MASTER AGREEMENT

Loan Agreement

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ROYAL GOLD INC

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Title: MASTER AGREEMENT
Governing Law: Colorado Date: 4/6/2009
Industry: Gold and Silver Law Firm: Hogan Hartson Sector: Basic Materials

MASTER AGREEMENT, Parties: royal gold inc

Exhibit 10.1

Execution Version

MASTER AGREEMENT

THIS MASTER AGREEMENT dated the 3 ^rd day of April, 2009, between Compañía Minera Carmen de Andacollo, a contractual mining company organized under the laws of Chile (“ Operator ”) and Royal Gold, Inc., a corporation organized under the laws of the State of Delaware, Unites States of America (“ Royal Gold ”).

WHEREAS:

A. Operator owns and operates a mining project located near the town of Andacollo, Chile, known as “Carmen de Andacollo” and as part of such project is developing the hypogene copper-gold project (the “ Project ”) on the Mining Properties.

B. In consideration of payment of the Purchase Price, Operator has agreed to sell, transfer and assign to Royal Gold a Royalty related to the gold produced from the Project, subject to the terms and conditions set forth herein and in the Royalty Agreement.

C. Operator and Royal Gold desire to enter an agreement in the form of an Avío in accordance with Paragraph 3 of Title XI of the Chilean Mining Code, by means of which Royal Gold shall contribute to Operator the Contribution Amount, subject to the terms and conditions set forth herein and in the Avío Agreement.

D. Operator and Royal Gold have entered into the Stockholder Agreement and desire to enter into a Registration Rights Agreement in connection with the issuance of shares of Royal Gold Common Stock to Operator in exchange for the Royalty and the Avío, subject to the terms and conditions set forth herein.

E. Operator and Royal Gold acknowledge that both the Avío Agreement and the Royalty Agreement are aleatory agreements ( contratos aleatorios ), and thus payments thereunder are contingent on the proceeds obtained from the exploitation of the Subject Properties as provided in this Agreement.

F. Royal Gold acknowledges that copper is the main mineral exploited from the Subject Properties.

NOW, THEREFORE, in consideration of the respective covenants, agreements, representations, warranties and indemnities contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:

1. Certain Defined Terms and Construction .

(a) As used in this Agreement, the following capitalized terms shall have the following meanings:

	(i)		“ Adjusted Shaded Area ” has the meaning set forth in Section 5(c)(vii).

	(ii)		“ Amendment Date ” means the date Exhibit B is amended in accordance with Sections 5(c)(x).

	(iii)		“ Affiliate ” means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

	(iv)		“ Agent ” means the Persons to be appointed pursuant to the Avío Agreement and the Royalty Agreement, each acting on behalf of either Royal Gold or Operator.

	(v)		“ Agreement ” means this Master Agreement with all Exhibits and Schedules hereto.

	(vi)		“ Ancillary Property Rights ” mean any land and water rights owned, controlled, leased, mined or operated by or on behalf of Operator or any Affiliate of Operator on or after the date of this Agreement that are not included in the Mining Properties or the Subject Properties, but which are required for the development and operation of the Project.

	(vii)		“ Approvals ” mean any authorizations, licenses, permits, consents, waivers, grant notices, approvals, rulings, orders, certifications, exemptions, filings, variances, decrees, registrations, or other action, whether written or oral, of, by, from or on behalf of any Governmental Authority or any other third party, together with all easements, rights-of-way and other rights to access or use property.

	(viii)		“ Avío ” means a contrato aleatorio regulated in the Chilean Mining Code and defined in article 206 therein as a contract by means of which a person commits to give or to do something for the benefit of the exploitation of an exploitation mining concession ( pertenencia ), to be paid only with the products obtained therefrom or with an ownership quota of such mining concession, and for purposes of this Agreement is created pursuant to the terms of the Avío Agreement.

	(ix)		“ Avío Agreement ” means the agreement to be entered into at Closing between Royal Gold and Operator in accordance with Paragraph 3, Title XI of the Chilean Mining Code, in substantially the form attached hereto as Exhibit A , subject to the translation of such agreement from the English language to the Spanish language as contemplated by Section 5(c)(iii).

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	(x)		“ Capital Reorganization ” has the meaning set forth in Section 2(f).

	(xi)		“ Cash Portion ” has the meaning set forth in Section 2(b).

	(xii)		“ Charter Documents ” mean articles, articles of incorporation, certificate of incorporation, notice of articles, memorandum, constitutions, bylaws or any similar constating document of a corporation or other legal entity.

	(xiii)		“ Circular Boundary ” means the circular boundary illustrated in bold black on the map in Part II of Exhibit B and described by the Universal Transverse Mercator coordinates in Part III of Exhibit B .

	(xiv)		“ Closing ” has the meaning set forth in Section 2(i).

	(xv)		“ Closing Date ” has the meaning set forth in Section 2(i).

	(xvi)		“ Closing Time ” has the meaning set forth in Section 2(i).

	(xvii)		“ Condiciones Suspensivas ” mean the conditions precedent for effectiveness ( condiciones suspensivas ) set forth in Schedule C of the Avío Agreement or Royalty Agreement.

	(xviii)		“ Confidentiality Agreement ” means the confidentiality agreement between Teck Cominco Limited and Royal Gold dated October 28, 2008.

	(xix)		“ Contribution Amount ” has the meaning set forth in Section 2(b).

	(xx)		“ Convertible Securities ” has the meaning set forth in Section 2(d)(i).

	(xxi)		“ Current Market Price ” means the weighted average trading price of the Royal Gold Common Stock on the NASDAQ Global Select Market, during the ten consecutive Trading Days ending on a date which is the fifth Trading Day before such date; provided that the weighted average trading price shall be determined by dividing that aggregate sale price of all Royal Gold Common Stock sold on the said exchange, as the case may be, during the said ten consecutive Trading Days by the total number of Royal Gold Common Stock so sold; and provided further that, if the Royal Gold Common Stock are not listed and posted for trading on any stock exchange in Canada or the United States or traded in the over-the-counter market, the Current Market Price shall be determined by the good faith judgment of the board of directors of Royal Gold.

	(xxii)		“ Dayton ” means Compañía Minera Dayton.

	(xxiii)		“ Dayton Agreement ” means an Agreement of Intent ( Acuerdo de Intención ) between Dayton and Operator dated May 30, 2008, as amended from time to time, and any document, instrument, deed, or agreement delivered pursuant thereto.

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	(xxiv)		“ Dayton Concessions ” means Rosario 113 to 115, Rosario 120 to 123 and Rosario 127 to 129; Nanita 16 to 23 and Nanita 28 to 32, and Nanita 1 to 11 and Nanita 13 to 15, Nanita 47 to 50 and Nanita 56 and Nanita 57; Rosario 54 to 58, Rosario 60 and Rosario 89; Sylvia; Mercedes 4, Mercedes 5 and Mercedes 6; Claudia 1 and Claudia 2; Rosario 142 to 143, Rosario 149 and Rosario 150; Barbara Tercera; and Rio Elqui Uno 1 to 4.

	(xxv)		“ Deed of Cancellation ” means the Chilean public deed or deeds to be entered into by the Agent and Operator or Royal Gold, as applicable, declaring that the Royalty Agreement and the Avío Agreement have terminated because the Condiciones Suspensivas have failed.

	(xxvi)		“ Disclosure Documents ” mean:

	(A)		Annual Report of Royal Gold on Form 10-K/A filed on November 6, 2008;

	(B)		Quarterly Report of Royal Gold on Form 10-Q for the quarter ended December 31, 2008, filed February 6, 2009;

	(C)		Current Reports of Royal Gold on Form 8-K filed on August 5, 2008, September 2, 2008, September 17, 2008, September 19, 2008, September 25, 2008, October 7, 2008, October 31, 2008, November 4, 2008, November 6, 2008, November 7, 2008, January 5, 2009 and February 24, 2009;

	(D)		the description of the Preferred Stock Purchase Rights contained in the registration statement of Royal Gold on Form 8-A under the Exchange Act filed on September 12, 1997, as amended by the registration statement of Royal Gold on Form 8-A/A filed September 10, 2007, together with any amendment or report filed with the SEC for the purpose of updating such description;

	(E)		the full text of the MJDS Canadian prospectus of Royal Gold dated and filed January 20, 2009 and attaching the full text of the United States prospectus of Royal Gold dated December 19, 2008 and the United States registration statement dated December 19, 2008; and

	(F)		all documents filed by Royal Gold pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the MJDS prospectus of Royal Gold dated and filed January 20, 2009 and before the Closing Time.

(xxvii)

“ Dispute ” means a dispute arising out of or connected with this Agreement or any legal relationship associated with or derived from this Agreement.

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	(xxviii)		“ Dividing Line ” means the northern Universal Transverse Mercator coordinate of 6,651,000 N.

	(xxix)		“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

	(xxx)		“ Environmental Laws ” mean Governmental Requirements relating to pollution or protection of the environment, including, without limitation, Governmental Requirements relating to emissions, discharges, releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes which are applicable to the Subject Properties, the Project , the other assets owned, controlled or managed by Operator which are used on or in connection with the Subject Properties, the Ancillary Property Rights or the Project or to the activities of Operator on or in connection with the Subject Properties, the Ancillary Property Rights or the Project.

	(xxxi)		“ Force Majeure ” has the meaning set forth in Section 9(i).

	(xxxii)		“ Governmental Authority ” means (A) with respect to Operator, the government of Chile or of any state, provincial, territorial, divisional, county, regional, city or other political subdivision of Chile and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction, including over the Project, the Ancillary Property Rights or the Subject Properties; and (B) with respect to Royal Gold, the government of any nation, state, provincial, territorial, divisional, county, regional, city or other political subdivision thereof and any entity, court, arbitrator or arbitration panel, agency, department, commission, board, bureau or regulatory authority or other instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises valid jurisdiction.

	(xxxiii)		“ Governmental Requirement ” means any law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, approval or other direction or requirement of any Governmental Authority.

	(xxxiv)		“ ICC ” has the meaning set forth in Section 9(b)(ii).

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	(xxxv)		“ Initial Cash Portion ” has the meaning set forth in Section 2(b).

	(xxxvi)		“ Initial Share Portion ” has the meaning set forth in Section 2(b).

	(xxxvii)		“ Intermediary Period ” has the meaning set forth in Section 2(d).

	(xxxviii)		“ Irrevocable Mandate ” means the Irrevocable Mandate to be executed pursuant to the Avío Agreement or Royalty Agreement.

	(xxxix)		“ Knowledge ” means: (A) in respect of Operator, the knowledge of Tim Watson, Andrew Stonkus, Pierro Venturini, Javier Esuti Muñoz, Claudio Canut de Bon Lagos, Marcelo Bustos Collao, Victor Velasquez Valenzuela, Marcelo Godoy Muñoz, Hernando Pavez Garcia, Fernando Gonzalez Briones or Claudio Bustos Alarcon, after reasonable inquiry, in their respective capacities as employees, officers and/or directors of Operator or its Affiliates, as the case may be, and not in their respective personal capacities; and (B) in respect of Royal Gold, the knowledge of Tony Jensen or William H. Heissenbuttel, after reasonable inquiry, in their respective capacities as employees of Royal Gold or its Affiliate, as the case may be, and not in their respective personal capacities. For greater certainty, where the phrase “ to the Knowledge ” qualifies a particular representation or warranty in the Agreement, such representation or warranty shall not be breached as a result of any fact or state of affairs that is not within the Knowledge of such Party.

	(xl)		“ Lien ” means, as to any property or asset owned or held by a Person, any mortgage, deed of trust, lien, pledge, charge, security interest, preferential right, assignment, option, production payment or royalty (which for greater certainty excludes any Metal Sales Contract), Avío or other encumbrance in, on or to, or any interest or title of any vendor, lessor, purchaser or other secured party to, or interest or title of any Person under any conditional sale or other title retention agreement or capital lease with respect to, such property or asset, the signing of any mortgage, deed of trust, pledge, charge, security agreement, assignment or similar instrument with respect to such property or asset, or the signing or filing of a financing statement with respect to such property or asset which names such Person as debtor, or the signing of any security agreement authorizing any other party as the secured party thereunder to file any financing statement with respect to such property or asset.

	(xli)		“ Losses ” has the meaning set forth in Section 9(f)(i).

	(xlii)		“ Material Adverse Effect ” means with respect to Operator, any change, effect, event, or occurrence that, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the Project, or the business, properties, assets, liabilities

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(contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, each either considered as a whole or collectively in their entirety, as the case may be, other than any change, effect, event or occurrence in or relating to:

	(A)		changes in general political, economic or financial conditions, whether domestic or international in either case, including changes or disruptions in securities, currency exchange, real property, labour or commodities markets (including without limitation gold or copper prices), except to the extent that such changes adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;

	(B)		acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest, except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;

	(C)		changes in applicable law or changes in generally accepted accounting principles, except to the extent that such changes in applicable law or changes in generally accepted accounting principles affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;

	(D)		changes due to disruption of power, labour, utilities, water, supply and transportation systems, except to the extent that such changes affect the Project or the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Operator, as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other operators of a similar business in Chile;

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	(E)		the announcement or pendency of the transactions contemplated by this Agreement or other communication by Royal Gold, Operator or any of their Affiliates of its plans or intentions with respect to the Project or any elements of the Project, specifically; or

	(F)		the consummation of the transactions contemplated by this Agreement or any actions by Royal Gold, Operator or their Affiliates taken pursuant to or in light of this Agreement.

With respect to Royal Gold, any change, effect, event, or occurrence that, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), each either considered as a whole or collectively in their entirety, as the case may be, other than any change, effect, event or occurrence in or relating to:

	(A)		changes in general political, economic or financial conditions, whether domestic or international in either case, including changes or disruptions in securities, currency exchange, real property, labour or commodities markets (including without limitation gold prices), except to the extent that such changes adversely affect the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other companies of a similar size operating in the industry in which Royal Gold and its Subsidiaries operate;

	(B)		acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest, except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other companies of a similar size operating in the industry in which Royal Gold and its Subsidiaries operate;

	(C)		changes in applicable law or changes in generally accepted accounting principles, except to the extent that such changes in applicable law or changes in generally accepted accounting principles affect the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise),

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capitalization, operations or results of operations of Royal Gold and its Subsidiaries (taken together as a whole), as the case may be, in a manner distinct from and with a materially disproportionate effect than it affects other companies of a similar size operating in the industry in which Royal Gold and its Subsidiaries operate;

	(D)		the announcement or pendency of the transactions contemplated by this Agreement or other communication by Royal Gold, Operator or any of their Affiliates of its plans or intentions with respect to the Project or any elements of the Project, specifically;

	(E)		the consummation of the transactions contemplated by this Agreement or any actions by Royal Gold, Operator or their Affiliates taken pursuant to or in light of this Agreement; or

	(F)		any change in the market price or trading volume of any of the securities of Royal Gold.

	(xliii)		“ Material Agreements ” mean (A) with respect to Operator, all Metal Sales Contracts, and all other material contracts, agreements, leases, instruments and other material binding commitments and undertakings of Operator necessary for the development and operation of the Project, and (B) with respect to Royal Gold, all material contracts, agreements, leases, instruments and other material binding commitments and undertakings of Royal Gold.

	(xliv)		“ Metal Sales Contract ” means any contract between Operator and any smelter, refiner or other processor or purchaser for the sale, refining or other beneficiation of Subject Minerals in any form, including concentrates, that have been produced from the Subject Properties.

	(xlv)		“ Mining Properties ” has the meaning set forth in Part I of Exhibit B as such list of exploration and exploitation mining concessions is amended in accordance with the provisions set forth in Section 5(c)(x) other than any Dayton Concession or any Overlapping Dayton Concession transferred to Dayton in accordance with this Agreement and not thereafter re-acquired.

	(xlvi)		“ Net Offering Proceeds ” mean (A) the aggregate offering proceeds received by Royal Gold in a Qualified Offering, including any offering proceeds from the exercise of the underwriters’ over allotment option to the extent the closing of such over allotment option occurs prior to the Closing Date minus (B) any underwriting discounts and commissions (but without reduction for any Registration Expenses (as defined in the Registration Rights Agreement) which shall be for the account of Royal Gold).

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	(xlvii)		“ North Area ” has the meaning set forth in Section 5(c)(vii).

	(xlviii)		“ Offered Royal Gold Common Stock ” has the meaning set forth in Section 2(e).

	(xlix)		“ Operator ” has the meaning set forth in the introductory paragraph of this Agreement.

	(l)		“ Overlapping Dayton Concession ” has the meaning set forth in Section 5(c)(ix).

	(li)		“ Outside Date ” has the meaning set forth in Section 8(b).

	(lii)		“ Parties ” mean Operator and Royal Gold.

	(liii)		“ Person ” means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other legal entity, or a Governmental Authority.

	(liv)		“ Pre-Closing ” has the meaning set forth in Section 5(p)(i).

	(lv)		“ Pre-Closing Date ” has the meaning set forth in Section 5(p)(i).

	(lvi)		“ Project ” has the meaning set forth in Recital A to this Agreement.

	(lvii)		“ Project Studies ” has the meaning set forth in Section 3(g).

	(lviii)		“ Purchase Price ” has the meaning set forth in Section 2(b).

	(lix)		“ Qualifying Offering ” means a public offering pursuant to an effective registration statement (other than (A) a registration statement relating to any employee benefit plan, (B) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statement related to the issuance or resale of securities issued in such a transaction or (C) registering stock issued upon conversion of debt securities) under the Securities Act covering the offer and sale of Royal Gold Common Stock for the account of Royal Gold within 90 days of the date of this Agreement.

	(lx)		“ Registration Rights Agreement ” has the meaning set forth in Section 7(a)(iv).

	(lxi)		“ Registration Statement ” has the meaning set forth in Section 5(e).

	(lxii)		“ Representative ” has the meaning set forth in Section 5(a).

	(lxiii)		“ Rights Offering ” has the meaning set forth in Section 2(e).

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	(lxiv)		“ Royal Gold ” has the meaning set forth in the introductory paragraph of this Agreement.

	(lxv)		“ Royal Gold Common Stock ” means shares of Royal Gold’s common stock having a par value of $0.01 per share.

	(lxvi)		“ Royalty ” means an interest in the Subject Minerals when produced from the Subject Properties and created pursuant to the terms of the Royalty Agreement.

	(lxvii)		“ Royalty Agreement ” means the agreement to be entered into at Closing between Royal Gold and Operator, substantially in the form attached hereto as Exhibit C , subject to the translation of such agreement from the English language to the Spanish language as contemplated by Section 5(c)(iii).

	(lxviii)		“ SEC ” means the United States Securities and Exchange Commission.

	(lxix)		“ Securities Act ” means the United States Securities Act of 1933, as amended.

	(lxx)		“ Shaded Area ” means the area shaded in blue on the map in Part II of Exhibit B .

	(lxxi)		“ Shaded Area Boundary ” means the perimeter of the Shaded Area which is north of the Dividing Line as of the date of this Agreement.

	(lxxii)		“ Share Portion ” has the meaning set forth in Section 2(b).

	(lxxiii)		“ Share Reorganization ” has the meaning set forth in Section 2(d).

	(lxxiv)		“ Stockholder Agreement ” means the Stockholder Agreement executed by Operator, Royal Gold and Teck Cominco Limited dated of even date herewith and attached hereto as Exhibit D .

	(lxxv)		“ South Area ” has the meaning set forth in Section 5(c)(vi).

	(lxxvi)		“ Subject Minerals ” mean all gold in whatever form, including in concentrates, produced from the Subject Properties.

	(lxxvii)		“ Subject Properties ” mean:

	(A)		the Mining Properties; and

	(B)		any other exploration or exploitation mining concessions that are acquired or constituted by Operator or any Affiliate of Operator

that:

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	(X)		from the date of this Agreement until the day prior to the Amendment Date, are or may be in the future located within the Shaded Area described in Part II of Exhibit B ; or

	(Y)		on or after the Amendment Date, are or may be in the future located within the Universal Transverse Mercator coordinates of the Adjusted Shaded Area following the amendment of Part III of Exhibit B completed in accordance with Sections 5(c)(x),

			and for greater certainty will from time to time be part of the Mining Properties and the Subject Properties and therefore are or will from time to time be subject to this Agreement, and for further certainty exclude any exploration or exploitation mining concessions located entirely outside the Shaded Area for the period described in paragraph (X) above or located outside the Universal Transverse Mercator coordinates of the Adjusted Shaded Area following the amendment of Part III of Exhibit B completed in accordance with Sections 5(c)(x); provided however the Subject Properties will not include any Dayton Concession or any Overlapping Dayton Concession transferred to Dayton in accordance with this Agreement and not thereafter re-acquired

	(lxxviii)		“ Subsidiary ” means any corporation, association or other business entity more than 50% of each class of equity or voting securities of which is owned, directly or indirectly, by any Person.

	(lxxix)		“ Taxes ” mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by or on behalf of any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

	(lxxx)		“ Total Consideration ” has the meaning set forth in Section 2(b).

	(lxxxi)		“ Trading Days ” mean days on which shares of Royal Gold Common Stock are traded on the NASDAQ Global Select Market.

	(lxxxii)		“ Transaction Documents ” mean this Agreement, the Avío Agreement, the Royalty Agreement, the Stockholder Agreement and the Registration Rights Agreement.

	(lxxxiii)		“ Transaction Expenses ” has the meaning set forth in Section 9(g).

	(lxxxiv)		“ Transactions ” has the meaning set forth in Section 2(a).

	(lxxxv)		“ U.S. GAAP ” means United States generally accepted accounting principles.

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(b) In this Agreement:

	(i)		unless the context otherwise clearly requires, (A) references to the plural include the singular, and references to the singular include the plural; (B) the words “ include ,” “ includes ,” and “ including ” do not limit the preceding terms or words and shall be deemed to be followed by the words “ without limitation ”; (C) the terms “ hereof ,” “ herein ,” “ hereunder ,” “ hereto ,” and similar terms refer to this entire Agreement and not to any particular provision of this Agreement; (D) “ or ” is used in the inclusive sense of “ and/or ”; (E) if a word or phrase is defined, then its other grammatical or derivative forms have a corresponding meaning; (F) unless otherwise specified, the terms “ day ” and “ days ” mean and refer to calendar day(s); (G) the terms “ business day ” and “ business days ” mean and refer to any day other than a Saturday, Sunday, or federal statutory holiday in the United States of America, provincial statutory holiday in British Columbia or statutory holiday in Chile; and (H) if any action, including a payment hereunder, is required to be taken pursuant to this Agreement on or by a specified date that is not a business day, the action is valid if taken on or by the next business day.

	(ii)		unless otherwise specified, all references to articles, sections, and exhibits are to the Articles, Sections, and Exhibits of this Agreement;

	(iii)		the headings of the Sections and Subsections of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement;

	(iv)		except where otherwise expressly provided, all monetary amounts are stated and shall be paid in the currency of United States of America;

	(v)		for purposes of Sections 3(b), 3(c), 3(e), 3(j), and 5(m) the terms “ material ” or “ materially ” shall mean any change, effect, event, or occurrence that, either individually or in the aggregate, would, or would reasonably be expected to, (A) result in damages to, or expenditures by, Operator that exceed $5,000,000 or (B) prevent, significantly hinder or significantly delay the construction, development or operation of the Project;

	(vi)		for purposes of Sections 3(l), 6(a)(vii), 6(b)(ix), and 9(f)(i)(E), the terms “ material ” or “ materially ” shall mean any change, effect, event, or occurrence that, either individually or in the aggregate, would, or would reasonably be expected to, prevent, significantly hinder or significantly delay the construction, development or operation of the Project; and

	(vii)		for purposes of Sections 4(b), 4(c), 4(e), 4(h) and 4(j), the terms “ material ” or “ materially ” shall mean any change, effect, event, or occurrence that, either individually or in the aggregate, would, or would

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reasonably be expected to, result in damages to, or expenditures by, Royal Gold that exceed $5,000,000.

(c) This Agreement shall be construed according to its fair meaning, taken as a whole, as if the Parties had prepared it jointly, not as if prepared by one of the Parties.

2. The Transactions; Closings .

(a) Effective as of and from the Closing Date (i) Operator shall grant, sell, assign, transfer and convey to Royal Gold, and Royal Gold shall purchase from Operator, the Royalty free and clear of any Lien (other than any Lien created by the Royalty Agreement and the Avío Agreement); and (ii) Operator and Royal Gold shall enter into the Avío, in each case in accordance with and subject to the terms and conditions set forth in this Agreement (the “ Transactions ”).

(b) The purchase price for the Royalty shall be $205,000,000 (as may be adjusted in this Section 2, the “ Purchase Price ”). The contribution amount for the Avío shall be $95,000,000 (as may be adjusted in this Section 2, the “ Contribution Amount ”). The Purchase Price and the Contribution Amount are collectively referred to herein as the “ Total Consideration .” Royal Gold shall pay to Operator (i) $100,000,000 of the Total Consideration in cash or other immediately available funds (the “ Initial Cash Portion ”), and (ii) $200,000,000 of the Total Consideration by causing the issuance and delivery to Operator of a number of shares of Royal Gold Common Stock as determined by dividing (x) $200,000,000 by (y) the volume weighted average per share price of Royal Gold Common Stock on the NASDAQ Global Select Market for the five Trading Day period that ends four full Trading Days prior to the date of Royal Gold’s initial public announcement of the Transaction (the “ Initial Share Portion ”), provided, however if Royal Gold consummates a Qualifying Offering, then:

(A) the Initial Cash Portion will be increased by an amount of cash or immediately available funds equal to Net Offering Proceeds received by Royal Gold from the sale of the lesser of (I) 50% of the number of shares of Royal Gold Common Stock sold by Royal Gold in such Qualifying Offering (including any shares sold pursuant to the exercise of the underwriters’ over allotment option to the extent the closing of such over allotment option occurs prior to the Closing Date) or (II) the Initial Share Portion, and

(B) the Initial Share Portion shall be reduced by 50% of the number of shares of Royal Gold Common Stock sold by Royal Gold in such Qualifying Offering (including any shares sold pursuant to the exercise of the underwriters’ over allotment option to the extent the closing of such over allotment option occurs prior to the Closing Date).

The amount of cash or immediately available funds payable by Royal Gold under this Section 2(b) at the Closing is referred to as the “ Cash Portion ” for purposes of this Agreement, and the number of shares of Royal Gold Common Stock issuable by Royal Gold and delivered to Operator at the Closing under this Section 2(b), as may be adjusted pursuant to Sections 2(d) through (i), is referred to as the “ Share Portion ” for purposes of this Agreement.

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(c) The Cash Portion will initially be allocated to the Contribution Amount for the Avío, until the Cash Portion exceeds the Contribution Amount in which case such excess Cash Portion shall be allocated to the Purchase Price for the Royalty. The Share Portion will be allocated to the Purchase Price for the Royalty.

(d) The number of shares to be issued and delivered to Operator at Closing that constitutes the Share Portion shall be adjusted proportionately as necessary if, during the period beginning when the number of shares of Royal Gold Common Stock that constitutes the Share Portion is calculated and ending on the Closing Date (the “ Intermediary Period ”), Royal Gold:

	(i)		fixes the record date for the issue, or issues to, all or substantially all of the holders of Royal Gold Common Stock by way of a stock dividend or otherwise shares of Royal Gold Common Stock or other securities of Royal Gold or any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Royal Gold Common Stock (the “ Convertible Securities ”), other than (A) the issue from time to time of Royal Gold Common Stock or Convertible Securities by way of stock dividend to holders who elect to receive Royal Gold Common Stock or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (B) as dividends paid in the ordinary course; or

	(ii)		subdivides or redivides the issued and outstanding shares of Royal Gold Common Stock into a greater number of shares of Royal Gold Common Stock; or

	(iii)		combines, consolidates or reduces the issued and outstanding shares of Royal Gold Common Stock into a smaller number of shares of Royal Gold Common Stock

(any of those events being herein called a “ Share Reorganization ”),

effective immediately after the record date at which the holders of Royal Gold Common Stock are determined for the purposes of the Share Reorganization or the effective date of the Share Reorganization if no record date is fixed, to a number that is the product of (1) the Share Portion in effect on the record date, or the effective date if no record date is fixed, and (2) a fraction:

	(A)		the numerator of which shall be the number of Royal Gold Common Stock outstanding after giving effect to the Share Reorganization; and

	(B)		the denominator of which shall be the number of Royal Gold Common Stock outstanding on the record date, or effective date if no record date is fixed, before giving effect to the Share Reorganization.

For the purposes of determining the number of Royal Gold Common Stock outstanding at any particular time for the purpose of this Section 2(d) there shall be included that number of

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Royal Gold Common Stock which would have resulted from the conversion at that time of all outstanding Convertible Securities.

(e) If during the Intermediary Period Royal Gold fixes a record date for the issuance of rights, options or warrants to all or substantially all the holders of Royal Gold Common Stock pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Royal Gold Common Stock or Convertible Securities within a period of not more than 45 days from such record date at a price per share, or at a conversion price per share, of less than 95% of the Current Market Price on such record date (any such issuance being herein called a “ Rights Offering ” and Royal Gold Common Stock that may be acquired on exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being herein called the “ Offered Royal Gold Common Stock ”), the Share Portion shall be adjusted effective immediately after the applicable record date to a Share Portion that is the product of (1) the Share Portion in effect on the record date and (2) a fraction:

	(i)		the numerator of which shall be the sum of (A) the number of Royal Gold Common Stock outstanding on the record date plus (B) the number of Offered Royal Gold Common Stock offered pursuant to the Rights Offering or the maximum number of Offered Royal Gold Common Stock into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and

	(ii)		the denominator of which shall be the sum of:

	(A)		the number of Royal Gold Common Stock outstanding on the record date; and

	(B)		the number arrived at when (I) either the product of (a) the number of Offered Royal Gold Common Stock so offered and (b) the price at which such Offered Royal Gold Common Stock are offered, or the product of (c) the conversion price of the Offered Royal Gold Common Stock so offered and (d) the maximum number of Offered Royal Gold Common Stock for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of Royal Gold Common Stock on the record date for the Rights Offering.

If by the terms of the rights, options, or warrants referred to in this Section 2(e), there is more than one purchase, conversion or exchange price per Offered Royal Gold Common Stock, the aggregate price of the total number of additional Offered Royal Gold Common Stock offered for subscription or purchase, or the aggregate conversion or exchange price of the Convertible Securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Offered Royal Gold Common Stock, as the case may be. Any Offered Royal Gold Common Stock owned by or held for the account of Royal Gold or a Subsidiary of Royal Gold shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or

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warrants are not exercised prior to the expiration thereof, the Share Portion shall be readjusted to the Share Portion in effect immediately prior to the record date, and the Share Portion shall be further adjusted based upon the number of Offered Royal Gold Common Stock (or Convertible Securities that are convertible into Offered Royal Gold Common Stock) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

(f) If during the Intermediary Period there is a reorganization of Royal Gold not otherwise provided for in Sections 2(d) and 2(e) or a consolidation, merger, arrangement, amalgamation or acquisition of Royal Gold by, with or into another body corporate including a transaction whereby all or substantially all of Royal Gold’s assets become the property of any other Person through sale, lease, exchange or otherwise (any such event being herein called a “ Capital Reorganization ”), Operator, shall be entitled to receive and shall accept, in lieu of the Share Portion to which it was theretofore entitled upon Closing, the aggregate amount of cash and/or the aggregate number of Royal Gold Common Stock or other securities or property of Royal Gold, or the continuing, successor or purchasing Person, as the case may be, under the Capital Reorganization that Operator would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, Operator had been the holder of the number of Royal Gold Common Stock to which immediately before the transaction it was entitled. No Capital Reorganization shall be carried into effect unless all necessary steps have been taken so that Operator shall thereafter be entitled to receive the requisite amount of cash and/or the number of Royal Gold Common Stock or other securities or property of Royal Gold or of the continuing, successor or purchasing Person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 2.

(g) If during the Intermediary Period Royal Gold reclassifies or otherwise changes the issued and outstanding shares of Royal Gold Common Stock, the Share Portion shall be adjusted effective immediately upon the reclassification becoming effective so that if Operator thereafter shall be entitled to receive such Share Portion as it would have received had the Share Portion been issued immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may reasonably be possible, as those contained in this Sections 2(d) through (f).

(h) The adjustments and readjustments provided for in Sections 2(d) through 2(g) are cumulative and, apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the Share Portion.

(i) Subject to terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Urenda, Rencoret, Orrego y Dorr, Abogados, Av. Costanera Andrés Bello 2711, Piso 16 Las Condes — Santiago, Chile, at 10:00 a.m. local time (the “ Closing Time ”) on the later of the date (the “ Closing Date ”):

(i)

to be designated by Royal Gold, which date shall be no later than the fifth business day after Royal Gold and its Chilean counsel have received, to their reasonable satisfaction:

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	(A)		for each of the Subject Properties, the following certificates from the relevant Mining Register: (X) mortgages and encumbrances, (Y) interdictions and prohibitions, and (Z) ownership; and

	(B)		authorized copies of the registrations made evidencing the Avío Agreement and grant of prohibition contemplated therein and the mortgages and grant of prohibition under the Royalty Agreement;

	(ii)		that is mutually agreed to in writing by the Parties; and

	(iii)		that is ten business days after the date designated by Royal Gold pursuant to Section 2(i)(i) or mutually agreed by the Parties pursuant to Section 2(i)(ii), as the case may be; provided that the Operator has delivered written notice to Royal Gold pursuant to Section 6(a)(vii)(A), and Royal Gold has delivered written notice to Operator of its intention to postpone the Closing Date by ten business days,

provided, however that each of the other conditions set forth in Section 6 and Section 7 (other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) shall have been satisfied or waived as of the designated or agreed date.

3. Representations and Warranties of Operator . Operator hereby represents and warrants to Royal Gold, and acknowledges that Royal Gold is relying on such representations and warranties in entering this Agreement, that:

(a) Organization and Qualification; Subsidiaries . Operator is a contractual mining company duly incorporated, validly existing and in good standing under the laws of Chile and has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. Operator is otherwise duly qualified to do business as a foreign corporation or other entity in each jurisdiction where the nature of its business or properties requires such qualification. Operator does not have any Subsidiaries.

(b) Authorization; No Conflict . The execution, delivery and performance by Operator of this Agreement and of the other Transaction Documents to which it is a party have been duly authorized by all necessary shareholder and corporate action on the part of Operator and do not and will not (i) contravene Operator’s Charter Documents; (ii) materially violate any provision of any Governmental Requirement, order, judgment, injunction, decree, determination or award presently in effect; (iii) result in a material breach of or constitute a material default under or require the consent of any Person pursuant to any indenture or loan, credit agreement, debenture or any other agreement, lease or instrument to which Operator is a party or by which it or its properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned by Operator (other than the Liens created under the Royalty Agreement and the Avío Agreement), and (v) to the Knowledge of Operator, Operator is not in material default under any such Governmental Requirement,

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judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

(c) Governmental and Other Approvals . No Approval of any Governmental Authority or other third party is required for the due execution and delivery of, and the due performance of all obligations of, Operator under this Agreement or any other Transaction Document to which it is a party, except for Approvals as have been obtained or for which application has been made, for notices or filings necessary to be made by Operator with the Central Bank of Chile in connection with the acquisition of the Share Portion by Operator, and registration of the mortgages referred to in Section 6(o) of the Royalty Agreement. Except as set out in Schedule 3(c), all Approvals which are necessary to carry out the activities contemplated by Operator with respect to the Project in the Project Studies have been obtained by Operator and are in full force and effect in accordance with their terms, free of material defaults (except those Approvals that are not necessary or obtainable prior to the Closing Date or which have been applied for but not yet received), and except as set out in Schedule 3(c), Operator has not received any notice alleging a material breach or default under any of the Approvals received to date or challenging or questioning the validity of such Approvals. With respect to Approvals applied for but not yet received or to be applied for, Operator knows of no reason why such Approvals should not be timely received as and when required.

(d) Binding Obligations . This Agreement is, and the other Transaction Documents to which Operator is a party when delivered hereunder will be, the legal, valid and binding obligations of Operator, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect.

(e) Litigation . Except as set forth in Schedule 3(e) , there is no claim, action, lawsuit, proceeding, arbitration, mediation or investigation pending, or to the Knowledge of Operator threatened, against or involving Operator, the Project or any portion of the Ancillary Property Rights or the Subject Properties, which alleges the material violation of any Governmental Requirement, or which questions the validity of this Agreement or any of the other Transaction Documents, or any action taken or to be taken pursuant to this Agreement, or any of the Transaction Documents, or which questions or challenges the nature or extent of the rights of Operator to the Subject Properties, the Ancillary Property Rights or the Project, or which involves any Material Agreement, or which could reasonably be expected to result, either in any case or in the aggregate, in a Material Adverse Effect on Operator.

(f) No Material Adverse Change . Since December 31, 2008, neither the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operation or results of operations of Operator, have been affected by any change, effect, event or occurrence (whether or not insured against) which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on Operator.

(g) Data and Information . Operator has heretofore made available to Royal Gold all feasibility studies and all geological, reserve, engineering, metallurgical and financial data and evaluations of the Project, the Ancillary Property Rights and the Subject Properties prepared by

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or for the benefit of Operator or otherwise in the possession and control of Operator which would reasonably be expected to be material to Royal Gold (the “ Project Studies ”). The Project Studies have been prepared in good faith based on reasonable assumptions, and Operator is not aware to its Knowledge of any fact or state of affairs related thereto, or any defect or deficiency therein, which would cause it to be unable to complete the Project consistent with the most current capital cost estimates and construction schedule in the Project Studies. Since the date of the most recent capital cost estimates and construction schedule in the Project Studies, to the Knowledge of Operator, there has been no material change in the assumptions underlying such estimates, or the basis therefor.

(h) Title; Liens .

	(i)		Except as set out in Schedule 3(h) , Operator has good and marketable title to its owned real property, easements, and concessions, and has valid rights in and to its leased property and other property interests, necessary or desirable for the construction and operation of the Project in each case free and clear of Liens (except for statutory Liens such as patentes), royalties, production payments and other rights and interests of third parties.

	(ii)		Except as set out in Schedule 3(h) , Operator owns all water rights necessary or desirable for the conduct of the operations at the Project.

	(iii)		Except as set out in Schedule 3(h) , Operator owns all surface, exploration and exploitation concessions, mineral, leasehold, access and other interests in real property, or has valid and outstanding Approvals granted by the registered owners, necessary or desirable for the construction and operation of the Project.

(i) Capital Structure . Teck Cominco Limited, a corporation organized under the laws of British Columbia, Canada, owns indirectly through one or more of its wholly-owned Subsidiaries, 90% of the issued and outstanding shares of capital stock of Operator. Empresa Nacional de Mineria, a Chilean State-owned company organized under the laws of Chile, owns 10% of the issued and outstanding shares of capital stock of Operator. All such issued and outstanding shares of capital stock are duly and validly issued and are fully paid and non-assessable.

(j) Material Agreements; Absence of Default; Other Agreements . The Material Agreements of Operator made available to Royal Gold include all material contracts, agreements, leases, instruments and other binding commitments of Operator which are necessary for the development and operation of the Project other than the Metal Sales Contracts and any contract, agreement, lease, instrument or other binding commitment where an alternative, replacement or substitution is readily available on comparable terms as an existing contract, agreement, lease, instrument or other binding commitment. Except as set out in Schedule 3(j) , all Material Agreements of Operator are in full force and effect in accordance with their terms. Operator is not in material default under any of its Material Agreements, it has not received any notice of an asserted default thereunder from any other Person, and Operator has no Knowledge

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of a material breach by any counterparty thereto or the inability of any counterparty thereto to perform its obligations thereunder. Operator is not a party to any contract, agreement, lease, instrument or other binding commitment (other than its Material Agreements) or subject to any charter or other corporate restriction which could reasonably be expected, upon a default thereunder or otherwise, to result in a Material Adverse Effect on Operator or to materially impair the ability of Operator to carry out its obligations under this Agreement or any of the other Transaction Documents.

(k) Taxes . Operator has filed all Tax returns and reports required by Law to have been filed by it and has paid all Taxes and no claim for the same exists except as permitted hereunder, except any such Taxes, charges or amounts which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Canadian generally accepted accounting principles have been set aside on the books of Operator.

(l) Compliance with Laws .

	(i)		Except as set out in Schedule 3(l) , the Subject Properties and the Ancillary Property Rights have been, and continue to be, owned, operated, leased or utilized by Operator in material compliance with all applicable Governmental Requirements, including Environmental Laws and Approvals.

	(ii)		Except as set out in Schedule 3(l) , with respect to the Subject Properties, the Ancillary Property Rights and the Project, there have been no past, and there are no pending or threatened, material claims, complaints, notices or requests for information or notices of investigation received by Operator with respect to any violation or alleged violation of any Governmental Requirements, including Environmental Laws and Approvals, nor does Operator have Knowledge or reason to believe that any such notice or action will be received or is being threatened.

	(iii)		Except as set out in Schedule 3(1) , no judicial or investigatory proceeding by a Governmental Authority under any Governmental Requirements, including Environmental Laws and Approvals, is pending or, to the Knowledge of Operator, is threatened, against Operator, the Ancillary Property Rights or the Subject Properties. Except as set out in Schedule 3(l) , there are no material consent decrees or other clean-up orders, mitigation orders, compliance orders, remediation orders, decrees, consent orders, administrative orders or other orders or requirements outstanding or arising under any Environmental Laws with respect to Operator, the Ancillary Property Rights, the Subject Properties or the Project.

(m) Financial Statements. The consolidated historical financial statements of Operator for the period ended December 31, 2008 present fairly in all material respects the consolidated financial condition, results of operations and cash flows and the changes in financial position of Operator as of the date and for the periods indicated, comply as to form with

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the applicable Governmental Requirements and have been prepared in conformity with Canadian generally accepted accounting principles applied on a basis consistent with prior periods (except as noted therein and unaudited financial statements do not contain all footnotes required by Canadian generally accepted accounting principles). Since December 31, 2008, Operator has not effected any change in its accounting methods, principles or practice and has carried on its business in the ordinary and usual course.

(n) Information . Operator has received a copy of the Prospectus of Royal Gold dated July 6, 2004, that is part of the Registration Statement filed by Royal Gold with the Securities and Exchange Commission on July 7, 2004, and Operator has had the opportunity to review the Prospectus and all of the documents incorporated by reference into such Prospectus. No representations or warranties have been made to Operator by Royal Gold or any of its officers, employees or other agents other than as set forth in this Agreement.

4. Representations and Warranties of Royal Gold . Royal Gold hereby represents and warrants to Operator, and acknowledges that Operator is relying on such representations and warranties in entering this Agreement, that:

(a) Organization and Qualification . Royal Gold is a corporation duly incorporated, validly existing and in good standing under the General Corporation Law of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. Royal Gold is duly qualified to do business as a foreign corporation or other entity in each jurisdiction where the nature of its business or properties requires such qualification.

(b) Authorization; No Conflict . The execution, delivery and performance by Royal Gold of this Agreement and of the other Transaction Documents to which it is a party have been duly authorized by all necessary shareholder and corporate action on the part of Royal Gold and do not and will not (i) contravene Royal Gold’s Charter Documents; (ii) materially violate any provision of any Governmental Requirement, order, writ, judgment, injunction, decree, determination or award presently in effect; (iii) result in a material breach of or constitute a material default under or require the consent of any Person pursuant to any indenture or loan, credit agreement, debenture or any other agreement, lease or instrument to which Royal Gold is a party or by which it or its properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned by Royal Gold, and to the Knowledge of Royal Gold, Royal Gold is not in material default under any such Governmental Requirement, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

(c) Governmental and Other Approvals . Except as set forth in Schedule 4(c) , no Approval of any Governmental Authority or other third party is required for the due execution and delivery of, and the due performance of all obligations of, Royal Gold under this Agreement or any other Transaction Document to which it is a party, except for Approvals as have been obtained or for which application has been made.

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(d) Binding Obligations . This Agreement is, and the other Transaction Documents to which Royal Gold is a party when delivered hereunder will be, the legal, valid and binding obligations of Royal Gold, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect.

(e) Litigation . Except as set forth in Schedule 4(e) , there is no claim, action, lawsuit, proceeding, arbitration, mediation or investigation pending or to the Knowledge of Royal Gold threatened against or involving Royal Gold which alleges the material violation of any Governmental Requirement, or which questions the validity of this Agreement or any of the other Transaction Documents, or any action taken or to be taken pursuant to this Agreement, or any of the Transaction Documents or which involves any Material Agreement, or which could reasonably be expected to result, either in any case or in the aggregate, in a Material Adverse Effect on Royal Gold.

(f) No Material Adverse Change . Since December 31, 2008, neither the business, properties, assets, liabilities (contingent or otherwise), condition (financial or otherwise), capitalization, operation or results of operations of Royal Gold, have been affected by any change, effect, event or occurrence (whether or not insured against) which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on Royal Gold.

(g) Validity of Issuance of Royal Gold Common Stock . The shares of Royal Gold Common Stock that constitute the Share Portion to be issued and delivered pursuant to this Agreement, will, when issued, be duly authorized, validly issued, fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws. The authorized capital stock of Royal Gold consists of 100,000,000 shares of Royal Gold Common Stock, of which 34,218,396 shares of Royal Gold Common Stock were issued and outstanding as of March 16, 2009, all of which are duly authorized, validly issued, fully paid and non-assessable. As of March 16, 2009, there were (i) 710,440 shares of Royal Gold Common Stock subject to issuance upon the exercise of outstanding options, warrants, and other rights to issue, sell or acquire shares of Royal Gold Common Stock or upon the settlement of outstanding performance shares or stock appreciate rights and (ii) up to an additional 46,245 shares of Royal Gold Common Stock subject to issuance pursuant to a contingent stock arrangement. Except as described in the preceding sentence, pursuant to Royal Gold’s shareholder rights plan or as otherwise described in the Disclosure Documents, as of March 16, 2009, there are no other options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations of Royal Gold to issue, sell or acquire any securities of Royal Gold (including any pre-emptive or similar rights granted by Royal Gold) or securities or obligations of any kind convertible into or exchangeable for any securities of Royal Gold or any other person, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the share price, book value, income or any other attribute of Royal Gold. Upon their issue, the Share Portion will not be subject to any pre-emptive right or other similar contractual right except as provided in the Transaction Documents.

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(h) Material Agreements; Absence of Default; Other Agreements . The Material Agreements of Royal Gold are in full force and effect in accordance with their terms. Royal Gold is not in material default under any of its Material Agreements, it has not received any notice of an asserted default thereunder from any other Person, and except as set forth on Schedule 4(h) Royal Gold has no Knowledge of a material breach by any counterparty thereto or the inability of any counterparty thereto to perform its obligations thereunder. Royal Gold is not a party to any contract, agreement, lease, instrument or other binding commitment (other than the Material Agreements) or subject to any charter or other corporate restriction which could reasonably be expected, upon a default thereunder or otherwise, to result in a Material Adverse Effect or to materially impair the ability of Royal Gold to carry out its obligations under this Agreement or any of the other Transaction Documents.

(i) Taxes . Royal Gold has filed all Tax returns and reports required by Law to have been filed by it and has paid all Taxes and no claim for the same exists except as permitted hereunder, except any such Taxes, charges or amounts which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with U.S. GAAP have been set aside on the books of Royal Gold.

(j) Compliance with Laws .

	(i)		The properties, assets and business of Royal Gold and its Subsidiaries have been, and continue to be, owned, operated, leased or utilized by Royal Gold in material compliance with all applicable Governmental Requirements, including Environmental Laws and Approvals.

	(ii)		There have been no past, and there are no pending or threatened, material claims, complaints, notices or requests for information or notices of investigation received by Royal Gold and its Subsidiaries with respect to any violation or alleged violation of any Governmental Requirements, including Environmental Laws and Approvals.

	(iii)		No judicial or investigatory proceeding by a Governmental Authority under any Governmental Requirements, including Environmental Laws and Approvals, is pending or, to the Knowledge of Royal Gold, is threatened, against Royal Gold or its properties, assets or business. Except as set forth on Schedule 4(j)(iii) , there are no material consent decrees or other clean-up orders, mitigation orders, compliance orders, remediation orders, decrees, consent orders, administrative orders or other orders or requirements outstanding or arising under any Environmental Laws with respect to Royal Gold, its properties, assets and business.

(k) Financial Statements . The consolidated historical financial statements of Royal Gold and its Subsidiaries included or incorporated by reference in the Disclosure Documents present fairly in all material respects the consolidated financial condition, results of operations and cash flows and the changes in financial position of Royal Gold and its Subsidiaries as of the date and for the periods indicated, comply as to form with the applicable Governmental Requirements and have been prepared in conformity with U.S

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