exv4w1



 





Exhibit 4.1




FORM OF 7.25% MANDATORY CONVERTIBLE PREFERRED STOCK



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE
OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE CERTIFICATE OF DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.



Number: R-1




	 	 	 
	7.25% Mandatory Convertible Preferred Stock

	 	[                    ] Shares
	 

	 	CUSIP NO.: 780287207






ROYAL GOLD, INC.




FACE OF SECURITY



This certifies that Cede & Co. is the owner of fully paid and non-assessable shares of the 7.25%
Mandatory Convertible Preferred Stock, par value $0.01 of Royal Gold, Inc. (hereinafter called the
“Corporation”), transferable on the books of the Corporation by the holder hereof in person or by
duly authorized attorney, upon surrender of this Certificate properly endorsed. This certificate
and the shares represented hereby are issued and shall be held subject to all the provisions of the
Restated Certificate of Incorporation of Royal Gold, Inc. and all amendments thereto (copies of
which are on file at the office of the Transfer Agent) to all of which the holder of this
certificate by acceptance hereof assents. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.



IN WITNESS WHEREOF, Royal Gold, Inc. has executed this certificate as of the date set forth below.




	 	 	 	 	 
	 	 	ROYAL GOLD, INC.
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 	 	Name: Bruce C. Kirchhoff
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Dated: November      , 2007






 









 





TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION



This is one of the certificates representing shares of the Mandatory Convertible Preferred Stock
referred to in the within mentioned Certificate of Designations.




	 	 	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY,

as Transfer Agent
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 
	 

	 	Dated:
	 	 
	 

	 	 	 	 





 









 





REVERSE OF SECURITY




ROYAL GOLD, INC.




     The shares of 7.25% Mandatory Convertible Preferred Stock (the “Mandatory Convertible
Preferred Stock”) shall automatically convert on November 15, 2010 into a number of shares of
common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) as provided in the
Certificate of Designations of the Corporation relating to the Mandatory Convertible Preferred
Stock (the “Certificate Of Designations”). The shares of the Mandatory Convertible Preferred Stock
are also convertible into shares of Common Stock upon the Corporation’s exercise of its provisional
conversion right as provided in the Certificate of Designations. The shares of the Mandatory
Convertible Preferred Stock are also convertible at the option of the holder, into shares of Common
Stock at any time prior to November 15, 2010 as provided in the Certificate of Designations. The
preceding description is qualified in its entirety by reference to the Certificate of Designations,
a copy of which shall be furnished by the Corporation to any holder without charge upon request
addressed to the Secretary of the Corporation at its principal office in Denver, Colorado, or to
the Transfer Agent named on the face of this certificate.



     The Corporation shall furnish to any shareholders, upon request, and without charge, a full
statement of the designations, relative rights, preferences and limitations of the shares of each
class and series authorized to be issued so far as the same have been determined and of the
authority of the Board of Directors to divide the shares into classes or series and to determine
and change the relative rights, preferences and limitations of any class or series. Any such
request should be addressed to the Secretary of the Corporation at its principal office in Denver,
Colorado, or to the Transfer Agent named on the face of this certificate.



 









 





ASSIGNMENT



For value received,                      hereby sell, assign and transfer unto



Please Insert Social Security or Other Identifying Number of Assignee



 



 




(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)



 



 



 



shares of the capital stock represented by the within certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.




Dated _______________




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	NOTICE:
	 	The Signature to this Assignment Must Correspond with
the Name As Written Upon the Face of the Certificate in
Every Particular, Without Alteration or Enlargement or Any
Change Whatever.






SIGNATURE GUARANTEED



 




(Signature Must Be Guaranteed by a Member

of a Medallion Signature Program)