PURCHASE AGREEMENT

Exhibit 10.1

PURCHASE AGREEMENT

     THIS PURCHASE AGREEMENT (“ Agreement ”), dated as of December 22, 2005 (the “ Effective Date ”), is between and among Royal Gold, Inc., a Delaware corporation (“ Buyer ”) and Kennecott Minerals Company, a Delaware corporation (“ KMC ”), Kennecott Montana Company, a Delaware corporation (“ Kennecott Montana ”), Kennecott Holdings Corporation, a Delaware corporation (“ Kennecott Holdings ”), Kennecott Rawhide Mining Company, a Delaware corporation (“ Kennecott Rawhide ”), and Kennecott Nevada Copper Company, a Delaware corporation (“ Kennecott Nevada ”) (each individually, a “ Seller ”, and collectively, the “ Sellers ”).

RECITALS

     A. Pursuant to the Asset Purchase and Sale Agreement for the Troy Mine and Rock Creek Project between and among Kennecott Montana and Revett Silver Company (f/k/a/ Sterling Mining Company) and Genesis, Inc. dated as of February 21, 2000, as amended by the First Amendment, effective May 18, 2001, the Second Amendment, effective August 1, 2001, the Third Amendment, effective February 1, 2003, the Fourth Amendment, effective January 26, 2005, and the Fifth Amendment, effective February 9, 2005 (collectively, the “ Revett Agreement ”), Kennecott Montana owns 2,250,000 shares of the common stock of Sterling Mining Company, now known as Revett Silver Company, a Montana corporation (“ Revett Silver ”); and

     B. Subject to any limitations approved by the shareholders of Revett Silver, the 2,250,000 shares of the common stock of Sterling Mining Company are exchangeable for (a) 2,250,000 shares of Class B common stock of Revett Silver; or (b) a combination of shares of Class B common stock of Revett Silver and common stock of Revett Minerals, Inc., a Canadian corporation (“ Revett Minerals ”), totaling 2,250,000 shares (Revett Silver and Revett Minerals being collectively referred to herein as “ Revett ” and the 2,250,000 shares of Sterling Mining Company now owned by Kennecott Montana and exchangeable as described above being referred to herein as the “ Shares ”); and

     C. Pursuant to the terms of the Revett Agreement, the Shares may be exchanged (the “ Royalty Conversion Right ”) for a two percent (2%) net smelter return royalty on any production from any mine developed on the real property described on Schedule 1-A hereto (the “ Rock Creek Royalty Property ”), payable by Revett Silver and RC Resources, Inc., a Montana corporation wholly-owned by Revett Silver (“ RC Resources ”) in accordance with the terms set forth in the Revett Agreement (the “ Rock Creek Royalty ”); and

     D. Pursuant to the terms of a December 20, 1989, Order of the Court entitled “Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement” entered in Silver King Mines, Inc. et al. v. Kennecott Corp., et al. , NO CV 89-4027 Dept. No. 9 (2 ^nd Judicial Dist., Nevada), as amended by the Amendment to Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement, entered by the court on December 11, 1990, and the Amendment No. 2 to Stipulation to Dismiss with Prejudice and to Confirm Settlement

Agreement, entered by the court on December 12, 1991 (“ Stipulation ”), Kennecott Holdings, Kennecott Rawhide and Kennecott Nevada are owners of a three percent (3%) net smelter return royalty (the “ Robinson Royalty ”) on the base metals and associated metals co-products (including precious metals) produced from the real property described on Schedule 1-B hereto (the “ Robinson Royalty Property” ); and

     E. Kennecott Holdings, Kennecott Rawhide and Kennecott Nevada are entitled to receive the Robinson Royalty following the funding of a trust fund for Reclamation and Remediation (each as defined in the Stipulation) of the Robinson Royalty Property (“ Trust Fund ”). Pursuant to the Stipulation, the proceeds of the Robinson Royalty are to be contributed to the Trust Fund until a total of Twenty Million and No/100 US Dollars (US$20,000,000.00) in principal and interest have been contributed, credited and/or accrued (“ Trust Fund Amount ”); and

     F. Pursuant to the Robinson Property Trust Ancillary Agreement between and among Kennecott Holdings, Kennecott Rawhide and Kennecott Nevada and BHP Copper, Inc. and BHP Nevada Mining Company dated September 12, 2003, as amended January 30, 2004 (“ Ancillary Agreement ”), the parties thereto agreed, among other things, to more fully define the Robinson Royalty (including protocol for conducting audits and resolving disputes regarding the Robinson Royalty) and the obligations to fund the Trust Fund; and

     G. Through various transactions, corporate acquisitions, reorganizations and name changes, as of the date hereof, Quadra Mining, Ltd, a corporation formed under the Company Act of British Columbia, and its wholly-owned subsidiary Robinson Nevada Mining Company, a Delaware corporation (collectively, “ Quadra ”), have assumed the responsibility of funding the Trust Fund and paying the Robinson Royalty to Kennecott Holdings, Kennecott Rawhide and Kennecott Nevada pursuant to the terms of the Stipulation and the Ancillary Agreement; and

     H. Pursuant to the Royalty for Technical Expertise Agreement dated March 23, 2001 (“ RTE ”), the Asset Purchase Agreement dated as of December 21, 2000 between and among Minera San Augusto, S.A. de C.V. (“ MSA ”), O.N.C. de Mexico, S.A. de C.V. (“ ONCM ”), now known as Minas de Oro Nacional S.A. de C.V. (“ MON ”), and National Gold Corporation (“ NGC ”)(as amended by the Amendment to Asset Purchase Agreement dated March 23, 2001 and the Second Amendment Agreement dated August 21, 2001) and the Assignment and Assumption Agreement dated March 23, 2001 between MSA, as assignor, and KMC and Tenedoramex S.A. de C.V., as assignees, (collectively, the “ Mulatos Agreements ”), KMC is the owner of a thirty percent (30%) portion of (i) a two percent (2%) Net Smelter Return royalty on all Products, other than Gold and Silver Products; and (ii) a sliding scale royalty on Net Smelter Returns on Gold and Silver Products, in each case as those capitalized terms are defined in the RTE, which royalties are payable until the first two million (2,000,000) ounces of gold have been mined, processed and sold or deemed sold from a mine or mines developed on the 27 concessions comprising the “ Mulatos Royalty Property ” (as described on Schedule 1-C hereto) payable by MON in accordance with the terms set forth in the Mulatos Agreements (the “ Mulatos Royalty ”); and

     I. Sellers desire to sell and convey their interests in the Mulatos Royalty, the Robinson Royalty and the Shares (along with the Royalty Conversion Right) to Buyer, and Buyer desires to acquire the same, pursuant to the terms set forth in this Agreement.

AGREEMENT

     In consideration of the mutual covenants contained in this Agreement, and other valuable consideration, the receipt of which is hereby acknowledged by the parties, Buyer and Sellers agree as follows:

ARTICLE I.

PURCHASE & SALE OF ASSETS

     1.1 Purchase and Sale of Assets . Upon the terms and provisions of this Agreement, at the Closing (as defined in Section 1.4), Buyer will purchase and accept delivery from Sellers, and Sellers will each sell, convey, assign, transfer and deliver to Buyer, all of each Seller’s respective right, title and interest (except that defined as Excluded Assets in Section 1.2, below) in and to the following (the “ Assets ”), free and clear of all (a) liens, claims, charges, equities or encumbrances of any kind created by, through or under Sellers; and (b) any restrictions whatsoever created by, through or under Sellers, except (i) with respect to the Shares and the Royalty Conversion Right, as stated in the Revett Agreement; (ii) with respect to the Robinson Royalty, as stated in the Stipulation and Ancillary Agreement; and (iii) with respect to the Mulatos Royalty, as stated in the Mulatos Agreements:

     (a) the Mulatos Royalty and the Robinson Royalty, and any and all rights of Sellers to receive all amounts accruing or deemed to accrue thereunder immediately following the Closing Date; and

     (b) the Shares and the Royalty Conversion Right if a written consent of Revett to assignment of the Royalty Conversion Right in form and content satisfactory to Buyer has been obtained as of the Closing (which written consent, if obtained, will be appended to this Agreement as Exhibit F); and

     (c) the rights of every nature, kind and description, whether accrued, contingent or otherwise (other than the Excluded Assets) (i) that are related to the Assets described in subsections (a) and (b) above and (ii) that are reasonably necessary to enforce or effectuate (A) any payment or disclosure obligations arising pursuant to the Rock Creek, Robinson or the Mulatos Royalties; (B) any inspection or audit rights related to such royalties; and (C) the Royalty Conversion Right (collectively, the “ Enforcement Rights ”). Buyer and Sellers acknowledge that some rights included in the Enforcement rights, such as a right to audit, might also be included in the Excluded Assets (as defined below) and that Buyer and Sellers might be required to coordinate exercise of such rights under applicable agreements.

     1.2 Excluded Assets and Liabilities . Notwithstanding any provision hereof or any schedule or exhibit hereto and regardless of any disclosure to Buyer:

     (a) Sellers will retain and not sell, convey or transfer, and the Buyer will not purchase or acquire, any right, title or interest in or to the following (collectively, the “ Excluded Assets ”):

     (i) Any and all rights or interest under the Stipulation and the Ancillary Agreement, other than the rights in the Robinson Royalty and the Enforcement Rights related thereto, but including any right of Seller to review the reasonableness of any Remediation and Reclamation activities (as defined in the Stipulation and the Ancillary Agreement), approve or object to such activities or the characterization or costs thereof, submit any resulting disputes or disagreements to mediation, arbitration or litigation, and enforce the results thereof, and any and all rights or interest under the Stipulation and the Ancillary Agreement to any portion of the Trust Fund remaining following full completion of the Reclamation and Remediation activities on the Robinson Royalty Property;

     (ii) Any and all rights or interest under the Mulatos Agreements acquired by KMC pursuant to the Mulatos Agreements, other than the rights in the RTE and the Enforcement Rights related thereto, but including any Seller’s right and interest in and to any portion of (A) the Kennecott Advanced Amount Promissory Note, the Kennecott IVA Promissory Note, the Kennecott Deferred Closing Payment, the Kennecott $525,000 Note, the Kennecott $225,000 Note, the Kennecott Debenture, the Guarantee, the Capital Payments and the Royalty Reserve Payments, each of which is defined in that Second Amendment Agreement dated August 21, 2001 and all of which have been satisfied or paid in full to KMC prior to the Effective Date; (B) the Security and the Security Documents, each as defined in the Kennecott Debenture; and (C) the Share Option Agreements, each of which is dated March 23, 2001, with KMC as optionee and Albert Matter and National Gold Corporation as optionors (collectively, (but excluding the RTE and the related Enforcement Rights), the “ Mulatos Obligations ”);

     (iii) Any and all rights or interest under the Revett Agreement, other than the rights in the Shares, the Royalty Conversion Rights and the Enforcement Rights related thereto, but including any Seller’s rights or interest in and to any portion of the promissory note (and principal and interest paid thereon) in the principal amount of Five Million and No/100 Dollars (US$5,000,000) payable to Kennecott Montana by Revett and its affiliates; and

     (iv) If the consent of Revett to conveyance to Buyer of the Royalty Conversion Right described in Section 1.1(b) hereof is not obtained prior to Closing, the Shares, the Royalty Conversion Right and the Enforcement Rights related thereto shall constitute an Excluded Asset; and all recitals, representations, warranties, covenants and obligations related to such Shares, Royalty Conversion Right and Enforcement Rights with respect to the Shares, Royalty Conversion Right and Rock Creek Royalty shall be deemed to have been stricken from this Agreement and will be null and void and a statement to that effect will be attached to this Agreement as Exhibit D.

     (b) Buyer is not assuming any liability, obligation or commitment of any Seller, whether known or unknown, actual or contingent, now-existing or arising with notice or lapse of time, and expressly disclaims, in whole and in part, the assumption of all such liabilities, obligations or commitments (“ Excluded Liabilities ”). The Excluded Liabilities include, but are not limited to, the following:

     (i) Any and all obligations and liabilities of any Seller relating to or arising from environmental or other conditions of any portion of the Robinson Royalty Property, the Mulatos Royalty Property or the Rock Creek Royalty Property, including, but not limited to, any responsibility to fund or perform Reclamation or Remediation activities as provided in the Stipulation or the Ancillary Agreement; and

     (ii) Any and all obligations and liabilities of any Seller to Quadra or any predecessor or successor in interest of Quadra as to any portion of the Robinson Royalty Property or the Trust Fund or to any other entity resulting from, arising under or pursuant to the Stipulation or the Ancillary Agreement, including, but not limited to, any obligation of any Seller to review and approve or object to the Remediation and Reclamation being performed on the Robinson Royalty Property and the expenditure of funds therefor from the Trust Fund or any obligation for net proceeds of minerals or other taxes attributable to funds contributed, credited and/or accrued to the Trust Fund; and

     (iii) Any and all obligations and liabilities of any Seller to MON, Alamos Gold, Inc., successor by merger to National Gold Corporation (“ Alamos ”), or any other person or entity that relates in any manner to the obligation to sell, assign, transfer or convey, or the alleged failure to sell, assign, transfer or convey, the Continuación de Virgencita concession (“ Virgencita Concession ”) included in the Mulatos Royalty Property; and

     (iv) Any and all obligations and liabilities under the RTE for the prior or future performance of technical services pursuant to the Mulatos Agreements; and

     (v) Any and all obligations and liabilities of any Seller that result from or arise under any breach or violation of any obligation or representation or warranty of, or default in performance under, the Revett Agreement, the Stipulation or the Ancillary Agreement or the Mulatos Agreements.

Provided, however, that Sellers shall not be responsible for any liability, obligation or commitment included in the Excluded Liabilities to the extent Buyer takes any affirmative action, without the consent of KMC, to supplement, reduce or otherwise amend the Assets that materially and adversely affects a Seller’s rights or increases a Seller’s obligations or liabilities with respect to the Excluded Liabilities. For purposes of clarification, an omission or other failure to act, such as a waiver, shall not constitute an “affirmative action” on the part of Buyer.

     1.3 Purchase Price . In exchange for the Assets, Buyer will pay to Sellers at the Closing TWENTY-SIX MILLION EIGHT HUNDRED THOUSAND AND NO/100 US DOLLARS (US$26,800,000.00) (“ Purchase Price ”) by wire transfer to an account designated by KMC. If the consent described in Section 1.1(b) hereof has not been obtained as of Closing, the Purchase Price due at Closing shall be reduced to TWENTY FIVE MILLION AND NO/100 US DOLLARS (US$25,000,000.00).

     1.4 Closing . Purchasers and Buyer shall consummate and close the transactions contemplated herein (“ Closing ”), at Sellers’ offices located at 224 North 2200 West, Salt Lake City, Utah (or at such other place as the parties may mutually agree) at 10:00 o’clock a.m., local time, on or before five (5) business days after the Effective Date (the “ Closing Date ”). The Closing Date may be postponed to a later time and date by mutual agreement of the parties. If the Closing is postponed, all references to the Closing Date in this Agreement shall refer to the postponed date.

     1.5 Documents to be Delivered at Closing .

     (a) At the Closing, Sellers will deliver to Buyer, in form and substance satisfactory to the counsel of Buyer:

     (i) If the Shares are included in the Assets at Closing:

     (ii) As to the Robinson Royalty:

     (iii) As to the Mulatos Royalty:

     (iv) Such other certificates and documents as Buyer or its counsel may reasonably request.

     (b) At the Closing, Buyer will deliver to Sellers, in form and substance satisfactory to the collective counsel of Sellers:

     (i) The Purchase Price by transfer of immediately available funds to such account at such location as KMC may direct; and

     (ii) Such other certificates and documents as Sellers or their collective counsel may reasonably request.

     1.6 Passage of Title at Closing . At the Closing, all right, title and interest of Sellers in and to all of the Assets will be vested in Buyer.

     1.7 Cooperation . Sellers and Buyer shall cooperate and use reasonable efforts before Closing to attempt to obtain the consent of Revett to conveyance to Buyer of the Royalty Conversion Right as described in Section 1.1(b) hereof.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF BUYER

     As of the Effective Date and the Closing Date, Buyer represents and warrants to Sellers as follows:

     2.1 Organization of Buyer . Buyer is (a) a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and (b) is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required in connection with the performance or satisfaction of an obligation hereunder.

     2.2 Authorization of Transaction . Buyer has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and Buyer has been duly authorized by all requisite corporate action to execute, deliver and fully perform under the same. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any person or governmental agency in order to consummate the transactions contemplated by this Agreement.

     2.3 Buyer Noncontravention; Consents . Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of Buyer’s organizational documents or (b) conflict with, require consent under, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, instrument or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any lien upon any of its assets).

     2.4 Brokers’ Fees . Buyer has no liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Sellers could become liable or obligated.

     2.5 Litigation . There is no claim, action, suit, proceeding or governmental investigation pending or, to Buyer’s knowledge, threatened against or involving Buyer that questions the validity of this Agreement or seeks to prohibit, enjoin, or otherwise challenge the transactions contemplated by this Agreement.

     2.6 Buyer’s Diligence . Buyer represents that it has conducted such due diligence as it deems necessary or appropriate concerning the Assets, and Buyer has entered into this Agreement and will complete the transactions contemplated by this Agreement on the basis of its own diligence. Buyer has reviewed such public records as Buyer deems necessary or appropriate

in connection with its due diligence activities. Buyer has requested from Sellers such documents and other information in Sellers’ possession as Buyer deems necessary or appropriate in connection with its due diligence activities. Buyer is fully satisfied with (a) Sellers’ response to Buyer’s requests for such information, (b) Buyer’s review of all information related to the Assets that Sellers have provided or made available to Buyer in response to Buyer’s requests for information, and (c) Buyer’s review of public records. Buyer further represents that it has examined this Agreement including its Exhibits and is relying on its own economic, feasibility, environmental, safety and financial analyses with respect to its plans regarding the Assets and the suitability of the Assets for Buyer’s purposes.

     2.7 Other Representations and Warranties . Buyer further represents that, as of the Effective Date, it has no knowledge that any of the representations or warranties given or made by Sellers in this Agreement are inaccurate or incomplete and that, except for the representations and warranties of Sellers set forth in this Agreement: (a) Buyer accepts the Assets “AS IS, WHERE IS, WITH ALL FAULTS” and (b) neither Sellers nor any of their affiliates or representatives have made any other representation or warranty, express or implied, with respect to the Assets, including, in particular, any representation or warranty that the Assets are suitable for any particular purpose.

ARTICLE III.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLERS

     As of the Effective Date and the Closing Date, Sellers, jointly and severally, represent and warrant to Buyer as follows:

     3.1 Organization, Qualification, and Corporate Power . Each Seller (a) is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation; and (b) is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each Seller has full corporate power and authority and all licenses, permits, and authorizations necessary to own the Assets attributed to it hereunder. No Seller is in default under or in violation of any provision of its organizational documents.

     3.2 Authorization of Transaction . Each Seller has the corporate power and authority to execute and deliver this Agreement and each of the collateral agreements specified herein and to perform fully its respective obligations hereunder and thereunder, and each Seller has been duly authorized by all requisite corporate action of such Seller to execute, deliver and fully perform under the same. This Agreement is, and on the Closing Date each of the collateral agreements specified herein to which a Seller is a party will be, legal, valid and binding obligations of such Seller, enforceable against it in accordance with their respective terms . No Seller need give any notice to, make any filing with, or obtain any authorization, consent (except for the consent required of Revett as described in Section 1.1(b) hereof) or approval of any person or governmental agency in order to consummate the transactions contemplated by this Agreement.

     3.3 Seller Noncontravention; Consents . Neither the execution and the delivery of this Agreement or the collateral agreements specified herein by Sellers nor the consummation of the transactions contemplated hereby by Sellers will (a) violate, contravene or result in a breach or default under any constitution, statute, regulation, rule, injunction, judgment, order or other restriction of any government, governmental agency, or court to which a Seller is subject or any provision of a Seller’s organizational documents or, (b) conflict with, require consent under (except for the consent required of Revett as described in Section 1.1(b) hereof), result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, instrument or other arrangement to which a Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any lien upon any of such assets).

     3.4 Brokers’ Fees . No Seller has any liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable or obligated.

     3.5 Agreements Related to the Assets . Except as provided in Section 10.5 or as otherwise disclosed in this Agreement, to Sellers’ knowledge, no Seller or counter-party of any Seller to any agreement related to the Assets is in material breach or default, or is alleged to be in material breach or default, of any such agreement, and no event has occurred which, with notice or lapse of time, would reasonably be expected to form the basis of such a breach or default. To Sellers’ knowledge, no Seller is a party to any agreement that is material to this transaction or that directly affects the Assets in any material way that has not been disclosed to Buyer. Except for payments made to the Trust Fund, (a) no Seller has accepted or received, and no payor has been credited with, any advance payments against the Robinson Royalty or Mulatos Royalty; and (b) no Seller is a party to any agreement pursuant to which any payment owed under the Robinson or Mulatos Royalties may be reduced by or offset against any amounts owing by one or more Sellers.

     3.6 Litigation . Except as provided in Section 10.5 or as has been disclosed by Sellers to Buyer, to Sellers’ knowledge, the Assets are not subject to, and no outstanding threat exists which would make the Assets subject to, any action, proceeding, claim, demand, suit, investigation, inquiry or audit before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator or mediator. Except as provided in Section 10.5 or as has been disclosed by Sellers to Buyer, Sellers have not been notified of any claim, action, suit, proceeding or investigation pending or, to Sellers’ knowledge, threatened against or involving any Seller that questions the validity of this Agreement or seeks to prohibit, enjoin, or otherwise challenge the transactions contemplated by this Agreement.

     3.7 Disclosure . E