exv10w1



 





EXHIBIT
10.1




IRREVOCABLE PROXY




          The undersigned stockholder (the “Stockholder”) of Battle Mountain Exploration Corp.,
a Nevada corporation (the “Company”), hereby irrevocably (to the fullest extent permitted
by law) appoints Tony Jensen, President and Chief Executive Officer of Royal Gold, Inc., a Delaware
corporation (“Acquiror”), Karen Gross, Vice President and Secretary of Acquiror, Bruce
Kirchhoff, Vice President and General Counsel of Acquiror, and each of them (collectively, the
“Proxyholders”), as the sole and exclusive agents, attorneys and proxies of the undersigned
Stockholder, with full power of substitution and resubstitution, to the full extent of the
Stockholder’s rights with respect to the shares of capital stock of the Company that are listed
below, any and all other shares or securities issued or issuable in respect thereof on or after the
date hereof and prior to the date this Irrevocable Proxy terminates, and any other voting or equity
securities of the Company hereafter acquired prior to the date this Irrevocable Proxy terminates
(collectively, the “Shares”), to vote the Shares as follows: each of the Proxyholders is
empowered at any time prior to termination of this Irrevocable Proxy to exercise all voting and
other rights (including, without limitation, the power to execute and deliver written consents with
respect to the Shares) of the undersigned Stockholder at every annual, special or adjourned meeting
of the Company’s stockholders, and in every written consent in lieu of such a meeting, or
otherwise, (i) in favor of approval and adoption of the Amended and Restated Agreement and Plan of
Merger by and among Acquiror, the Company, and Royal Battle Mountain, Inc., a Nevada corporation
and wholly-owned subsidiary of Acquiror (“Merger Sub”), and dated July 30, 2007 (as
amended, the “Merger Agreement”), and the approval of the merger of Merger Sub with and
into the Company (the “Merger”), and (ii) against approval of any proposal made in
opposition to, or in competition with, the consummation of the Merger, including, without
limitation, any action or agreement that would result in a breach in any respect of any covenant,
representation, warranty or any other obligation or agreement of the Company under the Merger
Agreement, or any other matter that could reasonably be expected to impede, delay or materially and
adversely affect the contemplated economic benefits to Acquiror of the Merger or any of the other
transactions contemplated by the Merger Agreement. The Proxyholders may not exercise the proxy
granted by the Stockholder on any matter not expressly covered by this Irrevocable Proxy. The
proxy granted by the Stockholder to the Proxyholders hereby is granted as of the date of this
Irrevocable Proxy, and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement.




          This Irrevocable Proxy will terminate upon the termination of the Merger Agreement in
accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned
Stockholder with respect to the Shares and any and all other shares or securities issued or
issuable in respect of the Shares are hereby revoked and no subsequent proxies will be given with
respect to the Shares until such time as this Irrevocable Proxy shall be terminated in accordance
with its terms. Any obligation of the undersigned Stockholder hereunder shall be binding upon the
successors and assigns of the Stockholder. The Stockholder authorizes the Proxyholders to file
this Irrevocable Proxy and any substitution or revocation of substitution with the Secretary of the
Company and with any Inspector of Elections at any meeting of the stockholders of the Company.




          This Irrevocable Proxy is irrevocable and shall survive the insolvency, incapacity, death or
liquidation of the Stockholder.




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	 	Dated: July      , 2007	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name of Stockholder	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Signature	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title (if applicable)	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Shares of Battle Mountain Gold Exploration Corp. capital stock held
of record or beneficially owned by the Stockholder or over which the
Stockholder exercises voting power:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Battle Mountain Gold Exploration Corp. options held of record or
beneficially owned by the Stockholder or over which the Stockholder
exercises voting power:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Battle Mountain Gold Exploration Corp. warrants or other convertible
securities held of record or beneficially owned by the Stockholder or
over which the Stockholder exercises voting power:
	 
	 	 	 	 	 	 
	 	 	 	 	 





[Signature Page to Irrevocable Proxy]