exv10w2



 







Exhibit 10.2




CONVEYANCE OF TAIL ROYALTY

AND GRANT OF MILLING FEE




     This CONVEYANCE OF TAIL ROYALTY AND GRANT OF MILLING FEE (this “Conveyance”), dated as
of February 22, 2006 (the “Effective Date”), is from SOCIÉTÉ DES MINES DE TAPARKO, also
known as SOMITA, SA, a société anonyme formed under the laws of the Republic of Burkina Faso
(“Grantor”) to ROYAL GOLD, INC., a corporation formed under the laws of Delaware, USA
(“Grantee”).



Recitals




     A. Grantor and Grantee entered into a Funding Agreement dated as of December 1, 2005 (the
“Original Funding Agreement”), as amended by First Amendment to Funding Agreement dated as
of February 8, 2006 (the “First Amendment”), and as further amended and restated by Amended
and Restated Funding Agreement dated as of February 22, 2006 (as so amended and restated, the
“Funding Agreement”). Pursuant to the Funding Agreement, Grantee agreed to provide Grantor
funding in the amount of U.S. $35,000,000 to be used in the
development of the Taparko – Bouroum
Project (defined below) in the Republic of Burkina Faso.



     B. Prior to the date of this Conveyance, Grantee has provided Grantor the amount of $9,414,000
under the First Tranche pursuant to the terms and conditions of the Original Funding Agreement, as
amended by the First Amendment.



     C. Originally under the terms of the Original Funding Agreement, and as now included in the
terms and conditions of the Funding Agreement, as consideration for Grantee agreeing to provide
such funding to Grantor, Grantor granted to Grantee, among other things, certain production
payments relating to the Taparko — Bouroum Project, as more specifically described in Conveyance of
Production Payments (PP1 and PP2) dated February 22, 2006, from Grantor to Grantee (the
“Production Payment Conveyance”).



     D. In addition, originally under the terms of the Original Funding Agreement, and as now
included in the terms and conditions of the Funding Agreement, as additional consideration for
Grantee agreeing to provide such funding to Grantor, Grantor agreed to grant to Grantee a tail
royalty interest in all gold in, on and under and produced from the Taparko Lands and the Bouroum
Lands (as each term is defined below), and a milling fee on all gold produced from lands other than
the Taparko Lands and the Bouroum Lands and processed at the Taparko Processing Facility (defined
below), such payments to commence upon satisfaction of the obligations of Grantor under the
Production Payment Conveyance.



     E. As a condition precedent to Grantee’s obligation to fund the Second Tranche under the
Funding Agreement, Grantor must execute and deliver this Agreement to Grantee.



 









 





Agreement




     Therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor and Grantee agree as follows:



ARTICLE I




Definitions and References




     1.1 General Definitions. As used herein the terms “Conveyance,”
“Effective Date,” “First Amendment,” “Funding Agreement,”
“Grantor,” “Grantee,” “Original Funding Agreement” and “Production
Payment Conveyance” shall have the meanings ascribed thereto above, and the following terms
shall have the following meanings:



     “Average Gold Price” means, for any calendar month, the average daily P.M. price
fixing for gold by the London Bullion Association as reported in The Wall Street Journal or
any other agreed upon successor publication for the applicable calendar month.



     “Bouroum Lands” means all of the land included in the Bouroum Permit, being
approximately 11.7 square kilometers, which land is more particularly described in Schedule A
attached hereto.



     “Bouroum Permit” means Decree No. 2005-342/PRES/PM/MCE/MFB issued by the Government of
the Republic of Burkina Faso on June 21, 2005, a copy of which is attached hereto as Schedule A.



     “Government” means the Government of the Republic of Burkina Faso, including, without
limitation, the executive, legislative and judicial branches thereof, including, without
limitation, the Ministry for Energy and Mines.



     “Grantor’s Account” means Grantor’s metals account at Royal Bank of Canada Channel
Islands, or such other metals account as Grantor may hereafter establish.



     “Interests” means the Tail Royalty and the Milling Fee, collectively.



     “Lands” means the Bouroum Lands and the Taparko Lands.



     “Milling Fee” has the meaning set forth in Section 2.2.



     “Month” means a calendar month.



     “Tail Royalty” has the meaning set forth in Section 2.1.



     “Taparko
— Bouroum Project” means development and exploitation of the Taparko Lands
and the Bouroum Lands for production of gold and associated precious metals, including construction
of a mine, support facilities and the Taparko Processing Facility.



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     “Taparko Lands” means that portion of the land included in the Taparko Permit that is
more particularly described in Schedule B hereto, being approximately 34.7 square kilometers out of
the total 666.5 square kilometers included in such permit.



     “Taparko Permit” means Decree No. 2004-329/PRES/PM/MCE/MFB/MEDE/MECV issued by the
Government of the Republic of Burkina Faso on August 6, 2004, a copy of which is attached hereto as
Schedule B.



     “Taparko Processing Facility” means the CIL processing facility to be constructed by
Grantor on or adjacent to the Taparko Lands, capable of milling and processing at least 1,000,000
tonnes of ore per year.



     “Through-Put Production” means all production processed through the Taparko Processing
Facility, whether or not the same was mined from the Taparko Lands or the Bouroum Lands.



     “Year” means a calendar year.



     1.2 Exhibits. All Exhibits attached to this Conveyance are part hereof for all
purposes.



     1.3 References and Titles. All references in this Conveyance to Exhibits, Articles,
Sections, Subsections, and other subdivisions refer to the Exhibits, Articles, Sections,
Subsections and other subdivisions of this Conveyance unless expressly provided otherwise. Titles
and headings appearing at the beginning of any subdivision are for convenience only and do not
constitute any part of any such subdivision and shall be disregarded in construing the language
contained in this Conveyance. The words “this Conveyance,” “herein,” “hereby,” “hereunder” and
words of similar import refer to this Conveyance as a whole and not to any particular subdivision
unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases
refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not
exclusive. Pronouns in masculine, feminine and neuter gender shall be construed to include any
other gender. Words in the singular form shall be construed to include the plural and words in the
plural form shall be construed to include the singular, unless the context otherwise requires.



ARTICLE II




Conveyance and Grant




     2.1 Conveyance of Tail Royalty. Subject to the limitations set forth in this Article
II, Grantor hereby grants, bargains, sells, conveys, assigns, sets over and delivers unto Grantee a
two percent (2%) royalty in and to all gold contained in, on and under and produced from the Lands,
such royalty to be calculated as follows: (i) the total troy ounces of gold produced from the
Lands and contained in Through-Put Production that are outturned to Grantor’s Account during a
given Month as reported by the applicable metal refinery, times (ii) the Average Gold Price for
such Month, times (iii) two percent (2%) (the “Tail Royalty”).



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     To have and to hold the Tail Royalty unto Grantee, its successors and assigns forever, subject
to the terms, provisions and conditions contained in this Conveyance.



     2.2 Grant of Milling Fee. Subject to the limitations set forth in this Article II,
Grantor hereby grants, assigns and conveys to Grantee an interest in
the Taparko — Bouroum Project
in the form of a milling fee equal to 0.75% of the total amount of gold passed through the Taparko
Processing Facility that is produced from lands other than the Lands, calculated as follows: (i)
the total troy ounces of gold produced from lands other than the Lands and contained in Through-Put
Production that are outturned to Grantor’s Account during a given Month as reported by the
applicable metal refinery, times (ii) the Average Gold Price for such Month, times (iii) 0.75% (the
“Milling Fee”); provided, however, that the Milling Fee shall only apply to the milling and
processing of the first one million (1,000,000) tonnes of ore per Year from lands other than the
Lands; provided further that such amount shall be reduced by the number of tonnes of ore per Year
from the Lands (e.g., if in a given Year, the Taparko Processing Facility processes 800,000 tonnes
of ore from the Lands and 500,000 tonnes of ore from Lands other than the Lands, then the Milling
Fee would only apply to 200,000 tonnes of ore); provided further that for the Year in which the
first payment of the Milling Fee is made (which is likely to be less than a full calendar year),
the 1,000,000 limit shall be proportionately reduced to the number of days remaining in such year
after commencement of payment of the Milling Fee (e.g., if the payment of the Milling Fee commences
on September 14, the limit of the payment on the Milling Fee
would be 108/ 365 of 1,000,000 — i.e.,
295,890 – tonnes of ore during such year).



     2.3 Calculation and Commencement of Payments. The calculation and payment of amounts
owing under the Tail Royalty and the Milling Fee shall not commence until satisfaction of all
obligations of Grantor under the Production Payment Conveyance.



     2.4 Limitation on Recourse. Grantee shall look solely to the Lands for satisfaction
and discharge of the Tail Royalty, and shall look solely to the Through-Put Production for
satisfaction and discharge of the Milling Fee, and Grantor shall not be personally liable for the
payment and discharge thereof.



     2.5 Non-Operating, Non-Expense-Bearing Interests. The Tail Royalty conveyed hereby is
a non-operating, non-expense-bearing interest in and to production from the Lands. The Milling Fee
conveyed hereby is a non-operating, non-expense bearing limited royalty interest in and to the
Through-Put Production from lands other than the Lands. Each of the Interests is limited as set
forth above, free of all cost and expense of production, operations, milling, smelting, refining
and delivery prior to being outturned at Grantor’s Account. In no event shall Grantee ever be
liable or responsible in any way for payment of any costs, expenses or liabilities attributable to
the Taparko – Bouroum Project (or any part thereof) or incurred in connection with the production,
operations, milling, smelting, refining and delivery of Through-Put Production prior to being
outturned at Grantor’s Account.



     2.5 Free of Royalties and Other Burdens. The Interests shall be free of (and without
deduction therefrom of) any and all royalties and other burdens on production and shall bear no
part of same; and Grantor shall defend, indemnify and hold Grantee harmless from and against any
loss or claim with respect to any such royalties and other burdens on production or any claim by
the owners or holders of such royalties and other burdens on production. For greater



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certainty, all payments made hereunder shall be net of any withholdings or other amounts, if
and to the extent required by applicable law, in respect of applicable taxes thereon.



ARTICLE III




Payment Procedures; Reports




     3.1 Payments of Tail Royalty and Milling Fee. Payments of the Interests shall be made
on a calendar quarter basis, within ten (10) business days after the end of each calendar quarter,
by check or wire transfer, at the election of Grantee, to the address set forth in Section 5.2.
The amount of each payment shall be equal to the sum of the monthly amounts due for each Month
during such calendar quarter. All payments shall be accompanied by statements that describe in
reasonable detail the basis of calculation of the amounts paid under the Interests.



     3.2 Financial Reports. Subject to the confidentiality requirements of Section 4.4,
Grantee shall have the right to be supplied monthly with duplicate settlement sheets from any
refinery, mill, smelter or other purchaser of Through-Put Production, whether or not Through-Put
Production has been sold, and shall contain sufficient information as to the value, pricing and
amounts of intermediate product and final product sold for Grantor’s account so that Grantee will
have access to all information and data that are reasonably necessary and appropriate for it to
determine the amount of the Interests due it under this Conveyance.



     3.3 Objection, Finality of Payments: Grantee, at its sole election and expense, shall
have the right to perform, not more frequently than once annually following the close of each
calendar year, an audit by any authorized representative of Grantee of Grantor’s accounts relating
to the Interests. Any such inspection shall be for a reasonable length of time during regular
business hours, at a mutually convenient time, upon at least ten (10) business days’ prior written
notice by Grantee. All payments under the Interests made in any Year shall be considered final and
in full accord and satisfaction of all obligations of Grantor, unless Grantee gives written notice
describing and setting forth a specific objection to the calculation thereof within one (1) year
following the end of that Year. Grantor shall account for any agreed upon deficit or excess in
payments of the Interests made to Grantee by adjusting the next monthly statement and payment
following completion of such audit to account for such deficit or excess.



     3.4 Copies of Reports to Government. Grantor shall provide Grantee with copies
of any reports that Grantor is required to make to the Government within thirty (30) days after
submitting same to the Government.



     3.5 Annual Environmental Compliance Report. Within ninety (90) days after the
end of each Year, Grantor shall provide to Grantee an environmental compliance report summarizing
the environmental performance of operations at the Taparko-Bouroum Project during that Year and
provide sufficient information for Grantee to monitor the performance of such operations with
respect to environmental protection, including, at a minimum, narrative summaries of (i) the
results of any environmental monitoring or sampling activity, (ii) accidents that impact the
environment or result in the loss of life, and (iii) environmental deficiencies that are identified
by



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environmental regulatory authorities of the Government and any remedial actions taken or
proposed to be taken with respect thereto.



ARTICLE IV




Additional Rights, Obligations and Covenants of the Parties




     4.1 Commingling of Production.



          (a) Subject to the limitations, conditions and requirements of this Section 4.1, Grantor shall
have the right to mix or commingle, either underground, at the surface, or at a processing plant or
any other treatment facilities, any production from the Lands with ores or material derived from
other lands or properties whether or not owned, leased or controlled by Grantor.




          (b) Before commingling, Grantor shall weigh, measure, sample and analyze the respective ores
and materials in accordance with sound mining and metallurgical practices such that the amount of
gold recovered from the Lands can be reasonably and accurately determined. As products are
produced from the commingled ores, Grantor shall calculate from representative samples the average
percentage recovery of products produced from the commingled ores during each month. In obtaining
representative samples and calculating the average grade of commingled ores and average percentage
of recovery, Grantor may use procedures that are in accordance with best practices in the mining
and metallurgical industry. The records relating to commingled ores shall be made available for
inspection by Grantee, at Grantee’s sole expense, at all reasonable times and shall be retained by
Grantor for a period of one (1) year after the calendar year in which the commingling occurred.




          (c) Notwithstanding the foregoing provisions of this Section 4.1, Grantor shall not commingle
production from the Lands with ores or minerals derived from other lands or properties if such
commingling has a reasonable likelihood of reducing the recovery rate of metals from the Lands
below what the recovery rate would have been without commingling. Any disputes concerning
commingling procedures or results or the applicability of the prohibition in the preceding sentence
shall be resolved pursuant to the procedure set forth in Section 5.9.




     4.2 Geological and Other Data and Reports. From and after the date of execution of
this Conveyance, Grantor shall deliver to Grantee not less frequently that quarterly, or otherwise
shall make available, the following data and information relating to operations conducted on or for
the benefit of the Lands and with respect to the Taparko Processing Facility:



     (a) The monthly operations and exploration report prepared by Grantor for operations on the
Lands and with respect the Taparko Processing Facility;



     (b) The annual reserve report for the Lands prepared by Grantor, along with any updates, as
and when any of the same have been finalized and approved by Grantor;



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     (c) Grantor’s
life of mine plan relating to the Taparko — Bouroum Project;



     (d) The
annual plan and budget prepared by Grantor relating to the Taparko — Bouroum Project
and any amendments thereto, as and when any of the same have been finalized and approved by
Grantor; and



     (e) Any additional material engineering or economic studies or analyses prepared by Grantor
and relating to the Lands and the Taparko – Bouroum Project as and when any of the same have been
finalized and approved by Grantor.



     4.3 Inspection. Grantee and its authorized agents who are experienced in mining
operations, at Grantee’s sole risk and expense, shall have the right, exercisable at reasonable
intervals and during regular business hours, at a mutually convenient time, and in a reasonable
manner conforming to Grantor’s safety rules and regulations and so as not to interfere with
Grantor’s operations, to go upon the Lands and the premises of the Taparko Processing Facility for
the purposes of inspecting same. Grantee shall furnish Grantor with prior written notice of the
time and place of any inspection by Grantee pursuant to this Section 4.3. Grantee shall defend,
indemnify and hold Grantor harmless from and against all costs incurred (including reasonable
attorneys’ fees and the costs of defending any such claims) based on claims for damages, including
injury or damage to other persons or property, arising out of any death, personal injury or
property damage sustained by Grantee, its agents or employees, while in or upon the Properties,
unless such death, injury or damage results from Grantor’s gross negligence or willful misconduct.



     4.4 Confidentiality. Grantee shall not, without the prior written consent of Grantor,
disclose to any third party (excluding, however, any representative, affiliate, agent, consultant
or contractor of Grantee who has a bona fide need to be informed) any information concerning
operations, including exploration, on the Properties which is not generally available to the
public; provided, however, that upon not less than five (5) days’ prior written notice to Grantor
setting forth the nature and content of the proposed disclosure, Grantee may disclose information
or data pertaining to the Lands, the Taparko – Bouroum Project and the Taparko Processing Facility
to: (a) any third party to whom Grantee in good faith anticipates selling or assigning all or a
part of its interest hereunder, or (b) any lender or underwriter from whom Grantee is seeking to
obtain funds. Grantee shall require those parties to keep the information so provided
confidential. If either Grantor or Grantee determines in good faith that a disclosure is required
for compliance with applicable laws, rules, regulations or orders of any government agency or stock
exchange having jurisdiction, that party shall provide as much prior notice to the other party of
the nature and contents of the proposed disclosure, for the review and comment of the other party,
as is reasonably possible under the circumstances.



     4.5 Abandonment of Properties. From and after satisfaction of the obligations under
the Production Payment Conveyance, Grantor may elect at any time to terminate or abandon its
interests in the Lands and the Taparko Processing Facility at any time as it may in its sole
discretion deem appropriate, subject only to the provisions of this Section 4.5. In the event that
Grantor wishes to abandon any or all of it interest in the Lands or the Taparko Processing
Facility, except for cessation of operations under care and maintenance, Grantor shall provide



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Grantee with not less than forty-five (45) days prior notice of its intention to do so and offer to
transfer such interests to Grantee. At any time during the forty-five (45) day period, Grantee may
notify Grantor that it elects to accept transfer of such interests. In that event, Grantor shall
transfer those interests to Grantee by quitclaim deed.



     4.6 Processing of Ore from the Lands. Grantor hereby covenants and agrees with
Grantee that all ore produced from the Lands shall be processed in the Taparko Processing Facility.



     4.7 Refining Contracts. Grantor hereby covenants and agrees with Grantee that during
the entire term of this Conveyance, Grantor shall maintain in full force and effect refining
contracts with smelter and/or refiners reasonably acceptable to Grantee, and Grantor shall use its
best efforts to cause such refining contracts to provide for, where possible: (i) payment by the
refiner and/or smelter directly to Grantee of amounts due hereunder in cash or, (ii) upon request
by Grantee, and if not prohibited by law, in kind.



     4.8 Grantor Operations and Maintenance of the Taparko-Bouroum Project. Grantor
shall conduct its operations on the basis of customary commercial practice and arm’s-length
arrangements, with due diligence and efficiency and under the supervision of qualified and
experienced management. Grantor shall maintain, preserve, protect and keep the Taparko-Bouroum
Project, and all of Grantor’s property used or useful in connection therewith, in good condition
(ordinary wear and tear and obsolescence excepted) in accordance with prudent industry standards,
and in compliance with all applicable laws, in conformity with all applicable contracts,
servitudes, leases, permits and agreements, and shall from time to time make all repairs renewals
and replacements needed to enable the business and operations carried on in connection therewith to
be promptly and advantageously conducted at all times, except where failure to do so could not nave
a material adverse effect upon the Taparko-Bouroum Project.



     4.9 Compliance with Agreements and Law. Grantor shall perform all obligations it
is required to perform under each lease, permit, agreement, contract or other instrument or
obligation to which it is a party with respect to the Taparko-Bouroum Project, except where the
failure to do so could not have a material adverse effect upon its ownership or operation of same.
Grantor shall conduct its business and affairs with respect to the Taparko-Bouroum Project, (i) in
material compliance with all laws applicable thereto, (ii) in all material respects in accordance
with the Development Plan, as defined in the Funding Agreement, (iii) in accordance with acceptable
industry practice including maintaining a minimum of local standards and World Bank environmental
guidelines (applicable under, World Bank and IFC Pollution, Prevention and Abatement Guidelines and
the applicable IFC Safeguard Policies), and, where practicable, the International Cyanide Code and
the Equator Principles; and (iv) in compliance, and causing its affiliates, subsidiaries, agents,
employees, subcontractors, directors and officers to be in compliance, with the Foreign Corrupt
Practices Act of 1977 (Pub.L. No. 95-213, Sections 101-104), as amended, and any other law,
regulation, order, decree or directive having the force of law and relating to bribery, kick-backs,
or similar business practices. Grantor shall obtain and cause all licenses and permits necessary or
appropriate for the conduct of its business and the ownership and operation of its property used
and useful in the conduct of its business to be at all times maintained in good standing and in
full force and effect, except where failure to comply could not have a material adverse effect upon
the Taparko-Bouroum Project.



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     4.10 Government Approvals and Notices. Grantor shall (i) obtain, and shall at all
times maintain in full force and effect, all material registrations, declarations, filings,
governmental consents, licenses, approvals, authorizations, and permits necessary for Grantor’s
operation of the Taparko-Bouroum Project, and (ii) undertake reasonable efforts to arrange for
Grantee to receive from the Government copies of all correspondence, notices, decrees, orders and
other writings issued by the Government to Grantor regarding the Taparko-Bouroum Project, but in
any event, Grantor shall send Grantee copies of such materials promptly after receipt thereof.



ARTICLE V




General Provisions




     5.1 Assignment. After Completion (as defined in the Funding Agreement) of the Taparko
— Bouroum Project, either party may assign its interests under this Conveyance freely, in whole or
in part; provided, however, that any transfer or conveyance by either party of any interest in the
Interests or in the Lands or the Taparko Processing Facility shall be expressly made subject to,
and the assignee or transferee shall commit in writing to be bound by, all of the terms and
conditions and covenants of this Conveyance.



     5.2 Notices. Any notice, election, report or other correspondence required or
permitted hereunder shall be in writing and shall be deemed sufficiently given or furnished if
delivered by personal delivery, by facsimile or other electronic transmission, or by delivery
service with proof of delivery, to each of the parties at its address below (unless changed by
similar notice in writing given by the party whose address is to be changed):


If to Grantor:



Somita SA

01 B.P. 2509 OUAGADOUGOU 01

1648 Boulevard Tansoba TAN-KOM,

Secteur 25

Burkina Faso

Attention: Directeur Generale

Facsimile: 226-50-358187



With copies to:



High River Gold Mines Ltd.

155 University Avenue

Suite 1700

Toronto, Ontario M5H 3B7

Attention: President

Facsimile: (416) 360-0010



and




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Cassels Brock & Blackwell LLP

2100 Scotia Plaza, 40 King Street W.

Toronto, Ontario M5H 3C2

Attention: David Poynton

Facsimile: (416) 644-9348



If to Grantee:



Royal Gold, Inc.

1660 Wynkoop St.

Suite 1000

Denver, Colorado 80202-1132

Attention: President

Facsimile Number: 303-595-9385



Any such notice or communication shall be deemed to have been given (a) in the case of personal
delivery or delivery service, as of the date of first attempted delivery during normal business
hours at the address provided herein, (b) in the case of facsimile, upon receipt, or (c) in the
case of other electronic transmission, upon acknowledgment of receipt by the recipient within
twenty-four (24) hours of first attempted delivery.




     5.3 Amendments and Waiver. No modifications or waivers of the terms and conditions of
this Conveyance shall be binding upon either party unless in writing, dated subsequent to the date
of this Conveyance, and executed by an authorized representative of each party. No waiver by
either party of a breach of any of the provisions of this Conveyance shall be construed as a waiver
of any subsequent breach, whether of the same or of a different character.



     5.4 Relationship of the Parties. The relationship of the parties hereto is
contractual only. The Interests shall not grant to Grantee any rights to participate or influence
management or decision-making regarding operations on the Lands,
Taparko — Bouroum Project or the
Taparko Processing Facility, nor shall it obligate the Grantee to assume any responsibilities for
costs of Grantor’s operations on the Lands, Taparko — Bouroum Project or the Taparko Processing
Facility or any liabilities resulting therefrom.



     5.5 Further Instruments. The parties hereto agree that they will execute any and all
instruments as may be necessary or required to carry out and effectuate any and all of the
provisions of this Conveyance.



     5.6 Binding Effect. This Conveyance shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.



     5.7 Continuation and Priority. The Tail Royalty and Milling Fee granted to Grantee by
this Conveyance shall continue for so long as Grantor, its successors and assigns retain any
interest in the Lands, Taparko — Bouroum Project or the Taparko Processing Facility. The Interests
shall have priority over, and in no event shall be subordinated to, any project or other financing
that Grantor may obtain with respect to the Lands, Taparko — Bouroum Project or the



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Taparko Processing Facility after the Effective Date of this Conveyance, unless Grantee
specifically so provides in writing. Grantee’s rights to payments under the Interests shall not be
subordinated to any other person or source by Grantor or any related party, except for statutory
liens for amounts not yet due and payable and liens imposed by the Mining Convention applicable to
the Lands or governing law to the extent not yet due and payable.



     5.8 Governing Law. Without regard to principles of conflicts of law, this Conveyance
is made under and shall be interpreted and enforced in accordance with the laws of the State of
Colorado applicable to contracts made and to be performed entirely within such state and the laws
of the United States of America, except that, to the extent that the law of the jurisdiction in
which the real property is located (or which is otherwise applicable to the real property)
necessarily governs with respect to procedural and substantive matters relating to the creation and
enforcement of the interests created herein, the law of such other jurisdiction shall apply.



     5.9 Arbitration Conducted by International Chamber of Commerce. All disputes between
the parties hereto (which for purposes of this Section 5.9 includes Grantor and Grantee and their
respective parents, affiliates and subsidiaries) that arise out of, relate to or are in connection
with this Agreement or any related agreement, will be exclusively, finally and conclusively settled
by binding international arbitration under the Rules of Arbitration of the International Chamber of
Commerce (the “ICC”) then in effect (the “Rules”), except as specifically modified
by this Agreement. The Parties shall continue to perform their respective obligations under this
Agreement pending conclusion of any such arbitration.



(a) Initiation of Arbitration.




          (i) Prior to initiating an arbitration proceeding with the ICC, the parties shall negotiate in
good faith to resolve the dispute. To that end, the party wishing to initiate negotiations shall
notify the other party in writing about its intention to do so, including a brief summary of the
disputed issue, its estimate of the amount in controversy, and suggesting a date and venue for a
first meeting, at which the parties shall be represented by officers duly empowered to resolve the
dispute. In the event that the parties are unable to resolve the dispute within a period of 15
days after commencement of such good faith negotiations, or upon agreement by the parties to submit
the dispute to arbitration, either party may commence an arbitration proceeding by delivering a
Request for Arbitration (the “Request for Arbitration”) to the Secretariat of the ICC (the
“Secretariat”) in accordance with the terms of this Section 5.9 and the Rules.




          (ii) For all disputes, the arbitration hereunder shall be by three independent and impartial
arbitrators. Grantor and Grantee shall each appoint one arbitrator within 30 days after the
Request for Arbitration has been delivered to the Secretariat and the two arbitrators so appointed
shall select a third arbitrator within 60 days after the Request for Arbitration has been delivered
to the Secretariat. In the event that the parties or the arbitrators fail to select arbitrators as
required above, the ICC shall select such arbitrators in accordance with the terms of this Section
5.9.




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          (iii) Each of the parties acknowledges and agrees that the other party would be damaged
irreparably in the event any of the provisions of this Agreement are not performed in accordance
with their specific terms. Accordingly, notwithstanding the provisions of Section 5.9(a)(i),
pending completion of arbitration pursuant to this Section 5.9, either Grantor or Grantee shall
have the right to seek a temporary restraining order, injunctive relief or other interim or
provisional relief on the ground that such relief would otherwise be available at law or in equity.
If any such relief is obtained, the arbitration panel will address the continuance, modification
or termination of such relief and their order and any such decision regarding relief shall be
binding on the parties




     (b) Arbitration Procedures.



          (i) The arbitration shall be conducted in the English language in London, England or at such
other location as the parties may agree.




          (ii) All disputes arising out of or in connection with this Agreement and relating to the
Parties’ rights and obligations in connection with this Agreement (including without limitation the
validity of the agreement of the parties to arbitrate, the arbitrability of the issues submitted to
arbitration hereunder, the existence and validity of the Agreement, and any conflict of laws issues
arising in connection with the Agreement or this agreement to arbitrate) shall be finally settled
in accordance with the Rules. In addition, where the Rules are silent, the proceedings before the
“Arbitral Tribunal” (as defined in the Rules) shall be governed by the procedural rules established
by the Arbitral Tribunal.




          (iii) The arbitration panel shall conduct a hearing no later than 90 days after delivery of
the Request for Arbitration, and a decision shall be rendered by the arbitration panel within 30
days after the final hearing.




          (iv) At the hearing, the parties shall present such evidence and witnesses as they may choose,
with or without counsel. Adherence to formal rules of evidence shall not be required but the
Arbitral Tribunal shall consider any evidence and testimony that it determines to be relevant, in
accordance with procedures that it determines to be appropriate.




     (c) Arbitral Awards.



          (i) The arbitration award shall be in writing and shall specify the factual and legal bases
for the award.




          (ii) Neither Grantor nor Grantee shall be entitled to, and no award shall include any amount
for, lost profits or revenues, lost business opportunities, business interruption, or punitive or
exemplary damages for any claim arbitrated pursuant to this Section 5.9.




          (iii) The arbitrators shall be entitled to a fee commensurate with their fees for professional
services requiring similar time and effort. The fees of the arbitrators and other costs of the
arbitration shall be borne equally by the parties, except when the arbitrators decide to impose the
total cost on the defeated party.




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     (c) Enforcement. All decisions of the Arbitral Tribunal shall be final and binding on the
parties and may be entered against them in any court of competent jurisdiction. Any judgment
rendered by the Arbitral Tribunal against a party may be executed against such party’s assets in
any jurisdiction where the party has assets. Each of the parties irrevocably submits to the
non-exclusive jurisdiction of the appropriate courts in the State of Colorado in any legal action
or proceeding relating to such execution of judgment.



     (d) Limitations.



          (i) Any dispute brought pursuant to the terms of this Section 5.9 must be brought within two
years of the date that the party aggrieved by the event or condition, or notice of such event or
condition giving rise to the dispute becomes aware of the same.




          (ii) This agreement to arbitrate shall survive the rescission or termination of this
Conveyance.




     5.10 Rule Against Perpetuities. Any right or interest granted under this Conveyance
(including but not limited to Grantor’s obligations under Sections 4.5 and 4.6) that would violate
any applicable Rule Against Perpetuities or any similar rule of law, shall terminate twenty-one
(21) years after the death of the last survivor of the children and grandchildren of Robert F.
Kennedy who are alive on the Effective Date.



     5.11 Recordation of Conveyance. Grantor and Grantee shall file and record executed
counterparts of this Conveyance in official records as may be necessary and possible for the
purpose of providing constructive notice to third parties of Grantor’s and Grantee’s respective
rights and obligations hereunder with respect to the matters set forth herein.



Execution Page Follows




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     This Conveyance has been executed on the dates set forth below, to be effective as of the
Effective Date.



	 	 	 	 	 	 	 
	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIÉTÉ DES MINES DE TAPARKO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Mosher	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David Mosher	 	 
	 

	 	 	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Vanin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Daniel Vanin	 	 
	 

	 	 	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL GOLD, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donald Baker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Donald Baker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	V.P. Corporate Development	 	 
	 

	 	 	 	 	 	 















[EXECUTION PAGE TO CONVEYANCE OF TAIL ROYALTY]


 









 





ACKNOWLEDGMENT CERTIFICATIONS




[Notary block language or forms that conform to Burkina Faso law

to be provided by Burkina Faso counsel prior to execution]



[NOTARY PAGE TO CONVEYANCE OF TAIL ROYALTY]