 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0049-8);	
 		
 	12.	 	Exploitation mining concessions named “Blanca 1 al 2” the surveys and titles of which are currently registered on page 306 number 123 of the Property Registry of the Mines Registry of Ovalle of the year 1991 (National Rol Nº 04202-0202-4);	
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 	13.	 	Exploitation mining concessions named “Blanca Estela 1 al 2” the surveys and titles of which are currently registered on page 34 number 10 of the Property Registry of the Mines Registry Andacollo of the year 1994 (National Rol Nº 04106-0106-0) ;	
 		
 	14.	 	Exploitation mining concession named “Blanquita” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0058-7);	
 		
 	15.	 	Exploitation mining concession named “Carmen” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0330-6);	
 		
 	16.	 	Exploitation mining concession named “Carmen Bajo” the surveys and titles of which are currently registered on page 321 number 62 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0364-0);	
 		
 	17.	 	Exploitation mining concession named “Cautin” the surveys and titles of which are currently registered on page 511 number 87 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0283-0 );	
 		
 	18.	 	Exploitation mining concessions named “Chifute 1 al 8” the surveys and titles of which are currently registered on page 707 number 119 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0277-6);	
 		
 	19.	 	Exploitation mining concessions named “Chorrillo”, “Chorrillo Segunda” and “Chorrillo Tercera” which surveys and titles are currently registered on page 629 number 110 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0213-K);	
 		
 	20.	 	Exploitation mining concessions named “Churque 1 al 100” the surveys and titles of which are currently registered on page 287 number 55 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0263-6);	
 		
 	21.	 	Exploitation mining concessions named “Churque 1 al 4” the surveys and titles of which are currently registered on page 566 number 98 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0326-8);	
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 	22.	 	Exploitation mining concessions named “Churque 5 al 9” the surveys and titles of which are currently registered on page 255 number 51 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0386-1);	
 		
 	23.	 	Exploitation mining concession named “Clavel” the surveys and titles of which are currently registered on page 521 number 89 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0062-5);	
 		
 	24.	 	Exploitation mining concessions named “Cobre Morado 1 al 10” the surveys and titles of which are currently registered on page 15 number 9 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04106-0474-4);	
 		
 	25.	 	Exploitation mining concession named “Compañia” the surveys and titles of which are currently registered on page 331 number 67 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0355-1);	
 		
 	26.	 	Exploitation mining concessions named “Complemento 1 al 10” the surveys and titles of which are currently registered on page 266 number 53 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0573-3);	
 		
 	27.	 	Exploitation mining concession named “Condella” the surveys and titles of which are currently registered on page 623 number 109 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0552-K);	
 		
 	28.	 	Exploitation mining concession named “Coquimbana” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0329-2);	
 		
 	29.	 	Exploitation mining concession named “Coquimbo” the surveys and titles of which are currently registered on page 319 number 61 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0358-6);	
 		
 	30.	 	Exploitation mining concession named “Culebron” the surveys and titles of which are currently registered on page 562 number 97 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0015-3);	
 		
 	31.	 	Exploitation mining concession named “Desempeño” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of	
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 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0331-4);	

 	32.	 	Exploitation mining concession named “El Toro” the surveys and titles of which are currently registered on page 582 number 102 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0047-1);	
 		
 	33.	 	Exploitation mining concession named “Emmita” the surveys and titles of which are currently registered on page 329 number 66 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0009-9);	
 		
 	34.	 	Exploitation mining concessions named “Encarnación 1 al 10” the surveys and titles of which are currently registered on page 83 number 17 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0276-8);	
 		
 	35.	 	Exploitation mining concessions named “Escondida 1 al 2” the surveys and titles of which are currently registered on page 633 number 111 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0040-4);	
 		
 	36.	 	Exploitation mining concession named “Glady” the surveys and titles of which are currently registered on page 185 number 35 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0611-K);	
 		
 	37.	 	Exploitation mining concession named “Gloria” the surveys and titles of which are currently registered on page 149 number 29 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0609-8);	
 		
 	38.	 	Exploitation mining concession named “Guanaco” the surveys and titles of which are currently registered on page 333 number 68 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0363-2);	
 		
 	39.	 	Exploitation mining concessions named “Hermosa 1 al 3” the surveys and titles of which are currently registered on 120 page number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0059-5);	
 		
 	40.	 	Exploitation mining concession named “Hermosa” the surveys and titles of which are currently registered on page 179 number 34 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0617-9);	
 		
 	41.	 	Exploitation mining concession named “Huamachuco” the surveys and titles of which are currently registered on 120 page number 24 of the Property Registry of	
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 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0332-2);	
 		
 	42.	 	Exploitation mining concession named “Infante” the surveys and titles of which are currently registered on page 327 number 65 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0012-9);	
 		
 	43.	 	Exploitation mining concession named “Invierno” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0334-9);	
 		
 	44.	 	Exploitation mining concession named “Jazmin” the surveys and titles of which are currently registered on page 746 number 123 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0343-8);	
 		
 	45.	 	Exploitation mining concession named “Las Dos Coloradas” the surveys and titles of which are currently registered on page 315 number 59 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0357-8);	
 		
 	46.	 	Exploitation mining concession named “Laura” the surveys and titles of which are currently registered on page 237 number 47 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0557-0);	
 		
 	47.	 	Exploitation mining concession named “Limari” the surveys and titles of which are currently registered on page 541 number 93 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0538-4);	
 		
 	48.	 	Exploitation mining concession named “Los Angeles” the surveys and titles of which are currently registered on page 122 over number 24 of the Property Registry of the Mines Registry of Coquimbo of the year 1960 (National Rol Nº 04106-0365-9);	
 		
 	49.	 	Exploitation mining concessions named “Los Veneros 1 al 114” the surveys and titles of which are currently registered on page 10 number 4 of the Property Registry of the Mines Registry Andacollo of the year 2007 (National Rol Nº 04104-1067-2) ;	
 		
 	50.	 	Exploitation mining concessions named “Louisiana”, “Clarin”, “Alabama”, “Rosa”, “Colorada”, “Demasia”, “Florida”, “Tenesee” and “Maria” the surveys and titles of which are currently registered on page 74 number 15 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0342-K);	
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 	51.	 	Exploitation mining concessions named “Luz 1 al 6” the surveys and titles of which are currently registered on page 619 number 108 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0198-2);	
 		
 	52.	 	Exploitation mining concession named “Maravilla” the surveys and titles of which are currently registered on page 499 number 84 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0002-1);	
 		
 	53.	 	Exploitation mining concession named “Marta Elvira” the surveys and titles of which are currently registered on page 317 number 60 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0356-K);	
 		
 	54.	 	Exploitation mining concession named “Martina” the surveys and titles of which are currently registered on page 231 number 46 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0618-7);	
 		
 	55.	 	Exploitation mining concession named “Maruja Primera” the surveys and titles of which are currently registered on page 335 number 69 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0555-4);	
 		
 	56.	 	Exploitation mining concession named “Maruja Segunda” the surveys and titles of which are currently registered on page 750 number 124 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0554-6);	
 		
 	57.	 	Exploitation mining concession named “Miguel” the surveys and titles of which are currently registered on page 614 number 106 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0508-2);	
 		
 	58.	 	Exploitation mining concessions named “Nanita 1 al 65” the surveys and titles of which are currently registered on page 39 number 13 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0575-K);	
 		
 	59.	 	Exploitation mining concession named “Negrita” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0005-6);	
 		
 	60.	 	Exploitation mining concessions named “Nelly 1 al 5” the surveys and titles of which are currently registered on page 304 number 56 of the Property Registry of	
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 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0576-8);	
 		
 	61.	 	Exploitation mining concession named “Ohio” the surveys and titles of which are currently registered on page 521 number 89 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0063-3);	
 		
 	62.	 	Exploitation mining concession named “Otoño” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0006-4);	
 		
 	63.	 	Exploitation mining concession named “Pelargonia” the surveys and titles of which are currently registered on page 557 number 96 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0328-4);	
 		
 	64.	 	Exploitation mining concession named “Perlita” the surveys and titles of which are currently registered on page 325 number 64 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0066-8);	
 		
 	65.	 	Exploitation mining concession named “Poderosa” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0335-7);	
 		
 	66.	 	Exploitation mining concession named “Preciosa” the surveys and titles of which are currently registered on page 217 number 41 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0359-4);	
 		
 	67.	 	Exploitation mining concession named “Primavera” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0336-5);	
 		
 	68.	 	Exploitation mining concession named “Protectora” the surveys and titles of which are currently registered on page 219 number 42 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0010-2);	
 		
 	69.	 	Exploitation mining concession named “Prudencio” the surveys and titles of which are currently registered on page 221 number 43 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0360-8);	
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 	70.	 	Exploitation mining concession named “Reforma” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0060-9);	
 		
 	71.	 	Exploitation mining concession named “Relleno” the surveys and titles of which are currently registered on page 173 number 33 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0577-6);	
 		
 	72.	 	Exploitation mining concession named “Resguardo” the surveys and titles of which are currently registered on page 311 number 57 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0362-4);	
 		
 	73.	 	Exploitation mining concessions named “Rio Elqui Uno 1 al 33” the surveys and titles of which are currently registered on page 1160 number 229 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0928-3);	
 		
 	74.	 	Exploitation mining concessions named “Rio Elqui Dos 1 al 95” the surveys and titles of which are currently registered on page 1169 number 230 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0929-1);	
 		
 	75.	 	Exploitation mining concessions named “Rio Elqui Tres 1 al 53” the surveys and titles of which are currently registered on page 769 number 127 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0930-5);	
 		
 	76.	 	Exploitation mining concessions named “Rio Limari Dos 1 al 11” the surveys and titles of which are currently registered on page 788 number 129 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0932-1);	
 		
 	77.	 	Exploitation mining concessions named “Rio Limari Tres 1 al 70” the surveys and titles of which are currently registered on page 1178 number 231 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0933-K);	
 		
 	78.	 	Exploitation mining concessions named “Rio Limari Cuatro 1 al 82” the surveys and titles of which are currently registered on page 779 number 128 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0934-8);	
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 	79.	 	Exploitation mining concession named “Roberto” the surveys and titles of which are currently registered on page 223 number 44 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0367-5);	
 		
 	80.	 	Exploitation mining concession named “Rojo Dos” the surveys and titles of which are currently registered on page 454 number 80 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0578-4);	
 		
 	81.	 	Exploitation mining concession named “Rosario” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0337-3);	
 		
 	82.	 	Exploitation mining concessions named “Rosario 54 al 65”, “Rosario 67” and “Rosario 89” which surveys and titles are currently registered on page 598 number 105 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0389-6);	
 		
 	83.	 	Exploitation mining concession named “Rosario 66” the surveys and titles of which are currently registered on page 70 number 14 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0559-7);	
 		
 	84.	 	Exploitation mining concessions named “Rosario 130 al 138” the surveys and titles of which are currently registered on page 34 number 12 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0629-2);	
 		
 	85.	 	Exploitation mining concessions named “Rosario 171/185” which surveys and titles are currently registered on page 586 number 103 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0631-4);	
 		
 	86.	 	Exploitation mining concessions named “Rosario 186 al 188” and “Rosario 193” which surveys and titles are currently registered on page 591 number 104 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0632-2);	
 		
 	87.	 	Exploitation mining concession named “Rosario 194” the surveys and titles of which are currently registered on page 80 number 16 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0633-0);	
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 	88.	 	Exploitation mining concession named “San Jose” the surveys and titles of which are currently registered on page 88 over number 11 of the Property Registry of the Mines Registry of Coquimbo of the year 1962 (National Rol Nº 04106-0065-K);	
 		
 	89.	 	Exploitation mining concession named “San Lorenzo” the surveys and titles of which are currently registered on page 323 number 63 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0361-6);	
 		
 	90.	 	Exploitation mining concession named “San Miguel” the surveys and titles of which are currently registered on page 578 number 101 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0050-1);	
 		
 	91.	 	Exploitation mining concession named “San Pedro” the surveys and titles of which are currently registered on page 574 number 100 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0090-0);	
 		
 	92.	 	Exploitation mining concessions named “Sandra 1 al 3” the surveys and titles of which are currently registered on page 387 number 74 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0579-2);	
 		
 	93.	 	Exploitation mining concession named “Sandro” the surveys and titles of which are currently registered on page 247 number 49 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0580-6);	
 		
 	94.	 	Exploitation mining concession named “Sebastopol” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0007-2);	
 		
 	95.	 	Exploitation mining concession named “Soledad” the surveys and titles of which are currently registered on page 191 number 36 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0558-9);	
 		
 	96.	 	Exploitation mining concession named “Sonia Primera” the surveys and titles of which are currently registered on page 200 number 38 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0614-4);	
 		
 	97.	 	Exploitation mining concession named “Sonia Segunda “ the surveys and titles of which are currently registered on page 206 number 39 of the Property Registry of	
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 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0616-0);	
 		
 	98.	 	Exploitation mining concession named “Sonia Tercera “ the surveys and titles of which are currently registered on page 212 number 40 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0615-2);	
 		
 	99.	 	Exploitation mining concession named “Sussy Primera “ the surveys and titles of which are currently registered on page 108 number 22 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0622-5);	
 		
 	100.	 	Exploitation mining concession named “Tarapaca “ the surveys and titles of which are currently registered on page 570 number 99 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0281-4);	
 		
 	101.	 	Exploitation mining concession named “Valdivia 1” the surveys and titles of which are currently registered on page 531 number 91 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0048-K);	
 		
 	102.	 	Exploitation mining concession named “Veranito 1” the surveys and titles of which are currently registered on page 659 number 116 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0280-6);	
 		
 	103.	 	Exploitation mining concession named “Verde Bajo” the surveys and titles of which are currently registered on page 313 number 58 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0011-0);	
 		
 	104.	 	Exploitation mining concessions named “Viejo 1 al 4” the surveys and titles of which are currently registered on page 546 number 94 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0094-3);	
 		
 	105.	 	Exploitation mining concessions named “Zapallo 1 al 3” the surveys and titles of which are currently registered on page 552 number 95 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0325-K);	
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 	106.	 	Exploitation mining concessions named “Esperanza 1 al 3” the surveys and titles of which are currently registered on page 19 number 12 of the Property Registry of the Mines Registry Andacollo of the year 2004 (National Rol Nº 04104-1053-2);	
 		
 	107.	 	Exploitation mining concessions named “Fuerza 1 al 24” the surveys and titles of which are currently registered on page 109 number 62 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1049-4);	
 		
 	108.	 	Exploitation mining concessions named “Milla 1 al 10” the surveys and titles of which are currently registered on page 91 number 59 of the Property Registry of the Mines Registry Andacollo of the year 2003(National Rol Nº 04104-1050-8);	
 		
 	109.	 	Exploitation mining concessions named “Nuevo Mexico 1 al 40” the surveys and titles of which are currently registered on page 9 number 9 of the Property Registry of the Mines Registry Andacollo of the year 2004 (National Rol Nº 04106-0268-7);	
 		
 	110.	 	Exploitation mining concessions named “Osorno 1 al 8” the surveys and titles of which are currently registered on page 1098 number 213 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04106-0488-4);	
 		
 	111.	 	Exploitation mining concession named “Recife 1” the surveys and titles of which are currently registered on page 104 number 61 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1051-6);	
 		
 	112.	 	Exploitation mining concessions named “Remanso 1 al 30” the surveys and titles of which are currently registered on page 97 number 60 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1052-4);	
 		
 	113.	 	Exploitation mining concessions named “Rosa 1 al 15” the surveys and titles of which are currently registered on page 250 number 55 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04104-0959-3);	
 		
 	114.	 	Exploitation mining concessions named “Rosa Segunda 1 al 41” the surveys and titles of which are currently registered on page 232 number 53 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04104-0961-5); and	
 		
 	115.	 	Exploitation mining concessions named “Vicky 1/2” the surveys and titles of which are currently registered on page 167 number 32 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04104-0624-1).	
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2. Avío Agreement .
     (a) Minera Andacollo and Royal Gold agree herein to a simple and determined avío agreement that is governed by the terms and conditions set forth hereto and its corresponding Exhibits and Schedules and by the regulations contained in Third Paragraph of Title XI of the Mining Code, the Civil Code and other relevant regulations in those matters not addressed herein.
     This Avío Agreement is subject to the satisfaction or waiver of the conditions for effectiveness ( condiciones suspensivas ) set forth herein and in Schedule C (the “ Condiciones Suspensivas ”), including but not limited to the registration of this Agreement and prohibitions mentioned under Section 6 (p) and the payment to Miner of the Cash mentioned hereto below. This Schedule C , duly signed by the appearing Parties, is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under the same number of the same. This Agreement and its registration or annotation related thereto, including those relating to the prohibitions mentioned under Sections 6(p), will terminate immediately, ipso facto, without the need of any declaration, judicial or otherwise, further action from, or document executed by, any of the Parties, if the Condiciones Suspensivas have not been satisfied or waived on or before November 16, 2009, which circumstance for all legal purposes will be demonstrated solely by the lack of execution by the Parties of a public deed granted on this same Notarial Office on or before November 16, 2009, leaving record of the satisfaction or waiver of the Condiciones Suspensivas and expressly waiving their right to request the termination ( resolución ) of the sale of the Royalty, as provided in articles 1489 and 1873 of the Chilean Civil Code (the “ Deed of Release ”). If this Agreement has terminated as provided above (i) Miner will be entitled to request to Royal Gold’s Agent, as provided in the Irrevocable Mandate, to execute on behalf of Royal Gold and together with Miner, a public deed whereby it is declared that this Agreement has terminated because the Condiciones Suspensivas have failed, and including any provision considered necessary or desirable to request the cancellation of the registrations eventually made as provided herein (the “ Deed of Cancellation ”) and (ii) Royal Gold will be entitled to request to Miner’s Agent, as provided in the Irrevocable Mandate, to execute on behalf of Miner and together with Royal Gold, a Deed of Cancellation. In accordance with article 1813 of the Chilean Civil Code, the Parties hereby expressly state that the Royalty is an aleatory payment ( pago aleatorio ) contingent on the proceeds obtained from the exploitation of the Subject Properties and thus the sale of the same is not subject to the condition that such proceeds exist. The Royalty shall be calculated in accordance with Section 3 below.
     (b)  Avío to be delivered by Aviador to Miner . By this instrument, Royal Gold obliges itself to give to Minera Andacollo as an avío the sum of $95,000,000, in immediately available funds (the “ Cash ” or “Avío” ).
     The Cash shall be paid on the Closing Date by paying $95,000,000 in cash or immediately available funds, by means of an electronic transfer of funds in that exact amount. Upon payment of the Cash and satisfaction or waiver of the other Condiciones Suspensivas, the
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Parties shall execute a Deed of Release which for greater clarity will be on the date the last of the Condiciones Suspensivas has been satisfied or waived.
     (c) As used in this Agreement, “ Closing Date ” means the later of the date:

 	(i)	 	to be designated by Royal Gold, which date shall be no later than the fifth business day after Royal Gold and its Chilean counsel have received, to their reasonable satisfaction:	

 	(A)	 	for each of the Subject Properties, the following certificates from the relevant Mining Register: (X) mortgages and encumbrances, (Y) interdictions and prohibitions, and (Z) ownership; and	
 		
 	(B)	 	authorized copies of the registrations made evidencing the Avío Agreement and grant of prohibition contemplated therein and the mortgages and grant of prohibition under the Royalty Agreement;	

 	(ii)	 	that is mutually agreed to in writing by the Parties; and	
 		
 	(iii)	 	that is ten business days after the date designated by Royal Gold pursuant to Section 2(c)(i) or mutually agreed by the Parties pursuant to Section 2(c)(ii), as the case may be; provided that Miner has delivered written notice to Royal Gold pursuant to Section 2(a)(vii)(A) of Schedule C , and Royal Gold has delivered written notice to Miner of its intention to postpone the Closing Date by ten business days,	
provided, however that each of the other Condiciones Suspensivas (other than the conditions which by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of each of such conditions) shall have been satisfied or waived as of the designated or agreed date.
     (d) The appearing Parties leave on record that the following covenants have been considered essential elements for entering into this Avío Agreement:

 	(i)	 	Miner shall invest the Avío for the benefit of the exploitation of the Subject Properties, particularly the construction, development and operation of the Project;	
 		
 	(ii)	 	That after the delivery of the Cash to Miner the Subject Properties will be free and clear of any Lien (other than any Lien created by this Agreement or the Royalty Agreement or as set forth in Schedule 3(h) of the Master Agreement); and	
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 	(iii)	 	In exchange, Aviador will only receive from Miner a Royalty that will be calculated according to Section 3.	
     (e)  Determined Avío . Aviador and Miner leave on record that this Agreement is a determined Avío, since it is agreed for the amount of Cash described Section 2(b). Additionally, the Parties leave on record that the term of this Avío Agreement will be 50 years from its execution date.
     (f)  Waiver of Rights by Miner . Pursuant to Article 12 of the Chilean Civil Code, Miner hereby waives the right contemplated in Article 210, paragraph second, of the Mining Code, this is, it waives the right to unilaterally terminate this Agreement by disposing of the ownership of the Subject Properties in favor of the Aviador.
     (g)  Waiver of Rights by Aviador . Pursuant to Article 12 of the Chilean Civil Code, (x) Aviador hereby waives the rights contemplated in Articles (i) 213 second paragraph, (ii) 214 and (iii) 215 second paragraph, of the Mining Code; and (y) Aviador hereby waives the right contemplated in Article 213 third paragraph of the Mining Code, related to the right of Aviador to take over the administration of the Mining Properties in the scenarios set out in such provision, with the exception that it will be entitled to exercise such right as provided in Section 5(b) , to the fullest extent allowable by law.
3. Payment of What is Owed to Aviador . In consideration of the Cash delivered by Aviador to Miner, and therefore, as payment for the Avío, Debtor shall pay to Creditor, as unique compensation, a Royalty which will be calculated and paid to Aviador on the terms and conditions set forth below. Accordingly, last paragraph of Article 211 of the Mining Code is not and will not be applicable by any means.
     (a) As used in this Agreement, the “ Royalty ” means an interest in the Subject Minerals when produced from the Subject Properties granted by Miner to Royal Gold free and clear of any Lien (other than any Lien created by this Agreement or the Royalty Agreement) and determined and payable as provided in this Agreement. The Royalty shall be calculated each month, adjusted each calendar quarter, and shall be equal to the product obtained by multiplying (i) the Payable Subject Minerals by (ii) the Applicable Rate and then multiplying the resulting product by (iii) the Net Reference Price.
     (b) As used in this Agreement, “ Payable Subject Minerals ” mean, the number of troy ounces of Subject Minerals shipped during a calendar month to a smelter, refiner, other processor or purchaser multiplied by the Payable Factor.
     (c) As used in this Agreement, “ Applicable Rate ” means 24% until such time as the cumulative Payable Subject Minerals under this Agreement after the Closing Date is equal to 910,000 troy ounces and 16% thereafter.
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     (d) As used in this Agreement, “ Reference Price ” means the monthly average of the daily official London Bullion Market afternoon quotations for gold quoted in dollars per ounce and calculated to two decimal places as reported by the London Bullion Market Association. If the London Bullion Market Association ceases to publish such quotations for gold, the Reference Price shall be determined by mutual agreement between the Parties, acting reasonably, and if such agreement cannot be reached within five business days of the London Bullion Market Association ceasing to publish the price for gold by arbitration in accordance with Section 7(b) of this Agreement.
     (e) As used in this Agreement, “ Allowable Refining Charge ” means (i) for purposes of the calculation of the Royalty under Section 4(a), the lesser of (A) $6.00 per payable troy ounce of gold for the month or (B) the weighted average refining charge per payable troy ounce of gold for the month in the applicable Metals Sales Contracts, and (ii) for purposes of the calculation of the Quarterly Adjustment to the Royalty under Section 4(c), the lesser of (A) $6.00 per payable troy ounce of gold for the quarter or (B) the weighted average refining charge per payable troy ounce of gold for the quarter in the applicable Metals Sales Contracts.
     (f) As used in this Agreement, “ Net Reference Price ” means (i) the Reference Price minus (ii) the Allowable Refining Charge.
     (g) The Parties agree that monies paid or which shall be paid by Miner to Aviador -pursuant to the stipulation of Section 3 and first paragraph of Article 211 of the Mining Code- on top of the Avío during the term of this Agreement, for all legal purposes will be deemed as a premium agreed between Miner and Aviador and shall not be subject to any limit.
4.  Time and Manner of Payment of the Royalty .
     (a) Beginning in the calendar month in which copper concentrate produced from the Subject Properties is first shipped to any smelter, refiner or other processor or purchaser, the Royalty shall be computed, accrued and paid, if applicable, on a monthly basis within 15 days after the end of each calendar month. Notwithstanding the foregoing, Miner shall be required to pay at that time only that percentage of the Royalty due in respect of any Subject Minerals that is equal to the percentage of the payment that Miner has received or has been credited with payment for the sale or disposition of such Subject Minerals at that time under the Metal Sales Contract; provided, however , that Miner shall bear all risk of loss of material in the event of a loss in transit of any Subject Minerals shipped to any third party smelter, refiner or other processor or purchaser under any Metal Sales Contract and the Royalty shall be paid solely from, and at the time of, the Miner’s receipt of insurance benefits paid in respect of such loss.
     For the avoidance of doubt, as an example of the manner of the determination of the timing of the Royalty and as illustration of the intent of the Parties with respect to such determination:
If copper concentrate is shipped on February 15, and Miner has received or been credited with payment of 85% of the net smelter return during the
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month of February, Royal Gold shall receive 85% of the Royalty based on the Payable Subject Minerals in such shipment on March 15, or the next business day following thereafter if March 15 is not a business day. If Miner has received or been credited with payment of the remaining 15% of the net smelter return payable on April 15, Royal Gold shall receive the remaining 15% of the Royalty based on the Payable Subject Minerals in such shipment on May 15 or the next business day following thereafter if May 15 is not a business day.
     (b) Each Royalty paid by Miner to Royal Gold shall be accompanied by a statement (“ Royalty Statement ”) in reasonable detail sufficient to allow Royal Gold to determine the method of computation of such Royalty and the accuracy thereof. Each Royalty Statement shall include the number of troy ounces of Subject Minerals shipped to a smelter, refiner, other processor or purchaser during the applicable calendar month, and the Payable Subject Minerals, Payable Factor, Applicable Rate, Reference Price and Allowable Refining Charge then in effect, as well as any other pertinent information, in sufficient detail to explain the calculation of the Royalty.
     (c) Within 15 days of the end of each calendar quarter (March 31, June 30, September 30 and December 31), Miner will reconcile, on an aggregate basis, any adjustments (up or down) to the Royalty Statements as may be necessary for such quarter to reflect the difference between the Royalty, as calculated and paid on a monthly basis, and the Royalty calculated for such quarter, reflecting (i) the Allowable Refining Charges calculated for such calendar quarter, (ii) any adjustments to the weight or grade of the concentrate made pursuant to any Metal Sales Contract during such quarter and (iii) to the extent that the average Payable Factor for such calendar quarter is less than 90.6%, to increase the Royalty in respect of such calendar quarter to reflect a deemed Payable Factor of 90.6% (each a “ Quarterly Adjustment ”). In the event the Quarterly Adjustment reflects a balance owing to Royal Gold, the Miner shall provide written notice to Royal Gold of the amount of such underpayment and will pay such Quarterly Adjustment in accordance with Section 4(a) of this Agreement. In the event the Quarterly Adjustment reflects an overpayment to Royal Gold, the Miner shall provide written notice to Royal Gold of the amount of such overpayment and shall be entitled to deduct such amount of the Quarterly Adjustment from any Royalties owing to Royal Gold.
     (d) Royal Gold, at its sole election and expense, shall have the right to perform audits of Miner’s accounts relating to the Royalty Statements. Any such inspection shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon at least 10 business days’ prior written notice by Royal Gold, subject at all times to the workplace rules and supervision of Miner, and provided that any rights of access do not interfere with any exploration, development, mining or milling activities conducted on the Subject Properties. Each Royalty Statement shall be final and binding on Miner and not subject to subsequent modification by Miner, except to the extent necessary to account for a final settlement made by a smelter or refinery in respect of a provisional payment that was previously included in the calculation of a Royalty as set forth in a Quarterly Adjustment. Notwithstanding the foregoing,
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Royal Gold may by written notice to Miner delivered within one year after the receipt of a Royalty Statement object to a payment of the Royalty to which such Royalty Statement relates. Such notice shall specify the basis for the objection in reasonable detail. Subject to Section 7(b), Miner shall be required to account for any deficit in the payment of such Royalty which was the subject of such objection. For greater certainty, if it is determined by agreement of the Parties or by arbitration that any Royalty has not been properly paid in full, Miner shall make the balance of such Royalty owing within 10 days of such agreement or arbitral award.
     (e) Except to the extent that Royal Gold has exercised its right to take all or a portion of the Royalty in kind pursuant to Section 4(f), all payments of the Royalty shall be made in United States dollars by wire transfer in immediately available funds to Royal Gold on or before the due date at an account designated by Royal Gold and communicated to Miner at least five days prior to the due date.
     (f) To the extent that physical gold is made available to Miner in the case of gold recovered from concentrate, Royal Gold may elect, upon 15 days’ written notice to Miner prior to the first day of the first calendar month for which such election shall be effective, to take all or a portion of the Royalty in kind by physical delivery of the refined gold. During any period in which Royal Gold has elected to take the Royalty for gold in kind, Miner shall make the refined gold bullion available to Royal Gold at the place where the bullion has been refined on the date for payment of the Royalty. The bullion shall be in the form in which Miner sells or otherwise disposes of the same. Miner shall provide at least 10 days’ prior notice to Royal Gold of the name and location of the refinery or smelter and the date or dates on which the bullion will be available to Royal Gold.
5. General Covenants .
     (a)  Use of Cash . Without prior written authorization from Aviador, Miner may not invest the Cash for a different use than the one described in Section 2(d).
     (b)  Administration of the Subject Properties . While this Agreement is in force the administration of the Subject Properties will be vested in Miner. Notwithstanding the foregoing, Aviador will have the right to take over the administration of the Subject Properties, as provided in Section 2(g)(y) of this Agreement, in the following events:

 	(i)	 	any of the events set forth in clauses Section 6(d)(i) through 6(d)(iv) of this Agreement (Notice of Default or Insolvency Event); or	
 		
 	(ii)	 	any Transfer by Miner of any interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights that is not in accordance with Section 6(o)(ii) of this Agreement; or	
 		
 	(iii)	 	Miner signs any type of avío with respect to all or any of the Subject Properties that is in violation of Section 6(p)(i) of this Agreement.	
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     (c)  Hedging Transactions: Futures, Options and Other Trading . No profits or losses resulting from any hedging agreements, commodity futures trading, option trading, metals trading, gold loan forward sale, option, swap, price collar of fixing contract off-take agreement or any combination thereof, and any other similar transactions by Miner shall be subject to the Royalty and all such transactions by Miner, and any profits or losses associated therewith, shall be solely for the account of Miner engaging in such transactions and shall not be included in the calculation of the Royalty.
     (d)  Commingling . Miner shall be entitled to commingle Subject Minerals and minerals from any other properties during the production, milling (concentrating), refining, minting or further processing of Subject Minerals. Before any Subject Minerals produced from any of the Subject Properties are commingled with minerals from other properties, the Subject Minerals shall be weighed, measured, sampled and analyzed in accordance with sound mining and metallurgical practices and in accordance with a written plan in reasonable detail previously submitted to Royal Gold so that quantities of gold and the Royalty can be reasonably and accurately determined. Representative samples of the Subject Minerals produced from the Subject Properties shall be retained by Miner and assays (including moisture and penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, commercial minerals, and other appropriate content. Detailed records shall be kept by Miner showing measures, moisture, assays of metal, commercial minerals, and other appropriate mineral content of Subject Minerals produced from the Subject Properties, and copies of all such records shall be provided to Royal Gold on a contemporaneous basis. From this information, Miner shall determine the amount of the Royalty due and payable to Royal Gold from the Subject Minerals produced from the Subject Properties that are to be commingled with minerals from other properties. If Royal Gold does not object in respect of a payment of the Royalty within the period for objection specified in Section 4(d), Miner may dispose of the measurement and sampling materials and data required to be kept and produced by this Section 5(d).
     (e)  Books and Records . Miner shall keep true and accurate books and records of all of its operations and activities under this Agreement or which would affect any Royalty under this Agreement. Such books and records shall be kept in accordance with generally accepted accounting principles consistently applied. Miner shall keep for a period of not less than three years, all records and information relating to the calculation and payment of the Royalty, including accurate records of tonnage, volume of production, analyses of products, weight, moisture, assays of pay metal content, refining charges and other related records and information.
     (f)  Reports . Miner shall deliver to Royal Gold or make available to Royal Gold on a secure website:

 	(i)	 	Monthly construction, operating and exploration reports for all activities on the Subject Properties, copies of all metallurgical results received from	
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 	 	 	any smelter, refiner, other processor or purchaser in respect of Subject Minerals;	
 		
 	(ii)	 	Annual reports of mineral reserves and resources for the Subject Properties as and when calculated from time to time but no less frequently than December 31 of such year and such reports shall be delivered to Royal Gold within two months following such date of estimation;	
 		
 	(iii)	 	A list of all material engineering and economic studies or reports related to the Project, including all material amendments or revisions to Project Studies, as and when prepared, and if requested by Royal Gold a copy of any or all such reports and studies, in paper and electronic format as requested by Royal Gold;	
 		
 	(iv)	 	A copy of the annual budget for operations on the Subject Properties, production forecasts and life of mine plan, and all material updates or revisions to any of them, as and when prepared;	
 		
 	(v)	 	A copy of all new Metal Sales Contracts and any amendment to an existing Metal Sales Contract;	
 		
 	(vi)	 	Prompt notice of any material event pertaining to the Project or the Subject Properties, including any material event of Force Majeure, legal or administrative proceedings, disputes under any Metal Sales Contract, notice of a violation of any Governmental Requirement, any event, development or occurrence that has or is reasonably likely to have a Material Adverse Effect on Miner, or any actual or threatened withdrawal or cancellation of any material Approval; and	
 		
 	(vii)	 	Advance notice of any proposed Fundamental Process Change.	
     Notwithstanding this Sections 5(f), Miner shall have no obligation to provide any Person to act as a qualified person in respect of, provide qualified person consents or certificates in respect of or otherwise certify for or on behalf of Royal Gold, any mineral reserve and resource statements, reports, press releases or other documentation of any kind.
     (g)  Inspections . According to the first paragraph of Article 215 of the Mining Code, the Parties have agreed that at any reasonable time during normal business hours and from time to time, on reasonable prior notice, Miner shall permit Royal Gold acting through its officers, employees and representatives (the “ Representatives ”), acting reasonably and at their own expense, to review, examine and make copies of and abstracts from the books and records of Miner referred to in Section 5(e) and to visit and inspect the properties of Miner (including the Subject Properties, the Ancillary Property Rights and all improvements thereto and operations thereon) and to discuss the operations, technical findings, affairs, finances and accounts of Miner and other matters affecting Miner and its properties with the officers of Miner (the “ Confidential
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Information ”). To the extent permitted under the Metal Sales Contracts, Royal Gold and its Representatives shall also have the right to be present or to be represented at any smelter, refinery or other processing facility at which the weighing, sampling and assaying of metals and the calculation of the Royalty will be determined and any information or documentation obtained from those visits or investigations shall also be considered part of the Confidential Information. Miner shall not be responsible for injuries to or damages suffered by Royal Gold or its representatives while visiting the properties of the Miner (including the Subject Properties) unless such injuries or damages are caused or contributed to by the gross negligence or willful misconduct of Miner or its representatives. Royal Gold and its Representatives shall not permit their activities permitted by this Section 5(g) to unreasonably interfere with the business and operations of Miner and its properties, including the Project site, or at any mill or processor at which Subject Minerals may be processed, and agree that such inspections shall be subject to the confidentiality provisions of this Agreement. Such site inspection activities shall also be subject to supervision of Miner, conducted in compliance with Governmental Requirements and Miner’s safety and workplace rules and procedures. Royal Gold and its Representative shall diligently complete any audit or other examination permitted hereunder.
6. Additional Covenants of the Parties .
     (a)  Maintenance of Insurance . Miner will maintain, with financially sound and reputable insurance companies, property, liability, business interruption, construction and other insurance covering Miner and its operations, the Project, the Ancillary Property Rights and the Subject Properties and covering at least such risks, liabilities, damages and loss as are usually insured against at mining operations of similar size and scope in Chile.
     (b)  Preservation of Existence, Etc . Miner shall preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its incorporation or formation; and, Miner will maintain the qualifications required in view of its business and operations or the ownership of its properties. Miner shall not, except with 60 days’ prior written notice to Royal Gold and as provided in Section 6(o)(ii) of this Agreement, as applicable, liquidate or dissolve, or enter into any consolidation, amalgamation or merger, or enter into any partnership, joint venture or other combination where such combination involves a contribution by Miner of all or substantially all of its assets, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes substantially all of such assets, or sell, lease or dispose of all or substantially all of the Subject Properties or the Ancillary Property Rights, or enter into any agreement with respect to the foregoing or agree to do or undertake any of the foregoing.
     (c)  Maintenance of the Project . Miner shall not, directly or indirectly, except with 60 days’ prior written notice to Royal Gold, abandon, delay, forego or stop the exploration, development, construction or operation of the Project, or abandon, relinquish, terminate or allow the termination of any claim, lease, title or interest within or forming part of the Subject Properties or the Ancillary Property Rights, or abandon, relinquish, terminate or, to the extent it is within Miner’s control, allow the termination of any Approval necessary for the development, construction or operation of the Project, except for cessation of operations under care and
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maintenance, as a result of a Force Majeure, pursuant to any Governmental Requirement or to protect life, limb or property.
     (d)  Notice of Default or Insolvency Proceedings . Miner shall furnish to Royal Gold as soon as possible and in any event within three business days after the occurrence of any material breach of any covenant, agreement or obligation of Miner under this Agreement, written notice setting forth the details of such breach, and the action that Miner proposes to take with respect thereto. Miner shall also furnish to Royal Gold immediate written notice if either: (i) Miner or any of its shareholders or Subsidiaries commence a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; (ii) Miner or any of its shareholders or Subsidiaries consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; (iii) Miner or any of its shareholders or Subsidiaries make a general assignment for the benefit of creditors; (iv) Miner or any of its shareholders or Subsidiaries takes corporate or other action in furtherance of any of the foregoing; or (v) entry is made against Miner or any of its shareholders or Subsidiaries of a judgment, decree or order for relief affecting a substantial part of any of their assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.
     (e)  Material Agreements . Miner shall comply with the terms and conditions of each of the Material Agreements, except where any non-compliance could not reasonably be expected to cause a default under such Material Agreement or have a Material Adverse Effect.
     (f)  Confidentiality . Royal Gold shall not, and shall cause its Representatives not to, without the express written consent of Miner, which consent shall not be unreasonably withheld or delayed, disclose any non-public data or information concerning Miner’s operations or the Subject Properties or otherwise obtained under this Agreement; or otherwise issue any press releases concerning operations or the Subject Properties; provided, however , that Royal Gold may disclose any data or information obtained under or in connection with this Agreement without the consent of Miner: (i) if required to be made for compliance with any law, regulation or a requirement or order of a court having jurisdiction over Royal Gold or its Affiliates, provided that Royal Gold shall disclose only such data or information as, in the opinion of its counsel, is required to be disclosed and provided further that Royal Gold shall promptly notify Miner in writing to permit Miner to have the opportunity to provide comments on the disclosure and to contest or seek to obtain an injunction or protective order or other remedy restricting the disclosure of such information; (ii) if required by Royal Gold’s securities exchanges or securities regulatory authority, provided that Royal Gold shall promptly notify Miner in writing to permit Miner to have the opportunity to provide comments on the disclosure; (iii) to any of Royal Gold’s Representatives; (iv) to any third party to whom Royal Gold, in good faith, anticipates selling or assigning any portion of Royal Gold’s interest hereunder; or (v) to a prospective lender to whom any portion of Royal Gold’s interest hereunder is proposed to be granted as security; provided further that Royal Gold will (A) retain the Confidential Information in confidence and
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will only disclose it to those Representatives or third parties in the case of clauses (iii) through (v) above, on a need to know basis where those Representatives or third parties have been informed of and agree to be bound by the terms of this Section 6(f) as if those Representatives or third parties were party to this Agreement; (B) ensure that proper and secure storage is provided for the Confidential Information; (C) not use any such Confidential Information for its own use or benefit, except for the purpose of enforcing its rights under this Agreement or for the purposes stated in this Section 6(f); and (D) ensure that none of its Representatives or third parties to which access has been granted to Confidential Information as provided herein, does any act or thing which, if done by Royal Gold, would constitute a breach of the undertakings contained in this Agreement.
     (g)  Compliance with Law .
(i) Miner shall at all times comply in all material respects with all applicable Governmental Requirement relating to Miner’s operations on or with respect to the Subject Properties and the Ancillary Property Rights, including but not limited to Environmental Laws; provided, however , Miner shall have the right to contest any of the same if such contest does not jeopardize title to or its operations on the Subject Properties, the Ancillary Property Rights or Royal Gold’s rights under this Agreement.
(ii) Miner shall timely and fully perform in all material respects all environmental protection and reclamation activities required on or with respect to the Subject Properties and the Ancillary Property Rights.
     (h)  Stockpiling . Except pursuant to a Metal Sales Contract, Miner shall be entitled to stockpile, store or place ores or mined rock containing minerals produced from the Project in any locations owned, leased or otherwise controlled by Miner or its Affiliates, on or off the Project site, provided when such location is not owned by Miner or its Affiliates, it has first secured from the property owner where such stockpiling, storage or placement is to occur a written agreement, in recordable form, that provides that Royal Gold’s rights to the Royalty on such Subject Minerals shall be preserved. Such agreement shall provide that (i) Royal Gold’s rights pursuant to this Agreement shall continue in full force and effect with respect to such Subject Mineral; (ii) Royal Gold’s rights in and to such Subject Minerals shall be the same as if the Subject Minerals were situated on the Subject Properties; (iii) Royal Gold’s rights to such Subject Minerals in the stockpiled material shall take precedence over the rights of the property owner (and/or of such property owner’s creditors) to the stockpiled material; and (iv) the stockpiling agreement shall be irrevocable as long as the Subject Minerals from the Subject Properties, or any part thereof, remain on the property not part of the Subject Properties.
     (i)  Tailings and Residues . All tailings, residues, waste rock, spoiled leach materials, and other waste materials (collectively “ Materials ”) resulting from Miner’s operations and activities on the Subject Properties after the Closing Date shall be the sole property of Miner, but shall remain subject to the Royalty should the processing or reprocessing or use of Materials, as the case may be, in the future result in the production of Subject Minerals. Notwithstanding the
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foregoing, Miner shall have the right to sell or otherwise dispose of Materials from the Subject Properties in an arms’ length transaction with a third party, and to commingle the same with Materials from other properties. In the event Materials produced after the Closing Date from the Subject Properties are processed, reprocessed or used: (i) the amount of Materials on which the Royalty is payable shall be determined using the best engineering and technical practices then available, and (ii) if such Materials are sold or otherwise disposed of to a third party, the Royalty shall only be payable to the extent that the proceeds or credit received by Miner from the sale or other disposition of such Materials exceed the direct costs of processing the Materials for sale or disposition and the costs of transportation borne by Miner in connection with such sale or disposition.
     (j)  Title Maintenance and Taxes; Abandonment; Conversion and Exchange Rights .

 	(viii)	 	Miner shall maintain, preserve, protect and defend, at its own expense, its ownership of and title to the Subject Properties and the Ancillary Property Rights, including, paying when due all patentes, annual fees, Taxes, Liens and assessments, and doing all other things and making all other payments necessary or appropriate to maintain the ownership, right, title and interest of Miner and Royal Gold, respectively, in the Subject Properties, the Ancillary Property Rights and under this Agreement.	
 		
 	(ix)	 	If Miner intends to abandon all or any portion of the Subject Properties (“ Abandonment Property ”), Miner shall give 60 days’ written notice of such intention in advance of the proposed date of abandonment to Royal Gold, and Royal Gold shall have the right, but not the obligation, to have Miner assign or transfer such Abandonment Property to Royal Gold, for a purchase price of $10.00 per Abandonment Property to be paid to Miner. If Miner reacquires any interest in any portion of the mining concessions covered by the Abandonment Property at any time, the production of Subject Minerals from such ground shall be subject to the Royalty and this Agreement.	
 		
 	(x)	 	The rights of Royal Gold with respect to the Subject Properties shall not be adversely affected by any conversion of the exploration concessions into exploitation concessions or any other form of tenure or mineral or surface interest, and the Royalty and this Agreement shall remain in full force and effect with respect to each property or interest resulting from any such conversion.	
     (k)  Marketing .

 	(xi)	 	Miner shall not amend or modify the terms of any Metal Sales Contract that is in effect on the date of this Agreement to include, or enter any new Metal Sales Contract that contains, any provisions that would prejudice the economic interest of Royal Gold under this Agreement and not be	
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 	 	 	typically contained in arms’ length contracts for smelting, refining or other processing of copper concentrates, as the case may be, without the prior written consent of Royal Gold, not to be unreasonably withheld.	
 		
 	(xii)	 	Miner (A) shall comply at all times in all material respects with all agreements between Miner and any third party smelter, refiner, other processor or purchaser relating to Subject Minerals produced from the Subject Properties and (B) except pursuant Section 6(o)(ii), shall not assign any of its rights or interests under any such agreement without the prior written consent of Royal Gold, not to be unreasonably withheld. Miner shall promptly notify Royal Gold of any material dispute arising under any such agreement.	
 		
 	(xiii)	 	Miner shall not sell ore from the Project, to any third party, nor recover gold from the Project in a form other than in concentrate, without the prior written consent of Royal Gold.	
     (l)  Fundamental Process Changes. If Miner wishes to implement a Fundamental Process Change that reasonably would be expected to result in an adverse impact on the economic interest of Royal Gold under this Agreement in excess of $240,000 in any 12 month period, Miner and Royal Gold will negotiate in good faith an equitable adjustment to the entitlement of Royal Gold hereunder, which adjustment shall have effect from the date on which such Fundamental Process Change is instituted. If such equitable adjustment cannot be settled by negotiation within 60 days of the institution of the Fundamental Process Change, the appropriate adjustment shall be determined by arbitration pursuant to Section 7(b). The arbitration panel shall be instructed to adjust the entitlement of Royal Gold hereunder such that the Royalty payable to Royal Gold after the institution of the Fundamental Process Change will be equivalent to the Royalty that it would have been entitled to had the Fundamental Process Change not been instituted.
     (m)  Operations .

 	(xiv)	 	Miner shall engage solely in the business of developing and operating the Subject Properties and the Project and other prospective mineral properties, and in activities incidental thereto, in accordance with good mining industry practices.	
 		
 	(xv)	 	Miner shall conduct all operations on or that affect the Subject Properties and the Ancillary Property Rights in a good, workmanlike, safe and efficient manner. Miner shall use all commercially reasonable efforts to diligently (A) pursue completion of construction and completion of the Project and to cause such construction and completion to occur in accordance with the schedules in the Project Studies and consistent with prudent development practices; (B) construct and complete the mill, plant,	
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 	 	 	physical facilities and infrastructure for the Project in accordance with the most recent schedules in the Project Studies and consistent with prudent development practices; and (C) develop, operate and manage the Project in all material respects in accordance with the Governmental Requirements, the Approvals, and in accordance with the most recent schedules in the Project Studies and consistent with prudent development practices. Miner shall promptly notify Royal Gold of any material revision, modification, supplement or amendment to, or change of work order affecting the Project.	
 		
 	(xvi)	 	Miner shall diligently pursue all Approvals necessary for the development, construction, operation and closure of the Project that have not been obtained prior to the date of this Agreement. Miner shall maintain in full force and effect, and diligently comply, in all material respects with the terms and conditions of all Approvals necessary for the development, construction and operation of the Project which have been obtained and Miner shall diligently enforce, maintain and protect the rights and interests granted to it in connection with such Approvals.	
 		
 	(xvii)	 	Miner shall not consider the economic effect of the Royalty in any resource or reserve determination, mine planning or mine development, or in any studies, analyses or decision regarding the nature or location of the ore to be mined or the sequence of mining operations on the Subject Properties.	
 		
 	(xviii)	 	All decisions concerning methods, the extent, times, procedures and techniques of any (A) exploration, development and mining related to the Project, (B) leaching, milling, processing or extraction treatment and (C) materials to be introduced on or to the Project or produced therefrom, and all decisions concerning the sale or other disposition of concentrate from the Project, shall be made by Miner, acting reasonably and in accordance with accepted mining industry practices in the circumstances.	
 		
 	(xix)	 	Except as expressly set forth in this Agreement, Miner shall retain sole discretion with respect to the operation of the Project.	
 		
 	(xx)	 	Except as expressly set forth in this Agreement, Miner shall not be responsible for or obliged to make any payment of Royalty for Subject Minerals, or Subject Minerals’ value, lost in any mining or processing of Subject Minerals conducted in accordance with accepted mining and milling practices.	
 		
 	(xxi)	 	Miner shall not be required to mine Subject Minerals if it has determined, acting reasonably, that exploitation of the Project is not, at the relevant time, economically feasible.	
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     (n)  Covenants Running with the Subject Properties . The Royalty and Royal Gold’s interests provided in this Agreement shall attach to (i) any amendments, relocations, adjustments, resurvey, additional locations of any existing mining claims or concessions or conversions of any mining claims or concessions comprising the Subject Properties, and any extralateral rights claimed by Miner pertaining to any interests within the Subject Properties, and (ii) to any renewal, amendment or other modification or extensions of any leases of any real property interests now existing or hereafter arising comprising the Subject Properties. The Royalty is an interest in the Subject Minerals and unless and until terminated as herein provided, and shall be applicable to Miner and its transferees, successors and assignees of the Subject Properties or any portion thereof and shall represent an interest in minerals in place.
     (o)  Assignment .

 	(xxii)	 	Royal Gold may transfer, sell, assign, lease, convey, mortgage, pledge or otherwise dispose of or encumber (“ Transfer ”) all or any portion of the Royalty or its interest under this Agreement (A) to an Affiliate by providing 10 days’ prior written notice to Miner and (B) to any Person who is not an Affiliate by providing 60 days’ prior written notice to Miner. Before any direct or indirect Transfer by Royal Gold of all or any portion of the Royalty or its interest under this Agreement shall become effective or relieve Royal Gold of its obligations under this Agreement, Royal Gold shall first have delivered to Miner a written undertaking, executed by public deed in form and substance satisfactory to Miner, acting reasonably, by the Person receiving the interest subject to the Transfer and enforceable by Miner, that it will be bound by the terms and conditions of this Agreement and any amendments hereto with respect to the interest subject to the Transfer. If Royal Gold Transfers a portion of the Royalty, then Royal Gold and all such transferees must agree to common administrative procedures for payment, audit rights and notice under this Agreement.	
 		
 	(xxiii)	 	Miner may only Transfer an interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights to a Person that has or will have immediately following the Transfer the financial wherewithal and either has or will have immediately following the Transfer the technical wherewithal or has engaged a Person with the technical wherewithal, to assume all of Miner’s obligations under this Agreement. Miner shall not, directly or indirectly, except with 60 days’ prior written notice to Royal Gold, Transfer, or enter into any agreement to Transfer, all or any portion of its interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights. No direct or indirect Transfer of all or any portion of Miner’s interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights (including, but not	
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 	 	 	limited to, any Transfer by merger, consolidation, amalgamation, liquidation, dissolution or otherwise by operation of law), shall become effective or relieve Miner of its obligations under this Agreement, including its liability for payment of the Royalty under this Agreement, unless Miner shall first have delivered to Royal Gold a written undertaking, executed by public deed in form and substance satisfactory to Royal Gold, acting reasonably, by the Person receiving the interest subject to the Transfer and enforceable by Royal Gold, that it will be bound by the terms and conditions of this Agreement and any amendments hereto with respect to the interest subject to the Transfer.	
 		
 	(xxiv)	 	This Agreement shall inure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective permitted successors and permitted assigns.	
     (p)  Grant of Prohibition . With the purpose of warranting the complete and timely performance of each and all of the obligations undertaken herein by Miner, Mr.                      on behalf of Miner hereby grants prohibition:

 	(xxv)	 	to sign any type of avíos with respect to all or any of the Subject Properties, without the prior written consent of Royal Gold; and	
 		
 	(xxvi)	 	to Transfer, directly or indirectly, all or any portion of the Subject Properties, without the prior written consent of Royal Gold unless: (A) transferee has the financial wherewithal or will have the financial wherewithal immediately following the Transfer and either has the technical wherewithal or has engaged a Person with the technical wherewithal, to assume all of Miner’s obligations under this Agreement; (B) Miner gives 60 days written notice to Royal Gold prior to the Transfer; and (C) Miner has delivered to Royal Gold a written undertaking, executed by public deed in form and substance satisfactory to Royal Gold, acting reasonably, by the transferee and enforceable by Royal Gold, that it will be bound by the terms and conditions of this Agreement.	
Mr.                      , on behalf of Royal Gold accepts herein the creation of the above described prohibitions and hereby authorizes Miner to grant any Liens (other than Liens that constitute any type of avíos, which are addressed in Section 6(p)(i)) over the Subject Properties and Ancillary Property Rights if the same are reasonably required by financiers of the Project in connection with bona fide financings in order to provide new or additional funding for the exploration, development, construction or operation of the Project, which Miner, acting reasonably, considers necessary or desirable to that effect. Royal Gold shall execute all acts or contracts in form and substance agreed to by the Parties, acting reasonably, required to execute and register, if applicable, such Liens (other than Liens that constitute any type of avíos, which are addressed in Section 6(p)(i)).
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7.  Miscellaneous .
     (a)  Governing Law . This Agreement is to be governed by and construed under the laws of Chile.
     (b)  Dispute Resolution .
(i) The Parties shall use reasonable commercial efforts to resolve any controversies, disputes or claims arising under this Agreement, including those arising out of a written objection made by Royal Gold to any Royalty Statement concerning any Royalty delivered to it pursuant to Section 4(b). If for any reason any Dispute arising out of this Agreement is not resolved by negotiation and agreement within 30 days after the delivery of a written notice of Dispute, the Dispute shall be determined by arbitration as provided in this Section 7(b).
(ii) All Disputes shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”). The number of arbitrators shall be three. The place of Arbitration shall be Santiago, Chile. The language of the Arbitration shall be Spanish. Judgment may be entered upon an award in any court of competent jurisdiction.
(iii) The Party referring a Dispute to arbitration hereunder shall appoint an arbitrator in the arbitration petition and the respondent Party shall appoint an arbitrator in its response. If within 30 days after the date of the arbitration petition, the respondent has not appointed an arbitrator, such arbitrator shall be appointed by the ICC. Within 30 days of their appointment, the two arbitrators so appointed shall appoint a third arbitrator who shall preside over the arbitration panel. If the two arbitrators cannot agree on a third arbitrator within such 30 day period, the third arbitrator shall be appointed by the ICC.
(iv) Notwithstanding the provisions of Section 7(b)(i), the arbitral tribunal shall have the power to grant interim measures of protection, but, without derogating from the commitment to arbitrate or the power of the arbitral tribunal to grant such measures, it shall not be inconsistent with this Agreement for a party to apply to a court of competent jurisdiction for an interim measure of protection pending the commencement or completion of arbitration.
(v) In any arbitration, or in any court proceeding authorized to be taken under this Agreement, the arbitral tribunal or the court, as the case may be, shall in addition to any other relief, be entitled to make an award or enter a judgment, as the case may be, for reasonable attorney’s fees and
 -38- 

 

disbursements, including experts witness fees, and any other costs of the proceeding. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential or special damages be awarded.
(vi) If contemporaneous Disputes arise under this Agreement, a single arbitration may be commenced in respect of the Disputes.
     (c)  Notices . Unless otherwise provided in this Agreement, any notice or other correspondence required or permitted by this Agreement shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or when given by facsimile transmission, with all necessary delivery charges fully prepaid (or in the case of a facsimile, upon confirmation of receipt), and addressed to the Party to whom directed at the following address:
If to Miner:
Compañía Minera Carmen de Andacollo
c/o Teck Operaciones Mineras Chile Ltda.
Avenida Vitacura 2939, Piso 24
Las Condes, Santiago, Chile
Attention: Christian Arentsen
Facsimile: (56-2) 464 5794
with a copy, which shall not constitute notice, to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, British Columbia, V7X 1T2 Canada
Attention: Fred R. Pletcher
Facsimile: (604) 687-1415
with a copy, which shall not constitute notice, to:
Carey y Cía. Ltda.
Miraflores 222, piso 24
Santiago, Chile
Attention: Rafael Vergara G.
Facsimile: (562) 633-1980
If to Royal Gold:
Royal Gold, Inc.
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1660 Wynkoop Street, Suite 1000
Denver, CO 80202-1132 USA
Attention: Vice President and General Counsel
Facsimile: (303) 595-9385
with a copy, which shall not constitute notice, to:
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, CO 80202 USA
Attention: Paul Hilton, Esq.
Facsimile: (303) 899-7333
with a copy which shall not constitute notice, to:
Urenda, Rencoret, Orrego y Dörr
Avda. Andrés Bello 2711, Floor 16
Las Condes
Santiago, Chile
Attention: Sergio Orrego
Facsimile: (562) 499-5555
     Any Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section 7(c).
     (d)  Survival . All covenants, agreements, representations, warranties and indemnities made under this Agreement shall survive the execution and delivery of this Agreement and shall survive the Closing Date.
     (e)  Indemnification .

 	(i)	 	Subject to Section 7(e)(iii), Miner agrees to hold Royal Gold harmless from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (collectively “ Losses ”) which may at any time be imposed on, incurred by or asserted against Royal Gold in any way relating to or arising out of (A) any breach by Miner or any misrepresentation or inaccuracy of any representation or warranty of Miner contained in this Agreement or in any public deed registered pursuant hereto; (B) any breach or non-performance by Miner of any covenant or agreement to be performed by Miner contained in this Agreement or in any public deed registered pursuant hereto; (C) the failure of Miner to	
 -40- 

 

 	 	 	comply with any Governmental Requirement, including any Environmental Laws or Approvals relating to environmental protection and reclamation obligations, with respect to the Subject Properties or the Ancillary Property Rights; and (D) the physical environmental condition of the Subject Properties or the Ancillary Property Rights and matters of health or safety related to the Subject Properties or the Ancillary Property Rights or any action or claim brought with respect to either.	
 		
 	(ii)	 	Subject to Section 7(e)(iii), Royal Gold agrees to hold Miner harmless from, any and all Losses which may at any time be imposed on, incurred by or asserted against Miner in any way relating to or arising out of (A) any breach by Royal Gold or any misrepresentation or inaccuracy of any representation or warranty of Royal Gold contained in this Agreement or in any public deed registered pursuant hereto; and (B) any breach or non-performance by Royal Gold of any covenant or agreement to be performed by Royal Gold contained in this Agreement or in any public deed registered pursuant hereto.	
 		
 	(iii)	 	In no event will either Party be liable to the other Party for any lost profits (excluding moratorium damages) or incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory) arising out of or in connection with this Agreement, even if advised of such potential damages.	
     (f)  Further Assurances . The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Agreement.
     (g) Force Majeure . The obligations of Miner in respect of the development, construction, and operation of the Project and shipment of copper concentrate to any smelter, refiner or other processor or purchaser under any Metal Sales Contract shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control (except for lack of funds), including, without limitation, labour disputes (however arising and whether employee demands are reasonable or within the power of the parties to grant); acts of God; laws, regulations, orders, proclamations, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of federal, territorial or local environmental standards; acts of war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather conditions;
 -41- 

 

delay or failure by suppliers or transporters of materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; or any other cause whether similar or dissimilar to the foregoing beyond the reasonable control of Miner (“ Force Majeure ”). Miner shall promptly give notice to Royal Gold of the suspension of performance, stating therein the nature of the suspension, the reasons therefore, and the expected duration thereof. Miner shall resume performance as soon as reasonably possible. Except as expressly set forth in Sections 7(g) and 6(c), the obligations of Miner under this Agreement, including, but not limited to, the obligation to make a payment of Royalty when due, shall not be affected by any Force Majeure.
     (h)  No Partnership . Nothing in this Agreement shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership of any kind or as imposing upon any Party any partnership duty, obligation or liability or any fiduciary duty, obligation or liability to any other Party hereto.
     (i)  Business Opportunity . Except as expressly provided in this Agreement, each Party shall have the right independently to engage in and receive full benefits from its business activities, whether or not competitive with the other Party, without consulting the other Party.
     (j)  Time of the Essence . Time is of the essence in this Agreement.
     (k)  Entire Agreement . This Agreement, together with the Schedules and Exhibits attached hereto are the complete expression of the entire agreement of the Parties, and no oral promise, statement or representation not contained herein shall be binding on the Parties unless reduced to writing and signed by the Parties.
     (l)  Waiver and Amendment . This Agreement may not be amended, modified or changed; nor shall any wavier of any provision hereof be effective, except by means of a written instrument that has been executed by the Party or Parties to be bound.
     (m)  Taxes .

 	(i)	 	If any Taxes are required by applicable law to be deducted from or in respect of any amounts payable to Royal Gold hereunder:	

 	(A)	 	Royal Gold will receive an amount equal to the sum it would have received if such deduction had not been made less the amount of such deduction;	
 		
 	(B)	 	Miner will make such deductions; and	
 		
 	(C)	 	Miner will pay the full amount deducted to the relevant taxing authority in accordance with applicable law and Miner will promptly furnish to Royal Gold written proof of such payment.	
 -42- 

 

 	(ii)	 	If Miner fails to pay any Taxes when due to the appropriate taxing authority, Miner will indemnify Royal Gold for any incremental Taxes that may become payable by Royal Gold as a result of any such failure.	
 		
 	(iii)	 	Miner shall be responsible for and shall pay when due any excise Taxes (goods and services Taxes), stamp duties, sales and use Taxes and similar Taxes and any registration fees payable in respect of the sale and transfer of the Royalty to Royal Gold and imposed or collected by any Governmental Authority.	
 		
 	(iv)	 	For greater certainty, Miner shall be entitled to deduct all amounts owing for Taxes as required by applicable law without grossing up any payment to Royal Gold in respect thereof, including but not limited to the Royalty made under this Agreement.	
     (n)  No Brokers or Commissions . Each of the Parties acknowledges, agrees and represents and warrants to the other Parties that it has not engaged any broker, agent or other intermediary to act on its behalf on connection with the transactions contemplated by this Agreement and that it is not aware of any current or possible future claim for any brokerage, agency or finder’s fee or commission in connection with the transactions contemplated by this Agreement and that if any such claim should arise through, or under, or by virtue of any action taken by any party, such Party shall indemnify and hold harmless the others in respect thereof.
     (o)  Term . This Agreement shall be in effect for 50 years from the date hereof.
     (p)  Appearing Parties . The appearing Parties grant sufficient power to Mr. Sergio Orrego Flory, national identity card Nº 7.051.727-2 and Mr. Rafael Vergara Gutiérrez, national identity card N° 7.018.916-K to jointly perform all acts and execute all public or private instruments that are necessary to clarify, rectify or complement this deed, in relation to the description of the Mining Properties, for the adequate registration of this title and prohibitions, being also authorized to either jointly or separately make the necessary annotations on the original deed and request the required inscriptions, registrations and sub-inscriptions from the corresponding Mines Registrars.
     (q)  Legalization and Registration . The bearer of a notarized copy of this deed is entitled to request and execute all the registrations, sub registrations and notations that might be necessary in the corresponding Mining Registry.
     (r)  Legal Capacity . The legal capacity of Mr.                                           to represent Royal Gold Inc. is evidenced in                                           . The legal capacity of Mr.                                           to represent Compañía Minera Carmen de Andacollo is evidenced in                                           .
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SCHEDULE A
Metallurgical Recovery Rate
The metallurgical gold recovery rate will be calculated as a percentage by dividing the Gold In Concentrate by the Gold In Feed. The terms and methodology necessary for determining the metallurgical gold recovery rate are described below:
Concentrator Feed Tonnage — The weight of ore fed to the concentrator will be measured by a calibrated weighbridge “weightometer” on the conveyor feeding the primary grinding mill. The calibration of the weightometer will be checked monthly. This weightometer measures the wet weight of ore entering the concentrator. Daily samples of the mill feed will be taken from the feed conveyor to determine the moisture content. The dry feed weight to the concentrator will be calculated from the measured wet weight corrected for the measured moisture content. Concentrator Feed Tonnage for a particular time period will be the cumulative sum of the daily dry feed weights for that period of time.
Concentrate Tonnage — The weight of concentrate will be based on weighing and sampling the concentrate haulage trucks as they are dispatched from the mine. The wet concentrate weight will be the difference between the tare weight of the truck before loading and loaded weight. Each truck will be sampled by taking 9 probe samples distributed over the top of the load. The samples from each lot of approximately 10 trucks will be combined to form a lot. The sample will be blended, sub-sampled and sent to the on-site assay laboratory for moisture and metals analysis. The dry concentrate weight will be calculated from the measured wet weight corrected for the measured moisture content. Concentrate Tonnage for a particular time period will be the cumulative sum of the daily dry concentrate weights for that period of time.
Tailings Tonnage — The weight of tailings will be based on the daily metallurgical balance which utilizes the Concentrator Feed Tonnage and the shift feed, concentrate and tailings assays to calculate the concentrate and tailings tonnages. Tailings Tonnage for a particular time period will be the cumulative sum of the daily dry tailings weights for that period of time.
Gold In Feed — Regular and representative samples of the concentrator feed will be obtained from the primary cyclone overflow (flotation feed) at timed intervals and the samples will be composited as a 12 hour shift sample. The feed sample will be dried and assayed in the site assay lab. The average daily feed assays will be multiplied by the corresponding daily Concentrator Feed Tonnage to arrive at daily Gold In Feed. The Gold In Feed for a particular time period will be the cumulative sum of the daily amounts of Gold In Feed for that period of time.
Gold in Tailings — Regular and representative samples of the tailings will be obtained at timed intervals and the various samples will be composited as a 12 hour shift sample. The tailings sample will be filtered and dried and assayed in the site assay lab. The average daily tailing assays will be multiplied by the corresponding daily Tailings Tonnage to arrive at daily Gold In
 -44- 

 

Tailings. The Gold In Tailings for a particular time period will be the cumulative sum of the daily amounts of Gold In Tailings for that period of time.
Gold in Concentrate — The gold content of the concentrate will be based on weighing and sampling the concentrate haulage trucks as they are dispatched from the mine. Each truck will be sampled by taking 9 probe samples distributed over the top of the load. The samples from each lot of approximately 10 trucks will be combined to form a lot. The sample will be blended, sub-sampled, dried and assayed for gold in the on-site assay laboratory. The truck lot concentrate assays will be multiplied by the corresponding dry Concentrate Tonnage to arrive at the Gold In Concentrate for that lot. The Gold In Concentrate for a particular time period will be the cumulative sum of the truck lots of Gold In Concentrate for that period of time.
Metallurgical reconciliations will be made to insure Gold In Feed equals the sum of Gold In Concentrate plus Gold In Tails. The cumulative daily metallurgical balance will be reconciled back to the measured concentrate tonnage on a monthly basis with appropriate adjustments for inventory. On a reasonable periodic basis, Gold In Concentrate and Concentrate Tonnage will be reconciled to settled smelter receipts for such comparable period to ensure site measurements are accurate and representative.
 -45- 

Exhibit 99.3
FORM OF ROYALTY AGREEMENT
     In Santiago, Chile, before me,                                                                , Notary Public of the       Notary of Santiago, with domicile in                      , appear Mr.                      [name, nationality, marital status, profession, national identity card number] on behalf of Compañía Minera Carmen de Andacollo, a company organized under the law of Chile (“ Operator ”), for these purposes both domiciled at                           , and Mr.                           [name, nationality, marital status, profession, national identity card number] , on behalf of Royal Gold, Inc., a Delaware corporation (“ Royal Gold ”), for these purposes both domiciled at                           , who evidenced their identity with the referred to documents, the parties of legal age, who state as follows:
     WHEREAS:
A. Operator owns and operates a copper mining project located near the town of Andacollo, Chile, and as part of such project is developing a hypogene copper-gold project (the “ Project ”) on the Mining Properties.
B. Operator and Royal Gold entered into that certain Master Agreement dated as of April 3, 2009 (the “ Master Agreement ”), whereby Operator agreed to sell, transfer and assign to Royal Gold a Royalty related to the gold produced from the Project in exchange for the Purchase Price, the proceeds of which the Operator is fully free to use and spend. In accordance with the Master Agreement, the Avío Agreement will also be executed between the Parties on the date hereof, but by a separate instrument, the proceeds of which will be used in benefit of the exploitation of the Mining Properties.
C. In consideration of payment of the Purchase Price, Operator hereby sells, transfers and assigns to Royal Gold a Royalty, on and subject to the terms and conditions set forth herein.
D. Operator and Royal Gold acknowledge that this Agreement is an aleatory agreement ( contrato aleatorio ) and thus payments hereunder are contingent on the proceeds obtained from the exploitation of the Subject Properties as provided in this Agreement.
E. Royal Gold acknowledges that copper is the main mineral exploited in the Subject Properties.
     NOW, THEREFORE, the Parties covenant and agree as follows:
1. Certain Defined Terms and Construction .
     (a) As used in this Agreement, the following capitalized terms shall have the following meanings:

 	(i)	 	“ Abandonment Property ” has the meaning set forth in Section 6(j).	
 		
 	(ii)	 	“ Affiliate ” means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or	

 

 	 	 	is under common control with such Person, provided that the term “control” for purposes of this definition under this Agreement shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and provided, further that a Person who owns greater than 50% of any outstanding class of voting securities of any other Person shall be deemed to control such other Person.	
 		
 	(iii)	 	“ Agent ” means Juan Luis Ossa Bulnes, Samuel Lira Ovalle or Sergio Urrejola Monckeberg, each acting on behalf of either Royal Gold or Operator.	
 		
 	(iv)	 	“ Agreement ” means this Royalty Agreement with all Exhibits and Schedules hereto.	
 		
 	(v)	 	“ Allowable Refining Charge ” has the meaning set forth in Section 3(e).	
 		
 	(vi)	 	“ Ancillary Property Rights ” mean any land and water rights owned, controlled, leased, mined or operated by or on behalf of Operator or any Affiliate of Operator on or after the date of this Agreement not included in the Mining Properties or the Subject Properties, but which are required for the development and operation of the Project.	
 		
 	(vii)	 	“ Applicable Rate ” has the meaning set forth in Section 3(c).	
 		
 	(viii)	 	“ Approvals ” mean any authorizations, licenses, permits, consents, waivers, grant notices, approvals, rulings, orders, certifications, exemptions, filings, variances, decrees, registrations, or other actions, whether written or oral, of, by, from or on behalf of any Governmental Authority or any other third party, together with all easements, rights-of-way and other rights to access or use property.	
 		
 	(ix)	 	“ Avío ” means a contrato aleatorio regulated in the Chilean Mining Code and defined in article 206 therein as a contract by means of which a person commits to give or to do something for the benefit of the exploitation of an exploitation mining concession ( pertenencia ), to be paid only with the products obtained therefrom or with an ownership quota of such mining concession.	
 		
 	(x)	 	“ Avío Agreement ” means the agreement entered into between Royal Gold and Operator on the date hereof, in accordance with Paragraph 3, Title XI of the Chilean Mining Code.	
 		
 	(xi)	 	“ Closing Date ” has the meaning set forth in Section 2(c).	
 		
 	(xii)	 	“ Condiciones Suspensivas ” has the meaning set forth in Section 2(a).	
 -2- 

 

 	(xiii)	 	“ Confidential Information ” has the meaning set forth in Section 5(e).	
 		
 	(xiv)	 	“ Deed of Cancellation ” has the meaning set forth in Section 2(a).	
 		
 	(xv)	 	“ Deed of Release ” has the meaning set forth in Section 2(a).	
 		
 	(xvi)	 	“ Dispute ” means a dispute arising out of, or connected with, this Agreement or any legal relationship associated with, or derived from, this Agreement (including any dispute related to the Deed of Release regardless of when it arises), provided, however that any dispute arising before November 16, 2009 related to the interpretation, waiver or satisfaction of the Condiciones Suspensivas or the interpretation of the adjustment provisions of Schedule D shall not be considered a Dispute for purposes of this Agreement and shall be resolved as provided in the Master Agreement. For further clarification, any dispute under the Master Agreement or the Avío Agreement shall not be considered a Dispute for the purposes of this Agreement.	
 		
 	(xvii)	 	“ Environmental Laws ” mean Governmental Requirements relating to pollution or protection of the environment, including, without limitation, Governmental Requirements relating to emissions, discharges, or releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes which are applicable to the Subject Properties, the Project , the other assets owned, controlled or managed by Operator which are used on or in connection with the Subject Properties, the Ancillary Property Rights or the Project or to the activities of Operator on or in connection with the Subject Properties, the Ancillary Property Rights or the Project.	
 		
 	(xviii)	 	“ Force Majeure ” has the meaning set forth in Section 7(g).	
 		
 	(xix)	 	“ Fundamental Process Change ” means a material change in the process circuit of the Project consisting of an addition of equipment or the reconfiguration of existing equipment for the purposes of recovering additional minerals, as by-products or co-products or a similar change in the processing method by which copper is produced, provided, however , that a Fundamental Process Change shall not include changes in reagents, changes in grinding rates or media, the addition, elimination, reconfiguration or modification of pumping or piping or other flotation or support equipment, changes in concentrate grade or tailings targets, or the replacement of mill equipment, which are in any case implemented in the ordinary course of business, a shut-down of mining operations generally,	
 -3- 

 

 		 	or any change to the metallurgical process that is necessary or desirable to facilitate compliance with any Governmental Requirement, including any Environmental Law.	
 		
 	(xx)	 	“ Governmental Authority ” means the government of Chile or any state, provincial, territorial, divisional, county, regional, city or other political subdivision of Chile and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction, including over the Project, the Ancillary Property Rights or the Subject Properties.	
 		
 	(xxi)	 	“ Governmental Requirement ” means any law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, approval or other direction or requirement of any Governmental Authority.	
 		
 	(xxii)	 	“ ICC ” has the meaning set forth in Section 7(b)(ii).	
 		
 	(xxiii)	 	“ Irrevocable Mandate ” means the Irrevocable Mandate executed between Royal Gold and Operator by means of a public deed granted on the date hereof.	
 		
 	(xxiv)	 	“ Lien ” means, as to any property or asset owned or held by a Person, any mortgage, deed of trust, lien, pledge, charge, security interest, preferential right, assignment, option, production payment or royalty (which for greater certainty excludes any Metal Sales Contract), Avío or other encumbrance in, on or to, or any interest or title of any vendor, lessor, purchaser or other secured party to, or interest or title of any Person under any conditional sale or other title retention agreement or capital lease with respect to, such property or asset, the signing of any mortgage, deed of trust, pledge, charge, security agreement, assignment or similar instrument with respect to such property or asset, or the signing or filing of a financing statement with respect to such property or asset which names such Person as debtor, or the signing of any security agreement authorizing any other party as the secured party thereunder to file any financing statement with respect to such property or asset.	
 		
 	(xxv)	 	“ Losses ” has the meaning set forth in Section 7(e)(i).	
 		
 	(xxvi)	 	“ Master Agreement ” has the meaning set forth Recital B of this Agreement.	
 		
 	(xxvii)	 	“ Material Adverse Effect ” means any change, effect, event, or occurrence that, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the Project, or the business, properties, assets, liabilities (contingent or otherwise), condition	
 -4- 

 

 	 	 	(financial or otherwise), capitalization, operations or results of operations of Operator, each either considered as a whole or collectively in their entirety, as the case may be, other than any change, effect, event or occurrence in or relating to:	

 	(A)	 	changes in general political, economic or financial conditions, whether domestic or international in either case, including changes or disruptions in securities, currency exchange, real property, labour or commodities markets (including without limitation gold or copper prices), except to the extent that such changes adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(B)	 	acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest, except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;	
 		
 	(C)	 	changes in applicable law or changes in generally accepted accounting principles, except to the extent that such changes in applicable law or changes in generally accepted accounting principles affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile; or	
 		
 	(D)	 	changes due to disruption of power, labour, utilities, water, supply and transportation systems, except to the extent that such changes affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile.	

 -5- 

 

 	(xxviii)	 	“ Materials ” has the meaning set forth in Section 6(i).	
 		
 	(xxix)	 	“ Material Agreements ” mean all Metal Sales Contracts, and all other material contracts, agreements, leases, instruments and other material binding commitments and undertakings of Operator necessary for the development and operation of the Project.	
 		
 	(xxx)	 	“ Metal Sales Contract ” means any contract between Operator and any smelter, refiner or other processor or purchaser for the sale, refining or other beneficiation of Subject Minerals in any form, including concentrates, that have been produced from the Subject Properties.	
 		
 	(xxxi)	 	“ Mining Properties ” mean the exploration and exploitation mining concessions set forth in Section 1(d).	
 		
 	(xxxii)	 	“ Net Reference Price ” has the meaning set forth in Section 3(f).	
 		
 	(xxxiii)	 	“ Operator” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xxxiv)	 	“ Parties ” mean Operator and Royal Gold.	
 		
 	(xxxv)	 	“Payable Factor” means for gold contained in copper concentrate, the then effective gold payable percentage in the Metal Sales Contract governing sales of such copper concentrate.	
 		
 	(xxxvi)	 	“ Payable Subject Minerals ” has the meaning set forth in Section 3(b).	
 		
 	(xxxvii)	 	“ Payment in Cash ” has the meaning set forth in Section 2(b).	
 		
 	(xxxviii)	 	“ Payment of Shares ” has the meaning set forth in Section 2(b).	
 		
 	(xxxix)	 	“ Person ” means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other entity, or a Governmental Authority.	
 		
 	(xl)	 	“ Purchase Price ” has the meaning set forth in Section 2(b).	
 		
 	(xli)	 	“ Project ” has the meaning set forth in Recital A to this Agreement.	
 		
 	(xlii)	 	“ Project Studies ” mean all feasibility studies and all geological, reserve, engineering, metallurgical and financial data and evaluations of the Project, the Ancillary Property Rights and the Subject Properties prepared by or for the benefit of Operator or otherwise in the possession and control of Operator which would reasonably be expected to be material to Royal Gold and made available to Royal Gold prior to the signing of the Master Agreement.	
 -6- 

 

 	(xliii)	 	“ Quarterly Adjustment ” has the meaning set forth in Section 4(c).	
 		
 	(xliv)	 	“ Recovery Test Completion Date ” means the date on which the Operator has demonstrated to the satisfaction of Royal Gold, acting reasonably, a metallurgical recovery rate of at least 61% of the gold contained in ore milled over any period of 90 consecutive days, determined in accordance with Schedule A , which period shall not commence until at least 180 days following initial mill start-up. This Schedule A , which is duly signed by the appearing Parties, is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under the same number of the same.	
 		
 	(xlv)	 	“ Reference Price ” has the meaning set forth in Section 3(d).	
 		
 	(xlvi)	 	“Representatives ” has the meaning set forth in Section 5(e).	
 		
 	(xlvii)	 	“ Royal Gold ” has the meaning set forth in the introductory paragraph of this Agreement.	
 		
 	(xlviii)	 	“ Royal Gold Common Stock ” means shares of Royal Gold’s common stock having a par value $0.01 per share.	
 		
 	(xlix)	 	“ Royalty ” has the meaning set forth in Section 3(a).	
 		
 	(l)	 	“ Royalty Statement ” has the meaning set forth in Section 4(b).	
 		
 	(li)	 	“ Subject Minerals ” mean all gold mined and beneficiated from the Subject Properties and recovered in whatever form, including in concentrates, based on the actual metallurgical recovery rate, provided, however , that during the period between:	
(A) the date which is six months after the first introduction of ore to the mill; and
(B) the Recovery Test Completion Date,

 	 	 	the amount of Subject Minerals shall be determined using a metallurgical recovery rate of 61% of the gold contained in ore milled, regardless of the actual metallurgical recovery rate. For the avoidance of doubt, as an example of the manner of the determination of the Subject Minerals during this period prior to the Recovery Test Completion Date and as illustration of the intent of the Parties with respect to such determination:	
If there are 1,000 troy ounces of gold contained in the ore milled during a calendar month which is more than six months after the first introduction of ore to the mill but before the Recovery Test Completion Date, the Subject Minerals for such month shall be 610 troy
 -7- 

 

ounces regardless of whether the actual metallurgical recovery rate for such month is greater than or less than 61%. For the purposes of the foregoing, the gold contained in ore milled shall be calculated in accordance with Schedule A .

 	 	 	and provided further , for greater certainty, any gold contained within slimes produced from the processing of oxide copper mineralization and associated copper cathode production from the supergene deposit on the Subject Properties through the Operator’s SX-EW plant will be deemed not to be Subject Minerals for the purposes of this Agreement.	
 		
 	(lii)	 	“ Subject Properties ” mean (A) the Mining Properties and (B) any other exploitation mining concessions that are acquired or constituted by Operator or any Affiliate of Operator, that are or may be in the future totally or partially located within the Universal Transverse Mercator coordinates in Part II of Schedule B , which duly signed by the appearing Parties is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under number [___], and for greater certainty are or will from time to time be part of the Mining Properties and the Subject Properties and, therefore, are or will from time to time be subject to this Agreement, and for further certainty exclude any exploitation mining concessions located entirely outside the Universal Transverse Mercator coordinates in Part II of Schedule B .	
 		
 	(liii)	 	“ Subsidiary ” means any corporation, association or other business entity more than 50% of each class of equity or voting securities of which is owned, directly or indirectly, by any Person.	
 		
 	(liv)	 	“ Taxes ” mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by or on behalf of any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.	
 		
 	(lv)	 	“ Transfer ” has the meaning set forth in Section 6(o)(i).	
     (b) In this Agreement:

 	(i)	 	unless the context otherwise clearly requires, (A) references to the plural include the singular, and references to the singular include the plural; (B) the words “ include ,” “ includes ,” and “ including ” do not limit the preceding terms or words and shall be deemed to be followed by the words “ without limitation ”; (C) the terms “ hereof ,” “ herein ,” “ hereunder ,” “ hereto ,” and similar terms refer to this entire Agreement and not to any particular provision of this Agreement; (D) “ or ” is used in the inclusive sense of “ and/or ”; (E) if a word or phrase is defined, then its other grammatical or derivative forms have a corresponding meaning; (F)	
 -8- 

 

 	 	 	unless otherwise specified, the terms “ day ” and “ days ” mean and refer to calendar day(s); (G) the terms “ business day ” and “ business days ” mean and refer to any day other than a Saturday, Sunday, federal statutory holiday in the United States of America, or statutory holiday in Chile; and (H) if any action, including a payment hereunder, is required to be taken pursuant to this Agreement on or by a specified date that is not a business day, the action is valid if taken on or by the next business day.	
 		
 	(ii)	 	unless otherwise specified, all references to articles, sections, and exhibits are to the Articles, Sections, and Exhibits of this Agreement;	
 		
 	(iii)	 	the headings of the Sections of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and	
 		
 	(iv)	 	except where otherwise expressly provided, all monetary amounts are stated and shall be paid in the currency of the United States of America.	
     (c) This Agreement shall be construed according to its fair meaning, taken as a whole, as if the Parties had prepared it jointly, not as if prepared by one of the Parties.
     (d) Operator owns the following exploitation mining concessions:

 	1.	 	Exploitation mining concession named “Aconcagua” the surveys and titles of which are currently registered on page 507 number 86 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04106-0046-3);	
 		
 	2.	 	Exploitation mining concession named “Adolfo” the surveys and titles of which are currently registered on page 616 number 107 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0366-7);	
 		
 	3.	 	Exploitation mining concession named “Aguada” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0057-9);	
 		
 	4.	 	Exploitation mining concessions named “Aldo 1 to 50” the surveys and titles of which are currently registered on page 441 number 79 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0569-5);	
 		
 	5.	 	Exploitation mining concession named “Andrea” the surveys and titles of which are currently registered on page 242 number 48 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0594-6);	
 		
 	6.	 	Exploitation mining concessions named “Anita 1 al 15” the surveys and titles of which are currently registered on page 260 number 52 of the Property Registry of	
 -9- 

 

 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0385-3);	
 		
 	7.	 	Exploitation mining concessions named “Antofagasta 1 al 2” the surveys and titles of which are currently registered on page 536 number 92 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0089-7);	
 		
 	8.	 	Exploitation mining concessions named “Antonio 1 al 17” the surveys and titles of which are currently registered on page 275 number 54 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0571-7);	
 		
 	9.	 	Exploitation mining concessions named “Antonio 1 al 23” the surveys and titles of which are currently registered on page 28 number 8 of the Property Registry of the Mines Registry of Ovalle of the year 1996 (National Rol Nº 04202-0295-4);	
 		
 	10.	 	Exploitation mining concession named “Arica” the surveys and titles of which are currently registered on page 527 number 90 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0282-2);	
 		
 	11.	 	Exploitation mining concession named “Atacama” the surveys and titles of which are currently registered on page 517 number 88 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0049-8);	
 		
 	12.	 	Exploitation mining concessions named “Blanca 1 al 2” the surveys and titles of which are currently registered on page 306 number 123 of the Property Registry of the Mines Registry of Ovalle of the year 1991 (National Rol Nº 04202-0202-4);	
 		
 	13.	 	Exploitation mining concessions named “Blanca Estela 1 al 2” the surveys and titles of which are currently registered on page 34 number 10 of the Property Registry of the Mines Registry Andacollo of the year 1994 (National Rol Nº 04106-0106-0) ;	
 		
 	14.	 	Exploitation mining concession named “Blanquita” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0058-7);	
 		
 	15.	 	Exploitation mining concession named “Carmen” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0330-6);	
 		
 	16.	 	Exploitation mining concession named “Carmen Bajo” the surveys and titles of which are currently registered on page 321 number 62 of the Property Registry of	
 -10- 

 

 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0364-0);	
 		
 	17.	 	Exploitation mining concession named “Cautin” the surveys and titles of which are currently registered on page 511 number 87 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0283-0 );	
 		
 	18.	 	Exploitation mining concessions named “Chifute 1 al 8” the surveys and titles of which are currently registered on page 707 number 119 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0277-6);	
 		
 	19.	 	Exploitation mining concessions named “Chorrillo”, “Chorrillo Segunda” and “Chorrillo Tercera” which surveys and titles are currently registered on page 629 number 110 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0213-K);	
 		
 	20.	 	Exploitation mining concessions named “Churque 1 al 100” the surveys and titles of which are currently registered on page 287 number 55 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0263-6);	
 		
 	21.	 	Exploitation mining concessions named “Churque 1 al 4” the surveys and titles of which are currently registered on page 566 number 98 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0326-8);	
 		
 	22.	 	Exploitation mining concessions named “Churque 5 al 9” the surveys and titles of which are currently registered on page 255 number 51 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0386-1);	
 		
 	23.	 	Exploitation mining concession named “Clavel” the surveys and titles of which are currently registered on page 521 number 89 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0062-5);	
 		
 	24.	 	Exploitation mining concessions named “Cobre Morado 1 al 10” the surveys and titles of which are currently registered on page 15 number 9 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04106-0474-4);	
 		
 	25.	 	Exploitation mining concession named “Compañia” the surveys and titles of which are currently registered on page 331 number 67 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0355-1);	
 -11- 

 

 	26.	 	Exploitation mining concessions named “Complemento 1 al 10” the surveys and titles of which are currently registered on page 266 number 53 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0573-3);	
 		
 	27.	 	Exploitation mining concession named “Condella” the surveys and titles of which are currently registered on page 623 number 109 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0552-K);	
 		
 	28.	 	Exploitation mining concession named “Coquimbana” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0329-2);	
 		
 	29.	 	Exploitation mining concession named “Coquimbo” the surveys and titles of which are currently registered on page 319 number 61 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0358-6);	
 		
 	30.	 	Exploitation mining concession named “Culebron” the surveys and titles of which are currently registered on page 562 number 97 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0015-3);	
 		
 	31.	 	Exploitation mining concession named “Desempeño” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0331-4);	
 		
 	32.	 	Exploitation mining concession named “El Toro” the surveys and titles of which are currently registered on page 582 number 102 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0047-1);	
 		
 	33.	 	Exploitation mining concession named “Emmita” the surveys and titles of which are currently registered on page 329 number 66 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0009-9);	
 		
 	34.	 	Exploitation mining concessions named “Encarnación 1 al 10” the surveys and titles of which are currently registered on page 83 number 17 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0276-8);	
 		
 	35.	 	Exploitation mining concessions named “Escondida 1 al 2” the surveys and titles of which are currently registered on page 633 number 111 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0040-4);	
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 	36.	 	Exploitation mining concession named “Glady” the surveys and titles of which are currently registered on page 185 number 35 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0611-K);	
 		
 	37.	 	Exploitation mining concession named “Gloria” the surveys and titles of which are currently registered on page 149 number 29 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0609-8);	
 		
 	38.	 	Exploitation mining concession named “Guanaco” the surveys and titles of which are currently registered on page 333 number 68 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0363-2);	
 		
 	39.	 	Exploitation mining concessions named “Hermosa 1 al 3” the surveys and titles of which are currently registered on 120 page number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0059-5);	
 		
 	40.	 	Exploitation mining concession named “Hermosa” the surveys and titles of which are currently registered on page 179 number 34 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0617-9);	
 		
 	41.	 	Exploitation mining concession named “Huamachuco” the surveys and titles of which are currently registered on 120 page number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0332-2);	
 		
 	42.	 	Exploitation mining concession named “Infante” the surveys and titles of which are currently registered on page 327 number 65 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0012-9);	
 		
 	43.	 	Exploitation mining concession named “Invierno” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0334-9);	
 		
 	44.	 	Exploitation mining concession named “Jazmin” the surveys and titles of which are currently registered on page 746 number 123 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0343-8);	
 		
 	45.	 	Exploitation mining concession named “Las Dos Coloradas” the surveys and titles of which are currently registered on page 315 number 59 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0357-8);	
 		
 	46.	 	Exploitation mining concession named “Laura” the surveys and titles of which are currently registered on page 237 number 47 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0557-0);	
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 	47.	 	Exploitation mining concession named “Limari” the surveys and titles of which are currently registered on page 541 number 93 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0538-4);	
 		
 	48.	 	Exploitation mining concession named “Los Angeles” the surveys and titles of which are currently registered on page 122 over number 24 of the Property Registry of the Mines Registry of Coquimbo of the year 1960 (National Rol Nº 04106-0365-9);	
 		
 	49.	 	Exploitation mining concessions named “Los Veneros 1 al 114” the surveys and titles of which are currently registered on page 10 number 4 of the Property Registry of the Mines Registry Andacollo of the year 2007 (National Rol Nº 04104-1067-2);	
 		
 	50.	 	Exploitation mining concessions named “Louisiana”, “Clarin”, “Alabama”, “Rosa”, “Colorada”, “Demasia”, “Florida”, “Tenesee” and “Maria” the surveys and titles of which are currently registered on page 74 number 15 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0342-K);	
 		
 	51.	 	Exploitation mining concessions named “Luz 1 al 6” the surveys and titles of which are currently registered on page 619 number 108 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0198-2);	
 		
 	52.	 	Exploitation mining concession named “Maravilla” the surveys and titles of which are currently registered on page 499 number 84 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0002-1);	
 		
 	53.	 	Exploitation mining concession named “Marta Elvira” the surveys and titles of which are currently registered on page 317 number 60 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0356-K);	
 		
 	54.	 	Exploitation mining concession named “Martina” the surveys and titles of which are currently registered on page 231 number 46 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0618-7);	
 		
 	55.	 	Exploitation mining concession named “Maruja Primera” the surveys and titles of which are currently registered on page 335 number 69 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0555-4);	
 -14- 

 

 	56.	 	Exploitation mining concession named “Maruja Segunda” the surveys and titles of which are currently registered on page 750 number 124 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0554-6);	
 		
 	57.	 	Exploitation mining concession named “Miguel” the surveys and titles of which are currently registered on page 614 number 106 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0508-2);	
 		
 	58.	 	Exploitation mining concessions named “Nanita 1 al 65” the surveys and titles of which are currently registered on page 39 number 13 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0575-K);	
 		
 	59.	 	Exploitation mining concession named “Negrita” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0005-6);	
 		
 	60.	 	Exploitation mining concessions named “Nelly 1 al 5” the surveys and titles of which are currently registered on page 304 number 56 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0576-8);	
 		
 	61.	 	Exploitation mining concession named “Ohio” the surveys and titles of which are currently registered on page 521 number 89 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0063-3);	
 		
 	62.	 	Exploitation mining concession named “Otoño” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0006-4);	
 		
 	63.	 	Exploitation mining concession named “Pelargonia” the surveys and titles of which are currently registered on page 557 number 96 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0328-4);	
 		
 	64.	 	Exploitation mining concession named “Perlita” the surveys and titles of which are currently registered on page 325 number 64 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0066-8);	
 		
 	65.	 	Exploitation mining concession named “Poderosa” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0335-7);	
 -15- 

 

 	66.	 	Exploitation mining concession named “Preciosa” the surveys and titles of which are currently registered on page 217 number 41 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0359-4);	
 		
 	67.	 	Exploitation mining concession named “Primavera” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0336-5);	
 		
 	68.	 	Exploitation mining concession named “Protectora” the surveys and titles of which are currently registered on page 219 number 42 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0010-2);	
 		
 	69.	 	Exploitation mining concession named “Prudencio” the surveys and titles of which are currently registered on page 221 number 43 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0360-8);	
 		
 	70.	 	Exploitation mining concession named “Reforma” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0060-9);	
 		
 	71.	 	Exploitation mining concession named “Relleno” the surveys and titles of which are currently registered on page 173 number 33 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0577-6);	
 		
 	72.	 	Exploitation mining concession named “Resguardo” the surveys and titles of which are currently registered on page 311 number 57 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0362-4);	
 		
 	73.	 	Exploitation mining concessions named “Rio Elqui Uno 1 al 33” the surveys and titles of which are currently registered on page 1160 number 229 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0928-3);	
 		
 	74.	 	Exploitation mining concessions named “Rio Elqui Dos 1 al 95” the surveys and titles of which are currently registered on page 1169 number 230 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0929-1);	
 		
 	75.	 	Exploitation mining concessions named “Rio Elqui Tres 1 al 53” the surveys and titles of which are currently registered on page 769 number 127 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0930-5);	
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 	76.	 	Exploitation mining concessions named “Rio Limari Dos 1 al 11” the surveys and titles of which are currently registered on page 788 number 129 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0932-1);	
 		
 	77.	 	Exploitation mining concessions named “Rio Limari Tres 1 al 70” the surveys and titles of which are currently registered on page 1178 number 231 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0933-K);	
 		
 	78.	 	Exploitation mining concessions named “Rio Limari Cuatro 1 al 82” the surveys and titles of which are currently registered on page 779 number 128 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0934-8);	
 		
 	79.	 	Exploitation mining concession named “Roberto” the surveys and titles of which are currently registered on page 223 number 44 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0367-5);	
 		
 	80.	 	Exploitation mining concession named “Rojo Dos” the surveys and titles of which are currently registered on page 454 number 80 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0578-4);	
 		
 	81.	 	Exploitation mining concession named “Rosario” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0337-3);	
 		
 	82.	 	Exploitation mining concessions named “Rosario 54 al 65”, “Rosario 67” and “Rosario 89” which surveys and titles are currently registered on page 598 number 105 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0389-6);	
 		
 	83.	 	Exploitation mining concession named “Rosario 66” the surveys and titles of which are currently registered on page 70 number 14 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0559-7);	
 		
 	84.	 	Exploitation mining concessions named “Rosario 130 al 138” the surveys and titles of which are currently registered on page 34 number 12 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0629-2);	
 		
 	85.	 	Exploitation mining concessions named “Rosario 171/185” which surveys and titles are currently registered on page 586 number 103 of the Property Registry of	
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 	 	 	the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0631-4);	
 		
 	86.	 	Exploitation mining concessions named “Rosario 186 al 188” and “Rosario 193” which surveys and titles are currently registered on page 591 number 104 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0632-2);	
 		
 	87.	 	Exploitation mining concession named “Rosario 194” the surveys and titles of which are currently registered on page 80 number 16 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0633- 0);	
 		
 	88.	 	Exploitation mining concession named “San Jose” the surveys and titles of which are currently registered on page 88 over number 11 of the Property Registry of the Mines Registry of Coquimbo of the year 1962 (National Rol Nº 04106-0065-K);	
 		
 	89.	 	Exploitation mining concession named “San Lorenzo” the surveys and titles of which are currently registered on page 323 number 63 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0361-6);	
 		
 	90.	 	Exploitation mining concession named “San Miguel” the surveys and titles of which are currently registered on page 578 number 101 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0050-1);	
 		
 	91.	 	Exploitation mining concession named “San Pedro” the surveys and titles of which are currently registered on page 574 number 100 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0090-0);	
 		
 	92.	 	Exploitation mining concessions named “Sandra 1 al 3” the surveys and titles of which are currently registered on page 387 number 74 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0579-2);	
 		
 	93.	 	Exploitation mining concession named “Sandro” the surveys and titles of which are currently registered on page 247 number 49 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0580-6);	
 		
 	94.	 	Exploitation mining concession named “Sebastopol” the surveys and titles of which are currently registered on page 120 number 24 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0007-2);	
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 	95.	 	Exploitation mining concession named “Soledad” the surveys and titles of which are currently registered on page 191 number 36 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0558-9);	
 		
 	96.	 	Exploitation mining concession named “Sonia Primera” the surveys and titles of which are currently registered on page 200 number 38 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0614-4);	
 		
 	97.	 	Exploitation mining concession named “Sonia Segunda “ the surveys and titles of which are currently registered on page 206 number 39 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0616-0);	
 		
 	98.	 	Exploitation mining concession named “Sonia Tercera “ the surveys and titles of which are currently registered on page 212 number 40 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0615-2);	
 		
 	99.	 	Exploitation mining concession named “Sussy Primera “ the surveys and titles of which are currently registered on page 108 number 22 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04104-0622-5);	
 		
 	100.	 	Exploitation mining concession named “Tarapaca “ the surveys and titles of which are currently registered on page 570 number 99 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0281-4);	
 		
 	101.	 	Exploitation mining concession named “Valdivia 1” the surveys and titles of which are currently registered on page 531 number 91 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0048-K);	
 		
 	102.	 	Exploitation mining concession named “Veranito 1” the surveys and titles of which are currently registered on page 659 number 116 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0280-6);	
 		
 	103.	 	Exploitation mining concession named “Verde Bajo” the surveys and titles of which are currently registered on page 313 number 58 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0011-0);	
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 	104.	 	Exploitation mining concessions named “Viejo 1 al 4” the surveys and titles of which are currently registered on page 546 number 94 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0094-3);	
 		
 	105.	 	Exploitation mining concessions named “Zapallo 1 al 3” the surveys and titles of which are currently registered on page 552 number 95 of the Property Registry of the Mines Registry of Andacollo of the year 1996 (National Rol Nº 04106-0325-K);	
 		
 	106.	 	Exploitation mining concessions named “Esperanza 1 al 3” the surveys and titles of which are currently registered on page 19 number 12 of the Property Registry of the Mines Registry Andacollo of the year 2004 (National Rol Nº 04104-1053-2);	
 		
 	107.	 	Exploitation mining concessions named “Fuerza 1 al 24” the surveys and titles of which are currently registered on page 109 number 62 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1049-4);	
 		
 	108.	 	Exploitation mining concessions named “Milla 1 al 10” the surveys and titles of which are currently registered on page 91 number 59 of the Property Registry of the Mines Registry Andacollo of the year 2003(National Rol Nº 04104-1050-8);	
 		
 	109.	 	Exploitation mining concessions named “Nuevo Mexico 1 al 40” the surveys and titles of which are currently registered on page 9 number 9 of the Property Registry of the Mines Registry Andacollo of the year 2004 (National Rol Nº 04106-0268-7);	
 		
 	110.	 	Exploitation mining concessions named “Osorno 1 al 8” the surveys and titles of which are currently registered on page 1098 number 213 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04106-0488-4);	
 		
 	111.	 	Exploitation mining concession named “Recife 1” the surveys and titles of which are currently registered on page 104 number 61 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1051-6);	
 		
 	112.	 	Exploitation mining concessions named “Remanso 1 al 30” the surveys and titles of which are currently registered on page 97 number 60 of the Property Registry of the Mines Registry Andacollo of the year 2003 (National Rol Nº 04104-1052-4);	
 		
 	113.	 	Exploitation mining concessions named “Rosa 1 al 15” the surveys and titles of which are currently registered on page 250 number 55 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04104-0959-3);	
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 	114.	 	Exploitation mining concessions named “Rosa Segunda 1 al 41” the surveys and titles of which are currently registered on page 232 number 53 of the Property Registry of the Mines Registry Andacollo of the year 1997 (National Rol Nº 04104-0961-5); and	
 		
 	115.	 	Exploitation mining concessions named “Vicky 1/2” the surveys and titles of which are currently registered on page 167 number 32 of the Property Registry of the Mines Registry Andacollo of the year 1996 (National Rol Nº 04104-0624-1).	
2. Purchase and Sale of the Royalty .
     (a) Operator hereby grants, sells, assigns, transfers and conveys to Royal Gold, and Royal Gold purchases from Operator, the Royalty free and clear of any Lien (other than any Lien created by this Agreement or the Avío Agreement) in accordance with and subject to the terms and conditions set forth in this Agreement. This sale, assignment and transfer is subject to the satisfaction or waiver of the conditions precedent for effectiveness ( condiciones suspensivas ) set forth herein and in Schedule C (the “ Condiciones Suspensivas ”), including but not limited to the registration of the mortgage and prohibitions mentioned under Sections 6(p) and 6(q) and the payment to Operator of the Purchase Price mentioned hereto below. This Schedule C , duly signed by the appearing Parties, is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under the same number of the same. This Agreement and any registration, guarantee, security interest ( caución ), or annotation related thereto, including those relating to the mortgage and prohibitions mentioned under Sections 6(p) and 6(q), will terminate immediately, ipso facto , without the need of any declaration, judicial or otherwise, further action from, or document executed by, any of the Parties, if the Condiciones Suspensivas have not been satisfied or waived on or before November 16, 2009, which circumstance for all legal purposes will be demonstrated solely by the lack of execution by the Parties of a public deed granted on this same Notarial Office on or before November 16, 2009, leaving record of the satisfaction or waiver of the Condiciones Suspensivas, and expressly waiving their right to request the termination ( resolución ) of the sale of the Royalty, as provided in articles 1489 and 1873 of the Chilean Civil Code (the “ Deed of Release ”). If this Agreement has terminated as provided above, (i) Operator will be entitled to request to Royal Gold’s Agent, as provided in the Irrevocable Mandate, to execute on behalf of Royal Gold and together with Operator, a public deed whereby it is declared that this Agreement has terminated because the Condiciones Suspensivas have failed, and including any provision considered necessary or desirable to request the cancellation of the registrations eventually made as provided herein (the “ Deed of Cancellation ”) and (ii) Royal Gold will be entitled to request to Operator’s Agent, as provided in the Irrevocable Mandate, to execute on behalf of Operator and together with Royal Gold a Deed of Cancellation.
     In accordance with article 1813 of the Chilean Civil Code, the Parties hereby expressly state that the Royalty is an aleatory payment ( pago aleatorio ) contingent on the proceeds obtained from the exploitation of the Subject Properties and thus the sale of the same is not subject to the condition that such proceeds exist. The Royalty shall be calculated in accordance with Section 3 below.
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     (b) The purchase price for the Royalty is $205,000,000 (the “ Purchase Price ”), which shall be paid on the Closing Date as follows: (i) by issuing and delivering to Operator a number of shares of Royal Gold Common Stock, which as of the date of this deed equals [                 ] shares of Royal Gold Common Stock (the “ Payment in Shares ”) and which number shall be adjusted on or prior to the Closing Date as provided in Schedule D herein, which duly signed by the appearing Parties is part of the instrument herein and is recorded at the end of the registry of the Notary who legalizes this public deed, under the same number of the same; and (ii) by paying [$                      ] in cash or immediately available funds (the “ Payment in Cash ”), by means of an electronic transfer of funds in that exact amount, which amount shall be adjusted on or prior to the Closing Date as provided in Schedule D herein. Upon payment of the Purchase Price and satisfaction or waiver of the other Condiciones Suspensivas, the Parties shall execute the Deed of Release which for greater clarity will be on the date the last of the Condiciones Suspensivas has been satisfied or waived.
     (c) As used in this Agreement, “ Closing Date ” means the later of the date:

 	(i)	 	to be designated by Royal Gold, which date shall be no later than the fifth business day after Royal Gold and its Chilean counsel have received, to their reasonable satisfaction:	

 	(A)	 	for each of the Subject Properties, the following certificates from the relevant Mining Register: (X) mortgages and encumbrances, (Y) interdictions and prohibitions, and (Z) ownership; and	
 		
 	(B)	 	authorized copies of the registrations made evidencing the Avío Agreement and grant of prohibition contemplated therein and the mortgages and grant of prohibition under the Royalty Agreement;	

 	(ii)	 	that is mutually agreed to in writing by the Parties; and	
 		
 	(iii)	 	that is ten business days after the date designated by Royal Gold pursuant to Section 2(c)(i) or mutually agreed by the Parties pursuant to Section 2(c)(ii), as the case may be; provided that Operator has delivered written notice to Royal Gold pursuant to Section 2(a)(vii)(A) of Schedule C , and Royal Gold has delivered written notice to Operator of its intention to postpone the Closing Date by ten business days,	
provided, however that each of the other Condiciones Suspensivas (other than the conditions which by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of each of such conditions) shall have been satisfied or waived as of the designated or agreed date.
3. Royalty .
     (a) As used in this Agreement, the “ Royalty ” means an interest in the Subject Minerals when produced from the Subject Properties granted by Operator to Royal Gold free and clear of any Lien (other than any Lien created by this Agreement or the Avío Agreement) and determined and payable as provided in this Agreement. The Royalty shall be calculated each
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month, adjusted each calendar quarter, and shall be equal to the product obtained by multiplying (i) the Payable Subject Minerals by (ii) the Applicable Rate and then multiplying the resulting product by (iii) the Net Reference Price.
     (b) As used in this Agreement, “ Payable Subject Minerals ” mean, the number of troy ounces of Subject Minerals shipped during a calendar month to a smelter, refiner, other processor or purchaser multiplied by the Payable Factor.
     (c) As used in this Agreement, “ Applicable Rate ” means 51% until such time as the cumulative Payable Subject Minerals under this Agreement after the Closing Date is equal to 910,000 troy ounces and 34% thereafter.
     (d) As used in this Agreement, “ Reference Price ” means the monthly average of the daily official London Bullion Market afternoon quotations for gold quoted in dollars per ounce and calculated to two decimal places as reported by the London Bullion Market Association. If the London Bullion Market Association ceases to publish such quotations for gold, the Reference Price shall be determined by mutual agreement between the Parties, acting reasonably, and if such agreement cannot be reached within five business days of the London Bullion Market Association ceasing to publish the price for gold by arbitration in accordance with Section 7(b) of this Agreement.
     (e) As used in this Agreement, “ Allowable Refining Charge ” means (i) for purposes of the calculation of the Royalty under Section 4(a), the lesser of (A) $6.00 per payable troy ounce of gold for the month or (B) the weighted average refining charge per payable troy ounce of gold for the month in the applicable Metals Sales Contracts, and (ii) for purposes of the calculation of the Quarterly Adjustment to the Royalty under Section 4(c), the lesser of (A) $6.00 per payable troy ounce of gold for the quarter or (B) the weighted average refining charge per payable troy ounce of gold for the quarter in the applicable Metals Sales Contracts.
     (f) As used in this Agreement, “ Net Reference Price ” means (i) the Reference Price minus (ii) the Allowable Refining Charge.
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4. Time and Manner of Payment of the Royalty .
     (a) Beginning in the calendar month in which copper concentrate produced from the Subject Properties is first shipped to any smelter, refiner or other processor or purchaser, the Royalty shall be computed, accrued and paid, if applicable, on a monthly basis within 15 days after the end of each calendar month. Notwithstanding the foregoing, Operator shall be required to pay at that time only that percentage of the Royalty due in respect of any Subject Minerals that is equal to the percentage of the payment that Operator has received or has been credited with payment for the sale or disposition of such Subject Minerals at that time under the Metal Sales Contract; provided, however , that Operator shall bear all risk of loss of material in the event of a loss in transit of any Subject Minerals shipped to any third party smelter, refiner or other processor or purchaser under any Metal Sales Contract and the Royalty shall be paid solely from, and at the time of, the Operator’s receipt of insurance benefits paid in respect of such loss.
     For the avoidance of doubt, as an example of the manner of the determination of the timing of the Royalty and as illustration of the intent of the Parties with respect to such determination:
If copper concentrate is shipped on February 15, and Operator has received or been credited with payment of 85% of the net smelter return during the month of February, Royal Gold shall receive 85% of the Royalty based on the Payable Subject Minerals in such shipment on March 15, or the next business day following thereafter if March 15 is not a business day. If Operator has received or been credited with payment of the remaining 15% of the net smelter return payable on April 15, Royal Gold shall receive the remaining 15% of the Royalty based on the Payable Subject Minerals in such shipment on May 15 or the next business day following thereafter if May 15 is not a business day.
     (b) Each Royalty paid by Operator to Royal Gold shall be accompanied by a statement (“ Royalty Statement ”) in reasonable detail sufficient to allow Royal Gold to determine the method of computation of such Royalty and the accuracy thereof. Each Royalty Statement shall include the number of troy ounces of Subject Minerals shipped to a smelter, refiner, other processor or purchaser during the applicable calendar month, and the Payable Subject Minerals, Payable Factor, Applicable Rate, Reference Price and Allowable Refining Charge then in effect, as well as any other pertinent information, in sufficient detail to explain the calculation of the Royalty.
     (c) Within 15 days of the end of each calendar quarter (March 31, June 30, September 30 and December 31), Operator will reconcile, on an aggregate basis, any adjustments (up or down) to the Royalty Statements as may be necessary for such quarter to reflect the difference between the Royalty, as calculated and paid on a monthly basis, and the Royalty calculated for such quarter, reflecting (i) the Allowable Refining Charges calculated for such calendar quarter, (ii) any adjustments to the weight or grade of the concentrate made pursuant to any Metal Sales Contract during such quarter and (iii) to the extent that the average Payable Factor for such calendar quarter is less than 90.6%, to increase the Royalty in respect of such calendar quarter to reflect a deemed Payable Factor of 90.6% (each a “ Quarterly Adjustment ”).
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In the event the Quarterly Adjustment reflects a balance owing to Royal Gold, the Operator shall provide written notice to Royal Gold of the amount of such underpayment and will pay such Quarterly Adjustment in accordance with Section 4(a) of this Agreement. In the event the Quarterly Adjustment reflects an overpayment to Royal Gold, the Operator shall provide written notice to Royal Gold of the amount of such overpayment and shall be entitled to deduct such amount of the Quarterly Adjustment from any Royalties owing to Royal Gold.
     (d) Royal Gold, at its sole election and expense, shall have the right to perform audits of Operator’s accounts relating to the Royalty Statements. Any such inspection shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon at least 10 business days’ prior written notice by Royal Gold, subject at all times to the workplace rules and supervision of Operator, and provided that any rights of access do not interfere with any exploration, development, mining or milling activities conducted on the Subject Properties. Each Royalty Statement shall be final and binding on Operator and not subject to subsequent modification by Operator, except to the extent necessary to account for a final settlement made by a smelter or refinery in respect of a provisional payment that was previously included in the calculation of a Royalty as set forth in a Quarterly Adjustment. Notwithstanding the foregoing, Royal Gold may by written notice to Operator delivered within one year after the receipt of a Royalty Statement object to a payment of the Royalty to which such Royalty Statement relates. Such notice shall specify the basis for the objection in reasonable detail. Subject to Section 7(b), Operator shall be required to account for any deficit in the payment of such Royalty which was the subject of such objection. For greater certainty, if it is determined by agreement of the Parties or by arbitration that any Royalty has not been properly paid in full, Operator shall make the balance of such Royalty owing within 10 days of such agreement or arbitral award.
     (e) Except to the extent that Royal Gold has exercised its right to take all or a portion of the Royalty in kind pursuant to Section 4(f), all payments of the Royalty shall be made in United States dollars by wire transfer in immediately available funds to Royal Gold on or before the due date at an account designated by Royal Gold and communicated to Operator at least five days prior to the due date.
     (f) To the extent that physical gold is made available to Operator in the case of gold recovered from concentrate, Royal Gold may elect, upon 15 days’ written notice to Operator prior to the first day of the first calendar month for which such election shall be effective, to take all or a portion of the Royalty in kind by physical delivery of the refined gold. During any period in which Royal Gold has elected to take the Royalty for gold in kind, Operator shall make the refined gold bullion available to Royal Gold at the place where the bullion has been refined on the date for payment of the Royalty. The bullion shall be in the form in which Operator sells or otherwise disposes of the same. Operator shall provide at least 10 days’ prior notice to Royal Gold of the name and location of the refinery or smelter and the date or dates on which the bullion will be available to Royal Gold.
5. General Covenants Regarding the Royalty .
     (a)  Hedging Transactions: Futures, Options and Other Trading . No profits or losses resulting from any hedging agreements, commodity futures trading, option trading, metals trading, gold loan forward sale, option, swap, price collar of fixing contract off-take agreement
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or any combination thereof, and any other similar transactions by Operator shall be subject to the Royalty and all such transactions by Operator, and any profits or losses associated therewith, shall be solely for the account of Operator engaging in such transactions and shall not be included in the calculation of the Royalty.
     (b)  Commingling . Operator shall be entitled to commingle Subject Minerals and minerals from any other properties during the production, milling (concentrating), refining, minting or further processing of Subject Minerals. Before any Subject Minerals produced from any of the Subject Properties are commingled with minerals from other properties, the Subject Minerals shall be weighed, measured, sampled and analyzed in accordance with sound mining and metallurgical practices and in accordance with a written plan in reasonable detail previously submitted to Royal Gold so that quantities of gold and the Royalty can be reasonably and accurately determined. Representative samples of the Subject Minerals produced from the Subject Properties shall be retained by Operator and assays (including moisture and penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, commercial minerals, and other appropriate content. Detailed records shall be kept by Operator showing measures, moisture, assays of metal, commercial minerals, and other appropriate mineral content of Subject Minerals produced from the Subject Properties, and copies of all such records shall be provided to Royal Gold on a contemporaneous basis. From this information, Operator shall determine the amount of the Royalty due and payable to Royal Gold from the Subject Minerals produced from the Subject Properties that are to be commingled with minerals from other properties. If Royal Gold does not object in respect of a payment of the Royalty within the period for objection specified in Section 4(d), Operator may dispose of the measurement and sampling materials and data required to be kept and produced by this Section 5(b).
     (c)  Books and Records . Operator shall keep true and accurate books and records of all of its operations and activities under this Agreement or which would affect any Royalty under this Agreement. Such books and records shall be kept in accordance with generally accepted accounting principles consistently applied. Operator shall keep for a period of not less than three years, all records and information relating to the calculation and payment of the Royalty, including accurate records of tonnage, volume of production, analyses of products, weight, moisture, assays of pay metal content, refining charges and other related records and information.
     (d)  Reports . Operator shall deliver to Royal Gold or make available to Royal Gold on a secure website:

 	(i)	 	Monthly construction, operating and exploration reports for all activities on the Subject Properties, copies of all metallurgical results received from any smelter, refiner, other processor or purchaser in respect of Subject Minerals;	
 		
 	(ii)	 	Annual reports of mineral reserves and resources for the Subject Properties as and when calculated from time to time but no less frequently than December 31 of such year and such reports shall be delivered to Royal Gold within two months following such date of estimation;	
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 	(iii)	 	A list of all material engineering and economic studies or reports related to the Project, including all material amendments or revisions to Project Studies, as and when prepared, and if requested by Royal Gold a copy of any or all such reports and studies, in paper and electronic format as requested by Royal Gold;	
 		
 	(iv)	 	A copy of the annual budget for operations on the Subject Properties, production forecasts and life of mine plan, and all material updates or revisions to any of them, as and when prepared;	
 		
 	(v)	 	A copy of all new Metal Sales Contracts and any amendment to an existing Metal Sales Contract;	
 		
 	(vi)	 	Prompt notice of any material event pertaining to the Project or the Subject Properties, including any material event of Force Majeure, legal or administrative proceedings, disputes under any Metal Sales Contract, notice of a violation of any Governmental Requirement, any event, development or occurrence that has or is reasonably likely to have a Material Adverse Effect on Operator, or any actual or threatened withdrawal or cancellation of any material Approval; and	
 		
 	(vii)	 	Advance notice of any proposed Fundamental Process Change.	
     Notwithstanding this Sections 5(d), Operator shall have no obligation to provide any Person to act as a qualified person in respect of, provide qualified person consents or certificates in respect of or otherwise certify for or on behalf of Royal Gold, any mineral reserve and resource statements, reports, press releases or other documentation of any kind.
     (e)  Inspections . At any reasonable time during normal business hours and from time to time, on reasonable prior notice, Operator shall permit Royal Gold acting through its officers, employees and representatives (the “ Representatives ”), acting reasonably and at their own expense, to review, examine and make copies of and abstracts from the books and records of Operator referred to in Section 5(c) and to visit and inspect the properties of Operator (including the Subject Properties, the Ancillary Property Rights and all improvements thereto and operations thereon) and to discuss the operations, technical findings, affairs, finances and accounts of Operator and other matters affecting Operator and its properties with the officers of Operator (the “ Confidential Information ”). To the extent permitted under the Metal Sales Contracts, Royal Gold and its Representatives shall also have the right to be present or to be represented at any smelter, refinery or other processing facility at which the weighing, sampling and assaying of metals and the calculation of the Royalty will be determined and any information or documentation obtained from those visits or investigations shall also be considered part of the Confidential Information. Operator shall not be responsible for injuries to or damages suffered by Royal Gold or its representatives while visiting the properties of the Operator (including the Subject Properties) unless such injuries or damages are caused or contributed to by the gross negligence or willful misconduct of Operator or its representatives. Royal Gold and its Representatives shall not permit their activities permitted by this Section 5(e) to unreasonably interfere with the business and operations of Operator and its properties, including the Project
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site, or at any mill or processor at which Subject Minerals may be processed, and agree that such inspections shall be subject to the confidentiality provisions of this Agreement. Such site inspection activities shall also be subject to supervision of Operator, conducted in compliance with Governmental Requirements and Operator’s safety and workplace rules and procedures. Royal Gold and its Representative shall diligently complete any audit or other examination permitted hereunder.
6. Additional Covenants of the Parties .
     (a)  Maintenance of Insurance . Operator will maintain, with financially sound and reputable insurance companies, property, liability, business interruption, construction and other insurance covering Operator and its operations, the Project, the Ancillary Property Rights and the Subject Properties and covering at least such risks, liabilities, damages and loss as are usually insured against at mining operations of similar size and scope in Chile.
     (b)  Preservation of Existence, Etc . Operator shall preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its incorporation or formation; and, Operator will maintain the qualifications required in view of its business and operations or the ownership of its properties. Operator shall not, except with 60 days’ prior written notice to Royal Gold and as provided in Section 6(o)(ii) of this Agreement, as applicable, liquidate or dissolve, or enter into any consolidation, amalgamation or merger, or enter into any partnership, joint venture or other combination where such combination involves a contribution by Operator of all or substantially all of its assets, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes substantially all of such assets, or sell, lease or dispose of all or substantially all of the Subject Properties or the Ancillary Property Rights, or enter into any agreement with respect to the foregoing or agree to do or undertake any of the foregoing.
     (c)  Maintenance of the Project . Operator shall not, directly or indirectly, except with 60 days’ prior written notice to Royal Gold, abandon, delay, forego or stop the exploration, development, construction or operation of the Project, or abandon, relinquish, terminate or allow the termination of any claim, lease, title or interest within or forming part of the Subject Properties or the Ancillary Property Rights, or abandon, relinquish, terminate or, to the extent it is within Operator’s control, allow the termination of any Approval necessary for the development, construction or operation of the Project, except for cessation of operations under care and maintenance, as a result of a Force Majeure, pursuant to any Governmental Requirement or to protect life, limb or property.
     (d)  Notice of Default or Insolvency Proceedings . Operator shall furnish to Royal Gold as soon as possible and in any event within three business days after the occurrence of any material breach of any covenant, agreement or obligation of Operator under this Agreement, written notice setting forth the details of such breach, and the action that Operator proposes to take with respect thereto. Operator shall also furnish to Royal Gold immediate written notice if either: (i) Operator or any of its shareholders or Subsidiaries commence a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; (ii) Operator or any of its shareholders or Subsidiaries consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its
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assets; (iii) Operator or any of its shareholders or Subsidiaries make a general assignment for the benefit of creditors; (iv) Operator or any of its shareholders or Subsidiaries takes corporate or other action in furtherance of any of the foregoing; or (v) entry is made against Operator or any of its shareholders or Subsidiaries of a judgment, decree or order for relief affecting a substantial part of any of their assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.
     (e)  Material Agreements . Operator shall comply with the terms and conditions of each of the Material Agreements, except where any non-compliance could not reasonably be expected to cause a default under such Material Agreement or have a Material Adverse Effect.
     (f)  Confidentiality . Royal Gold shall not, and shall cause its Representatives not to, without the express written consent of Operator, which consent shall not be unreasonably withheld or delayed, disclose any non-public data or information concerning Operator’s operations or the Subject Properties or otherwise obtained under this Agreement; or otherwise issue any press releases concerning operations or the Subject Properties; provided, however , that Royal Gold may disclose any data or information obtained under or in connection with this Agreement without the consent of Operator: (i) if required to be made for compliance with any law, regulation or a requirement or order of a court having jurisdiction over Royal Gold or its Affiliates, provided that Royal Gold shall disclose only such data or information as, in the opinion of its counsel, is required to be disclosed and provided further that Royal Gold shall promptly notify Operator in writing to permit Operator to have the opportunity to provide comments on the disclosure and to contest or seek to obtain an injunction or protective order or other remedy restricting the disclosure of such information; (ii) if required by Royal Gold’s securities exchanges or securities regulatory authority, provided that Royal Gold shall promptly notify Operator in writing to permit Operator to have the opportunity to provide comments on the disclosure; (iii) to any of Royal Gold’s Representatives; (iv) to any third party to whom Royal Gold, in good faith, anticipates selling or assigning any portion of Royal Gold’s interest hereunder; or (v) to a prospective lender to whom any portion of Royal Gold’s interest hereunder is proposed to be granted as security; provided further that Royal Gold will (A) retain the Confidential Information in confidence and will only disclose it to those Representatives or third parties in the case of clauses (iii) through (v) above, on a need to know basis where those Representatives or third parties have been informed of and agree to be bound by the terms of this Section 6(f) as if those Representatives or third parties were party to this Agreement; (B) ensure that proper and secure storage is provided for the Confidential Information; (C) not use any such Confidential Information for its own use or benefit, except for the purpose of enforcing its rights under this Agreement or for the purposes stated in this Section 6(f); and (D) ensure that none of its Representatives or third parties to which access has been granted to Confidential Information as provided herein, does any act or thing which, if done by Royal Gold, would constitute a breach of the undertakings contained in this Agreement.
     (g)  Compliance with Law .

 	(i)	 	Operator shall at all times comply in all material respects with all applicable Governmental Requirement relating to Operator’s operations on or with respect to the Subject Properties and the Ancillary Property	
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 	 	 	Rights, including but not limited to Environmental Laws; provided, however , Operator shall have the right to contest any of the same if such contest does not jeopardize title to or its operations on the Subject Properties, the Ancillary Property Rights or Royal Gold’s rights under this Agreement.	

 	(ii)	 	Operator shall timely and fully perform in all material respects all environmental protection and reclamation activities required on or with respect to the Subject Properties and the Ancillary Property Rights.	
     (h)  Stockpiling . Except pursuant to a Metal Sales Contract, Operator shall be entitled to stockpile, store or place ores or mined rock containing minerals produced from the Project in any locations owned, leased or otherwise controlled by Operator or its Affiliates, on or off the Project site, provided when such location is not owned by Operator or its Affiliates, it has first secured from the property owner where such stockpiling, storage or placement is to occur a written agreement, in recordable form, that provides that Royal Gold’s rights to the Royalty on such Subject Minerals shall be preserved. Such agreement shall provide that (i) Royal Gold’s rights pursuant to this Agreement shall continue in full force and effect with respect to such Subject Mineral; (ii) Royal Gold’s rights in and to such Subject Minerals shall be the same as if the Subject Minerals were situated on the Subject Properties; (iii) Royal Gold’s rights to such Subject Minerals in the stockpiled material shall take precedence over the rights of the property owner (and/or of such property owner’s creditors) to the stockpiled material; and (iv) the stockpiling agreement shall be irrevocable as long as the Subject Minerals from the Subject Properties, or any part thereof, remain on the property not part of the Subject Properties.
     (i)  Tailings and Residues . All tailings, residues, waste rock, spoiled leach materials, and other waste materials (collectively “ Materials ”) resulting from Operator’s operations and activities on the Subject Properties after the Closing Date shall be the sole property of Operator, but shall remain subject to the Royalty should the processing or reprocessing or use of Materials, as the case may be, in the future result in the production of Subject Minerals. Notwithstanding the foregoing, Operator shall have the right to sell or otherwise dispose of Materials from the Subject Properties in an arms’ length transaction with a third party, and to commingle the same with Materials from other properties. In the event Materials produced after the Closing Date from the Subject Properties are processed, reprocessed or used: (i) the amount of Materials on which the Royalty is payable shall be determined using the best engineering and technical practices then available, and (ii) if such Materials are sold or otherwise disposed of to a third party, the Royalty shall only be payable to the extent that the proceeds or credit received by Operator from the sale or other disposition of such Materials exceed the direct costs of processing the Materials for sale or disposition and the costs of transportation borne by Operator in connection with such sale or disposition.
     (j)  Title Maintenance and Taxes; Abandonment; Conversion and Exchange Rights .

 	(i)	 	Operator shall maintain, preserve, protect and defend, at its own expense, its ownership of and title to the Subject Properties and the Ancillary Property Rights, including, paying when due all patentes, annual fees, Taxes, Liens and assessments, and doing all other things and making all	
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 	 	 	other payments necessary or appropriate to maintain the ownership, right, title and interest of Operator and Royal Gold, respectively, in the Subject Properties, the Ancillary Property Rights and under this Agreement.	

 	(ii)	 	If Operator intends to abandon all or any portion of the Subject Properties (“ Abandonment Property ”), Operator shall give 60 days’ written notice of such intention in advance of the proposed date of abandonment to Royal Gold, and Royal Gold shall have the right, but not the obligation, to have Operator assign or transfer such Abandonment Property to Royal Gold, for a purchase price of $10.00 per Abandonment Property to be paid to Operator. If Operator reacquires any interest in any portion of the mining concessions covered by the Abandonment Property at any time, the production of Subject Minerals from such ground shall be subject to the Royalty and this Agreement.	
 		
 	(iii)	 	The rights of Royal Gold with respect to the Subject Properties shall not be adversely affected by any conversion of the exploration concessions into exploitation concessions or any other form of tenure or mineral or surface interest, and the Royalty and this Agreement shall remain in full force and effect with respect to each property or interest resulting from any such conversion.	
     (k)  Marketing .

 	(i)	 	Operator shall not amend or modify the terms of any Metal Sales Contract that is in effect on the date of this Agreement to include, or enter any new Metal Sales Contract that contains, any provisions that would prejudice the economic interest of Royal Gold under this Agreement and not be typically contained in arms’ length contracts for smelting, refining or other processing of copper concentrates, as the case may be, without the prior written consent of Royal Gold, not to be unreasonably withheld.	
 		
 	(ii)	 	Operator (A) shall comply at all times in all material respects with all agreements between Operator and any third party smelter, refiner, other processor or purchaser relating to Subject Minerals produced from the Subject Properties and (B) except pursuant Section 6(o)(ii), shall not assign any of its rights or interests under any such agreement without the prior written consent of Royal Gold, not to be unreasonably withheld. Operator shall promptly notify Royal Gold of any material dispute arising under any such agreement.	
 		
 	(iii)	 	Operator shall not sell ore from the Project, to any third party, nor recover gold from the Project in a form other than in concentrate, without the prior written consent of Royal Gold.	
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     (l)  Fundamental Process Changes . If Operator wishes to implement a Fundamental Process Change that reasonably would be expected to result in an adverse impact on the economic interest of Royal Gold under this Agreement in excess of $510,000 in any 12 month period, Operator and Royal Gold will negotiate in good faith an equitable adjustment to the entitlement of Royal Gold hereunder, which adjustment shall have effect from the date on which such Fundamental Process Change is instituted. If such equitable adjustment cannot be settled by negotiation within 60 days of the institution of the Fundamental Process Change, the appropriate adjustment shall be determined by arbitration pursuant to Section 7(b). The arbitration panel shall be instructed to adjust the entitlement of Royal Gold hereunder such that the Royalty payable to Royal Gold after the institution of the Fundamental Process Change will be equivalent to the Royalty that it would have been entitled to had the Fundamental Process Change not been instituted.
     (m)  Operations .

 	(i)	 	Operator shall engage solely in the business of developing and operating the Subject Properties and the Project and other prospective mineral properties, and in activities incidental thereto, in accordance with good mining industry practices.	
 		
 	(ii)	 	Operator shall conduct all operations on or that affect the Subject Properties and the Ancillary Property Rights in a good, workmanlike, safe and efficient manner. Operator shall use all commercially reasonable efforts to diligently (A) pursue completion of construction and completion of the Project and to cause such construction and completion to occur in accordance with the schedules in the Project Studies and consistent with prudent development practices; (B) construct and complete the mill, plant, physical facilities and infrastructure for the Project in accordance with the most recent schedules in the Project Studies and consistent with prudent development practices; and (C) develop, operate and manage the Project in all material respects in accordance with the Governmental Requirements, the Approvals, and in accordance with the most recent schedules in the Project Studies and consistent with prudent development practices. Operator shall promptly notify Royal Gold of any material revision, modification, supplement or amendment to, or change of work order affecting the Project.	
 		
 	(iii)	 	Operator shall diligently pursue all Approvals necessary for the development, construction, operation and closure of the Project that have not been obtained prior to the date of this Agreement. Operator shall maintain in full force and effect, and diligently comply, in all material respects with the terms and conditions of all Approvals necessary for the development, construction and operation of the Project which have been obtained and Operator shall diligently enforce, maintain and protect the rights and interests granted to it in connection with such Approvals.	
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 	(iv)	 	Operator shall not consider the economic effect of the Royalty in any resource or reserve determination, mine planning or mine development, or in any studies, analyses or decision regarding the nature or location of the ore to be mined or the sequence of mining operations on the Subject Properties.	
 		
 	(v)	 	All decisions concerning methods, the extent, times, procedures and techniques of any (A) exploration, development and mining related to the Project, (B) leaching, milling, processing or extraction treatment and (C) materials to be introduced on or to the Project or produced therefrom, and all decisions concerning the sale or other disposition of concentrate from the Project, shall be made by Operator, acting reasonably and in accordance with accepted mining industry practices in the circumstances.	
 		
 	(vi)	 	Except as expressly set forth in this Agreement, Operator shall retain sole discretion with respect to the operation of the Project.	
 		
 	(vii)	 	Except as expressly set forth in this Agreement, Operator shall not be responsible for or obliged to make any payment of Royalty for Subject Minerals, or Subject Minerals’ value, lost in any mining or processing of Subject Minerals conducted in accordance with accepted mining and milling practices.	
 		
 	(viii)	 	Operator shall not be required to mine Subject Minerals if it has determined, acting reasonably, that exploitation of the Project is not, at the relevant time, economically feasible.	
     (n)  Covenants Running with the Subject Properties . The Royalty and Royal Gold’s interests provided in this Agreement shall attach to (i) any amendments, relocations, adjustments, resurvey, additional locations of any existing mining claims or concessions or conversions of any mining claims or concessions comprising the Subject Properties, and any extralateral rights claimed by Operator pertaining to any interests within the Subject Properties, and (ii) to any renewal, amendment or other modification or extensions of any leases of any real property interests now existing or hereafter arising comprising the Subject Properties. The Royalty is an interest in the Subject Minerals and unless and until terminated as herein provided, and shall be applicable to Operator and its transferees, successors and assignees of the Subject Properties or any portion thereof and shall represent an interest in minerals in place.
     (o)  Assignment .

 	(i)	 	Royal Gold may transfer, sell, assign, lease, convey, mortgage, pledge or otherwise dispose of or encumber (“ Transfer ”) all or any portion of the Royalty or its interest under this Agreement (A) to an Affiliate by providing 10 days’ prior written notice to Operator and (B) to any Person who is not an Affiliate by providing 60 days’ prior written notice to Operator. Before any direct or indirect Transfer by Royal Gold of all or any portion of the Royalty or its interest under this Agreement shall	
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 	 	 	become effective or relieve Royal Gold of its obligations under this Agreement, Royal Gold shall first have delivered to Operator a written undertaking, executed by public deed in form and substance satisfactory to Operator, acting reasonably, by the Person receiving the interest subject to the Transfer and enforceable by Operator, that it will be bound by the terms and conditions of this Agreement and any amendments hereto with respect to the interest subject to the Transfer. If Royal Gold Transfers a portion of the Royalty, then Royal Gold and all such transferees must agree to common administrative procedures for payment, audit rights and notice under this Agreement.	

 	(ii)	 	Operator may only Transfer an interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights to a Person that has or will have immediately following the Transfer the financial wherewithal and either has or will have immediately following the Transfer the technical wherewithal or has engaged a Person with the technical wherewithal, to assume all of Operator’s obligations under this Agreement. Operator shall not, directly or indirectly, except with 60 days’ prior written notice to Royal Gold, Transfer, or enter into any agreement to Transfer, all or any portion of its interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights. No direct or indirect Transfer of all or any portion of Operator’s interest in this Agreement, the Project, the Subject Properties or the Ancillary Property Rights (including, but not limited to, any Transfer by merger, consolidation, amalgamation, liquidation, dissolution or otherwise by operation of law), shall become effective or relieve Operator of its obligations under this Agreement, including its liability for payment of the Royalty under this Agreement, unless Operator shall first have delivered to Royal Gold a written undertaking, executed by public deed in form and substance satisfactory to Royal Gold, acting reasonably, by the Person receiving the interest subject to the Transfer and enforceable by Royal Gold, that it will be bound by the terms and conditions of this Agreement and any amendments hereto with respect to the interest subject to the Transfer.	
 		
 	(iii)	 	This Agreement shall inure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective permitted successors and permitted assigns.	
     (p)  Grant of Mortgage . With the purpose of warranting the complete and timely performance of each and all of the obligations undertaken herein by Operator, Mr.                      on behalf of Operator constitutes herein a first degree mortgage on the Subject Properties in favor of Royal Gold. The Parties state that the mortgage created is to warrant to Royal Gold the complete, full and timely performance of each and all of Operator’s obligations, including but not limited to payment of the Royalty. Mr.                      , on behalf of Royal Gold, accepts herein the constitution of the above mortgage.
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     The mortgages created herein are subject to the satisfaction or waiver of each of the Condiciones Suspensivas, which satisfaction or waiver shall be conclusively determined by the execution by both Parties of the Deed of Release.
     Operator leaves testimony that the mortgage granted above has been authorized by the Extraordinary Shareholders Meeting recorded on the public deed dated                      of                      of 2009 granted before the Notary Public of Santiago Mr.                      , (repertory number                      ).
     (q)  Grant of Prohibition . With the purpose of warranting the complete and timely performance of each and all of the obligations undertaken herein by Operator, Mr.                      on behalf of Operator hereby grants prohibition:

 	(i)	 	to sign any type of Avío with respect to all or any of the Subject Properties, without the prior written consent of Royal Gold; and	
 		
 	(ii)	 	to Transfer, directly or indirectly, all or any portion of the Subject Properties, without the prior written consent of Royal Gold unless: (A) transferee has the financial wherewithal or will have the financial wherewithal immediately following the Transfer and either has the technical wherewithal or has engaged a Person with the technical wherewithal, to assume all of Operator’s obligations under this Agreement; (B) Operator gives 60 days written notice to Royal Gold prior to the Transfer; and (C) Operator has delivered to Royal Gold a written undertaking, executed by public deed in form and substance satisfactory to Royal Gold, acting reasonably, by the transferee and enforceable by Royal Gold, that it will be bound by the terms and conditions of this Agreement.	
     Mr.                      , on behalf of Royal Gold accepts herein the creation of the above described prohibitions and hereby authorizes Operator to grant any Liens (other than Liens that constitute Avíos, which are addressed in Section 6(q)(i)) over the Subject Properties and Ancillary Property Rights if the same are reasonably required by financiers of the Project in connection with bona fide financings in order to provide new or additional funding for the exploration, development, construction or operation of the Project, which Operator, acting reasonably, considers necessary or desirable to that effect. Royal Gold shall execute all acts or contracts in form and substance agreed to by the Parties, acting reasonably, required to execute and register, if applicable, such Liens (other than Liens that constitute Avíos, which are addressed in Section 6(q)(i)).
7. Miscellaneous .
     (a)  Governing Law . This Agreement is to be governed by and construed under the laws of Chile, without giving effect to those principles of conflicts of laws that might otherwise require application of the laws of any other jurisdiction.
     (b)  Dispute Resolution .

 	(i)	 	The Parties shall use reasonable commercial efforts to resolve any controversies, disputes or claims arising under this Agreement, including	
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 	 	 	those arising out of a written objection made by Royal Gold to any Royalty Statement concerning any Royalty delivered to it pursuant to Section 4(b). If for any reason any Dispute arising out of this Agreement is not resolved by negotiation and agreement within 30 days after the delivery of a written notice of Dispute, the Dispute shall be determined by arbitration as provided in this Section 7(b).	

 	(ii)	 	All Disputes shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”). The number of arbitrators shall be three. The place of Arbitration shall be Santiago, Chile. The language of the Arbitration shall be Spanish. Judgment may be entered upon an award in any court of competent jurisdiction.	
 		
 	(iii)	 	The Party referring a Dispute to arbitration hereunder shall appoint an arbitrator in the arbitration petition and the respondent Party shall appoint an arbitrator in its response. If within 30 days after the date of the arbitration petition, the respondent has not appointed an arbitrator, such arbitrator shall be appointed by the ICC. Within 30 days of their appointment, the two arbitrators so appointed shall appoint a third arbitrator who shall preside over the arbitration panel. If the two arbitrators cannot agree on a third arbitrator within such 30 day period, the third arbitrator shall be appointed by the ICC.	
 		
 	(iv)	 	Notwithstanding the provisions of Section 7(b)(i), the arbitral tribunal shall have the power to grant interim measures of protection, but, without derogating from the commitment to arbitrate or the power of the arbitral tribunal to grant such measures, it shall not be inconsistent with this Agreement for a party to apply to a court of competent jurisdiction for an interim measure of protection pending the commencement or completion of arbitration.	
 		
 	(v)	 	In any arbitration, or in any court proceeding authorized to be taken under this Agreement, the arbitral tribunal or the court, as the case may be, shall in addition to any other relief, be entitled to make an award or enter a judgment, as the case may be, for reasonable attorney’s fees and disbursements, including experts witness fees, and any other costs of the proceeding. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential or special damages be awarded.	
 		
 	(vi)	 	If contemporaneous Disputes arise under this Agreement, a single arbitration may be commenced in respect of the Disputes.	
     (c)  Notices . Unless otherwise provided in this Agreement, any notice or other correspondence required or permitted by this Agreement shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or
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when given by facsimile transmission, with all necessary delivery charges fully prepaid (or in the case of a facsimile, upon confirmation of receipt), and addressed to the Party to whom directed at the following address:
     If to Operator:
Compañía Minera Carmen de Andacollo
c/o Teck Operaciones Mineras Chile Ltda.
Avenida Vitacura 2939, Piso 24
Las Condes, Santiago, Chile
Attention: Christian Arentsen
Facsimile: (56-2) 464-5794
     with a copy, which shall not constitute notice, to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, British Columbia, V7X 1T2 Canada
Attention: Fred R. Pletcher
Facsimile: (604) 687-1415
     with a copy, which shall not constitute notice, to:
Carey y Cía. Ltda.
Miraflores 222, piso 24
Santiago, Chile
Attention: Rafael Vergara G.
Facsimile: (562) 633-1980
     If to Royal Gold:
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, CO 80202-1132 USA
Attention: Vice President and General Counsel
Facsimile: (303) 595-9385
     with a copy, which shall not constitute notice, to:
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, CO 80202 USA
Attention: Paul Hilton, Esq.
Facsimile: (303) 899-7333
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     with a copy, which shall not constitute notice, to:
Urenda, Rencoret, Orrego y Dörr
Avda. Andrés Bello 2711, Floor 16
Las Condes
Santiago, Chile
Attention: Sergio Orrego
Facsimile: (562) 499-5555
     Any Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section 7(c).
     (d)  Survival . All covenants, agreements, representations, warranties and indemnities made under this Agreement shall survive the execution and delivery of this Agreement and shall survive the Closing Date.

     (e)  Indemnification .

 	(i)	 	Subject to Section 7(e)(iii), Operator agrees to indemnify Royal Gold from and against, and to hold Royal Gold harmless from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (collectively “ Losses ”) which may at any time be imposed on, incurred by or asserted against Royal Gold in any way relating to or arising out of (A) any breach by Operator or any misrepresentation or inaccuracy of any representation or warranty of Operator contained in this Agreement or in any public deed registered pursuant hereto; (B) any breach or non-performance by Operator of any covenant or agreement to be performed by Operator contained in this Agreement or in any public deed registered pursuant hereto; (C) the failure of Operator to comply with any Governmental Requirement, including any Environmental Laws or Approvals relating to environmental protection and reclamation obligations, with respect to the Subject Properties or the Ancillary Property Rights; and (D) the physical environmental condition of the Subject Properties or the Ancillary Property Rights and matters of health or safety related to the Subject Properties or the Ancillary Property Rights or any action or claim brought with respect to either.	
 		
 	(ii)	 	Subject to Section 7(e)(iii), Royal Gold agrees to indemnify Operator from and against, and to hold Operator harmless from, any and all Losses which may at any time be imposed on, incurred by or asserted against Operator in any way relating to or arising out of (A) any breach by Royal Gold or any misrepresentation or inaccuracy of any representation or warranty of Royal Gold contained in this Agreement or in any public deed registered pursuant hereto; and (B) any breach or non-performance by Royal Gold of any covenant or agreement to be performed by Royal Gold contained in this Agreement or in any public deed registered pursuant hereto.	
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 	(iii)	 	In no event will either Party be liable to the other Party for any lost profits (excluding moratorium damages) or incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory) arising out of or in connection with this Agreement, even if advised of such potential damages.	
     (f)  Further Assurances . The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Agreement.
     (g)  Force Majeure . The obligations of Operator in respect of the development, construction, and operation of the Project and shipment of copper concentrate to any smelter, refiner or other processor or purchaser under any Metal Sales Contract shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control (except for lack of funds), including, without limitation, labour disputes (however arising and whether employee demands are reasonable or within the power of the parties to grant); acts of God; laws, regulations, orders, proclamations, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of federal, territorial or local environmental standards; acts of war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather conditions; delay or failure by suppliers or transporters of materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; or any other cause whether similar or dissimilar to the foregoing beyond the reasonable control of Operator (“ Force Majeure ”). Operator shall promptly give notice to Royal Gold of the suspension of performance, stating therein the nature of the suspension, the reasons therefore, and the expected duration thereof. Operator shall resume performance as soon as reasonably possible. Except as expressly set forth in Sections 7(g) and 6(c), the obligations of Operator under this Agreement, including, but not limited to, the obligation to make a payment of Royalty when due, shall not be affected by any Force Majeure.
     (h)  No Partnership . Nothing in this Agreement shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership of any kind or as imposing upon any Party any partnership duty, obligation or liability or any fiduciary duty, obligation or liability to any other Party hereto.
     (i)  Business Opportunity . Except as expressly provided in this Agreement, each Party shall have the right independently to engage in and receive full benefits from its business activities, whether or not competitive with the other Party, without consulting the other Party.
     (j)  Time of the Essence . Time is of the essence in this Agreement.
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     (k)  Entire Agreement . This Agreement, together with the Schedules and Exhibits attached hereto are the complete expression of the entire agreement of the Parties, and no oral promise, statement or representation not contained herein shall be binding on the Parties unless reduced to writing and signed by the Parties.
     (l)  Waiver and Amendment . This Agreement may not be amended, modified or changed; nor shall any wavier of any provision hereof be effective, except by means of a written instrument that has been executed by the Party or Parties to be bound.
     (m)  Taxes .

 	(i)	 	If any Taxes are required by applicable law to be deducted from or in respect of any amounts payable to Royal Gold hereunder:	

 	(A)	 	Royal Gold will receive an amount equal to the sum it would have received if such deduction had not been made less the amount of such deduction;	
 		
 	(B)	 	Operator will make such deductions; and	
 		
 	(C)	 	Operator will pay the full amount deducted to the relevant taxing authority in accordance with applicable law and Operator will promptly furnish to Royal Gold written proof of such payment.	

 	(ii)	 	If Operator fails to pay any Taxes when due to the appropriate taxing authority, Operator will indemnify Royal Gold for any incremental Taxes that may become payable by Royal Gold as a result of any such failure.	
 		
 	(iii)	 	Operator shall be responsible for and shall pay when due any excise Taxes (goods and services Taxes), stamp duties, sales and use Taxes and similar Taxes and any registration fees payable in respect of the sale and transfer of the Royalty to Royal Gold and imposed or collected by any Governmental Authority.	
 		
 	(iv)	 	For greater certainty, Operator shall be entitled to deduct all amounts owing for Taxes as required by applicable law without grossing up any payment to Royal Gold in respect thereof, including but not limited to the Royalty made under this Agreement.	
     (n)  No Brokers or Commissions . Each of the Parties acknowledges, agrees and represents and warrants to the other Parties that it has not engaged any broker, agent or other intermediary to act on its behalf on connection with the transactions contemplated by this Agreement and that it is not aware of any current or possible future claim for any brokerage, agency or finder’s fee or commission in connection with the transactions contemplated by this Agreement and that if any such claim should arise through, or under, or by virtue of any action taken by any party, such Party shall indemnify and hold harmless the others in respect thereof.
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     (o)  Term . This Agreement shall be in effect for 50 years from the date hereof.
     (p)  Appearing Parties . The appearing Parties grant sufficient power to Mr. Sergio Orrego Flory, national identity card Nº 7.051.727-2 and Mr. Rafael Vergara Gutiérrez, national identity card N° 7.018.916-K to jointly perform all acts and execute all public or private instruments that are necessary to clarify, rectify or complement this deed, in relation to the description of the Mining Properties, for the adequate registration of this title, the mortgage and prohibitions, being also authorized to either jointly or separately make the necessary annotations on the original deed and request the required inscriptions, registrations and sub-inscriptions from the corresponding Mines Registrars.
     (q)  Legalization and Registration . The bearer of a notarized copy of this deed is entitled to request and execute all the registrations, sub registrations and notations that might be necessary in the corresponding Mining Registry.
     (r)  Legal Capacity . The legal capacity of Mr.                                           to represent Royal Gold Inc. is evidenced in                                           . The legal capacity of Mr.                                            to represent Compañía Minera Carmen de Andacollo is evidenced in                                         .
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SCHEDULE A
Metallurgical Recovery Rate
The metallurgical gold recovery rate will be calculated as a percentage by dividing the Gold In Concentrate by the Gold In Feed. The terms and methodology necessary for determining the metallurgical gold recovery rate are described below:
Concentrator Feed Tonnage — The weight of ore fed to the concentrator will be measured by a calibrated weighbridge “weightometer” on the conveyor feeding the primary grinding mill. The calibration of the weightometer will be checked monthly. This weightometer measures the wet weight of ore entering the concentrator. Daily samples of the mill feed will be taken from the feed conveyor to determine the moisture content. The dry feed weight to the concentrator will be calculated from the measured wet weight corrected for the measured moisture content. Concentrator Feed Tonnage for a particular time period will be the cumulative sum of the daily dry feed weights for that period of time.
Concentrate Tonnage — The weight of concentrate will be based on weighing and sampling the concentrate haulage trucks as they are dispatched from the mine. The wet concentrate weight will be the difference between the tare weight of the truck before loading and loaded weight. Each truck will be sampled by taking 9 probe samples distributed over the top of the load. The samples from each lot of approximately 10 trucks will be combined to form a lot. The sample will be blended, sub-sampled and sent to the on-site assay laboratory for moisture and metals analysis. The dry concentrate weight will be calculated from the measured wet weight corrected for the measured moisture content. Concentrate Tonnage for a particular time period will be the cumulative sum of the daily dry concentrate weights for that period of time.
Tailings Tonnage — The weight of tailings will be based on the daily metallurgical balance which utilizes the Concentrator Feed Tonnage and the shift feed, concentrate and tailings assays to calculate the concentrate and tailings tonnages. Tailings Tonnage for a particular time period will be the cumulative sum of the daily dry tailings weights for that period of time.
Gold In Feed — Regular and representative samples of the concentrator feed will be obtained from the primary cyclone overflow (flotation feed) at timed intervals and the samples will be composited as a 12 hour shift sample. The feed sample will be dried and assayed in the site assay lab. The average daily feed assays will be multiplied by the corresponding daily Concentrator Feed Tonnage to arrive at daily Gold In Feed. The Gold In Feed for a particular time period will be the cumulative sum of the daily amounts of Gold In Feed for that period of time.
Gold in Tailings —Regular and representative samples of the tailings will be obtained at timed intervals and the various samples will be composited as a 12 hour shift sample. The tailings sample will be filtered and dried and assayed in the site assay lab. The average daily tailing assays will be multiplied by the corresponding daily Tailings Tonnage to arrive at daily Gold In Tailings. The Gold In Tailings for a particular time period will be the cumulative sum of the daily amounts of Gold In Tailings for that period of time.

 

Gold in Concentrate — The gold content of the concentrate will be based on weighing and sampling the concentrate haulage trucks as they are dispatched from the mine. Each truck will be sampled by taking 9 probe samples distributed over the top of the load. The samples from each lot of approximately 10 trucks will be combined to form a lot. The sample will be blended, sub-sampled, dried and assayed for gold in the on-site assay laboratory. The truck lot concentrate assays will be multiplied by the corresponding dry Concentrate Tonnage to arrive at the Gold In Concentrate for that lot. The Gold In Concentrate for a particular time period will be the cumulative sum of the truck lots of Gold In Concentrate for that period of time.
Metallurgical reconciliations will be made to insure Gold In Feed equals the sum of Gold In Concentrate plus Gold In Tails. The cumulative daily metallurgical balance will be reconciled back to the measured concentrate tonnage on a monthly basis with appropriate adjustments for inventory. On a reasonable periodic basis, Gold In Concentrate and Concentrate Tonnage will be reconciled to settled smelter receipts for such comparable period to ensure site measurements are accurate and representative.
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Exhibit 99.4
REGISTRATION RIGHTS AGREEMENT
      REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) dated as of [                      ], 2009, is by and between Royal Gold, Inc., a corporation organized under the laws of the State of Delaware, United States of America (the “ Company ”) and Compañía Minera Carmen de Andacollo, a contractual mining company organized under the laws of Chile (“ Stockholder ”).
RECITALS
     WHEREAS, the Company and Stockholder have entered into that certain Master Agreement, dated as of April 3, 2009 (the “ Master Agreement ”), pursuant to which the Company has agreed to issue Stockholder [                      ] shares of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”);
      WHEREAS , after the issuance of the Common Stock to Stockholder, Stockholder will be the beneficial owner of approximately [       ]% of the issued and outstanding shares of Common Stock;
     WHEREAS, the Company and Stockholder have entered into that certain Stockholder Agreement dated as of the date of the Master Agreement (the “ Stockholder Agreement ”), in order, among other things, to govern the voting, transfer and certain other matters related to Stockholder’s acquisition and ownership of capital stock of the Company; and
     WHEREAS, the Company and Stockholder are obligated to enter into this Agreement pursuant to the Master Agreement, in order, among other things, to provide registration rights with respect to the Registrable Securities on the terms and conditions more fully set forth herein;
     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:
AGREEMENT
SECTION 1. DEFINITIONS
1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

 	(a)	 	“ 1934 Act ” means the United States Securities Exchange Act of 1934, as amended.	
 		
 	(b)	 	“ Act ” means the United States Securities Act of 1933, as amended.	
 		
 	(c)	 	“ Agreement ” has the meaning set forth in the Preamble.	

 

 	(d)	 	“ Automatic Shelf Registration Statement ” refers to an automatic shelf registration statement within the meaning of Rule 405.	
 		
 	(e)	 	“ Canadian Prospectus ” has the meaning set forth in Section 2.3(g).	
 		
 	(f)	 	“ Closing Date ” has the same meaning set forth in the Master Agreement.	
 		
 	(g)	 	“ Common Stock ” has the meaning set forth in the Recitals.	
 		
 	(h)	 	“ Company ” has the meaning set forth in the Preamble.	
 		
 	(i)	 	“ Current Shelf Registration Statement ” has the meaning set forth in Section 2.1(a).	
 		
 	(j)	 	“ Dispute ” means a dispute arising out of or connected with this Agreement or any legal relationship associated with or derived from this Agreement.	
 		
 	(k)	 	“ Form S-3 ” means Form S-3 promulgated under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC before and after the effective date of the registration statement on such form.	
 		
 	(l)	 	“ Freely Tradable ” means, with respect to any security, a security (i) that is eligible to be to be sold by the Holder thereof without any volume or manner of sale restrictions under the Act pursuant to Rule 144 and (ii) which bears no legends restricting the transfer thereof.	
 		
 	(m)	 	“ Holder ” means (i) the Stockholder and (ii) any other Person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities who has become a party to this Agreement following the prior written consent of the Company.	
 		
 	(n)	 	“ ICC ” has the meaning set forth in Section 3.4(b).	
 		
 	(o)	 	“ Issuer Free Writing Prospectus ” means shall mean any “issuer free writing prospectus,” as defined in Rule 433.	
 		
 	(p)	 	“ Lock-up Period ” has the meaning set forth in the Stockholder Agreement.	
 		
 	(q)	 	“ Master Agreement ” has the meaning set forth in the Recitals.	
 		
 	(r)	 	“ NI 71-101 ” has the meaning set forth in Section 2.3(g).	
 		
 	(s)	 	“ Parties ” mean Stockholder and the Company.	
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 	(t)	 	“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity or organization.	
 		
 	(u)	 	The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, or NI 71-101, as applicable, and the declaration or ordering of effectiveness (or deemed effectiveness) of such registration statement or document.	
 		
 	(v)	 	“ Registrable Securities ” means (i) the shares of Common Stock issued to the Stockholder pursuant to Section 2(b) of the Master Agreement, and (ii) any shares of Common Stock issued as a dividend, stock split or other distribution with respect to or in exchange for or in replacement of the shares referred to in Section 1.1(v)(i) above; provided , however , that Registrable Securities shall not include any securities described in Sections 1.1(v)(i) or 1.1(v)(ii) above: (x) that have been sold to the public either pursuant to a registration statement or pursuant to Rule 144, (y) that have been sold in a private transaction in which the Holder’s rights under this Agreement are not assigned or (z) that are Freely Tradable (it being understood that, for purposes of determining eligibility for resale under clause (z) of this proviso, no securities held by any Holder shall be considered Freely Tradable to the extent such Holder reasonably determines that it is an “affiliate” (as defined under Rule 144) of the Company).	
 		
 	(w)	 	“ Registration Expenses ” means the reasonable expenses incident to performance of or compliance by the Company with Section 2 of this Agreement, including (i) all registration and filing fees of the SEC, each Province of Canada in which the Registrable Securities are registered pursuant to Section 2.3(g) and any other securities commissions or stock exchange, (ii) all fees and expenses of complying with securities or blue sky laws, (iii) all printing expenses, (iv) all fees and expenses incurred in connection with the listing of Registrable Securities on the NASDAQ Global Select Market and the Toronto Stock Exchange, and (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, but excluding underwriting discounts, selling commissions, fees or other compensation payable to placement agents, fees and expenses of underwriters and/or placement agents (including legal fees) and transfer taxes, if any.	
 		
 	(x)	 	“ Registration Period ” means (x) the period commencing on the Closing Date and ending on the 90 th day after the Closing Date plus (y) the period commencing on the 91 st day after the Closing Date, and ending on the earlier of (i) such time when all Registrable Securities have been disposed of pursuant to an effective registration statement, of which disposal, the Holder shall promptly notify the Company and in any event within not more than three business days thereafter, (ii) such time when the entire amount of the Registrable Securities held by the	
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 	 	 	Holder may be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144, or (iii) such time when all Registrable Securities have ceased to be outstanding.	
 		
 	(y)	 	“ Registration Statement ” has the meaning set forth in Section 2.3(a).	
 		
 	(z)	 	“ Rule 144 ” means Rule 144 promulgated by the SEC pursuant to the Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.	
 		
 	(aa)	 	“ Rule 405 ” means Rule 405 promulgated by the SEC pursuant to the Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.	
 		
 	(bb)	 	“ Rule 415 ” means Rule 415 promulgated by the SEC pursuant to the Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.	
 		
 	(cc)	 	“ Rule 433 ” means Rule 433 promulgated by the SEC pursuant to the Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.	
 		
 	(dd)	 	“ SEC ” means the United States Securities and Exchange Commission.	
 		
 	(ee)	 	“ Selling Expenses ” means all underwriting discounts and selling commissions applicable to the sale.	
 		
 	(ff)	 	“ Shelf Registration Statement ” has the meaning set forth in Section 2.3(a). (gg) “ Stockholder ” has the meaning set forth in the Preamble.	
 		
 	(hh)	 	“ Stockholder Agreement ” has the meaning set forth in the Recitals.	
 		
 	(ii)	 	“ Suspension Period ” has the meaning set forth in Section 2.7.	
 		
 	(jj)	 	“ Underwritten Offering ” means a firm commitment underwriting providing for the sale of Registrable Securities whose aggregate offering price, net of Selling Expenses, would equal or exceed $50,000,000 and which will be consummated within 90 days after the Closing Date.	
 		
 	(kk)	 	“ Violation ” has the meaning set forth in Section 2.8(a).	
 		
 	(ll)	 	“ WKSI ” means a well-known seasoned issuer within the meaning of Rule 405 promulgated under the Act.	
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SECTION 2. REGISTRATION RIGHTS
     2.1 Registration .
     (a) Subject to the conditions of this Section 2.1, the Company shall prepare and file as part of its Automatic Shelf Registration Statement (File No. 333-156376) on Form S-3ASR (the “ Current Shelf Registration Statement ”), pursuant to Rule 424(b)(7) of the Act, on the Closing Date, a prospectus supplement pursuant to Rules 424(b) and 430B under the Act providing for the resale of all of the Registrable Securities in accordance with Rule 415 of the Act from time to time by the Holder. The Holder shall be named as a selling securityholder in the prospectus supplement in accordance with Regulation S-K promulgated under the Act. The prospectus supplement shall provide for the sale of the Registrable Securities by the Holder in accordance with the methods of distribution elected by the Holder in accordance with the Stockholder Agreement.
     (b) If Holder together with Holder’s “affiliates” (as defined under Rule 144) collectively beneficially own 5% or more of the issued and outstanding shares of Common Stock and Holder shall advise the Company of any underwriting arrangement in connection with the Current Shelf Registration Statement pursuant to Section 2.1(a), or a Canadian Prospectus, if any, pursuant to Section 2.3(g), the Company and Holder shall enter into, and perform their respective obligations pursuant to, an underwriting agreement for an Underwritten Offering that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities with an underwriter or underwriters that shall be selected by Holder after consultation with the Company, and that shall be reasonably acceptable to the Company. The Company shall take all commercially reasonable actions as are requested by the underwriter or underwriters in the Underwritten Offering to expedite or facilitate the disposition of such Registrable Securities; provided however , neither the Company nor any director or officer of the Company shall be required to enter into an underwriter’s lock-up agreement for a lock-up period that expires no later than the earlier of (i) the date that is 90 days after the date of completion of the Underwritten Offering or (ii) the date that is 120 days after the Closing Date. The Holder may, at its option, require that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. The Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding the Holder and its ownership of the securities being registered on its behalf, its intended method of distribution and any other representation required by law. If the Holder disapproves of the terms of an underwriting, the Holder may elect to withdraw therefrom by notice to the Company and the underwriter or underwriters; provided , however , that such withdrawal must be made at a time up to and including the time of pricing of such offering and Holder shall pay all Registration Expenses in connection with any such withdrawn offering. For avoidance of doubt, there shall only be a single Underwritten Offering that is consummated pursuant to the terms of this Agreement.
     (c) Notwithstanding the foregoing provisions of this Section 2.1, Holder may not sell any Registrable Securities under any Registration Statement (as defined below), or, if applicable, any Canadian Prospectus, during the Lock-up Period.
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     2.2 Expenses . If Holder together with Holder’s “affiliates” (as defined under Rule 144) collectively beneficially own 10% or more of the issued and outstanding shares of Common Stock immediately following the issuance of the Common Stock to Holder under the Master Agreement on the Closing Date, then all Registration Expenses incurred hereunder shall be borne by Company, except as set forth in Section 2.1(b) when Holder has elected to withdraw from an Underwritten Offering. If Holder together with Holder’s “affiliates” (as defined under Rule 144) collectively beneficially own less than 10% of the issued and outstanding shares of Common Stock immediately following the issuance of the Common Stock to Holder under the Master Agreement on the Closing Date, then all Registration Expenses incurred hereunder shall be borne by Holder. All Selling Expenses incurred hereunder shall be borne by Holder.
     2.3 Obligations of Company . The Company shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to:
     (a) Keep the Current Shelf Registration Statement effective during the Registration Period. If the Current Shelf Registration Statement covering resales of the Registrable Shares ceases to be effective for any reason at any time during the Registration Period (other than because all securities registered thereunder shall have been resold pursuant thereto), or ceases to constitute an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days after such cessation of effectiveness amend the Current Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Act, registering the resale of the Registrable Securities from time to time by the Holder (a “ Shelf Registration Statement ” and, collectively with the Current Shelf Registration Statement, a “ Registration Statement ”) so that all Registrable Securities outstanding as of the date of such filing are covered by a Registration Statement. Any such Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the Registrable Securities for resale by the Holder in accordance with the methods of distribution elected by the Holder and set forth in the Shelf Registration Statement and shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If such Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Shelf Registration Statement continuously effective until the end of the Registration Period.
     (b) Prepare and file promptly with the SEC such amendments and supplements to any Registration Statement and prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of the Registrable Securities covered by such Registration Statement for the Registration Period.
     (c) Before filing any Registration Statement, prospectus or prospectus supplement or any amendments or supplements thereto with the SEC, furnish to the Holder copies of all such
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documents proposed to be filed at least two business days, or such shorter period as may be commercially reasonable under the circumstances, prior to the filing of such Registration Statement or amendment thereto, prospectus or amendment or supplement thereto or prospectus supplement or amendment or supplement thereto.
     (d) The Company agrees that, unless it obtains the prior written consent of the Holder, and the Holder agrees that, unless it obtains the prior written consent of the Company, it will not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed with the SEC. The Company represents that any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by the Holder will not include any information that conflicts with the information contained in the Current Shelf Registration Statement or the prospectus supplement or any other Shelf Registration Statement and related prospectus, as applicable, and, any such Issuer Free Writing Prospectus, when taken together with the information in the Current Shelf Registration Statement and the prospectus supplement or any other Shelf Registration Statement and related prospectus, as applicable, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
     (e) Furnish to the Holder such number of copies of a prospectus, including a preliminary prospectus and any prospectus supplement in conformity with the requirements of the Act and such other documents as the Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by the Holder.
     (f) Use its commercially reasonable efforts to register and qualify the securities covered by the Registration Statement under such blue sky laws of such states of the United States as shall be reasonably requested by the Holder; provided , however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, subject itself to taxation other than with respect to the registration of securities or to file a general consent to service of process in any such states or jurisdictions.
     (g) If requested by Holder, to use its commercially reasonable efforts to prepare and file a shelf prospectus in one or more of the Provinces of Canada, other than Quebec, as may be requested by Holder, under National Instrument 71-101 — The Multijurisdictional Disclosure System (“ NI 71-101 ”) covering the registration of all of the Registrable Securities for an offering to be made on a continuous basis in such Provinces of Canada (each a “ Canadian Prospectus ”), provided, however , that (i) the Company makes no representation or covenant regarding the timing of the “receipt” of any such Canadian Prospectus by the securities commissions of any of the Provinces of Canada in which such registration is attempted, (ii) any Canadian Prospectus shall only be maintained and available for use during the Registration Period and (iii) the Company shall not be required to comply with National Instrument 43-101 or other additional disclosure obligations in order to qualify any Canadian Prospectus in any Province of Canada. Except as set forth in this Section 2.3(g), the Company’s obligations under this Section 2.3 and the Holder’s obligations under Section 2.4 shall apply with respect to any Canadian Prospectus, to the extent applicable, and as if reference to the Act refers to the corollary of such securities laws as enacted in the Province(s) of Canada in which the Registrable Securities are registered.
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     (h) Notify the Holder at any time that the Company has knowledge that a prospectus relating to the Registration Statement is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
     (i) Subject to the provisions of Section 2.7 below, the Company shall as promptly as practicable prepare and file pursuant to applicable law, a post-effective amendment to such Registration Statement or an amendment or supplement to the related prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and so that such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder.
     (j) Upon request and subject to appropriate confidentiality obligations, furnish to the Holder copies of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities.
     (k) Cause Registrable Securities to be listed on the NASDAQ Global Select Market and the Toronto Stock Exchange, and provide Holder with information regarding the transfer agent and the CUSIP number for such Registrable Securities, in each case not later than two business days after the Closing Date.
     (l) Promptly notify Holder (i) when any prospectus, amendment or supplement to any prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment or supplement, when the same has been declared effective; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the determination by the Company that a post-effective amendment to a Registration Statement is required to be filed or will be filed with the SEC; provided , however , that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by the Company.
     (m) In the event (i) Holder seeks to complete the Underwritten Offering, or (ii) Holder could, in the opinion of counsel reasonably satisfactory to the Company, reasonably be deemed
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to be an “underwriter” (as defined in Section 2(a)(11) of the Act) or (iii) any investment bank or agent selling Registrable Securities on behalf of Holder could, in the opinion of counsel reasonably satisfactory to the Company, reasonably be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Act), then in the case of clause (i) for a reasonable period prior to the filing of any final prospectus for such Underwritten Offering, in the case of clause (ii) during the Registration Period, and in the case of clause (iii) during the first 90 days of the Registration Period, the Company shall cooperate with Holder, the managing underwriter or underwriters selected in accordance with Section 2.1(b) and any such investment bank or agent, as the case may be, regarding provision of such information of the Company relating to the contents of the Registration Statement, and related prospectus, and cause the officers, counsel and independent certified public accountants of the Company to be reasonably available, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Act, including the provision of (x) one customary auditor “comfort letter” to Holder (and any such investment bank or agent) in addition to the auditor “comfort letter” provided to the underwriter or underwriters in the Underwritten Offering, (y) one opinion of counsel representing the Company for purposes of such prospectus supplement, in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” letter for such offering, addressed to the Holder (and any such investment bank or agent) and (z) a standard officer’s certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Holder (and any such investment bank or agent); provided, however , that the foregoing reasonable investigation on behalf of Holder (and any managing underwriter or underwriters or any such investment bank or agent) shall be conducted by legal counsel to Holder (and a single legal counsel appointed to represent all such managing underwriter or underwriters and investment banks and agents); and provided further that each such party shall be required to maintain in confidence and not to disclose to any other Person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in the Registration Statement or in any other manner other than through the release of such information by any Person afforded access to such information pursuant hereto), or (B) such Person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such Person shall have given the Company prompt prior written notice of such requirement).
     (n) The Company agrees to provide reasonable cooperation in connection with the marketing of the Underwritten Offering in accordance with the terms hereof, including using its commercially reasonable efforts to make one or more of its executive officers available, on a customary basis, to participate to the degree reasonably requested in the road show conducted in connection with the Underwritten Offering, if any; and, in connection with the Underwritten Offering, to furnish upon request such other documents reasonably required under the terms of the underwriting arrangement, including customary legal opinions (including a standard “10b-5” letter) dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing of such offering and auditor “comfort” letters dated the date of the applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the
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closing of such offering under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in underwritten offerings of securities.
     2.4 Obligation of Holder of Registrable Securities . Each Holder of Registrable Securities agrees as a condition to the registration of such Holder’s Registrable Securities as provided herein to furnish the Company with such information regarding such Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. Each Holder of Registrable Securities covenants and agrees that it will comply with the prospectus delivery requirements of the Act as applicable to it in connection with sales of Registrable Securities pursuant to this Agreement.
     2.5 Form S-3 Eligibility . The Company represents and warrants as of the date hereof that it is a WKSI and meets the requirements for the use of Form S-3 for registration for the resale of the Registrable Securities by Stockholder. The Company agrees to use its commercially reasonable efforts to file all reports required to be filed by the Company with the SEC in a timely manner during the Registration Period so as to remain eligible for the use of Form S-3.
     2.6 Reports under the 1934 Act . To the extent it shall be required to do so under the 1934 Act, the Company shall (a) use its commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required to be filed by Company under the 1934 Act and (b) furnish to Holder upon request, as long as Holder owns any Registrable Securities a written statement by Company that Company has complied with the reporting requirements of the 1934 Act.
     2.7 Suspension Periods . If disclosure of information in the initial filing of the prospectus supplement pursuant to Section 2.1(a) or any other filing of a Shelf Registration Statement, or in an amendment to a Registration Statement and/or in a supplement to the prospectus included therein, is required so that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and if an executive officer of the Company determines in good faith at any time after consultation with counsel that such disclosure of any such information would be detrimental to the Company, then the Company shall be permitted to delay filing such registration statement, amendment or supplement, or suspend the use or effectiveness of such registration statement, for a period of time not to exceed 30 consecutive days in any 90 day period (such period, a “ Suspension Period ”), provided that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period, by providing written notice of such Suspension Period to the Holder. Upon receiving written notice of a Suspension Period, Holder shall immediately cease (and shall cause its agents or brokers to immediately cease) all offers and sales of Registrable Securities pursuant to a Registration Statement, and, if applicable, any Canadian Prospectus. The Company
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will promptly notify Holder in writing upon the termination of any Suspension Period. In addition, and without any limitation of the foregoing, if at any time, in Company’s good faith determination after consultation with counsel, that there is a substantial risk that the offer or sale by Holder of any Registrable Securities pursuant to a Registration Statement would result in a violation of the Act, the anti-fraud provisions of the 1934 Act or other applicable law, then Holder shall, upon written notice to Holder from the Company, immediately cease (and shall cause its agents or brokers to immediately cease) all offers and sales of Registrable Securities under such registration statement, and if applicable, any Canadian Prospectus, until further notice from the Company.
     2.8 Indemnification .
     (a) To the extent permitted by law, the Company will indemnify and hold harmless the Holder, its officers and directors and each person, if any, who controls the Holder within the meaning of the Act or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “ Violation ”): (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, including any preliminary prospectus or final prospectus contained therein, and if applicable, any Canadian Prospectus, and any amendments or supplements to a Registration Statement, prospectus or Canadian Prospectus, (ii) the omission or alleged omission to state in a Registration Statement, including any preliminary prospectus or final prospectus contained therein, and if applicable, any Canadian Prospectus, and any amendments or supplements to a Registration Statement, prospectus or Canadian Prospectus, a material fact required to be stated therein, or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein not misleading or (iv) any Violation or alleged Violation by the Company of the Act, any state securities law or any rule or regulation promulgated under the Act, or any state securities law; and the Company will pay to the Holder, its officers, directors or controlling person(s), any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished by Holder or any of its officers, directors or controlling persons (within the meaning of the Act or the 1934 Act) expressly for use in connection with such registration by the Company; and provided , further , that the indemnity agreement contained in this Section 2.8(a) shall not apply to, nor shall the Company have any other liability elsewhere under this Agreement with respect to, any sale of Registrable Securities by Holder during a Suspension Period or under a Registration Statement, or if applicable, any Canadian Prospectus, with respect to which the Holder has received notice that such Registration Statement or any such Canadian Prospectus is not available to cover such sale.
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     (b) To the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors, officers and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon (i) any Violation, in each case to the extent that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with registration pursuant to a Registration Statement or, if applicable, any Canadian Prospectus or (ii) any Violation or alleged Violation by the Holder of the Act, any state securities law or any rule or regulation promulgated under the Act, or any state securities law; and Holder will pay any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.8(b) in connection with investigating or defending any such indemnified loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, conditioned or delayed.
     (c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually and reasonably satisfactory to the parties; provided , however , that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 (except to the extent that the indemnifying party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure), but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.
     (d) If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.
 -12- 

 

The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged Violation relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
     (e) The obligations of the Company and Holder under this Section 2.8 shall survive the completion of any offer or sale of Registrable Securities pursuant to a Registration Statement or, if applicable, any Canadian Prospectus.
SECTION 3. OTHER PROVISIONS
     3.1 Effectiveness and Termination . This Agreement (a) shall become effective as of the date first above written and (b) shall remain in force and effect until the end of the Registration Period, at which time this Agreement shall terminate; provided , however , that Section 2.8 (Indemnification) and this Section 3 (Other Provisions) shall survive such termination of this Agreement and shall remain in full force and effect indefinitely.
     3.2 No Assignment . The Parties’ respective rights and obligations pursuant to this Agreement may not be transferred, assigned or delegated by either the Company or the Stockholder without the prior written consent of the other. Any attempted transfer, assignment or delegation in violation of the foregoing shall be void.
     3.3 Governing Law . This Agreement is to be governed by and construed under the laws of the State of Colorado, without giving effect to those principles of conflicts of laws that might otherwise require application of the laws of any other jurisdiction.
     3.4 Dispute Resolution .
     (a) If for any reason any Dispute arising out of this Agreement, either Party may deliver written notice to the other Party regarding such Dispute and the Dispute shall be determined by arbitration as provided in this Section 3.4. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING FROM OR CONNECTED WITH THIS AGREEMENT.
     (b) All Disputes shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”). The number of arbitrators shall be three. The place of Arbitration shall be Houston, Texas, USA. The language of the Arbitration shall be English. Judgment may be entered upon an award in any court of competent jurisdiction.
     (c) The Party referring a Dispute to arbitration hereunder shall appoint an arbitrator in the arbitration petition and the respondent Party shall appoint an arbitrator in its response. If within 30 days after the date of the arbitration petition, the respondent has not appointed an arbitrator, such arbitrator shall be appointed by the ICC. Within 30 days of their appointment, the
 -13- 

 

two arbitrators so appointed shall appoint a third arbitrator who shall preside over the arbitration panel. If the two arbitrators cannot agree on a third arbitrator within such 30 day period, the third arbitrator shall be appointed by the ICC.
     (d) Notwithstanding the provisions of Section 3.4(a), the arbitral tribunal shall have the power to grant interim measures of protection, but, without derogating from the commitment to arbitrate or the power of the arbitral tribunal to grant such measures, it shall not be inconsistent with this Agreement for a party to apply to a court of competent jurisdiction for an interim measure of protection pending the commencement or completion of arbitration.
     (e) In any arbitration, or in any court proceeding authorized to be taken under this Agreement, the arbitral tribunal or the court, as the case may be, shall in addition to any other relief, be entitled to make an award or enter a judgment, as the case may be, for reasonable attorney’s fees and disbursements, including experts witness fees, and any other costs of the proceeding. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential or special damages be awarded.
     (f) If contemporaneous Disputes arise out of this Agreement, a single arbitration may be commenced in respect of the Disputes.
     3.5 Counterparts; Exchange by Facsimile or Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one single instrument. This Agreement may be delivered by facsimile or electronic delivery.
     3.6 Headings . The headings of the Sections and Subsections of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
     3.6 Notices . Unless otherwise provided in this Agreement, any notice or other correspondence required or permitted by this Agreement shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or when given by facsimile transmission, with all necessary delivery charges fully prepaid (or in the case of a facsimile, upon confirmation of receipt), and addressed to the Party to whom directed at the following address:
If to the Company:
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, CO 80202 USA
Attention: President and Chief Executive Officer
Facsimile: (303) 595-9385
 -14- 

 

          with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, CO 80202 USA
Attention: Paul Hilton, Esq.
Facsimile: (303) 899-7333
          If to Stockholder:
Compañía Minera Carmen de Andacollo
c/o Teck Operaciones Mineras Chile Ltda.
Avenida Vitacura 2939, Piso 24
Las Condes, Santiago, Chile
Attention: Christian Arentsen
Facsimile: (56-2) 464 5794
          with a copy (which shall not constitute notice) to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, British Columbia, V7X 1T2 Canada
Attention: Fred R. Pletcher
Facsimile: (604) 687-1415
Any Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section 3.6.
     3.7 Severability . If any provision of this Agreement shall be held invalid under any applicable laws, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable.
     3.8 Entire Agreement; Amendment; Waiver . This Agreement, together with the Stockholder Agreement, are the complete expression of the entire agreement of the Parties, and no oral promise, statement or representation not contained herein shall be binding on the Parties unless reduced to writing and signed by the Parties. This Agreement may not be amended, modified or changed, nor shall any wavier of any provision hereof be effective, except by means of a written instrument that has been executed by the Party or Parties to be bound.
[signature pages follow]
 -15- 

 

      IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on their behalf as of the day and year first above written.
 	 	 	 	 	
 	ROYAL GOLD, INC.
 	 	
 	By:  	 	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	
 	
 	COMPAŇÍA MINERA CARMEN DE ANDACOLLO
 	 	
 	By:  	 	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	
 	
 -16- 

Exhibit 99.5
July 3, 1991
PRINCIPLES OF AGREEMENT

1.	 	Definitions	
 		
 	 	“ Initial Loans ”	
 		
 	 	means the Debentures and the Notes equally owned by PC and UM plus all accumulated interest	
 		
 	 	Current status of principals:	
 	 	 	 	 	 	 	 	 	
UM	 	USD	 	 	4,500,000	 	
 	 	USD	 	 	4,000,000	 	
 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	8,500,000	 	
 	 	 	 	 	 	 	 	 	
PC	 	USD	 	 	4,500,000	 	
 	 	USD	 	 	4,000,000	 	
 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	8,500,000	 	

 	 	“ Old Loans ”	
 		
 	 	means all the loans excluding the Initial Loans granted by PC and UM to CMC until the date on which the Assignment Agreement is signed	
 		
 	 	Current status	
 	 	 	 	 	 	 	 	 	
UM (BGL)	 	USD	 	 	13,000,000	 	
UM	 	USD	 	 	1,650,000	 	
 	 	 	 	 	 	 	 	
 	 	 	 	 	14,650,000	 	

PC	 	USD	 	 	5,150,000	 	
 	 	 	 	 	 	 	1,650,000	 	
 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	6,800,000	 	

 	 	“ Old Loan Excess ”	
 		
 	 	means the difference between the UM Old Loans and the PC Old Loans	
 		
 	 	Current Status : USD 7,850,000	
 		
 	 	“ New Loans ”	
 		
 	 	means any new loan granted by PC and UM to CMC after the date on which the Assignment Agreement is signed.	

 

 -2- 

 	 	“ Initial Services ”	
 		
 	 	means any amount due to PC and UM by CMC for services rendered to CMC before the date on which the Assignment Agreement is signed	
 		
 	 	As of April 30, 1991	
 	 	 	 	 	 	 	 	 	
UM	 	USD	 	 	2,436,738	 	
PC	 	USD	 	 	722,652	 	

 	 	“ New Services ”	
 		
 	 	means any amount due to PC and UM by CMC for services rendered to CMC after the date on which the Assignment Agreement is signed.	
 		
2.	 	PC agrees to lend to CMC on or before the date of assignment of the BIAO Credit to CMC (“the Assignment Date” which is identical to the date referred to as the “Date d’Effet de la Cession” in the Assignment Agreement) USD 250,000. This loan is a part of the sum referred to in paragraph 4 below and will be deemed to be part of the Old Loans.	
 		
3.	 	UM agrees to lend to CMC on or before the Assignment Date USD 1,650,000. This loan will be deemed to be part of the Old Loans.	
 		
4.	 	UM releases to CMC on the Assignment Date the USD 1,400,000 deposited by CMC and lent to it by PC. This loan will be deemed to be part of the Old Loans.	
 		
5.	 	On the Assignment Date, UM agrees to lend to CMC an amount equal to the price due by CMC for the acquisition of the Tranche B BIAO.	
 		
6.	 	The proceeds of the loans described in paragraphs 2, 3, 4, and 5 shall be deposited on or before the Assignment Date in a blocked bank account and will be used by CMC to pay (i) the first intallment due on the purchase price of the Tranche A BIAO (USD 2,500,000 plus interest) and (ii) the price due by CMC for the acquisition of the Tranche B BIAO (USD 5,925,000 plus interest). UM agrees that the confirmation to be given to the BIAO Credit Banks pursuant to Article 5.1 (iv) of the Assignment Agreement that an agreement in principle has been reached with IFC shall only be given by CMC upon the joint approval of UM and PC. It is agreed that PC shall not refuse its approval if at least the proceeds referred to in paragraphs 3, 4, and 5 have been deposited in said blocked account, the other conditions precedent have been satisfied, the blocked account is not subject to any claim or demand by any person/company and it is confirmed that PC’s approval shall	

 

 -3- 

 	 	only be effective upon the funds in the blocked account being paid to the BIAO Credit Banks.	
 		
7.	 	Whether or not UM at the time is a shareholder of CMC, UM hereby irrevocably and unconditionally guarantees and undertakes to pay to PC on demand any amount that PC shall be obliged to pay to the BIAO Credit Banks under PC’s guarantee of CMC’s obligations as set forth in Sections 7.1. and 7.2. of the Assignment Agreement. It is agreed that PC shall receive a legal opinion confirming the fact that such obligation is legally binding upon UM; and if required by PC, UM shall execute and deliver to PC, prior to the Assignment Date if such request has been made with a reasonable notice prior to such date, a separate guarantee instrument covering the above guarantee undertaking. In this connection UM agrees to pay directly to the BIAO Credit Banks the amounts referred to in paragraph 6.(i) and (ii) to the extent the blocked funds referred to in said paragraph 6 are not paid to the BIAO Credit Banks on the Assignment Date.	
 		
8.	 	PC agrees to lend to CMC on November 1, 1991 USD 350,000 against interest due by CMC on Old Loan Excess. This loan will be considered as a New Loan.	
 		
9.	 	Other than with respect to the confirmation referred to in paragraph 6, UM will have the right to take alone all decisions deemed necessary, in its own opinion, concerning CMC and AUG, it being agreed that in taking such decisions it shall not act unreasonably. In particular, UM acting alone shall have the right, subject to the terms of paragraph 13 hereof, to sell all of the Project Interests or all of the shares in CMC at a price to be agreed by it alone in both cases.	
 		
 	 	In addition, UM agrees that without the prior written consent of PC it shall not take any decision which has a different and adverse effect on PC’s shareholding in CMC than it has on UM’s shareholding in CMC. In particular PC shall not be deemed to have been adversely affected if in the case of the sale of all of the CMC shares, it is paid in direct consideration for the sale of each of its shares the same direct consideration as is paid to UM for the sale of each of its shares. Sales by UM of its CMC shares shall be subject to PC’s right of first refusal as set forth in Paragraph 13. Lastly, UM agrees to inform PC of Project Matters including communicating to DC all reports etc. and to consult PC with respect to sales of CMC and/or AUG shares.	
 		
10.	 	PC will have no obligation to contribute further funds or finance any cash deficit of CMC and/or AUG in equity or otherwise. Further, without limiting the preceeding sentence, PC shall not be liable in any manner for any other liability of any nature to UM, CMC and/or AUG that presently exists or arises hereafter.	

 

 -4- 

11.	 	UM, if it wishes to do so, shall arrange for the financing of the CMC cash deficits. Vis-à-vis PC, any such financing arranged by UM shall be considered as a New Loan.	
 		
12.	 	UM and PC agree that any amount due by CMC to PC and/or UM shall be paid exclusively in the following order and only to the extent that cash would be available for distribution.	

 	1.	 	Payment to UM/PC, in proportion to the outstanding amounts, of the UM/PC New Services;	
 		
 	2.	 	Payment in proportion to the outstanding amounts of the interest due to PC and UM under the UM/PC New Loans;	
 		
 	3.	 	Payment in proportion to the outstanding amounts of the interest due to PC and UM under the PC/UM Old Loans;	
 		
 	4.	 	Payment in proportion to the outstanding amounts of the amounts in principal due to PC and UM under the UM/PC New Loans;	
 		
 	5.	 	Payment of the amounts in principal due by CMC to UM under the Old Loan Excess;	
 		
 	6.	 	Payment in proportion to the outstanding amounts of the UM/PC Initial Services;	
 		
 	7.	 	Payment to UM and PC in proportion to the outstanding amounts in principal under the PC/UM Old Loans; and	
 		
 	8.	 	Payment to UM/PC, in proportion to the outstanding amounts of interests and principal amounts due under the UM/PC Initial Loans.	

13. 	(a)	 	UM and PC in consultation with each other shall seek a buyer for all but not less than all of the Project Interests for a period of 90 days after the Assignment Date, it being understood that no agreement to sell such interests is to take place during such 90-day period without the joint approval of both. If no agreement to sell is concluded within said 90 days UM acting alone shall be able to enter into an agreement of sale of all but not less than all of the shares of CMC or of all but not less than all of the Project Interests at a price agreed to by it alone during an additional period of six months, it being understood that such an agreement shall be entered into in a cooperative spirit with PC. If no agreement of sale has been entered into within such additional six-month period PC or UM as the case may be acting alone shall be able to enter into an agreement to sell all of its shares in CMC provided that it shall first grant to the other a right of first refusal with respect to said shares.	

 

 -5- 

 	 	 	In addition, subsequent to said additional six-month period UM acting alone shall continue to be entitled to sell all of the CMC shares at a price agreed to by it alone and also shall be entitled to sell all of the Project Interests at a price to be agreed to by it alone. PC shall continue to have a right of first refusal with respect to sales by UM of its CMC shares to a third party. Subsequent to said additional six-month period, should either UM or PC wish to sell less than all of its CMC shares it shall be able to do so with the prior written consent of the other. In the event of a sale of all of the shares of CMC decided upon alone by UM, UM shall inform PC of all the terms and conditions of such sale and if PC deems that PC will be paid in cash per share less than UM as a result of such sale PC shall have as its sole remedy the right to claim for the difference. In particular, PC shall have no right to block such sale.	
 		
 	(b)	 	In the event PC or UM shall sell all but not less than all of its own CMC shares to a third party said third party shall agree to be bound by the terms of the then existing Shareholder Agreement between UM and PC and the terms set forth herein.	
 		
 	(c)	 	It is agreed that all third-party buyers shall be of good repute and financial standing and that neither UM nor PC shall sell any Project Interest to any of its subsidiaries without the other’s prior approval which shall not be unreasonably withheld. For the purpose of the preceeding sentence, the term “subsidiary” means, as to UM or PC, any other entity that, directly or indirectly, controls, is controlled by or is under common control with UM or PC, as the case may be, or is a director or officer of such entity. The term “control” (including the terms “controlled by” or “under the common control with”) means the possession, direct or indirect, of securities having more than 50% of the ordinary voting power for the election of directors of such entity or to direct or cause the direction of the management and policies of such entity whether through ownership of voting securities or by contract or otherwise.	
 		
 	(d)	 	All proceeds from the sale of all but not less than all of the CMC shares shall be allocated between UM and PC pursuant to the terms of and in the order set forth in paragraph 12 hereof whether they consist of down payments or deferred payments and whether or not UM or PC has cancelled its respective CMC loans pursuant hereto. In such case, all PC’s and UM loans to CMC shall be cancelled.	

 

 -6- 

14.	 	UM agrees to pay to OMNI the USD 2,000,000 which may become payable to it by PC pursuant to Section 2.4 (a) of the OMNI agreement between PC and OMNI irrespective of the amount of any sales proceeds payable to PC. It is agreed that UM’s obligation to make such payment shall come into force only after exhaustion by PC of all reasonable legal means available to it to challenge or excuse any requirements to pay OMNI and then only to the extent that the amounts escrowed pursuant to the following sentence are not sufficient. In this connection it is agreed that the first USD 2,000,000 payable to PC pursuant to paragraph 13 (d) above shall be escrowed pending a claim by OMNI for said payment and used for such purpose. PC shall be able to withdraw such escrowed funds at any time which shall relieve UM from any obligation to pay OMNI the amount so withdrawn. Nothing herein contained shall be deemed to give to OMNI any direct right to claim any payment to UM or to be an acknowledgment by UM of any debt to OMNI.	
 		
15.	 	UM and PC agree to jointly enter into all necessary agreements and arrangements in order to carry out the principles set forth herein and in particular to enter into a formal written agreement with respect thereto as soon as possible and at least before entering into any sale agreement with a third party. This is in addition to any guarantee instrument requirement under paragraph 7.	
 
          UM and PC hereby confirm their agreement to the principles set forth above and agree to execute the Assignment Agreement on or before July 5, 1991. Without limiting the legally binding operation of these Principles the guarantee undertaking under paragraph 7 is intended to be legally binding and enforceable by PC against UM.

 	 	 	
 	PANCONTINENTAL MINING LIMITED  	 	

 	 	 	
 	 	 	
 	ACEC — UNION MINIERE 	 	

   

Exhibit 99.6
SIGUIRI GOLD PROJECT, GUINEA, WEST AFRICA
OPTION AGREEMENT
BETWEEN
N.V. UNION MINIERE S.A.
and
GOLDEN SHAMROCK MINES LIMITED
Dated the 23 rd  day of December 1992

 

OPTION AGREEMENT
INDEX
 	 	 	 	 	 	 	
Article	 	Subject	 	Page	 	
 	 	 	 	 	 	 	
1	 	Definitions and Interpretation	 	 	2	 	
 	 	 	 	 	 	 	
2	 	Condition Precedent	 	 	6	 	
 	 	 	 	 	 	 	
3	 	Warranties and Closure, Rehabilitation and Maintenance	 	 	7	 	
 	 	Programs	 	 	 	 	
 	 	 	 	 	 	 	
4	 	Option to Acquire CMC	 	 	9	 	
 	 	 	 	 	 	 	
5	 	Exercise of Option	 	 	11	 	
 	 	 	 	 	 	 	
6	 	Post Option Exercise Undertakings	 	 	14	 	
 	 	 	 	 	 	 	
7	 	Assignment	 	 	20	 	
 	 	 	 	 	 	 	
8	 	General	 	 	21	 	
 	 	 	 	 	 	 	
Schedules	 	 	 	 	
 	 	 	 	 	 	 	
A	 	Map of Concession Area	 	 	 	 	
 	 	 	 	 	 	 	
B	 	List of Current Financing Agreements	 	 	 	 	
 	 	 	 	 	 	 	
C	 	Maintenance Program	 	 	 	 	
 	 	 	 	 	 	 	
D	 	Rehabilitation Program	 	 	 	 	
 	 	 	 	 	 	 	
E	 	List of Unfulfilled Payment Obligations Under Financing Agreements	 	 	 	 	
 	 	 	 	 	 	 	
F	 	Summary of Loans Owing by CMC to UM and Pancon	 	 	 	 	
 	 	 	 	 	 	 	
G	 	List of Equipment to be Sold During Term of the Option	 	 	 	 	
 	 	 	 	 	 	 	
H	 	List of Alluvial Equipment	 	 	 	 	

 

THIS AGREEMENT is made and entered into the      day of December 1992
BETWEEN:
N.V. UNION MINIERE S.A., a company formed under Belgian law (“UM”) of the one part,
AND
GOLDEN SHAMROCK MINES LIMITED, a company formed under Victoria, Australian law (“GSM”) of the other part.

RECITALS	 	(Capitalised terms and expressions including names of entities used in these recitals are defined in Article 1)	

A.	 	AuG is directly owned 51% by CMC and 49% by the Republic and CMC in turn is indirectly owned as to 50.1 % by UM and 49.9% by Pancon.	
 		
B.	 	AuG, until recently, carried out alluvial gold mining operations in the Concession Area pursuant to the Concession and the Convention.	
 		
C.	 	The alluvial operations referred to in recital B, proved to be unprofitable and UM decided to terminate them and in conjunction with Pancon, to dispose of CMC on the best available commercial terms.	
 		
D.	 	UM and First Concord Mining Corporation, a company formed under Colorado, United States of America law (“Concord”) have entered into the Letter of Intent pursuant to which they have agreed upon the Closure Program in respect of AuG’s alluvial operations and upon the Maintenance Program in respect of AuG’s property and improvements in the Concession Area.	
 		
E.	 	By the Letter of Intent and in consideration of Concord undertaking to bear the costs of the Maintenance Program for six (6) months, UM agreed to negotiate and enter into an option agreement with Concord by 31 August 1992 providing an exclusive option in favour of Concord to acquire the entire issued share capital of CMC and the benefit of all of the shareholders loans made by UM and Pancon to CMC on the basic terms set out in Section B of the Letter of Intent and other customary provisions.	
 		
F.	 	Effective 13 November 1992 Concord, with the consent of UM, assigned and transferred all of its rights and obligations under the Letter of Intent to GSM.	
 		
G.	 	UM and GSM have now agreed upon the terms and conditions of the option agreement referred to in recital E and upon extension of the date by which such option agreement	

 

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must be entered into and now wish to formally record such agreements in this Agreement.
NOW IT IS AGREED AS FOLLOWS:
Article I: Definitions and Interpretation

1.1	 	In this Agreement (including the recitals and Schedules hereto) the following terms and expressions have the following meanings unless the context otherwise requires:	
 		
 	 	“ AuG ” means Societe Aurifere de Guinee S.A. a mixed company formed under the laws of the Republic of Guinea;	
 		
 	 	“AuG Exploration Note” means the note of AuG payable to CMC, referred to in the accounts of CMC for the year ended 31 December 1987, certified by Coopers and Lybrand on 23 June. 1988, in the amount of US$7,000,000, none of which has been repaid as of the date hereof.	
 		
 	 	“Assignment Agreement” means that certain ‘Convention de Cession’ dated 5 July 1991 entered into by and among AuG, CMC, UM, Pancon, and the BIAO Banks.	
 		
 	 	“Associated Corporation” includes in relation to GSM:	

 	(i)	 	Concord Resources Limited (a company incorporated under the laws of England);	
 		
 	(ii)	 	Concord;	
 		
 	(iii)	 	any other company (other than GSM) incorporated in whatever country, which is for the time being directly or indirectly controlled by either GSM or Oren L. Benton, or by any one or more of the companies referred to in Paragraphs (i) or (ii).	
 		
 	 	 	A particular company is deemed to be directly controlled by Oren L. Benton or by another company or companies if Oren L. Benton or such latter company or companies owns shares carrying more than 50% of the votes exercisable at the general meeting (or its equivalent) of the first mentioned company, and a particular company is deemed to be indirectly controlled by Oren L. Benton or a company or companies (the “parent company or companies”) if a series of companies can be identified beginning with the parent company or companies and ending with the particular company so related that each company of the series except the parent company or companies is directly controlled by one or more of the companies in the series;	

 

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 	 	“BIAO Banks” means the banks and other financial institutions which are parties to the Assignment Agreement.	
 		
 	 	“ CMC ” means Chevaning Mining Company Limited, a company incorporated under English law;	
 		
 	 	“Convention” means the Convention de Base or Basic Agreement dated 29 March 1985 between CMC and the Republic (as ratified by Ordinance No. 143PRG85 of the Republic of Guinea dated 29 June 1985) providing for the formation, control and management of AuG and authorising and regulating the exploration, development and mining of mineral deposits in and the disposal of minerals and metals recovered from the Concession Area by AuG and related matters including investment of capital and payment of taxes;	
 		
 	 	“Concession” means the exclusive, irrevocable mining concession in respect of deposits of gold, silver, diamonds and other associated minerals granted to AuG by the Republic pursuant to the Convention and any other permit or authority now held or hereinafter issued to AuG which confers or may confer on AuG the exclusive right to explore for and mine gold and other minerals in any part of the Concession Area and any renewal, extension, substitution or variation thereof;	
 		
 	 	“Concession Area” means the area or areas from time to time subject to the Concession and which at the date of this Agreement is the area delineated on the map annexed hereto as Schedule A;	
 		
 	 	“Closure Program” means the program agreed between UM and Concord and carried out by AuG at UM’s cost, for closure of alluvial mining operations in the Concession Area;	
 		
 	 	“ Expert ” has the meaning set out in Clause 6.5;	
 		
 	 	“Exploration Loans” has the meaning set out in Clause 6.7;	
 		
 	 	“Financing Agreements” mean (i) the agreements listed in Schedule B annexed hereto; and (ii) any other agreement of a financing or security nature referred to in any agreement listed in said Schedule B and which is in effect at the date of this Agreement;	
 		
 	 	“Force Majeure” means any event or circumstance beyond the reasonable control of a Party and occurring or arising without its fault or negligence which prevents or delays performance by that Party of its obligations hereunder, including without restriction:	

 	(i)	 	war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, strike, lockout, boycott or other labour difficulties, epidemic or quarantine;	

 

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 	(ii)	 	inability to obtain, breakdown of or damage to essential plant, facilities, equipment or supplies;	
 		
 	(iii)	 	loss, breakdown or shortage of necessary transport;	
 		
 	(iv)	 	restriction, restraint, prohibition, requisition, direction or embargo by legislation, regulation, decree or other legally enforceable order of any government or governmental or other competent authority;	
 		
 	(v)	 	refusal, non-grant, revocation, cancellation or suspension of any necessary permit, license, authorisation, approval, consent or waiver or the non-execution, non-entry into force or termination of any necessary agreement; or	
 		
 	(vi)	 	delay or failure to act on the part of any person (other than the Party affected) involved in Renegotiations.	

 	 	“ IFC ” means International Finance Corporation, an international organisation established by articles of agreement among its member countries, including the Republic;	
 		
 	 	“Letter of Intent” means the written agreement relating to the Project made between UM (with the concurrence of Pancon) and Concord on 7 August 1992 as amended by further written agreements between UM (with the concurrence of Pancon) and Concord dated 20 October 1992 and 13 November 1992, respectively;	
 		
 	 	“Maintenance Program” means the work plan and budget for maintenance of AuG’s assets in the Concession Area agreed between UM and GSM, a copy of which is annexed hereto as Schedule C;	
 		
  	 	“ month ” means calendar month;	
 		
 	 	“Option” has the meaning set out in Clause 4.1;	
 		
 	 	“Pancon” means Pancontinental Mining Limited, a company incorporated under the laws of the State of Queensland, Australia and any subsidiary company thereof (where ever incorporated) which holds shares in CMC;	
 		
 	 	“Primary Gold Resource” means any gold bearing in situ resource in the Concession Area other than a gold bearing resource comprising alluvium deposited by existing or former surface river systems;	
 		
 	 	“ Party ” includes UM and GSM and any other person who may become a party to this Agreement, whether by succession, assignment or novation;	
 		
 	 	“ Project ” means:	

 

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 	(i)	 	all the assets of AuG held or hereafter acquired or developed including without limitation the Concession and all minerals (in whatever form) obtained from the Concession Area prior to their sale or disposal; and	
 		
 	(ii)	 	all the assets of CMC held or hereafter acquired or developed including without limitation its rights under the Convention and in respect of AuG;	

 	 	“Quarter” means a period of three (3) months commencing on 1 January, 1 April, 1 July or 1 October in a year and “Quarterly” has a corresponding meaning;	
 		
 	 	“Rehabilitation Program” means the work plan and budget for environmental rehabilitation and restoration of those parts of the Concession Area affected by past alluvial gold mining and treatment operations of AuG, a copy of which is annexed hereto as Schedule D;	
 		
 	 	“Republic” means the Republic of Guinea and includes any Minister of State and any governmental authority of the Republic of Guinea;	
 		
 	 	“Renegotiations” mean negotiations with the Republic, IFC and others having as their object the securing of such changes to the provisions of the Convention, the Concession, the Financing Agreements and the laws, rules and policies of the Republic applicable to the Project, as will enable the mineral resources (including, without limitation the Primary Gold Resources) in the Concession Area to be explored, evaluated, developed, mined, treated and sold or otherwise disposed of on reasonable commercial terms (including, without limitation, a reduction in the level of the Republic’s existing ownership interest in AuG, a reduction in the level of AuG’s existing indebtedness and variations to the existing taxation regime applicable to AuG);	
 		
 	 	“Retained Alluvial Equipment” has the meaning set out in Clause 6.13;	
 		
 	 	“ Royalty ” has the meaning set out in Clause 6.8;	
 		
 	 	“year” means calendar year; cent;	
 		
 	 	“%” means per cent;	
 		
 	 	“ US$ ” means United States of America dollars;	

1.2	 	In this Agreement, unless the context otherwise requires:	

 	(i)	 	Article headings are for convenience only and do not affect the interpretation of this Agreement;	
 		
 	(ii)	 	words importing the singular include the plural and vice versa;	

 

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 	(iii)	 	words importing a gender include any gender;	
 		
 	(iv)	 	an expression importing a natural person includes any partnership, joint venture, association, corporation or other body corporate and any government or governmental agency and vice versa;	
 		
 	(v)	 	a reference to any thing includes a part of that thing;	
 		
 	(vi)	 	references to Articles, Clauses, Paragraphs, Parties, and Schedules are references to Articles, Clauses and Paragraphs of, and Parties and Schedules to, this Agreement;	
 		
 	(vii)	 	a reference to any law, statute, decree, regulation, proclamation or ordinance includes all laws, statutes, decrees, regulations, proclamations or ordinances varying, consolidating or replacing them, and a reference to a law or statute includes all decrees, rules, regulations, proclamations and ordinances issued under that law or statute;	
 		
 	(viii)	 	a reference to any document, includes any permitted amendment or supplement to, or replacement or novation of, that document;	
 		
 	(ix)	 	a reference to any party to any document includes its successors and permitted assigns;	
 		
 	(x)	 	a reference to an agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;	
 		
 	(xi)	 	a reference to any asset or assets includes all property, rights, revenues and benefits of any nature and includes, but is not limited to, a business;	
 		
 	(xii)	 	a reference to a document includes any agreement in writing or any certificate, notice, instrument or other document of any kind; and	
 		
 	(xiii)	 	no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.	
Article 2 : Condition Precedent

2.1	 	No provision of this Agreement (other than Articles 1 and 2 and Clause 8.1) has any effect unless and until the terms and conditions of this Agreement have been ratified and approved in writing by at least two (2) members of the Board of Directors of UM and the Board of Directors of GSM.	

 

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2.2	 	If the required ratifications and approvals of either Party under Clause 2.1 have not been obtained by 30 December 1992 (or such later date as the Parties may agree in writing) either Party may terminate this Agreement by written notice to the other.	
Article 3 : Warranties and Closure, Rehabilitation and Maintenance Programs

3.1	 	UM warrants to GSM that as at the date of this Agreement:	

 	(i)	 	UM has delivered to GSM copies of all material agreements affecting CMC and the Project and details of all loans and other amounts owed by CMC (including, without limitation amounts owed to UM and to Pancon);	
 		
 	(ii)	 	to the best of UM’s knowledge after reasonable inquiry, UM has delivered to GSM copies of all material agreements affecting AuG and the Project with respect to AuG and details of all loans and other amounts owed by AuG (including, without limitation, amounts owed to CMC);	
 		
 	(iii)	 	UM warrants to GSM that UM enters into this Agreement with the full authority and approval of Pancon and that the ratification and approval of the terms and conditions of this Agreement by at least two (2) members of the Board of Directors of UM shall bind Pancon in all respects as if Pancon itself was a party to this Agreement.	
 		
 	(iv)	 	except as specifically set forth in Schedule E annexed hereto, each of AuG and CMC has fulfilled its respective obligations under the Financing Agreements;	
 		
 	(v)	 	the Closure Program, other than the Rehabilitation Program component, has been properly carried out and completed by AuG at UM’s cost;	
 		
 	(vi)	 	to the best of UM’s knowledge after reasonable inquiry, there are no outstanding claims or unresolved disputes arising out of implementation of the Closure Program which could materially affect the carrying out of the outstanding balance of the Rehabilitation Program or the implementation of the Maintenance Program; and	
 		
 	(vii)	 	the Rehabilitation Program has been duly approved by the Board of Directors of AuG (including the representatives of the Republic on the Board).	

3.2	 	UM undertakes and agrees with GSM that subsequent to the date of this Agreement:	

 	(i)	 	the Rehabilitation Program shall continue to be carried out by AuG and that UM, acting through CMC, shall use its best efforts to ensure that AuG will have enough financial and technical means to carry out and complete the Rehabilitation Program in a proper and timely manner;	

 

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 	(ii)	 	without limitation to Paragraph 3.2(i), UM shall use its best efforts to ensure that, subject to any obligations AuG may have to IFC and CMC under the Financing Agreements, all revenue of AuG (including the proceeds of sale of surplus equipment) is exclusively applied to pay unpaid trade creditors of AuG and to fund the Rehabilitation Program;	
 		
 	(iii)	 	UM shall use its best efforts to ensure that CMC causes AuG to exclusively apply all payments or installments made by GSM to the cost of the Maintenance Program towards the proper and timely performance of the Maintenance Program;	
 		
 	(iv)	 	UM, acting through CMC, shall use its best efforts to cause AuG to comply with GSM’s reasonable requirements in respect of manning levels and re-hiring of AuG personnel for purposes of the Maintenance Program; and	
 		
 	(v)	 	separately from the Maintenance Program and without charge to GSM, UM, as part of the measures convenient to the orderly transition of activities in the Concession Area from alluvial mining to care and maintenance, shall use its best efforts to ensure that the supplies of fuel, essential materials and other consumables presently located at the Concession Area are left at the Concession Area ready and available for immediate use on the start date of the Maintenance Program.	

3.3	 	GSM undertakes and agrees with UM that subsequent to the date of this Agreement:	

 	(i)	 	the Maintenance Program will be deemed to have started on the date that is thirty (30) days prior to the date this Agreement is ratified and approved in accordance with Clause 2.1 and GSM shall bear the costs of the Maintenance Program to the extent and in accordance with the agreed budget component thereof as set out in Schedule C annexed hereto for the term of the Option, as the same may be extended in accordance of this Agreement;	
 		
 	(ii)	 	GSM shall pay its agreed budget component of the costs of the Maintenance Program to AuG to the credit of AuG’s nominated bank account as follows:	

 	(a)	 	with respect to the period prior to the date this Agreement is ratified and approved in accordance with Clause 2.1, within twenty (20) days after such ratification and approval; and	
 		
 	(b)	 	with respect to the period subsequent to the date this Agreement is ratified and approved in accordance with Clause 2.1, in monthly installments in advance;	

 	 	 	and if for any reason Maintenance Program costs actually incurred by AuG in any month exceed GSM’s budgeted costs for that month (as set out in Schedule	

 

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 	 	 	C annexed hereto), GSM shall make up the shortfall by adding the required amount to the next monthly installment.	
Article 4 : Option to Acquire CMC

4.1	 	In consideration of GSM’s undertaking set out in Paragraph 3.3(i), UM hereby grants GSM the exclusive and irrevocable option (the “Option”) to acquire the entire issued share capital of CMC and the title to and full benefit of all loans made to CMC by UM and by Pancon as set out in Schedule F annexed hereto.	
 		
4.2	 	The Option may only be assigned by GSM in accordance with Article 7.	
 		
4.3	 	The Option shall be for an initial term of six (6) months calculated from the date this Agreement is ratified and approved in accordance with Clause 2.1, which date shall, for the avoidance of doubt, be confirmed in writing between the Parties.	
 		
4.4	 	Unless GSM otherwise agrees, UM shall ensure that at the time the Option is exercised, the total amount owing by AuG to its trade creditors shall not exceed US$20,000.	
 		
4.5	 	At any time prior to expiration of the initial six (6) months term of the Option, or any extension thereof, GSM may notify UM in writing that GSM does not intend to exercise the Option. Notwithstanding the giving of any such notice, GSM shall remain liable for and shall pay the costs of the Maintenance Program for a minimum of six (6) months from the start date of the Maintenance Program as provided in Clause 3.3.	
 		
4.6	 	If by reason of Force Majeure, the conditions precedent to the exercise of the Option set out in Clause 4.8 are not satisfied during the initial six (6) months term of the Option, GSM may by written notice to UM given at any time prior to the expiration of that initial six (6) months term, extend the term of validity of the Option for a further three (3) months (calculated from the expiration of the initial six (6) months term) unless such. extension is objected to in writing by the Republic, in which event only, the term of the Option shall not be extended.	
 		
4.7	 	If GSM extends the term of the Option pursuant to Clause 4.6:	

 	(i)	 	GSM shall bear and pay the cost of the Maintenance Program during the extension period in the same manner and to the same extent as provided in Clause 3.3; and	
 		
 	(ii)	 	the entire aggregate amount paid by GSM towards the cost of the Maintenance Program from its start date, shall, in the event GSM exercises the Option, be deducted from GSM’s expenditure commitment under Clause 6.2.	

4.8	 	The Parties shall co-operate and use all reasonable endeavours to obtain fulfillment of the following conditions precedent to the exercise of the Option by GSM:	

 

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 	(i)	 	the conclusion of the Renegotiations to GSM’s reasonable satisfaction; and	
 		
 	(ii)	 	the entry into force of all agreements necessary to record and give effect to the Renegotiations as concluded to GSM’s reasonable satisfaction.	

4.9	 	The Parties acknowledge that successful conclusion of the Renegotiations is in their mutual interests and accordingly agree that:	

 	(i)	 	the Parties shall work together in the speedy development and implementation of joint negotiating objectives and strategies;	
 		
 	(ii)	 	neither Party shall participate in any Renegotiations without the other or without affording the other a reasonable opportunity to be represented in any Renegotiations;	
 		
 	(iii)	 	neither Party shall have the right to conclude the Renegotiations or to enter into any binding agreements with respect to the Renegotiations without the approval of the other Party; and	
 		
 	(iv)	 	UM shall, at its own cost and to the extent necessary in its reasonable opinion, provide the services of senior executives of UM to work with GSM and with CMC to secure timely fulfillment of the conditions precedent set out in Clause 4.8.	

4.10	 	So long as the Option remains in force and effect, UM shall use its best efforts to ensure that:	

 	(i)	 	GSM is kept fully and promptly informed in respect of the affairs and activities of each of AuG and CMC and that no substantive decisions are taken in respect of the Project, the Financing Agreements or the loans owing by AuG or CMC without prior consultation with and agreement of GSM, which agreement shall not be unreasonably withheld or delayed;	
 		
 	(ii)	 	with UM’s prior approval (which approval shall not unreasonably withheld or delayed), each of CMC and AuG is authorised and acts upon the instructions of GSM in the implementation of the Maintenance Program and the carrying out of any other activities of AuG;	
 		
 	(iii)	 	GSM representatives (at their own cost and risk) are afforded reasonable access to the Concession Area and to the Project for the purpose of observing and evaluating the implementation of the Maintenance Program, the Rehabilitation Program and any other activities of AuG; and	
 		
 	(iv)	 	except for the equipment listed in Schedule G annexed hereto, the equipment in existence as at the date of this Agreement shall not be sold or otherwise disposed of without the written consent of GSM.	

 

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4.11	 	So long as the Option remains in force and effect, GSM shall use its best efforts to ensure that:	

 	(i)	 	UM is kept fully and promptly informed of operation of the Maintenance Program and of any additional activities which GSM, with UM’s approval, instructs AuG to perform and that any such additional activities are consistent with the provisions of the Maintenance Program, the Rehabilitation Program, the Concession and the Convention; and	
 		
 	(ii)	 	the Maintenance Program and such additional activities as GSM may, with UM’s approval, instruct AuG to perform, are carried out in accordance with good mining industry practice and in a proper and workman like manner and that priority is given or allowed to the Rehabilitation Program in the allocation of AuG’s technical resources.	

4.12	 	Where, in accordance with Clauses 4.10 and 4.11, GSM instructs AuG to perform activities in addition to the Maintenance Program and the Rehabilitation Program, GSM shall bear the costs incurred by AuG in performing those additional activities and shall pay such costs to AuG in the same manner as the costs of the Maintenance Program are to be paid pursuant to Clause 3.3.	
 		
4.13	 	The Option shall lapse and be of no further force and effect if:	

 	(i)	 	GSM gives notice to UM in accordance with Clause 4.5 that it does not intend to exercise the Option; or	
 		
 	(ii)	 	the Option is not validly exercised by GSM prior to expiration of the initial Option term or the expiration of any extension of that term pursuant to Clause 4.6.	
Article 5 : Exercise of Option

5.1	 	GSM may exercise the Option by giving UM written notice of exercise at any time during the initial term of the Option or during the period of any extension of that term pursuant to Clause 4.6.	
 		
5.2	 	Where GSM exercises the Option, UM warrants to GSM that on the date of such exercise:	

 	(i)	 	CMC has no liabilities (actual or contingent) exceeding US$20,000 except:	

 	(a)	 	the loans owing to UM and Pancon;	
 		
 	(b)	 	the service contract of CMC’s General Manager, Richard Winby, which contract expires on 1 January 1993; and	

 

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 	(c)	 	the remaining conditional financial obligations of CMC under Articles 3.1 and 4 of the Assignment Agreement;	

 	(ii)	 	CMC’s sole business is (and since its incorporation has been) that of shareholder, financier and manager of AuG;	
 		
 	(iii)	 	CMC is duly incorporated and in good standing, has power to own its assets and carry on its business as it is now being carried on and is duly registered in each jurisdiction where it carries on business;	
 		
 	(iv)	 	the shares in the capital of CMC indirectly owned by UM and Pancon are validly issued, are fully paid, constitute the entire issued share capital of CMC, are free of all encumbrances and third party rights, interests and claims and CMC is under no obligation to issue or allot any of its shares or other securities to any person;	
 		
 	(v)	 	the loans set out in Schedule F annexed hereto constitute all the loans owing by CMC to UM and Pancon and such loans are valid and subsisting, repayable by CMC in full, and capable of being transferred to GSM;	
 		
 	(vi)	 	CMC’s latest annual accounts have been prepared in accordance with all applicable laws and generally accepted international accounting principles and standards, have been prepared on the same basis as the previous three (3) accounting periods and show a true and fair view of the financial position and assets and liabilities of CMC as at its latest balance date and of the income, expenses and results of the operations of CMC for the year ending on that balance date;	
 		
 	(vii)	 	all taxes, levies, duties and other imposts which are due and payable by CMC have been paid or provided for in full in its accounts and all necessary returns have been duly submitted to the relevant authorities;	
 		
 	(viii)	 	CMC is not a party to any legal or arbitration proceedings or subject to any administrative or governmental investigation and, to the best of UM’s knowledge after reasonable inquiry, no such proceedings or investigations are pending or threatened by or against CMC nor are there any disputes which may give rise to any such proceedings or investigations;	
 		
 	(ix)	 	all corporate, financial and technical records of CMC are up to date, have been fully and accurately maintained and comply with all applicable legal and contractual requirements; and	
 		
 	(x)	 	each of the warranties set out in Paragraphs 3.1 (i), (ii) and (iii) is and remains true and correct.	

 

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5.3	 	Not later than twenty-one (21) days after the exercise of the Option GSM shall pay UM the sum of US$1600 and in consideration of that payment:	

 	(i)	 	UM shall cause the entire issued share capital of CMC to be validly and effectually transferred to GSM and the full title to and benefit of all outstanding loans owing by CMC to UM and Pancon to be validly and effectually assigned to GSM free of all encumbrances and third party rights, claims and interests whatsoever and for these purposes UM shall (if it has not already done so) procure the execution of all necessary documents by Pancon and any other person or obtain powers of attorney from Pancon and any other person authorising UM to execute those documents on behalf of Pancon or that other person;	
 		
 	(ii)	 	UM shall cause all such other acts and things to be done (including, without limitation, the transfer of possession or control of all documents and records and all proprietary information of CMC and AuG to GSM) as are necessary to vest in GSM full, complete and unencumbered ownership of CMC and full and complete ownership of the UM and Pancon loans to CMC and to vest in GSM 51 % indirect ownership of AuG; provided, however, that in connection with such transfers UM shall have no obligation to independently guarantee the performance of GSM as the sole shareholder of CMC or the performance of CMC as a shareholder of AuG.	

5.4	 	Unless GSM otherwise directs in writing, completion of the transactions referred to in Clause 5.3 shall take place at the offices of UM, Gulledelle 92, B 1200 Brussels, Belgium at 10:00 am on the 21st day after the date of exercise of the Option; provided that if such day is not a business day in Brussels, completion will take place at the same hour and at the same address on the first business day in Brussels following such 21st day.	
 		
5.5	 	Each of the warranties set out in Clauses 3.1 and 5.2 shall be construed as a separate and independent warranty and none of those warranties shall merge on completion of the transactions referred to in Clause 5.3.	
 		
5.6	 	UM indemnifies GSM against any claim, action, damages, loss liability, expense or outgoing which GSM pays, suffers, incurs or becomes liable for in respect of a breach of any of the warranties set out in Clauses 3.1 and 5.2 or any of those warranties not being true and correct.	
 		
5.7	 	Any investigation, whether before or after the date of this Agreement, made by or on behalf of GSM in respect of CMC or AuG shall not affect the warranties set out in Clauses 3.1 and 5.2.	
 		
5.8	 	Unless the Parties otherwise agree in writing, exercise of the Option shall not affect any then outstanding obligations of UM to provide to AuG the funds necessary to complete	

 

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 	 	the Rehabilitation Program, which funds, once received, GSM shall cause CMC or AuG to utilize to complete said Rehabilitation Program.	
Article 6 : Post Option Exercise Undertakings

6.1	 	To the extent UM considers to be reasonable, UM shall make the services of UM executives available to GSM for a reasonable period (not being less than six (6) months) after exercise of the Option to assist GSM in the management and affairs of CMC and AuG. Such services shall be made available by UM on a direct cost basis (that is, without charging any margin for head office overheads or general administration). The cost of services rendered in pursuance of this Clause 6.1 shall be invoiced to GSM monthly in arrears and such invoices shall be paid by GSM within twenty-one (21) days of receipt. Each such invoice shall show the names of the executives providing services, the hours spent by each executive in providing services, a summary of the services performed and the daily direct cost of each executive.	
 		
6.2	 	Subject to Clause 6.4, on exercise of the Option GSM undertakes with UM to expend, either alone or jointly with one or more other shareholders in AuG, an aggregate of not less than US$4,500,000 on further mineral exploration, evaluation and development of a Primary Gold Resource in or in respect of the Concession Area over a three (3) year period from the date of exercise of the Option.	
 		
6.3	 	For the purposes of Clause 6.2:	

 	(i)	 	activities funded by GSM shall be carried out by AuG or by consultants or contractors to AuG in accordance with good mining industry practice and pursuant to work programs and budgets developed and adopted by GSM after consultation with UM;	
 		
 	(ii)	 	the three (3) year period referred to in Clause 6.2 shall be subject to extension if and to the extent AuG or its consultants or contractors are delayed by reason of Force Majeure in carrying out work programs and GSM as a result of such delay is unable to meet its budgeted expenditure commitments and in such event the period of extension shall be equal to the aggregate number of days during which AuG or its consultants or contractors are prevented by Force Majeure from carrying out such work programs;	
 		
 	(iii)	 	during the three (3) year period referred to in Clause 6.2, and any extension, GSM shall furnish or cause AuG to furnish to UM for information purposes only a preliminary work program and budget, including schedules of anticipated activities contemplated with respect to the Concession Area, as follows:	

 	(a)	 	on the date of completion of the transactions referred to in Clause 5.3, for the balance of the year in which the Option is exercised; and	

 

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 	(b)	 	not later than 31 March of each year thereafter, for such year, or portion thereof;	

 	 	 	provided, however, that the Parties agree that the preliminary work programs and budgets furnished in accordance with this Paragraph (iii) are not binding on GSM or AuG and are subject to modification in whole or in part by GSM;	
 		
 	(iv)	 	GSM shall furnish or cause AuG to furnish to UM within thirty (30) days after the end of each Quarter a summary written report of exploration, evaluation and development activities and expenditures during that Quarter and shall promptly notify UM of any material event (such as, but not limited to, the discovery of significant gold mineralisation in the Concession Area) affecting the Project;	
 		
 	(v)	 	GSM shall promptly notify UM of: (a) any event of Force Majeure affecting outlay of its budgeted expenditure commitment; (b) the measures undertaken by AuG at GSM’s direction to overcome the effects of the event of Force Majeure; (c) the cessation of the effects of the event of Force Majeure and (d) the number
of days lost as a result of the event of Force Majeure; and	
 		
 	(vi)	 	where Clause 4.7 applies, the aggregate amount paid by GSM to meet the cost of the Maintenance Program shall be deemed to have been expended pursuant to Clause 6.2 and shall be deducted from GSM’s US$4,500,000 expenditure commitment.	

6.4	 	At any time after having expended at least US$1,000,000 pursuant to Clause 6.2, GSM may seek to demonstrate to UM that the Concession Area does not warrant further expenditure on exploration and should be abandoned, and if UM accepts in writing that GSM has been so able to demonstrate, then GSM’s commitment to expend the then remaining balance of its US$4,500,000 expenditure commitment shall absolutely cease and terminate.	
 		
6.5	 	If GSM invokes Clause 6.4, but UM does not accept that GSM has demonstrated that further exploration of the Concession Area is not warranted, the matter shall, in the absence of the Parties achieving a negotiated compromise within sixty (60) days of GSM submitting its reasons to UM, be referred to determination by an internationally recognised, independent expert in the gold mining industry (the “Expert”). The Expert shall be chosen by agreement between the Parties or, in default of such agreement within thirty (30) days of the expiration of the above mentioned sixty (60) day period, appointed at the request of the Parties, or either of them, by the President for the time being of the International Chamber of Commerce or by his nominee.	
 		
6.6	 	The Expert shall determine, on technical and economic grounds customarily used in the gold mining industry, whether or not the exploration potential of the Concession Area is such that there exists a reasonable possibility of discovering and profitably exploiting	

 

 16 

 	 	a Primary Gold Resource which warrants further exploration expenditure by GSM of the then remaining balance of its US$4,500,000 commitment. The Expert shall:	

 	(i)	 	be instructed to make his determination as soon as practicable and, in any event, within ninety (90) days of his appointment;	
 		
 	(ii)	 	within thirty (30) days after his appointment, provide each Party with the opportunity, through written submission, to present the Expert with such information and discussion as such party in good faith believes the Expert should be aware and consider with respect to his determination;	
 		
 	(iii)	 	have the right to open and complete access to all information in the possession or control of either Party with respect to the Project and the Concession Area as the Expert shall reasonably request, which access shall be provided not later than thirty (30) days after requested by the Expert;	
 		
 	(iv)	 	give such regard as he deems appropriate to the information furnished or made available to him by the Parties with respect to the Project and the Concession Area; and	
 		
 	(v)	 	act as an expert and not as an arbitrator.	

 	 	The Expert’s determination shall be final and binding on the Parties. The costs of appointment and proceedings of the Expert (including all fees and expenses) shall be borne equally by the Parties. If the Expert determines in favour of GSM, its expenditure commitment under Clause 6.2 shall absolutely cease and terminate. If the Expert determines in favour of UM, GSM’s expenditure commitment under Clause 6.2 shall continue in full force and effect provided the three (3) year period under Clause 6.2 shall be extended by the number of days involved in the appointment and proceedings of the Expert.	
 		
6.7	 	Upon the occurrence of any of the following events, upon the written request of UM, GSM shall (a) transfer to UM for no consideration other than the terms of this Agreement, GSM’s then existing right, title and interest in the Project, including, without limitation, GSM’s current shareholding in CMC or in AuG (as the case may be) and the benefit of all then outstanding loans owing by CMC or by AuG (as the case may be) to GSM, exclusive of any loans or advances made by GSM to CMC or AuG since the exercise of the Option by GSM and prior to the expenditure by GSM of US$4,500,000 in accordance with Clause 6.2 (the “Exploration Loans”), which Exploration Loans shall for all purposes be deemed to be of no force or effect from and after the date of transfer by GSM to UM pursuant to this Clause 6.7; and (b) upon such transfer to UM, GSM shall assume the obligations of CMC and AuG, if any, to pay all amounts due by CMC and AuG to any person in connection with loans or advances made by such person to CMC or AuG (as the case may be) since the date of exercise of the Option and prior to the expenditure by GSM of US$4,500,000 in accordance with Clause 6.2:	

 

 17 

 	(i)	 	GSM ceases further expenditure on exploration in the Concession Area with UM’s concurrence in accordance with Clause 6.4;	
 		
 	(ii)	 	GSM ceases further expenditure on exploration in the Concession Area pursuant to the Expert’s determination in accordance with Clause 6.6;	
 		
 	(iii)	 	Subsequent to the expenditure by GSM of US$4,500,000 in accordance with Clause 6.2, GSM advises UM in writing that GSM has elected to decline to authorise, through CMC or otherwise, any further funding of AuG’s operations in the Concession Area; or	
 		
 	(iv)	 	Subsequent to the expenditure by GSM of US$4,500,000 in accordance with Clause 6.2 GSM advises UM in writing that CMC or AuG (as the case may be) have ceased to engage in any substantial exploration or mining activities in the Concession Area for a period of eighteen (18) consecutive months.	

 	 	Notwithstanding anything set forth above to the contrary, the rights granted to UM under this Clause 6.7 shall automatically terminate and be of no further force or effect upon the first to occur of the following: (a) UM fails to request GSM to transfer the assets described above within sixty (60) days after the occurrence of one of the events set forth in Paragraphs (i), (ii), (iii) or (iv) above; (b) the obligations of CMC to the BIAO Banks under the Assignment Agreement have been satisfied in full; (c) the obligation of UM to guarantee the performance of CMC to the BIAO Banks under the Assignment Agreement is terminated or otherwise released; or (d) UM has received Royalty from GSM, CMC or AuG (as the case may be) in accordance with Clause 6.9 equal to US$3,500,000.	
 		
6.8	 	In the event GSM exercises the Option, GSM warrants to UM as a continuing and independent undertaking that CMC shall perform its obligations under the Assignment Agreement in a proper and timely manner. UM expressly agrees that, on exercise of the Option, GSM, directly or through CMC, shall have the unrestricted right to modify or restructure the terms of the Assignment Agreement as GSM, in its sole discretion, shall deem appropriate so long as the obligations of UM to guarantee the performance of CMC under the Assignment Agreement are not increased or otherwise adversely affected thereby.	
 		
6.9	 	If after the date of exercise of the Option, AuG commences or recommences gold mining operations in the Concession Area, GSM shall pay or cause CMC or AuG (as the case requires) to pay UM a royalty in respect of gold produced by AuG from the Concession Area (“Royalty”) as follows:	

 	(i)	 	the Royalty shall apply to all gold, other than gold to which the Republic is entitled, produced after the first year of commercial operation from each individual mining project established or recommenced after the date of exercise of the Option (“qualifying gold”);	

 

 18 

 	(ii)	 	the aggregate amount of the Royalty shall be subject to the limitation set out in Clause 6.11;	
 		
 	(iii)	 	unless the Parties otherwise agree in writing, the Royalty shall not be affected by any royalty or other impost on the production, sale or export of gold now or hereafter imposed by the Republic under any law having general application throughout Guinea;	
 		
 	(iv)	 	the Royalty payable in respect of qualifying gold produced in each Quarter shall, subject to Clause 6.11, be the applicable % of the simple arithmetic average of the US$ spot gold price over that Quarter as determined in accordance with the following table multiplied by the quantity of qualifying gold produced in such Quarter:	
Table
 	 	 	 	 	
US$ Spot Gold	 	Royalty	
Price per Ounce	 	%	
• less than 350	 	nil 	 	
• 350 to 400	 	 	2.5 	 	
• 400.01 to 425	 	 	3.5 	 	
• 425.01 to 450	 	 	4.5 	 	
• 450.01 to 475	 	 	6.0 	 	
• greater than 475	 	 	7.5;	 	

 	(v)	 	the amount of Royalty determined to be payable in respect of qualifying gold produced in a Quarter shall be paid to UM in US$ within thirty (30) days after the end of that Quarter to the credit of UM’s nominated bank account.	

6.10	 	For the purposes of Clause 6.9:	

 	(i)	 	a reference to “gold to which the Republic is entitled” is a reference to the Republic’s entitlement to gold in specie or to the proceeds of the sale of gold obtained by AuG from the Concession Area whether that entitlement accrues to the Republic as a shareholder in AuG or under the Convention;	
 		
 	(ii)	 	a reference to “each individual mining project” includes a reference to:	

 	(a)	 	each Primary Gold Resource which is mined as an independent mining operation with its own, exclusive ore crushing and treatment plant;	

 

 19 

 	(b)	 	each Primary Gold Resource which is mined as part of a mining enterprise having two or more mines and a common ore crushing and treatment plant but which Primary Gold Resource is located at least three (3) kilometres from any other mine in the Concession Area;	
 		
 	(c)	 	an alluvial gold mining operation in the Concession Area carried on as a single mining enterprise with a separate processing plant;	

 	(iii)	 	a reference to “the US$ spot gold price” is a reference to the afternoon US Dollar fixing price of the London Gold Market as quoted in Metal Bulletin;	
 		
 	(iv)	 	the US$ spot gold price ranges set out in the Table in Clause 6.8 shall be subject to indexation and adjusted yearly for inflation from the date commercial production from the Concession Area is achieved or 1996, whichever shall last occur, onwards according to changes in the simple arithmetic average of United States, Canadian and Australian national consumer price indices from those indices applying on 1 January 1995, which date shall be used as the base date for purposes of indexation;	
 		
 	(v)	 	each Quarterly payment of Royalty shall be accompanied by a statement setting out:	

 	(a)	 	the quantity of qualifying gold produced in the relevant Quarter;	
 		
 	(b)	 	the simple arithmetic average of the US$ spot price over the relevant Quarter;	
 		
 	(c)	 	GSM’s or CMC’s calculation of the amount of Royalty for the relevant Quarter; and	
 		
 	(d)	 	such supporting information as UM may reasonably require to verify the basis of GSM’s or CMC’s calculation;	

 	(vi)	 	UM’s employees and agents shall at all times, at UM’s own cost and upon giving reasonable prior notice to GSM, have access to the gold production records of AuG subject to observance of the confidentiality provisions of this Agreement.	

6.11	 	Royalties shall be subject to the following limitations:	

 	(i)	 	where the aggregate amount of Royalty paid to UM reaches US$30,000,000, each Royalty % per ounce of gold set out in the Table in Clause 6.9 shall be reduced to one half of the stated % figure and such reduced % rates of Royalty shall apply to all qualifying gold produced after the aforementioned US$30,000,000 aggregate Royalty payment has been reached;	

 

 20 

 	(ii)	 	where the aggregate amount of Royalty paid to UM reaches US$60,000,000, the Royalty shall cease to be payable and shall terminate absolutely.	

6.12	 	No royalties or other monetary benefits whatsoever shall be payable to UM under this Agreement in respect of diamonds or in respect of minerals, other than gold, obtained from the Concession Area.	
 		
6.13	 	Within three (3) months after the exercise of the Option, GSM and UM shall jointly determine which of the alluvial equipment listed on Schedule H annexed hereto shall be retained by CMC or AuG (as the case may be)(the “Retained Alluvial Equipment”). GSM shall or shall cause CMC or AuG (as the case may be) to properly maintain the Retained Alluvial Equipment unless and until GSM elects to sell or otherwise dispose of such Retained Alluvial Equipment. However, none of the Retained Alluvial Equipment shall be sold or otherwise disposed of without the written consent of UM, which consent shall not be unreasonably withheld or delayed. The alluvial equipment listed on Schedule H which is not determined to be Retained Alluvial Equipment within said three (3) month period, shall be sold by AuG as soon as reasonably practicable after such determination for a price and on such terms as AuG shall deem appropriate, and the proceeds from such sales shall be used to repay AuG creditors other than GSM. The Retained Alluvial Equipment may be used by GSM, CMC or AuG (as the case may be) in connection with its other activities in the Concession Area, it being understood that the proceeds of any such sale or disposition shall not be used to reimburse GSM any of the Exploration Loans.	
 		
6.14	 	In the event GSM exercises the Option, GSM undertakes that, without the written consent of UM, GSM shall not cause or permit AuG to repay to CMC in excess of a cumulative total of US$3,900,000 of the principal amount of the AuG Exploration Note on the date of exercise of the Option by GSM, or otherwise consent to any direct or indirect reduction by any means including, without limitation, cancellation, disposal or transfer thereof or resulting from a recapitalization or conversion thereof in excess of said cumulative total of US$3,900,000 of principal.	
Article 7: Assignment

7.1	 	Prior to the exercise of the Option, GSM may assign the Option and GSM’s rights and obligations under this Agreement to an Associated Corporation of GSM or, with UM’s prior written consent, to any other person. UM may, in its absolute discretion, withhold its consent to an assignment under this Clause 7.1 to any person who is not an Associated Corporation of GSM or may give that consent subject to conditions.	
 		
7.2	 	After exercise of the Option, GSM may assign or cause CMC to assign (as the case requires) to an Associated Corporation of GSM the whole or any part of:	

 	(i)	 	GSM’s shareholding in CMC;	

 

 21 

 	(ii)	 	any loans owing by CMC to GSM;	
 		
 	(iii)	 	CMC’s shareholding in AuG;	
 		
 	(iv)	 	the assets of CMC; or	
 		
 	(v)	 	any combination of the foregoing.	

7.3	 	After exercise of the Option, GSM may, with UM’s prior written consent, effect any assignment contemplated by Clause 7.2, to any person who is not an Associated Corporation of GSM. UM shall not unreasonably withhold its consent to an assignment under this Clause 7.3, where GSM is able to demonstrate to UM’s reasonable satisfaction that the proposed assignee has available to it the technical and financial resources necessary to fully and properly fulfill the obligations and responsibilities to be assumed as a result of the proposed assignment.	
 		
7.4	 	Any assignment pursuant to Clause 7.1, 7.2 or 7.3 shall be conditional upon:	

 	(i)	 	GSM or the proposed assignee obtaining all necessary third party approvals to the proposed assignment (including, without limitation, all necessary governmental approvals);	
 		
 	(ii)	 	the proposed assignee entering into a written agreement with UM (in a form and containing provisions to UM’s reasonable satisfaction) whereby the proposed assignee undertakes to be bound by the terms and conditions of this Agreement and to assume all obligations and responsibilities of GSM the subject of the proposed assignment; and	
 		
 	(iii)	 	in the case of an assignment to an Associated Corporation of GSM, GSM entering into an unconditional and irrevocable guarantee in favor of UM of the due and proper performance of the obligations and responsibilities assumed by such Associated Corporation, such guarantee to be in form and substance reasonably acceptable to UM.	

7.5	 	No assignment pursuant to this Article 7 shall relieve GSM of liability for performance of its obligations in relation to the assets assigned where those obligations have accrued and remain unsatisfied at the effective date of the assignment.	
Article 8: General

8.1	 	Unless the Parties otherwise agree in writing, the terms of this Agreement and all information now or hereinafter held or obtained by either of them in relation to the subject matter or operation of this Agreement and which is not in the public domain, shall be kept strictly confidential and shall not be disclosed by the Parties otherwise than to each other or:	

 

 22 

 	(i)	 	to employees of GSM and of any Associated Corporation of GSM, whose duties in connection with the Renegotiations or the Project reasonably require such disclosure;	
 		
 	(ii)	 	to the extent that it may be necessary or desirable to disclose such information to the Republic, IFC, any banks which are parties to any of the Financing Agreements or any competent authority in connection with the Renegotiations or applications for any consents and approvals required under this Agreement, the Convention, the Financing Agreements or applicable laws;	
 		
 	(iii)	 	to employees or agents of a bona fide potential assignee under Article 7 whose duties reasonably require such disclosure and who are bound, either by express contract or common law, to treat information disclosed to them as confidential;	
 		
 	(iv)	 	to an Expert for the purposes of Article 6 whose duties reasonably require such disclosure and who are bound, either by express contract or common law, to treat information disclosed to them as confidential;	
 		
 	(v)	 	to employees of CMC and AuG whose duties reasonably require such disclosure;	
 		
 	(vi)	 	to the extent required by applicable law or the rules of any recognised stock exchange applicable to a Party or for the purposes of any arbitration or legal proceedings involving both the Parties;	
 		
 	(vii)	 	to professional advisers, consultants and agents of a Party or of AuG whose duties reasonably require such disclosure and who are bound, either by express contract or common law, to treat information disclosed to them as confidential;	
 		
 	(viii)	 	to financial institutions in connection with GSM’s funding requirements in respect of the Project provided such institutions first agree in writing with GSM to treat as confidential all information disclosed to them.	

8.2	 	The provisions of Clause 8.1 shall continue to bind a Party for a period of two (2) years after it ceases to be a Party to this Agreement.	
 		
8.3	 	In the event the Option is not exercised by GSM, GSM expressly agrees that GSM shall not, for a period of two (2) years after the termination of the Option, acquire any interest in the Concession Area, the Convention, or the Project, directly or indirectly.	
 		
8.4	 	Before any public announcement or statement is made in any way concerning this Agreement, the Project or Renegotiations, the Parties shall use their best endeavours to agree upon the wording and timing of such public announcement or statement. If agreement cannot be reached by the time that any such announcement or statement must be made, the Party in question shall be free to make the relevant announcement or statement notwithstanding that such agreement has not been reached, but in so doing it shall not disclose more than the minimum information that it is compelled to disclose.	

 

 23 

 	 	Copies of any public announcement or statement shall be given to the other Party in the most expeditious manner reasonably available.	

8.5	 	This Agreement is governed by and shall be construed in accordance with the laws of England.	
 		
8.6	 	Any dispute or difference between the Parties concerning the construction or operation of this Agreement or the rights or obligation of either Party hereunder shall, except where a procedure for resolution of such dispute or difference is expressly provided elsewhere in this Agreement, be submitted to arbitration in accordance with the then current Rules of Conciliation and Arbitration of the International Chamber of Commerce. Unless otherwise agreed between the Parties:	

 	(i)	 	arbitration proceedings shall be conducted in the English language;	
 		
 	(ii)	 	the place of arbitration shall be Brussels, Belgium where GSM is the Party initiating the proceedings and London, England where UM is the Party initiating the proceedings;	
 		
 	(iii)	 	the dispute or difference shall be referred to three (3) arbitrators appointed in accordance with the said Rules.	

8.7	 	Any arbitral award made in respect of a dispute or difference submitted to arbitration pursuant to Clause 8.6 shall be final and binding upon the parties and judgement thereon may be entered in any court of competent jurisdiction or application made to such court for judicial acceptance and an order for enforcement of that award.	
 		
8.8	 	If a dispute or difference is submitted to arbitration pursuant to Clause 8.6, the Parties shall, during the period of such arbitral proceedings and pending the making of the arbitral award, continue to perform their respective obligations under this Agreement so far as circumstances will allow without prejudice to a final adjustment in accordance with that arbitral award.	
 		
8.9	 	Any notice, or other communication (including, without limitation, any request, consent or approval) to or by a Party under this Agreement which is required to be in writing:	

 	(i)	 	must be legible and in the English language addressed as set out below:	
 	 	 	 	 	
(a)	 	if to UM:	 	C/- N.V. Union Miniere S.A.	
 	 	 	 	 	
 	 	Address:	 	Gulledelle 92	
 	 	 	 	B-1200 Brussels, Belgium	

 

 24 

 	 	Attention:	 	Administration & Legal Department	
 	 	Facsimile:	 	32 2 778 8913.	
 	 	 	 	 	
 	 	Copy to:	 	Chevaning Mining Company Ltd.	
 	 	 	 	C/O N.V. Union Miniere S.A.	
 	 	 	 	 	
 	 	Address:	 	Gulledelle 92	
 	 	 	 	B-1200 Brussels, Belgium	
 	 	Facsimile:	 	32 2 778 8913	
 	 	 	 	 	
(b)	 	if to GSM:	 	C/- Golden Shamrock Mines Limited	
 	 	 	 	 	
 	 	Address:	 	15 Queen Street, 4th Floor
Melbourne 3000	
 	 	 	 	Victoria, Australia	
 	 	 	 	 	
 	 	Attention:	 	Legal Department	
 	 	Facsimile:	 	61 3 629 7274	
 	 	 	 	 	
 	 	Copy to:	 	First Concord Mining Corporation	
 	 	 	 	 	
 	 	Address:	 	One Tabor Center, Suite 2500	
 	 	 	 	1200 Seventeenth Street	
 	 	 	 	Denver, Colorado 80202	
 	 	 	 	United States of America	
 	 	 	 	 	
 	 	Attention:	 	Legal Department	
 	 	Facsimile:	 	011 303 595 0930	

 	 	 	or to any other address specified by a Party to the sender by written notice;	
 		
 	(ii)	 	must be signed by a director, manager or secretary of the sender;	
 		
 	(iii)	 	in the case of a telex must be stated or purport to be sent under the signature of a director, manager or secretary of the sender;	
 		
 	(iv)	 	is. deemed to be duly given by the sender and received by or served on the addressee:	

 	(a)	 	if by delivery in person, when delivered to the addressee;	
 		
 	(b)	 	if by post, when received by the addressee;	
 		
 	(c)	 	if by telex, on receipt by the sender of the answerback code of the addressee; or	

 

 25 

 	(d)	 	if by facsimile transmission, when received by the addressee,	

 	 	 	but if the delivery or receipt is on a day which is not a business day at the place of the addressee or is after 4:00 pm (addressee’s time) it is deemed to be duly given on the next business day at the place of the addressee; and	
 		
 	(v)	 	can be relied on by the recipient and the recipient will not be liable to any other person for any consequences of that reliance if the recipient believes it to be genuine, correct and duly authorised by the sender.	

8.10	 	Waiver of any breach or provision of, or any default under, this Agreement must be in writing and signed by the Party granting the waiver. A breach of, or default under, this Agreement is not waived by any failure or delay in exercising any provision of this Agreement. A failure or delay in exercising or the partial exercise of any provision of this Agreement is not a waiver of that provision.	
 		
8.11	 	A variation of any term of this Agreement must be in writing and signed by the Parties.	
 		
8.12	 	GSM shall pay any stamp duty in connection with:	

 	(i)	 	this Agreement; and	
 		
 	(ii)	 	any document executed under this Agreement.	

8.13	 	Subject to Clause 8.12, each Party shall pay its own costs and expenses in respect of or in connection with:	

 	(i)	 	the preparation and execution of this Agreement;	
 		
 	(ii)	 	the Renegotiations;	
 		
 	(iii)	 	the documents executed under this Agreement; and	
 		
 	(iv)	 	the preparation and execution of any documents resulting from the Renegotiations.	

8.14	 	In entering into this Agreement the Parties recognise that it is impracticable to make provision for every contingency which may arise in the course of the Renegotiations or in the course of operation of this Agreement and if unfairness to either Party is disclosed or reasonably anticipated due to some event or change in circumstances beyond the reasonable control of that Party, the Parties shall, upon request of either of them, forthwith consult in good faith with a view to removing the cause or ameliorating the effects of such unfairness provided that failure of the Parties to agree to remove the cause or ameliorate the effects of such unfairness shall not constitute a dispute or difference for the purposes of Clause 8.6.	

 

 26 

8.15	 	Unless the Parties agree otherwise, this Agreement shall continue in force unless and until the last to occur of the following events:	

 	(i)	 	the rights and obligations of the Parties under this Agreement have lapsed or otherwise terminated; or	
 		
 	(ii)	 	each of the Parties has fully and completely performed and discharged all its obligations under this Agreement.	

8.16	 	Termination of this Agreement pursuant to Clause 8.14 shall not relieve a Party of any obligation or liability accrued prior to the effective date of termination which remains outstanding at that date.	
 		
8.17	 	This Agreement supersedes all previous agreements with respect to its subject matter including, without limitation, the Letter of Intent.	
 		
8.18	 	Each Party shall do any thing and execute all documents reasonably required by the other Party to give effect to the transactions contemplated by this Agreement.	
 		
8.19	 	This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.	
IN WITNESS WHEREOF the parties have entered into this Agreement on the day and year first hereinbefore written.
 	 	 	 	 	 	 	 	 	 	 	 	 	
DULY SIGNED for and on behalf of	 	 	)	 	 	 	 	 	 	 	 	 	
N.V. UNION MINIERE S.A. by its	 	 	)	 	 	 	 	 	 	 	 	 	
duly authorised representative in the	 	 	)	 	 	Signature	 	 	 	 	 	 	
presence of:	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	N. Masson	 	 	 	J.P.Rodier	 	 	
 	 	 	 	 	 	Administrateur Director General
Name (Print)	 	 	 	Administrateur délégu	 	 	

 	 	 	 	 	 	 	 	 	
Witness	 	 	 	 	 	Title	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
DULY SIGNED for and on behalf of	 	 	)	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
GOLDEN SHAMROCK MINES LIMITED by its	 	 	)	 	 	Signature	 	 	
duly authorised representative in the	 	 	)	 	 	 	 	 	
presence of:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	J. E. ASKEN	 	 	
 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Name (Print)	 	 	
 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	MANAGING DIRECTOR	 	 	
 	 	 	 	 	 	 	 	 	
Witness	 	 	 	 	 	Title	 	 	

Exhibit 99.7
PANCON/UM DEED
THIS DEED is made this 23rd day of December, 1992.
 	 	 	
BETWEEN	 	PANCONTINENTAL MINING LIMITED a company formed under Queensland, Australian law (and including its wholly-owned subsidiary Pancontinental Mining (Guinea Gold) Pty. Limited, a company formed under Northern Territory, Australian law) hereinafter called “Pancon”,	
 	 	 	
AND	 	n.v. UNION MINIERE s.a. a company formed under Belgian law (and Including Its wholly owned subsidiary n.v. Financial and Investments Company s.a. a company formed under Belgian law) hereinafter called “UM”.	
WHEREAS

A.	 	Pancon and UM have entered into a shareholder’s agreement (the “Shareholder’s Agreement”) of 6th July, 1988.	
 		
B.	 	Pancon and UM have entered into a further agreement (the “Principles of Agreement”) of 5th July, 1991 whereby PML and UM agreed certain principles inter se in relation to the Siguiri Project in Guinea which varies certain terms of the Shareholder’s Agreement.	
 		
C.	 	Pancon and UM have entered into a guarantee (the “Siguiri Guarantee”) of 26th September, 1991 whereby UM guaranteed to Pancon the payment of and observance of certain events and obligations in relation to the Siguiri Project.	
 		
D.	 	UM is on or soon after the date hereof to enter into on behalf of itself and Pancon an option agreement with Golden Shamrock Mines Limited a company formed under Victoria, Australian law (hereinafter called “GSM”) (the “Option Agreement”), to sell the interests of Pancon and UM in Chevaning Mining Company Limited (“Chevaning”) and otherwise deal with matters in relation to the Siguiri Project.	
 		
E.	 	The parties hereto wish to confirm certain understandings between themselves in relation to the aforesaid agreements and guarantee as hereinafter set out.	

 

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NOW THEREFORE in witness of the above-mentioned premises and for other valuable consideration, including the payment of US$10 (the receipt of which is hereby acknowledged) the sufficiency of which consideration is hereby agreed and acknowledged, the parties hereto agree and declare as follows:

1.	 	Pancon shall sign the Power of Attorney in favour of UM in the form attached hereto as Annexure “A” provided that in exercising powers pursuant to such Power of Attorney UM agrees not to act in a manner inconsistent with or contrary to the provisions of this Deed, the Principles of Agreement, the Siguiri Guarantee, the Shareholder’s Agreement and the Option Agreement.	
 		
2.	 	The entering into the Option Agreement by UM with GSM on behalf of itself and Pancon and the exercise of the option thereunder or the failure to exercise the option thereunder shall be without prejudice to the respective rights and obligations of Pancon and UM under this Deed, the Principles of Agreement, the Siguiri Guarantee, the Shareholder’s Agreement and the Option Agreement.	
 		
3.	 	UM confirms that it holds the benefits and rights pursuant to the Option Agreement for and on behalf of itself and Pancon (other than in relation to Clause 6.14 of the Option Agreement) and in particular UM agrees with Pancon that:	

 	(i)	 	The benefit of any royalty arising under Clause 6.9 of the Option Agreement shall be shared between UM and Pancon, as set forth in the Principles of Agreement. UM shall keep Pancon advised in writing on a monthly basis of all matters arising under the Option Agreement and shall promptly advise Pancon in writing as and when any part of the Royalty becomes due and payable under the Option Agreement. UM shall promptly distribute to Pancon its share of the Royalty as and when it becomes due and payable and shall otherwise provide monthly written reports to Pancon on the status of any Royalty payments,	
 		
 	(ii)	 	If Clause 6.7 of the Option Agreement becomes operative, UM shall become entitled to a retransfer of the shares in Chevaning for and on behalf of itself and Pancon as if such Option Agreement had not been entered into, and	
 		
 	(iii)	 	If UM ceases to be entitled to the benefit of any Royalty under Clause 6.9 of the Option Agreement, whether by assignment or otherwise, it shall procure its assignee or GSM, at Pancon’s option, to have Pancon’s royalty entitlement and interest assigned direct to Pancon or otherwise paid direct to Pancon according to arrangements satisfactory to Pancon.	

 

 -3- 

4.	 	Without prejudice to Clause 3 hereof copies of any reports and information provided to UM pursuant to the Option Agreement shall be promptly provided by UM to Pancon.	
 		
5.	 	It is acknowledged by the parties hereto that UM shall remain solely liable and responsible for those matters including obligations, representations and warranties arising under the Option Agreement. UM shall procure GSM to acknowledge and agree that GSM shall have no recourse against Pancon for the failure by UM to perform any of its obligations under the Option Agreement or otherwise and for Pancon to have the right at reasonable times and on reasonable notice to inspect the Siguiri Project and to audit the books of account of the Siguiri Project.	
 		
6.	 	Upon reasonable request made to UM, UM shall obtain such information as it is able to receive from GSM, in relation to the Siguiri Project and provide it promptly to Pancon.	
 		
7.	 	The parties agree to keep any Information provided under this Agreement confidential except that Pancon shall be entitled to disclose to any party sharing its entitlement to the Royalty or otherwise to which Pancon may have reporting obligations in relation to the Siguiri Project Information in relation to such Royalty and the Siguiri Project generally. Pancon shall be entitled to freely assign or otherwise deal with its Royalty Interest to a third party.	
 		
8.	 	UM acknowledge the right of Pancon’s nominees as directors of Chevaning and Galiena Mining Company Limited to resign and in the case of resignation of such directors Pancon shall not be obliged to nominate new directors but Pancon reserves its rights to do so under the Shareholder’s Agreement pending exercise of the option under the Option Agreement. UM confirms that its directors shall not act in a manner inconsistent with or contrary to the Principles of Agreement and this Deed.	
 		
9.	 	This Agreement shall be governed by and construed according to the laws of England and the parties hereto agree to submit to the jurisdiction of its Courts.	
 		
10.	 	All notices, requests, demands, consent, approvals, agreements or other communications to or by a party to this Deed shall:	

 	(a)	 	be in writing addressed to the address of the recipient shown in this Deed or to such other address as it may have notified the sender;	
 		
 	(b)	 	be signed by an Authorised Officer of the sender; and	

 

 -4- 

 	(c)	 	be sent by letter, delivered by hand or by telex or facsimile and shall be deemed to be duly given or made:	

 	(i)	 	(In the case of delivery in person) when delivered to the recipient at such address;	
 		
 	(ii)	 	(In the case of delivery by post), upon actual receipt by the addressee;	
 		
 	(iii)	 	(In the case of telex) on receipt by the sender of the answerback code of the recipient at the end of transmission;	
 		
 	(iv)	 	(In the case of facsimile) on receipt by the addressee of a letter, telex or hand delivered confirmation,	

 	 	 	if such delivery or receipt occurs on a non business day or is later than 4.00pm (local time) on a day on which business is generally carried on in the place to which such communication is sent, it shall be deemed to have been duly given or made at the commencement of business on the next such day in that place.	
 		
 	 	 	Any communication by facsimile transmission shall be confirmed by delivery in person, post or telex, and shall be deemed to be duly given or made as provided in sub-paragraph (c).	
 		
 	 	 	The facsimile, telex and telephone numbers and contact personnel in the case of UM and Pancon are;	
 	 	 	
UM:	 	 	
 	 	 	
Telephone:	 	32 2 778 8342	
Telex:	 	 	
Facsimile:	 	32 2 778 8913	
Attention;	 	General Counsel	
 	 	 	
Pancon:	 	 	
 	 	 	
Telephone:	 	61 2 256 2000	
Telex:	 	AA 22852	
Facsimile:	 	612 241 1499	
Attention:	 	General Counsel	

11.	 	Any notice demand consent in writing or other communication requiring to be given or made pursuant to this Deed shall be sufficient if, in the case of UM or Pancon, it is signed by an Authorised Officer of UM or Pancon as the case may be.	

 

 -5- 

12.   	(a) 	No failure to exercise and no delay in exercising any right, power or remedy under this Deed by Pancon shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.	
 		
 	(b) 	The rights, powers and remedies provided to Pancon in this Deed are cumulative and not exclusive of any rights, powers or remedies provided by law.	

13.	 	Any provision of this Deed which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability but that shall not invalidate the remaining provisions of this Deed or affect such provision in any other jurisdiction.	
 		
14.	 	To the full extent permitted by law all legislation which at any time directly or indirectly:	

 	 (a)	lessens or otherwise varies or affects in favour of UM any obligation under this Deed; and	
 		
 	 (b)	delays or otherwise prevents or prejudicially affects the exercise by Pancon of any right, power or remedy conferred by this Deed,	
 		
 	 	Is negatived and excluded from this Deed.	

15.	 	This Deed may be executed in any number of counterparts. All such counterparts taken together shall be deemed to constitute the one instrument.	
 		
16.	 	UM acknowledges that:	

 	 (a)	it has not executed this Dead as a result of or by reason of any promise, representation, statement or information of any nature or kind whatsoever given or offered to it by or on behalf of Pancon; and	
 		
 	 (b)	except as provided in this Deed Pancon was not prior to the execution of this Deed by UM and thereafter under any duty to disclose to UM or to do or execute any matter or thing relating to the affairs of Pancon.	

 

 -6- 

17.	 	If any inconsistency arises between this Deed, the Option Agreement, the Principles of Agreement, the Shareholder’s Agreement and the Siguiri Guarantee, the provisions of the Principles of Agreement and the Siguiri Guarantee shall prevail.	
IN WITNESS WHEREOF the parties hereto hereof execute this Deed of the day and year first above written.
 	 	 	
Signed for and on behalf of	 	)	
n.v. UNION MINIERE by its	 	)	
duly authorised officers	 	)	
in the presence of:	 	)	

 
Witness	 	 
 
Director	 	 	

 
Witness	 	 
 
Director	 	 	
 	 	 	 	 	
Signed for and on behalf of	 	 	)	 	
PANCONTINENTAL MINING LIMITED	 	 	)	 	
by its duly authorised officer	 	 	)	 	
in the presence of:	 	 	)	 	

 
Witness	 	 
 
Director	 	 	

 

Annexure “A”
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that PANCONTINENTAL MINING LIMITED (the “Company”) hereby nominates, constitutes and appoints Mr. Alain Godefroid, General Counsel of N.V. UNION MINIERE S.A., (the “Attorney”) as its true and lawful attorney in the name and on behalf of the Company:

A.	 	To authorise the entry into and delivery of the Option Agreement (the “Option Agreement”), to the extent the provisions of such agreement are applicable to the Company, in the form attached hereto as Annexure ‘A’ being identified as “Execution Copy December, 1992” between N.V. UNION MINIERE S.A., a company formed under Belgian law and GOLDEN SHAMROCK MINES LIMITED, a company formed under Victoria, Australian law, with such changes the Attorney will deem appropriate after prior approval from the Company.	
 		
B.	 	To execute and deliver all other agreements, deeds, documents, instruments and assurances and do all acts and things as the Attorney executing and delivering or doing the same shall deem appropriate or as required or contemplated by the Option Agreement to be executed and delivered or done by or on behalf of the Company, subject to prior approval from the Company.	
The Company hereby agrees to ratify and confirm whatsoever the Attorney may do in exercise of the power hereby conferred but subject to the terms of such power and the Company hereby declares that this Power of Attorney shall continue into force until notice of the revocation hereof shall have been received by the Attorney named herein.
The Company hereby further undertakes with GOLDEN SHAMROCK MINES LIMITED and N.V. UNION MINIERE S.A. that in the event that GOLDEN SHAMROCK MINES LIMITED or any permitted assignee exercises the Option (as defined in the Option Agreement) the Company will perform in a proper and timely manner to enable N.V. UNION MINIERE S.A, to perform its obligations under the Option Agreement and in particular the obligations set forth in Clause 5.3 (1) of the Option Agreement.
Notwithstanding any other provision of this Power of Attorney the Attorney shall not act in a manner inconsistent with or in conflict with the Deed of       December, 1992 named the “Pancon/UM Deed” between the Company and N.V. UNION MINIERE S.A.

 

 -2- 
IN WITNESS WHEREOF this Power of Attorney has been duly executed this          day of December, 1992.
 	 	 	 	 	 	 	 	 	
THE COMMON SEAL Of	 	 	)	 	 	 	 	 	
PANCONTINENTAL MINING LIMITED	 	 	)	 	 	 	 	 	
was hereunto affixed in	 	 	)	 	 	 	 	 	
accordance with Its Articles	 	 	)	 	 	 	 	 	
of Association in the	 	 	)	 	 	 	 	 	
presence of:	 	 	)	 	 	 	 	 	
 	 	 	 	 	 	 
Director	 	 	

Secretary/Authorised Signatory