CONTRIBUTION AGREEMENT IN SUPPORT OF SOMITA FUNDING AGREEMENT

Exhibit 10.5

CONTRIBUTION AGREEMENT
IN SUPPORT OF SOMITA FUNDING AGREEMENT

     This CONTRIBUTION AGREEMENT IN SUPPORT OF SOMITA FUNDING AGREEMENT (this “ Agreement ”) dated as of February 22, 2006, is from HIGH RIVER GOLD MINES LTD., a corporation formed under the federal laws of Canada (“ High River ”) to and for the benefit of ROYAL GOLD, INC., a Delaware corporation (“ Royal Gold ”).

Recitals

     A. Société des Mines de Taparko, also known as SOMITA, SA, a société anonyme formed under the laws of the Republic of Burkina Faso (“ Somita ”) and Royal Gold 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, 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, Royal Gold agreed to provide funding to Somita in the amount of U.S.$35,000,000 to be used in the development of the Project (defined below) in Burkina Faso.

     B. High River is the indirect owner of 90% of the issued and outstanding shares of Somita, through its subsidiary High River Gold Mines (West Africa) Ltd., a corporation formed under the laws of the Cayman Islands (“ Shareholder ”). The Government of the Republic of Burkina Faso is the owner of the remaining 10% of the issued and outstanding shares of Somita.

     C. In connection with the funding by Royal Gold, High River has agreed to provide a guaranty (“ Guaranty I”) of performance by Senet CC, a South African corporation, (“ Senet ”) of Senet’s obligations under the Taparko/Bouroum Project Contract Agreement dated February 3, 2006, in addition to the performance bond provided by Senet, and High River has agreed to secure that guaranty by a pledge of its shares of stock of Intrepid Minerals Corporation and Pelangio Mines Inc. (“ Pledge I ”).

     D. Also in connection with the Funding Agreement, High River has agreed to provide a guaranty of the obligations of Somita to develop and complete the Project, and of other obligations of Somita and of High River, (“ Guaranty II ”) and has agreed to secure that guaranty by a pledge of all of the shares of stock of the Shareholder owned by High River Gold Mines (International) Ltd. and all of the shares owned by the Shareholder of the stock of Somita (“ Pledge II ”).

     E. In addition to other obligations of High River under the guaranties and pledges described above, it is a condition precedent to Royal Gold’s obligation to disburse the Second Tranche under the Funding Agreement that (i) High River shall execute and deliver to Royal Gold an undertaking by High River to fund $10,847,383 of the Project after Royal Gold has funded $13,772,479 pursuant to the Tranche Funding Schedule (attached to the Funding Agreement as Schedule V), and shall make such additional fundings as may be required in the

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event of cost overruns and (ii) High River’s obligations under this Agreement shall be secured by the pledges described above.

     F. The board of directors of High River has determined that (i) High River will derive substantial direct and indirect benefit from the transactions contemplated by the Funding Agreement and the documents related thereto, (ii) Somita’s continuing ability to obtain the funding from Royal Gold under the Funding Agreement is important to the financial success of Somita and High River, (iii) High River will derive economic benefit from the financial success of Somita, and (iv) it is in the best interests of High River, and necessary and convenient to the conduct, promotion and attainment of the business of High River, for High River to provide additional funding for the Project as provided in this Agreement.

     G. This Agreement is executed and delivered to Royal Gold by High River to induce Royal Gold to disburse the Second Tranche to Somita under the Funding Agreement and in satisfaction of a condition precedent to Royal Gold providing such funding. High River acknowledges and agrees that Royal Gold would not provide the funding to Somita under the Funding Agreement unless High River executed and delivered this Agreement.

Agreement

     THEREFORE, in consideration of Royal Gold’s providing funding as set forth in the Funding Agreement, and the benefits to be derived therefrom by High River, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, High River agrees as follows:

     1.  Definitions . Reference is hereby made to the Funding Agreement for all purposes. All terms used in this Agreement that are defined in the Funding Agreement and not otherwise defined herein shall have the same meanings when used herein. As used herein, terms defined above in the recitals shall have the meanings indicated above, and the following terms shall have the following meanings:

     “ Additional RGI Interests ” means the additional production payments, tail royalties and milling fees acquired by Royal Gold pursuant to paragraph 6 below.

     “ High River Gold Unit ” means one HRG Share and one warrant to purchase one HRG Share, as more specifically described in paragraph 5 below.

     “ HRG Share ” means a share of the common stock of High River.

     “ Original Milling Fee ” means the Milling Fee granted to Royal Gold pursuant to the Conveyance of Tail Royalty and Grant of Milling Fee.

     “ Original Production Payments ” means the PP1 and PP2 production payments conveyed to Royal Gold pursuant to the Conveyance of Production Payments.

     “ Original RGI Interests ” means the Original Production Payments, the Original Tail Royalty and the Original Milling Fee, collectively.

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     “ Original Tail Royalty ” means the Tail Royalty conveyed to Royal Gold pursuant to the Conveyance of Tail Royalty and Grant of Milling Fee.

     “ 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.

     “ Share Purchase Price ” means, for each HRG Share, the 5-day volume weighted average trading price (as described in the TSE Company Manual) for such HRG Share, such 5-day period ending on the date of valuation of such HRG Share.

     “ TSE ” means the Toronto Stock Exchange.

     2.  Funding Obligation .

     (a) Beginning April 1, 2006, High River shall make monthly fundings to Somita totalling $10,847,383 as shown in the table set forth below, bringing the total contributions to the Project by High River/Somita to $33,000,000. Further, in the event that Somita experiences cost overruns above the expected costs set forth in the “Cumulative CAPITAL” column of the Somita Funding Requirements chart set forth as Schedule I hereto such that Somita is unable to achieve a Project Milestone without additional funding, High River shall provide Somita with such additional funding. High River’s funding obligations set forth in this paragraph 2(a) are herein collectively called the “ HRG Fundings ” and each is individually called an “ HRG Funding .”

     (b) Each of the HRG Fundings set forth in the table above shall be made on or before the first day of the respective month. Each HRG Funding to fund cost overruns shall occur within five Business Days after request for funding by Somita or request by Royal Gold, if Royal Gold makes such request as provided in the Funding Agreement. Each HRG Funding shall be

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made by wire transfer of immediately available funds into the account designated by Somita, or if the request for funding was made by Royal Gold, into the account designated by Royal Gold.

     (c) The HRG Fundings are in addition to, and not in lieu of, any and all obligations of High River under each other Funding Document to which High River is a party.

     3.  High River Failure to Fund . If High River shall fail to make any HRG Funding within five Business Days after request by Somita, or by Royal Gold acting on behalf of Somita, Royal Gold shall have right, in its sole discretion, to elect, within 15 days after such failure by HRG, either (a) to provide funding in the amount of the HRG Funding that High River failed to fund, in which event Royal Gold shall have the options set forth in paragraph 4 below, or (b) to declare a default hereunder and under the Funding Agreement, in which event Royal Gold shall have all of its rights and remedies set forth herein and in all of the other Funding Documents and as provided in equity and at law. Royal Gold may make the election to fund provided herein by delivering notice in writing to High River designating its election of one of the options set forth in paragraph 4.

     4.  Royal Gold Funding Option . If Royal Gold shall elect to provide funding in the amount of the HRG Funding that High River failed to fund, Royal Gold may elect to acquire either High River Gold Units as provided in paragraph 5 below, or Additional RGI Interests as provided in paragraph 6 below.

     5.  Election to Acquire High River Gold Units .

     (a) If Royal Gold elects to acquire High River Gold Units, High River shall promptly deliver to Royal Gold that number of High River Gold Units as have an aggregate value equal to the amount of the HRG Funding that High River failed to fund, subject to TSE approval, which approval HRG shall use best efforts to obtain.

     (b) The value of each High River Gold Unit delivered Royal Gold shall be equal to the Share Purchase Price of one HRG Share on the date of Royal Gold’s election less the maximum discount allowed by the TSE off such Share Purchase Price.

     (c) Each warrant included in a High River Gold Unit shall be exercisable for 24 months following the receipt by Royal Gold of the respective High River Gold Unit, with an exercise price equal to 125% of the Share Purchase Price for the HRG Share in such High River Gold Unit. Each warrant delivered to Royal Gold pursuant to this Agreement shall be in the form of Exhibit A hereto, and subject only to the four-month holding period required by Canadian law, each HRG Share underlying such warrant shall be freely tradable by Royal Gold without restriction immediately following the exercise of such warrant by Royal Gold.

     (d) Each HRG Share delivered to Royal Gold shall be represented by a certificate or certificates, registered in the name of Royal Gold, and shall be issued and delivered to Royal Gold as soon as practicable after Royal Gold’s election to acquire High River Gold Units. Royal Gold shall be deemed to have become the holder of record of such shares on the date on which Royal Gold exercised its election to acquire High River Gold Units, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment

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is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Each HRG Share delivered to Royal Gold pursuant to this Agreement shall be registered on the TSE and, subject only to the four-month holding period required by Canadian law, shall be freely tradable by Royal Gold immediately following the delivery thereof.

     (e) No fractional shares shall be issued upon the exercise by Royal Gold of its right to acquire High River Gold Units as a consequence of any calculation of the number of HRG Shares to be delivered to Royal Gold pursuant hereto or pursuant to the Warrants. All HRG Shares (including fractions) issuable upon exercise by Royal Gold pursuant hereto or the Warrants may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. High River shall, in lieu of issuance of any fractional share, pay Royal Gold a sum in cash equal to the product resulting from multiplying the Share Purchase Price of an HRG Share by such fraction.

     6.  Election to Acquire Additional RGI Interests . If Royal Gold shall elect to acquire Additional RGI Interests, High River shall (a) cause Somita to deliver to Royal Gold assignments of additional production payments, in form and substance the same as the Original Production Payments, but in an amount calculated as set forth below, and (b) shall execute and deliver to Royal Gold a Consideration Agreement in the form of Exhibit B attached hereto agreeing to pay Royal Gold amounts calculated as set forth below. The amounts of the Additional RGI Interests to be delivered to Royal Gold shall be equal to the amounts of the Original RGI Interests times the percentage that results from dividing the amount of the HRG Funding that High River failed to fund by $35,000,000. For example, if High River fails to make an HRG funding in the amount of $5,000,000, and if Royal Gold elects to fund such amount in return for Additional RGI Interests, the rates of PP1 and PP2, and the monetary equivalents of the Tail Royalty and the Milling Fee to be delivered pursuant to the Additional RGI Interests would be 14.2% of the Original RGI Interests. In addition, the form of documentation of the Additional RGI Interests will reflect the additional amount of funding provided by Royal Gold and all limitations set forth in such documentation shall be equal to the amount of funding provided by Royal Gold.

     7.  Representations and Warranties . High River hereby represents and warrants to Royal Gold as follows:

     (a) High River is a corporation duly organized, validly existing and in good standing under the federal laws of Canada, having all powers required to carry on business and enter into and carry out the transactions contemplated hereby. High River is duly qualified, in good standing, and authorized to do business in all jurisdictions wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to so qualify could not have a Material Adverse Effect.

     (b) High River has the requisite power to own and operate its properties, to carry on business and to execute, deliver, and perform this Agreement and each of the other Funding Documents to which it is or will be a party. High River has duly taken all action necessary to

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authorize the execution and delivery by it of the Funding Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.

     (c) The execution and delivery by High River of this Agreement and the other Funding Documents to which it is a party, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) conflict with any provision of (A) any Law applicable to High River or its business, (B) its organizational documents, or (C) any material agreement, judgment, license, order or permit applicable to or binding upon it or to which its assets are subject, (ii) result in the acceleration of any Indebtedness owed by it, or (iii) result in or require the creation of any Lien upon any assets or properties owned by it except as expressly contemplated or permitted in this Agreement or the other Funding Documents. Except as expressly contemplated in this Agreement or the other Funding Documents, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Tribunal or third party is required (x) in connection with the execution, delivery or performance of this Agreement or any other Funding Documents to which it is a party, or (y) to consummate any transactions contemplated by this Agreement or any other Funding Documents to which it is a party.

     (d) This Agreement is, and the other Funding Documents to which High River is a party, when duly executed and delivered will be, legal, valid and binding obligations of High River, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors’ rights, and subject to the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that rights of indemnity, contribution and waiver of contribution may be limited under applicable law.

     (e) Upon giving effect to the execution of the other Funding Documents to which High River is a party and the consummation of the transactions contemplated hereby and thereby (i) High River will be solvent (as such term is used in applicable bankruptcy, liquidation, receivership, insolvency or similar Laws), and the sum of High River’s absolute and contingent liabilities, including the Obligations or guarantees thereof, shall not exceed the fair market value of High River’s assets, and (ii) High River’s capital will be adequate for the businesses in which High River is engaged and intends to be engaged. High River has not incurred (whether hereunder, under the other Funding Documents to which it is a party or otherwise), nor does High River intend to incur, or believe that it will incur, debts that will be beyond its ability to pay as such debts mature.

     (f) High River does not have in effect any shareholder rights plan, poison pill or other agreement (a “ Poison Pill ”) that could be triggered upon the sale of the High River Gold Units (including the exercise of the warrants), which could make the HRG Shares or High River’s financial condition less desirable to Royal Gold as a result of the acquisition of the High River Gold Units or the exercise of the warrants.

     (g) High River’s contributions to Somita for the Project through the date of this Agreement total $22,152,617.

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     8.  Covenants . High River hereby covenants and agrees as follows:

     (a) All HRG Shares delivered to Royal Gold shall be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof.

     (b) High River shall at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the HRG Shares to provide for Royal Gold’s exercise of rights set forth in this Agreement. If at any time the number of authorized but unissued shares of such series of High River’s equity securities shall not be sufficient to permit Royal Gold to exercise its rights under this Agreement, High River shall take such corporate action as may be necessary to increase its authorized but unissued shares of such series of High River’s equity securities to such number of shares as shall be sufficient for such purposes. High River shall use its best efforts to obtain all consents necessary to issue the High River Gold Units to Royal Gold.

     (c) High River shall not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue of securities to shareholders of High River generally or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by High River, but shall at all times in good faith assist in the carrying out of all the provisions of this Agreement and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Royal Gold against impairment. In the case of any reclassification or change of outstanding securities issuable upon acquisition by Royal Gold of High River Gold Units, any consolidation or merger of High River with or into another corporation (other than a merger with another corporation in which High River is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon acquisition of High River Gold Units), or any sale or transfer to another corporation of all, or substantially all, or the property of High River, then, as a condition to such event, High River (or such successor or purchasing corporation, as the case may be) shall make lawful and adequate provisions whereby the number and class of shares available hereunder and under the warrants in the aggregate and the Share Purchase Price shall be correspondingly adjusted to give Royal Gold the total number, class, and kind of shares as Royal Gold would have owned hereunder and as would have been available under the warrants had Royal Gold exercised its right to acquire High River Gold Units prior to the event and had Royal Gold continued to hold such High River Gold Units until after the event requiring adjustment. For greater certainty, in the event that High River adopts or approves a shareholder rights plan or similar plan, no adjustment will be made to the rights of Royal Gold hereunder or under the warrants until such time as the rights issued pursuant to such shareholder rights plan or similar plan becomes exercisable. High River shall not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than High River) resulting from such consolidation or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to Royal Gold the obligation to deliver to Royal Gold such shares of stock, securities or assets as, in accordance with the foregoing provisions, Royal Gold may be entitled to acquire.

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     (d) If any other event occurs as to which the other provisions of this paragraph 8 are not strictly applicable or if strictly applicable would not fairly protect the rights of Royal Gold with respect to the High River Gold Units in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of HRG Shares available hereunder and under the warrants, the Share Purchase Price or the application of such provisions, so as to protect the rights of Royal Gold. The adjustment shall be such as to give Royal Gold upon exercise the total number, class and kind of HRG Shares as it would have owned and as would have been available under the warrants had Royal Gold exercised its rights with respect to the High River Gold Units prior to the event and had it continued to hold such High River Gold Units until after the event requiring adjustment.

     9.  Events of Default . The occurrence and continuation of any of the following shall constitute an Event of Default hereunder:

     (a) High River fails to fund an HRG Funding Amount on the date due and Royal Gold elects (in its sole discretion) to declare a default rather than to fund the HRG Funding Amount;

     (b) High River fails to deliver the High River Gold Units, if Royal Gold makes the election to acquire the same pursuant to paragraph 5, or High River fails to deliver the Additional RGI Interests, if Royal Gold makes the election to acquire the same pursuant to paragraph 6;

     (c) any representation or warranty made by High River under any Funding Document to which it is a party shall prove to have been incorrect in any material respect when made;

     (d) High River fails to perform or observe any term, covenant or agreement contained in any Funding Document to which it is a party;

     (e) High River, International, Shareholder or Somita generally does not pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against High River, International, Shareholder or Somita seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief of the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial party of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) occurs; or High River, International, Shareholder or Somita takes any corporate action authorizing any of the actions set forth above; or

     (f) any Event of Default shall have occurred under the Funding Agreement.

Upon the occurrence of an Event of Default, Royal Gold shall have all or its rights and remedies set forth herein and in all of the other Funding Documents and as provided in equity and at law.

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     10.  Amendments . No provision or term of this Agreement may be amended, modified, revoked, supplemented, waived or otherwise changed except by a written instrument duly executed by High River and Royal Gold and designated as an amendment, supplement or waiver.

     11.  Agreement Reinstated. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by Royal Gold, all as though such payment had not been made.

     12.  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 High River:

High River Gold Mines Ltd.
155 University Avenue
Suite 1700
Toronto, Ontario M5H 3B7
Attention: President
Facsimile: (416) 360-0010

     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 Royal Gold:

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

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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.

     13.  Captions and Headings . The captions and headings of the various sections of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof.

     14.  Binding Effect . This Agreement will be binding on High River and its successors and permitted assigns, and will inure to the benefit of Royal Gold and all successors and permitted assigns of Royal Gold. High River consents to the assignment of all or any portion of the rights of Royal Gold hereunder in connection with any permitted assignment of the rights of Royal Gold under the Funding Agreement or the Conveyances with prior notice to High River.

     15.  Waiver . Royal Gold shall not be deemed to have waived any provision of this Agreement unless such waiver is in writing and is signed by Royal Gold.

     16.  Provisions Several/Illegality . The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions herein contained unenforceable or invalid and in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

     17.  Choice of Law . This Agreement has been negotiated, executed and delivered in Denver, Colorado, and is intended to be construed in accordance with the laws of the State of Colorado.

     18.  Consent to Jurisdiction; Waiver of Jury Trial, etc. .

     (a) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON EXCLUSIVE JURISDICTION OF, AT THE ELECTION OF ROYAL GOLD, ANY UNITED STATES FEDERAL OR COLORADO STATE COURT SITTING IN DENVER, COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ROYAL GOLD MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST HIGH RIVER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST

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EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN THIS SECTION 18(a). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

     (b) HIGH RIVER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN SAID COURTS BY THE MAILING THEREOF IN ACCORDANCE WITH SECTION 19 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ROYAL GOLD TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     (c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     (d) EXCEPT AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING THERETO.

     (e) High River represents and warrants that it has consulted with its legal counsel regarding all waivers under this Agreement.

     19.  Service of Process . Service of process in any matter shall be made to High River at the following address:

High River Gold Mines Ltd.
155 University Avenue
Suite 1700
Toronto, Ontario M5H 3B7
Attention: President
Facsimile: (416) 360-0010

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     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

     High River agrees that service of process, writ, judgment, or other notice of legal process at the address above shall be (i) deemed and held in every respect to be effective personal service upon it and (ii) deemed sufficiently given or furnished if delivered by personal delivery, by facsimile or other electronic transmission, or by delivery of service with proof of delivery. High River shall maintain a presence at the address above (unless changed by similar notice in writing given by High River) continuously at all times while High River is obligated under this Agreement or any of the other Funding Documents to which it is a party. Nothing herein shall affect Royal Gold’s right to serve process in any other manner permitted by applicable law.

     20.  Currency . All dollar amounts set forth herein are in U.S. dollars.

     21.  Funding Document . This Agreement is one of the Funding Documents within the definition set forth in the Funding Agreement.

[Signature page follows]

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     This Agreement has been executed by High River on the date set forth below, to be effective as of the date first set forth above.

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EXHIBIT A

Form of Warrant

[LEGENDS REQUIRED BY SECURITIES LAWS OR TORONTO STOCK EXCHANGE]

HIGH RIVER GOLD LTD.

WARRANT TO PURCHASE COMMON STOCK

Void After Two Years from Date of Issuance

     This certifies that, for value received, Royal Gold, Inc., with its principal office at 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202 USA (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from High River Gold Mines Ltd., a corporation formed under the federal laws of Canada, with its principal office at 155 University Avenue, Suite 1700, Toronto, Ontario M5H 3B7 Canada (the “Company”), the Exercise Shares (defined below) upon the terms and subject to the adjustments as provided herein.

1. Issuance .

     This Warrant (this “Warrant”) is being issued in connection with the Contribution Agreement in Support of Somita Funding Agreement, dated as of February 22, 2006, (the “Contribution Agreement”) by the Company to and for the benefit of Holder. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Contribution Agreement. The Company and Holder shall perform, or cause to be performed, all acts, and execute and deliver all agreements, amendments, instruments and other documents necessary or required to grant Holder the rights and obligations described herein.

2. Definitions .

     As used herein, the following terms shall have the following respective meanings:

     (i) “Exercise Period” shall mean the time period commencing with the date of this Warrant and ending two years from date of this Warrant, unless sooner terminated as provided below.

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     (ii) “Exercise Price” shall be U.S.                      ¹ per share of the Company’s common stock (the “Common Stock”), subject to adjustment pursuant to Section 4.

     (iii) “Exercise Shares” shall mean                      ² shares of the Common Stock, subject to adjustment pursuant to