exv4w1






Exhibit 4.1




CERTIFICATE OF DESIGNATIONS,

PREFERENCES AND RIGHTS

OF

THE SPECIAL VOTING PREFERRED STOCK

OF

ROYAL GOLD, INC.




(PURSUANT TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW)



     Royal Gold, Inc. (the “Company”), a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that the following
resolutions were adopted by the Board of Directors of the Company (the “Board of Directors” or the
“Board”) pursuant to authority of the Board of Directors as required by Section 151 of the DGCL.



     RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors in
accordance with the provisions of the Restated Certificate of Incorporation of the Company, as
amended, the Board of Directors hereby authorizes a series of the Company’s previously authorized
Preferred Stock, par value $0.01 per share (the “Preferred Stock”), and hereby states the
designations and number of shares and fixes the relative rights, preferences, privileges, powers
and restrictions thereof as follows:



SPECIAL VOTING PREFERRED STOCK:




     Section 1. Designation, Amount and Par Value. The series of preferred stock shall be
designated as The Special Voting Preferred Stock (the “Preferred Stock”) and the number of shares
so designated shall be one (1). The share of Preferred Stock shall have a par value of $0.01 per
share.



     Section 2. Dividends. The holder of record of the Preferred Stock shall not be entitled to
receive any dividends declared and paid by the Company.



     Section 3. Voting Rights.



     (a) The holder of the Preferred Stock, except as otherwise required under applicable law or as
set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or
permitted to be voted upon by the stockholders of the Company.



     (b) With respect to all meetings of stockholders of the Company at which the holders of the
Company’s common stock are entitled to vote (each, a “Company Meeting”) and with respect to any
written consents sought by the Company from holders of the Company’s common stock (each a “Company
Consent”), the holder of the Preferred Stock shall vote together with the holders of common stock
of the Company as a single class (except as otherwise required under applicable law), and the
holder of the Preferred Stock shall be entitled to cast on any such matter a number of votes equal
to the number of Exchangeable Shares (the “Exchangeable Shares”) of RG Exchangeco Inc., a Canadian
corporation (“Canco”) outstanding as of the record date for



 









 





determining stockholders entitled to vote at such Company Meeting or in connection with the
applicable Company Consent (i) that are not owned by the Company or its affiliates (which shall
have the meaning corresponding to “affiliated companies” in the Securities Act (Ontario), as
amended), and (ii) as to which the holder of the Preferred Stock has received voting instructions
from the holders of such Exchangeable Shares in accordance with the Voting and Exchange Trust
Agreement (the “Trust Agreement”) to be entered into among the Company, Canco and the trustee
thereunder (the “Trustee”).




     Section 4. Liquidation. Upon any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holder of record of the Preferred Stock shall not be entitled
to receive any assets of the Company available for distribution to its stockholders.



     Section 5. Other Provisions.



     (a) The holder of the share of Preferred Stock shall not have any rights hereunder to convert
such share into, or exchange such share for, shares of any other series or class of capital stock
of the Company.



     (b) The Trustee shall exercise the voting rights attached to the Preferred Stock pursuant to
and in accordance with the Trust Agreement. The voting rights attached to the Preferred Stock shall
terminate pursuant to and in accordance with the Trust Agreement.



     (c) At such time as the Preferred Stock has no votes attached to it, the Preferred Stock
shall be canceled.



     (d) The
effective date of this Certificate of Designations shall be February
19, 2010.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW]







 









 








     IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Company on
this 19 day of February, 2010.



	 	 	 	 	 
	 	ROYAL GOLD, INC.

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