Attached files
| file | filename |
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| EX-4.1 - ROYAL GOLD INC | v171481_ex4-1.htm |
| EX-10.1 - ROYAL GOLD INC | v171481_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 12, 2010
ROYAL
GOLD, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-13357
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84-0835164
|
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
1660
Wynkoop Street, Suite 1000, Denver, CO
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80202-1132
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
|
Registrant's
telephone number, including area code: 303-573-1660
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N/A
(Former
name or former address, if changed from last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material
Definitive Agreement.
Royal
Gold, Inc., (the “Company” or “Royal Gold”), entered into a Master Agreement,
dated April 3, 2009 (the “Original Master Agreement”), with Compañía Minera Teck
Carmen de Andacollo (f/k/a Compañía Minera Carmen de Andacollo) (“CDA”), a
subsidiary of Teck Cominco Limited (“Teck”), in connection with the Company’s
purchase of a net smelter return royalty (the “Royalty”) on the gold produced
from the hypogene project that forms a part of the Andacollo copper and gold
project in the Republic of Chile (the “Teck Transaction”). The
Original Master Agreement was filed with the Securities and Exchange Commission
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6,
2009. Subsequently, on April 14, 2009, the Company completed an
underwritten public offering, which resulted in an adjustment to the purchase
price of the Royalty under the Original Master Agreement such that, at the
closing of the Teck Transaction, the Company will pay CDA $217,942,500 in cash
(the “Adjusted Cash Purchase Price”) and issue CDA 1,204,136 shares of common
stock of the Company (the “Adjusted Share Purchase Price”).
On
January 12, 2010, Royal Gold entered into an Amended and Restated Master
Agreement (the “Amended and Restated Master Agreement”) with CDA, which amends
and restates the Original Master Agreement in its entirety. The
Amended and Restated Master Agreement reflects, among other things, (1) the
Adjusted Cash Purchase Price and Adjusted Share Purchase Price for the royalty,
(2) that the purchase price will be attributable entirely to a royalty interest,
with no amount attributable to an avio interest as was reflected in the Original
Master Agreement (the amount originally represented by the avio interest in the
Original Master Agreement is now part of the royalty interest), (3) updates to
the parties’ representations and warranties and the disclosure schedules related
thereto, (4) updates to the description of the properties that are subject to
the Royalty, and (5) an extension of the deadline for the “Pre-Closing Date” to
January 13, 2010.
The
Pre-Closing of the Teck Transaction was conducted on January 12 and 13, 2010,
which included the execution by CDA and Royal Gold of the Royalty Agreement that
grants the Royalty to Royal Gold (the “Royalty Agreement”) and Amendment No. 1
to the Stockholder Agreement executed by Royal Gold, CDA and Teck. The Royalty
Agreement will be delivered to the Mining Registrar of Andacollo for
registration of mortgages created under the Royalty Agreement in favor of Royal
Gold over certain of CDA’s exploitation mining concessions. Pursuant
to the Royalty Agreement, Royal Gold will be entitled to receive 75% of the gold
produced from the sulfide portion of the deposit at the Andacollo project until
910,000 payable ounces of gold have been sold, and 50% of the gold produced in
excess of 910,000 payable gold ounces. Payments of the Royalty will be made to
Royal Gold in cash, although Royal Gold has the right to take physical delivery
of gold in certain circumstances. The Royalty will not cover copper production.
The Royalty Agreement contains certain provisions that limit the concentrate
marketing terms applicable to the Company, including a 90.6% minimum payable
gold factor and a maximum gold refining charge against the production interest
payment to Royal Gold of $6 per ounce of gold.
2
Closing
of the Teck Transaction, including payment of the cash and share portions for
the purchase price and delivery of the Royalty Agreement and related mortgages,
among other matters, is expected to occur on or before January 29,
2010.
The
foregoing descriptions of the Amended and Restated Master Agreement and the
Royalty Agreement are qualified in their entirety by the full Amended and
Restated Master Agreement, along with the Form of Royalty Agreement attached
thereto as Exhibit C, which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference. Amendment No. 1 to the Stockholder
Agreement is attached as Exhibit 4.1 hereto and is incorporated herein by
reference.
Cautionary
Statements
The
Amended and Restated Master Agreement has been included to provide investors
with information regarding its terms. Except for its status as the contractual
document that establishes and governs the legal relations among the parties
thereto with respect to the transactions described above, the Amended and
Restated Master Agreement is not intended to be a source of factual, business or
operational information about the parties.
The
Amended and Restated Master Agreement contains representations and warranties
that the Company and CDA made to each other as of specific dates. The assertions
embodied in those representations and warranties were made solely for purposes
of the Amended and Restated Master Agreement, which governs the contractual
rights and relationships, and allocate risks among the parties thereto in
relation to the acquisition, and may be subject to important qualifications and
limitations agreed to by the Company and CDA in connection with negotiating its
terms. Moreover, the representations and warranties may be
subject to a contractual standard of materiality that may be different from what
may be viewed as material to stockholders. For the foregoing reasons, no person
should rely on the representations and warranties as statements of factual
information at the time they were made or otherwise.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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4.1
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Amendment
No. 1 to the Stockholder Agreement
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Amended
and Restated Master Agreement by and between Royal Gold, Inc. and Compañía
Minera Teck Carmen de Andacollo dated as of January 12, 2010, along with
the related Form of Royalty Agreement attached thereto as Exhibit
C
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Royal
Gold, Inc.
(Registrant)
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Date: January
15, 2010
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By:
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/s/ Karen Gross
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Karen
Gross
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Vice
President & Corporate
Secretary
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4
EXHIBIT
INDEX
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Exhibit No.
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Description
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4.1
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Amendment
No. 1 to the Stockholder Agreement
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10.1
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Amended
and Restated Master Agreement by and between Royal Gold, Inc. and Compañía
Minera Teck Carmen de Andacollo dated as of January 12, 2010, along with
the related Form of Royalty Agreement attached thereto as Exhibit
C
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5