exv10w2







	 	 	 	 	 



Exhibit 10.2




VOTING AND EXCHANGE TRUST AGREEMENT





     MEMORANDUM OF AGREEMENT made as of the 22nd day of February, 2010, between Royal Gold, Inc., a
corporation existing under the laws of Delaware (hereinafter referred to as “RG”), 7296355 Canada
Ltd., a corporation existing under the laws of Canada (hereinafter referred to as “Canco”), and
Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada
(hereinafter referred to as the “Trustee”).



RECITALS:





	A.	 	In connection with an amended and restated arrangement agreement (as further amended, supplemented and/or restated, the “Arrangement Agreement”) effective as of December 17, 2009 between RG, Canco and IRC, the Exchangeable Shares are to be issued to certain holders of securities of IRC pursuant to the Plan of Arrangement contemplated in the Arrangement Agreement;
	 
	B.	 	Pursuant to the Arrangement Agreement, RG and Canco are required to enter into this agreement.





     In consideration of the foregoing and the mutual agreements contained herein (the receipt and
sufficiency of which are acknowledged), the parties agree as follows:



ARTICLE 1

DEFINITIONS AND INTERPRETATION




1.1 Definitions




     In this agreement, each initially capitalized term used and not otherwise defined herein shall
have the meaning ascribed thereto in the rights, privileges, restrictions and conditions
(collectively, the “Share Provisions”) attaching to the Exchangeable Shares as set out in the
articles of Canco and the following terms shall have the following meanings:




“Authorized Investments” means short term interest-bearing or discount debt obligations
issued or guaranteed by the Government of Canada or any province thereof or a Canadian
chartered bank (which may include an affiliate or related party of the Trustee), maturing
not more than one year from the date of investment, provided that each such obligation is
rated at least RI (middle) by DBRS Inc. or any equivalent rating by Canadian Bond Rating
Service.




“Automatic Exchange Right” means the benefit of the obligation of RG to effect the automatic
exchange of Exchangeable Shares for RG Shares pursuant to Section 5.12.




“Beneficiaries” means the registered holders from time to time of Exchangeable Shares, other
than RG’s affiliates.




“Beneficiary Votes” has the meaning ascribed thereto in Section 4.2.




“Board of Directors” means the Board of Directors of Canco.



 









 






“Exchange Right” has the meaning ascribed thereto in Section 5.1.




“Exchangeable Shares” means the exchangeable shares in the capital of Canco as more
particularly described in Appendix 1 to Schedule B of the Arrangement Agreement.




“including” means “including without limitation” and “includes” means “includes without
limitation”.




“Indemnified Parties” has the meaning ascribed thereto in Section 8.1.




“Insolvency Event” means (i) the institution by Canco of any proceeding to be adjudicated a
bankrupt or insolvent or to be wound up, or the consent of Canco to the institution of
bankruptcy, insolvency or winding-up proceedings against it, or (ii) the filing of a
petition, answer or consent seeking dissolution or winding-up under any bankruptcy,
insolvency or analogous laws, including the Companies Creditors’ Arrangement Act (Canada)
and the Bankruptcy and Insolvency Act (Canada), and the failure by Canco to contest in good
faith any such proceedings commenced in respect of Canco within 30 days of becoming aware
thereof, or the consent by Canco to the filing of any such petition or to the appointment of
a receiver, or (iii) the making by Canco of a general assignment for the benefit of
creditors, or the admission in writing by Canco of its inability to pay its debts generally
as they become due, or (iv) Canco not being permitted, pursuant to solvency requirements of
applicable law, to redeem any Retracted Shares pursuant to Section 10(2) of the Share
Provisions.




“Liquidation Event” has the meaning ascribed thereto in Section 5.12(2).




“Liquidation Event Effective Date” has the meaning ascribed thereto in Section 5.12(3).




“List” has the meaning ascribed thereto in Section 4.6.




“Officer’s Certificate” means, with respect to RG or Canco, as the case may be, a
certificate signed by any officer or director of RG or Canco, as the case may be.




“RG Meeting” has the meaning ascribed thereto in Section 4.2.




“RG Special Voting Share” means the special voting share in the capital of RG which entitles
the holder of record to a number of votes at meetings of holders of RG Shares equal to the
number of Exchangeable Shares outstanding from time to time (excluding Exchangeable Shares
held by RG and affiliates of RG), which share is to be issued to and voted by, the Trustee
as described herein.




“RG Successor” has the meaning ascribed thereto in Section 10.1(a).




“Support Agreement” means that certain support agreement of even date between Canco, Callco
and RG in the form of Schedule I to the Arrangement Agreement, as amended in accordance with
the terms of the Support Agreement.



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“Trust” means the trust created by this agreement.




“Trust Estate” means the RG Special Voting Share, any other securities, the Automatic
Exchange Right, the Exchange Right and any money or other property which may be held by the
Trustee from time to time pursuant to this agreement.




“Trustee” means Computershare Trust Company of Canada and, subject to the provisions of
Article 9, includes any successor trustee.




“Voting Rights” means the voting rights attached to the RG Special Voting Share.



1.2 Interpretation Not Affected by Headings, etc.




     The division of this agreement into Articles, sections and other portions and the insertion of
headings are for convenience of reference only and do not affect the construction or interpretation
of this agreement. Unless otherwise specified, references to an “Article” or “section” refer to the
specified Article or section of this agreement.



1.3 Number, Gender, etc.




     Words importing the singular number only shall include the plural and vice versa. Words
importing any gender shall include all genders.



1.4 Date for any Action




     If any date on which any action is required to be taken under this agreement is not a business
day, such action shall be required to be taken on the next succeeding business day.



ARTICLE 2

PURPOSE OF AGREEMENT




2.1 Establishment of Trust




     The purpose of this agreement is to create the Trust for the benefit of the Beneficiaries as
herein provided. RG, as the settlor of the Trust, hereby appoints the Trustee as trustee of the
Trust. The delivery by RG of $1.00 for the purpose of settling the Trust is hereby acknowledged by
the Trustee. The Trustee shall hold the RG Special Voting Share in order to enable the Trustee to
exercise the Voting Rights and shall hold the Automatic Exchange Right and the Exchange Right in
order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of
the Beneficiaries as provided in this agreement.



ARTICLE 3

RG SPECIAL VOTING SHARE




3.1 Issue and Ownership of the RG Special Voting Share




     Immediately following execution of this agreement, RG shall issue to the Trustee the RG
Special Voting Share (and shall deliver the certificate representing such share to the Trustee) to



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be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use
and benefit of, the Beneficiaries and in accordance with the provisions of this agreement. RG
hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of
$1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the
RG Special Voting Share by RG to the Trustee. During the term of the Trust and subject to the terms
and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership
of the RG Special Voting Share and shall be entitled to exercise all of the rights and powers of an
owner with respect to the RG Special Voting Share provided that the Trustee shall:





	 	(a)	 	hold the RG Special Voting Share and the legal title thereto as trustee solely
for the use and benefit of the Beneficiaries in accordance with the provisions of this
agreement; and
	 
	 	(b)	 	except as specifically authorized by this agreement, have no power or authority
to sell, transfer, vote or otherwise deal in or with the RG Special Voting Share and
the RG Special Voting Share shall not be used or disposed of by the Trustee for any
purpose other than the purposes for which this Trust is created pursuant to this
agreement.





3.2 Legended Share Certificates




     Canco shall cause each certificate representing Exchangeable Shares to bear an appropriate
legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the
exercise of the portion of the Voting Rights in respect of the Exchangeable Shares of the
Beneficiaries.



3.3 Safe Keeping of Certificate




     The certificate representing the RG Special Voting Share shall at all times be held in safe
keeping by the Trustee or its duly authorized agent.



ARTICLE 4

EXERCISE OF VOTING RIGHTS




4.1 Voting Rights




     The Trustee, as the holder of record of the RG Special Voting Share, shall be entitled to all
of the Voting Rights, including the right to vote in person or by proxy attaching to the RG Special
Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come
before the shareholders of RG at an RG Meeting. The Voting Rights shall be and remain vested in and
exercised by the Trustee subject to the terms of this agreement. Subject to Section 6.15:




	 	(a)	 	the Trustee shall exercise the Voting Rights only on the basis of instructions
received pursuant to this Article 4 from Beneficiaries on the record date established
by RG or by applicable law for such RG Meeting or RG Consent who are entitled to
instruct the Trustee as to the voting thereof; and




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	 	(b)	 	to the extent that no instructions are received from a Beneficiary with respect
to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not
exercise or permit the exercise of such Voting Rights.





4.2 Number of Votes




     (1) With respect to all meetings of shareholders of RG at which holders of RG Shares are
entitled to vote (each, an “RG Meeting”) and with respect to all written consents sought from
shareholders of RG, including holders of the RG Shares (each, an “RG Consent”), each Beneficiary
shall be entitled to instruct the Trustee to cast and exercise for each Exchangeable Share owned of
record by a Beneficiary on the record date established by RG or by applicable law for such RG
Meeting or RG Consent, as the case may be (collectively, the “Beneficiary Votes”), in respect of
each matter, question, proposal or proposition to be voted on at such RG Meeting or consented to in
connection with such RG Consent, a pro rata number of Voting Rights determined by reference to the
total number of outstanding Exchangeable Shares not owned by RG and its affiliates on the record
date established by RG or by applicable law for such RG Meeting or RG Consent.



     (2) The aggregate Voting Rights on a poll at an RG Meeting shall consist of a number of votes
equal to one vote per outstanding Exchangeable Share from time to time not owned by RG and its
affiliates on the record date established by RG or by applicable law for such RG Meeting or RG
Consent, and for which the Trustee has received voting instructions from the Beneficiary. Pursuant
to the terms of the Special Voting Share, the Trustee or its proxy is entitled on a vote on a show
of hands to one vote in addition to any votes which may be cast by a Beneficiary (or its nominee)
on a show of hands as proxy for the Trustee. Any Beneficiary who chooses to attend an RG Meeting in
person, and who is entitled to vote in accordance with Section 4.8(2), shall be entitled to one
vote on a show of hands.



4.3 Mailings to Shareholders




     (1) With respect to each RG Meeting, the Trustee shall use its reasonable efforts promptly to
mail or cause to be mailed (or otherwise communicate in the same manner as RG utilizes in
communications to holders of RG Shares subject to applicable regulatory requirements and provided
that such manner of communications is reasonably available to the Trustee) to each of the
Beneficiaries named in the List, such mailing or communication to commence wherever practicable on
the same day as the mailing or notice (or other communication) with respect thereto is commenced by
RG to its shareholders:




	 	(a)	 	a copy of such notice, together with any related materials, including any
circular or information statement or listing particulars, to be provided to
shareholders of RG;
	 
	 	(b)	 	a statement that such Beneficiary is entitled to instruct the Trustee as to the
exercise of the Beneficiary Votes with respect to such RG Meeting or, pursuant to
Section 4.7, to attend such RG Meeting and to exercise personally the Beneficiary Votes
thereat;
	 
	 	(c)	 	a statement as to the manner in which such instructions may be given to the
Trustee, including an express indication that instructions may be given to the Trustee
to give:




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	 	(i)	 	a proxy to such Beneficiary or his, her or its designee to
exercise personally the Beneficiary Votes; or
	 
	 	(ii)	 	a proxy to a designated agent or other representative of RG to
exercise such Beneficiary Votes;






	 	(d)	 	a statement that if no such instructions are received from the Beneficiary, the
Beneficiary Votes to which such Beneficiary is entitled will not be exercised;
	 
	 	(e)	 	a form of direction whereby the Beneficiary may so direct and instruct the
Trustee as contemplated herein; and
	 
	 	(f)	 	a statement of the time and date by which such instructions must be received by
the Trustee in order to be binding upon it, which in the case of an RG Meeting shall
not be earlier than the close of business on the fourth business day prior to such
meeting, and of the method for revoking or amending such instructions.





     (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by RG, and
the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if
reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely
manner. Subject to the foregoing, RG shall ensure that the materials to be provided to the Trustee
are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all
materials to each Beneficiary at the same time as such materials are first sent to holders of RG
Shares. RG agrees not to communicate with holders of RG Shares with respect to the materials
referred to in this Section 4.3 otherwise than by mail unless such method of communication is also
reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the
foregoing, RG may at its option exercise the duties of the Trustee to deliver copies of all
materials to all Beneficiaries as required by this Section 4.3 so long as in each case RG delivers
a certificate to the Trustee stating that RG has undertaken to perform the obligations set forth in
this Section 4.3.



     (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in
respect of any RG Meeting, the number of Exchangeable Shares owned of record by the Beneficiary
shall be determined at the close of business on the record date established by RG or by applicable
law for purposes of determining shareholders entitled to vote at such RG Meeting. RG shall notify
the Trustee of any decision of the board of directors of RG with respect to the calling of any RG
Meeting and shall provide all necessary information and materials to the Trustee in each case
promptly and in any event in sufficient time to enable the Trustee to perform its obligations
contemplated by this Section 4.3.



4.4 Copies of Shareholder Information




     RG shall deliver to the Trustee copies of all proxy materials (including notices of RG
Meetings but excluding proxies to vote RG Shares), information statements, reports (including all
interim and annual financial statements) and other written communications that, in each case, are
to be distributed by RG from time to time to holders of RG Shares in sufficient quantities and in
sufficient time so as to enable the Trustee to send or cause to send those materials to each
Beneficiary at the same time as such materials are first sent to holders of RG Shares. The Trustee
shall mail or otherwise send to each Beneficiary, at the expense of RG, copies of all such



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materials (and all materials specifically directed to the Beneficiaries or to the Trustee for
the benefit of the Beneficiaries by RG) received by the Trustee from RG contemporaneously with the
sending of such materials to holders of RG Shares. The Trustee shall also make available for
inspection by any Beneficiary at the Trustee’s principal office in Calgary all proxy materials,
information statements, reports and other written communications that are:





	 	(a)	 	received by the Trustee as the registered holder of the RG Special Voting Share
and made available by RG generally to the holders of RG Shares; or
	 
	 	(b)	 	specifically directed to the Beneficiaries or to the Trustee for the benefit of
the Beneficiaries by RG.





     Notwithstanding the foregoing, RG at its option may exercise the duties of the Trustee to
deliver copies of all such materials to each Beneficiary as required by this Section 4.4 so long as
in each case RG delivers a certificate to the Trustee stating that RG has undertaken to perform the
obligations set forth in this Section 4.4.



4.5 Other Materials




     As soon as reasonably practicable after receipt by RG or shareholders of RG (if such receipt
is known by RG) of any material sent or given by or on behalf of a third party to holders of RG
Shares generally, including dissident proxy and information circulars (and related information and
material) and take-over bid and securities exchange take-over bid circulars (and related
information and material), provided such material has not been sent to the Beneficiaries by or on
behalf of such third party, RG shall use its reasonable efforts to obtain and deliver to the
Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such
material (unless the same has been provided directly to Beneficiaries by such third party) to each
Beneficiary as soon as possible thereafter. As soon as reasonably practicable after receipt
thereof, the Trustee shall mail or otherwise send to each Beneficiary, at the expense of RG, copies
of all such materials received by the Trustee from RG. The Trustee shall also make available for
inspection by any Beneficiary at the Trustee’s principal office in Calgary copies of all such
materials. Notwithstanding the foregoing, RG at its option may exercise the duties of the Trustee
to deliver copies of all such materials to each Beneficiary as required by this Section 4.5 so long
as in each case RG delivers a certificate to the Trustee stating that RG has undertaken to perform
the obligations set forth in this Section 4.5.



4.6 List of Persons Entitled to Vote




     Canco shall, (a) prior to each annual, general and extraordinary RG Meeting and (b) forthwith
upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a
list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order and
showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at
the close of business on the date specified by the Trustee in such request or, in the case of a
List prepared in connection with an RG Meeting, at the close of business on the record date
established by RG or pursuant to applicable law for determining the holders of RG Shares entitled
to receive notice of and/or to vote at such RG Meeting. Each such List shall be delivered to the
Trustee promptly after receipt by Canco of such request or the record date for such



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meeting and in any event within sufficient time as to permit the Trustee to perform its
obligations under this agreement. RG agrees to give Canco notice (with a copy to the Trustee) of
the calling of any RG Meeting, together with the record date therefor, sufficiently prior to the
date of the calling of such meeting so as to enable Canco to perform its obligations under this
Section 4.6.




4.7 Entitlement to Direct Votes



Subject to Section 4.8 and Section 4.11, any Beneficiary named in a List prepared in connection
with any RG Meeting shall be entitled (a) to instruct the Trustee in the manner described in
Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is
entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the
Trustee, the Beneficiary Votes to which such Beneficiary is entitled.




4.8 Voting by Trustee and Attendance of Trustee Representative at Meeting




     (1) In connection with each RG Meeting, the Trustee shall exercise, either in person or by
proxy, in accordance with the instructions received from a Beneficiary pursuant to Section 4.3, the
Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number
thereof as may be set forth in the instructions) other than any Beneficiary Votes that are the
subject of Section 4.8(2); provided, however, that such written instructions are received by the
Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such
instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.3.



     (2) The Trustee shall cause a representative who is empowered by it to sign and deliver, on
behalf of the Trustee, proxies for Voting Rights to attend each RG Meeting. Upon submission by a
Beneficiary (or its designee) named in the List prepared in connection with the relevant meeting of
identification satisfactory to the Trustee’s representative, and at the Beneficiary’s request, such
representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise
personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to
direct the vote, if such Beneficiary either (i) has not previously given the Trustee instructions
pursuant to Section 4.3 in respect of such meeting or (ii) submits to such representative written
revocation of any such previous instructions. At such meeting, the Beneficiary (or its designee)
exercising such Beneficiary Votes in accordance with such proxy shall have the same rights in
respect of such Beneficiary Votes as the Trustee to speak at the meeting in favour of any matter,
question, proposal or proposition, to vote by way of ballot at the meeting in respect of any
matter, question, proposal or proposition, and to vote at such meeting by way of a show of hands in
respect of any matter, question or proposition.



4.9 Distribution of Written Materials




     Any written materials distributed by the Trustee pursuant to this agreement shall be sent by
mail (or otherwise communicated in the same manner as RG utilizes in communications to holders of
RG Shares subject to applicable regulatory requirements and provided such manner of communications
is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of
Canco. RG agrees not to communicate with holders of RG Shares with respect to such written
materials otherwise than by mail unless such method of communication is also reasonably available
to the Trustee for communication with the Beneficiaries. Canco shall



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provide or cause to be provided to the Trustee for purposes of communication, on a timely
basis and without charge or other expense:





	 	(a)	 	a current List; and
	 
	 	(b)	 	upon the request of the Trustee, mailing labels to enable the Trustee to carry
out its duties under this agreement.





     Canco’s obligations under this Section 4.9 shall be deemed satisfied to the extent RG
exercises its option to perform the duties of the Trustee to deliver copies of materials to each
Beneficiary and Canco provides the required information and materials to RG.



4.10 Termination of Voting Rights




     All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in
respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the
Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be
surrendered by the Beneficiary to RG, as the case may be, and such Beneficiary Votes and the Voting
Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the
Trustee of the certificates representing such Exchangeable Shares in connection with the occurrence
of the automatic exchange of Exchangeable Shares for RG Shares, as specified in Article 5 (unless
RG shall not have delivered the requisite RG Shares issuable in exchange therefor to the Trustee
pending delivery to the Beneficiaries), or (ii) the retraction or redemption of Exchangeable Shares
pursuant to Section 6 or 7 of the Share Provisions, or (iii) the effective date of the liquidation,
dissolution or winding-up of Canco pursuant to Section 5 of the Share Provisions, or (iv) the
purchase of Exchangeable Shares from the holder thereof by Callco pursuant to the exercise by
Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or
upon the purchase of Exchangeable Shares form the holders thereof by RG or Callco pursuant to the
exercise by RG or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement).



4.11 Disclosure of Interest in Exchangeable Shares




     The Trustee and/or Canco shall be entitled to require any Beneficiary or any person who the
Trustee and/or Canco know or have reasonable cause to believe to hold any interest whatsoever in an
Exchangeable Share to confirm that fact or to give such details as to whom has an interest in such
Exchangeable Share as would be required (if the Exchangeable Shares were a class of “voting or
equity securities” of Canco) under section 102.1 of the Securities Act (Ontario), as amended from
time to time, or as would be required under the articles of RG or any laws or regulations, or
pursuant to the rules or regulations of any Agency, if the Exchangeable Shares were RG Shares. If a
Beneficiary does not provide the information required to be provided by such Beneficiary pursuant
to this Section 4.11, the board of directors of RG may take any action permitted under the articles
of RG or any laws or regulations, or pursuant to the rules or regulations of any Agency, with
respect to the Voting Rights relating to the Exchangeable Shares held by such Beneficiary.



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ARTICLE 5

EXCHANGE AND AUTOMATIC EXCHANGE




5.1 Grant of Exchange Right and Automatic Exchange Right




     (1) RG hereby grants to Trustee as trustee for and on behalf of, and for the use and benefit
of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the
continuance of an Insolvency Event, to require RG to purchase from each or any Beneficiary all or
any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Right, all
in accordance with the provisions of this agreement. RG hereby acknowledges receipt from the
Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and
the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by RG to
the Trustee.



     (2) During the term of the Trust and subject to the terms and conditions of this agreement,
the Trustee shall possess and be vested with full legal ownership of the Automatic Exchange Right
and the Exchange Right and shall be entitled to exercise all of the rights and powers of an owner
with respect to the Automatic Exchange Right and the Exchange Right, provided that the Trustee
shall:




	 	(a)	 	hold the Automatic Exchange Right and the Exchange Right and the legal title
thereto as trustee solely for the use and benefit of the Beneficiaries in accordance
with the provisions of this agreement; and
	 
	 	(b)	 	except as specifically authorized by this agreement, have no power or authority
to exercise or otherwise deal in or with the Automatic Exchange Right or the Exchange
Right, and the Trustee shall not exercise any such rights for any purpose other than
the purposes for which the Trust is created pursuant to this agreement.





     (3) The obligations of RG to issue RG Shares pursuant to the Automatic Exchange Right or the
Exchange Right are subject to all applicable laws and regulatory or stock exchange requirements.



5.2 Legended Share Certificates




     Canco shall cause each certificate representing Exchangeable Shares to bear an appropriate
legend notifying the Beneficiaries of:




	 	(a)	 	their right to instruct the Trustee with respect to the exercise of the
Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and
	 
	 	(b)	 	the Automatic Exchange Right.





5.3 General Exercise of Exchange Right




     The Exchange Right shall be and remain vested in and exercisable by Trustee. Subject to
Section 6.15, the Trustee shall exercise the Exchange Right only on the basis of instructions
received pursuant to this Article 5 from Beneficiaries entitled to instruct the Trustee as to the



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exercise thereof. To the extent that no instructions are received from a Beneficiary with
respect to the Exchange Right, the Trustee shall not exercise or permit the exercise of the
Exchange Right.




5.4 Purchase Price




     The purchase price payable by RG for each Exchangeable Share to be purchased by RG under the
Exchange Right shall be an amount per share equal to (i) the Current Market Price of an RG Share on
the day before the exchange, which shall be satisfied in full by RG issuing to the Beneficiary one
RG Share, plus (ii) an additional amount equal to the full amount of all declared and unpaid
dividends on each such Exchangeable Share held by such holder on any dividend record date which
occurred prior to the date of the exchange. In connection with each exercise of the Exchange
Right, RG shall provide to the Trustee an Officer’s Certificate setting forth the calculation of
the purchase price for each Exchangeable Share.



5.5 Exercise Instructions




     Subject to the terms and conditions set forth herein, a Beneficiary shall be entitled upon the
occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise
the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the
name of such Beneficiary on the books of Canco. To cause the exercise of the Exchange Right by the
Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered
mail, at its principal office in Calgary or at such other place as the Trustee may from time to
designate by written notice to the Beneficiaries, the certificates representing the Exchangeable
Shares which such Beneficiary desires RG to purchase, duly endorsed in blank for transfer, and
accompanied by such other documents and instruments as the Trustee, RG and Canco may reasonably
require together with (a) a duly completed form of notice of exercise of the Exchange Right,
contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that
the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require RG to
purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such
Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by RG free and
clear of all liens, claims, security interests and encumbrances, (iii) the names in which the
certificates representing RG Shares issuable in connection with the exercise of the Exchange Right
are to be issued, and (iv) the names and addresses of the persons to whom such new certificates
should be delivered, and (b) payment (or evidence satisfactory to the Trustee, RG and Canco of
payment) of the taxes (if any) payable as contemplated by Section 5.7 of this agreement. If only a
part of the Exchangeable Shares represented by any certificate or certificates delivered to the
Trustee are to be purchased by RG under the Exchange Right, a new certificate for the balance of
such Exchangeable Shares shall be issued to the holder at the expense of Canco.



5.6 Delivery of RG Shares; Effect of Exercise




     Promptly after the receipt by the Trustee of the certificates representing the Exchangeable
Shares which the Beneficiary desires RG to purchase under the Exchange Right, together with such
documents and instruments of transfer and a duly completed form of notice of exercise of the
Exchange Right (and payment of taxes, if any payable as contemplated by Section 5.7 or



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evidence thereof), duly endorsed for transfer to RG, the Trustee shall notify RG and Canco of
its receipt of the same, which notice to RG and Canco shall constitute exercise of the Exchange
Right by the Trustee on behalf of the Beneficiary in respect of such Exchangeable Shares, and RG
shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the
Beneficiary in respect of such Exchangeable Shares (or to such other persons, if any, properly
designated by such Beneficiary) the Exchangeable Share Consideration deliverable in connection with
the exercise of the Exchange Right; provided, however, that no such delivery shall be made unless
and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to
the Trustee, Canco and RG of the payment of) the taxes (if any) payable as contemplated by Section
5.7 of this agreement. Immediately upon the giving of notice by the Trustee to RG and Canco of the
exercise of the Exchange Right, as provided in this Section 5.6, the closing of the transaction of
purchase and sale contemplated by the Exchange Right shall be deemed to have occurred, and the
Beneficiary of such Exchangeable Shares shall be deemed to have transferred to RG all of such
Beneficiary’s right, title and interest in and to such Exchangeable Shares and in the related
interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall
not be entitled to exercise any of the rights of a holder in respect thereof, other than the right
to receive his proportionate part of the total Exchangeable Share Consideration therefor, unless
such Exchangeable Share Consideration is not delivered by RG to the Trustee for delivery to such
Beneficiary (or to such other person, if any, properly designated by such Beneficiary) within three
business days of the date of the giving of such notice by the Trustee, in which case the rights of
the Beneficiary shall remain unaffected until such Exchangeable Share Consideration is delivered by
RG and any cheque included therein is paid. Upon delivery of such Exchangeable Share Consideration
to the Trustee, the Trustee shall promptly deliver such Exchangeable Share Consideration to such
Beneficiary (or to such other person, if any, properly designated by such Beneficiary).
Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary
shall be considered and deemed for all purposes to be the holder of the RG Shares delivered to it
pursuant to the Exchange Right.




5.7 Stamp or Other Transfer Taxes




     Upon any sale of Exchangeable Shares to RG pursuant to the Exchange Right or the Automatic
Exchange Right, the share certificate or certificates representing RG Shares to be delivered in
connection with the payment of the purchase price therefor shall be issued in the name of the
Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may
otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold;
provided, however, that such Beneficiary (a) shall pay (and none of RG, Canco or the Trustee shall
be required to pay) any documentary, stamp, transfer of other taxes that may be payable in respect
of any transfer involved in the issuance or delivery of such shares to a person other than such
Beneficiary or (b) shall have evidenced to the satisfaction of RG that such taxes, if any, have
been paid.



5.8 Notice of Insolvency Event




     As soon as practicable following the occurrence of an Insolvency Event or any event that with
the giving of notice or the passage of time or both would be an Insolvency Event, Canco and RG
shall give written notice thereof to the Trustee. As soon as practicable following the receipt of
notice from Canco and RG of the occurrence of an Insolvency Event, or upon the



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Trustee becoming aware of an Insolvency Event, the Trustee shall mail to each Beneficiary, at
the expense of RG (such funds to be received in advance), a notice of such Insolvency Event in the
form provided by RG, which notice shall contain a brief statement of the rights of the
Beneficiaries with respect to the Exchange Right.




5.9 Failure to Retract




     Upon the occurrence of an event referred to in paragraph (iv) of the definition of Insolvency
Event, Canco hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or
cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to Canco
or to the transfer agent of the Exchangeable Shares (including a copy of the retraction request
delivered pursuant to Section 6(1) of the Share Provisions) in connection with such proposed
redemption of the Retracted Shares.



5.10 Listing of RG Shares




     RG covenants that if any RG Shares to be issued and delivered pursuant to the Automatic
Exchange Right or the Exchange Right require registration or qualification with or approval of or
the filing of any document, including any prospectus or similar document, or the taking of any
proceeding with or the obtaining of any order, ruling or consent from any Agency under any United
States or Canadian federal, provincial or territorial law or regulation or pursuant to the rules
and regulations of any Agency or the fulfillment of any other United States or Canadian legal
requirement before such shares may be issued and delivered by RG to the initial holder thereof or
in order that such shares may be freely traded (other than any restrictions of general application
on transfer by reason of a holder being a “control person” or the equivalent of RG for purposes of
Canadian securities Law or any United States equivalent), RG shall use its commercially reasonable
efforts (which, for greater certainty, shall not require RG to consent to a term or condition of an
approval or consent which RG reasonably determines could have a materially adverse effect on RG or
its subsidiaries) to cause such RG Shares (or such other shares or securities) to be and remain
duly registered, qualified or approved. RG shall use its commercially reasonable efforts (which,
for greater certainty, shall not require RG to consent to a term or condition of an approval or
consent which RG reasonably determines could have a materially adverse effect on RG or its
subsidiaries) to cause all RG Shares (or such other shares or securities) to be delivered pursuant
to the Automatic Exchange Right or the Exchange Right to be listed, quoted or posted for trading on
all stock exchanges and quotation systems on which outstanding RG Shares have been listed by RG and
remain listed and are quoted or posted for trading at such time.



5.11 RG Shares




     RG hereby represents, warrants and covenants that the RG Shares issuable as described herein
will be duly authorized and validly issued as fully paid and shall be free and clear of any lien,
claim or encumbrance.



5.12 Automatic Exchange on Liquidation of RG




     (1) RG shall give the Trustee written notice of each of the following events at the time set
forth below:



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	 	(a)	 	in the event of any determination by the board of directors of RG to institute
voluntary liquidation, dissolution or winding-up proceedings with respect to RG or to
effect any other distribution of assets of RG among its shareholders for the purpose of
winding up its affairs, at least 60 days prior to the proposed effective date of such
liquidation, dissolution, winding-up or other distribution; and
	 
	 	(b)	 	as soon as practicable following the earlier of (A) receipt by RG of notice of,
and (B) RG otherwise becoming aware of any instituted claim, suit, petition or other
proceedings with respect to the involuntary liquidation, dissolution or winding-up of
RG or to effect any other distribution of assets of RG among its shareholders for the
purpose of winding up its affairs, in each case where RG has failed to contest in good
faith any such proceeding commenced in respect of RG within 30 days of becoming aware
thereof.





     (2) As soon as practicable following receipt by the Trustee from RG of notice of any event (a
“Liquidation Event”) contemplated by Section 5.12(1)(a) or Section 5.12(1)(b), the Trustee shall
give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by RG and
shall include a brief description of the automatic exchange of Exchangeable Shares for RG Shares
provided for in Section 5.12(3).



     (3) In order that the Beneficiaries will be able to participate on a pro rata basis with the
holders of RG Shares in the distribution of assets of RG in connection with a Liquidation Event,
immediately prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation
Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for RG
Shares. To effect such automatic exchange, RG shall purchase each Exchangeable Share outstanding
immediately prior to the Liquidation Event Effective Date and held by Beneficiaries, and each
Beneficiary shall sell the Exchangeable Shares held by it at such time, free and clear of any lien,
claim or encumbrance, for a purchase price per share equal to (i) the Current Market Price of an RG
Share on the day prior to the Liquidation Event Effective Date, which shall be satisfied in full by
RG issuing to the Beneficiary one RG Share, plus (ii) an additional amount equal to the full amount
of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any
dividend record date which occurred prior to the date of the exchange. RG shall provide the Trustee
with an Officer’s Certificate in connection with each automatic exchange setting forth the
calculation of the purchase price for each Exchangeable Share. Upon payment by RG of such purchase
price, the relevant Beneficiary shall cease to have any right to be paid by Canco any amount in
respect of declared and unpaid dividends on each Exchangeable Share.



     (4) The closing of the transaction of purchase and sale contemplated by the automatic exchange
of Exchangeable Shares for RG Shares shall be deemed to have occurred immediately prior to the
Liquidation Event Effective Date, and each Beneficiary shall be deemed to have transferred to RG
all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares
free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate and
each such Beneficiary shall cease to be a holder of such Exchangeable Shares and RG shall issue to
the Beneficiary the RG Shares issuable upon the automatic exchange of Exchangeable Shares for RG
Shares and on the applicable payment date shall deliver to the Trustee for delivery to the
Beneficiary a cheque for the balance, if any, of the purchase price for such Exchangeable Shares,
without interest, in each case less any amounts withheld pursuant to Section




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5.13. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares,
the Beneficiary shall become the holder of the RG Shares issued pursuant to the automatic exchange
of such Beneficiary’s Exchangeable Shares for RG Shares and the certificates held by the
Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with RG
pursuant to such automatic exchange shall thereafter be deemed to represent RG Shares issued to the
Beneficiary by RG pursuant to such automatic exchange. Upon the request of a Beneficiary and the
surrender by the Beneficiary of Exchangeable Share certificates deemed to represent RG Shares, duly
endorsed in blank and accompanied by such instruments of transfer as RG may reasonably require, RG
shall deliver or cause to be delivered to the Beneficiary certificates representing the RG Shares
of which the Beneficiary is the holder.




5.13 Withholding Rights




     RG, Canco and the Trustee shall be entitled to deduct and withhold from any dividend,
distribution, price or other consideration otherwise payable under this agreement to any holder of
Exchangeable Shares or RG Shares such amounts as RG, Canco or the Trustee is required to deduct and
withhold with respect to such payment under the Income Tax Act (Canada) or United States tax Laws
or any provision of provincial, state, local or foreign tax Law, in each case as amended or
succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To
the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as
having been paid to the holder of the shares in respect of which such deduction and withholding was
made, provided that such withheld amounts are actually remitted to the appropriate taxing Agency.
To the extent that the amount so required to be deducted or withheld from any payment to a holder
exceeds the cash portion of the consideration otherwise payable to the holder, RG, Canco and the
Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as
is necessary to provide sufficient funds to RG, Canco or the Trustee, as the case may be, to enable
it to comply with such deduction or withholding requirement and RG, Canco or the Trustee shall
notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of
such sale.



ARTICLE 6

CONCERNING THE TRUSTEE




6.1 Powers and Duties of the Trustee




     (1) The rights, powers, duties and authorities of the Trustee under this agreement, in its
capacity as Trustee of the Trust, shall include:




	 	(a)	 	receipt and deposit of the RG Special Voting Share from RG as Trustee for and
on behalf of the Beneficiaries in accordance with the provisions of this agreement;
	 
	 	(b)	 	granting proxies and distributing materials to Beneficiaries as provided in
this agreement;
	 
	 	(c)	 	voting the Beneficiary Votes in accordance with the provisions of this
agreement;




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	 	(d)	 	receiving the grant of the Automatic Exchange Right and the Exchange Right from
RG as Trustee for and on behalf of the Beneficiaries in accordance with the provisions
of this agreement;
	 
	 	(e)	 	enforcing the benefit of the Automatic Exchange Right and the Exchange Right,
in each case in accordance with the provisions of this agreement, and in connection
therewith receiving from Beneficiaries Exchangeable Shares and other requisite
documents and distributing to such Beneficiaries RG Shares and cheques, if any, to
which such Beneficiaries are entitled pursuant to the Automatic Exchange Right or the
Exchange Right, as the case may be;
	 
	 	(f)	 	holding title to the Trust Estate;
	 
	 	(g)	 	investing any moneys forming, from time to time, a part of the Trust Estate as
provided in this agreement;
	 
	 	(h)	 	taking action at the direction of a Beneficiary or Beneficiaries to enforce the
obligations of RG and Canco under this agreement; and
	 
	 	(i)	 	taking such other actions and doing such other things as are specifically
provided in this agreement to be carried out by the Trustee whether alone, jointly or
in the alternative.





     (2) In the exercise of such rights, powers, duties and authorities the Trustee shall have (and
is granted) such incidental and additional rights, powers, duties and authority not in conflict
with any of the provisions of this agreement as the Trustee, acting in good faith and in the
reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the
purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by
the Trustee shall be final, conclusive and binding upon all persons.



     (3) The Trustee in exercising its rights, powers, duties and authorities hereunder shall act
honestly and in good faith and with a view to the best interests of the Beneficiaries and shall
exercise the care, diligence and skill that a reasonably prudent trustee would exercise in
comparable circumstances.



     (4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding
by virtue of the powers conferred on it hereby unless and until it shall be specifically required
to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do,
or to take any act, action or proceeding as a result of any default or breach of any provision
hereunder, unless and until notified in writing of such default or breach, which notices shall
distinctly specify the default or breach desired to be brought to the attention of the Trustee, and
in the absence of such notice the Trustee may for all purposes of this agreement conclusively
assume that no default or breach has been made in the observance or performance of any of the
representations, warranties, covenants, agreements or conditions contained herein.



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6.2 No Conflict of Interest




     The Trustee represents to RG and Canco that at the date of execution and delivery of this
agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary
hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days
after it becomes aware that such material conflict of interest exists, either eliminate such
material conflict of interest or resign in the manner and with the effect specified in Article 9.
If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material
conflict of interest, the validity and enforceability of this agreement shall not be affected in
any manner whatsoever by reason only of the existence of such material conflict of interest. If the
Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to
the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as Trustee
hereunder.



6.3 Dealings with Transfer Agents, Registrars, etc.




     (1) Each of RG and Canco irrevocably authorizes the Trustee, from time to time, to:




	 	(a)	 	consult, communicate and otherwise deal with the respective registrars and
transfer agents, and with any such subsequent registrar or transfer agent, of the
Exchangeable Shares and RG Shares; and
	 
	 	(b)	 	requisition, from time to time, (i) from any such registrar or transfer agent
any information readily available from the records maintained by it which the Trustee
may reasonably require for the discharge of its duties and responsibilities under this
agreement and (ii) from the transfer agent of RG Shares, and any subsequent transfer
agent of such shares, the share certificates issuable upon the exercise from time to
time of the Automatic Exchange Right and pursuant to the Exchange Right.





     (2) RG and Canco shall irrevocably authorize their respective registrars and transfer agents
to comply with all such requests. RG covenants that it shall supply its transfer agent with duly
executed share certificates for the purpose of completing the exercise from time to time of the
Automatic Exchange Right and the Exchange Right, in each case pursuant to Article 5.



6.4 Books and Records




     The Trustee shall keep available for inspection by RG and Canco at the Trustee’s principal
office in Calgary correct and complete books and records of account relating to the Trust created
by this agreement, including all relevant data relating to mailings and instructions to and from
Beneficiaries and all transactions pursuant to the Automatic Exchange Right and the Exchange Right.
On or before January 15, 2011, and on or before January 15th in every year thereafter, so long as
the RG Special Voting Share is registered in the name of the Trustee, the Trustee shall transmit to
RG and Canco a brief report, dated as of the preceding December 31st, with respect to:




	 	(a)	 	the property and funds comprising the Trust Estate as of that date;




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	 	(b)	 	the number of exercises of the Automatic Exchange Right, if any, and the
aggregate number of Exchangeable Shares received by the Trustee on behalf of
Beneficiaries in consideration of the issuance by RG of RG Shares in connection with
the Automatic Exchange Right, during the calendar year ended on such December 31st; and
	 
	 	(c)	 	any action taken by the Trustee in the performance of its duties under this
agreement which it had not previously reported.





6.5 Income Tax Returns and Reports




     The Trustee shall, to the extent necessary, prepare and file, or cause to be prepared and
filed, on behalf of the Trust appropriate Canadian income tax returns and any other returns or
reports as may be required by applicable law or pursuant to the rules and regulations of any other
Agency, including any securities exchange or other trading system through which the Exchangeable
Shares are traded. In connection therewith, the Trustee may obtain the advice and assistance of
such experts or advisors as the Trustee considers necessary or advisable (who may be experts or
advisors to RG or Canco). If requested by the Trustee, RG or Canco shall retain qualified experts
or advisors for the purpose of providing such tax advice or assistance.



6.6 Indemnification Prior to Certain Actions by Trustee




     (1) The Trustee shall exercise any or all of the rights, duties, powers or authorities vested
in it by this agreement at the request, order or direction of any Beneficiary upon such Beneficiary
furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and
liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary
shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection
with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect
to the RG Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to
the Automatic Exchange Right and the Exchange Right pursuant to Article 5.



     (2) None of the provisions contained in this agreement shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the exercise of any of its rights,
powers, duties, or authorities unless funded, given security and indemnified as aforesaid.



6.7 Action of Beneficiaries




     No Beneficiary shall have the right to institute any action, suit or proceeding or to exercise
any other remedy authorized by this agreement for the purpose of enforcing any of its rights or for
the execution of any trust or power hereunder unless the Beneficiary has requested the Trustee to
take or institute such action, suit or proceeding and furnished the Trustee with the funding,
security or indemnity referred to in Section 6.6 and the Trustee shall have failed to act within a
reasonable time thereafter. In such case, but not otherwise, the Beneficiary shall be entitled to
take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it
being understood and intended that no one or more Beneficiaries shall have any right in any manner
whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to
enforce any right hereunder or the Voting Rights, the Automatic Exchange Right or the Exchange
Right except subject to the conditions and in the manner herein provided, and that all powers and
trusts hereunder shall be exercised and all proceedings at law shall be instituted,



18









 




had and maintained by the Trustee, except only as herein provided, and in any event for the
equal benefit of all Beneficiaries.




6.8 Reliance Upon Declarations




     The Trustee shall not be considered to be in contravention of any of its rights, powers,
duties and authorities hereunder if, when required, it acts and relies in good faith upon statutory
declarations, certificates, opinions or reports furnished pursuant to the provisions hereof or
required by the Trustee to be furnished to it in the exercise of its rights, powers, duties and
authorities hereunder if such statutory declarations, certificates, opinions or reports comply with
the provisions of Section 6.9, if applicable, and with any other applicable provisions of this
agreement.



6.9 Evidence and Authority to Trustee




     (1) RG and/or Canco shall furnish to the Trustee evidence of compliance with the conditions
provided for in this agreement relating to any action or step required or permitted to be taken by
RG and/or Canco or the Trustee under this agreement or as a result of any obligation imposed under
this agreement, including in respect of the Voting Rights or the Automatic Exchange Right or the
Exchange Right and the taking of any other action to be taken by the Trustee at the request of or
on the application of RG and/or Canco promptly if and when:




	 	(a)	 	such evidence is required by any other section of this agreement to be
furnished to the Trustee in accordance with the terms of this Section 6.9; or
	 
	 	(b)	 	the Trustee, in the exercise of its rights, powers, duties and authorities
under this agreement, gives RG and/or Canco written notice requiring it to furnish such
evidence in relation to any particular action or obligation specified in such notice.





     (2) Such evidence shall consist of an Officer’s Certificate of RG and/or Canco or a statutory
declaration or a certificate made by persons entitled to sign an Officer’s Certificate stating that
any such condition has been complied with in accordance with the terms of this agreement.



     (3) Whenever such evidence relates to a matter other than the Voting Rights or the Automatic
Exchange Right or the Exchange Right or the taking of any other action to be taken by the Trustee
at the request or on the application of RG and/or Canco, and except as otherwise specifically
provided herein, such evidence may consist of a report or opinion of any solicitor, attorney,
auditor, accountant, appraiser, valuer or other expert or any other person whose qualifications
give authority to a statement made by him, provided that if such report or opinion is furnished by
a director, officer or employee of RG and/or Canco it shall be in the form of an Officer’s
Certificate or a statutory declaration.



     (4) Each statutory declaration, Officer’s Certificate, opinion or report furnished to the
Trustee as evidence of compliance with a condition provided for in this agreement shall include a
statement by the person giving the evidence:




	 	(a)	 	declaring that he has read and understands the provisions of this agreement
relating to the condition in question;




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	 	(b)	 	describing the nature and scope of the examination or investigation upon which
he based the statutory declaration, certificate, statement or opinion; and
	 
	 	(c)	 	declaring that he has made such examination or investigation as he believes is
necessary to enable him to make the statements or give the opinions contained or
expressed therein.





6.10 Experts, Advisers and Agents




     The Trustee may:




	 	(a)	 	in relation to these presents act and rely on the opinion or advice of or
information obtained from any solicitor, attorney, auditor, accountant, appraiser,
valuer or other expert, whether retained by the Trustee or by RG and/or Canco or
otherwise, and may retain or employ such assistants as may be necessary to the proper
discharge of its powers and duties and determination of its rights hereunder and may
pay proper and reasonable compensation for all such legal and other advice or
assistance as aforesaid;
	 
	 	(b)	 	employ such agents and other assistants as it may reasonably require for the
proper determination and discharge of its powers and duties hereunder; and
	 
	 	(c)	 	pay reasonable remuneration for all services performed for it (and shall be
entitled to receive reasonable remuneration for all services performed by it) in the
discharge of the trusts hereof and compensation for all reasonable disbursements, costs
and expenses made or incurred by it in the discharge of its duties hereunder and in the
management of the Trust.





6.11 Investment of Moneys Held by Trustee




     Unless otherwise provided in this agreement, any moneys held by or on behalf of the Trustee
which under the terms of this agreement may or ought to be invested or which may be on deposit with
the Trustee or which may be in the hands of the Trustee shall, upon the receipt by the Trustee of
the written direction of Canco, be invested or reinvested in the name or under the control of the
Trustee in securities in which, under the laws of the Province of Ontario, trustees are authorized
to invest trust moneys, provided that such securities are stated to mature within two years after
their purchase by the Trustee, or in Authorized Investments. Any direction of Canco to the Trustee
as to investment or reinvestment of funds shall be in writing and shall be provided to the Trustee
no later than 9:00 a.m. (local time) or if received on a non-business day, shall be deemed to have
been given prior to 9:00 a.m. (local time) on the immediately following business day. If no such
direction is received, the Trustee shall not have any obligation to invest the monies and pending
receipt of such a direction all interest or other income and such moneys may be deposited in the
name of the Trustee in any chartered bank in Canada or, with the consent of Canco, in the deposit
department of the Trustee or any other specified loan or trust company authorized to accept
deposits under the laws of Canada or any province thereof at the rate of interest then current on
similar deposits. The Trustee shall not be held liable for any losses incurred in the investment of
any funds as herein provided.



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6.12 Trustee Not Required to Give Security




     The Trustee shall not be required to give any bond or security in respect of the execution of
the trusts, rights, duties, powers and authorities of this agreement or otherwise in respect of the
premises.



6.13 Trustee Not Bound to Act on Request




     Except as in this agreement otherwise specifically provided, the Trustee shall not be bound to
act in accordance with any direction or request of RG and/or Canco or of the directors thereof
until a duly authenticated copy of the instrument or resolution containing such direction or
request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon
any such copy purporting to be authenticated and believed by the Trustee to be genuine.



6.14 Authority to Carry on Business




     The Trustee represents to RG and Canco that at the date of execution and delivery by it of
this agreement it is authorized to carry on the business of a trust company in each of the
provinces of Canada but if, notwithstanding the provisions of this Section 6.14, it ceases to be so
authorized to carry on business, the validity and enforceability of this agreement and the Voting
Rights, the Automatic Exchange Right and the Exchange Right shall not be affected in any manner
whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be
authorized to carry on the business of a trust company in any province of Canada, either become so
authorized or resign in the manner and with the effect specified in Article 9.



6.15 Conflicting Claims




     (1) If conflicting claims or demands are made or asserted with respect to any interest of any
Beneficiary in any Exchangeable Shares, including any disagreement between the heirs,
representatives, successors or assigns succeeding to all or any part of the interest of any
Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands being made in
connection with such interest, then the Trustee shall be entitled, in its sole discretion, to
refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may
elect not to exercise any Voting Rights, Automatic Exchange Right or Exchange Right subject to such
conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any
person on account of such election or its failure or refusal to comply with any such conflicting
claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse
to act until:




	 	(a)	 	the rights of all adverse claimants with respect to the Voting Rights,
Automatic Exchange Right or Exchange Right subject to such conflicting claims or
demands have been adjudicated by a final judgement of a court of competent
jurisdiction; or
	 
	 	(b)	 	all differences with respect to the Voting Rights, Automatic Exchange Right or
Exchange Right subject to such conflicting claims or demands have been conclusively
settled by a valid written agreement binding on all such adverse claimants, and the
Trustee shall have been furnished with an executed copy of such agreement certified to
be in full force and effect.




21









 











     (2) If the Trustee elects to recognize any claim or comply with any demand made by any such
adverse claimant, it may in its discretion require such claimant to furnish such surety bond or
other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as
between all conflicting claims or demands.



6.16 Acceptance of Trust



The Trustee hereby accepts the Trust created and provided for, by and in this agreement and agrees
to perform the same upon the terms and conditions herein set forth and to hold all rights,
privileges and benefits conferred hereby and by law in trust for the various persons who shall from
time to time be Beneficiaries, subject to all the terms and conditions herein set forth.




6.17 Third Party Interests




     Each party to this agreement hereby represents to the Trustee that any account to be opened
by, or interest to be held by the Trustee in connection with this agreement, for or to the credit
of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is
intended to be used by or on behalf of a third party, in which case such party hereto agrees to
complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars
of such third party.



6.18 Privacy




     The parties acknowledge that Canadian federal and/or provincial legislation that addresses the
protection of individuals’ personal information (collectively, “Privacy Laws”) applies to
obligations and activities under this agreement. Despite any other provision of this agreement, no
party shall take or direct any action that would contravene, or cause the others to contravene,
applicable Privacy Laws. The parties shall, prior to transferring or causing to be transferred
personal information to the Trustee, obtain and retain required consents of the relevant
individuals to the collection, use and disclosure of their personal information, or shall have
determined that such consents either have previously been given upon which the parties can rely or
are not required under the Privacy Laws. Specifically, the Trustee agrees: (a) to have a
designated chief privacy officer; (b) to maintain policies and procedures to protect personal
information and to receive and respond to any privacy complaint or inquiry; (c) to use personal
information solely for the purposes of providing its services under or ancillary to this agreement
and not to use it for any purpose except with the consent of or direction from the other parties or
the individual involved; (d) not to sell or otherwise improperly disclose personal information to
any third part; and (e) to employ administrative, physical and technological safeguards to
reasonably secure and protect personal information against loss, theft, or unauthorized access, use
or modification.



ARTICLE 7

COMPENSATION




7.1 Fees and Expenses of the Trustee




     Canco agrees to pay the Trustee reasonable compensation for all of the services rendered by it
under this agreement and shall reimburse the Trustee for all reasonable expenses (including,



22









 




but not limited to, taxes other than taxes based on the net income or capital of the Trustee,
fees paid to legal counsel and other experts and advisors and travel expenses) and disbursements,
including the cost and expense of any suit or litigation of any character and any proceedings
before any governmental Agency, reasonably incurred by the Trustee in connection with its duties
under this agreement; provided that Canco shall have no obligation to reimburse the Trustee for any
expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation or
any such proceedings in which the Trustee is determined to have acted in bad faith or with fraud,
gross negligence or wilful misconduct.




ARTICLE 8

INDEMNIFICATION AND LIMITATION OF LIABILITY




8.1 Indemnification of the Trustee




     (1) RG and Canco jointly and severally agree to indemnify and hold harmless the Trustee and
each of its directors, officers, employees and agents appointed and acting in accordance with this
agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable
costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s
legal counsel) which, without fraud, gross negligence, wilful misconduct or bad faith on the part
of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or
as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its
duties set forth in this agreement, or any written or oral instruction delivered to the Trustee by
RG or Canco pursuant hereto.



     (2) In no case shall RG or Canco be liable under this indemnity for any claim against any of
the Indemnified Parties unless RG and Canco shall be notified by the Trustee of the written
assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any
of the Indemnified Parties shall have received any such written assertion of a claim or shall have
been served with a summons or other first legal process giving information as to the nature and
basis of the claim. Subject to (ii) below, RG and Canco shall be entitled to participate at their
own expense in the defence and, if RG and Canco so elect at any time after receipt of such notice,
either of them may assume the defence of any suit brought to enforce any such claim. The Trustee
shall have the right to employ separate counsel in any such suit and participate in the defence
thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless:
(i) the employment of such counsel has been authorized by RG or Canco; or (ii) the named parties to
any such suit include both the Trustee and RG or Canco and the Trustee shall have been advised by
counsel acceptable to RG or Canco that there may be one or more legal defences available to the
Trustee that are different from or in addition to those available to RG or Canco and that, in the
judgement of such counsel, would present a conflict of interest were a joint representation to be
undertaken (in which case RG and Canco shall not have the right to assume the defence of such suit
on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for
the Trustee). This indemnity shall survive the termination of the Trust and the resignation or
removal of the Trustee.



8.2 Limitation of Liability



The Trustee shall not be held liable for any loss which may occur by reason of depreciation of the
value of any part of the Trust Estate or any loss incurred on any investment of funds pursuant





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to this agreement, except to the extent that such loss is attributable to the fraud, gross
negligence, wilful misconduct or bad faith on the part of the Trustee.




ARTICLE 9

CHANGE OF TRUSTEE




9.1 Resignation




     The Trustee, or any trustee hereafter appointed, may at any time resign by giving written
notice of such resignation to RG and Canco specifying the date on which it desires to resign,
provided that such notice shall not be given less than thirty (30) days before such desired
resignation date unless RG and Canco otherwise agree and provided further that such resignation
shall not take effect until the date of the appointment of a successor trustee and the acceptance
of such appointment by the successor trustee. Upon receiving such notice of resignation, RG and
Canco shall promptly appoint a successor trustee, which shall be a corporation organized and
existing under the laws of Canada and authorized to carry on the business of a trust company in all
provinces of Canada, by written instrument in duplicate, one copy of which shall be delivered to
the resigning trustee and one copy to the successor trustee. Failing the appointment and acceptance
of a successor trustee, a successor trustee may be appointed by order of a court of competent
jurisdiction upon application of one or more of the parties to this agreement. If the retiring
trustee is the party initiating an application for the appointment of a successor trustee by order
of a court of competent jurisdiction, RG and Canco shall be jointly and severally liable to
reimburse the retiring trustee for its legal costs and expenses in connection with same.



9.2 Removal




     The Trustee, or any trustee hereafter appointed, may (provided a successor trustee is
appointed) be removed at any time on not less than 30 days’ prior notice by written instrument
executed by RG and Canco, in duplicate, one copy of which shall be delivered to the trustee so
removed and one copy to the successor trustee.



9.3 Successor Trustee




     Any successor trustee appointed as provided under this agreement shall execute, acknowledge
and deliver to RG and Canco and to its predecessor trustee an instrument accepting such
appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective
and such successor trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor under this agreement, with the
like effect as if originally named as trustee in this agreement. However, on the written request of
RG and Canco or of the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due to it pursuant to the provisions of this agreement, execute and deliver an
instrument transferring to such successor trustee all the rights and powers of the trustee so
ceasing to act. Upon the request of any such successor trustee, RG, Canco and such predecessor
trustee shall execute any and all instruments in writing for more fully and certainly vesting in
and confirming to such successor trustee all such rights and powers.



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9.4 Notice of Successor Trustee




     Upon acceptance of appointment by a successor trustee as provided herein, RG and Canco shall
cause to be mailed notice of the succession of such trustee hereunder to each Beneficiary specified
in a List. If RG or Canco shall fail to cause such notice to be mailed within 10 days after
acceptance of appointment by the successor trustee, the successor trustee shall cause such notice
to be mailed at the expense of RG and Canco.



ARTICLE 10

RG SUCCESSORS





	10.1	 	Certain Requirements in Respect of Combination, etc.





     So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG shall
not consummate any transaction (whether by way of reconstruction, reorganization, consolidation,
arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially
all of its undertaking, property and assets would become the property of any other person or, in
the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so
if:




	 	(a)	 	such other person or continuing corporation (the “RG Successor”), by operation
of law, becomes, without more, bound by the terms and provisions of this agreement or,
if not so bound, executes, prior to or contemporaneously with the consummation of such
transaction, a trust agreement supplemental hereto and such other instruments (if any)
as are necessary or advisable to evidence the assumption by the RG Successor of
liability for all moneys payable and property deliverable hereunder and the covenant of
such RG Successor to pay and deliver or cause to be delivered the same and its
agreement to observe and perform all the covenants and obligations of RG under this
agreement: and
	 
	 	(b)	 	such transaction shall be upon such terms and conditions as substantially to
preserve and not to impair in any material respect any of the rights, duties, powers
and authorities of the Trustee or of the Beneficiaries hereunder.





10.2 Vesting of Powers in Successor




     Whenever the conditions of Section 10.1 have been duly observed and performed, the Trustee, RG
Successor and Canco shall, if required by Section 10.1, execute and deliver the supplemental trust
agreement provided for in Article 11 and thereupon RG Successor and such other person that may then
be the issuer of the RG Shares shall possess and from time to time may exercise each and every
right and power of RG under this agreement in the name of RG or otherwise and any act or proceeding
by any provision of this agreement required to be done or performed by the board of directors of RG
or any officers of RG may be done and performed with like force and effect by the directors or
officers of such RG Successor.



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10.3 Wholly-Owned Subsidiaries




     Nothing herein shall be construed as preventing (i) the amalgamation or merger of any
wholly-owned direct or indirect subsidiary of RG with or into RG, (ii) the winding-up, liquidation
or dissolution of any wholly-owned direct or indirect subsidiary of RG (other than Canco or
Callco), provided that all of the assets of such subsidiary are transferred to RG or another
wholly-owned direct or indirect subsidiary of RG, or (iii) any other distribution of the assets of
any wholly-owned direct or indirect subsidiary of RG (other than Canco or Callco) among the
shareholders of such subsidiary for the purpose of winding up its affairs, and any such
transactions are expressly permitted by this Article 10.



10.4 Successor Transactions




     Notwithstanding the foregoing provisions of this Article 10, in the event of an RG Control
Transaction:




	 	(a)	 	in which RG merges or amalgamates with, or in which all or substantially all of
the then outstanding RG Shares are acquired by, one or more other corporations to which
RG is, immediately before such merger, amalgamation or acquisition, “related” within
the meaning of the ITA (otherwise than by virtue of a right referred to in paragraph
251(5)(b) thereof);
	 
	 	(b)	 	which does not result in an acceleration of the Redemption Date in accordance
with paragraph (b) of that definition; and
	 
	 	(c)	 	in which all or substantially all of the then outstanding RG Shares are
converted into or exchanged for shares or rights to receive such shares (the “Other
Shares”) of another corporation (the “Other Corporation”) that, immediately after such
RG Control Transaction, owns or controls, directly or indirectly, RG,






	 	 	 	then, (i) all references herein to “RG” shall thereafter be and be deemed to be references
to “Other Corporation” and all references herein to “RG Shares” shall thereafter be and be
deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are
required to result in a holder of Exchangeable Shares on the exchange, redemption or
retraction of such shares pursuant to the Share Provisions or Article 5 of the Plan of
Arrangement or exchange of such shares pursuant to this agreement immediately subsequent to
the RG Control Transaction being entitled to receive that number of Other Shares equal to
the number of Other Shares such holder of Exchangeable Shares would have received if the
exchange, redemption or retraction of such shares pursuant to he Share Provisions or Article
5 of the Plan of Arrangement, or exchange of such shares pursuant to this agreement had
occurred immediately prior to the RG Control Transaction and the RG Control Transaction was
completed) without any need to amend the terms and conditions f this agreement and without
any further action required; and (ii) RG shall cause the Other Corporation to deposit one or
more voting securities of such Other Corporation to allow Beneficiaries to exercise voting
rights in respect of the Other Corporation substantially similar to those provided for in
this agreement.




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ARTICLE 11

AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS




11.1 Amendments, Modifications, etc.




     Subject to Section 11.2, Section 11.4 and Section 13.1, this agreement may not be amended or
modified except by an agreement in writing executed by RG, Canco and the Trustee and approved by
the Beneficiaries in accordance with Section 11(2) of the Share Provisions.



11.2 Ministerial Amendments




     Notwithstanding the provisions of Section 11.1, the parties to this agreement may in writing,
at any time and from time to time, without the approval of the Beneficiaries, amend or modify this
agreement for the purposes of:




	 	(a)	 	adding to the covenants of any or all parties hereto for the protection of the
Beneficiaries hereunder provided that the board of directors of each of Canco and RG
shall be of the good faith opinion and the Trustee, acting on the advice of counsel,
shall be of the opinion that such additions will not be prejudicial to the rights or
interests of the Beneficiaries;
	 
	 	(b)	 	making such amendments or modifications not inconsistent with this agreement as
may be necessary or desirable with respect to matters or questions which, in the good
faith opinion of the board of directors of each of RG and Canco and in the opinion of
the Trustee, having in mind the best interests of the Beneficiaries, it may be
expedient to make, provided that such boards of directors and the Trustee, acting on
the advice of counsel, shall be of the opinion that such amendments and modifications
will not be prejudicial to the interests of the Beneficiaries; or
	 
	 	(c)	 	making such changes or corrections which, on the advice of counsel to RG, Canco
and the Trustee, are required for the purpose of curing or correcting any ambiguity or
defect or inconsistent provision or clerical omission or mistake or manifest error.





11.3 Meeting to Consider Amendments




     Canco, at the request of RG, shall call a meeting or meetings of the Beneficiaries for the
purpose of considering any proposed amendment or modification requiring approval pursuant hereto.
Any such meeting or meetings shall be called and held in accordance with the by-laws of Canco, the
Share Provisions and all applicable laws.



11.4 Changes in Capital of RG and Canco




     At all times after the occurrence of any event contemplated pursuant to Section 2.7 or 2.8 of
the Support Agreement or otherwise, as a result of which either RG Shares or the Exchangeable
Shares or both are in any way changed, this agreement shall forthwith be amended and modified as
necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new
securities into which RG Shares or the Exchangeable Shares or both are so changed




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and the parties hereto shall execute and deliver a supplemental trust agreement giving effect to and
evidencing such necessary amendments and modifications.




11.5 Execution of Supplemental Trust Agreements




     From time to time Canco (when authorized by a resolution of its Board of Directors), RG (when
authorized by a resolution of its board of directors) and the Trustee may, subject to the
provisions of these presents, and they shall, when so directed by these presents, execute and
deliver by their proper officers, trust agreements or other instruments supplemental hereto, which
thereafter shall form part hereof, for any one or more of the following purposes:




	 	(a)	 	evidencing the succession of RG Successors and the covenants of and obligations
assumed by each such RG Successor in accordance with the provisions of Article 9 and
the successors of the Trustee or any successor trustee in accordance with the
provisions of Article 9;
	 
	 	(b)	 	making any additions to, deletions from or alterations of the provisions of
this agreement or the Voting Rights, the Automatic Exchange Right or the Exchange Right
which, in the opinion of the Trustee, will not be prejudicial to the interests of the
Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable
in order to incorporate, reflect or comply with any legislation the provisions of which
apply to RG, Canco, the Trustee or this agreement; and
	 
	 	(c)	 	for any other purposes not inconsistent with the provisions of this agreement,
including to make or evidence any amendment or modification to this agreement as
contemplated hereby; provided that, in the opinion of the Trustee, the rights of the
Trustee and Beneficiaries will not be prejudiced thereby.





ARTICLE 12

TERMINATION




12.1 Term




     The Trust created by this agreement shall continue until the earliest to occur of the
following events:




	 	(a)	 	no outstanding Exchangeable Shares are held by a Beneficiary; and
	 
	 	(b)	 	each of RG and Canco elects in writing to terminate the Trust and such
termination is approved by the Beneficiaries in accordance with Section 12(2) of the
Share Provisions.





12.2 Survival of Agreement




     This agreement shall survive any termination of the Trust and shall continue until there are
no Exchangeable Shares outstanding held by a Beneficiary; provided, however, that the provisions of
Article 7 and Article 8 shall survive any such termination of this agreement.





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ARTICLE 13

GENERAL




13.1 Severability




     If any term or other provision of this agreement is invalid, illegal or incapable of being
enforced by any rule or law, or public policy, all other conditions and provisions of this
agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any party. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest
extent possible.



13.2 Enurement




     This agreement shall be binding upon and enure to the benefit of the parties hereto and their
respective successors and assigns and, subject to the terms hereof, to the benefit of the
Beneficiaries.



13.3 Notices to Parties




     Any notice and other communications required or permitted to be given pursuant to this
agreement shall be sufficiently given if delivered in person or if sent by facsimile transmission
(provided such transmission is recorded as being transmitted successfully) to the parties at the
following addresses:



          (i) In the case of RG or Canco to the following address:



Royal Gold, Inc.

Attn: Mr. Bruce Kirchhoff, Vice President and General Counsel

1660 Wynkoop Street

Suite 1000

Denver, Colorado 80102-1132



Tel: (303) 573-1660

Fax: (303) 573-9385



With a copy to (which shall not constitute notice):



McCarthy Tétrault LLP

Attn: Mr. Graham Gow

66 Wellington Street West

Suite 5300

Toronto-Dominion Bank Tower

Toronto, Ontario M5K 1E6






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Tel: (416) 362-1812

Fax: (416) 868-0673



and:



Hogan & Hartson LLP

Attn: Mr. Paul Hilton

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202



Tel: (303) 899-7300

Fax: (303) 899-7333




(ii)  In the case of Trustee to:



Computershare Trust Company of Canada

Suite 600, 530 8th Ave. SW

Calgary, Alberta T2P 3S8

Attention: Manager, Corporate Trust




     (ii)        Tel: (403) 267-6800
     Fax: (403) 267-6598



or at such other address as the party to which such notice or other communication is to be given
has last notified the party given the same in the manner provided in this section, and if not given
the same shall be deemed to have been received on the date of such delivery or sending.




13.4 Notice to Beneficiaries




     Any and all notices to be given and any documents to be sent to any Beneficiaries may be given
or sent to the address of such Beneficiary shown on the register of holders of Exchangeable Shares
in any manner permitted by the by-laws of Canco from time to time in force in respect of notices to
shareholders and shall be deemed to be received (if given or sent in such manner) at the time
specified in such by-laws, the provisions of which by-laws shall apply mutatis mutandis to notices
or documents as aforesaid sent to such Beneficiaries.



13.5 Counterparts




     This agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.



13.6 Jurisdiction




     This agreement shall be construed and enforced in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.






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13.7 Attornment




     Each of the Trustee, RG and Canco agrees that any action or proceeding arising out of or
relating to this agreement may be instituted in the courts of Ontario, waives any objection which
it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to
the non-exclusive jurisdiction of the said courts in any such action or proceeding, agrees to be
bound by any judgement of the said courts and not to seek, and hereby waives, any review of the
merits of any such judgement by the courts of any other jurisdiction, and RG hereby appoints Canco
at its registered office in the Province of Ontario as attorney for service of process.








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     IN WITNESS WHEREOF the parties hereto have caused this agreement to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	RG EXCHANGECO INC.

 	 
	 	By:  	/s/ Tony Jensen	 
	 	 	Name:  	Tony Jensen	 
	 	 	Title:  	President	 
	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA

 	 
	 	By:  	/s/
Karen Biscope	 
	 	 	Name:  	Karen Biscope	 
	 	 	Title:  	Manager, Corporate Trust	 
	 
	 	By:  	/s/ Laura Leong	 
	 	 	Name:  	Laura Leong	 
	 	 	Title:  	Professional, Corporate Trust	 
	 
	 	ROYAL GOLD, INC.

 	 
	 	By:  	/s/
Tony Jensen	 
	 	 	Name:  	Tony Jensen	 
	 	 	Title:  	President and Chief Executive Officer	 
	 







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