Attached files
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| EX-10.1 - ROYAL GOLD INC | v205472_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) December 10, 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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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)
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Registrant’s
telephone number, including area code 303-573-1660
(Former
name or former address, if changed since 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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement
On
December 10, 2010, RGL Royalty AG (“Swissco”), a wholly-owned subsidiary of
Royal Gold, Inc. (“Royal Gold” or the “Company”), entered into an Intercreditor
Agreement (the “Intercreditor Agreement”) by and among Swissco, Terrane Metals
Corp. (“Terrane”), a wholly-owned subsidiary of Thompson Creek Metals Company
Inc. (“Thompson Creek”), and JPMorgan Chase Bank, N.A., as administrative agent
for the Senior Debt Secured Parties identified therein (the “Senior Debt Secured
Parties”), pursuant to which the Senior Debt Secured Parties agreed to
subordinate certain aspects of their security interest in the assets of Thompson
Creek in the Mt. Milligan copper-gold project in British Columbia (the
“Project”) to the interests of Swissco, and Swissco agreed to subordinate
certain aspects of its security interest in the Project to the interests of the
Senior Debt Secured Parties. Swissco obtained its security interest
in connection with closing of the Mt. Milligan gold purchase transaction
previously announced by the Company on October 20, 2010. The parties
entered into the Intercreditor Agreement simultaneous with the entry by Thompson
Creek into a senior revolving credit facility with the Senior Lenders (as
identified in the Intercreditor Agreement).
Pursuant
to the Intercreditor Agreement, Swissco will retain a first priority, perfected
security interest in 25% of payable gold produced from the Project and all
proceeds thereof (the “Royal Gold Priority Collateral”), and Swissco will
subordinate to the Senior Debt Secured Parties all other aspects of its security
interest in the Project, which include a security interest in the mining leases,
mineral claims, minerals other than the Royal Gold Priority Collateral and real
property associated with the Project. The terms of the Intercreditor
Agreement are consistent with the provisions of Section 8.6(a) of the Purchase
and Sale Agreement by and among Swissco, Royal Gold, Terrane and Thompson Creek
dated as of October 20, 2010, which was included as Exhibit 10.1 to the
Company’s Form 8-K filed on October 20, 2010.
The
foregoing description of the terms of the Intercreditor Agreement is qualified
in its entirety by the Intercreditor Agreement, which is filed herewith as
Exhibit 10.1 and incorporated into this Item 1.01 by reference.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
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10.1
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Intercreditor
Agreement by and among RGL Royalty AG, Terrane Metals Corp. and JPMorgan
Chase Bank N.A. dated as of December 10,
2010.
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2
SIGNATURES
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.
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(Registrant)
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Dated: December
14, 2010
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By:
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/s/ Karen Gross
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Name:
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Karen
Gross
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Title:
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Vice
President and Corporate
Secretary
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3
Exhibit
Index
Exhibit
No.
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10.1
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Intercreditor
Agreement by and among RGL Royalty AG, Terrane Metals Corp. and JPMorgan
Chase Bank N.A. dated as of December 10,
2010.
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4