exv10w1






Exhibit 10.1




SUPPORT 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”), RG Callco Inc.,
a company existing under the laws of Canada (hereinafter referred to as “Callco”) and RG Exchangeco
Inc., a corporation existing under the laws of Canada (hereinafter referred to as “Canco”).



RECITALS:





	 	(a)	 	in connection with the amended and restated arrangement agreement (the
“Arrangement Agreement”) effective as of December 17, 2009 between RG, Canco and
International Royalty Corporation (“IRC”), the Exchangeable Shares are to be issued to
certain holders of securities of IRC pursuant to the Plan of Arrangement contemplated
by the Arrangement Agreement; and
	 
	 	(b)	 	pursuant to the Arrangement Agreement, RG, Canco and Callco 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 Defined Terms




     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. In this
agreement, “including” means “including without limitation” and “includes” means “includes without
limitation”.



1.2 Interpretation Not Affected by Headings




     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




     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. For the
purposes of this agreement, a “business day” means any day other than a Saturday, Sunday, a public
holiday or a day on which commercial banks are not open for business in Toronto, Ontario or Denver,
Colorado under applicable law.



ARTICLE 2

COVENANTS OF RG AND CANCO




2.1 Covenants Regarding Exchangeable Shares




     So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG
shall:




	 	(a)	 	not declare or pay any dividend or make any other distribution on the RG Shares
unless (i) Canco shall (A) on the same day declare or pay, as the case may be, an
equivalent dividend or other distribution (as provided for in the Share Provisions) on
the Exchangeable Shares (an “Equivalent Dividend”), and (B) have sufficient money or
other assets or authorized but unissued securities available to enable the due
declaration and the due and punctual payment, in accordance with applicable law, of any
such Equivalent Dividend, or (ii) Canco shall, in the case of a dividend that is a
stock dividend on the RG Shares (A) subdivide the Exchangeable Shares in lieu of a
stock dividend thereon (as provided for in the Share Provisions) in a similar
proportion to that in respect of the RG Shares (an “Equivalent Stock Subdivision”), and
(B) have sufficient authorized but unissued securities available to enable the
Equivalent Stock Subdivision;
	 
	 	(b)	 	advise Canco sufficiently in advance of the declaration by RG of any dividend
or other distribution on the RG Shares and take all such other actions as are necessary
or desirable, in co-operation with Canco, to ensure that (i) the respective declaration
date, record date and payment date for an Equivalent Dividend on the Exchangeable
Shares shall be the same as the declaration date, record date and payment date for the
corresponding dividend or other distribution on the RG Shares, or (ii) the record date
and effective date for an Equivalent Stock Subdivision shall be the same as the record
date and payment date for the corresponding stock dividend on the RG Shares;
	 
	 	(c)	 	ensure that the record date for any dividend or other distribution declared on
the RG Shares is not less than 7 days after the declaration date of such dividend or
other distribution;
	 
	 	(d)	 	take all such actions and do all such things as are necessary to enable and
permit Canco, in accordance with applicable law, to pay and otherwise perform its
obligations with respect to the satisfaction of the Liquidation Amount, the Retraction
Price or the Redemption Price in respect of each issued and outstanding Exchangeable
Share (other than Exchangeable Shares owned by RG or its affiliates)




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	 	 	 	upon the liquidation, dissolution or winding-up of Canco or any other distribution
of the assets of Canco among its shareholders for the purpose of winding up its
affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or
a redemption of Exchangeable Shares by Canco, as the case may be, including all such
actions and all such things as are necessary or desirable to enable and permit Canco
to cause to be delivered RG Shares to the holders of Exchangeable Shares in
accordance with the provisions of Sections 5, 6 or 7, as the case may be, of the
Share Provisions;
	 
	 	(e)	 	take all such actions and do all such things as are necessary or desirable to
enable and permit Callco, in accordance with applicable law, to perform its obligations
arising upon the exercise by it of the Liquidation Call Right, the Retraction Call
Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the
Redemption Call Right, including all such actions and all such things as are necessary
or desirable to enable and permit Callco to cause to be delivered RG Shares to the
holders of Exchangeable Shares in accordance with the provisions of the Liquidation
Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption
Call Right, as the case may be; and
	 
	 	(f)	 	except in connection with any event, circumstance or action which causes or
could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder
to initiate the voluntary liquidation, dissolution or winding up of Canco or any other
distribution of the assets of Canco among its shareholders for the purpose of winding
up its affairs, nor take any action or omit to take any action that is designed to
result in the liquidation, dissolution or winding up of Canco or any other distribution
of the assets of Canco among its shareholders for the purpose of winding up its
affairs.





2.2 Segregation of Funds




     RG shall cause Canco to deposit a sufficient amount of funds in a separate account of Canco
and segregate a sufficient amount of such other assets and property as is necessary to enable Canco
to pay dividends when due and to pay or otherwise satisfy its respective obligations under Sections
5, 6 and 7 of the Share Provisions, as applicable.



2.3 Reservation of RG Shares




     RG hereby represents, warrants and covenants in favour of Canco and Callco that RG has
reserved for issuance and shall, at all times while any Exchangeable Shares (other than
Exchangeable Shares held by RG or its affiliates) are outstanding, keep available, free from
pre-emptive and other rights, out of its authorized and unissued capital stock such number of RG
Shares (or other shares or securities into which RG Shares may be reclassified or changed as
contemplated by Section 2.7): (a) as is equal to the sum of (i) the number of Exchangeable Shares
issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon
the exercise of all rights to acquire Exchangeable Shares outstanding from time to time; and (b) as
are now and may hereafter be required to enable and permit RG to meet its obligations under the
Voting and Exchange Trust Agreement and under any other security or commitment pursuant to which RG
may now or hereafter be required to issue RG Shares, to



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enable and permit Callco or RG, as the case may be, to meet its obligations under each of the
Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and the Redemption
Call Right and to enable and permit Canco to meet its obligations hereunder and under the Share
Provisions.




2.4 Notification of Certain Events




     In order to assist RG to comply with its obligations hereunder and to permit Callco or RG to
exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of
Law Call Right and the Redemption Call Right, Canco shall notify RG and Callco of each of the
following events at the time set forth below:




	 	(a)	 	in the event of any determination by the Board of Directors of Canco to
institute voluntary liquidation, dissolution or winding-up proceedings with respect to
Canco or to effect any other distribution of the assets of Canco 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;
	 
	 	(b)	 	promptly, upon the earlier of receipt by Canco of notice of and Canco otherwise
becoming aware of any threatened or instituted claim, suit, petition or other
proceedings with respect to the involuntary liquidation, dissolution or winding-up of
Canco or to effect any other distribution of the assets of Canco among its shareholders
for the purpose of winding up its affairs;
	 
	 	(c)	 	immediately, upon receipt by Canco of a Retraction Request;
	 
	 	(d)	 	on the same date on which notice of redemption is given to holders of
Exchangeable Shares, upon the determination of a Redemption Date in accordance with the
Share Provisions;
	 
	 	(e)	 	as soon as practicable upon the issuance by Canco of any Exchangeable Shares or
rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares
and rights to acquire Exchangeable Shares pursuant to the Arrangement); and
	 
	 	(f)	 	promptly, upon receiving notice of a Change of Law (as defined in the Plan of
Arrangement).





2.5 Delivery of RG Shares to Canco and Callco




     In furtherance of its obligations under Section 2.1(d) and Section 2.1(e), upon notice from
Canco or Callco of any event that requires Canco or Callco to cause to be delivered RG Shares to
any holder of Exchangeable Shares, RG shall forthwith allot, issue and deliver or cause to be
delivered to the relevant holder of Exchangeable Shares as directed by Canco or Callco the
requisite number of RG Shares to be allotted to, received by, and issued to or to the order of, the
former holder of the surrendered Exchangeable Shares (but, for the avoidance of doubt, not to Canco
or Callco). All such RG Shares shall be duly authorized and validly issued as fully paid and shall
be free and clear of any lien, claim or encumbrance. In consideration of the issuance



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and delivery of each such RG Share, Canco or Callco, as the case may be, shall ascribe a cash
amount or pay a purchase price equal to the fair market value of such RG Shares.




2.6 Qualification of RG Shares




     If any RG Shares (or other shares or securities into which RG Shares may be reclassified or
changed as contemplated by Section 2.7) to be issued and delivered hereunder 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 governmental or regulatory authority under any United States or Canadian federal,
state, provincial or territorial securities or other law or regulation or pursuant to the rules and
regulations of any securities or other regulatory authority in the United States or Canada or the
fulfillment of any other United States or Canadian legal requirement before such shares (or such
other shares or securities) may be issued by RG and delivered by RG at the direction of Callco or
Canco, if applicable, to the holder of surrendered Exchangeable Shares or in order that such shares
(or such other shares or securities) may be freely traded (other than any restrictions of general
application on transfer by reason of a holder being a “control person” for purposes of Canadian
federal, provincial or territorial securities Law or the equivalent thereof under any United States
Laws), 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
under United States and/or Canadian law. 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 hereunder
to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which
outstanding RG Shares (or such other shares or securities) have been listed by RG and remain listed
and are quoted or posted for trading at such time.



2.7 Economic Equivalence




     So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding:




	 	(a)	 	RG shall not without prior approval of Canco and the prior approval of the
holders of the Exchangeable Shares given in accordance with Section 12(2) of the Share
Provisions:






	 	(i)	 	issue or distribute RG Shares (or securities exchangeable for
or convertible into or carrying rights to acquire RG Shares) to the holders of
all or substantially all of the then outstanding RG Shares by way of stock
dividend or other distribution, other than an issue of RG Shares (or securities
exchangeable for or convertible into or carrying rights to acquire RG Shares)
to holders of RG Shares (i) who exercise an option to receive dividends in RG
Shares (or securities exchangeable for or convertible into or carrying




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	 	 	 	rights to acquire RG Shares) in lieu of receiving cash dividends, or (ii)
pursuant to any dividend reinvestment plan or similar arrangement; or
	 
	 	(ii)	 	issue or distribute rights, options or warrants to the holders
of all or substantially all of the then outstanding RG Shares entitling them to
subscribe for or to purchase RG Shares (or securities exchangeable for or
convertible into or carrying rights to acquire RG Shares); or
	 
	 	(iii)	 	issue or distribute to the holders of all or substantially all
of the then outstanding RG Shares (A) shares or securities (including evidence
of indebtedness) of RG of any class (other than RG Shares or securities
convertible into or exchangeable for or carrying rights to acquire RG Shares),
or (B) rights, options, warrants or other assets other than those referred to
in Section 2.7(a)(ii);







unless in each case the economic equivalent on a per share basis of such rights,
options, securities, shares, evidences of indebtedness or other assets is issued or
distributed simultaneously to holders of the Exchangeable Shares and at least 7 days
prior written notice thereof is given to the holders of Exchangeable Shares;
provided that, for greater certainty, the above restrictions shall not apply to any
securities issued or distributed by RG in order to give effect to and to consummate,
is in furtherance of or is otherwise in connection with the transactions
contemplated by, and in accordance with, the Plan of Arrangement.




	 	(b)	 	RG shall not without the prior approval of Canco and the prior approval of the
holders of the Exchangeable Shares given in accordance with Section 12(2) of the Share
Provisions:






	 	(i)	 	subdivide, redivide or change the then outstanding RG Shares
into a greater number of RG Shares; or
	 
	 	(ii)	 	reduce, combine, consolidate or change the then outstanding RG
Shares into a lesser number of RG Shares; or
	 
	 	(iii)	 	reclassify or otherwise change RG Shares or effect an
amalgamation, merger, arrangement, reorganization or other transaction
affecting RG Shares;






unless the same or an economically equivalent change shall simultaneously be made
to, or in the rights of the holders of, the Exchangeable Shares and at least seven
days prior written notice is given to the holders of Exchangeable Shares.




	 	(c)	 	RG shall ensure that the record date for any event referred to in Section
2.7(a) or Section 2.7(b), or (if no record date is applicable for such event) the
effective date for any such event, is not less than five business days after the date
on which such event is declared or announced by RG (with contemporaneous notification
thereof by RG to Canco).




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	 	(d)	 	The Board of Directors of Canco shall determine, acting in good faith and in
its sole discretion, economic equivalence for the purposes of any event referred to in
Section 2.7(a) or Section 2.7(b) and each such determination shall be conclusive and
binding on RG. In making each such determination, the following factors shall, without
excluding other factors determined by the Board of Directors of Canco to be relevant,
be considered by the Board of Directors of Canco:






	 	(i)	 	in the case of any stock dividend or other distribution payable
in RG Shares, the number of such shares issued in proportion to the number of
RG Shares previously outstanding;
	 
	 	(ii)	 	in the case of the issuance or distribution of any rights,
options or warrants to subscribe for or purchase RG Shares (or securities
exchangeable for or convertible into or carrying rights to acquire RG Shares),
the relationship between the exercise price of each such right, option or
warrant and the Current Market Price of a RG Share;
	 
	 	(iii)	 	in the case of the issuance or distribution of any other form
of property (including any shares or securities of RG of any class other than
RG Shares, any rights, options or warrants other than those referred to in
Section 2.7(d)(ii), any evidences of indebtedness of RG or any assets of RG),
the relationship between the fair market value (as determined by the Board of
Directors of Canco in the manner above contemplated) of such property to be
issued or distributed with respect to each outstanding RG Share and the Current
Market Price of a RG Share;
	 
	 	(iv)	 	in the case of any subdivision, redivision or change of the
then outstanding RG Shares into a greater number of RG Shares or the reduction,
combination, consolidation or change of the then outstanding RG Shares into a
lesser number of RG Shares or any amalgamation, merger, arrangement,
reorganization or other transaction affecting RG Shares, the effect thereof
upon the then outstanding RG Shares; and
	 
	 	(v)	 	in all such cases, the general taxation consequences of the
relevant event to holders of Exchangeable Shares to the extent that such
consequences may differ from the taxation consequences to holders of RG Shares
as a result of differences between taxation laws of Canada and the United
States (except for any differing consequences arising as a result of differing
withholding taxes and marginal taxation rates and without regard to the
individual circumstances of holders of Exchangeable Shares).






	 	(e)	 	Canco agrees that, to the extent required, upon due notice from RG, Canco shall
use its best efforts to take or cause to be taken such steps as may be necessary for
the purposes of ensuring that appropriate dividends are paid or other distributions are
made by Canco, or subdivisions, redivisions or changes are made to the Exchangeable
Shares, in order to implement the required economic equivalence with




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	 	 	 	respect to the RG Shares and Exchangeable Shares as provided for in this Section 2.7.





2.8 Tender Offers




     In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar
transaction with respect to RG Shares (an “Offer”) is proposed by RG or is proposed to RG or its
shareholders and is recommended by the Board of Directors of RG, or is otherwise effected or to be
effected with the consent or approval of the Board of Directors of RG, and the Exchangeable Shares
are not redeemed by Canco or purchased by Callco pursuant to the Redemption Call Right, RG shall
expeditiously and in good faith take all such actions and do all such things as are necessary or
desirable to enable and permit holders of Exchangeable Shares (other than RG and its affiliates) to
participate in such Offer to the same extent and on an economically equivalent basis as the holders
of RG Shares, without discrimination. Without limiting the generality of the foregoing, RG shall
expeditiously and in good faith take all such actions and do all such things as are necessary or
desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without
being required to retract Exchangeable Shares as against Canco (or, if so required, to ensure that
any such retraction, shall be effective only upon, and shall be conditional upon, the closing of
such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein
shall affect the rights of Canco to redeem (or Callco to purchase pursuant to the Redemption Call
Right) Exchangeable Shares, as applicable, in the event of an RG Control Transaction.



2.9 Ownership of Outstanding Shares




     Without the prior approval of Canco and the prior approval of the holders of the Exchangeable
Shares given in accordance with Section 12(2) of the Share Provisions, RG covenants and agrees in
favour of Canco that, as long as any outstanding Exchangeable Shares are owned by any person other
than RG or any of its affiliates, RG shall be and remain the direct or indirect beneficial owner of
all issued and outstanding voting shares in the capital of Canco and Callco. Notwithstanding the
foregoing, but subject to Article 3, RG shall not be in violation of this Section 2.9 if any person
or group of persons acting jointly or in concert acquire all or substantially all of the assets of
RG or the RG Shares pursuant to any merger of RG pursuant to which RG was not the surviving
corporation.



2.10 RG and Affiliates Not to Vote Exchangeable Shares




     RG covenants and agrees that it shall appoint and cause to be appointed proxyholders with
respect to all Exchangeable Shares held by it and its affiliates for the sole purpose of attending
each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum for
each such meeting. RG further covenants and agrees that it shall not, and shall cause its
affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable
Shares from time to time pursuant to the Share Provisions or pursuant to the provisions of the CBCA
(or any successor or other corporate statute by which Canco may in the future be governed) with
respect to any Exchangeable Shares held by it or by its affiliates in respect of any matter
considered at any meeting of holders of Exchangeable Shares.



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2.11 Ordinary Market Purchases




     For certainty, nothing contained in this agreement, including the obligations of RG contained
in Section 2.8, shall limit the ability of RG (or any of its subsidiaries including, without
limitation, Callco or Canco) to make ordinary market purchases of RG Shares in accordance with
applicable laws and regulatory or stock exchange requirements.



2.12 Stock Exchange Listing




     RG covenants and agrees in favour of Canco that, as long as any outstanding Exchangeable
Shares are owned by any person other than RG or any of its affiliates, RG shall use reasonable
efforts to maintain a listing for such Exchangeable Shares on The Toronto Stock Exchange.



ARTICLE 3

RG SUCCESSORS





	3.1	 	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, an 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 to preserve and not
to impair in any material respect any of the rights, duties, powers and authorities of
the other parties hereunder or the holders of the Exchangeable Shares.





3.2 Vesting of Powers in Successor




     Whenever the conditions of Section 3.1 have been duly observed and performed, the parties, if
required by Section 3.1, shall execute and deliver the supplemental agreement provided for in
Section 3.1(a) and thereupon the 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



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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.




3.3 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, 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 among the shareholders of such subsidiary for the purpose of winding up
its affairs, and any such transactions are expressly permitted by this Article 3.



3.4 Successorship Transaction




     Notwithstanding the foregoing provisions of Article 3, 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 Tax Act (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”) or another corporation (the “Other Corporation”) that, immediately after such
RG Control Transaction, owns or controls, directly or indirectly, RG;




then 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 Exchangeable Share Provisions or Article 5 of the Plan of Arrangement or exchange of such
shares pursuant to the Voting and Exchange Trust 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 the Exchangeable Share Provisions or Article 5 of the Plan of
Arrangement, or exchange of such shares pursuant to the Voting and Exchange Trust 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 of the Exchangeable Shares and
without any further action required.






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ARTICLE 4

GENERAL




4.1 Term




     This agreement shall come into force and be effective as of the date hereof and shall
terminate and be of no further force and effect at such time as no Exchangeable Shares (or
securities or rights convertible into or exchangeable for or carrying rights to acquire
Exchangeable Shares) are held by any person other than RG and any of its affiliates.



4.2 Changes in Capital of RG and Canco




     At all times after the occurrence of any event contemplated pursuant to Section 2.7 and
Section 2.8 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 and the parties hereto shall
execute and deliver an agreement in writing giving effect to and evidencing such necessary
amendments and modifications.



4.3 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.



4.4 Amendments, Modifications





	 	(a)	 	Subject to Section 4.2, Section 4.3 and Section 4.5 this agreement may not be
amended or modified except by an agreement in writing executed by Canco, Callco and RG
and approved by the holders of the Exchangeable Shares in accordance with Section 12(2)
of the Share Provisions.
	 
	 	(b)	 	No amendment or modification or waiver of any of the provisions of this
agreement otherwise permitted hereunder shall be effective unless made in writing and
signed by all of the parties hereto.





4.5 Ministerial Amendments





Notwithstanding the provisions of Section 4.4, the parties to this agreement may in writing
at any time and from time to time, without the approval of the holders of the Exchangeable
Shares, amend or modify this agreement for the purposes of:




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	 	(a)	 	adding to the covenants of any or all parties provided that the Board of
Directors of each of Canco, Callco and RG shall be of the good faith opinion that such
additions will not be prejudicial to the rights or interests of the holders of the
Exchangeable Shares;
	 
	 	(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 Canco, Callco and RG, it may be
expedient to make, provided that each such Board of Directors shall be of the good
faith opinion that such amendments or modifications will not be prejudicial to the
rights or interests of the holders of the Exchangeable Shares; or
	 
	 	(c)	 	making such changes or corrections which, on the advice of counsel to Canco,
Callco and RG, are required for the purpose of curing or correcting any ambiguity or
defect or inconsistent provision or clerical omission or mistake or manifest error,
provided that the Boards of Directors of each of Canco, Callco and RG shall be of the
good faith opinion that such changes or corrections will not be prejudicial to the
rights or interests of the holders of the Exchangeable Shares.





4.6 Meeting to Consider Amendments




     Canco, at the request of RG, shall call a meeting or meetings of the holders of the
Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring
approval pursuant to Section 4.4. Any such meeting or meetings shall be called and held in
accordance with the bylaws of Canco, the Share Provisions and all applicable laws.



4.7 Enurement




     This agreement shall be binding upon and enure to the benefit of the parties hereto and their
respective successors and assigns.



4.8 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, Canco or Callco 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







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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



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



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.




4.9 Counterparts




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



4.10 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. Each party hereto irrevocably submits to the
non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter
arising hereunder or related hereto.



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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.



	 	 	 	 	 
	 	ROYAL GOLD, INC.

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



	 	 	 	 	 
	 	RG CALLCO INC.

 	 
	 	By:  	/s/ Tony Jensen	 
	 	 	Name:  	Tony Jensen	 
	 	 	Title:  	President	 



	 	 	 	 	 
	 	RG EXCHANGECO INC.

 	 
	 	By:  	/s/ Tony Jensen	 
	 	 	Name:  	Tony Jensen	 
	 	 	Title:  	President	 



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