Attached files
file | filename |
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8-K/A - FORM 8-K/A - ROYAL GOLD INC | d71192e8vkza.htm |
EX-4.1 - EX-4.1 - ROYAL GOLD INC | d71192exv4w1.htm |
EX-10.2 - EX-10.2 - ROYAL GOLD INC | d71192exv10w2.htm |
EX-10.1 - EX-10.1 - ROYAL GOLD INC | d71192exv10w1.htm |
EX-23.1 - EX-23.1 - ROYAL GOLD INC | d71192exv23w1.htm |
Exhibit 99.1
Royal Gold and International Royalty Corporation
Complete Plan of Arrangement
Complete Plan of Arrangement
DENVER, COLORADO. February 22, 2010. ROYAL GOLD, INC. (NASDAQ:RGLD; TSX:RGL) (Royal
Gold) and International Royalty Corporation (NYSE-A: ROY, TSX: IRC) (IRC) today announced the
completion of the plan of arrangement (the Arrangement) between Royal Gold and IRC pursuant to
which Royal Gold has acquired all of the outstanding common shares of IRC.
Pursuant to the Arrangement, IRC shareholders will receive, in the aggregate:
(i) cash consideration of approximately C$313.6 million and US$49.1 million;
(ii) 5,234,086 million common shares of Royal Gold; and (iii) 1,806,649 million exchangeable
shares of a wholly owned Canadian subsidiary of Royal Gold. Due to the prorationing mechanism in
the Arrangement, IRC shareholders who elected all cash consideration will receive C$4.20 of their
consideration in cash (or the US$ equivalent thereof based on the Bank of Canada noon spot rate of
$1.0420, as of February 19, 2010, if they elected to receive their cash consideration denominated
in US$) and 0.0593 shares of Royal Gold common stock or exchangeable shares for each IRC share
properly submitted. Shareholders who elected all share consideration will receive 0.1385 shares of
Royal Gold common stock or exchangeable shares per IRC share. Holders who elected or were deemed
to have elected a combination of cash and shares will receive their proportionate cash and share
consideration as pro-rated under the Arrangement.
Tony Jensen, President and Chief Executive Officer of Royal Gold stated, We welcome IRC
shareholders to participate in the combined entitys robust portfolio of royalty interests on 197
properties on six continents, including royalties on 31 producing properties and 20 development
stage projects. Royal Golds portfolio of high-quality, long-lived royalties highlighted by
significant interests in the Peñasquito, Pascua-Lama, Andacollo, Cortez, and Voiseys Bay mines
is unparalleled in the business and offers a dominant gold focus, excellent geopolitical
characteristics, and a substantial base for our future growth.
IRC founder, chairman and CEO, Douglas B. Silver, commented, It is gratifying to complete
this successful transaction for IRC shareholders. We are proud of the quality royalty portfolio
and the value for shareholders that IRC was able to build in only five short years. We are also
pleased that IRC shareholders can be associated with Royal Gold which has been a formidable
competitor and has built a high quality royalty
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portfolio in its own right, focused on precious metals. We are confident that the combination of
Royal Gold and IRC can build shareholder value for years to come.
Royal Gold, Inc.
Royal Gold is a precious metals royalty company engaged in the acquisition and management of
precious metal royalty interests. Royal Gold is publicly traded on the NASDAQ Global Select Market
under the symbol RGLD, and on the Toronto Stock Exchange under the symbol RGL. Royal Golds
website is located at www.royalgold.com.
For further information please contact:
Karen Gross
Vice President and Corporate Secretary
(303) 575-6504
Vice President and Corporate Secretary
(303) 575-6504
Cautionary Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
With the exception of historical matters, the matters discussed in this press release are
forward-looking statements that involve risks and uncertainties that could cause actual results to
differ materially from projections or estimates contained herein. Such forward-looking statements
include statements regarding the cash, shares, or exchangeable shares each IRC shareholder will
receive, and the duration of anticipated revenue from Royal Golds robust royalty portfolio.
Factors that could cause actual results to differ materially from those implied or expressed by
these statements include, among others, factors described in IRCs Management Proxy Circular, dated
January 15, 2010, that is filed with the Securities and Exchange Commission, precious metals
prices, decisions and activities of the operators of the various properties, unanticipated grade,
geological, metallurgical, processing or other problems the operators may encounter, changes in
project parameters as plans continue to be refined, economic and market conditions, as well as
other factors described elsewhere in this press release and in Royal Golds Annual Report on Form
10-K, Quarterly Report on Form 10-Q, and other filings with the Securities and Exchange Commission.
In addition, acquired royalty interests on certain projects are subject to risks associated with
conducting business in a foreign country, including application of foreign laws to contract and
other disputes, foreign environmental laws and enforcement and uncertain political and economic
environments. Most of these factors are beyond Royal Golds ability to predict or control. Royal
Gold disclaims any obligation to update any forward-looking statement made herein. Readers are
cautioned not to put undue reliance on forward-looking statements.
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