EXHIBIT 10.1
IRREVOCABLE PROXY
The
undersigned stockholder (the “ Stockholder ”) of
Battle Mountain Exploration Corp., a Nevada corporation (the
“ Company ”), hereby irrevocably (to the fullest
extent permitted by law) appoints Tony Jensen, President and Chief
Executive Officer of Royal Gold, Inc., a Delaware corporation
(“ Acquiror ”), Karen Gross, Vice President and
Secretary of Acquiror, Bruce Kirchhoff, Vice President and General
Counsel of Acquiror, and each of them (collectively, the “
Proxyholders ”), as the sole and exclusive agents,
attorneys and proxies of the undersigned Stockholder, with full
power of substitution and resubstitution, to the full extent of the
Stockholder’s rights with respect to the shares of capital
stock of the Company that are listed below, any and all other
shares or securities issued or issuable in respect thereof on or
after the date hereof and prior to the date this Irrevocable Proxy
terminates, and any other voting or equity securities of the
Company hereafter acquired prior to the date this Irrevocable Proxy
terminates (collectively, the “ Shares ”), to
vote the Shares as follows: each of the Proxyholders is empowered
at any time prior to termination of this Irrevocable Proxy to
exercise all voting and other rights (including, without
limitation, the power to execute and deliver written consents with
respect to the Shares) of the undersigned Stockholder at every
annual, special or adjourned meeting of the Company’s
stockholders, and in every written consent in lieu of such a
meeting, or otherwise, (i) in favor of approval and adoption
of the Amended and Restated Agreement and Plan of Merger by and
among Acquiror, the Company, and Royal Battle Mountain, Inc., a
Nevada corporation and wholly-owned subsidiary of Acquiror (“
Merger Sub ”), and dated
