exv10w3



 






Exhibit 10.3




CONVEYANCE OF PRODUCTION PAYMENTS

(PP1 AND PP2)




          This CONVEYANCE OF PRODUCTION PAYMENTS (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 agreed to grant to Grantee, among other things, certain production
payments relating to the Taparko – Bouroum Project, as more specifically described herein.




          D. 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,”
“Conveyance of Tail Royalty and Grant of Milling Fee,” “Effective Date,” “First
Amendment,” “Funding Agreement,” “Grantor,” “Grantee” and “Original
Funding Agreement” 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 fixed
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; provided. however, that
for the purposes of calculating PP2, in no event shall the Average Gold Price exceed $1000 per
ounce.




          “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.




          “Grantor’s Account” means Grantor’s metals account at Citibank NA in London, England,
or such other metals account as Grantor may hereafter establish.




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




          “Month” means a calendar month.





          “PP1” has the meaning set forth in Section 2.1(a) below.




          “PP2” has the meaning set forth in Section 2.2(b) below.




          “PP2 Production Payment Rate” means the rate, expressed as a percentage, calculated as
follows:





     (a) when the Average Gold Price for such Month is $430 per ounce or more, the Average
Gold Price for such Month divided by 100 (e.g., a $440 gold price divided by 100 = 4.4%);




     (b) when the Average Gold Price for such Month is $385 per ounce or less, the Average
Gold Price for such Month divided by 90; and




     (c) when the Average Gold Price for such month is between $385 and $430 per ounce,
4.3%.



          “Planned Recoverable Ounces” means 804,420 troy ounces of gold.




          “Production Payments” shall have the meaning given such term in Section 2.1 hereof.




          “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.




          “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.




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          “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.




          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




          2.1 Conveyance. Subject to the limitations set forth in this Article II, Grantor
hereby grants, bargains, sells, conveys, assigns, sets over and delivers unto Grantee, as
production payments, the following (each, a “Production Payment” and collectively, the
“Production Payments”):




          (a) A fifteen percent (15%) production payment in and to all gold contained in the
Through-Put Production, such production payment to be calculated as follows: (i) the total troy
ounces of gold 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) fifteen percent (15%) (the foregoing production payment is hereinafter
called “PP1”); and




          (b) A variable rate production payment in and to all gold contained in the Through-Put
Production, such production payment to be calculated as follows: (i) the total troy ounces of




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gold 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) the PP2 Production Payment Rate (the foregoing production payment is
hereinafter called “PP2”).




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




          2.2 Limitations and Termination.




          (a) PP1 shall remain in full force and effect until the earlier of (i) payments made to
Grantee under PP1 equaling US $35,000,000 (which, for greater certainty, shall include payments on
account of withholdings if and to the extent required by applicable law, and all other applicable
taxes) or (ii) the amount of the Through-Put Production is equal to or greater than the Planned
Recoverable Ounces, and Grantor has made all payments under PP1 required to be made with respect
thereto.




          (b) PP2 shall remain in full force and effect until the termination of PP1.




          (c) Upon termination of the Production Payments as above provided, all rights, titles and
interests herein conveyed by Grantor shall automatically terminate and vest in Grantor and, upon
request of Grantor, Grantee shall execute and deliver such instrument or instruments as may be
necessary to evidence the termination of the Production Payments.




          2.3 Limitation on Recourse. Grantee shall look solely to the Lands and, with respect
to production from lands other than the Lands, the Through-Put Production, for satisfaction and
discharge of the Production Payments, and Grantor shall not be personally liable for the payment
and discharge thereof.




          2.4 Non-Operating, Non-Expense-Bearing Interests. The Production Payments conveyed
hereby are non-operating, non-expense-bearing interests in and to production from the Lands and the
Through-Put Production from lands other than the Lands, 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 Production Payments 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
certainty, all Production 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.




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ARTICLE III




Payment Procedures; Reports




          3.1 Payments of Production Payments. Payments of the Production Payments 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 Production Payments.




          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 Production Payments 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 Production Payments. 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 of Production Payments made in any calendar 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 calendar year. Grantor shall account for any agreed
upon deficit or excess in payments of Production Payments made to Grantee by adjusting the next
monthly statement and payment following completion of such audit to account for such deficit or
excess.




ARTICLE IV




Additional Rights, Obligations and Covenants of the Parties




          4.1 Commingling of Production. 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. 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




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          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. 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




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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;




          (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




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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 No Abandonment of Properties. Until satisfaction of the Production Payments,
Grantor shall not abandon the Taparko – Bouroum Project, which shall include, without limitation,
suspension of construction, operation of maintenance of the Taparko – Bouroum Project, except for
cessation of operations under care and maintenance.




          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, payment by the
refiner and/or smelter directly to Grantee of amounts due hereunder (i) in cash or, (ii) upon
request by Grantee and if not prohibited by applicable law, in kind. If the “in kind” arrangement
is possible with a refiner, then such relationship shall be a direct relationship between Grantee
and the refiner with respect to the payment and production to be taken in kind, with no further
involvement, obligation, liability, or risk of loss to Grantor or High River Gold Mines Ltd., a
corporation formed under the laws of Canada, after credit of the applicable cash payment to the
account of Grantee, such that the conversion to “in kind” shall be upon such terms and conditions
as the refiner and Grantee agree.




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
Production Payments 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. The party assigning its interests under this
Conveyance shall provide written notice of such assignment to the other party pursuant to Section
5.2.




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          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 TAB-KOM,

Secteur 25

Burkina Faso

Attention: Directeur Generale

Facsimile: 226-50-358187



with a copy to Cassels Brock & Blackwell LLP:



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.




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          5.4 Relationship of the Parties. The relationship of the parties hereto is
contractual only. The Production Payments 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 Production Payments 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. These Production Payments
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 Taparko
Processing Facility after the Effective Date of this Conveyance, unless Grantee specifically so
provides in writing. Grantee’s rights to payments under the Production Payments 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.




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          (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.




          (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.




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          (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.




     (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.



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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	 
	 




 









 





ACKNOWLEDGMENT CERTIFICATIONS




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

to be provided by Burkina Faso counsel prior to execution]