10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From                             to

Commission File Number 001-13357

Royal Gold, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	84-0835164 (I.R.S. Employer Identification No.)
1660 Wynkoop Street, Suite 1000 Denver, Colorado (Address of Principal Executive Offices)	80202 (Zip Code)

Registrant's telephone number, including area code: (303) 573-1660

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common stock, $0.01 par value	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o    No ý

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Check one): Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

          Aggregate market value of the voting common stock held by non-affiliates of the registrant, based upon the closing sale price of Royal Gold common stock on December 31, 2009, as reported on the NASDAQ Global Select Market was $1,794,606,869. There were 53,671,158 shares of the Company's common stock, par value $0.01 per share, outstanding as of August 24, 2010. In addition, as of such date, there were 1,610,464 exchangeable shares of RG Exchangeco Inc., a subsidiary of registrant, outstanding which are exchangeable at any time into shares of the Company's common stock on a one-for-one basis and entitle their holders to dividend and other rights economically equivalent to those of the Company's common stock.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the Proxy Statement for the 2010 Annual Meeting of Stockholders scheduled to be held on November 17, 2010, and to be filed within 120 days after June 30, 2010, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.

INDEX

		Page
PART I.
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	9
ITEM 1B.	Unresolved Staff Comments	18
ITEM 2.	Properties	18
ITEM 3.	Legal Proceedings	40
ITEM 4.	(Removed and Reserved)	40
PART II.
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
ITEM 6.	Selected Financial Data	42
ITEM 7.	Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations	42
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	62
ITEM 8.	Financial Statements and Supplementary Data	63
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	95
ITEM 9A.	Controls and Procedures	95
ITEM 9B.	Other Information	96
PART III.
ITEM 10.	Directors, Executive Officers and Corporate Governance	97
ITEM 11.	Executive Compensation	97
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	97
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	97
ITEM 14.	Principal Accountant Fees and Services	97
PART IV.
ITEM 15.	Exhibits and Financial Statement Schedules	98
SIGNATURES		99
EXHIBIT INDEX		100

This document (including information incorporated herein by reference) contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve a degree of risk and uncertainty due to various factors affecting Royal Gold, Inc. and its subsidiaries. For a discussion of some of these factors, see the discussion in Item 1A, Risk Factors, of this report. In addition, please see our note about forward-looking statements included in Item 7, Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations ("MD&A"), of this report.

PART I

ITEM 1.    BUSINESS

Overview

        Royal Gold, Inc. ("Royal Gold", the "Company", "we", "us", or "our"), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals royalties and similar interests derived from production. Royalties are passive (non-operating) interests in mining projects that entitle the Company to a portion of the revenue or production from the project after deducting specified costs, if any. We seek to acquire existing royalties or to finance projects that are in production or in development stage in exchange for royalty interests. We are engaged in a continual review of opportunities to acquire existing royalties, to create new royalties through the financing of mine development or exploration, or to acquire companies that hold royalties. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary discussions and involvement as a bidder in competitive auctions.

        As of June 30, 2010, the Company owns royalties on 33 producing properties, 23 development stage properties and over 130 exploration stage properties, of which the Company considers 37 to be evaluation stage projects.32 producing properties. The Company uses "evaluation stage" to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. We do not conduct mining operations nor are we required to contribute to capital costs, exploration costs, environmental compliance costs or other operating costs on the properties in which we hold royalty interests. During the fiscal year ended June 30, 2010, we focused on the management of our existing royalty interests, the acquisition of royalty interests, the acquisition and integration of International Royalty Corporation ("IRC"), and the creation of royalty and similar interests through financing and strategic exploration alliances.

        As discussed in further detail throughout this report, some significant developments to our business during fiscal year 2010 were as follows:

(1)

Our royalty revenues increased 85% to $136.6 million, compared with $73.8 million during fiscal year 2009;



(2)

On January 25, 2010, we acquired an interest in the gold produced from the sulfide portion of the Andacollo project in Chile ("Andacollo Royalty") for $217.9 million in cash and 1,204,136 shares of our common stock (valued at approximately $53.4 million on the date of acquisition);



(3)

On February 22, 2010, we, through RG Exchangeco Inc. (formerly known as 7296355 Canada Ltd.), a wholly-owned Canadian subsidiary of Royal Gold ("RG Exchangeco") acquired all of the issued and outstanding common shares of IRC, a company incorporated in Canada (the "IRC Transaction"). The purchase price for the IRC Transaction consisted of approximately $350.0 million in cash, 5,234,086 shares of Royal Gold common stock (valued at $230.4 million on the date of acquisition) and 1,806,649 exchangeable shares of

1

RG Exchangeco (valued at $79.5 million on the date of acquisition) that are exchangeable at any time into shares of our common stock on a one-for-one basis ("Exchangeable Shares");

(4)

In June 2010, we sold 5,980,000 shares of our common stock, at a price of $48.50 per share, resulting in net proceeds to us of approximately $276.2 million; and



(5)

We increased our calendar year dividend to $0.36 per basic share, which is paid in quarterly installments throughout calendar year 2010. This represents a 12.5% increase compared with the dividend paid during calendar year 2009.

Certain Definitions

        Additional Mineralized Material:    Additional mineralized material is that part of a mineral system that has potential economic significance but cannot be included in the proven and probable ore reserve estimates until further drilling and metallurgical work is completed, and until other economic and technical feasibility factors based upon such work have been resolved. The Securities and Exchange Commission (the "SEC") does not recognize this term. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

        Gross Proceeds Royalty (GPR):    A royalty in which payments are made on contained ounces rather than recovered ounces.

        Gross Smelter Return (GSR) Royalty:    A defined percentage of the gross revenue from a resource extraction operation, in certain cases reduced by certain contract-defined costs paid by or charged to the operator.

        g/t:    A unit representing grams per tonne.

        Net Profits Interest (NPI):    A defined percentage of the gross revenue from a resource extraction operation, after recovery of certain contract-defined pre-production costs, and after deduction of certain contract-defined mining, milling, processing, transportation, administrative, marketing and other costs.

        Net Smelter Return (NSR) Royalty:    A defined percentage of the gross revenue from a resource extraction operation, less a proportionate share of incidental transportation, insurance, refining and smelting costs.

        Net Value Royalty (NVR):    A defined percentage of the gross revenue from a resource extraction operation, less certain contract-defined transportation costs, milling costs and taxes.

        Proven (Measured) Reserves:    Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, and the grade is computed from the results of detailed sampling, and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that the size, shape, depth and mineral content of the reserves are well established.

        Probable (Indicated) Reserves:    Reserves for which the quantity and grade are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance of probable (indicated) reserves, although lower than that for proven (measured) reserves, is high enough to assume geological continuity between points of observation.

        Payable Metal:    Ounces or pounds of metal in concentrate payable to the operator after deduction of a percentage of metal in concentrate that is paid to a third-party smelter pursuant to smelting contracts.

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        Reserve:    That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

        Royalty:    The right to receive a percentage or other denomination of mineral production from a resource extraction operation.

        Ton:    A unit of weight equal to 2,000 pounds or 907.2 kilograms.

        Tonne:    A unit of weight equal to 2,204.6 pounds or 1,000 kilograms.

Our Producing Royalty Interests

        Our producing royalty interests on mines that were in production and generated revenue for the Company during all or part of fiscal year 2010 are shown in the following table. The number of properties listed here as production stage could change periodically due to developments at the properties. Please see Item 2, Properties, of this report for further discussion of our principal producing royalty interests.

Mine	Location	Operator	Royalty (Gold unless otherwise stated)
Cortez	Nevada, USA	Barrick Gold Corporation ("Barrick")	GSR1:	0.40%-5.0% sliding-scale GSR
			GSR2:	0.40%-5.0% sliding-scale GSR
			GSR3:	0.71% GSR
			NVR1:	0.39% NVR
Robinson	Nevada, USA	QuadraFNX Mining Ltd. ("Quadra")	3.0% NSR (copper, gold, silver, molybdenum)
Leeville	Nevada, USA	Newmont Mining Corporation ("Newmont")	1.8% NSR
Goldstrike	Nevada, USA	Barrick	0.9% NSR
Bald Mountain	Nevada, USA	Barrick	1.75%-3.5% sliding-scale NSR
Twin Creeks	Nevada, USA	Newmont	2.0% GPR
Wharf	South Dakota, USA	Goldcorp Inc. ("Goldcorp")	0.0%-2.0% sliding-scale NSR
Skyline(1)	Utah, USA	Arch Coal, Inc.	1.41% GOR
Dolores	Chihuahua, Mexico	Minefinders Corporation, Ltd. ("Minefinders")	3.25% NSR; 2.0% NSR (silver)
El Chanate(2)	Sonora, Mexico	Capital Gold Corporation	2.0%-4.0% sliding-scale NSR
Mulatos(3)	Sonora, Mexico	Alamos Gold, Inc. ("Alamos")	1.0%-5.0% sliding-scale NSR
Peñasquito(4)	Zacatecas, Mexico	Goldcorp	2.0% NSR (gold, silver, lead, zinc)
Las Cruces(1)	Andalucía, Spain	Inmet Mining ("Inmet")	1.5% NSR (copper)
Taparko(5)	Namantenga, Burkina Faso	High River Gold Mines Ltd. ("High River")	15% GSR (TB-GSR1); 0%-10% sliding-scale GSR (TB-GSR2)
Inata(1)	Soum, Burkina Faso	Avocet Mining PLC	2.5% NSR
Siguiri(6)	Kankan, Guinea	AngloGold Ashanti Limited	0.0%-1.875% sliding-scale NSR
Martha	Santa Cruz Province, Argentina	Coeur d'Alene Mines Corporation	2.0% NSR (gold and silver)
Don Mario	Chiquitos Province, Bolivia	Orvana Minerals Corp.	3.0% NSR

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Mine	Location	Operator	Royalty (Gold unless otherwise stated)
Andacollo(7)	Region IV, Chile	Compañía Minera Teck Carmen de Andacollo ("CDA")	75% of gold produced
El Toqui	Region XI, Chile	Breakwater Resources	1.0%-3.0% sliding-scale NSR (gold, lead and zinc)
Voisey's Bay(1)	Labrador, Canada	Vale Ltd. ("Vale")	2.7% NSR (nickel, copper, cobalt)
Williams	Ontario, Canada	Barrick	0.97% NSR
Allan	Saskatchewan, Canada	Potash Corporation of Saskatchewan	$0.36-$1.44 per ton sliding-scale; $0.25 per ton (potash)
El Limon	El Limon, Nicaragua	B2Gold Corp. (95%) and Inversiones Mineras S.A. (5%)	3.0% NSR
Balcooma	Queensland, Australia	Kagara Ltd.	1.5% NSR (gold, silver, lead, copper and zinc)
Gwalia Deeps(1)	Western Australia, Australia	St. Barbara Limited ("St. Barbara)	1.5% NSR
Mt. Goode (Cosmos South)	Western Australia, Australia	Xstrata PLC	1.5% NSR (nickel)
South Laverton(1)	Western Australia, Australia	Saracen Mineral Holdings Limited	1.5% NSR
Southern Cross(1)	Western Australia, Australia	St. Barbara	1.5% NSR

(1)

Royalty acquired as part of the IRC transaction as discussed within Item 7, MD&A, of this report. Three oil and gas royalty interests, not shown here, were also acquired as part of the IRC transaction.

(2)

Royalty is capped once payments of approximately $17.0 million have been received. As of June 30, 2010, approximately $12.4 million remains under the cap.

(3)

Royalty is capped at 2.0 million gold ounces of production. Approximately 581,000 cumulative ounces of gold have been produced as of June 30, 2010.

(4)

The Peñasquito project consists of oxide and sulfide ores, each processed by different methods. The sulfide portion began production during the fourth quarter of calendar 2009.

(5)

TB-GSR1 will remain in effect until cumulative production of 804,420 ounces of gold is achieved or until cumulative payments of $35.0 million have been made to Royal Gold, whichever occurs first. TB-GSR2 will remain in effect until the termination of TB-GSR1. As of June 30, 2010, we have recognized approximately $30.6 million in royalty revenue associated with TB-GSR1, which is attributable to cumulative production of 202,000 ounces of gold. Management expects the dollar cap could be reached during the third quarter of calendar year 2010.

(6)

Royalty is subject to a dollar cap of approximately $12.0 million. As of June 30, 2010, approximately $1.8 million remains under the cap. Management expects the cap could be reached sometime during the last half of calendar 2010.

(7)

Production at Andacollo began during the second quarter of calendar 2010. The royalty is 75% of the gold produced from the sulfide portion of the deposit until 910,000 payable ounces have been sold and 50% of the gold produced in excess of 910,000 payable gold ounces.

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Our Development Stage Royalty Interests

        We own royalty interests that are currently in development stage. We categorize development stage royalties as properties that are not yet in production or not yet generating revenue for the Company. Please see Item 2, Properties, of this report for further discussion on our principal development stage royalty interests.

        The following royalty interests are currently in development stage because they have not yet provided revenue to the Company. These royalties are associated with properties currently in production.

Mine	Location	Operator	Royalty (Gold unless otherwise stated)
Marigold(1)	Nevada, USA	Goldcorp	2.0% NSR
Troy(2)	Montana, USA	Revett Minerals, Inc.	3.0% GSR (silver and copper)
Taparko	Burkina Faso, West Africa	High River	2.0% GSR (TB-GSR3); 0.75% milling royalty (TB-MR1)
Avebury(3)	Tasmania, Australia	Minerals and Metals Group	2% NSR (nickel)
Koolanooka	Western Australia, Australia	Sinosteel Midwest Corporation Ltd.	AUD$0.25 per ton (iron ore fines)
Meekatharra(3) (Yaloginda)	Western Australia, Australia	Mercator Gold PLC	0.45% NSR
Reedy's Burnakura(4)	Western Australia, Australia	Jinka Metals Ltd.	1.5%-2.5% NSR

(1)

Our royalty interest on the Marigold mine covers the majority of six sections of land, containing a number of open pits, but does not cover the current mining in the Basalt/Antler area. Approximately 45% of the current Marigold reserves are covered by this royalty.

(2)

Royalty became effective July 1, 2010.

(3)

Royalty acquired as part of the IRC transaction, as discussed below within Item 7, MD&A, of this report.

(4)

Royalty becomes payable after 300,000 gold ounces have been produced from the property. After an additional 75,000 gold ounces have been produced from the property, the royalty rate increases from a 1.5% NSR to a 2.5% NSR.

5

        The following royalty interests are currently in development stage because the properties are being developed by their operators but are not yet in production.

Mine	Location	Operator	Royalty (Gold unless otherwise stated)
Soledad Mountain(1)	California, USA	Golden Queen Mining Co. Ltd.	3.0% NSR (gold and silver)
Gold Hill(2)	Nevada, USA	Kinross Gold Corporation (50%), Barrick (50%)	1.0% to 2.0% sliding-scale NSR and 0.9% NSR (MACE claims)
Relief Canyon	Nevada, USA	Firstgold Incorporated	3.0% NSR and 1.0% NSR
Pascua-Lama(2,3)	Region III, Chile	Barrick	0.67% to 4.48% sliding-scale NSR and 1.05% fixed rate royalty (copper)
Bundarra(1)	Western Australia, Australia	Terrain Minerals Ltd.	1.5% NSR
Meekatharra(2) (Paddy's Flat)	Western Australia, Australia	Mercator Gold	A$10.00 per gold ounce produced and 1.5% NSR
Tarmoola(1)	Western Australia, Australia	St. Barbara	1.5% NSR
Schaft Creek(1)	British Columbia, Canada	Copper Fox Metals Inc.	3.5% NPI (gold, silver, copper, molybdenum)
Pine Cove	Newfoundland, Canada	New Island Resources Inc. (70%), Anaconda Mining Inc. (30%)	7.5% NPI
Rambler North	Newfoundland, Canada	Rambler Metals and Mining PLC	1.0% NSR
Holt(4)	Ontario, Canada	St Andrew Goldfields Ltd. ("St Andrew")	0.00013 × quarterly average gold price
Caber(1)	Quebec, Canada	Breakwater Resources Ltd.	1.0% NSR (copper, zinc)
Canadian Malartic(5)	Quebec, Canada	Osisko Mining Corporation ("Osisko")	2.0% to 3.0% sliding-scale NSR
Wolverine(1)	Yukon, Canada	Yukon Zinc Corporation ("Yukon Zinc")	0.00% to 9.45% sliding-scale NSR (gold and silver)
Lluvia deOro(6)	Sonora, Mexico	NWM Mining Corp.	4.0% NSR
Tambor(1)	South-Central, Guatemala	Radius Gold Inc.	4.0% NSR

(1)

Royalty acquired as part of the IRC Transaction, as discussed below within Item 7, MD&A, of this report.

(2)

A portion of the royalty was acquired as part of the IRC Transaction, as discussed below within Item 7, MD&A, of this report.

(3)

See "Recent Developments, Business Developments" within Item 7, MD&A, of this report for a further discussion on recent developments at Pascua-Lama.

(4)

See "Recent Developments, Property Developments" within Item 7, MD&A, of this report for a further discussion on recent developments at Holt.

(5)

The royalty is subject to a buy-down right for $1.0 to $1.5 million. If the buy-down right is exercised by Osisko, the sliding-scale NRS would be reduced to range between 1.0% and 1.5%.

(6)

The various parties claiming interest in the mining concessions subject to this royalty have disputed any royalty obligation.

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Our Exploration Stage Royalty Interests

        We own royalty interests on over 130 exploration stage projects on six continents. None of our exploration stage projects contain proven and probable reserves as of December 31, 2009, as determined by the owner or operator of such projects.

Our Operational Information

Financial Information about Geographic Areas

        Royal Gold's royalty revenue and long-lived assets (royalty interests in mineral properties, net) are geographically distributed as shown in the following table. Please refer to Item 2, Properties, for further discussion of our principal royalty interests on producing mineral properties.

	Royalty Revenue									Royalty Interests in Mineral Property, net
	Fiscal Year Ended June 30,									Fiscal Year Ended June 30,
	2010			2009			2008			2010			2009			2008
United States		40	%		56	%		79	%		5	%		13	%		18	%
Africa(1)		29	%		21	%		11	%		2	%		8	%		12	%
Mexico		15	%		15	%		4	%		13	%		45	%		55	%
Australia		5	%		2	%		—			6	%		6	%		—
Canada		4	%		2	%		1	%		27	%		19	%		1	%
Chile		4	%		1	%		—			42	%		6	%		7	%
Other		3	%		3	%		5	%		5	%		3	%		7	%

(1)

Consists of royalties on properties in Burkina Faso and Guinea.

        Our financial results are primarily tied to the price of gold, silver, copper and other metals, as well as production from our producing royalty interests. For the fiscal years ended June 30, 2010, 2009 and 2008, gold, silver and copper price averages and percentage of royalty revenues by metal were as follows:

	Fiscal Year Ended
	June 30, 2010					June 30, 2009					June 30, 2008
Metal	Average Price		Percentage of Royalty Revenue			Average Price		Percentage of Royalty Revenue			Average Price		Percentage of Royalty Revenue
Gold ($/ounce)	$	1,089		81	%	$	874		84	%	$	821		74	%
Silver ($/ounce)	$	16.85		3	%	$	12.91		3	%	$	15.40		3	%
Copper ($/pound)	$	3.03		9	%	$	2.25		11	%	$	3.53		23	%
Other		N/A		7	%		N/A		2	%		N/A		0	%

        Our financial results are discussed in further detail within Part II, Item 7, MD&A, and within our audited consolidated financial statements which are included in Part II, Item 8, Financial Statements and Supplementary Data. The risks associated with the operations of our royalty interests in various geographic regions are discussed in Item 1A, Risk Factors.

Competition

        The mining industry in general and the royalty segment in particular are competitive. We compete with other royalty companies, mine operators and financial buyers in efforts to acquire existing royalties and with the lenders and investors providing debt and equity financing to operators of mineral properties in our efforts to create new royalties. Many of our competitors in the lending and mining business are larger than we are and have greater resources and access to capital than we have. Key

7

competitive factors in the royalty acquisition and financing business include price, structure and access to capital.

Regulation

        Like all mining operations, the operators of the mines that are subject to our royalties must comply with environmental laws and regulations promulgated by federal, state and local governments including, but not limited to, the National Environmental Policy Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Clean Air Act; the Clean Water Act; the Hazardous Materials Transportation Act; and the Toxic Substances Control Act. Mines located on public lands in the United States are subject to the General Mining Law of 1872 and are subject to comprehensive regulation by either the United States Bureau of Land Management (an agency of the United States Department of the Interior) or the United States Forest Service (an agency of the United States Department of Agriculture). The mines also are subject to regulations of the United States Environmental Protection Agency ("EPA"), the United States Mine Safety and Health Administration and similar state and local agencies. Operators of mines that are subject to our royalties in other countries are obligated to comply with similar laws and regulations in those jurisdictions. Although we are not responsible as a royalty owner for ensuring compliance with these laws and regulations, failure by the operators of the mines on which we have royalties to comply with applicable laws, regulations and permits can result in injunctive action, damages and civil and criminal penalties on the operators which could reduce or eliminate production from the mines and thereby reduce or eliminate the royalties we receive and negatively affect our financial condition.

Corporate Information

        We were incorporated under the laws of the State of Delaware on January 5, 1981. Our executive offices are located at 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202; our telephone number is (303) 573-1660.

Available Information

        Royal Gold maintains an internet website at www.royalgold.com. Royal Gold makes available, free of charge, through the Investor Relations section of its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with the SEC. Our SEC filings are available from the SEC's internet website at www.sec.gov which contains reports, proxy and information statements and other information regarding issuers that file electronically. These reports, proxy statements and other information may also be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. The charters of Royal Gold's key committees of the Board of Directors and Royal Gold's Code of Business Conduct and Ethics are also available on the Company's website. Any of the foregoing information is available in print to any stockholder who requests it by contacting Royal Gold's Investor Relations Department at (303) 573-1660.

Company Personnel

        We currently have 20 employees, all of whom are located in Denver, Colorado. Our employees are not subject to a labor contract or a collective bargaining agreement. We consider our employee relations to be good.

        We also retain independent contractors to provide consulting services, relating primarily to geologic and geophysical interpretations and also relating to such metallurgical, engineering, and other technical matters as may be deemed useful in the operation of our business.

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ITEM 1A.    RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Our business, financial condition, results of operations and cash flows could be materially adversely affected by any of these risks. The market or trading price of our securities could decline due to any of these risks. In addition, please see our note about forward-looking statements included in Part II, Item 7, MD&A, of this report. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

Risks Related to Our Business

We own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are operated in our best interest.

        All of our current revenue is derived from royalties on properties operated by third parties. The holder of a royalty interest typically has no authority regarding the development or operation of a mineral property. Therefore, we are not in control of decisions regarding development or operation of any of the properties on which we hold a royalty interest, and we have limited or no legal rights to influence those decisions.

        Our strategy of having others operate properties on which we retain a royalty or other passive interest puts us generally at risk for the decisions of others regarding all operating matters, including permitting, feasibility analysis, mine design and operation, processing, plant and equipment matters and temporary or permanent suspension of operations, among others. These decisions are likely to be motivated by the best interests of the operator rather than to maximize royalties. Although we attempt to secure contractual rights, such as audit or access rights, when we create new royalties that will permit us to protect our interests, there can be no assurance that such rights will always be available or sufficient, or that our efforts will be successful in achieving timely or favorable results or in affecting the operation of the properties in which we have royalty interests in ways that would be beneficial to our stockholders.

Volatility in gold, silver, copper and other metal prices may have an adverse impact on the value of our royalty interests and reduce our royalty revenues. Certain of our royalty contracts have features that may amplify the negative effects of a drop in commodity prices.

        The profitability of our royalty interests is directly related to the market price of gold, silver, copper and other metal prices. The market price of each metal may fluctuate widely and is affected by numerous factors beyond the control of any mining company. These factors include metal supply, industrial and jewelry fabrication and investment demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold sales and loans by central banks, forward sales by metal producers, global or regional political, economic or banking crises and a number of other factors. If gold, copper and certain other metal prices drop dramatically, we might not be able to recover our initial investment in royalty interests or properties. Moreover, the selection of a royalty investment or of a property for exploration or development, the determination to construct a mine and place it into production, and the dedication of funds necessary to achieve such purposes are decisions that must be made long before the first revenues from production will be received. Price fluctuations between the time that decisions about exploration, development and construction are made and the commencement of production can have a material adverse effect on the economics of a mine and can eliminate or have a material adverse impact on the value of royalty interests.

        Furthermore, if the market price of gold, copper or certain other metals should drop, then our royalty revenues would also drop. Our sliding-scale royalties, such as those at Cortez, Taparko, Mulatos and other properties, amplify this effect. When the gold price falls below a certain mark in a sliding-

9

scale royalty, we receive a lower royalty rate on production. In addition, certain royalty agreements, such as our royalty agreement for the Robinson mine and the Peñasquito mine are based on the operator's concentrate sales to smelters, which include price adjustments between the operator and the smelter based on commodity prices at a later date, three to four months in the case of Robinson. In such cases, our royalty payments from the operator include a component of these later adjustments, which can result in decreased royalty revenue in later periods if commodity prices have fallen.

        Volatility in gold, silver and copper prices is demonstrated by the annual high and low prices for those metals from selected years during the past decade. High and low gold prices per ounce, based on the London Bullion Market Association P.M. fix, have ranged from $293 to $256 in 2001, from $537 to $411 in 2005, from $1212 to $810 in 2009, and from $1,261 to $1,058 year to date. High and low silver prices per ounce, based on the London Bullion Market Association P.M. fix, have ranged from $4.82 to $4.07 in 2001, from $9.23 to $6.39 in 2005, from $19.18 to $10.51 in 2009, and from $19.64 to $15.14 year to date. High and low cooper prices per pound, based on the London Metal Exchange cash settlement price for copper Grade A, have ranged from $0.81 to $0.62 in 2001, from $2.08 to $1.44 in 2005, from $3.33 to $1.38 in 2009, and from $3.61 to $2.76 year to date.

Our revenues are subject to operational and other risks faced by operators of our mining properties.

        Although we are not required to pay capital costs or operating costs, our financial results are indirectly subject to hazards and risks normally associated with developing and operating mining properties where we hold royalty interests. These risks include:

•

insufficient ore reserves;

•

fluctuations in production costs incurred by operators or third parties that may make mining of ore uneconomical or impact the amount of reserves;

•

declines in the price of gold and other metals;

•

mine operating and ore processing facility problems;

•

economic downturns and operators' insufficient financing;

•

significant environmental and other regulatory permitting requirements and restrictions and any changes thereto;

•

challenges by non-mining interests to existing permits and mining rights, and to applications for permits and mining rights;

•

community unrest, labor disputes or work stoppages at mines;

•

geological problems;

•

pit wall or tailings dam failures or any underground stability issues;

•

natural catastrophes such as floods or earthquakes;

•

the risk of injury to persons, property or the environment; and

•

uncertain foreign political and economic environments.

        Operating cost increases can have a negative effect on the value of and income from our royalty interests by potentially causing an operator to curtail, delay or close operations at a mine site.

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Acquired royalty interests, particularly on development stage properties, are subject to the risk that they may not produce anticipated royalty revenues.

        The royalty interests we acquire may not produce the anticipated royalty revenues. Royalty interests acquired on development stage properties are particularly sensitive to this risk. The success of our royalty acquisitions is based on our ability to make accurate assumptions regarding the valuation, timing and amount of royalty payments, particularly with respect to acquisitions of royalties on development stage properties. If the operator does not bring the property into production and operate in accordance with feasibility studies, technical or reserve reports or other plans, then acquired royalty interests may not yield sufficient royalty revenues to be profitable. Furthermore, operators of development stage properties must obtain all necessary environmental permits and access to water, power and other raw materials needed for operations in order to begin production, and there can be no assurance operators will be able to do so. Pascua-Lama in Chile, the Canadian Malartic, Holt and Wolverine mining projects in Canada, are among our principal development stage royalty acquisitions to date. The failure of any of these projects to produce anticipated royalty revenues may materially and adversely affect our financial condition and results of operations.

We depend on our operators for the calculation of royalty payments. We may not be able to detect errors amd payment calculations may call for retroactive adjustments.

        Our royalty payments are calculated by the operators of the properties on which we have royalties based on their reported production. Each operator's calculation of our royalty payments is subject to and dependent upon the adequacy and accuracy of its production and accounting functions, and errors may occur from time to time in the calculations made by an operator. For example, the complex nature of mining and ownership of mining interests can result in errors regarding allocation of production, such as those that occurred in connection with our restatement of our consolidated financial statements for fiscal 2008. Certain royalty agreements require the operators to provide us with production and operating information that may, depending on the completeness and accuracy of such information, enable us to detect errors in the calculation of royalty payments that we receive. We do not, however, have the contractual right to receive production information for all of our royalty interests. As a result, our ability to detect royalty payment errors through our royalty monitoring program and its associated internal controls and procedures is limited, and the possibility exists that we will need to make retroactive royalty revenue adjustments. Some of our royalty contracts provide us the right to audit the operational calculations and production data for the associated royalty payments; however, such audits may occur many months following our recognition of the royalty revenue and may require us to adjust our royalty revenue in later periods.

If the current global financial conditions and challenging credit markets are prolonged, it may affect the ability of the operators of the properties on which we have royalties to meet liquidity needs or operate profitably, which in turn could have material adverse effects on the value of and revenue from our royalty interests. In addition, current global financial conditions may adversely affect our ability to obtain financing for additional royalty acquisitions.

        Current global financial conditions have been subject to increased volatility and uncertainty. The development and operation of mines is very capital intensive, and if the operators of the properties on which we have royalties do not have, in light of prevailing economic conditions, the financial strength or sufficient credit or other financing capability to cover the costs of developing or operating a mine, the operator may curtail, delay or cease development of or operations at a mine site. Many of our principal royalty interests are on development stage properties that require very significant capital to bring the properties into production and our revenues would be materially adversely affected if operators are unable to continue developing or operating a mine in accordance with their expectations due to insufficient financing or if any of the operators enter into bankruptcy or liquidation, or undergo

11

a change of control. If any of the operators of the properties on which we have royalties suffer these material adverse effects, then our royalty interests and the value of and revenue from our royalty interests may be materially adversely affected. In addition, if we are unable to obtain debt or equity financing, our ability to acquire additional assets would be adversely affected.

We received significant revenue from royalties on five properties and adverse developments at those properties, as well as depleting resources, could adversely affect our revenue.

        Approximately 64% of our revenues were derived from our royalty interests at Taparko, Cortez, Robinson, Leeville and Mulatos in fiscal years 2010 and 2009. We expect that these royalties will continue to be significant contributors to our revenue in future periods. Adverse developments affecting the operation of those properties, including unusual and unexpected geophysical conditions, previously unknown historic underground workings and other matters adversely affecting mining, milling and processing operations, could have a material adverse effect on our revenue from those properties and our results of operations.

        As mines on which we have royalties mature, we can expect overall declines in production over the years unless operators are able to replace reserves that are mined through mine expansion or successful new exploration. There can be no assurance that the operators of Cortez or our other properties will be able to maintain or increase production or replace reserves as they are mined.

Certain of our royalty interests are subject to payment or production caps or rights in favor of the operator or third parties that could reduce the revenues generated from the royalty assets.

        Some royalty interests are subject to limitations, such that the royalty will extinguish after threshold production is achieved or royalty payments at stated thresholds are made. For example, two of our four royalties at Taparko will terminate once we have received an aggregate of $35 million in revenue from TB-GSR1. We expect that the $35 million payment threshold could be achieved during the first quarter of fiscal year 2011. When the threshold amount is paid, TB-GSR1 and TB-GSR2 will expire and be replaced by TB-GSR3, an ongoing 2% GSR, which will significantly reduce our Taparko revenue. We also expect that the payment cap on our royalty at Siguiri could be reached in the second quarter of fiscal year 2011, at which time we will no longer receive any royalty from Siguiri. Furthermore, other of our royalty agreements contain rights that favor the operator or third parties. Osisko, the operator of Canadian Malartic, one of our principal development properties, has a buy-down right that, if exercised, would reduce our royalty interest. Also, certain individuals from whom we purchased portions of our royalty interest at Pascua-Lama, another of our principal development properties, are entitled to one-time payments if the price of gold exceeds certain thresholds. If any of these thresholds are met or rights are exercised, our future royalty revenue could be reduced.

We may enter into acquisitions or other material royalty transactions at any time.

        We are engaged in a continual review of opportunities to acquire existing royalties, to create new royalty assets or similar interests through the financing of mining projects or to acquire companies that hold royalties. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, technical, financial and other confidential information, submission of indications of interest, obtaining or providing debt commitments for acquisition financing, participation in discussions regarding serving as a financing source in connection with royalty acquisitions, and involvement as a bidder in competitive auctions. Any such acquisition could be material to us and could significantly increase the size and scope of our business. In such event, we could issue substantial amounts of common stock or incur substantial additional indebtedness to fund the acquisition.

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Issuances of common stock would dilute the ownership of our existing stockholders and could reduce some or all of our financial measures on a per share basis.

        In addition, we may consider opportunities to restructure our royalties where we believe such restructuring would provide a long-term benefit to the Company, though such restructuring may reduce near-term revenues. We could enter into one or more acquisition or restructuring transactions at any time.

We have incurred indebtedness in connection with our royalty acquisitions and could incur substantial additional indebtedness that could have adverse effects on our business.

        During the fiscal year 2010, the Company borrowed $255 million under its existing credit facilities. As a result of this indebtedness, we are required to use a portion of our cash flow to service the principal and interest on our debt. This limits the cash flow available to fund acquisitions and dividends and other general corporate purposes. In addition, we may incur substantial additional indebtedness in connection with financing acquisitions, strategic transactions or for other purposes. If we were to incur substantial additional indebtedness, it may become difficult for us to satisfy our debt obligations, increase our vulnerability to general adverse economic and industry conditions or require us to dedicate a substantial portion of our cash flow from operations and proceeds of any equity issuances to payments on our indebtedness, any of which results may place us at a competitive disadvantage to our competitors that have less debt or have other adverse effects upon us.

We may be unable to successfully acquire additional royalty and other similar interests.

        Our future success largely depends upon our ability to acquire royalty interests at appropriate valuations, including through corporate acquisitions, to replace depleting reserves and to diversify our royalty portfolio. We anticipate that most of our revenues will be derived from royalty and other similar interests that we acquire or finance, rather than through exploration of properties. There can be no assurance that we will be able to identify and complete the acquisition of such royalty interests, or businesses that own desired royalty interests, at reasonable prices or on favorable terms. In addition, we face competition in the acquisition of royalty and other similar interests. If we are unable to successfully acquire additional royalties or other similar interests, the reserves subject to our royalties will decline as the producing properties on which we have royalties are mined or payment or production caps on certain of our royalties are met. We may also experience negative reactions from the financial markets or operators of properties on which we seek royalties and other similar interests if we are unable to successfully complete acquisitions of royalty interests or businesses that own desired royalty interests. Each of these factors may adversely affect the trading price of our common stock or our financial condition or results of operations.

        On July 15, 2010, we entered into a letter agreement pursuant to which we agreed to acquire 25% of the payable gold produced from the Mt. Milligan copper-gold project in British Columbia from Thompson Creek Metals Company Inc. or its affiliate ("Thompson Creek") concurrent with the closing of Thompson Creek's proposed acquisition of Terrane Metals Corp. ("Terrane"). There can be no assurance that Thompson Creek's proposed acquisition of Terrane will be successful, and therefore, there can be no assurance that we will be successful in acquiring 25% of the payable gold produced from the Mt. Milligan project.

Estimates of production by the operators of mines in which we have royalty interests are subject to change, and actual production may vary materially from such estimates.

        Production estimates are prepared by the operators of mining properties. There are numerous uncertainties inherent in estimating anticipated production attributable to our royalty interests, including many factors beyond our control and the control of the operators of properties in which we

13

have royalty interests. We do not participate in the preparation or verification of production estimates and have not independently assessed or verified the accuracy of such information. The estimation of anticipated production is a subjective process and the accuracy of any such estimates is a function of the quality of available data, reliability of production history, variability in grade encountered, mechanical or other problems encountered, engineering and geological interpretation and operator judgment. Rates of production may be less than expected. Results of drilling, metallurgical testing and production, changes in commodity prices, and the evaluation of mine plans subsequent to the date of any estimate may cause actual production to vary materially from such estimates.

Estimates of reserves and mineralization by the operators of mines in which we have royalty interests are subject to significant revision.

        There are numerous uncertainties inherent in estimating proven and probable reserves and mineralization, including many factors beyond our control and the control of the operators of mineral properties on which we have royalty interests. Reserve estimates on our royalty interests are prepared by the operators of the mining properties. We do not participate in the preparation or verification of such reports and have not independently assessed or verified the accuracy of such information. The estimation of reserves and of other mineralized material is a subjective process, and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production, and the evaluation of mine plans subsequent to the date of any estimate, may cause a revision of such estimates. The volume and grade of reserves recovered and rates of production may be less than anticipated. Assumptions about gold and other precious metal prices are subject to great uncertainty, and such prices have fluctuated widely in the past. Declines in the market price of gold or other precious metals also may render reserves or mineralized material containing relatively lower grades of ore uneconomical to exploit. Changes in operating costs and other factors including geotechnical characteristics and metallurgical recovery, may materially and adversely affect reserves. Finally, it is important to note that our royalties give us interests in only a portion of the production from the operators' aggregate reserves, and those interests vary widely based on the individual royalty documents.

Our disclosure controls and internal control over our financial reporting are subject to inherent limitations.

        Management has concluded that as of the period ended June 30, 2010, our disclosure controls and procedures and our internal control over financial reporting were effective. Such controls and procedures, however, may not be adequate to prevent or identify existing or future internal control weaknesses due to inherent limitations that are beyond our control, including, but not limited to, our dependence on operators for the calculations of royalty payments as discussed in the above risk factor. There is a risk that material misstatements in results of operations and financial condition may not be prevented or detected on a timely basis by our internal controls over financial reporting and may require us to restate our financial statements, as we did in fiscal year 2008. This could, in turn, adversely affect the trading price of our common stock and there is a risk that repeated restatements could result in an investigation by the SEC.

Royalty interests are subject to title and other defects and contest by operators of mining projects and holders of mining rights, and these risks may be hard to identify in acquisition transactions.

        We sometimes acquire portfolios of royalty interests. For example, we acquired 80 royalty interests when we acquired IRC. While Royal Gold seeks to confirm the existence, validity, enforceability and geographic extent of the royalties it acquires, there can be no assurance that disputes over these and other matters will not arise. Royalty interests in mining projects or properties generally are subject to uncertainties and complexities arising from the application of contract and property laws governing

14

private parties and/or local or national governments in the jurisdiction where mining projects are located. For example, the validity of unpatented mining claims, which constitute a significant portion of the properties on which we hold royalties in the United States, is often uncertain and such validity is always subject to contest. Unpatented mining claims are generally considered subject to greater title risk than patented mining claims, or real property interests that are held by absolute title to the land (known legally as "fee simple" ownership). Furthermore, royalties in many jurisdictions are contractual in nature, rather than interests in land, and therefore are subject to change of control, bankruptcy or insolvency of operators, and to challenges of various kinds brought by operators or third parties. We do not usually have the protection of security interests over property that we could liquidate to recover all or some part of our investment in the royalty. Disputes could also arise challenging, among other things, the existence or geographic extent of the royalty, third party claims to the same royalty asset or to the property on which we have a royalty, various rights of the operator or third parties in or to the royalty, methods for calculating the royalty, production and other thresholds and caps applicable to royalty payments, the obligation of an operator to make royalty payments, and various defects in the royalty agreement itself. Unknown defects in the royalties we acquire may prevent us from realizing the anticipated benefits from the acquisition, and could materially adversely affect our revenue and results of operations.

Changes in federal and state legislation could decrease our royalty revenues.

        A number of the properties on which we have royalties are located on U.S. federal lands that are subject to federal mining and other public land laws. Changes in federal or state laws or the regulations promulgated under them could affect mine development and expansion, significantly increase regulatory obligations and compliance costs with respect to mine development and mine operations, increase the cost of holding mining claims or impose additional taxes on mining operations, all of which could adversely affect our royalty revenue from such properties. In recent years, the United States Congress has considered a number of proposed major revisions to the General Mining Law of 1872 (the "General Mining Law"), which governs the creation, maintenance and possession of mining claims and related activities on federal public lands in the United States. Four such proposals are currently pending. Bills H.R. 699 and S. 140 were introduced in the Congress in January 2009 and S. 796 and H.R. 3201 were introduced in April and July, 2009, respectively. Provisions in these proposed bills, if enacted, would impose royalties payable to the government on production, increase land holding fees, impose federal reclamation fees, impose additional environmental operating standards and afford greater public involvement and regulatory discretion in the mine permitting process. If enacted, legislation such as H.R. 699, S. 140, S. 796 and H.R. 3201 could adversely affect the development of new mines and the expansion of existing mines, as well as increase the cost of all mining operations on federal lands, perhaps materially and adversely affecting mine operators and, therefore, our royalty revenue. By way of example, if a royalty, assessment, production tax, or other levy imposed on and measured by production is charged to the operator at Cortez, which is largely located on U.S. federal lands, the amount of that charge would be deducted from gross proceeds for calculation of our GSR1, GSR2 and GSR3 royalties, which would reduce our royalty revenues from these royalty interests.

Foreign operations and operation by foreign operators are subject to many risks.

        We derived approximately 60% of our revenues from foreign sources during fiscal 2010, compared to 44% in fiscal 2009. Our principal producing royalties on properties outside of the United States are located in Australia, Burkina Faso, Canada, Mexico and Spain. We currently have interests in mines and projects outside of the United States in Argentina, Australia, Bolivia, Brazil, Burkina Faso, Canada, Chile, Colombia, Dominican Republic, Finland, Ghana, Guatemala, Honduras, Mexico, Nicaragua, Peru, the Republic of Guinea, Russia, Spain and Tunisia. Our foreign activities are subject to the risks normally associated with conducting business in foreign countries. These risks include, depending on the country, such things as volatile exchange controls and currency fluctuations, inflation, limitations on

15

repatriation of earnings, foreign taxation, enforcement of unfamiliar or uncertain foreign real estate, contract and environmental laws, expropriation or nationalization of property, labor practices and disputes, changes in legislation that could substantially increase the cost of mining operations, war, civil unrest and uncertain political and economic environments. Recently proposed tax legislation in Australia, Chile and other foreign jurisdictions could impose large tax obligations on operators that could materially adversely affect the feasibility of new mine development and the profitability of existing mining operations. In addition, many of our operators are organized outside of the United States. Our royalty interests may be subject to the application of foreign laws to our operators, and their stockholders, including laws relating to foreign ownership structures, corporate transactions, creditors' rights, bankruptcy and liquidation. Foreign operations also could be adversely impacted by laws and policies of the United States affecting foreign trade, investment and taxation.

The mining industry is subject to significant environmental risks.

        Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations in the United States and abroad intended to ensure the protection of the environment are constantly changing and generally are becoming more restrictive and costly. Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials, particularly water, needed for operations. If an operator is forced to incur significant costs to comply with environmental regulations or becomes subject to environmental restrictions that limit its ability to continue or expand operations, or if an operator were to lose its right to use or access water or other raw materials necessary to operate a mine, our royalty revenues could be reduced, delayed, or eliminated. These risks are most salient with regard to our development stage royalty properties where permitting may not be complete and where new legislation and regulation can lead to delays, interruptions and significant unexpected cost burdens for mine operators. For example, legislation is pending in Argentina which, if enacted, could stop or curtail mining activities on or near the country's glaciers. We have royalty interests on the Chilean side of the Pascua-Lama Project, which straddles the border between Chile and Argentina, and the new legislation in Argentina, if passed, could affect the feasibility, design, development and operation of the Pascua-Lama Project. Further, to the extent that we become subject to environmental liabilities for the time period during which we were operating properties, the satisfaction of any liabilities would reduce funds otherwise available to us and could have a material adverse effect on our financial condition, results of operations and cash flows.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs to the operators of the properties on which we have royalties.

        A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. The December 1997 Kyoto Protocol, which ends in 2012, established a set of greenhouse gas emission targets for countries that have ratified the Protocol, which include Canada, Ghana, Australia and Peru. Furthermore, the U.S. Congress and several states have initiated legislation regarding climate change that will affect energy prices and demand for carbon intensive products. Additionally, the Australian Government may potentially reintroduce a national emissions trading scheme and mandatory renewable energy targets. Legislation and increased regulation regarding climate change could impose significant costs on the operators of the properties on which we have royalties, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. If an operator of a property on which we have royalty interests is forced to incur significant costs to comply with climate change regulation or becomes subject to environmental restrictions that limit its ability to continue or expand operations, our royalty revenues from that property could be reduced, delayed, or eliminated.

16

We depend on the services of our President and Chief Executive Officer and other key employees and on the participation of our Chairman.

        We believe that our success depends on the continued service of our key executive management personnel. Currently, Tony Jensen is serving as our President and Chief Executive Officer. Mr. Jensen's extensive commercial experience, mine operations background and industry contacts give us an important competitive advantage. Furthermore, our Chairman, Stanley Dempsey, who served as our Executive Chairman until his retirement in January 2009, remains closely involved with us. Mr. Dempsey's knowledge of the royalty business and long-standing relationship with the mining industry are important to our success. The loss of the services of Mr. Jensen or other key employees could jeopardize our ability to maintain our competitive position in the industry. We currently do not have key person life insurance for any of our officers or directors.

Risks Related to Our Common Stock

Our stock price may continue to be volatile and could decline.

        The market price of our common stock has fluctuated and may decline in the future. The high and low sale prices of our common stock on the NASDAQ Global Select Market were $35.42 and $23.85 for the fiscal year ended June 30, 2008, $49.81 and $22.75 for the fiscal year ended June 30, 2009 and $55.96 and $37.35 for the fiscal year ended June 30, 2010. The fluctuation of the market price of our common stock has been affected by many factors that are beyond our control, including:

•

market prices of gold and other metals;

•

interest rates;

•

expectations regarding inflation;

•

ability of operators to produce precious metals and develop new reserves;

•

currency values;

•

credit market conditions;

•

general stock market conditions; and

•

global and regional political and economic conditions.

Additional issuances of equity securities by us would dilute the ownership of our existing stockholders and could reduce some or all of our financial measures on a per share basis, reduce the trading price of our common stock or impede our ability to raise future capital.

        We may issue equity in the future in connection with acquisitions, strategic transactions or for other purposes. To the extent we issue additional equity securities, the ownership of our existing stockholders would be diluted and some or all of our financial measures on a per share basis could be reduced. In addition, the shares of common stock that we issue in connection with an acquisition may not be subject to resale restrictions. The market price of our common stock could decline if certain large holders of our common stock, or recipients of our common stock in connection with an acquisition, sell all or a significant portion of their shares of common stock or are perceived by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could also impair our ability to raise capital through the sale of additional common stock in the capital markets.

17

We may change our practice of paying dividends.

        We have paid a cash dividend on our common stock for each fiscal year beginning in fiscal year 2000. Our board of directors has discretion in determining whether to declare a dividend based on a number of factors, including prevailing gold prices, economic market conditions and funding requirements for future opportunities or operations. If our board of directors declines to declare dividends in the future or reduces the current dividend level, then our stock price could fall, and the success of an investment in our common stock would depend solely upon any future stock price appreciation. We have increased our dividends in prior years. There can be no assurance, however, that we will continue to do so. For example, if we were to materially increase our borrowings to conduct a material acquisition, our board of directors could elect to modify our practice of paying dividends and potentially reduce or eliminate dividends on common stock.

Certain anti-takeover provisions could delay or prevent a third party from acquiring us.

        Provisions in our restated certificate of incorporation may make it more difficult for third parties to acquire control of us or to remove our management. Some of these provisions:

•

permit our board of directors to issue preferred stock that has rights senior to the common stock without stockholder approval;

•

provide for three classes of directors serving staggered, three-year terms; and

•

require certain advanced notice of information relating to stockholder nominations and proposals.

        We are also subject to the business combination provisions of Delaware law that could delay, deter or prevent a change in control. In addition, we have adopted a stockholder's rights plan that imposes significant penalties upon a person or group that acquires 15% or more of our outstanding common stock without the approval of the board of directors. Any of these measures could prevent a third party from pursuing an acquisition of Royal Gold, even if stockholders believe the acquisition is in their best interests.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 2.    PROPERTIES

        We do not own or operate the properties in which we have royalty interests and therefore much of the information disclosed in this Form 10-K regarding these properties is provided to us by the operators. For example, the operators of the various properties provide us information regarding metals production, estimates of mineral reserves and additional mineralized material. Reserves are summarized below in this report in Item 2, Properties, Reserve Information. Our rights to information from the operators under our royalty agreements vary by royalty and by operator and we may not be entitled to information regarding certain properties. We do not participate in the preparation or calculation of the operators' estimates, production reports or reserve calculations and have not independently assessed or verified the accuracy of such information.

        There is more information available to the public regarding certain properties in which we have royalties, including reports filed with the SEC or with the Canadian securities regulatory agencies available at www.sec.gov or www.sedar.com, respectively. For risks to our business associated with operations of mining properties by third parties see generally the risks described under Part I, Item 1A, Risk Factors. For risks associated with the operators' reserve estimates, please see Part I, Item 1A, Risk

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Factors, Estimates of reserves and mineralization by the operators of mines in which we have royalty interests are subject to significant revision, of this report for further detail.

        The description of our principal royalties set forth in this Item 2, Properties, includes the location, operator, reserves and our royalty rate and interests. The descriptions do not include material current developments at each property. Material current developments announced by the operators are discussed in Item 7, MD&A, of this report.

Principal Royalties on Producing Properties

        Recent activities and further information for each of the principal producing properties in which we have a royalty interest are described in the following pages. The Company considers both historical and future potential revenues in determining which royalties in our portfolio are principal to our business. Estimated future potential royalty revenues from both producing and development properties are based on a number of factors, including reserves subject to our royalty interests, production estimates, feasibility studies, metal price assumptions, mine life, legal status and other factors and assumptions, any of which could change and could cause Royal Gold to conclude that one or more of such royalties are no longer principal to our business. Reserves for all of our producing properties are summarized in this report in Item 2, Properties, Reserve Information. As of June 30, 2010, the Company considers the properties discussed below principal to our business.

Andacollo (Region IV, Chile)

        We own a royalty on all gold produced from the sulfide portion of the Andacollo copper and gold deposit. The Andacollo Royalty equals 75% of the gold produced from the sulfide portion of the deposit at the Andacollo mine until 910,000 payable ounces of gold have been sold, and 50% of the gold produced in excess of 910,000 payable ounces of gold.

        Andacollo is an open-pit copper mine located in central Chile, Region IV in the Coquimbo Province and is operated by a subsidiary of Teck Resources Limited ("Teck"). Andacollo is located in the foothills of the Andes Mountains approximately 1.5 miles southwest of the town of Andacollo. The provincial capital of La Serena and the coastal city of Coquimbo are approximately 34 miles northeast of the Andacollo project by road and Santiago is approximately 215 miles south by air. Access to the mine is provided by taking Route 43 (R-43) south from La Serena to El Peñon. From El Peñon, D-51 is followed east and eventually curving to the south to Andacollo. Both R-43 and D-51 are paved roads.

        As of December 31, 2009, Teck estimated that at a $500 per ounce gold price, proven and probable reserves were 437.2 million tons, at an average grade of 0.004 ounces per ton containing 1.631 million ounces of gold.

        Please refer to Item 7, MD&A, of this report for further discussion on the Andacollo Royalty.

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        The following aerial photo depicts the area subject to our royalty interest at Andacollo:

Voisey's Bay (Labrador, Canada)

        As a result of the IRC Transaction, we own an effective 2.7% NSR royalty on the Voisey's Bay nickel-copper-cobalt mine located in Newfoundland and Labrador, Canada and operated by Vale. The Company owns 90% of a 3.0% NSR (or 2.7%) while a non-controlling interest owns the remainder. The Voisey's Bay project is located on the northeast coast of Labrador, on a peninsula bordered to the north by Anaktalak Bay and to the south by Voisey's Bay. The nearest communities are Nain, approximately 20 miles northeast, and Natuashish, approximately 50 miles southeast. The property is 205 miles north of Happy Valley-Goose Bay, in south-central Labrador, and 560 miles north-northwest of St. John's, the capital of the Province. Access to the property is by helicopter, small aircraft or tracked vehicles during the winter.

        As of December 31, 2009, Vale reported that nickel, copper and cobalt reserves were 27.6 million tons, at an average grade of 2.71% nickel, 1.58% copper and 0.13% cobalt containing 1,493 million pounds of nickel, 873 million pounds of copper and 74 million pounds of cobalt. Reserves were calculated at $11.01 or less per pound of nickel, $2.91 or less per pound of copper, and $22.70 or less per pound of cobalt.

        Please refer to Item 7, MD&A, of this report for a further discussion on the IRC Transaction.

20

        The following aerial photo depicts the area subject to our royalty interest at Voisey's Bay:

Cortez (Nevada, USA)

        Cortez is a large open pit, mill and heap leach operation located approximately 60 air miles southwest of Elko, Nevada, in Lander County. The site is reached by driving west from Elko on Interstate 80 approximately 46 miles, and proceeding south on State Highway 306 approximately 23 miles. Cortez includes the Pipeline, South Pipeline, Gap and Crossroads deposits and is operated by subsidiaries of Barrick.

        The royalty interests we hold at Cortez include:

(a)

Reserve Claims ("GSR1").    This is a sliding-scale GSR royalty for all products from an area originally known as the "Reserve Claims," which includes the majority of the Pipeline and South Pipeline deposits. As defined in our royalty agreement with Cortez, our GSR royalty applies to revenues attributed to products mined and removed, with no deduction for any costs paid by or charged to Cortez, except for deductions for refining and transportation of doré and Mining Law reform costs. Mining Law reform costs include all amounts paid by or charged to Cortez for any royalty, assessment, production tax or other levy imposed on and measured by production, to the extent that any such levy is hereafter imposed by the United States in connection with reform of the General Mining Law or otherwise. As defined, no such Mining Law reform costs are currently deducted since no such reform has occurred. The revenues attributed to Cortez are determined on a deemed market value basis of total production for each calendar quarter outturned to Cortez's account at the refiner. The GSR

21

royalty rate on the Reserve Claims is tied to the gold price as shown in the table below and does not include indexing for inflation or deflation.

(b)

GAS Claims ("GSR2").    This is a sliding-scale GSR royalty for all products from an area outside of the Reserve Claims, originally known as the "GAS Claims," which encompasses approximately 50% of the GAP deposit and all of the Crossroads deposit. The GSR royalty rate on the GAS Claims, as shown in the table below, is tied to the gold price, without indexing for inflation or deflation, and applies to revenues attributed to products mined and removed, with no deduction of costs, except for refining and transportation of doré and Mining Law reform costs, if any. The GSR2 royalty applies to the mining claims that comprise the Crossroads deposit and approximately 50% of the GAP deposit.



(c)

Reserve and GAS Claims Fixed Royalty ("GSR3").    The GSR3 royalty is a fixed rate GSR royalty of 0.7125% and originally covered the same cumulative area as is covered by our two sliding-scale GSR royalties, GSR1 and GSR2. However, our GSR3interest does not cover the mining claims that comprise the undeveloped Crossroads deposit.



(d)

Net Value Royalty ("NVR1").    This is a fixed 1.25% NVR on production from the GAS Claims located on a portion of Cortez that excludes the Pipeline open pit. The Company owns 31.6% of the 1.25% NVR (or 0.39%) while limited partners (including certain directors of the Company) in the partnership, which is consolidated in our financial statements, own the remaining portion of the 1.25% NVR. This NVR1 royalty is calculated by deducting contract defined processing-related and associated capital costs, but not mining costs, from the revenue received by the operator for production from the area covered by the royalty. Our 0.39% portion of the NVR1 royalty does not cover the mining claims that comprise the undeveloped Crossroads deposit.

        We also own three other royalties in the Cortez area where there is currently no production and no reserves attributed to these royalty interests.

        The following shows the current sliding-scale GSR1 and GSR2 royalty rates under our royalty agreement with Cortez:

London P.M. Quarterly Average Price of Gold Per Ounce ($U.S.)		GSR1 and GSR2 Royalty Percentage
	Below     $210.00		0.40	%
	$210.00 - $229.99		0.50	%
	$230.00 - $249.99		0.75	%
	$250.00 - $269.99		1.30	%
	$270.00 - $309.99		2.25	%
	$310.00 - $329.99		2.60	%
	$330.00 - $349.99		3.00	%
	$350.00 - $369.99		3.40	%
	$370.00 - $389.99		3.75	%
	$390.00 - $409.99		4.00	%
	$410.00 - $429.99		4.25	%
	$430.00 - $449.99		4.50	%
	$450.00 - $469.99		4.75	%
	$470.00 - and above		5.00	%

        Under certain circumstances we would be entitled to delayed production payments (i.e., payments not recoupable by Cortez) of $400,000 per year.

        Barrick estimated that at an $825 per ounce gold price, proven and probable reserves related to our royalty interests at Cortez includes 134.2 million tons of ore, at an average grade of 0.039 ounces per ton, containing approximately 5.244 million ounces of gold as of December 31, 2009.

22

        Please refer to Item 7, MD&A, of this report for further discussion of recent developments at Cortez.

        The following aerial photo depicts the area subject to our royalty interests at Cortez:

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Taparko (Burkina Faso, West Africa)

        We own a 15.0% GSR royalty (TB-GSR1) and a sliding-scale GSR royalty (TB-GSR2), ranging from 0% to 10.0% depending on the price of gold, on all gold produced from the Taparko open pit gold mine. The Taparko mine is located in Burkina Faso, West Africa, and is operated by Somita, a subsidiary of High River. The Taparko mine is accessible by paved roads and is approximately 125 miles northeast of Ouagadougou, the capital of Burkina Faso.

        TB-GSR1 will remain in effect until cumulative production of 804,420 ounces of gold is achieved or until cumulative payments of $35 million have been made to Royal Gold, whichever is earlier. TB-GSR2 will remain in effect until the termination of TB-GSR1. Production at the Taparko mine commenced during our first fiscal quarter of 2008. As of June 30, 2010, we have recognized royalty revenue associated with the TB-GSR1 royalty totaling $30.6 million, which is attributable to cumulative production of approximately 202,000 ounces of gold. Management estimates that, based on Taparko's last three quarters of production and its calendar 2010 production guidance, the $35 million cap associated with TB-GSR1 could be met during the third calendar quarter of 2010.

        We also own a perpetual 2.0% GSR royalty (TB-GSR3) on all gold produced from the Taparko mine that applies to production following the termination of TB-GSR1 and TB-GSR2 royalties. A portion of the TB-GSR3 royalty is associated with existing proven and probable reserves and has been classified as a development stage royalty interest. The remaining portion of the TB-GSR3 royalty, which is not currently associated with proven and probable reserves, is classified as an exploration stage royalty interest.

        In addition, we own a 0.75% milling fee royalty (TB-MR1) on all gold processed through the Taparko mine processing facilities that is mined from any area outside of the Taparko mine area, subject to a maximum of 1.1 million tons per year. There currently are no proven and probable reserves associated with TB-MR1, and this royalty is classified as an exploration stage royalty interest.

        As of December 31, 2009, High River estimated that at an $800 per ounce gold price, proven and probable reserves include 8.0 million tons of ore, at an average grade of 0.085 ounces per ton, containing 0.683 million ounces of gold. Management estimates that as of December 31, 2009, 0.132 million contained ounces will be depleted to reach the $35 million cap on TB-GSR1 royalty. Upon meeting the $35 million cap, the remaining 0.551 million contained ounces of estimated gold will be associated with the TB-GSR3 royalty once it becomes effective.

        Please refer to Item 7, MD&A, of this report for further discussion of recent developments at Taparko.

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        The following aerial photo depicts the area subject to our royalty interests at the Taparko mine:

25

Robinson Mine (Nevada, USA)

        We own a 3.0% NSR royalty on all mineral production from the Robinson open pit mine operated by a subsidiary of Quadra. The Robinson mine produces two flotation concentrates for sale to third party smelters. One concentrate contains copper, gold and silver. The second is a molybdenum concentrate. Access to the property is via Nevada State Highway 50, 6.5 miles west of Ely, Nevada, in White Pine County.

        As of December 31, 2009, Quadra informed us that the copper and gold reserves were 113.6 million tons, at an average grade of 0.006 ounces per ton of gold, containing 0.704 million ounces of gold and a copper grade of 0.53% containing 1,203 million pounds of copper. The reserves were calculated at $2.00 per pound of copper and $800 per ounce of gold. Silver and molybdenum reserves were not reported but are produced and sold as by-products.

        Please refer to Item 7, MD&A, of this report for further discussion of recent developments at Robinson.

        The following aerial photo depicts the area subject to our royalty interest at the Robinson mine:

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Leeville (Nevada, USA)

        We own a carried working interest, equal to a 1.8% NSR royalty, which covers the majority of the Leeville property, in Eureka County, Nevada. The Leeville Mining Complex is approximately 19 air miles northwest of Carlin, Nevada, and is operated by a subsidiary of Newmont. The property is accessed by driving north from Carlin on Nevada State Highway 766 for 19 miles and then on an improved gravel road for two miles.

        At Leeville, proven and probable reserves, at an $800 per ounce gold price, include 5.3 million tons of ore, at an average grade of 0.338 ounces per ton, containing 1.790 million ounces of gold as of December 31, 2009.

        The following aerial photo depicts the area subject to our royalty interest at Leeville:

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Mulatos (Sonora, Mexico)

        We own a 1.0% to 5.0% sliding-scale NSR royalty on the Mulatos open pit mine in southeastern Sonora, Mexico. The Mulatos mine is located approximately 137 miles east of the city of Hermosillo and 186 miles south of the border with the United States and is operated by Alamos. Access to the mine from the city of Hermosillo can be made via private chartered flight or paved and gravel road.

        The Mulatos royalty is capped at 2.0 million gold ounces of production. As of June 30, 2010, approximately 581,000 cumulative ounces of gold have been produced.

        As of December 31, 2009, based upon a gold price of $800 per ounce, Alamos has reported proven and probable reserves of 67.9 million tons, at an average grade of 0.035 ounces per ton, containing 2.387 million ounces of gold.

        Please refer to Item 7, MD&A, of this report for further discussion of recent developments at Mulatos.

        The following aerial photo depicts the area subject to our royalty interest at the Mulatos mine:

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Peñasquito (Zacatecas, Mexico)

        We own a production payment equivalent to a 2.0% NSR royalty on all metal production from the Peñasquito project, located in the State of Zacatecas, Mexico, and operated by Goldcorp. The Peñasquito project is located approximately 17 miles west of the town of Concepción del Oro, Zacatecas, Mexico. The project, composed of two main deposits called Peñasco and Chile Colorado, hosts large silver, gold, zinc and lead reserves. The deposits contain both oxide and sulfide material. Access to the site is via either paved or cobbled roads west out of Concepcion del Oro nine miles to the town of Mazapil and then further approximately seven miles west from Mazapil.

        Goldcorp estimates that at a gold price of $825 per ounce and a silver price of $13 per ounce, proven and probable oxide reserves as of December 31, 2009 total 79.9 million tons of ore, at an average gold grade of 0.005 ounces per ton, containing 0.400 million ounces of gold, and at an average silver grade of 0.43 ounces per ton containing 34.5 million ounces of silver. Estimates for the sulfide reserves use the same gold and silver prices as the oxide reserve and include lead and zinc reserve estimates at a reserve price of $0.60 per pound for lead and $0.80 per pound for zinc. Proven and probable sulfide reserves as of December 31, 2009 include 1,261.9 million tons of ore, at an average gold grade of 0.014 ounces per ton, a silver grade of 0.82 ounces per ton, a lead grade of 0.29% and a zinc grade of 0.63% yielding contained metal of 17.420 million ounces of gold, 1,035.6 million ounces of silver, 7,211 million pounds of lead and 15,930 million pounds of zinc.

        Please refer to Item 7, MD&A, of this report for further discussion of recent developments at Peñasquito.

        The following aerial photo depicts the area subject to our royalty interest at Peñasquito:

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Dolores (Chihuahua, Mexico)

        We own a 1.25% NSR royalty on gold and a 2.0% NSR royalty on both gold and silver from the Dolores project located in Chihuahua, Mexico, and operated by Minefinders. The Dolores project is located approximately 155 miles west of the city of Chihuahua, Mexico. The property can be accessed by approximately 56 miles of recently upgraded access road from Yepachi, Chihuahua, to the mine site. Access to the property can also be achieved by light aircraft landing on a dirt strip located about five miles from the mine site.

        As of December 31, 2008, based upon a gold and silver price of $600 and $10 per ounce, respectively, Minefinders reported proven and probable gold reserves of 109.5 million tons, at an average gold grade of 0.022 ounces per ton, and an average silver grade of 1.16 ounces per ton, containing 2.444 million ounces of gold and 126.6 million ounces of silver. The Company did not receive updated reserve information as of December 31, 2009 from the operator.

        Please refer to Item 7, MD&A, of this report for further discussion of recent developments at Dolores.

        The following map depicts the area subject to our royalty interests at Dolores:

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Las Cruces (Andalucía, Spain)

        As a result of the IRC Transaction, we own a 1.5% NSR royalty on the Las Cruces copper project located in Andalucía, Spain and operated by Inmet. The Las Cruces mine is located in the Sevilla Province of southern Spain, about 12 miles northwest of the Province capital city of Seville. Access to the site is by well-maintained paved roads.

        As of December 31, 2009, Inmet reported copper reserves of 18.2 million tons, at an average grade of 6.3% copper, containing 2,304 million pounds of copper. Reserves were calculated at $2.00 per pound of copper.

        Please refer to Item 7, MD&A, of this report for a further discussion of the IRC Transaction.

        The following aerial photo depicts the area subject to our royalty interest at Las Cruces:

Gwalia Deeps (Western Australia, Australia)

        As a result of the IRC Transaction, we own a 1.5% NSR royalty on gold produced from the Gwalia Deeps mine located near the town of Leonora, Western Australia and operated by St. Barbara. The Gwalia Deeps mine in an underground mine within St. Barbara's Leonora operations. The mine can be accessed by taking the Goldfields Highway north out of Kalgoorlie for approximately 245 miles to the town of Leonora.

        As of June 30, 2009, St. Barbara Limited reported gold reserves of 8.7 million tons, at an average grade of 0.227 ounces per ton, containing 1.980 million ounces of gold. Reserves were calculated at

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A$1,250 (Australian dollars) for the operator's fiscal 2010 and at A$850 (Australian dollars) per ounce of gold thereafter.

        Please refer to Item 7, MD&A, of this report for a further discussion on the IRC Transaction.

        The following aerial photo depicts the area subject to our royalty interest at Gwalia Deeps:

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Principal Royalties on Development Stage Properties

        The following is a description of our principal royalty interests on development stage properties. There are proven and probable reserves associated with these properties as indicated below. These development stage royalty interests are not currently in production. Reserves for all of our development stage properties are summarized below in this report in Item 2, Properties—Reserve Information.

Pascua-Lama Project (Region III, Chile)

        As of June 30, 2010, we own a 0.67% to 4.48% sliding-scale NSR royalty on the Pascua-Lama project located on both sides of the border between Argentina and Chile, and operated by Barrick. Our royalty interest is applicable to all gold production from the portion of the Pascua-Lama project lying on the Chilean side of the border. As discussed in further detail in Item 7, MD&A, under "Recent Developments, Business Developments," on July 1, 2010, the Company entered into two separate assignment of rights agreements with two private Chilean citizens whereby Royal Gold acquired (i) a 0.35% sliding-scale NSR royalty and (ii) the right to acquire an additional 0.40% sliding-scale NSR royalty on the Pascua-Lama project. Upon the closing of the 0.40% sliding-scale NSR royalty acquisition, which is expected to occur during the second quarter of fiscal 2011, the Company's sliding-scale NSR on the Pascua-Lama project will be 0.78% to 5.23%. The Company has certain contingent rights and obligation with respect to the portion of the Pascua-Lama royalty acquired in the IRC Transaction. Please refer to Item 7, MD&A, under "Recent Developments, Business Developments" for further discussion on the contingent rights and obligations.

        The Pascua-Lama project is located within 7 miles of Barrick's operating Veladero mine. Access to the project is from the city of Vallenar, Region III, Chile, via secondary roads C-485 to Alto del Carmen, Chile, and C-489 from Alto del Carmen to El Corral, Chile.

        As of June 30, 2010, the sliding-scale NSR royalty is based upon the gold prices as shown in the following table.

London Bullion Market Association P.M. Monthly Average Price of Gold per Ounce (US$)		NSR Royalty Percentage
less than $325			0.67	%
	$400		1.34	%
	$500		2.33	%
	$600		3.05	%
	$700		3.76	%
$800 or greater			4.48	%

Note: Royalty rate is interpolated between the upper and lower endpoints.

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        Upon completion of the acquisition of the additional royalty interest, the sliding-scale NSR royalty is based upon the gold prices as shown in the following table:

London Bullion Market Association P.M. Monthly Average Price of Gold per Ounce (US$)		NSR Royalty Percentage
less than $325			0.78	%
	$400		1.57	%
	$500		2.72	%
	$600		3.56	%
	$700		4.39	%
$800 or greater			5.23	%

Note: Royalty rate is interpolated between the upper and lower endpoints.

        The Company will own an additional royalty equivalent to 1.05% upon completion of acquisition of the additional royalty interest of proceeds from copper produced from the Chilean portion of the project, net of allowable deductions, sold on or after January 1, 2017.

        The Pascua-Lama project is currently under construction. Barrick has estimated commissioning in late calendar 2012 and production in early calendar 2013.

        As of December 31, 2008, Barrick estimated proven and probable reserves at a $750 per ounce gold price, totaled 324.7 million tons, at an average of 0.045 ounces per ton, containing 14.615 million ounces of gold.

        Please refer to Item 7, MD&A, of this report for further discussion on our Pascua-Lama interest.

Canadian Malartic (Quebec, Canada)

        We own a 2.0% to 3.0% sliding-scale NSR royalty on the Canadian Malartic gold project located in Quebec, Canada, and owned by Osisko. The Canadian Malartic gold property is located in the Abitibi Gold Belt in Quebec, Canada, immediately south of the town of Malartic, Quebec, approximately 16 miles west of the town of Val d'Or. The northern extents of the Canadian Malartic property can be accessed directly from the Trans Canadian Highway 117.

        As of December 31, 2008, Osisko announced the completion of a positive feasibility study resulting in proven and probable reserves at a $775 gold price of 150.6 million tons of ore, at a grade of 0.031 ounces per ton, and containing 4.727 million ounces of gold that are subject to our royalty interest.

        The royalty is subject to a buy-down right for $1.0 to $1.5 million. If the buy down right is exercised by Osisko, the sliding-scale NSR royalty would be reduced to range between 1.0% and 1.5%. There is no expiration date on the buy down right.

        Please refer to Item 7, MD&A, of this report for further discussion on recent developments at Canadian Malartic.

Holt (Ontario, Canada)

        We own a sliding-scale NSR royalty on the Holt portion of the Holloway-Holt mining project located in Ontario, Canada and owned 100% by St Andrew. The Holloway-Holt project straddles Ontario Provincial Highway 101 for approximately 25 miles beginning east of Matheson, Ontario, Canada and extending to the Quebec, Canada border. The sliding-scale NSR royalty rate on gold produced from the Holt portion of the mining project is calculated by multiplying 0.00013 by the quarterly average gold price. For example, at a quarterly average gold price of $950 per ounce, the effective royalty rate payable would be 12.35%. The operator has disputed its obligation in respect of

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the royalty is limited to only a portion of the total royalty payable. Please refer to Item 3, Legal Proceedings, for more information regarding the dispute.

        St Andrew has brought the Holloway mine back into production and is performing the necessary work to maintain the Holt mine in a condition that allows for an easy start-up of mining activities once the Holt royalty litigation is satisfactorily resolved. According to St Andrew's public filings in Canada from June 2008, at a gold price of $775 per ounce, proven and probable reserves subject to Royal Gold's royalty equal 3.0 million tons at a grade of 0.165 ounces per ton, containing 0.486 million ounces of gold.

        Please refer to Item 7, MD&A, of this report for further discussion on recent developments on our Holt royalty.

Wolverine (Yukon, Canada)

        As a result of the IRC Transaction, we own a 0.00% to 9.445% sliding-scale NSR royalty on all gold and silver produced from the Wolverine project located in Yukon Territory, Canada, and operated by Yukon Zinc. The Wolverine property is located 106 miles north-northwest of Watson Lake in south central Yukon. Access to the property is provided by a 17 mile gravel road heading south and then northeast to the Robert Campbell Highway at a point approximately 120 miles north of Watson Lake.

        The sliding-scale NSR royalty on all gold and silver is based on the silver price as show in the following table:

London Bullion Market Association P.M. Monthly Average Price of Silver per Ounce (US$)		NSR Royalty Percentage
less than $5.00			0	%
	$5.00—$7.50		3.778	%
$7.51 or greater			9.445	%

        As of October, 2007, Yukon Zinc reported reserves of 5.3 million tons, at an average grade of 0.039 ounces per ton gold and 8.13 ounces per ton silver, containing 0.205 thousand ounces of gold and 42.8 million ounces of silver. Reserves were calculated using an $80 per tonne NSR cut-off.

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Reserve Information

        Table 1 below summarizes proven and probable reserves for gold, silver, copper, zinc and lead that have been reported to us by the operators of our royalty interests as of December 31, 2009. Properties are currently in production unless noted as development ("DEV") within the table. Properties for which we did not receive certain reserve breakdowns or information are noted as "DNR" within the table. Please refer to pages 39-41 for the footnotes to Table 1.

TABLE 1

Proven and Probable Gold Reserves(1)(2)(3) As of December 31, 2009(4)
GOLD(5)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Gold Grade (oz/ton)		Gold Contained Ozs (millions)(6)		Tons of Ore (millions)		Ave. Gold Grade (oz/ton)		Gold Contained Ozs (millions)(6)		Tons of Ore (millions)		Ave. Gold Grade (oz/ton)		Gold Contained Ozs (millions)(6)
Bald Mountain(7)	Barrick		DNR		DNR		DNR		DNR		DNR		DNR		65.04		0.025		1.614
Cortez (Pipeline) GSR1	Barrick		5.18		0.090		0.469		22.96		0.046		1.058		28.14		0.054		1.527	(8)
Cortez (Pipeline) GSR2	Barrick		10.56		0.040		0.423		95.53		0.034		3.294		106.08		0.035		3.717	(8)
Cortez (Pipeline) GSR3	Barrick		7.87		0.068		0.532		50.32		0.032		1.610		58.19		0.037		2.142	(8)
Cortez (Pipeline) NVR1	Barrick		5.99		0.049		0.293		50.03		0.032		1.579		56.02		0.033		1.872	(8)
Gold Hill (DEV)	Kinross/Barrick		0.28		0.013		0.004		31.08		0.015		0.459		31.37		0.015		0.463
Goldstrike—SJ Claims(7)	Barrick		DNR		DNR		DNR		DNR		DNR		DNR		47.20		0.113		5.354
Leeville	Newmont		3.00		0.360		1.078		2.31		0.309		0.712		5.30		0.338		1.790
Marigold (DEV)(7)(9)	Goldcorp/Barrick		DNR		DNR		DNR		DNR		DNR		DNR		45.57		0.015		0.681
Robinson	Quadra FNX		108.66		0.006		0.678		4.94		0.005		0.026		113.60		0.006		0.704
Soledad Mountain (DEV)	Golden Queen		30.48		0.024		0.729		20.75		0.016		0.324		51.22		0.021		1.052
Twin Creeks—Section 13	Newmont		0.47		0.107		0.051		0.16		0.102		0.016		0.63		0.106		0.067
Wharf	Goldcorp		8.70		0.020		0.170		0.97		0.021		0.020		9.68		0.020		0.190
Canadian Malartic (DEV)(7)	Osisko Mining		DNR		DNR		DNR		DNR		DNR		DNR		150.56		0.031		4.727
Holt (DEV)(10)	St Andrew Goldfields		0.11		0.187		0.021		2.84		0.164		0.466		2.95		0.165		0.486
Pine Cove (DEV)	New Island Resources/Anaconda Mining		0.00		0.000		0.000		2.57		0.081		0.207		2.57		0.081		0.207
Schaft Creek (DEV)	Copper Fox		453.16		0.007		3.119		451.83		0.005		2.451		904.99		0.006		5.570
Williams	Barrick		9.06		0.068		0.614		2.93		0.084		0.247		11.99		0.072		0.861
Wolverine (DEV)	Yukon Zinc		0.64		0.036		0.023		4.63		0.039		0.182		5.27		0.039		0.205
Dolores(7)	Minefinders		DNR		DNR		DNR		DNR		DNR		DNR		109.46		0.022		2.444
El Chanate	Capital Gold		24.69		0.020		0.503		53.08		0.019		1.001		77.77		0.019		1.504
Mulatos	Alamos		11.38		0.047		0.540		56.47		0.033		1.847		67.86		0.035		2.387
Peñasquito Oxide(11)	Goldcorp		79.92		0.005		0.400		0.00		0.000		0.000		79.92		0.005		0.400
Peñasquito Sulfide(11)	Goldcorp		639.97		0.018		11.490		621.91		0.010		5.930		1261.87		0.014		17.420
Andacollo (DEV)	Teck		173.28		0.004		0.708		263.89		0.003		0.924		437.17		0.004		1.631
El Limon(7)	B2Gold		DNR		DNR		DNR		DNR		DNR		DNR		1.12		0.134		0.150
El Toqui	Breakwater		0.89		0.128		0.114		2.77		0.067		0.186		3.66		0.082		0.300
Martha	Coeur d'Alene		0.00		0.000		0.000		0.04		0.037		0.001		0.04		0.037		0.001
Pascua-Lama (DEV)(12)	Barrick		36.10		0.053		1.917		288.60		0.044		12.698		324.70		0.045		14.615	(13)
Balcooma(14)	Kagara Ltd.		0.10		0.020		0.002		1.06		0.006		0.006		1.16		0.007		0.008
Gwalia	St. Barbara		0.00		0.000		0.000		8.71		0.227		1.980		8.71		0.227		1.980
Meekatharra (Paddy's Flat)	Mercator Gold		0.00		0.000		0.000		2.19		0.140		0.308		2.19		0.140		0.308
Meekatharra (Yaloginda)	Mercator Gold		0.00		0.000		0.000		2.79		0.070		0.196		2.79		0.070		0.196
South Laverton	Saracen		0.00		0.000		0.000		16.74		0.048		0.800		16.74		0.048		0.800
Southern Cross	St. Barbara		0.87		0.094		0.082		5.77		0.088		0.509		6.64		0.089		0.591
Inata	Avocet		4.93		0.067		0.329		12.07		0.051		0.615		17.00		0.056		0.944
Siguiri	AngloGold Ashanti		33.98		0.019		0.630		96.84		0.025		2.440		130.82		0.023		3.070
Taparko TB-GSR-1 and TB-GSR-2(15)(16)	High River		DNR		DNR		DNR		DNR		DNR		DNR		1.56		0.085		0.132	(17)(18)
Taparko TB-GSR3	High River		DNR		DNR		DNR		DNR		DNR		DNR		6.40		0.085		0.551	(18)

36

Proven and Probable Silver Reserves(1)(2)(3) As of December 31, 2009(4)
SILVER(19)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Silver Grade (oz/ton)		Silver Contained Ozs (millions)(6)		Tons of Ore (millions)		Ave. Silver Grade (oz/ton)		Silver Contained Ozs (millions)(6)		Tons of Ore (millions)		Ave. Silver Grade (oz/ton)		Silver Contained Ozs (millions)(6)
Soledad Mountain (DEV)	Golden Queen		30.48		0.40		12.283		20.75		0.34		7.076		51.22		0.38		19.359
Troy	Revett		3.08		1.41		4.337		6.01		1.13		6.805		9.10		1.22		11.142
Schaft Creek (DEV)	Copper Fox		453.16		0.05		22.760		451.83		0.05		23.695		904.99		0.05		46.454
Wolverine (DEV)	Yukon Zinc		0.64		7.06		4.534		4.63		8.28		38.286		5.27		8.13		42.820
Dolores(7)	Minefinders		DNR		DNR		DNR		DNR		DNR		DNR		109.46		1.16		126.645
Peñasquito Oxide	Goldcorp		79.92		0.43		34.500		0.00		0.00		0.000		79.92		0.43		34.500
Peñasquito Sulfide	Goldcorp		639.97		0.97		618.020		621.91		0.67		417.580		1261.87		0.82		1035.600
El Toqui	Breakwater		0.89		0.23		0.208		2.77		0.26		0.728		3.66		0.26		0.936
Martha	Coeur d'Alene		0.00		0.00		0.000		0.04		33.14		1.249		0.04		32.87		1.249
Balcooma(14)	Kagara Ltd.		0.10		2.22		0.225		1.06		0.35		0.373		1.16		0.51		0.598
Proven and Probable Base Metal and Other Reserves(1)(2)(3) As of December 31, 2009(4)
COPPER(20)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Copper Grade (% Cu)		Copper Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Copper Grade (% Cu)		Copper Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Copper Grade (% Cu)		Copper Contained Lbs (millions)(6)
Johnson Camp	Nord Resources		54.98		0.34		372		18.41		0.33		120		73.39		0.34		492
Robinson	Quadra FNX		108.66		0.53		1,161		4.94		0.42		41		113.60		0.53		1,203
Troy	Revett		3.08		0.72		45		6.01		0.49		59		9.10		0.57		104
Caber (DEV)	Breakwater		0.00		0.00		0		0.65		0.84		11		0.65		0.84		11
Schaft Creek (DEV)	Copper Fox		453.16		0.32		2,864		451.83		0.28		2,557		904.99		0.30		5,421
Voisey's Bay	Vale		24.03		1.76		846		3.53		0.38		27		27.56		1.58		873
Balcooma(14)	Kagara Ltd.		0.10		1.10		2		1.06		3.60		76		1.16		3.38		79
Las Cruces	Inmet		8.96		7.40		1,325		9.26		5.30		979		18.22		6.30		2,304
LEAD(21)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Lead Grade (% Pb)		Lead Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Lead Grade (% Pb)		Lead Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Lead Grade (% Pb)		Lead Contained Lbs (millions)(6)
Peñasquito Sulfide	Goldcorp		639.97		0.35		4,450		621.91		0.22		2,761		1261.87		0.29		7,211
El Toqui	Breakwater		0.89		0.30		5		2.77		0.30		17		3.66		0.30		22
Balcooma(14)	Kagara Ltd.		0.10		3.90		8		1.06		0.01		0		1.16		0.35		8
ZINC(22)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Zinc Grade (% Zn)		Zinc Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Zinc Grade (% Zn)		Zinc Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Zinc Grade (% Zn)		Zinc Contained Lbs (millions)(6)
Caber (DEV)	Breakwater		0.00		0.00		0		0.65		8.58		111		0.65		8.58		111
Penasquito Sulfide	Goldcorp		639.97		0.75		9,649		621.91		0.50		6,281		1261.87		0.63		15,930
El Toqui	Breakwater		0.89		6.50		116		2.77		7.20		400		3.66		7.03		515
Balcooma(14)	Kagara Ltd.		0.10		9.60		19		1.06		0.02		0		1.16		0.86		20

37

NICKEL(23)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Nickel Grade (% Ni)		Nickel Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Nickel Grade (% Ni)		Nickel Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Nickel Grade (% Ni)		Nickel Contained Lbs (millions)(6)
Voisey's Bay	Vale		24.03		3.01		1,447		3.53		0.66		47		27.56		2.71		1,493
Avebury (DEV)(7)	Minerals and Metals Group		DNR		DNR		DNR		DNR		DNR		DNR		6.50		0.96		123
Mt. Goode Cosmos(7)(24)	Xstrata		DNR		DNR		DNR		DNR		DNR		DNR		2.20		3.46		152
COBALT(25)
		PROVEN RESERVES						PROBABLE RESERVES						PROVEN AND PROBABLE RESERVES
PROPERTY	OPERATOR	Tons of Ore (millions)		Ave. Cobalt Grade (% Co)		Cobalt Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Cobalt Grade (% Co)		Cobalt Contained Lbs (millions)(6)		Tons of Ore (millions)		Ave. Cobalt Grade (% Co)		Cobalt Contained Lbs (millions)(6)
Voisey's Bay	Vale		24.03		0.15		72		3.53		0.03		2		27.56		0.13		74

(1)

Set forth below are the definitions of proven and probable reserves used by the U.S. Securities and Exchange Commission.

"Reserve" is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

"Proven (Measured) Reserves" are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, and the grade is computed from the results of detailed sampling, and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that the size, shape, depth and mineral content of the reserves are well established.

"Probable (Indicated) Reserves" are reserves for which the quantity and grade are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance of probable (indicated) reserves, although lower than that for proven (measured) reserves, is high enough to assume geological continuity between points of observation.

(2)

Royal Gold has disclosed a number of reserve estimates that are provided by mine operators that are foreign issuers and are not based on the U.S. Securities and Exchange Commission's definitions for proven and probable reserves. For Canadian issuers, definitions of "mineral reserve," "proven mineral reserve," and "probable mineral reserve" conform to the Canadian Institute of Mining, Metallurgy and Petroleum definitions of these terms as of the effective date of estimation as required by National Instrument 43-101 of the Canadian Securities Administrators. For Australian issuers, definitions of "mineral reserve," "proven mineral reserve," and "probable mineral reserve" conform with the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended ("JORC Code").

(3)

The reserves reported are either estimates received by the various operators or are based on royalty documentation material provided to Royal Gold or which is derived from recent publicly-available information from the operators of the various properties or various recent National Instrument 43-101 or JORC Code reports filed by operators. Accordingly, Royal Gold is not able to reconcile the reserve estimates prepared in reliance on National Instrument 43-101 or JORC Code with definitions of the U.S. Securities and Exchange Commission.

(4)

Reserves have been reported by the operators as of December 31, 2009, with the exception of the following properties: El Chanate—October 2009; Balcooma, Gwalia, South Laverton, and Southern Cross—June 2009; Inata—March 2009; Canadian Malartic, Dolores, Gold Hill and Pascua-Lama—December 2008; Schaft Creek—September 2008; Holt—June 2008; Soledad Mountain—December 2007; Wolverine—October 2007; and Pine Cove—March 2005.

(5)

Gold reserves were calculated by the operators at the following per ounce prices: $950—Martha; $825—Bald Mountain, Cortez, Goldstrike, Marigold, Peñasquito and Wharf; $800—El Chanate, Leeville, Mulatos, Robinson, Twin Creeks, Siquiri and Taparko; $775—Canadian Malartic and Holt; $750—Pascua-Lama and Williams; $725—Gold Hill; $700—El Toqui; $600—Dolores, Soledad Mountain and Wolverine; $550—El Limon and Inata; $500—Andacollo; and $425—Pine Cove. For Gwalia Deeps and Southern Cross, a price of A$1,075 was used for St. Barbara's 2010 fiscal year and A$850 per ounce thereafter; $A1,250—South Laverton. Schaft Creek is at a $5.05 net smelter return cut-off grade (metal price assumptions used by the operator were $658 per ounce gold; $10.00 per ounce silver; and $1.93 per pound copper). No gold price was reported for Balcooma, Meekatharra (Paddy's Flat) or Meekatharra (Yaloginda).

(6)

"Contained ounces" or "contained pounds" do not take into account recovery losses in processing the ore.

(7)

The operators at Avebury, Bald Mountain, Canadian Malartic, Dolores, El Limon, Goldstrike, Marigold and Mt. Goode did not provide a breakdown of proven and probable reserves.

(8)

NVR1 and GSR3 reserves and additional mineralized material are subsets of the reserves and additional mineralized material covered by GSR1 and GSR2.

(9)

The 2.0% NSR royalty interest covers the majority of six sections of land, containing a number of open pits, but does not cover the current mining in the Basalt/Antler area.

38

(10)

In November 2008, the operator made application to a court in Ontario, Canada for a declaration that it is not obligated to pay the entire royalty defined under the royalty agreement and to dispute the royalty rate. The operator claims that its predecessor in interest is responsible for payment of some or all of the royalty. On July 23, 2009, the Court held that Royal Gold is entitled to payment from the predecessor of the full amount of the NSR sliding-scale royalty and that the operator's obligation is to reimburse the predecessor for payment of the royalty up to a flat rate of 0.013% NSR. On August 21, 2009, the predecessor appealed the portion of the judgment holding them responsible for paying the royalty and on December 9, 2009, Royal Gold was made a party to the appeal.

(11)

Operator reports reserves by material type. The sulfide material will be processed by milling. The oxide material will be processed by heap leaching.

(12)

Royalty applies to all gold production from an area of interest in Chile. Only that portion of the reserves pertaining to our royalty interest in Chile is reflected here.

(13)

Approximately 74% of the royalty is limited to the first 14.0 million ounces of gold produced from the project. Also, 30% of the royalty can be extended beyond 14.0M ounces for $6.4 million. In addition, a one-time payment totaling $4.0 million will be made if gold prices exceed $550 per ounce for any six-month period within the first 36 months after commercial production and an additional payment totaling $6.4 million will be made if gold prices exceed $600 per ounce for any six-month period within the first 36 months after commercial production.

(14)

Figures reflect reserves associated with the entire property. The operator did not provide a detailed breakdown of the reserves and additional mineralized material subject to Royal Gold's royalty interest. Therefore, a portion of the reserves may not be subject to Royal Gold's royalty interest.

(15)

Royalty percentages: TB-GSR1—15.0%; TB-GSR2—4.3% when the average monthly gold price ranges between $385 and $430 per ounce. Outside of this range, the royalty rate is calculated by dividing the average monthly gold price by 100 for gold prices above $430 per ounce (with a 10% cap), or by dividing the average monthly gold price by 90 for gold prices below $385 per ounce (e.g., a $900 per ounce gold price results in a rate of 900/100 = 9.0%). Two subsequent royalties consist of ("TB-GSR3"), applicable to gold production from defined portions of the Taparko-Bouroum project area, and a 0.75% GSR milling royalty ("TB-MR1"). The TB-MR1 royalty applies to ore that is mined outside of the defined area of the Taparko-Bouroum project that is processed through the Taparko facilities up to a maximum of 1.1 million tons per year. Both the TB-GSR3 and TB-MR1 royalties commence once TB-GSR1 and TB-GSR2 have ceased. Both TB-GSR1 and TB-GSR2 continue until either production reaches 804,420 ounces of gold, or payments totaling $35 million under TB-GSR1 are received, whichever comes first. As of June 30, 2010, Royal Gold has cumulatively recognized approximately $30.6 million in royalty revenue under TB-GSR1 that is attributable to cumulative production of approximately 171,000 ounces of gold.

(16)

Due to the royalty structure at the Taparko mine, reserves are not broken down into proven and probable.

(17)

TB-GSR1 and TB-GSR2 royalties are subject to the same reserve.

(18)

The reserves at Taparko have been adjusted by Royal Gold based on actual 2009 depletion and on the operator's reserve gold price assumption of $800 per ounce, to reflect the $35 million cap on the TB-GSR1 royalty. Upon meeting this cap, both the TB-GSR1 and TB-GSR2 royalties cease and the TB-GSR3 royalty becomes effective. The TB-GSR3 reserves represent the remaining reserves after subtracting the reserves associated with TB-GSR1 and TB-GSR2.

(19)

Silver reserves were calculated by the operators at the following prices per ounce: $16.00—Martha; $13.00—Peñasquito; $12.55—El Toqui; $12.33—Troy; $12.00—Soledad Mountain; and $10.00—Dolores. Shaft Creek is at a $5.05 per tonne net smelter return cut-off grade (metal price assumptions used by the operator were $658 per ounce gold; $10.00 per ounce silver; and $1.93 per pound copper). Wolverine is at a $80 per tonne NSR cut-off grade (metal price assumptions used by the operator were $400 per ounce gold; $7.00 per ounce silver; $1.10 per pound copper; $0.30 per pound lead; and $0.60 per pound zinc). No silver price is available for Balcooma. Don Mario additional mineralized material was calculated at a silver price of $11.00 per ounce.

(20)

Copper reserves were calculated by the operators at the following prices per pound: $2.91 or lower—Voisey's Bay; $2.67—Troy; $2.00—Robinson and Las Cruces; $1.50—Johnson Camp. Shaft Creek is at a $5.05 net smelter return cut-off grade (metal price assumptions used by the operator were $658 per ounce gold; $10.00 per ounce silver; and $1.93 per pound copper). No copper price is available for Balcooma or Caber.

(21)

Lead reserves were calculated by the operators at the following price per pound: $0.83 — El Toqui and $0.60—Peñasquito. No lead price is available for Balcooma.

(22)

Zinc reserves were calculated by the operators at the following price per pound: $1.00 — El Toqui; and $0.80—Peñasquito. No zinc price is available for Balcooma or Caber.

(23)

Nickel reserve price was calculated by the operator at Voisey's Bay mine at $11.01 or lower per pound. No nickel reserve price is available for Avebury or Mt. Goode.

(24)

The operator does not report reserves by property in Australia. Therefore, a portion of the reserves is not subject to Royal Gold's royalty interest.

(25)

Cobalt reserve price was calculated by the operator at $22.70 or lower per pound.

39

ITEM 3.    LEGAL PROCEEDINGS

Voisey's Bay

        On February 22, 2010, as part of the IRC Transaction discussed in Item 7, MD&A, we acquired a royalty on the Voisey's Bay Mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited ("VNL"). The royalty is owned by the Labrador Nickel Royalty Limited Partnership ("LNRLP"), in which the Company's wholly-owned indirect subsidiary Canadian Minerals Partnership is the general partner and 89.99% owner. The remaining interests in LNRLP are owned by Altius Resources Inc. (10%), a company unrelated to Royal Gold and IRC, and the Company's wholly-owned indirect subsidiary, Voisey's Bay Holding Corporation (0.01%).

        On October 16, 2009, LNRLP filed a claim in the Supreme Court of Newfoundland and Labrador Trial Division against Vale Inco Limited ("Vale Inco") and its wholly owned subsidiaries, Vale Inco Atlantic Sales Limited ("VIASL") and VNL, related to calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey's Bay Mine to Vale Inco. The claim asserts that Vale Inco is incorrectly calculating the NSR. The claim asserts that Vale Inco is incorrectly calculating the NSR and requests an order in respect of the correct calculation of future payments. The claim also requests specific damages for underpayment of past royalties to the date of the claim in an amount not less than $29 million, together with additional damages until the date of trial, interest, costs and other damages.

Holt

        On October 1, 2008, as part of the Company's acquisition of a portfolio of royalties from Barrick, we acquired a royalty on the Holt portion of the development stage Holloway-Holt mining project in Ontario, Canada, owned by St Andrew Goldfields Ltd. ("St Andrew"). St Andrew succeeded Newmont Canada Corporation ("Newmont Canada") as owner of the Holloway-Holt mining project in November 2006. By virtue of the Company's acquisition of Barrick's royalty portfolio, RGLD Gold Canada, Inc. ("RGLD Gold") succeeded Barrick as the royalty payee under the royalty agreement.

        On or about November 3, 2008, St Andrew filed an action in the Ontario Superior Court of Justice (the "Court") seeking, among other things, declarations by the Court that St Andrew's obligation in respect of the royalty is limited to only a portion of the total royalty payable, and that any additional royalty obligations under the royalty agreement remain the responsibility of Newmont Canada. Newmont Canada responded that St Andrew is responsible for all royalty obligations under the royalty agreement.

        Royal Gold and RGLD Gold (collectively "Royal Gold") and Barrick were joined as necessary parties to the litigation in January 2009. Trial concerning calculation of the royalty and the party or parties responsible for paying it was held from January 30, 2009 to February 12, 2009. On July 23, 2009, the Court held that Royal Gold is entitled to payment from Newmont Canada of the full amount of the sliding-scale NSR royalty on gold produced from the Holt mine. The Court also held that St Andrew's sole obligation is to reimburse Newmont Canada for payment of the royalty up to a flat rate of 0.013% of the net smelter returns for gold, silver and other metals. On August 21, 2009, Newmont Canada appealed the Court's decision to the Court of Appeal of Ontario and on December 9, 2009, made Royal Gold a party to the appeal.

ITEM 4.    (REMOVED AND RESERVED)

40

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Current Stockholders

        Our common stock is traded on the NASDAQ Global Select Market ("NASDAQ") under the symbol "RGLD" and on the Toronto Stock Exchange under the symbol "RGL." The following table sets forth, for each of the quarterly periods indicated, the range of high and low sales prices, in U.S. dollars, for our common stock on NASDAQ for each quarter since July 1, 2008.

			Sales Prices
Fiscal Year:			High		Low
	2009	First Quarter (July, Aug., Sept.—2008)	$	39.50	$	26.88
		Second Quarter (Oct., Nov., Dec.—2008)	$	49.45	$	22.75
		Third Quarter (Jan., Feb., March—2009)	$	49.81	$	35.76
		Fourth Quarter (April, May, June—2009)	$	48.69	$	34.16
	2010	First Quarter (July, Aug., Sept.—2009)	$	49.35	$	37.35
		Second Quarter (Oct., Nov., Dec.—2009)	$	55.96	$	42.90
		Third Quarter (Jan., Feb., March—2010)	$	50.98	$	41.19
		Fourth Quarter (April, May, June—2010)	$	54.85	$	46.51

        As of August 24, 2010, there were 929 stockholders of record of our common stock.

Dividends

        We have paid a cash dividend on our common stock for each year beginning in calendar year 2000. Our board of directors has discretion in determining whether to declare a dividend based on a number of factors including, prevailing gold prices, economic market conditions and funding requirements for future opportunities or operations.

        For calendar year 2010, we paid an annual dividend of $0.36 per share of common stock, in four quarterly payments of $0.09 each. We paid the first payment of $0.09 per share on January 15, 2010, to stockholders of record at the close of business on January 4, 2010. We paid the second payment of $0.09 per share on April 16, 2010, to common stockholders and the holders of Exchangeable Shares of record at the close of business on April 1, 2010. We paid the third payment of $0.09 per share on July 16, 2010 to common stockholders and holders of Exchangeable Shares of record at the close of business on July 2, 2010. We anticipate paying the fourth payment of $0.09 per share on October 15, 2010, to common shareholders and holders of Exchangeable Shares of record at the close of business on October 1, 2010.

        For calendar year 2009, we announced an annual dividend of $0.32 per share of common stock, payable in four quarterly payments of $0.08 each. The first payment of $0.08 per share was made on January 16, 2009, to stockholders of record at the close of business on January 2, 2009. The second payment of $0.08 per share was made on April 17, 2009, to stockholders of record at the close of business on April 3, 2009. The third payment of $0.08 per share was made on July 17, 2009, to stockholders of record at the close of business on July 2, 2009. We paid the fourth payment of $0.08 per share on October 16, 2009, to stockholders of record at the close of business on October 2, 2009.

        We currently plan to pay dividends on a calendar year basis, subject to the discretion of our board of directors. However, our board of directors may determine not to declare a dividend based on a number of factors, including the gold price, economic and market conditions and the financial needs or opportunities that might arise in the future.

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ITEM 6.    SELECTED FINANCIAL DATA

	Fiscal Years Ended June 30,
	2010		2009		2008		2007		2006
	(Amounts in thousands, except per share data)
Royalty revenue(1)	$	136,565	$	73,771	$	66,297	$	48,357	$	28,380
Operating income	$	41,035	$	27,292	$	32,982	$	28,506	$	13,412
Net income	$	29,422	$	41,357	$	25,395	$	21,242	$	11,350
Net income attributable to Royal Gold stockholders	$	21,492	$	38,348	$	24,043	$	19,720	$	11,350
Net income available to Royal Gold common stockholders	$	21,492	$	38,348	$	19,255	$	19,720	$	11,350
Net income per share available to Royal Gold common stockholders:
Basic	$	0.49	$	1.09	$	0.62	$	0.79	$	0.50
Diluted	$	0.49	$	1.07	$	0.61	$	0.79	$	0.49
Dividends declared per common share(2)	$	0.34	$	0.30	$	0.28	$	0.25	$	0.22

	As of June 30,
	2010		2009		2008		2007		2006
	(Amounts in thousands)
Total assets	$	1,861,333	$	809,924	$	545,850	$	356,649	$	171,765
Royalty interests in mineral properties, net	$	1,467,983	$	455,966	$	300,670	$	215,839	$	84,590
Long-term debt, including current portion	$	248,500	$	19,250	$	15,750	$	15,750	$	—
Royal Gold stockholders' equity	$	1,403,716	$	749,441	$	483,217	$	319,081	$	161,660

(1)

Please refer to Item 7, MD&A, of this report for a discussion of recent developments that contributed to our 85% increase in royalty revenue during fiscal year 2010 when compared to fiscal year 2009.

(2)

The 2010, 2009, 2008, 2007 and 2006 calendar year dividends were $0.36, $0.32, $0.28, $0.26 and $0.22, respectively, as approved by our board of directors. Please refer to Item 5 of this report for further information on our dividends.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

        Royal Gold, together with its subsidiaries, is engaged in the business of acquiring and managing precious metals royalties. Royalties are passive (non-operating) interests in mining projects that provide the right to revenue or production from the project after deducting specified costs, if any. We seek to acquire existing royalties or to finance projects that are in production or in development stage in exchange for royalties or similar interests. We are engaged in a continual review of opportunities to acquire existing royalties, to create new royalties or similar interests through the financing of mine development or exploration, or to acquire companies that hold royalties. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary discussions and involvement as a bidder in competitive auctions.

        As of June 30, 2010, the Company owns royalties on 33 producing properties, 23 development stage properties and over 130 exploration stage properties, of which the Company considers 37 to be

42

evaluation stage projects. The Company uses "evaluation stage" to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. We do not conduct mining operations nor are we required to contribute to capital costs, exploration costs, environment costs or other mining costs on the properties in which we hold royalty interests. During the fiscal year ended June 30, 2010, we focused on the management of our existing royalty interests, the acquisition of royalty interests, the acquisition and integration of IRC and the creation of royalty interests through financing.

        Our financial results are primarily tied to the price of gold, silver, copper and other metals, as well as production from our producing stage royalty interests. The price of gold, silver, copper and other metals have fluctuated widely in recent years. The marketability and the price of gold, silver, copper and other metals are influenced by numerous factors beyond the control of the Company and may have a material and adverse effect on the Company's results of operations and financial condition.

        For the fiscal years ended June 30, 2010, 2009 and 2008, gold, silver and copper price averages and percentage of royalty revenues by metal were as follows:

	Fiscal Year Ended
	June 30, 2010					June 30, 2009					June 30, 2008
Metal	Average Price		Percentage of Royalty Revenue			Average Price		Percentage of Royalty Revenue			Average Price		Percentage of Royalty Revenue
Gold ($/ounce)	$	1,089		81	%	$	874		84	%	$	821		74	%
Silver ($/ounce)	$	16.85		3	%	$	12.91		3	%	$	15.40		3	%
Copper ($/pound)	$	3.03		9	%	$	2.25		11	%	$	3.53		23	%
Other		N/A		7	%		N/A		2	%		N/A		0	%

        Please see Part I, Item 1, Business, and Part I, Item 2, Properties, of this report for discussion of Royal Gold's producing, development stage and exploration stage royalty interests.

Recent Developments

        Please also see the "Liquidity and Capital Resources" section below within this Item 7 for discussion of our equity offering, new term loan and other recent liquidity and capital developments.

Business Developments

Proposed Acquisition of Gold Stream on the Mt. Milligan Project

        On July 15, 2010, Royal Gold entered into a letter agreement (the "Letter Agreement") pursuant to which it agreed to acquire 25% of the payable gold produced from the Mt. Milligan copper-gold project in British Columbia from Thompson Creek Metals Company Inc. or its affiliate ("Thompson Creek") concurrent with the closing of Thompson Creek's proposed acquisition (the "Acquisition") of Terrane Metals Corp. ("Terrane"). The terms and conditions under which Royal Gold will acquire the payable gold are contained in a Purchase and Sale Agreement (the "Purchase and Sale Agreement") among Royal Gold, Thompson Creek and a subsidiary of each entity to be identified prior to the closing of the Acquisition. The obligation of Royal Gold and Thompson Creek to enter into the Purchase and Sale Agreement is subject to certain customary conditions set forth in the Letter Agreement. Under the Letter Agreement, Thompson Creek and Royal Gold have each agreed to an exclusivity arrangement with the other party in respect to certain alternative gold-related financing transactions in connection with the Mt. Milligan project until the closing of the Acquisition or earlier termination of the Letter Agreement in accordance with its terms. The Letter Agreement also contains representations and warranties and covenants in respect of Royal Gold and Thompson Creek.

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        Pursuant to the Purchase and Sale Agreement, at the closing of the Acquisition, Royal Gold will make a payment of $226.5 million to Thompson Creek, which will be used to pay a portion of the consideration to shareholders of Terrane in connection with the Acquisition. Thereafter, upon satisfaction of certain conditions set forth in the Purchase and Sale Agreement, Royal Gold will make additional payments (each, an "Additional Payment") to Thompson Creek in an amount not to exceed $85 million in the aggregate to fund a portion of the development costs of the Mt. Milligan project. Upon commencement of production at the Mt. Milligan project, Royal Gold will purchase 25% of the payable gold with a cash payment equal to the lesser of $400 or the prevailing market price for each payable ounce of gold until 550,000 ounces have been delivered to Royal Gold and the lesser of $450 or the prevailing market price for each additional ounce thereafter. The Purchase and Sale Agreement also contains representations and warranties, covenants, conditions and indemnification provisions in respect of each party. The Company anticipates funding this transaction with cash on hand.

        The Acquisition has been unanimously approved by the boards of directors of both Thompson Creek and Terrane. Goldcorp, which owns 52% of Terrane's fully diluted shares (including preference shares), has agreed to convert its preference shares into common shares and vote in favor of the Acquisition. Completion of the Acquisition is subject to, among other things, the favorable vote of 66²/3 of the Terrane equity shareholders at a special meeting called to approve the Acquisition, which is expected to occur in September 2010. In addition, certain officers and directors holding approximately 1.0% of Terrane's common shares in the aggregate have entered into support agreements in favor of the transaction.

        The Mt. Milligan project is in the early stage of construction, and Terrane has announced that production is expected to commence in calendar year 2013. Terrane has reported that proven and probable reserves total 482 million tonnes (0.20% copper; 0.39 g/t gold), containing 2.1 billion pounds of copper and 6.0 million ounces of gold. Terrane expects the reserves to support a mine life of at least 22 years and estimates Mt. Milligan will produce approximately 262,000 ounces of gold annually during the first six years of operation and 195,000 ounces of gold annually over the life of the mine. Mt. Milligan has received an Environmental Assessment Certificate and a Mines Act Permit from the Province of British Columbia and the Environmental Assessment approval from the Government of Canada. Terrane has also secured long lead-time equipment and has entered into an engineering, procurement and construction management contract with an AMEC-Fluor joint venture.

Acquisition of Additional Royalty Interests at Pascua-Lama

        On July 1, 2010, the Company entered into two separate assignment of rights agreements with two private Chilean citizens whereby Royal Gold acquired the right to acquire an additional 0.75% NSR sliding-scale royalty on the Pascua-Lama project, which is owned and operated by Barrick and located on the border between Argentina and Chile, for a purchase price of $53 million. Of this amount, $25 million was paid to immediately acquire an additional 0.35% royalty interest. A deferred payment of $28 million is expected to be made on or before October 29, 2010, to acquire the remaining 0.40% royalty interest. In addition, on April 23, 2010, Royal Gold entered into an assignment of rights agreement with another private Chilean citizen whereby Royal Gold acquired an additional 0.25% NSR on the project for a purchase price of $15 million. Once the deferred closing occurs, Royal Gold's total gold royalty interest in the Pascua-Lama project will increase to 5.23% NSR, at gold prices above $800 per ounce. Pursuant to the assignment of rights agreements, Royal Gold also acquired a 0.20% fixed-rate copper royalty that takes effect after January 1, 2017, increasing Royal Gold's copper royalty interest in the Pascua-Lama project to 1.05%.

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        In addition, Royal Gold has obtained certain contingent rights and reduced certain obligations with respect to the portion of the Pascua-Lama royalty acquired in the IRC Transaction. Upon completion of the deferred payment as mentioned above, we will have (i) reduced the contingent payments from $10.4 million to $8.4 million due from Royal Gold to certain individuals who held the royalty if gold prices exceed $600 per ounce for any six month period during the first 36 months of commercial production from the project, and (ii) decreased payments due from Royal Gold to these individuals from $6.4 million to $4.4 million that would be required to extend 24% of our royalty interest beyond 14 million ounces of production from the project. Royal Gold also increased its interest in two one-time payments from $0.5 million to $1.5 million which are payable by Barrick upon the achievement of certain production thresholds at Pascua-Lama.

Acquisition of International Royalty Corporation

        On February 22, 2010, Royal Gold and IRC consummated their previously announced Plan of Arrangement (the "Plan of Arrangement"), whereby Royal Gold, through RG Exchangeco, acquired all of the issued and outstanding common shares of IRC. Pursuant to the Plan of Arrangement, IRC shareholders received, in the aggregate: (i) cash consideration of approximately $350 million, (ii) 5,234,086 common shares of Royal Gold, and (iii) 1,806,649 Exchangeable Shares, which are convertible at any time on a one-for-one basis for common shares of Royal Gold.

        The IRC royalty portfolio included 11 producing royalties, 10 development stage royalties, 24 evaluation stage royalties and 35 exploration stage royalties as of February 22, 2010. The producing royalties acquired from IRC generated royalty revenue of approximately $9.0 million from February 22, 2010, the date we acquired IRC, through June 30, 2010. The key royalty assets acquired from IRC include the following:

        Pascua-Lama—A 0.47% to 3.15% sliding-scale NSR gold royalty on the Chilean portion of the Pascua-Lama project, which is operated by Barrick. The Company also acquired a 0.63% fixed rate copper royalty on the Chilean portion of the Pascua-Lama project which is effective January 1, 2017. The Pascua-Lama project is currently under construction and is classified as a development stage royalty interest on the Company's consolidated balance sheets. Barrick has estimated commissioning in late calendar 2012 and production in early calendar 2013;

        Voisey's Bay—An effective 2.7% NSR royalty on the Voisey's Bay nickel-copper-cobalt mine located in Newfoundland and Labrador, Canada and operated by Vale. The Company owns 90% of a 3.0% NSR (or 2.7%) royalty while a non-controlling interest owns the remainder. The Company recognized approximately $3.9 million (which includes approximately $0.4 million of non-controlling interests) in royalty revenue from the Voisey's Bay royalty for the period February 22, 2010 through June 30, 2010;

        Inata—A 2.5% GSR royalty on the Inata gold mine located in northern Burkina Faso, West Africa and operated by a subsidiary of Avocet Mining PLC. Production at Inata began during the fourth quarter of calendar 2009, and the Company recognized approximately $1.3 million in royalty revenue from the Inata royalty for the period February 22, 2010 through June 30, 2010;

        Las Cruces—A 1.5% NSR royalty on the Las Cruces copper project located in Andalusia, Spain and operated by Inmet Mining. The Company recognized approximately $0.9 million in royalty revenue from the Las Cruces royalty for the period February 22, 2010 through June 30, 2010;

        Western Australia—A 1.5% NSR royalty on gold produced from approximately three million acres in Western Australia. The primary producing operations covered by the 1.5% NSR royalty are Southern Cross, Gwalia Deeps and South Laverton. The Company recognized approximately $2.3 million in royalty revenue from the producing Western Australian royalties for the period February 22, 2010 through June 30, 2010; and

45

        Wolverine—A 0.00% to 9.45% sliding-scale NSR royalty on all gold and silver production from the Wolverine sulfide project located in Yukon Territory, Canada, and operated by Yukon Zinc.

        Please refer to Note 3 of the notes to consolidated financial statements for further discussion on the IRC Transaction.

Acquisition of Andacollo Royalty

        On January 25, 2010, the Company acquired an interest in the gold produced from the sulfide portion of the Andacollo project in Chile from a Chilean subsidiary of Teck. The purchase price for the Andacollo Royalty consisted of $217.9 million in cash and 1,204,136 of the Company's common shares.

        The Andacollo Royalty equals 75% of the gold produced from the sulfide portion of the deposit at the Andacollo mine until 910,000 payable ounces of gold have been sold, and 50% of the gold produced in excess of 910,000 payable ounces of gold. Gold will be produced as a by-product of copper production, with a gold recovery rate estimated by the operator to be approximately 61%. The Andacollo Royalty will not cover copper production.

        Once the mine is in full production, the operator expects the mill to have a capacity of 55,000 tonnes (60,630 tons) per day. The operator estimates that the mine will produce on average approximately 55,000 ounces of gold and 80,000 tonnes (88,185 tons) of copper in concentrate annually for the first ten years of commercial production, with an estimated mine life of 20 years. Ore has been introduced to the mill and shipments of copper concentrate commenced in early May 2010. Full commercial production is expected to be reached in the fourth quarter of calendar 2010.

Property Developments

Taparko

        The Taparko mine commenced gold production in August 2007 and has contributed approximately $50.0 million in royalty revenue (from TB-GSR1 and TB-GSR2, collectively) since production commenced. Gold sales at Taparko for the fiscal years ended June 30, 2010, and 2009 were approximately 118,000 ounces and 48,000 ounces, respectively. The increase in gold sales during the period was attributable to improved mill throughput, mill availability, grade and recoveries. As of June 30, 2010, we have recognized royalty revenue associated with the TB-GSR1 royalty totaling $30.6 million, which is attributable to cumulative production of approximately 202,000 ounces of gold. Management estimates that, based on Taparko's last three quarters of production and its calendar 2010 production guidance, the $35 million cap associated with TB-GSR1 could be met during the third calendar quarter of 2010. Upon achieving the $35 million cap, the TB-GSR1 and TB-GSR2 royalties will terminate and the 2.0% GSR royalty (TB-GSR3) will become effective. The TB-GSR3 royalty covers all gold produced from the Taparko mine.

        Somita SA ("Somita"), a 90% owned subsidiary of High River and the operator of Taparko, is in breach of certain obligations under the Amended and Restated Funding Agreement dated February 22, 2006 (the "Funding Agreement") between Royal Gold, Inc. and Somita. Royal Gold invested $35 million for the development of the Taparko mine under the Funding Agreement. As security for the Company's investment in Somita, two of High River's subsidiaries have pledged their equity interests in Somita and High River (West Africa) Ltd., the corporate parent of Somita. This pledge will remain in effect until certain production and performance standards have been attained at the Taparko mine, sufficient to satisfy the Completion Test, as defined in the Funding Agreement. The Completion Test commenced on December 1, 2009, and continued for 90 days. The results of the Completion Test have been reported to the Company and are currently under review by management. If management determines that Somita has satisfied the requirements of the Completion Test, the pledge of the equity

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interests in Somita and its corporate parent (High River (West Africa) Ltd.) will terminate and this security will be released.

        In addition, Royal Gold obtained as collateral a pledge of shares of certain equity investments in public companies held by High River. The market value of the pledged shares, based on June 30, 2010 closing price, is approximately $72.9 million. The Company's carrying value of its royalty interests at Taparko was approximately $5.8 million as of June 30, 2010. The pledge of High River's equity investments will remain in effect until the satisfaction of certain requirements as provided in the construction contract between Somita and its construction contractor, so long as there are no outstanding claims by the Company against the pledged securities.

        Royal Gold has not agreed to forbear pursuing any of its remedies under the Funding Agreement or other agreements with High River and its affiliates.

Cortez

        Higher royalty revenue at Cortez in the third fiscal quarter of 2010 was offset by lower royalty revenue in the fourth fiscal quarter of 2010, due to the allocation of ore sourced from Cortez Hills, which is outside the area subject to our royalty interests. As the focus of production shifts to Cortez Hills, the production related to our royalty interests will continue to decline. With this operating plan, Barrick expects approximately 240,000 ounces of gold to be produced from the Company's royalty interest during calendar 2010 compared to approximately 362,000 ounces of gold produced in calendar 2009.

Robinson

        Production at Robinson was reduced during much of the first half of calendar 2010 as access to the Veteran Pit was restricted due to high-wall instability which occurred in the second quarter of calendar 2009. Full access has been re-established as of August 2010. Quadra also reported that additional flotation cells are fully operational and concentrate contracts have been re-negotiated to allow for more flexibility with respect to concentrate grades. In August 2010, Quadra reduced its 2010 annual production guidance at Robinson to 115-125 million pounds of copper from 135 million pounds and approximately 75,000 ounces of gold from 80,000 ounces as Quadra has encountered larger than anticipated historical underground workings.

Siguiri

        Our royalty at Siguiri is subject to a dollar cap of approximately $12.0 million. As of June 30, 2010, approximately $1.8 million remains under the cap. Based on historical production at Siguiri, the Company expects to reach the dollar cap during the second half of calendar 2010. Due to the expected achievement of the dollar cap, the Company no longer considers the Siguiri royalty principal to its business.

Mulatos

        In March 2010, Alamos announced a 17% increase in proven and probable reserves at Mulatos and plans to increase crusher throughput by up to 20% by the fourth quarter of calendar 2010. A closed circuit crushing system was installed recently which is also expected to improve recovery.

Peñasquito

        Royalty revenue at Peñasquito during fiscal year 2010 reflects combined oxide and sulfide production of gold, silver, lead and zinc. In June, Goldcorp reported that mechanical completion of the second sulfide processing line ("Line 2") had been achieved ahead of the previously expected third

47

calendar quarter completion date. Line 2 is now in the commissioning phase and ramping up toward designed 50,000 tonne-per-day (55,115 tons) capacity. The first sulfide processing line ("Line 1") is regularly operating at designed production levels of 50,000 tonnes (55,115 tons) per day and declaration of commercial production remains on schedule for the third calendar quarter of 2010. Construction of the 30,000 tonne-per-day (33,069 tons) high pressure grinding roll circuit is on track for completion in the fourth calendar quarter of 2010 with full production ramp-up to the planned 130,000 tonne per day capacity to be reached in early calendar 2011.

Voisey's Bay

        As part of the IRC Transaction, the Company acquired an effective 2.7% NSR royalty on the Voisey's Bay property, which is operated by Vale and located in Newfoundland and Labrador, Canada. Monthly production capacity at Voisey's Bay is approximately 7.0 million pounds of nickel and 5.6 million pounds of copper. Since August 1, 2009, about 200 workers at Voisey's Bay have been on strike. On March 12, 2010, Vale reported that it had resumed production from the Voisey's Bay Ovoid mine and mill, which supplies nickel concentrate to Vale's operations at Thompson and Sudbury and copper concentrates to clients in Europe. The Voisey's Bay site is reported to be operating two weeks on, two weeks off, producing approximately 3.5 million pounds of nickel and 2.8 million pounds of copper per month. As of early August 2010, the strike at Voisey's Bay has not been resolved. Vale is currently operating at about 40% of capacity and is working on ramping up to full production.

Dolores

        Minefinders reported that production at Dolores was lower during the second calendar of 2010 due to lower grades. Minefinders expects production to increase through the second half of calendar 2010 due to increasing grades, completion of tertiary screen repairs and loading of ore onto the phase 2 leach pad beginning in late August 2010.

Las Cruces

        Inmet's Las Cruces copper operation in Spain continues to experience difficulties as they start-up. Inmet has reported that a number of equipment failures and operational issues delayed the ramp-up of the plant and limited the ability to operate continuously. Beginning in July 2010, Inmet has been focused on increasing available plant capacity and reducing the causes of equipment failures. Inmet expects their 70% interest to yield 20,000 to 30,000 tonnes of copper cathode this year.

Pascua-Lama

        Barrick has reported that detailed engineering and procurement is nearing completion and the project is on track to enter production during the first quarter of calendar 2013. Barrick stated that major, long lead items have been ordered and the Barriales Camp in Chile is essentially complete. Roadwork is progressing well and about three million tons have been moved as a part of initial earthworks.

Canadian Malartic

        Osisko reported that the Canadian Malartic gold project is advancing well and estimates that the project will be fully operational during the second quarter of calendar 2011, with average annual gold production of 630,000 ounces.

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Wolverine

        Yukon Zinc is completing the construction of its operating plan and facilities at the Wolverine mine. The primary focus includes commissioning of all equipment and the ore processing circuits, as well as completing construction priorities to move the mine into production. Yukon Zinc expects ore to be fed to the mill in September 2010.

Operators' Production Estimates by Royalty for Calendar Year 2010

        We received production estimates from the operators of our producing mines during the first calendar quarter of 2010. The following table shows such production estimates for our principal producing properties for calendar year 2010 as well as the actual production reported to us by the various operators for the six months ended June 30, 2010. The estimates and production reports are prepared by the operators of the mining properties. We do not participate in the preparation or calculation of the operators' estimates or production reports and have not independently assessed or verified the accuracy of such information.

Operators' Production Estimate by Royalty for Calendar Year 2010 and Reported Production
For the period January 1, 2010 through June 30, 2010
Principal Producing Properties

		Calendar 2010 Operator's Production Estimate(1)						Reported Production through June 30, 2010(2)
Royalty		Gold (oz.)		Silver (oz.)		Base Metals (lbs.)		Gold (oz.)		Silver (oz.)		Base Metals (lbs.)
Andacollo(3)			30,000						4,145		—		—
Cortez(4) GSR1			241,000		—		—		136,805		—		—
Cortez GSR2			—		—		—		952		—		—
Cortez GSR3			241,000		—		—		137,757		—		—
Cortez NVR1			188,000		—		—		110,519		—		—
Dolores(4,5)			91,000		2.3 million		—		34,853		0.5 million		—
Gwalia Deeps			102,000						47,626		—		—
Las Cruces(4)
	Copper						161 million						20.8 million
Leeville			429,000		—		—		220,459		—		—
Mulatos(4)			160,000		—		—		74,586		—		—
Peñasquito(4)			180,000		13.4 million				66,944		5.3 million
	Lead						107 million						34.1 million
	Zinc						135 million						47.3 million
Robinson(4)			75,000		—				43,775		—
	Copper						115 million						54.6 million
Taparko(4)			137,000		—		—		59,953		—		—
Voisey's Bay(4,6)
	Copper						N/A						8.6 million
	Nickel						N/A						19.0 million

(1)

There can be no assurance that production estimates received from our operators will be achieved. Please refer to our cautionary language regarding forward-looking statements following this MD&A, as well as the Risk Factors identified in Part I, Item 1A, of this report for information regarding factors that could affect actual results.

(2)

Reported production relates to the amount of metal sales, subject to our royalty interests, for the period January 1, 2010 through June 30, 2010, as reported to us by the operators of the mines.

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Please refer to "Recent Developments, Property Developments" earlier within this MD&A for further discussion on certain of our principal properties.

(3)

The operator estimates that the mine will produce on average approximately 55,000 ounces of gold in concentrate annually for the first ten years of commercial production. The production estimate shown represents the expected ramp-up of production, beginning April 2010, to commercial production.

(4)

Please refer to "Recent Developments, Property Developments" earlier within this MD&A for further discussion on updates at this property.

(5)

Minefinders estimates that calendar 2010 production for gold will be between 91,000 ounces and 100,500 ounces of gold, and silver production is estimated between 2.3 million ounces and 2.6 million ounces of silver.

(6)

The Company has not yet received calendar 2010 production guidance from the operator.

        The following table discloses historical production for the past three fiscal years for the principal producing properties that are subject to our royalty interests, as reported to us by the operators of the mines:

Historical Production(1) by Royalty
For the Fiscal Years Ended June 30, 2010, 2009 and 2008
Principal Producing Properties

Royalty	Metal	2010		2009		2008
Andacollo	Gold		4,145 oz.		N/A		N/A
Cortez GSR1	Gold		355,513 oz.		200,578 oz.		400,396 oz.
Cortez GSR2	Gold		2,082 oz.		67,749 oz.		35,752 oz.
Cortez GSR3	Gold		357,595 oz.		268,327 oz.		436,148 oz.
Cortez NVR1	Gold		259,741 oz.		154,399 oz.		127,198 oz.
Dolores	Gold		73,463 oz.		38,819 oz.		N/A
	Silver		1.2 million oz.		326,182 oz.		N/A
Gwalia Deeps	Gold		47,626 oz.		N/A		N/A
Las Cruces	Copper		20.8 million lbs.		N/A		N/A
Leeville	Gold		454,148 oz.		429,122 oz.		360,811 oz.
Mulatos	Gold		164,954 oz.		167,907 oz.		120,933 oz.
Peñasquito	Gold		117,963 oz.		52,932 oz.		N/A
	Silver		7.2 million oz.		2.5 million oz.		N/A
	Lead		36.7 million lbs.		N/A		N/A
	Zinc		48.5 million lbs.		N/A		N/A
Robinson	Gold		86,101 oz.		113,740 oz.		120,873 oz.
	Copper		107.4 million lbs.		128.3 million lbs.		139.0 million lbs.
Taparko	Gold		117,505 oz.		48,105 oz.		36,078 oz.
Voisey's Bay	Nickel		19.0 million lbs.		N/A		N/A
	Copper		8.6 million lbs.		N/A		N/A

(1)

Historical production relates to the amount of metal sales, subject to our royalty interests for each fiscal year presented, as reported to us by the operators of the mines.

Critical Accounting Policies

        Listed below are the accounting policies that the Company believes are critical to its financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the

50

magnitude of the asset, liability, revenue or expense being reported. Please refer to Note 2 of the Notes to Consolidated Financial Statements for a discussion on recently adopted and issued accounting pronouncements.

Use of Estimates

        The preparation of our financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

        Our most critical accounting estimates relate to our assumptions regarding future gold, silver, copper and other metal prices and the estimates of reserves and recoveries of third-party mine operators. We rely on reserve estimates reported by the operators on the properties in which we have royalty interests. These estimates and the underlying assumptions affect the potential impairments of long-lived assets and the ability to realize income tax benefits associated with deferred tax assets. These estimates and assumptions also affect the rate at which we charge depreciation, depletion and amortization to earnings. On an ongoing basis, management evaluates these estimates and assumptions; however, actual amounts could differ from these estimates and assumptions.

Royalty Interests in Mineral Properties

        Royalty interests in mineral properties include acquired royalty interests in production, development and exploration stage properties. The costs of acquired royalty interests in mineral properties are capitalized as tangible assets as such interests do not meet the definition of a financial asset under the Accounting Standards Codification ("ASC") guidance.

        Acquisition costs of production and development stage royalty interests are depleted using the units of production method over the life of the mineral property, which is estimated using proven and probable reserves. Acquisition costs of royalty interests on exploration stage mineral properties, where there are no proven and probable reserves, are not amortized. At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the cost basis is amortized over the remaining life of the mineral property, using proven and probable reserves. The carrying values of exploration stage mineral interests are evaluated for impairment at such time as information becomes available indicating that the production will not occur in the future. Exploration costs are expensed when incurred.

Asset Impairment

        We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The recoverability of the carrying value of royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each royalty interest property using estimates of proven and probable reserves and other relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur in the future thus affecting the future recoverability of our royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

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        Our estimates of gold, silver, copper and other metal prices, operator's estimates of proven and probable reserves related to our royalty properties, and operator's estimates of operating, capital and reclamation costs are subject to certain risks and uncertainties which may affect the recoverability of our investment in these royalty interests in mineral properties. Although we have made our best assessment of these factors based on current conditions, it is possible that changes could occur, which could adversely affect the net cash flows expected to be generated from these royalty interests.

Royalty Revenue

        Royalty revenue is recognized pursuant to guidance in ASC 605 and based upon amounts contractually due pursuant to the underlying royalty agreement. Specifically, revenue is recognized in accordance with the terms of the underlying royalty agreements subject to (i) the pervasive evidence of the existence of the arrangements; (ii) the risks and rewards having been transferred; (iii) the royalty being fixed or determinable; and (iv) the collectability of the royalty being reasonably assured. For royalty payments received in gold, royalty revenue is recorded at the average spot price of gold for the period in which the royalty was earned.

        Revenue recognized pursuant to the Robinson royalty agreement is based upon 3.0% of revenue received by the operator of the mine, Quadra, for the sale of minerals from the Robinson mine, reduced by certain costs incurred by Quadra. Quadra's concentrate sales contracts with third-party smelters, in general, provide for an initial sales price payment based upon provisional assays and quoted metal prices at the date of shipment. Final true-up sales price payments to Quadra are subsequently based upon final assay and market metal prices on a specified future date, typically one to three months after the date the concentrate arrives at the third-party smelter (which generally occurs four to five months after the shipment date from the Robinson mine). We do not have all the key information regarding the terms of the operator's smelter contracts, such as the terms of specific concentrate shipments to a smelter or quantities of metal or expected settlement arrangements at the time of an operator's shipment of concentrate.

        Each monthly payment from Quadra is typically a combination of revenue received by Quadra for provisional payments during the month and any upward or downward adjustments for final assays and commodity prices for earlier shipments. Whether the payment to Royal Gold is based on Quadra's revenue in the form of provisional or final payments, Royal Gold records royalty revenue and the corresponding receivable based on the monthly amounts it receives from Quadra, as determined pursuant to the royalty agreement. The royalty contract does not provide Royal Gold with rights or obligations to settle any final assay and commodity price adjustments with Quadra. Therefore, once a given monthly payment is received by Royal Gold it is not subject to later adjustment based on adjustments for assays or commodity prices. Under the royalty agreement, Quadra may include such final adjustments as a component of future royalty payments.

Liquidity and Capital Resources

Overview

        At June 30, 2010, we had current assets of $371.3 million compared to current liabilities of $35.8 million for a current ratio of 10 to 1. This compares to current assets of $318.7 million and current liabilities of $6.2 million at June 30, 2009, resulting in a current ratio of approximately 51 to 1. The decrease in the Company's current ratio was due to an increase in the Company's current portion of long-term debt, which was due to the IRC Transaction.

        As further discussed earlier within this MD&A under "Recent Developments, Business Developments," on January 25, 2010, the Company completed the purchase of the Andacollo Royalty. The purchase price for the Andacollo Royalty consisted of $217.9 million in cash and 1,204,136 shares

52

of the Company's common stock. The cash portion of the purchase price was funded using cash on hand.

        Also as discussed earlier within this MD&A under "Recent Developments, Business Developments," on February 22, 2010, the Company completed the IRC Transaction. The purchase price for the IRC Transaction consisted of approximately $350.0 million in cash, 5,234,086 shares of Royal Gold common stock and 1,806,649 Exchangeable Shares, which are convertible on a one-for-one basis for Royal Gold common stock. The cash portion of the total purchase price was sourced from cash on hand, cash acquired in the acquisition and from committed credit facilities, pursuant to which we borrowed $225 million.

        During the fiscal year ended June 30, 2010, liquidity needs were met from $136.6 million in royalty revenues (including $2.4 million of non-controlling interests) and our available cash resources, including our credit facilities. Also during the fiscal year ended June 30, 2010, our total assets increased to $1.9 billion compared to $809.9 million at June 30, 2009. The increase was primarily attributable to the increase in our royalty interests in mineral properties due the IRC Transaction and the acquisition of the Andacollo Royalty. The proceeds received from our June 2010 equity offering, as discussed below, also contributed to the overall increase in our total assets.

        We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service (current and long-term), cost of operation expenses, general and administrative expense costs, exploration and business development costs, and capital expenditures for the foreseeable future. Our current financial resources are also available for royalty acquisitions, including the proposed acquisition of a gold stream on the Mt. Milligan project, and to fund dividends. Our long-term capital requirements are primarily affected by our ongoing acquisition activities. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of a substantial royalty or other acquisition, we would likely need to seek additional debt or equity financing opportunities.

        Please refer to our risk factors included in Part 1, Item 1A of this report for a discussion of certain risks that may impact the Company's liquidity and capital resources.

Recent Liquidity and Capital Resource Developments

Equity Offering

        In June 2010, we sold 5,980,000 shares of our common stock. The offering was priced at $48.50, and proceeds from the offering, net of commission and expenses, was approximately $276.2 million. The Company intends to use the net proceeds from the offering for general corporate purposes and to fund acquisitions of additional royalty interests, including the acquisition of the gold stream on the Mt. Milligan Project discussed earlier in this MD&A, under "Recent Developments, Business Developments."

Credit Facility

        In connection with the IRC Transaction described earlier in this MD&A, the Company borrowed $125 million under its credit facility. As of June 30, 2010, the Company had $125 million outstanding under the credit facility, the maximum amount available. Refer to Note 6 of the notes to consolidated financial statements for further discussion of the credit facility.

Term Loan

        In connection with the IRC Transaction described earlier in this MD&A, on January 20, 2010, we entered into an agreement to obtain a new $100 million term loan from HSBC Bank USA, National Association ("HSBC Bank") (the "Term Loan") to partially fund the IRC Transaction. The Term Loan

53

was funded on February 17, 2010 in conjunction with the closing of the IRC Transaction. HSBC Securities (USA) Inc. acted as sole lead arranger for the Term Loan. The Term Loan is guaranteed by three wholly-owned subsidiaries of Royal Gold (the "Guarantors"). The obligations under the Term Loan were secured by certain Canadian assets of Royal Gold were replaced with certain Chilean assets of Royal Gold as of July 19, 2010.

        On March 26, 2010, the Company amended the Term Loan with HSBC Bank, and the Bank of Nova Scotia joined the Term Loan as a lender. The modifications to the Term Loan included, among other things: (1) an increase in the principal balance available under the Term Loan from $100 million to $130 million; (2) an extension of the final maturity date from 18 to 36 months from the initial funding date of February 17, 2010; (3) increases in the applicable LIBOR margin (currently set at 2.25%) by 0.50% every six months, commencing 18 months after the initial funding date until maturity; and (4) a reduction in the amortization rate from 10% of the initial funded amount per quarter to 5% of the fully funded principal amount per quarter. The additional Term Loan proceeds were used to redeem the 5.5% senior secured debentures assumed by the Company as part of the IRC Transaction.

        The Term Loan contains covenants limiting the ability of Royal Gold and its subsidiaries to, among other things, incur certain debt or liens, dispose of assets, enter into certain transactions with affiliates, make certain investments or consummate certain mergers, as well as a cross default provision to certain other permitted debt and royalty contracts. In addition, the Term Loan contains financial covenants relating to, among other things: (1) maintaining a leverage ratio (as defined) of 3.0 to 1.0 or less; (2) maintaining a minimum consolidated net worth (as defined) of not less than a base amount that increases according to cumulative positive quarterly net income; (3) maintaining an interest coverage ratio (as defined) of greater than 3.0 to 1.0 and (4) maintaining a current ratio (as defined) for the periods ending March 31, 2010 and June 30, 2010 of at least 1.0 to 1.0, and for all times thereafter, of at least 1.5 to 1.0.

Prepayment and Termination of Chilean Term Loan Facility

        Royal Gold Chile Limitada ("RGCL"), a wholly-owned subsidiary of Royal Gold, had a $19.25 million term loan outstanding bearing interest at LIBOR plus 0.25% pursuant to an Amended and Restated Term Loan Agreement ("Amended and Restated Agreement") between RGCL and HSBC Bank. On September 23, 2009, RGCL prepaid the full $19.25 million outstanding, plus interest, under the Amended and Restated Agreement. In addition to prepaying all outstanding amounts, RGCL notified HSBC Bank of its intention to terminate the Amended and Restated Agreement. Termination of the Amended and Restated Agreement was effective September 24, 2009.

        To secure RGCL's obligations under the Amended and Restated Agreement, the Company maintained $19.25 million in a Collateral Account at HSBC Bank. The Collateral Account balance was recorded as Restricted cash—compensating balance on the Company's consolidated balance sheets. Upon the full prepayment and termination of the Amended and Restated Agreement, the Collateral Account was closed and the $19.25 million was reclassified to Cash and equivalents on the Company's consolidated balance sheets.

54

Contractual Obligations

        Our contractual obligations as of June 30, 2010, are as follows:

	Payments Due by Period (in thousands)
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Debt(1)	$	266,271	$	32,087	$	108,343	$	125,841	$	—
Operating leases		525		203		322		—		—
Other long-term obligations		83		26		53		4		—
Total	$	266,879	$	32,316	$	108,718	$	125,845	$	—

(1)

Amounts represent principal ($248.5 million) and estimated interest payments ($17.8 million) assuming no early extinguishment.

        For information on our contractual obligations, see Notes 6 and 15 of the Notes to Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data" of this report. Royal Gold believes it will be able to fund all existing obligations from net cash provided by operating activities.

Results of Operations

Fiscal Year Ended June 30, 2010, Compared with Fiscal Year Ended June 30, 2009

        For the fiscal year ended June 30, 2010, we recorded net income available to Royal Gold common stockholders of $21.5 million, or $0.49 per basic and diluted share, compared to net income of $38.3 million, or $1.09 per basic share and $1.07 per diluted share, for the fiscal year ended June 30, 2009. The decrease in our earnings per share during the fiscal year ended June 30, 2010 was due to (1) the IRC one-time severance and acquisition related costs of approximately $19.4 million, and (2) the one-time royalty restructuring gain of $31.5 million during the fiscal year ended June 30, 2009, as part of the Barrick royalty portfolio acquisition. The after tax effect of the one-time IRC related costs during the fiscal year ended, was $0.33 per basic share. The after tax effect of the one-time royalty restructuring gain during the fiscal year ended June 30, 2009, was $0.60 per basic share.

        For fiscal year 2010, we recognized total royalty revenue of $136.6 million (including $2.4 million of non-controlling interest), at an average gold price of $1,089 per ounce, compared to royalty revenue of $73.8 million (including $1.1 million of minority interest), at an average gold price of $874 per ounce

55

for fiscal year 2009. Royalty revenue and the corresponding production, attributable to our royalty interests, for fiscal year 2010 compared to fiscal year 2009 is as follows:

Royalty Revenue and Production Subject to our Royalty Interests
Fiscal Years Ended June 30, 2010 and 2009
(In thousands, except reported production in ozs. and lbs.)

		Fiscal Year Ended June 30, 2010				Fiscal Year Ended June 30, 2009
Royalty	Metal(s)	Royalty Revenue		Reported Production(1)		Royalty Revenue		Reported Production(1)
Taparko(2)	Gold	$	32,157		117,505 oz.	$	10,431		48,105 oz.
Cortez	Gold	$	25,059		357,595 oz.	$	16,343		268,327 oz.
Robinson		$	12,148			$	7,695
	Gold				86,101 oz.				113,740 oz.
	Copper				107.4 million lbs.				128.3 million lbs.
Leeville	Gold	$	9,912		454,148 oz.	$	6,659		429,122 oz.
Mulatos	Gold	$	8,990		164,954 oz.	$	6,110		167,907 oz.
Siguiri(3)	Gold	$	6,037		296,223 oz.	$	3,966		241,817 oz.
Peñasquito(4)		$	6,032			$	1,541
	Gold				117,963 oz.				52,932 oz.
	Silver				7.2 million oz.				2.5 million oz.
	Lead				36.7 million lbs.				N/A
	Zinc				48.5 million lbs.				N/A
Goldstrike(3)	Gold	$	3,939		348,802 oz.	$	5,585		724,368 oz.
Voisey's Bay(4,5)		$	3,907				N/A
	Nickel				19.0 million lbs.				N/A
	Copper				8.6 million lbs.				N/A
Andacollo(6)	Gold	$	3,762		4,145 oz.		N/A		N/A
Dolores		$	2,987			$	900
	Gold				73,463 oz.				38,819 oz.
	Silver				1.2 million oz.				326,182 oz.
Las Cruces(5)	Copper	$	903		20.8 million lbs.		N/A		N/A
Gwalia Deeps(5)	Gold	$	854		47,626 oz.		N/A		N/A
Other(7)	Various	$	19,878		N/A	$	14,541		N/A
Total Royalty Revenue		$	136,565			$	73,771

(1)

Reported production relates to the amount of metal sales, subject to our royalty interests, for the twelve months ended June 30, 2010 and June 30, 2009, as reported to us by the operators of the mines.

(2)

Refer to "Recent Developments, Property Developments" as discussed earlier within this MD&A for a further discussion on recent developments at Taparko. Our TB-GSR1 royalty at Taparko will remain in effect until cumulative production of 804,420 ounces of gold is achieved or until cumulative payments of $35 million have been made to Royal Gold, whichever occurs first. Our TB-GSR2 royalty will remain in effect until the termination of TB-GSR1. As of June 30, 2010, we have recognized approximately $30.6 million in royalty revenue associated with TB-GSR1, which is attributable to cumulative production of approximately 202,000 ounces of gold. The Company expects the dollar cap could be met during the third calendar quarter of 2010.

(3)

As of June 30, 2010, the Company no longer considers this royalty principal to its business due to the decline in future potential royalty revenue from the property.

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(4)

Refer to "Recent Developments, Property Developments" as discussed earlier within this MD&A for a further discussion of recent developments at property.

(5)

Royalty acquired as part of the IRC Transaction. Refer to "Recent Developments, Business Developments" for further discussion on the IRC Transaction and "Recent Developments, Property Developments" for further discussion on recent developments at the property.

(6)

Royalty acquired in January 2010. Production at Andacollo began during the second calendar quarter of 2010. Refer to "Recent Developments, Business Developments" earlier within this MD&A for further discussion on the acquisition of the Andacollo Royalty.

(7)

"Other" includes all of the Company's non-principal producing royalties as of June 30, 2010 and 2009. Individually, no royalty included within the "Other" category contributed greater than 5% of our total royalty revenue for either period.

        The increase in royalty revenue for the fiscal year ended June 30, 2010, compared with the fiscal year ended June 30, 2009, resulted primarily from an increase in the average gold and copper prices, additional revenue from the recently acquired IRC producing royalties and the Andacollo Royalty, and an increase in production at Taparko, Peñasquito and Cortez. These increases were partially offset during the period by a decrease in production at Robinson. Please refer to "Recent Developments, Property Developments" earlier within this MD&A for further discussion on recent developments regarding properties covered by certain of our royalty interests.

        Cost of operations expenses increased to $6.2 million for the fiscal year ended June 30, 2010, from $3.6 million for the fiscal year ended June 30, 2009. The increase was primarily due to an increase in non-cash stock-based compensation allocated to cost of operations of approximately $1.2 million and an increase in the Nevada Net Proceeds Tax ("NNPT") expense of approximately $0.8 million, which resulted from an increase in royalty revenue from Cortez, Robinson and Leeville.

        General and administrative expenses increased to $12.6 million for the fiscal year ended June 30, 2010, from $7.4 million for the fiscal year ended June 30, 2009. The increase was primarily due to an increase in non-cash stock-based compensation expense allocated to general and administrative expense during the period of approximately $2.2 million, an increase in general corporate costs of approximately $1.5 million and an increase in accounting and tax related expenses of approximately $1.0 million.

        Exploration and business development expenses increased to $3.5 million for the fiscal year ended June 30, 2010, from $3.0 million for the fiscal year ended June 30, 2009. The increase was primarily due to an increase in non-cash stock-based compensation allocated to exploration and business development of approximately $1.0 million. This increase was partially offset by a decrease in consulting and legal related expenses for exploration and business development activities.

        The Company recorded total non-cash stock-based compensation expense related to our equity compensation plans of $7.3 million for the fiscal year ended June 30, 2010, compared to $2.9 million for the fiscal year ended June 30, 2009. The increase is primarily due to an increase in the number of performance share awards the Company has estimated will vest. Our non-cash stock-based compensation is allocated amongst costs of operations, general and administrative and exploration and business development in our consolidated statements of operations and comprehensive income. Please refer to Note 7 of the notes to consolidated financial statements for further discussion of the allocation of non-cash stock-based compensation for the fiscal years ended June 30, 2010 and 2009.

        Depreciation, depletion and amortization expense increased to $53.8 million for the fiscal year ended June 30, 2010, from $32.6 million for the fiscal year ended June 30, 2009. Increased production at Taparko, Peñasquito, Dolores and Leeville resulted in additional depletion expense of approximately $14.7 million during the period. Also, the producing royalties acquired as part of the IRC Transaction

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resulted in additional depletion expense of approximately $5.5 million from the acquisition date through June 30, 2010.

        As discussed in Note 3 to the notes to consolidated financial statements, the Company incurred approximately $19.4 million in severance and acquisition related costs associated with the IRC Transaction. These one-time, non-recurring costs were related to financial advisory, legal, accounting, tax and consulting services associated with the IRC Transaction as well as severance related payments as part of the termination of IRC's officers and certain employees upon acquisition of IRC.

        Interest and other income increased to $6.4 million for the fiscal year ended June 30, 2010, from $3.2 million for the fiscal year ended June 30, 2009. The increase was primarily due to a $5.9 million gain on distributions of gold inventory attributable to non-controlling interests. The increase was partially off by (i) a decrease in our average invested cash during fiscal year 2010 when compared to fiscal year 2009, and (ii) a decrease in the interest rates associated with our invested cash.

        Interest and other expense increased to $3.8 million for the fiscal year ended June 30, 2010, from $1.0 million for the fiscal year ended June 30, 2009. The increase was primarily due to an increase in interest expense associated with the outstanding balances on the Company's debt facilities, as discussed in Note 6 of the notes to consolidated financial statements.

        During the fiscal year ended June 30, 2010, we recognized income tax expense totaling $14.2 million compared with $21.9 million during the fiscal year ended June 30, 2009. This resulted in an effective tax rate of 32.5% during the current period, compared with 34.6% in the prior period. The decrease in the effective tax rate for June 30, 2010 is primarily related to (i) less pre-tax income as a result of the one-time royalty portfolio gain in June 30, 2009, (ii) an increase in the depletion allowance, and (iii) an increase in the income attributable to non-controlling interests. The tax rate for June 30, 2010 also included non-deductible acquisition related costs and increases in reserves for income tax contingencies as a result of uncertain tax positions acquired during the year. Without the costs incurred as a result of the IRC Transaction, the effective tax rate would have been 29.5% for the year.

Fiscal Year Ended June 30, 2009, Compared with Fiscal Year Ended June 30, 2008

        For the fiscal year ended June 30, 2009, we recorded net income of $38.3 million, or $1.09 per basic share and $1.07 per diluted share, compared to net income attributable to Royal Gold stockholders of $24.0 million, or $0.62 per basic share and $0.61 per diluted share (after adjustments for preferred stock dividends and deemed dividends), for the fiscal year ended June 30, 2008. The increase in our earnings per share during the period was primarily due to the royalty portfolio restructuring gains of approximately $33.7 million as part of the Barrick royalty portfolio acquisition and the Benso royalty buy-back exercise by Golden Star during our fiscal year 2009. The effect of the restructuring gains was $0.62 per basic share, after taxes.

        For fiscal year 2009, we recognized total royalty revenue of $73.8 million (including $1.1 million of non-controlling interest), at an average gold price of $874 per ounce, compared to royalty revenue of $66.3 million (including $1.4 million of non-controlling interest), at an average gold price of $821 per

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ounce for fiscal year 2008. Royalty revenue and the corresponding production, attributable to our royalty interests, for fiscal year 2009 compared to fiscal year 2008 is as follows:

Royalty Revenue and Production Subject to our Royalty Interests
Fiscal Years Ended June 30, 2009 and 2008
(In thousands, except reported production in ozs. and lbs.)

		Fiscal Year Ended June 30, 2009				Fiscal Year Ended June 30, 2008
Royalty	Metal(s)	Royalty Revenue		Reported Production(1)		Royalty Revenue		Reported Production(1)
Cortez	Gold	$	16,343		268,327 oz.	$	21,989		436,148 oz.
Taparko(2)	Gold	$	10,431		48,105 oz.	$	7,435		36,078 oz.
Robinson		$	7,695			$	16,576
	Gold				113,740 oz.				120,873 oz.
	Copper				128.3 million lbs.				139.0 million lbs.
Leeville	Gold	$	6,659		429,122 oz.	$	5,570		360,811 oz.
Mulatos	Gold	$	6,110		167,907 oz.	$	1,521		120,933 oz.
Goldstrike	Gold	$	5,585		724,368 oz.	$	5,086		698,488 oz.
Siguiri(3)	Gold	$	3,966		241,817 oz.		N/A		N/A
Peñasquito (oxide)		$	1,541			$	59
	Gold				52,932 oz.				1,618 oz.
	Silver				2.5 million oz.				91,601 oz.
Dolores		$	900				N/A
	Gold				38,819 oz.				N/A
	Silver				326,182 oz.				N/A
Other(4)	Various	$	14,541		N/A	$	8,061		N/A
Total Royalty Revenue		$	73,771			$	66,297

(1)

Reported production relates to the amount of metal sales, subject to our royalty interests, for the twelve months ended June 30, 2009 and June 30, 2008, as reported to us by the operators of the mines.

(2)

Refer to "Recent Developments—Property Developments" as discussed earlier within this MD&A for a further discussion on recent developments at Taparko. Our TB-GSR1 royalty at Taparko will remain in effect until cumulative production of 804,420 ounces of gold is achieved or until cumulative payments of $35 million have been made to Royal Gold, whichever occurs first. Our TB-GSR2 royalty will remain in effect until the termination of TB-GSR1. As of June 30, 2009, we recognized approximately $11.2 million in royalty revenue associated with TB-GSR1, which is attributable to cumulative production of approximately 84,000 ounces of gold.

(3)

The Siguiri royalty is subject to a dollar cap of approximately $12.0 million. As of June 30, 2009, approximately $7.9 million remained under the Siguiri royalty cap.

(4)

"Other" includes all of the Company's non-principal producing royalties as of June 30, 2009 and 2008. Individually, no royalty included within "Other" contributed greater than 5% of our total royalty revenue for the period.

        The increase in royalty revenue for the fiscal year ended June 30, 2009, compared with the fiscal year ended June 30, 2008, resulted primarily from an increase in the average gold price, production from the recently acquired Barrick royalty portfolio (notably Mulatos and Siguiri), an increase in production at Taparko and Leeville, and commencement of production at Peñasquito and Dolores. These increases were partially offset during the period by a decrease in production and a reduction in

59

our GSR2 royalty rate at Cortez and a decrease in royalty revenue at Robinson due to the negative provisional pricing adjustments, which resulted from the sharp decrease in copper prices during our second and third fiscal quarters of 2009.

        Cost of operations expenses decreased to $3.6 million for the fiscal year ended June 30, 2009, from $3.7 million for the fiscal year ended June 30, 2008. The decrease was primarily due to a decrease in the NNPT expense, which resulted primarily from a decrease in royalty revenue from Robinson and Cortez. This decrease was partially offset by an increase in legal fees associated with the Holt litigation as discussed further under "Recent Developments, Property Developments" within this MD&A.

        General and administrative expenses increased to $7.4 million for the fiscal year ended June 30, 2009, from $7.2 million for the fiscal year ended June 30, 2008. The increase was primarily due to an increase in non-cash stock-based compensation expense allocated to general and administrative expense during the period and an increase in corporate legal fees.

        Exploration and business development expenses decreased to $3.0 million for the fiscal year ended June 30, 2009, from $4.1 million for the fiscal year ended June 30, 2008. The decrease was due to a decrease in legal, tax and consulting services for business development activities during the period.

        The Company recorded total non-cash stock-based compensation expense related to our equity compensation plan of $2.9 million for each of the fiscal years ended June 30, 2009 and 2008. Our non-cash stock compensation is allocated among cost of operations, general and administrative, and exploration and business development in our consolidated statements of operations and comprehensive income. Please refer to Note 7 of the Notes to consolidated financial statements for further discussion of our stock-based compensation and the allocation of non-cash stock-based compensation for the fiscal year ended June 30, 2009 and 2008.

        Depreciation, depletion and amortization expense increased to $32.6 million for the fiscal year ended June 30, 2009, from $18.4 million for the fiscal year ended June 30, 2008. Depletion from the Barrick royalties acquired in October 2008 contributed approximately $8.6 million in additional depletion expense during fiscal year 2009. Increased production at Taparko, Leeville, Goldstrike and El Chanate resulted in additional depletion expense of approximately $2.4 million during fiscal year 2009. Properties that recently began production, which included Peñasquito and Dolores, contributed approximately $1.2 million in additional depletion expense during fiscal year 2009.

        Interest and other income decreased to $3.2 million for the fiscal year ended June 30, 2009, from $6.7 million for the fiscal year ended June 30, 2008. The decrease was primarily due to a significant decrease in interest rates associated with our invested cash. The decrease was partially offset by a $1.9 million gain on a distribution to a non-controlling interest holder.

        During the fiscal year ended June 30, 2009, we recognized income tax expense totaling $21.9 million compared with $12.1 million during the fiscal year ended June 30, 2008. This resulted in an effective tax rate of 34.6% in fiscal year 2009, compared with 31.7% in the prior period. The increase in our effective tax rate was the result of the royalty restructuring gain as part of the Barrick royalty portfolio acquisition during our fiscal year 2009, and an increase in the amount of foreign losses for which no tax benefit is currently recognized.

60

Forward-Looking Statements

        Cautionary "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this report 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 projected production estimates and estimates pertaining to timing and commencement of production from the operators of our royalty properties; the adequacy of financial resources and funds to cover anticipated expenditures for general and administrative expenses as well as costs associated with exploration and business development and capital expenditures, and our expectation that substantially all our revenues will be derived from royalty interests. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

•

changes in gold and other metals prices on which our royalties are paid or prices associated with the primary metals mined at our royalty properties;

•

the production at or performance of our producing royalty properties;

•

decisions and activities of the operators of our royalty properties;

•

the ability of operators to bring projects into production and operate in accordance with feasibility studies;

•

liquidity or other problems our operators may encounter;

•

unanticipated grade and geological, metallurgical, processing or other problems at the royalty properties;

•

mine operating and ore processing facility problems, pit wall or tailings dam failures, natural catastrophes such as floods or earthquakes and access to raw materials, water and power;

•

changes in project parameters as plans of the operators are refined;

•

changes in estimates of reserves and mineralization by the operators of our royalty properties;

•

economic and market conditions;

•

future financial needs;

•

federal, state and foreign legislation governing us or the operators of our royalty properties;

•

the availability of royalties for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions;

•

our ability to make accurate assumptions regarding the valuation, timing and amount of royalty payments when making acquisitions;

•

risks associated with conducting business in foreign countries, including application of foreign laws to contract and other disputes, environmental and permitting laws, community unrest and labor disputes, and enforcement and uncertain political and economic environments;

•

risks associated with issuances of substantial additional common stock or incurrence of substantial indebtedness in connection with acquisitions or otherwise;

•

acquisition and maintenance of permits and authorizations, completion of construction and commencement and continuation of production at the royalty properties;

•

changes to management and key employees; and

•

failure to complete future acquisitions;

61

as well as other factors described elsewhere in this report and our other reports filed with the Securities and Exchange Commission. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. We disclaim any obligation to update any forward-looking statements made herein. Readers are cautioned not to put undue reliance on forward-looking statements.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        Our earnings and cash flows are significantly impacted by changes in the market price of gold and other metals. Gold, silver, copper and other metal prices can fluctuate significantly and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events and the strength of the U.S. dollar relative to other currencies. Please see "Volatility in gold, silver, copper and other metal prices may have an adverse impact on the value of our royalty interests and reduce our royalty revenues," under Part I, Item 1A, Risk Factors, of this report for more information on factors that can affect gold, silver, copper and other metal prices as well as historical gold, silver, and copper prices.

        During the fiscal year ended June 30, 2010, we reported royalty revenues of $136.6 million, with an average gold price for the period of $1,089 per ounce and an average copper price of $3.03 per pound. Approximately 81% of our total recognized revenues for the fiscal year ended June 30, 2010, were attributable to gold sales from our gold producing royalty interests, as shown within Item 7, MD&A, of this report. For the fiscal year ended June 30, 2010, if the price of gold had averaged higher or lower by $100 per ounce, we would have recorded an increase in revenue of approximately $11.3 million or a decrease in revenue of approximately $10.6 million. Approximately 9% of our total recognized revenues for the fiscal year ended June 30, 2010, were attributable to copper sales from our copper producing royalty interests. For the fiscal year ended June 30, 2010, if the price of copper had averaged higher or lower by $0.50 per pound, we would have recorded an increase or decrease in revenues of approximately $2.1 million, respectively.

62

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	64
CONSOLIDATED BALANCE SHEETS	65
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME	66
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	67
CONSOLIDATED STATEMENTS OF CASH FLOWS	68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	69

63

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors Royal Gold, Inc.:

        In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Royal Gold, Inc. and its subsidiaries at June 30, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting appearing under part II, Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for non-controlling interests effective July 1, 2009, which required retrospective application for all periods presented.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
Denver, Colorado
August 26, 2010

64

ROYAL GOLD, INC.

Consolidated Balance Sheets
As of June 30,
(In thousands except share data)

		2010			2009
ASSETS
Cash and equivalents		$	324,846		$	294,566
Royalty receivables			40,363			20,597
Income tax receivable			3,432			2,372
Prepaid expenses and other current assets			2,627			1,173
	Total current assets		371,268			318,708
Royalty interests in mineral properties, net (Note 5)			1,467,983			455,966
Restricted cash—compensating balance			—			19,250
Other assets			22,082			16,000
	Total assets	$	1,861,333		$	809,924
LIABILITIES
Current portion of long-term debt (Note 6)		$	26,000		$	—
Accounts payable			2,367			2,403
Dividends payable			4,970			3,259
Other current liabilities			2,437			527
	Total current liabilities		35,774			6,189
Long-term debt (Note 6)			222,500			—
Net deferred tax liabilities			152,583			23,371
Chilean loan facility			—			19,250
Other long-term liabilities			16,928			703
	Total liabilities		427,785			49,513
Commitments and contingencies (Note 15)
EQUITY
Preferred stock, $.01 par value, authorized 10,000,000 shares authorized; and 0 shares issued			—			—
Common stock, $.01 par value, 100,000,000 shares authorized; and 53,324,171 and 40,480,311 shares outstanding, respectively			534			405
Exchangeable shares, no par value, 1,806,649 and 0 shares issued, less 176,540 and 0 redeemed shares, respectively			71,741			—
Additional paid-in capital			1,284,087			702,407
Accumulated other comprehensive (loss)			(34	)		(80	)
Accumulated earnings			51,862			46,709
Treasury stock, at cost (96,675 and 0 shares, respectively)			(4,474	)		—
Total Royal Gold stockholders' equity			1,403,716			749,441
Non-controlling interests			29,832			10,970
	Total equity		1,433,548			760,411
	Total liabilities and equity	$	1,861,333		$	809,924

The accompanying notes are an integral part of these consolidated financial statements.

65

ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income

For The Years Ended June 30,

(In thousands except share data)

		2010			2009			2008
Royalty revenues		$	136,565		$	73,771		$	66,297
Costs and expenses
	Costs of operations (exclusive of depreciation, depletion and amortization shown separately below)		6,235			3,551			3,664
	General and administrative		12,595			7,352			7,208
	Exploration and business development		3,503			2,998			4,079
	Depreciation, depletion and amortization		53,793			32,578			18,364
	Severance and acquisition related costs		19,404			—			—
Total costs and expenses			95,530			46,479			33,315
Operating income			41,035			27,292			32,982
Royalty portfolio restructuring gain			—			33,714			—
Interest and other income			6,360			3,192			6,742
Interest and other expense			(3,809	)		(984	)		(1,729	)
Income before income taxes			43,586			63,214			37,995
Income tax expense			(14,164	)		(21,857	)		(12,050	)
Loss from equity investment			—			—			(550	)
Net income			29,422			41,357			25,395
Net income attributable to non-controlling interests			(7,930	)		(3,009	)		(1,352	)
Net income attributable to Royal Gold stockholders			21,492			38,348			24,043
Preferred dividends			—			—			(4,788	)
Net income available to Royal Gold common stockholders		$	21,492		$	38,348		$	19,255
Net income		$	29,422		$	41,357		$	25,395
Adjustments to comprehensive income, net of tax
	Unrealized change in market value of available for sale securities		45			(145	)		(393	)
Comprehensive income			29,467			41,212			25,002
Comprehensive income attributable to non-controlling interests			(7,930	)		(3,009	)		(1,352	)
Comprehensive income attributable to Royal Gold stockholders		$	21,537		$	38,203		$	23,650
Net income per share available to Royal Gold common stockholders:
Basic earnings per share		$	0.49		$	1.09		$	0.62
Basic weighted average shares outstanding			43,640,414			35,337,133			31,054,725
Diluted earnings per share		$	0.49		$	1.07		$	0.61
Diluted weighted average shares outstanding			43,980,817			35,789,076			31,390,293
Cash dividends declared per common share		$	0.34		$	0.30		$	0.30

The accompanying notes are an integral part of these consolidated financial statements.

66

ROYAL GOLD, INC.

Consolidated Statements of Changes in Equity

For the Years Ended June 30, 2010, 2009 and 2008

(In thousands except share data)

		Royal Gold Stockholders
														Exchangeable Shares
		Preferred Shares						Common Shares															Accumulated Other Comprehensive Income (Loss)						Treasury Stock
																				Additional Paid-In Capital						Accumulated Earnings									Non-controlling interests			Total Equity
		Shares			Amount			Shares			Amount			Shares			Amount												Shares			Amount
Balance at June 30, 2007			—		$	—			28,892,980		$	289			—		$	—		$	310,439		$	458		$	8,992			229,224		$	(1,097	)	$	11,121		$	330,202
Issuance of preferred stock for:
	7.25% Mandatory Convertible		1,150,000		$	115,000			—			—									(3,902	)		—			—			—			—			—			111,098
Issuance of common stock for:
	Conversion of 7.25% Mandatory Convertible Preferred Stock		(1,150,000	)		(115,000	)		3,977,683			40									116,946			—			—			—			—			—			1,986
	Battle Mountain acquisition		—			—			1,144,025			11									35,832			—			—			—			—			—			35,843
	Equity offering costs		—			—			—			—									(29	)		—			—			—			—			—			(29	)
Stock-based compensation and related share issuances			—			—			121,375			1									4,315			—			—			—			—			—			4,316
IAMGOLD Corporation and Repadre International Corporation			—			—			216,642			2									6,343			—			—			—			—			—			6,345
Retire treasury stock			—			—			(426,210	)		(4	)								(6,609	)		—			—			(426,210	)		6,613			—			—
Repurchase of common stock			—			—			—			—									—			—			—			196,986			(5,516	)		—			(5,516	)
Net income			—			—			—			—									—			—			24,043			—			—			1,352			25,395
Comprehensive income (loss)			—			—			—			—									—			(393	)		—			—			—			—			(393	)
Distribution to non-controlling interests			—			—			—			—									—			—			—			—			—			(1,062	)		(1,062	)
Preferred stock deemed dividend upon conversion			—			—			—			—									—			—			(1,986	)		—			—			—			(1,986	)
Preferred stock dividends declared			—			—			—			—									—			—			(2,803	)		—			—			—			(2,803	)
Common stock dividends declared			—			—			—			—									—			—			(8,768	)		—			—			—			(8,768	)
Balance at June 30, 2008			—		$	—			33,926,495		$	339			—		$	—		$	463,335		$	65		$	19,478			—		$	—		$	11,411		$	494,628
Issuance of common stock for:
	Equity offering		—			—			6,500,000			65									234,867			—			—			—			—			—			234,932
	Other		—			—			5,335			—									178			—			—			—			—			—			178
Stock-based compensation and related share issuances			—			—			48,481			1									4,027			—			—			—			—			—			4,028
Net income			—			—			—			—									—			—			38,348			—			—			3,009			41,357
Comprehensive income (loss)			—			—			—			—									—			(145	)		—			—			—			—			(145	)
Distribution to non-controlling interests			—			—			—			—									—			—			—			—			—			(3,450	)		(3,450	)
Dividends declared			—			—			—			—									—			—			(11,117	)		—			—			—			(11,117	)
Balance at June 30, 2009			—		$	—			40,480,311		$	405			—		$	—		$	702,407		$	(80	)	$	46,709			—		$	—		$	10,970		$	760,411
Issuance of common stock for:																																							—
	Equity offering		—			—			5,980,000			60									276,158			—			—			—			—			—			276,218
	Acquisition of International Royalty Corporation		—			—			5,234,086			52			1,806,649			79,511			230,236			—			—			22,245			(917	)		20,704			329,586
	Andacollo Royalty acquisition		—			—			1,204,136			12									53,416			—			—			—			—			—			53,428
	Exchange of exchangeable shares		—			—			176,540			2			(176,540	)		(7,770	)		7,768			—			—			—			—			—			—
Stock-based compensation and related share issuances			—			—			249,098			3									14,102			—			—			74,430			(3,557	)		—			10,548
Net income			—			—			—			—									—			—			21,492			—			—			7,930			29,422
Comprehensive income (loss)			—			—			—			—									—			46			—			—			—			—			46
Distribution to non-controlling interests			—			—			—			—									—			—			—			—			—			(9,772	)		(9,772	)
Dividends declared			—			—			—			—									—			—			(16,339	)		—			—			—			(16,339	)
Balance at June 30, 2010			—		$	—			53,324,171		$	534			1,630,109		$	71,741		$	1,284,087		$	(34	)	$	51,862			96,675		$	(4,474	)	$	29,832		$	1,433,548

The accompanying notes are an integral part of these consolidated financial statements.

67

ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

For the Years Ended June 30,

(In thousands)

		2010			2009			2008
Cash flows from operating activities:
Net income		$	29,422		$	41,357		$	25,395
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation, depletion and amortization		53,793			32,578			18,364
	Gain on distribution to non-controlling interest		(5,891	)		(1,924	)		(543	)
	Deferred tax expense (benefit)		(7,536	)		(2,170	)		115
	Non-cash employee stock compensation expense		7,279			2,921			2,869
	Gain on royalty restructuring		—			(33,714	)		—
	Tax benefit of stock-based compensation exercises		(1,638	)		(334	)		(722	)
	Other		371			—			(665	)
Changes in assets and liabilities:
	Royalty receivables		(19,055	)		(4,280	)		(3,120	)
	Prepaid expenses and other assets		4,035			(477	)		36
	Accounts payable		(10,742	)		(1,834	)		2,244
	Income taxes (receivable) payable		(2,697	)		(147	)		(1,846	)
	Other		1,030			(1,929	)		(3,000	)
Net cash provided by operating activities		$	48,371		$	30,047		$	39,127
Cash flows from investing activities:
	Acquisition of royalty interests in mineral properties		(232,996	)		(186,110	)		(19,179	)
	Acquisition of International Royalty Corporation, net of cash acquired		(270,233	)		—			—
	Proceeds from royalty restructuring		—			34,897			—
	Change in restricted cash—compensating balance		19,250			(3,500	)		—
	Proceeds on sale of Inventory—restricted		3,647			3,477			1,077
	Deferred acquisition costs		(120	)		(1,021	)		(157	)
	Other		(86	)		(284	)		(42	)
Net cash used in investing activities		$	(480,538	)	$	(152,541	)	$	(18,301	)
Cash flows from financing activities:
	Borrowings from credit facilities		255,000			—			—
	Tax benefit of stock-based compensation exercises		1,638			334			722
	(Prepayment of) borrowings under Chilean loan facility		(19,250	)		3,500			—
	Common stock dividends		(14,628	)		(10,242	)		(8,253	)
	Preferred stock dividends		—			—			(2,802	)
	Repayment of debt		(36,013	)		—			—
	Proceeds from foreign exchange contract		4,101			—			—
	Distribution to non-controlling interests		(3,647	)		(3,477	)		(1,077	)
	Net proceeds from issuance of common stock		276,839			235,707			698
	Net proceeds from issuance of preferred stock		—			—			111,098
	Stock repurchase program		—			—			(5,516	)
	Gold loan payoff—Battle Mountain		—			—			(6,476	)
	Debt issuance costs		(1,593	)		(797	)		(27	)
Net cash provided by financing activities		$	462,447		$	225,025		$	88,367
Net increase in cash and equivalents			30,280			102,531			109,193
Cash and equivalents at beginning of period			294,566			192,035			82,842
Cash and equivalents at end of period		$	324,846		$	294,566		$	192,035

See Note 12 for supplemental cash flow information.

The accompanying notes are an integral part of these consolidated financial statements.

68

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     THE COMPANY

        Royal Gold, Inc. ("Royal Gold", the "Company", "we", "us" or "our"), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals royalties and similar interests. Royalties are passive (non-operating) interests in mining projects that provide the right to revenue or production from the project after deducting specified costs, if any.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS, AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Summary of Significant Accounting Policies

Use of Estimates

        The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates.

Basis of Consolidation

        The consolidated financial statements include the accounts of Royal Gold, Inc., its wholly-owned subsidiaries and an entity over which control is achieved through means other than voting rights. The Company follows the Accounting Standards Codification ("ASC") guidance for identification and reporting for entities over which control is achieved through means other than voting rights. The guidance defines such entities as Variable Interest Entities ("VIEs"). As discussed further in Note 16, the Company identified Crescent Valley Partners, L.P. ("CVP") as a VIE due to the legal structure and certain related factors. Also refer to Note 3 for further discussion of a VIE identified as part of the acquisition of International Royalty Corporation ("IRC"). The identified VIEs are not material to the Company's overall operations or consolidated balance sheets either individually or in the aggregate. Intercompany transactions and account balances have been eliminated in consolidation.

Cash and Equivalents

        Cash and equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Cash and equivalents are primarily held in cash deposit accounts or money market accounts which are invested in United States treasury bills or United States treasury backed securities.

Royalty Interests in Mineral Properties

        Royalty interests in mineral properties include acquired royalty interests in production, development and exploration stage properties. The cost of acquired royalty interests in mineral properties are capitalized as tangible assets as such interests do not meet the definition of a financial asset under ASC guidance.

        Acquisition costs of production stage royalty interests are depleted using the units of production method over the life of the mineral property, which is estimated using proven and probable reserves as provided by the operator. Acquisition costs of royalty interests on development stage mineral

69

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

properties, which are not yet in production, are not amortized until the property begins production. Acquisition costs of royalty interests on exploration stage mineral properties, where there are no proven and probable reserves, are not amortized. At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the cost basis is amortized over the remaining life of the mineral property, using proven and probable reserves. Exploration costs are charged to operations when incurred.

Asset Impairment

        We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The recoverability of the carrying value of royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each royalty interest property using estimates of proven and probable reserves and other relevant information received from the operator. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur in the future, thus affecting the future recoverability of our royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

        Our estimates of gold, silver, copper and other metal prices, operator's estimates of proven and probable reserves related to our royalty properties, and operator's estimates of operating, capital and reclamation costs are subject to certain risks and uncertainties which may affect the recoverability of our investment in these royalty interests in mineral properties. Although we have made our best assessment of these factors based on current conditions, it is possible that changes could occur, which could adversely affect the net cash flows expected to be generated from these royalty interests.

Royalty Revenue

        Royalty revenue is recognized in accordance with the guidance of ASC 605 and based upon amounts contractually due pursuant to the underlying royalty agreement. Specifically, revenue is recognized in accordance with the terms of the underlying royalty agreements subject to (i) the pervasive evidence of the existence of the arrangements; (ii) the risks and rewards having been transferred; (iii) the royalty being fixed or determinable; and (iv) the collectability of the royalty being reasonably assured. For royalty payments received in gold, royalty revenue is recorded at the average spot price of gold for the period in which the royalty was earned.

        Revenue recognized pursuant to the Robinson royalty agreement is based upon 3.0% of revenue received by the operator of the mine, QuadraFNX Mining, Ltd. ("Quadra"), for the sale of minerals from the Robinson mine, reduced by certain costs incurred by Quadra. Quadra's concentrate sales contracts with third-party smelters, in general, provide for an initial sales price payment based upon provisional assays and quoted metal prices at the date of shipment. Final true-up sales price payments to Quadra are subsequently based upon final assay and market metal prices on a specified future date, typically one to three months after the date the concentrate arrives at the third-party smelter (which generally occurs four to five months after the shipment date from the Robinson mine). We do not have all the key information regarding the terms of the operator's smelter contracts, such as the terms of specific concentrate shipments to a smelter or quantities of metal or expected settlement arrangements at the time of an operator's shipment of concentrate.

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        Each monthly payment from Quadra is typically a combination of revenue received by Quadra for provisional payments during the month and any upward or downward adjustments for final assays and commodity prices for earlier shipments. Whether the payment to Royal Gold is based on Quadra's revenue in the form of provisional or final payments, Royal Gold records royalty revenue and the corresponding receivable based on the monthly amounts it receives from Quadra, as determined pursuant to the royalty agreement. The royalty contract does not provide Royal Gold with rights or obligations to settle any final assay and commodity price adjustments with Quadra. Therefore, once a given monthly payment is received by Royal Gold it is not subject to later adjustment based on adjustments for assays or commodity prices. Under the royalty agreement, Quadra may include such final adjustments as a component of future royalty payments.

Income Taxes

        The Company accounts for income taxes in accordance with the guidance of ASC 740. The Company's deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be realized.

        The Company's operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If the Company's estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to income tax expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Stock-Based Compensation

        We account for our stock-based compensation in accordance with the guidance of ASC 718. The Company recognizes all share-based payments to employees, including grants of employee stock options, stock appreciation rights ("SARs") and restricted stock, in its financial statements based upon their fair values. See Note 7 for further discussion on the Company's stock-based compensation.

Operating Segments and Geographical Information

        We manage our business under one operating segment, consisting of royalty acquisition and management activities. Royal Gold's royalty revenue and long-lived assets (royalty interests in mineral

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properties, net) are geographically distributed as shown in the following table. Please refer to Note 5 for a further breakdown of our royalty interests on producing mineral properties.

	Royalty Revenue									Royalty Interests in Mineral Property, net
	Fiscal Year Ended June 30,									Fiscal Year Ended June 30,
	2010			2009			2008			2010			2009			2008
United States		40	%		56	%		79	%		5	%		13	%		18	%
Africa(1)		29	%		21	%		11	%		2	%		8	%		12	%
Mexico		15	%		15	%		4	%		13	%		45	%		55	%
Australia		5	%		2	%		—			6	%		6	%		—
Canada		4	%		2	%		1	%		27	%		19	%		1	%
Chile		4	%		1	%		—			42	%		6	%		7	%
Other		3	%		3	%		5	%		5	%		3	%		7	%

(1)

Consists of royalties on properties in Burkina Faso and Guinea.

Comprehensive Income

        In addition to net income, comprehensive income includes changes in equity during a period associated with cumulative unrealized changes in the fair value of marketable securities held for sale, net of tax effects.

Earnings per Share

        Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of outstanding common shares for the period, including the outstanding exchangeable shares (see Note 10). Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts that may require issuance of common shares were converted. Diluted earnings per share is computed by dividing net income available to common stockholders by the diluted weighted average number of common shares outstanding, including outstanding exchangeable shares, during each fiscal year.

Recently Adopted Accounting Pronouncements

The Accounting Standards Codification

        In June 2009, the Financial Accounting Standards Board ("FASB") established the ASC as the single source of authoritative generally accepted accounting principles ("GAAP") to be applied by non-governmental entities. The ASC is the new structure which took existing accounting pronouncements and organized them by topic. Relevant authoritative literature issued by the Securities and Exchange Commission ("SEC") and select SEC staff interpretations and administrative literature was also included in the ASC. All other accounting not included in the ASC is non-authoritative. The ASC was effective for the Company July 1, 2009. The adoption of the ASC did not have an impact on the Company's consolidated financial statements.

Business Combinations

        On July 1, 2009, the Company adopted a new accounting standard included in ASC 805. The new accounting standard changes the way companies account for business combinations and will generally

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require more assets acquired and liabilities assumed to be measured at their acquisition date fair value. The new accounting standard also requires legal fees and other transaction-related costs to be expensed as incurred. The adoption of the new accounting standard is to be applied prospectively for any business combinations which would close after July 1, 2009 (see Note 3).

Non-controlling Interests in Consolidated Financial Statements

        On July 1, 2009, the Company adopted a new accounting standard included in ASC 810. The adoption of the new accounting standard changed the presentation of its non-controlling (minority) interests. Except for presentation changes, the adoption of the new accounting standard had no impact on the Company's consolidated financial position, results of operations or cash flows.

Fair Value Measurements

        On July 1, 2009, the Company adopted a new accounting standard in ASC 820, which delayed the effective date for disclosing all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis (at least annually). This standard did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Refer to Note 13 for a discussion regarding the Company's fair value measurements as of June 30, 2010.

Recently Issued Accounting Standards

Variable Interest Entities

        In June 2009, new accounting guidance was issued that is included in ASC 810. This guidance amends the consolidation guidance applicable to VIEs and is effective for our fiscal year beginning July 1, 2010. We are evaluating the potential impact, if any, this new accounting guidance will have on our consolidated financial statements.

Fair Value Measurements

        In January 2010, ASC 820 was updated to require additional disclosures related to: (1) transfers in and out of Level 1 and 2 fair value measurements, and (2) enhanced detail in the Level 3 reconciliation. The new guidance was amended to provide clarity about the level of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure fair value for both recurring and non-recurring measurements that fall in either Level 2 or Level 3. The updated guidance is effective for the Company's fiscal year beginning July 1, 2010, with the exception of the Level 3 disaggregation, which is effective for the Company's fiscal year beginning July 1, 2011. We are evaluating the potential impact, if any, this new accounting guidance will have on our consolidated financial statements.

3.     ACQUISITION OF INTERNATIONAL ROYALTY CORPORATION

        On February 22, 2010, Royal Gold, through RG Exchangeco Inc. (formerly known as 7296355 Canada Ltd.), a wholly-owned Canadian subsidiary of Royal Gold ("RG Exchangeco"), acquired all of the issued and outstanding common shares of IRC, a company incorporated in Canada (the "IRC Transaction"). IRC's royalty portfolio as of February 22, 2010, included 11 producing royalties, 10 development stage royalties, 24 evaluation stage royalties and 35 exploration stage royalties. The IRC Transaction further complemented and expanded our royalty portfolio.

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        The purchase price for the IRC Transaction consisted of approximately $350.0 million in cash, 5,234,086 shares of Royal Gold common stock (valued at $230.4 million on February 22, 2010) and 1,806,649 exchangeable shares of RG Exchangeco (valued at $79.5 million on February 22, 2010), which shares are convertible at any time on a one-for-one basis for Royal Gold common stock. As discussed in Note 6, the Company funded $225 million of the cash consideration portion of the purchase price from its existing debt facilities. For the twelve months ended June 30, 2010, the Company incurred approximately $8.6 million of transaction costs for financial advisory, legal, accounting, tax and consulting services as part of the IRC Transaction. The Company also incurred approximately $10.8 million in severance related payments as part of the termination of IRC's officers and certain employees upon acquisition of IRC. The transaction and severance payment costs are included in Severance and acquisition-related costs on our consolidated statements of operations and comprehensive income and were recognized separately from the purchase price for the IRC Transaction.

        The Company followed the acquisition method of accounting in accordance with the new accounting standard related to business combinations, which the Company adopted on July 1, 2009 (see Note 2). The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed from IRC on February 22, 2010, based on the current best estimates and information received by management. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed. Royalty interests in mineral properties, deferred income taxes, and certain other tax matters were based on preliminary valuation data and estimates. Accordingly, the fair values of these assets and liabilities are subject to change. During the fourth quarter of fiscal 2010, the Company made certain changes to the purchase price allocation. These changes, when compared to our purchase price allocation as of March 31, 2010, were immaterial.

	(in thousands)
Purchase price	$	659,871
Current assets	$	83,720
Royalty interests in mineral properties		774,291
Other assets		14,304
Current liabilities		(10,839	)
Senior secured debentures		(28,769	)
Net deferred tax liabilities		(140,891	)
Uncertain tax positions		(8,362	)
Other liabilities		(2,878	)
Non-controlling interest		(20,705	)
Total allocated purchase price	$	659,871

        The non-controlling interest arising from the IRC Transaction is the result of IRC's indirect ownership of a 90% interest in the Labrador Nickel Royalty Limited Partnership ("LNRLP"), which owns 100% of the Voisey's Bay Net Smelter Return ("NSR") royalty. The owner of the remaining 10% interest in LNRLP is Altius Resources Inc. ("Altius"), a company unrelated to Royal Gold and IRC. Due to the legal structure of LNRLP and certain related factors, the Company determined that LNRLP should be fully consolidated. The fair value of the non-controlling interest was determined based on its proportionate share to the underlying assets and liabilities of the partnership.

        The Company's consolidated financial statements include the results of the IRC Transaction from the date of acquisition. The following unaudited pro forma information is presented as if the IRC Transaction had been completed as of the beginning of the periods presented. The pro forma results

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are not necessarily indicative of what would have been achieved had the IRC Transaction been in effect for the periods presented.

	Fiscal Years Ended June 30,
	2010			2009
	(in thousands)
Royalty revenues	$	152,716		$	113,259
Net income (loss) available to Royal Gold common stockholders	$	(434	)	$	29,248

        For the period February 22, 2010, through June 30, 2010, approximately $9.0 million of royalty revenue was recorded on the Company's consolidated statements of operations and comprehensive income related to royalties acquired in the IRC Transaction. Net income attributable to Royal Gold common stockholders included approximately $19.4 million in transaction costs and severance related payments related to the IRC Transaction.

4.     ROYALTY ACQUISITIONS

Andacollo

        On January 25, 2010, the Company acquired an interest in the gold produced from the sulfide portion of the Andacollo project in Chile from a Chilean subsidiary of Teck Resources Limited ("Teck"), Compañía Minera Teck Carmen de Andacollo. The purchase price for the Andacollo Royalty consisted of $217.9 million in cash and 1,204,136 of the Company's common shares. The cash portion of the purchase price was paid from the Company's cash on hand.

        The Andacollo Royalty acquisition has been accounted for as an asset acquisition. As such, the total purchase price of $273.0 million, which consisted of $217.9 million in cash, 1,204,136 shares of the Company's common stock (valued at $53.4 million on January 25, 2010) and approximately $1.7 million of transaction costs, is recorded as a development stage royalty, which is a component of Royalty interests in mineral properties, net on our consolidated balance sheets.

Barrick Royalty Portfolio

        Effective October 1, 2008, the Company completed an acquisition of royalties from Barrick Gold Corporation ("Barrick") for cash of approximately $181.3 million, including a restructuring of its GSR2, GSR3 and NVR1 royalties at Cortez, valued at $31.5 million, for net cash of approximately $150.0 million. As part of the royalty restructuring, the Company recognized a gain of $31.5 million during the fiscal quarter ended December 31, 2008. The cash portion of the purchase price was paid from the Company's cash on hand.

        The acquisition of Barrick's royalty portfolio has been accounted for as an asset acquisition. The total purchase price of $181.3 million, plus direct transaction costs of approximately $3.1 million, has been allocated to the acquired royalty interests according to their relative fair values and is recorded as separate components of Royalty interests in mineral properties, net on our consolidated balance sheets.

        The operating impacts of the royalty interests acquired from Barrick have been reflected in the financial results of Royal Gold from October 1, 2008.

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Marigold and El Chanate

        On February 20, 2008, we acquired three royalties from AngloGold Ashanti (U.S.A.) Exploration Inc. ("AngloGold'), a wholly-owned subsidiary of AngloGold Ashanti North America Inc., for $13.8 million. The first royalty is a 2.0% net smelter return ("NSR") royalty on the Marigold mine, located on the Battle Mountain-Eureka trend in Nevada, and operated by Goldcorp, Inc. ("Goldcorp"). The second royalty is a 2.0% to 4.0% sliding-scale NSR royalty on the El Chanate mine, located in Sonora, Mexico, and operated by Capital Gold, Inc. ("Capital Gold"). The sliding-scale NSR royalty is capped once payments of approximately $17.0 million have been received. The third royalty is a 10.0% net profits interest ("NPI") royalty, also on the El Chanate mine. The 10.0% NPI royalty at El Chanate is capped at $1.0 million.

        As of June 30, 2010, approximately $12.4 million remains under the $17.0 million sliding-scale NSR royalty cap. In March 2009, the Company received $1.0 million from Capital Gold as payment for the NPI royalty, and, as such, the cap has been reached and the royalty is no longer effective.

        The AngloGold transaction has been accounted for as a purchase of assets. The total purchase price of $13.8 million, less royalty amounts received for production prior to the purchase date of $0.2 million, plus direct transaction costs, has been allocated to the three acquired royalties according to their relative fair values, as separate components of Royalty Interests in Mineral Properties on our consolidated balance sheets. Accordingly, $7.5 million was allocated to the sliding-scale NSR royalty at El Chanate, $0.8 million was allocated to the NPI royalty at El Chanate, and $5.3 million was allocated to the Marigold royalty.

Battle Mountain Gold Exploration Corp.

        On July 30, 2007, we entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Battle Mountain Gold Exploration Corp. ("Battle Mountain") and Royal Battle Mountain, Inc. ("Merger Sub"), a newly-formed and wholly-owned subsidiary of Royal Gold, pursuant to which the Merger Sub was merged into Battle Mountain with Battle Mountain surviving as a wholly-owned subsidiary of Royal Gold.

        On October 24, 2007, we completed the merger pursuant to the Merger Agreement and acquired 100% of the issued and outstanding capital stock of Battle Mountain in a transaction whereby the Merger Sub was merged with and into Battle Mountain for aggregate consideration consisting of 1.14 million shares of our common stock and approximately $3.4 million in cash. As part of the acquisition of Battle Mountain, we acquired thirteen royalty interests in various stages of production, development or exploration.

        Immediately prior to the merger, Royal Gold owned approximately 18% of Battle Mountain's outstanding common stock and accounted for this ownership under the equity method, which resulted in the Company recognizing a loss from equity investment of approximately $0.5 million for the fiscal year ended June 30, 2008.

        The acquisition of Battle Mountain has been accounted for as an asset acquisition using the purchase method of accounting, whereby assets acquired and liabilities assumed were recorded at their fair market values as of the date of acquisition. The purchase price was calculated using the fair market value of the Royal Gold common shares issued, as of the date we completed the transaction, plus cash and direct acquisition costs paid by Royal Gold.

        During the fiscal year 2009, we finalized our accounting for the Battle Mountain acquisition. As such, we allocated the purchase price of approximately $65.8 million to the fair market values of the

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assets acquired and liabilities assumed, including $85.3 million to royalty interests in mineral properties, $2.2 million to current assets, $5.8 million to intangible assets (included within Other assets on our consolidated balance sheets), $3.9 million to deferred tax assets, $6.5 million to a gold loan payable, $24.4 million to deferred tax liabilities resulting from the acquisition and $0.5 million of other liabilities. The operating impact of the assets acquired from Battle Mountain have been reflected in the results of Royal Gold from October 24, 2007.

        The intangible asset included as part of the purchase price is associated with non-compete agreements with the two former employees of Battle Mountain. For fiscal years 2010 and 2009, the total amortization expense associated with the intangible asset was approximately $1.9 million. The remaining carrying value associated with the intangible asset is approximately $0.6 million as of June 30, 2010, which will be amortized over the first two quarters of our fiscal 2011.

5.     ROYALTY INTERESTS IN MINERAL PROPERTIES

        The following summarizes the Company's principal royalty interests in mineral properties as of June 30, 2010 and June 30, 2009.

As of June 30, 2010 (Amounts in thousands):		Cost		Accumulated Depletion			Net
Production stage royalty interests:
	Andacollo	$	272,998	$	(1,143	)	$	271,855
	Voisey's Bay		150,138		(2,052	)		148,086
	Peñasquito(1)		99,172		(2,162	)		97,010
	Las Cruces		57,230		(490	)		56,740
	Mulatos		48,092		(10,177	)		37,915
	Dolores		44,878		(2,278	)		42,600
	Taparko		33,570		(29,242	)		4,328
	Leeville		18,322		(10,764	)		7,558
	Robinson		17,825		(7,678	)		10,147
	Gwalia Deeps		15,970		(416	)		15,554
	Cortez		10,630		(9,499	)		1,131
	Other		149,085		(49,285	)		99,800
			917,910		(125,186	)		792,724
Development stage royalty interests:
	Pascua-Lama		315,610		—			315,610
	Canadian Malartic		35,500		—			35,500
	Wolverine		39,794		—			39,794
	Other		50,733		—			50,733
			441,637		—			441,637
Exploration stage royalty interests			233,622		—			233,622
Total royalty interests in mineral properties		$	1,593,169	$	(125,186	)	$	1,467,983

Note:

The cost amount shown for the royalties acquired as part of the IRC Transaction are preliminary. This includes Voisey's Bay, the additional interest at Pascua-Lama, Wolverine and certain royalties included within the Other category in the above table.

(1)

Includes the value for the oxide and sulfide circuits.

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As of June 30, 2009 (Amounts in thousands):		Cost		Accumulated Depletion			Net
Production stage royalty interests:
	Dolores	$	44,878	$	(607	)	$	44,271
	Mulatos		34,214		(5,618	)		28,596
	Taparko		33,570		(10,709	)		22,861
	Goldstrike		20,788		(10,247	)		10,541
	Leeville		18,322		(8,246	)		10,076
	Robinson		17,825		(6,238	)		11,587
	Siguiri		10,946		(3,659	)		7,287
	Cortez		10,630		(9,192	)		1,438
	Peñasquito (oxide circuit)		4,026		(591	)		3,435
	Other		66,678		(18,437	)		48,241
			261,877		(73,544	)		188,333
Development stage royalty interests:
	Peñasquito (sulfide circuit)		95,146		—			95,146
	Canadian Malartic		34,031		—			34,031
	Pascua-Lama		20,446		—			20,446
	Other		27,743		—			27,743
			177,366		—			177,366
Exploration stage royalty interests			90,267		—			90,267
Total royalty interests in mineral properties		$	529,510	$	(73,544	)	$	455,966

6.     DEBT

        The Company's current and non-current long-term debt as of June 30, 2010 and 2009 consists of the following:

	As of June 30, 2010 (Amounts in thousands)				As of June 30, 2009 (Amounts in thousands)
	Current		Non-current		Current		Non-current
Credit facility	$	—	$	125,000	$	—	$	—
Term loan		26,000		97,500		—		—
Chilean loan facility		—		—		—		19,250
Total debt	$	26,000	$	222,500	$	—	$	19,250

        Scheduled minimum debt repayments are $26.0 million in fiscal years 2011 and 2012, $71.5 million in fiscal year 2013 and $125.0 million in fiscal year 2014.

Credit Facility

        The Company maintains a $125 million revolving credit facility with HSBC Bank USA, National Association ("HSBC Bank") and Scotiabanc Inc. as lenders. The credit facility has a maturity date of October 30, 2013. Borrowings under the credit facility bear interest at a floating rate of LIBOR plus a spread ranging from 1.75% to 2.25%, based on the Company's leverage ratio, as defined in the credit facility agreement. As of June 30, 2010, the Company's floating rate of LIBOR plus the spread was

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2.70%. As of June 30, 2010, the Company had $125 million outstanding under the credit facility, which was due to the partial funding of the IRC Transaction as discussed in Note 3. The Company has financial covenants associated with its revolving credit facility, which are similar to the financial covenants of our Term Loan as discussed below. At June 30, 2010, the Company was in compliance with each financial covenant.

Term Loan

        In connection with the IRC Transaction described in Note 3, on January 20, 2010, we entered into an agreement to obtain a new $100 million term loan from HSBC Bank (the "Term Loan") to partially fund the IRC Transaction. The Term Loan was funded on February 17, 2010 in conjunction with the closing of the IRC Transaction. HSBC Securities (USA) Inc. acted as sole lead arranger for the Term Loan. The Term Loan was scheduled to mature 18 months from the funding date with principal repayments equal to 10% of the funded amount scheduled to occur every three months, beginning three months after funding, and with interest to accrue at LIBOR plus 2.25%. The Term Loan is guaranteed by three wholly-owned subsidiaries of Royal Gold (the "Guarantors"). The obligations under the Term Loan were secured by certain Canadian assets of Royal Gold that have been replaced with certain Chilean assets of Royal Gold as of July 19, 2010.

        On March 26, 2010, the Company amended the Term Loan with HSBC Bank and the Bank of Nova Scotia joined the Term Loan as a lender. The modifications to the Term Loan included, among other things: (1) an increase in the principal balance available under the Term Loan from $100 million to $130 million; (2) an extension of the final maturity date from 18 to 36 months from the initial funding date of February 17, 2010; 3) increases in the applicable LIBOR margin (currently set at 2.25%) by 0.50% every six months, commencing 18 months after the initial funding date until maturity; and (4) a reduction in the amortization rate from 10% of the initial funded amount per quarter to 5% of the fully funded principal amount per quarter. The additional Term Loan proceeds were used to redeem the 5.5% senior secured debentures assumed by the Company as part of the IRC Transaction.

        The Term Loan contains covenants limiting the ability of Royal Gold and its subsidiaries to, among other things, incur certain debt or liens, dispose of assets, enter into certain transactions with affiliates, make certain investments or consummate certain mergers, as well as a cross default provision to certain other permitted debt and royalty contracts. In addition, the Term Loan contains financial covenants relating to, among other things: (1) maintaining a leverage ratio (as defined) of 3.0 to 1.0 or less; (2) maintaining a minimum consolidated net worth (as defined) of not less than a base amount that increases according to cumulative positive quarterly net income available to Royal Gold common stockholders; (3) maintaining an interest coverage ratio (as defined) of greater than 3.0 to 1.0; and (4) maintaining a current ratio (as defined) for the periods ending March 31, 2010 and June 30, 2010 of at least 1.0 to 1.0, and for all times thereafter, of at least 1.5 to 1.0. At June 30, 2010, the Company was in compliance with each financial covenant. As of June 30, 2010, the Company's rate of LIBOR plus the margin was 2.68%.

Chilean Loan Facility

        Royal Gold Chile Limitada ("RGCL"), a wholly-owned subsidiary of Royal Gold, had a $19.25 million term loan outstanding bearing interest at LIBOR plus 0.25% pursuant to an Amended and Restated Term Loan Agreement (the "Amended and Restated Agreement") between RGCL and HSBC Bank. On September 23, 2009, RGCL prepaid the full $19.25 million outstanding, plus interest, under the Amended and Restated Agreement. In addition to prepaying all outstanding amounts, RGCL

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notified HSBC Bank of its intention to terminate the Amended and Restated Agreement. Termination of the Amended and Restated Agreement was effective September 24, 2009.

        To secure RGCL's obligations under the Amended and Restated Agreement, the Company maintained $19.25 million in a Collateral Account at HSBC Bank. The Collateral Account balance was recorded as Restricted cash—compensating balance on the Company's consolidated balance sheets. Upon the full prepayment and termination of the Amended and Restated Agreement, the Collateral Account was closed and the $19.25 million was reclassified to Cash and equivalents on the Company's consolidated balance sheets.

7.     STOCK-BASED COMPENSATION

        In November 2004, the Company adopted the Omnibus Long-Term Incentive Plan ("2004 Plan"). Under the 2004 Plan, 1,300,000 shares of common stock have been authorized for future grants to officers, directors, key employees and other persons. The 2004 Plan provides for the grant of stock options, unrestricted stock, restricted stock, dividend equivalent rights, SARs and cash awards. Any of these awards may, but need not, be made as performance incentives. Stock options granted under the 2004 Plan may be non-qualified stock options or incentive stock options.

        The Company recognized stock-based compensation expense as follows:

	For the Fiscal Years Ended June 30,
	2010		2009		2008
	(Amounts in thousands)
Stock options	$	733	$	782	$	1,252
Stock appreciation rights		520		200		—
Restricted stock		2,155		1,810		1,086
Performance stock		3,871		129		531
Total stock-based compensation expense	$	7,279	$	2,921	$	2,869

        Stock-based compensation expense is allocated among costs of operations, general and administrative, and exploration and business development in our consolidated statements of operations and comprehensive income as summarized below:

	For the Fiscal Years Ended June 30,
	2010		2009		2008
	(Amounts in thousands)
Stock-based compensation expense allocation:
Costs of operations	$	1,614	$	420	$	356
General and administrative		3,793		1,598		1,509
Exploration and business development		1,872		903		1,004
Total stock-based compensation expense	$	7,279	$	2,921	$	2,869

        As of June 30, 2010, there were 77,450 shares of common stock reserved for future issuance under our 2004 Plan.

Stock Options and Stock Appreciation Rights

        Stock option and SARs awards are granted with an exercise price equal to the closing market price of the Company's stock at the date of grant. Stock option and SARs awards granted to officers, key

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employees and other persons vest based on one to three years of continuous service. Stock option and SARs awards have 10 year contractual terms.

        To determine stock-based compensation expense for stock options and SARs, the fair value of each stock option and SAR is estimated on the date of grant using the Black-Scholes-Merton ("Black-Scholes") option pricing model for all periods presented. The Black-Scholes model requires key assumptions in order to determine fair value. Those key assumptions during our fiscal year 2010, 2009 and 2008 grants are noted in the following table:

	2010			2009			2008
Weighted-average expected volatility		47.5	%		44.5	%		47.8	%
Weighted-average expected life in years		5.6			5.3			5.0
Weighted-average dividend yield		0.68	%		0.92	%		0.91	%
Weighted-average risk free interest rate		2.4	%		2.5	%		3.9	%

        The Company's expected volatility is based on the historical volatility of the Company's stock over the expected option term. The Company's expected option term is determined by historical exercise patterns along with other known employee or company information at the time of grant. The risk free interest rate is based on the zero-coupon U.S. Treasury bond at the time of grant with a term approximate to the expected option term.

Stock Options

        A summary of stock option activity under the 2004 Plan for the fiscal year ended June 30, 2010, is presented below (amounts in thousands except share data).

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at July 1, 2009		558,690		$	22.59
Granted		21,060		$	53.00
Exercised		(242,820	)	$	21.37
Outstanding at June 30, 2010		336,930		$	25.36		5.6	$	7,732
Exercisable at June 30, 2010		283,204		$	22.74		5.1	$	7,153

        The weighted-average grant date fair value of options granted during the fiscal years ended June 30, 2010, 2009 and 2008, was $23.21, $12.28 and $12.82, respectively. The total intrinsic value of options exercised during the fiscal years ended June 30, 2010, 2009 and 2008, were $6.2 million, $1.2 million, and $2.5 million, respectively.

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        A summary of the status of the Company's non-vested stock options for the fiscal year ended June 30, 2010, is presented below:

	Number of Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2009		73,834		$	12.81
Granted		21,060		$	23.21
Vested		(41,168	)	$	12.97
Non-vested at June 30, 2010		53,726		$	16.76

        As of June 30, 2010, there was approximately $0.6 million of total unrecognized stock-based compensation expense related to non-vested stock options granted under our the 2004 Plan, which is expected to be recognized over a weighted-average period of 1.8 years.

SARs

        A summary of SARs activity under the 2004 Plan for the fiscal year ended June 30, 2010, is presented below (amounts in thousands except share data).

	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at July 1, 2009		50,500	$	30.96
Granted		51,640	$	53.00
Outstanding at June 30, 2010		102,140	$	42.10		8.9	$	861
Exercisable at June 30, 2010		24,833	$	30.96		8.4	$	423

        The weighted-average grant date fair value of SARs granted during the fiscal years ended June 30, 2010 and 2009 was $22.94 and $12.28, respectively.

        A summary of the status of the Company's non-vested SARs for the fiscal year ended June 30, 2010, is presented below:

	Number of Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2009		50,500		$	12.31
Granted		51,640		$	22.94
Vested		(24,833	)	$	30.96
Non-vested at June 30, 2010		77,307		$	19.41

        As of June 30, 2010, there was approximately $1.1 million of total unrecognized stock-based compensation expense related to non-vested SARs granted under the 2004 Plan, which is expected to be recognized over a weighted-average period of 2.1 years.

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Other Stock-based Compensation

Performance Shares

        On November 18, 2009, officers and certain employees were granted 53,000 shares of restricted common stock that can be earned only if either one of two defined multi-year performance goals is met within five years of the date of grant ("Performance Shares"). If the performance goals are not earned by the end of this five year period, the Performance Shares will be forfeited. Vesting of Performance Shares is subject to certain performance measures being met and can be based on an interim earn out of 25%, 50%, 75% or 100%. The defined performance goals are tied to two different performance measures: (1) growth of free cash flow per share on a trailing twelve month basis; and (2) growth of royalty ounces in reserve per share on an annual basis.

        We measure the fair value of the Performance Shares based upon the market price of our common stock as of the date of grant. In accordance with ASC 718, the measurement date for the Performance Shares will be determined at such time that the performance goals are attained or that it is probable they will be attained. At such time that it is probable that a performance condition will be achieved, compensation expense will be measured by the number of shares that will ultimately be earned based on the grant date market price of our common stock. Interim recognition of compensation expense will be made at such time as management can reasonably estimate the number of shares that will be earned.

        A summary of the status of the Company's non-vested Performance Shares for the fiscal year ended June 30, 2010, is presented below:

	Number of Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2009		101,250		$	30.22
Granted		53,000		$	53.00
Vested		(31,875	)	$	29.88
Non-vested at June 30, 2010		122,375		$	41.24

        As of June 30, 2010, total unrecognized stock-based compensation expense related to Performance Shares was approximately $1.5 million, which is expected to be recognized over the average remaining vesting period of 2.7 years.

Restricted Stock

        As defined in the 2004 Plan, officers, non-executive directors and certain employees may be granted shares of restricted stock that vest on continued service alone ("Restricted Stock"). On November 18, 2009, officers and certain employees were granted 48,000 shares of Restricted Stock. Restricted Stock awards granted to officers and certain employees vest over three years beginning after a three-year holding period from the date of grant with one-third of the shares vesting in years four, five and six, respectively. Also on November 18, 2009, our non-executive directors were granted 12,000 shares of Restricted Stock. The non-executive directors' shares of Restricted Stock vest as to 50% immediately and 50% one year after the date of grant.

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        Shares of Restricted Stock represent issued and outstanding shares of common stock, with dividend and voting rights. We measure the fair value of the Restricted Stock based upon the market price of our common stock as of the date of grant. Restricted Stock is amortized over the applicable vesting period using the straight-line method. Unvested shares of Restricted Stock are subject to forfeiture upon termination of employment with the Company.

        A summary of the status of the Company's non-vested Restricted Stock for fiscal year ended June 30, 2010, is presented below:

	Number of Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2009		260,584		$	28.25
Granted		60,000		$	53.00
Vested		(48,835	)	$	29.57
Non-vested at June 30, 2010		271,749		$	33.48

        As of June 30, 2010, total unrecognized stock-based compensation expense related to Restricted Stock was approximately $5.8 million, which is expected to be recognized over the weighted-average vesting period of 4.2 years.

8.     ROYALTY PORTFOLIO RESTRUCTURING GAIN

        As part of the royalty restructuring as part of the Barrick acquisition, which is discussed in Note 4, the Company recognized a gain of $31.5 million during the fiscal quarter ended December 31, 2008. The restructured royalties were a nonmonetary exchange and the fair value of the restructured royalties was determined based on expected future cash flows. The Company's basis in the restructured royalties was zero thus giving rise to the $31.5 million gain.

        In May 2009, Golden Star Resources Ltd. ("Golden Star") exercised its right of repurchase on the Benso 1.5% NSR royalty held by the Company for $3.4 million. The Company acquired the Benso royalty in December 2007 for approximately $1.9 million. The Company's net book value for the Benso royalty on the date of exercise by Golden Star was approximately $1.2 million. As such, the Company recognized a gain of approximately $2.2 million upon exercise.

9.     STOCKHOLDERS' EQUITY

Preferred Stock

        We have 10,000,000 authorized and unissued shares of $.01 par value Preferred Stock as of June 30, 2010 and 2009.

Mandatory Convertible Preferred Stock

        On November 9, 2007, the Company completed an offering of 1.15 million shares of 7.25% mandatory convertible preferred stock ("Mandatory Preferred Stock") at a price to the public of $100.00 per share, less underwriter discounts and other related expenses, resulting in net proceeds of $111.1 million. Dividends on the Mandatory Preferred Stock were payable on a cumulative basis when, as and if declared by our board of directors at an annual rate of 7.25% per share on the liquidation preference of $100 per share. Dividends were payable, at the Company's discretion, in cash, common

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stock or a combination thereof, on February 15, May 15, August 15 and November 15 of each year to and including November 15, 2010, commencing on February 15, 2008. On January 10, 2008, the Company's board of directors declared the regular quarterly dividend for the first dividend period of $1.9333 per share of the Mandatory Preferred Stock. The dividend was payable on February 15, 2008, to preferred stockholders of record at the close of business on February 1, 2008. The preferred dividend was paid in cash.

        On January 25, 2008, the Company announced that it exercised its provisional conversion right for all of the issued and outstanding shares of its Mandatory Preferred Stock. As part of the provisional conversion right, each share of the Mandatory Preferred Stock was converted into shares of our common stock on March 10, 2008 (the "Conversion Date"), based on the average closing price per common share on the Nasdaq Global Select Market ("NASDAQ") over a 20 consecutive trading day period, which ended on March 5, 2008, as provided in the Certificate of Designations of the Mandatory Preferred Stock. The average closing price over the 20 consecutive trading day period was $29.78 and each outstanding share of Mandatory Preferred Stock was automatically converted into 3.4589 shares of the Company's common stock on the Conversion Date. The Company issued 3,977,683 shares of its common stock upon conversion of the Mandatory Preferred Stock on the Conversion Date.

        In connection with the conversion, all accrued and unpaid dividends on the Mandatory Preferred Stock up to the Conversion Date were payable at $0.5035 per share of Mandatory Preferred Stock and were paid in cash to holders of record on the Conversion Date. Trading of the Mandatory Preferred Stock on the NASDAQ was suspended at the close of business on March 5, 2008, and the Mandatory Preferred Stock was delisted on March 24, 2008. The Company applied a contingent beneficial conversion feature model to account for the provisional conversion of the Mandatory Preferred Stock during its third fiscal quarter of 2008, which resulted in the Company recognizing a deemed dividend of $2.0 million for the three and nine months ended March 31, 2008. There were no tax consequences to the Company upon conversion of the Mandatory Preferred Stock.

Common Stock Issuances

Fiscal Year 2010

        During the fiscal year ended June 30, 2010, options to purchase 242,820 shares were exercised, resulting in proceeds of approximately $1.6 million.

        In June 2010, we sold 5,980,000 shares of our common stock in an underwritten public offering that closed on June 28, 2010. The offering was priced at $48.50, and proceeds from the offering, net of commission and expenses, was approximately $276.2 million. The Company intends to use the net proceeds from the offering for general corporate purposes and to fund acquisitions of additional royalty interests, including the acquisition of the gold stream on the Mt. Milligan Project as discussed in Note 18.

Fiscal Year 2009

        In April 2009, we sold 6,500,000 shares of our common stock in an underwritten public offering that closed on April 14, 2009. The offering was priced at $38.00 per share, and proceeds from the offering, net of commission and expenses, was approximately $235.0 million. The net proceeds from the offering were primarily used for general corporate purposes and to pay the cash component of the Andacollo Royalty acquisition, as discussed in Note 4.

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Exchangeable Shares

        In connection with the IRC Transaction discussed in Note 3, certain holders of IRC common stock received exchangeable shares of RG Exchangeco for each share of IRC common stock held. The exchangeable shares are convertible at any time, at the option of the holder, into shares of Royal Gold common stock on a one-for-one basis, and entitle holders to dividends and other rights economically equivalent to holders of Royal Gold common stock.

Treasury Stock

        On January 25, 2008, the Company announced that its board of directors authorized the repurchase of up to $30.0 million of its common stock in the open market through March 31, 2008. The timing and number of shares repurchased through March 31, 2008, depended on market conditions and other corporate considerations. As of March 31, 2008, the Company repurchased 196,986 common shares, at an average price of $28.00 per common share, for a total cost of approximately $5.5 million. The common share repurchases were funded through cash and cash equivalents. The total cost to reacquire the 196,986 common shares was included in Treasury Stock on the Company's consolidated balance sheets as of March 31, 2008. The repurchase program, pursuant to the January 25, 2008 announcement, ended on March 31, 2008.

        On April 2, 2008, the Company retired the 196,986 common shares repurchased pursuant to the January 25, 2008 repurchase announcement. The 196,986 common shares retired have been returned to the Company's authorized but unissued amount of common stock. Also, on June 20, 2008, the Company retired the remaining 229,224 common shares included in treasury stock. The 229,224 common shares retired have been returned to the Company's authorized but unissued amount of common stock. As of June 30, 2010, the Company has 96,675 common shares included in treasury stock which are carried at cost.

Stockholders' Rights Plan

        On September 10, 2007, the Company amended and restated its Rights Agreement, dated September 10, 1997 (the "Existing Agreement") pursuant to the First Amended and Restated Rights Agreement, dated September 10, 2007 (the "Amended Agreement"). The Amended Agreement extends the Final Expiration Date from September 10, 2007 to September 10, 2017. The Amended Agreement was approved by the Company's board of directors (the "Board").

        The Amended Agreement, like the Existing Agreement, is intended to deter coercive or abusive tender offers and market accumulations. The Amended Agreement is designed to encourage an acquirer to negotiate with the Board and to enhance the Board's ability to act in the best interests of all the Company's stockholders.

        Under the Amended Agreement, each stockholder of the Company holds one preferred stock purchase right (a "Right") for each share of Company common stock held. The Rights generally become exercisable only in the event that an acquiring party accumulates 15 percent or more of the Company's outstanding shares of common stock. If this were to occur, subject to certain exceptions, each Right (except for the Rights held by the acquiring party) would allow its holders to purchase one one-thousandth of a newly issued share of Series A junior participating preferred stock of Royal Gold or the Company's common stock with a value equal to twice the exercise price of the Right, initially set at $175 under the terms and conditions set forth in the Amended Agreement.

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10.   EARNINGS PER SHARE ("EPS")

        Basic earnings per common share were computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share include the additional dilutive effect of our potentially dilutive securities, which include stock options, SARs, restricted stock and performance stock. The dilutive effects of our potentially dilutive securities are calculated using the treasury stock method.

	Fiscal Years Ended June 30,
	2010		2009		2008
	(in thousands, except share data)
Net income available to Royal Gold common stockholders	$	21,492	$	38,348	$	19,255
Weighted-average shares for basic EPS		43,640,414		35,337,133		31,054,725
Effect of other dilutive securities		340,403		451,943		335,568
Weighted-average shares for diluted EPS		43,980,817		35,789,076		31,390,293
Basic earnings per share	$	0.49	$	1.09	$	0.62
Diluted earnings per share	$	0.49	$	1.07	$	0.61

        For the fiscal years ended June 30, 2010, 2009 and 2008, 72,700, nil and 1,600 stock-based compensation awards were excluded from the computation of diluted EPS as the result would be anti-dilutive.

        Our calculation of weighted average shares includes all of our outstanding stock: common stock and exchangeable shares. Exchangeable shares are the equivalent of common shares in that they have the same dividend rights, share equitably in undistributed earnings and are exchangeable at anytime on a one-for-one basis for shares of our common stock at the holder's option. See Note 9 for a further discussion of the exchangeable shares.

11.   INCOME TAXES

        For financial reporting purposes, income before income taxes includes the following components:

	Fiscal Years Ended June 30,
	2010			2009			2008
	(Amounts in thousands)
United States	$	55,623		$	65,848		$	38,284
Foreign		(12,037	)		(2,634	)		(289	)
	$	43,586		$	63,214		$	37,995

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        The Company's Income tax expense consisted of:

	Fiscal Years Ended June 30,
	2010			2009			2008
	(Amounts in thousands)
Current:
Federal	$	20,299		$	23,625		$	11,726
State		219			402			210
Foreign		1,182			—			—
	$	21,700		$	24,027		$	11,936
Deferred and others:
Federal	$	(1,304	)	$	(2,396	)	$	25
State		(114	)		27			—
Foreign		(6,118	)		199			89
	$	(7,536	)	$	(2,170	)	$	114
Total income tax expense	$	14,164		$	21,857		$	12,050

        The provision for income taxes for the fiscal years ended June 30, 2010, 2009 and 2008, differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income (net of minority interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences:

	Fiscal Years Ended June 30,
	2010			2009			2008
	(Amounts in thousands)
Total expense computed by applying federal rates	$	15,255		$	22,125		$	13,298
State and Provincial income taxes, net of federal benefit		189			288			128
Adjustments of valuation allowance		(231	)		783			147
Excess depletion		(1,642	)		(1,074	)		(1,294	)
Acquisition related costs		1,364			—			—
Estimates for uncertain tax positions		2,898			—			—
Statutory tax attributable to Non-controlling interest		(2,775	)		(1,053	)		(665	)
Other		(894	)		788			436
	$	14,164		$	21,857		$	12,050

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        The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities at June 30, 2010 and 2009, are as follows:

	2010			2009
	(Amounts in thousands)
Deferred tax assets:
Stock-based compensation	$	3,267		$	2,205
Net operating losses		28,009			7,261
Other		3,828			349
Total deferred tax assets		35,104			9,815
Valuation allowance		(2,280	)		(982	)
Net deferred tax assets		32,824			8,833
Deferred tax liabilities:
Mineral property basis		(180,323	)		(31,690	)
Unrealized Foreign Exchange Gains		(3,384	)		—
Other		(1,568	)		(397	)
Total deferred tax liabilities		(185,275	)		(32,087	)
Total net deferred taxes	$	(152,451	)	$	(23,254	)

        The Company reviews the measurement of its deferred tax assets at each balance sheet date. All available evidence, both positive and negative, is considered in determining whether, based upon the weight of the evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of June 30, 2010 and 2009, the Company had $2.3 million and $1.0 million of valuation allowances recorded, respectively. The valuation allowance increased $1.5 million during the year as a result of the acquisition of IRC tax attributes, which did not have an effect on the overall tax rate. The increase was offset by the reversal of $0.2 million of the valuation allowance previously recorded that did have an effect on the tax rate. The valuation allowance remaining at June 30, 2010 primarily is attributable to non-U.S. subsidiaries tax loss carry forwards.

        At June 30, 2010 and 2009, the Company had $110 million and $27 million of net operating loss carry forwards, respectively. The increase in the net operating loss carry forwards is attributable to (i) non-U.S. subsidiaries accounting losses of $23 million incurred during the year, (ii) non-U.S. subsidiaries accelerated tax deductions of $30 million for the year which have an offsetting deferred tax liability recorded, and (iii) an increase of $30 million for losses of IRC entities acquired that did not have an effect on the overall tax rate. The majority of the tax loss carry forwards are in jurisdictions that allow a twenty year carry forward period. As a result, these losses do not begin to expire until the 2025 tax year.

        The Company adopted the provisions of ASC 740 for accounting for uncertain income tax positions on July 1, 2007, with no impact on its financial statements. As of June 30, 2010 and 2009, the Company had $11.9 million and $0.6 million of total gross unrecognized tax benefits, respectively. The increase in gross unrecognized tax benefits was primarily related to tax positions of IRC entities taken prior to or upon the acquisition by the Company. If recognized, these unrecognized tax benefits would

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impact the Company's effective income tax rate. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	2010		2009		2008
	(Amounts in thousands)
Total gross unrecognized tax benefits at beginning of year	$	614	$	410	$	—
Additions / Reductions for tax positions of prior years		144		28
Additions / Reductions for tax positions of current year		11,116		176		410
Reductions due to settlements with taxing authorities		—		—		—
Reductions due to lapse of statute of limitations		—		—		—
Total amount of gross unrecognized tax benefits at end of year	$	11,874	$	614	$	410

        The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal, state and local, and non-U.S. income tax examinations by tax authorities for fiscal years before 2007. As a result of (i) statute of limitations that will begin to expire within the next 12 months in various jurisdictions, and (ii) possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease between $0 and $0.5 million in the next 12 months.

        The Company's continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At June 30, 2010 and 2009, the amount of accrued income-tax-related interest and penalties was $0.6 million and $0.1 million, respectively. This amount is included in the liability for unrecognized tax benefits and is reflected in Other long-term liabilities on the Company's consolidated balance sheets.

12.   SUPPLEMENTAL CASH FLOW INFORMATION

        The Company's supplemental cash flow information for the fiscal years ending June 30, 2010, 2009 and 2008 is as follows:

		2010			2009		2008
		(Amounts in thousands)
Cash paid during the period for:
	Interest	$	1,815		$	391	$	720
	Income taxes, net of refunds	$	16,630		$	23,303	$	13,292
Non-cash investing and financing activities:
	Dividends declared	$	16,339		$	11,117	$	11,571
	Acquisition of IRC (with common stock and exchangeable shares)	$	308,882		$	—	$	—
	Acquisition of royalty interests in mineral properties (with common stock)	$	53,428		$	—	$	35,832
	In-kind distribution to CVP partners	$	6,125		$	—	$	—
	Treasury stock	$	(3,557	)	$	—	$	—
	Conversion of preferred stock to common stock	$	—		$	—	$	116,946

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13.   FAIR VALUE MEASUREMENTS

        ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1: Quoted prices for identical instruments in active markets;

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3: Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

        The following table sets forth the Company's financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.

		Fair Value at June 30, 2010
		Total		Level 1		Level 2		Level 3
		(In thousands)
Assets:
	Money market investments(1)	$	284	$	284	$	—	$	—
	Marketable equity securities(2)		185		185		—		—
		$	469	$	469	$	—	$	—

(1)

Included in Cash and equivalents in the Company's consolidated balance sheets.

(2)

Included in Other assets in the Company's consolidated balance sheets.

        The carrying amount of our long-term debt (including the current portion) approximates fair value as of June 30, 2010.

        The Company invests in money market funds, which are traded by dealers or brokers in active over-the-counter markets. The Company's money market funds, which are invested in United States treasury bills or United States treasury backed securities, are classified within Level 1 of the fair value hierarchy.

        As of June 30, 2010, the Company also had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with royalty interests in mineral properties, intangible assets and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition are applicable if any of these assets are determined to be impaired; however, no triggering events have occurred relative to any of these assets during the twelve months ended June 30, 2010. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.

91

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14.   MAJOR SOURCES OF REVENUE

        In each of fiscal years 2010, 2009 and 2008, we recognized approximately $30.6 million, $22.2 million and $27.7 million, respectively, of our total royalty revenue from the same operator, Barrick, but not from the same mine.

15.   COMMITMENTS AND CONTINGENCIES

Voisey's Bay

        On February 22, 2010, as part of the IRC Transaction discussed in Note 3, we acquired a royalty on the Voisey's Bay Mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited ("VNL"). The royalty is owned by the LNRLP, in which the Company's wholly-owned indirect subsidiary, Canadian Minerals Partnership, is the general partner and 89.99% owner. The remaining interests in LNRLP are owned by Altius (10%), a company unrelated to Royal Gold and IRC, and the Company's wholly-owned indirect subsidiary, Voisey's Bay Holding Corporation (0.01%).

        On October 16, 2009, LNRLP filed a claim in the Supreme Court of Newfoundland and Labrador Trial Division against Vale Inco Limited ("Vale Inco") and its wholly owned subsidiaries, Vale Inco Atlantic Sales Limited ("VIASL") and VNL, related to calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey's Bay Mine to Vale Inco. The claim asserts that Vale Inco is incorrectly calculating the NSR. The claim asserts that Vale Inco is incorrectly calculating the NSR and requests an order in respect of the correct calculation of future payments. The claim also requests specific damages for underpayment of past royalties to the date of the claim in an amount not less than $29 million, together with additional damages until the date of trial, interest, costs and other damages. The litigation is in the discovery phase and was not valued as part of the purchase price allocation discussed in Note 3 as the outcome cannot be reasonably estimated.

Holt

        On October 1, 2008, as part of the Company's acquisition of a portfolio of royalties from Barrick, we acquired a royalty on the Holt portion of the development stage Holloway-Holt mining project in Ontario, Canada, owned by St Andrew Goldfields Ltd. ("St Andrew"). St Andrew succeeded Newmont Canada Corporation ("Newmont Canada") as owner of the Holloway-Holt mining project in November 2006. By virtue of the Company's acquisition of Barrick's royalty portfolio, RGLD Gold Canada, Inc. ("RGLD Gold") succeeded Barrick as the royalty payee under the royalty agreement.

        On or about November 3, 2008, St Andrew filed an action in the Ontario Superior Court of Justice (the "Court") seeking, among other things, declarations by the Court that St Andrew's obligation in respect of the royalty is limited to only a portion of the total royalty payable, and that any additional royalty obligations under the royalty agreement remain the responsibility of Newmont Canada. Newmont Canada responded that St Andrew is responsible for all royalty obligations under the royalty agreement.

        Royal Gold and RGLD Gold (collectively "Royal Gold") and Barrick were joined as necessary parties to the litigation in January 2009. On July 23, 2009, the Court held that Royal Gold is entitled to payment from Newmont Canada of the full amount of the sliding-scale NSR royalty on gold produced from the Holt mine. The Court also held that St Andrew's sole obligation is to reimburse Newmont Canada for payment of the royalty up to a flat rate of 0.013% of the net smelter returns for gold, silver and other metals. On August 21, 2009, Newmont Canada appealed the Court's decision to the Court of Appeal of Ontario and on December 9, 2009, made Royal Gold a party to the appeal.

92

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Holt royalty is currently classified as a development stage royalty interest and the Company does not currently receive revenue from the royalty.

16.   RELATED PARTY

        CVP was formed as a limited partnership in April 1992. It owns a 1.25% net value royalty ("NVR1") on production of minerals from a portion of Cortez. Denver Mining Finance Company ("DMFC"), our wholly-owned subsidiary, is the general partner and holds a 2.0% interest in CVP. In addition, Royal Gold holds a 29.6% limited partner interest in the partnership, while our Chairman of the Board of Directors, the Chairman of our Audit Committee and one other member of our board of directors hold an aggregate 35.56% limited partner interest. The general partner performs administrative services for CVP in receiving and processing the royalty payments from the operator, including the disbursement of royalty payments and record keeping for in-kind distributions to the limited partners, which includes certain directors and our Chairman.

        CVP receives its royalty from the Cortez Joint Venture in-kind. The Company, as well as certain other limited partners, sell their pro-rata shares of such gold immediately and receive distributions in cash, while CVP holds gold for certain other limited partners. Such gold inventories, which totaled 18,067 and 24,977 ounces of gold as of June 30, 2010 and 2009, respectively, are held by a third party refinery in Utah for the account of the limited partners of CVP. The inventories are carried at historical cost and are classified within Other assets on the Company's consolidated balance sheets. The carrying value of the gold in inventory was approximately $8.7 million and $10.6 million as of June 30, 2010 and 2009, respectively, while the fair value of such ounces was approximately $22.5 million and $23.3 million as of June 30, 2010 and 2009, respectively. None of the gold currently held in inventory as of June 30, 2010 and 2009, is attributed to Royal Gold, as the gold allocated to Royal Gold's CVP partnership interest is typically sold within five days of receipt.

17.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The following is a summary of selected quarterly financial information (unaudited):

		Royalty revenues		Operating income (loss)			Net income (loss) available to Royal Gold Common Stockholders			Basic earnings per share			Diluted earnings per share
		(Amounts in thousands except per share data)
Fiscal year 2010 quarter-ended:
	September 30	$	26,113	$	10,754		$	7,126		$	0.18		$	0.17
	December 31		34,740		15,201			9,615			0.24			0.23
	March 31		35,043		(1,231	)		(5,754	)		(0.13	)		(0.13	)
	June 30		40,669		16,311			10,505			0.21			0.21
		$	136,565	$	41,035		$	21,492		$	0.49		$	0.49
Fiscal year 2009 quarter-ended:
	September 30	$	16,079	$	8,464		$	5,749		$	0.17		$	0.17
	December 31		14,622		2,387			21,397			0.63			0.62
	March 31		20,797		7,139			4,142			0.12			0.12
	June 30		22,273		9,302			7,060			0.18			0.16
		$	73,771	$	27,292		$	38,348		$	1.09		$	1.07

93

ROYAL GOLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18.   SUBSEQUENT EVENTS

Proposed Acquisition of Gold Stream on the Mt. Milligan Project

        On July 15, 2010, Royal Gold entered into a letter agreement (the "Letter Agreement") pursuant to which it agreed to acquire 25% of the payable gold produced from the Mt. Milligan copper-gold project in British Columbia from Thompson Creek Metals Company Inc. or its affiliate ("Thompson Creek") concurrent with the closing of Thompson Creek's proposed acquisition (the "Acquisition") of Terrane Metals Corp. ("Terrane"). The terms and conditions under which Royal Gold will acquire the payable gold are contained in a Purchase and Sale Agreement (the "Purchase and Sale Agreement") among Royal Gold, Thompson Creek and a subsidiary of each entity to be identified prior to the closing of the Acquisition. The obligation of Royal Gold and Thompson Creek to enter into the Purchase and Sale Agreement is subject to certain customary conditions set forth in the Letter Agreement. Under the Letter Agreement, Thompson Creek and Royal Gold have each agreed to an exclusivity arrangement with the other party in respect to certain alternative gold-related financing transactions in connection with the Mt. Milligan project until the closing of the Acquisition or earlier termination of the Letter Agreement in accordance with its terms. The Letter Agreement also contains representations and warranties and covenants in respect of Royal Gold and Thompson Creek.

        The Acquisition has been unanimously approved by the boards of directors of both Thompson Creek and Terrane. Goldcorp, which owns 52% of Terrane's fully diluted shares (including preference shares), has agreed to convert its preference shares into common shares and vote in favor of the Acquisition. Completion of the Acquisition is subject to, among other things, the favorable vote of 66²/3 of the Terrane equity shareholders at a special meeting called to approve the Acquisition, which is expected to occur in September 2010.

Acquisition of Additional Royalty Interests at Pascua-Lama

        On July 1, 2010, the Company entered into two separate assignment of rights agreements with two private Chilean citizens whereby Royal Gold acquired the right to acquire an additional 0.75% NSR sliding-scale royalty on the Pascua-Lama project, which is owned and operated by Barrick and located on the border between Argentina and Chile, for a purchase price of $53 million. Of this amount, $25 million has been paid to immediately acquire an additional 0.35% royalty interest. A deferred payment of $28 million is expected to be made on or before October 29, 2010, to acquire the remaining 0.40% royalty interest. In addition, on April 23, 2010, Royal Gold entered into an immaterial assignment of rights agreement with another private Chilean citizen whereby Royal Gold acquired an additional 0.25% NSR on the project for a purchase price of $15 million. Once the deferred closings occur, Royal Gold's total gold royalty interest in the Pascua-Lama project will increase to 5.23% NSR, at gold prices above $800 per ounce. Pursuant to the assignment of rights agreements, Royal Gold also acquired a 0.20% fixed-rate copper royalty that takes effect after January 1, 2017, increasing Royal Gold's copper royalty interest in the Pascua-Lama project to 1.05%.

94

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

        As of June 30, 2010, the Company's management, with the participation of the President and Chief Executive Officer and Chief Financial Officer and Treasurer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on such evaluation, the Company's President and Chief Executive Officer and its Chief Financial Officer and Treasurer have concluded that, as of June 30, 2010, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that such information is accumulated and communicated to the Company's management, including the President and Chief Executive Officer and its Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

        Disclosure controls and procedures involve human diligence and compliance and are subject to lapses in judgment and breakdowns resulting from human failures. As a result, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management's Report on Internal Control over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

        Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on management's assessment and those criteria, management concluded that, as of June 30, 2010, our internal control over financial reporting is effective.

        Our management, including our President and Chief Executive Officer and Chief Financial Officer and Treasurer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

95

        PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, audited the financial statements included in this Annual Report on Form 10-K, and the effectiveness of the Company's internal control over financial reporting as of June 30, 2010, as stated in their report, which is included herein.

Changes in Internal Control over Financial Reporting

        There was no change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our fourth fiscal quarter ended June 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

        None.

96

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        The information required by this item is included in the Company's Proxy Statement for its 2010 Annual Stockholders Meeting to be filed with the SEC within 120 days after June 30, 2010, and is incorporated by reference in this Annual Report on Form 10-K.

        The Company's Code of Business Conduct and Ethics within the meaning of Item 406 of Regulation S-K adopted by the SEC under the Exchange Act that applies to our principal executive officer and principal financial officer is available on the Company's website at www.royalgold.com and in print without charge to any stockholder who requests a copy. Requests for copies should be directed to Royal Gold, Inc., Attention Karen Gross, 1660 Wynkoop Street, Suite 1000, Denver, Colorado, 80202. The Company intends to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, a provision of the Company's Code of Business Conduct and Ethics by posting such information on the Company's website.

ITEM 11.    EXECUTIVE COMPENSATION

        The information required by this item is included in the Company's Proxy Statement for its 2010 Annual Stockholders Meeting to be filed with the SEC within 120 days after June 30, 2010, and is incorporated by reference in this Annual Report on Form 10-K.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information required by this item is included in the Company's Proxy Statement for its 2010 Annual Stockholders Meeting to be filed with the SEC within 120 days after June 30, 2010, and is incorporated by reference in this Annual Report on Form 10-K.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

        The information required by this item is included in the Company's Proxy Statement for its 2010 Annual Stockholders Meeting to be filed with the SEC within 120 days after June 30, 2010, and is incorporated by reference in this Annual Report on Form 10-K.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The information required by this item is included in the Company's Proxy Statement for its 2010 Annual Stockholders Meeting to be filed with the SEC within 120 days after June 30, 2010, and is incorporated by reference in this Annual Report on Form 10-K.

97

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)   Financial Statements

        The Consolidated Financial Statements, together with the report thereon of PricewaterhouseCoopers LLP dated August 26, 2010, are included as part of Item 8, Financial Statements and Supplementary Data, commencing on page 63 above.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		64
Consolidated Balance Sheets		65
Consolidated Statements of Operations and Comprehensive Income		66
Consolidated Statements of Changes in Equity		67
Consolidated Statements of Cash Flows		68
Notes to Consolidated Financial Statements		69

(b)   Exhibits

        Reference is made to the Exhibit Index beginning on page 100 hereof.

98

SIGNATURES

        Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROYAL GOLD, INC.
Date: August 26, 2010	By:	/s/ TONY JENSEN Tony Jensen President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: August 26, 2010	By:	/s/ TONY JENSEN Tony Jensen President, Chief Executive Officer and Director
Date: August 26, 2010	By:	/s/ STEFAN L. WENGER Stefan Wenger Chief Financial Officer and Treasurer
Date: August 26, 2010	By:	/s/ STANLEY DEMPSEY Stanley Dempsey Chairman
Date: August 26, 2010	By:	/s/ M. CRAIG HAASE M. Craig Haase Director
Date: August 26, 2010	By:	/s/ WILLIAM M. HAYES William M. Hayes Director
Date: August 26, 2010	By:	/s/ S. ODEN HOWELL, JR. S. Oden Howell, Jr. Director
Date: August 26, 2010	By:	/s/ JAMES W. STUCKERT James W. Stuckert Director
Date: August 26, 2010	By:	/s/ DONALD J. WORTH Donald J. Worth Director

99

Exhibit Index

Exhibit Number			Description
	2.1		Amended and Restated Agreement and Plan of Merger, dated July 30, 2007, among Battle Mountain Gold Exploration Corp., Royal Gold, Inc. and Royal Battle Mountain, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K on August 2, 2007 and incorporated herein by reference)
	2.2		Amended and Restated Arrangement Agreement, dated January 15, 2010, among Royal Gold, Inc., RG Exchangeco Inc. (formerly, 7296355 Canada Ltd.) and International Royalty Corporation (filed as Exhibit 2.1 to the Company's Current Report of Form 8-K on January 22, 2010 and incorporated herein by reference)
	3.1		Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company's Quarterly Report on February 8, 2008 and incorporated herein by reference)
	3.2		Amended and Restated Bylaws, as amended (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q on May 1, 2008 and incorporated herein by reference)
	3.3		Amended and Restated Certificate of Designations of Series A Junior Participating Preferred Stock of Royal Gold, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on September 10, 2007 and incorporated herein by reference)
	3.4		Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock of Royal Gold, Inc. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K on February 23, 2010 and incorporated herein by reference)
	4.1		First Amended and Restated Rights Agreement dated September 10, 2007 between Royal Gold, Inc. and Computershare Trust Company, N.A. (filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A on September 10, 2007 and incorporated herein by reference)
	4.2		Stockholder Agreement dated April 3, 2009 by and among Royal Gold, Inc., Compañía Minera Carmen de Andacollo and Teck Cominco Limited (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 6, 2009 and incorporated herein by reference)
	4.3		Amendment No. 1 to the Stockholder Agreement, dated January 12, 2010 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K on January 15, 2010 and incorporated herein by reference)
	4.4		Appendix I to Schedule B of the Amended and Restated Arrangement Agreement, dated January 15, 2010, among Royal Gold, Inc., RG Exchangeco Inc. (formerly, 7296355 Canada Ltd.) and International Royalty Corporation (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K on January 22, 2010 and incorporated herein by reference)
	10.1	**	Equity Incentive Plan (filed as part of the Company's proxy statement for its 1996 Annual Meeting of Stockholders on November 25, 1996 and incorporated herein by reference)
	10.2		Exploration and Development Option Agreement between Placer Dome United States, Inc. and Royal Gold, Inc. dated effective July 1, 1998 (filed as Exhibit 10(v) to the Company's Annual Report on Form 10-K on September 28, 1998 and incorporated herein by reference)
	10.3		Royalty Agreement between Royal Gold, Inc. and the Cortez Joint Venture dated April 1, 1999 (filed as part of Item 5 of the Company's Current Report on Form 8-K on April 12, 1999 and incorporated herein by reference)

100

Exhibit Number			Description
	10.4		Firm offer to purchase royalty interest of "Idaho Group" between Royal Gold, Inc. and Idaho Group dated July 22, 1999 (filed as Attachment A to the Company's Current Report on Form 8-K on September 2, 1999 and incorporated herein by reference)
	10.5	**	Amendment to Equity Incentive Plan (filed as Appendix A to the Company's proxy statement on October 15, 1999 and incorporated herein by reference)
	10.6		Assignment and Assumption Agreement, dated December 6, 2002 (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on December 23, 2002 and incorporated herein by reference)
	10.7		Production Payment Agreement between Genesis Inc. and Royal Gold, Inc. dated October 13, 2004 (filed as Exhibit 10.1(a) to the Company's Current Report on Form 8-K on October 18, 2004 and incorporated herein by reference)
	10.8		Royalty Deed between Genesis Inc. and Royal Gold, Inc. dated October 13, 2004 (filed as Exhibit 10.1(b) to the Company's Current Report on Form 8-K on October 18, 2004 and incorporated herein by reference)
	10.9		Agreement between Genesis Inc. and Royal Gold, Inc. dated October 13, 2004 (filed as Exhibit 10.1(c) to the Company's Current Report on Form 8-K on October 18, 2004 and incorporated herein by reference)
	10.10		Royalty Assignment and Agreement, effective as of December 26, 2002, between High Desert Mineral Resources, Inc. and High Desert Gold Corporation (filed as Exhibit 99.4 to the Company's Current Report on Form 8-K on September 22, 2005 and incorporated herein by reference)
	10.11		Royalty Assignment, Confirmation, Amendment, and Restatement of Royalty, and Agreement, dated as of November 30, 1995, among Barrick Bullfrog Inc., Barrick Goldstrike Mines Inc. and Royal Hal Co. (filed as Exhibit 99.5 to the Company's Current Report on Form 8-K on September 22, 2005 and incorporated herein by reference)
	10.12		Amendment to Royalty Assignment, Confirmation, Amendment, and Restatement of Royalty, and Agreement, effective as of October 1, 2004, among Barrick Bullfrog Inc., Barrick Goldstrike Mines Inc. and Royal Hal Co. (filed as Exhibit 99.6 to the Company's Current Report on Form 8-K on September 22, 2005 and incorporated herein by reference)
	10.13		Proceeds Agreement with HSBC Bank USA (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K on December 20, 2005 and incorporated herein by reference)
	10.14		Purchase Agreement, between Kennecott Minerals Company and Royal Gold, Inc., dated December 22, 2005 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on December 29, 2005 and incorporated herein by reference)
	10.15		Amended and Restated Funding Agreement dated as of February 22, 2006, between Société des Mines de Taparko, also known as Somita, SA, and Royal Gold, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on March 7, 2006 and incorporated herein by reference)
	10.16		Conveyance of Tail Royalty and Grant of Milling Fee dated as of February 22, 2006, between Société des Mines de Taparko, also known as Somita, SA, and Royal Gold, Inc. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on March 7, 2006 and incorporated herein by reference)

101

Exhibit Number			Description
	10.17		Conveyance of Production Payment dated as of February 22, 2006, between Société des Mines de Taparko, also known as Somita, SA, and Royal Gold, Inc. (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K on March 7, 2006 and incorporated herein by reference)
	10.18		Guaranty and Agreement in Support of Somita Funding Agreement dated as of February 22, 2006, from High River Gold Mine Ltd. to and for the benefit of Royal Gold Inc. (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q on May 9, 2006 and incorporated herein by reference)
	10.19		Pledge Agreement dated as of February 22, 2006, between High River Gold Mines (International) Ltd., High River Gold Mines (West Africa) Ltd. and Royal Gold, Inc. (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q on May 9, 2006 and incorporated herein by reference)
	10.20		Guarantee Agreement dated as of February 22, 2006, by High River Gold Mines Ltd. in favor of Royal Gold, Inc. (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q on May 9, 2006 and incorporated herein by reference)
	10.21		Pledge of Securities dated as of February 22, 2006, by High River Gold Mines Ltd. in favor of Royal Gold, Inc. (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q on May 9, 2006 and incorporated herein by reference)
	10.22		Contribution Agreement in Support of Somita Funding Agreement dated as of February 22, 2006, from High River Gold Mine Ltd. to and for the benefit of Royal Gold Inc. (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q on May 9, 2006 and incorporated herein by reference)
	10.23	**	Form of Amended and Restated Indemnification Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on February 22, 2010 and incorporated herein by reference)
	10.24		Purchase and Sale Agreement for Peñasquito and Other Royalties among Minera Kennecott S.A. DE C.V., Kennecott Exploration Company and Royal Gold, Inc., dated December 28, 2006 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)
	10.25		Shares for Debt Agreement between Kennecott Exploration Company and Royal Gold, Inc., dated December 28, 2006 (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)
	10.26		Contract for Assignment of Rights Granted, by Minera Kennecott, S.A. de C.V. Represented in this Agreement by Mr. Dave F. Simpson, and Minera Peñasquito, S.A. de C.V., Represented in this Agreement by Attorney, Jose Maria Gallardo Tamayo (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)
	10.27		Supplemental Mortgage, Deed of Trust, Security Agreement, Pledge and Financing Statement between High Desert Mineral Resources, Inc. and HSBC USA Bank, National Association, dated January 5, 2007 (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)

102

Exhibit Number			Description
	10.28		Amended and Restated Mortgage, Deed of Trust, Security Agreement, Pledge and Financing Statement between Royal Gold and HSBC USA Bank, National Association, dated January 5, 2007 (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)
	10.29		Second Amended and Restated Promissory Note between Royal Gold, High Desert Mineral Resources, Inc. and HSBC USA Bank, National Association, dated January 5, 2007 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)
	10.30		Assignment of Rights Agreement among Mario Ivan Hernández Alvarez, Royal Gold Chile Limitada and Royal Gold Inc., dated January 16, 2007 (filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q on February 9, 2007 and incorporated herein by reference)
	10.31		Royalty Purchase and Sale Agreement dated July 30, 2008 by and between Royal Gold, Inc. and Barrick Gold Corporation (filed as Exhibit 10.44 to Royal Gold's Annual Report on Form 10-K/A filed on November 6, 2008 and incorporated herein by reference)
	10.32	**	Employment Agreement by and between Royal Gold, Inc. and Tony Jensen dated September 15, 2008 (filed as Exhibit 10.1 to Royal Gold's Current Report on Form 8-K filed on September 19, 2008 and incorporated herein by reference)
	10.33	**	Form of Employment Agreement by and between Royal Gold, Inc. and each of the following: Stanley Dempsey, Karen Gross, Stefan Wenger and Bruce Kirchhoff (filed as Exhibit 10.2 to Royal Gold's Current Report on Form 8-K filed on September 19, 2008 and incorporated herein by reference)
	10.34	**	Form of Award Modification Agreement by and between Royal Gold, Inc. and each of the following: Stanley Dempsey, Tony Jensen, Karen Gross and Bruce Kirchhoff (filed as Exhibit 10.3 to Royal Gold's Current Report on Form 8-K filed on September 19, 2008 and incorporated herein by reference)
	10.35		Third Amended and Restated Credit Agreement dated as of October 31, 2008 by and among Royal Gold, Inc., High Desert Mineral Resources, Inc., RG Mexico, Inc., HSBC Bank USA, National Association, HSBC Securities (USA) Inc. and Bank of Nova Scotia (filed as Exhibit 10.1 to Royal Gold's Quarterly Report on Form 10-Q filed on February 6, 2009 and incorporated herein by reference)
	10.36	**	2004 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 10.2 to Royal Gold's Quarterly Report on Form 10-Q filed on February 6, 2009 and incorporated herein by reference)
	10.37	**	Form of Incentive Stock Option Agreement under Royal Gold's 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold's Current Report on Form 8-K filed on November 7, 2008 and incorporated herein by reference)
	10.38	**	Form of Non-qualified Stock Option Agreement under Royal Gold's 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.3 to Royal Gold's Current Report on Form 8-K filed on November 7, 2008 and incorporated herein by reference)
	10.39	**	Form of Restricted Stock Agreement under Royal Gold's 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold's Current Report on Form 8-K filed on November 7, 2008 and incorporated herein by reference)

103

Exhibit Number			Description
	10.40	**	Form of Performance Share Agreement under Royal Gold's 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.5 to Royal Gold's Current Report on Form 8-K filed on November 7, 2008 and incorporated herein by reference)
	10.41	**	Form of Stock Appreciation Rights Agreement under Royal Gold's 2004 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.6 to Royal Gold's Current Report on Form 8-K filed on November 7, 2008 and incorporated herein by reference)
	10.42		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 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on January 15, 2010 and incorporated herein by reference)
	10.43		Amended and Restated Term Loan Facility Agreement, dated as of March 26, 2010, among Royal Gold, Inc., as a Borrower, Royal Gold Chile Limitada, as a Guarantor, RGLD Gold Canada, Inc., as a Guarantor, High Desert Mineral Resources, Inc., as a Guarantor, the other Guarantors from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent and a Lender, Bank of Nova Scotia, as Sole Syndication Agent and a Lender and HSBC Securities (USA) Inc., as Sole Lead Arranger (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on April 1, 2010 and incorporated herein by reference)
	10.44		Amended and Restated Promissory Note, dated March 26, 2010, by Royal Gold, Inc. to HSBC Bank USA, National Association (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on April 1, 2010 and incorporated herein by reference)
	10.45		Amended and Restated Promissory Note, dated March 26, 2010, by Royal Gold, Inc. to The Bank of Nova Scotia (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K on April 1, 2010 and incorporated herein by reference)
	10.46	*	Release Agreement among Royal Gold, Inc., RGLD Gold Canada, Inc. and HSBC Bank USA, National Association dated July 19, 2010
	10.47	*	Commercial Pledge on Equity Interests in Royal Gold Chile Limitada by Royal Gold, Inc. et al. to HSBC Bank USA, National Association dated May 7, 2010 (English Translation)
	10.48	*	Irrevocable Commercial Commission among Royal Gold, Inc. et al. and HSBC Bank USA, National Association dated May 7, 2010 (English Translation)
	10.49	*	Agreement on Surety and Joint and Several Co-Debt established by Royal Gold Chile Limitada in favor of HSBC Bank USA, National Association dated May 7, 2010 (English Translation)
	10.50	*	Commercial Pledge on Rights by Royal Gold Chile Limitada to HSBC Bank USA, National Association dated May 7, 2010 (relating to Andacollo royalty) (English Translation)
	10.51	*	Commercial Pledge on Rights by Royal Gold Chile Limitada to HSBC Bank USA, National Association dated May 28, 2010 (relating to Pascua Lama royalty) (English Translation)
	10.52	*	Commercial Pledge on Rights by Royal Gold Chile Limitada to HSBC Bank USA, National Association dated May 28, 2010 (relating to El Toqui royalty) (English Translation)

104

Exhibit Number			Description
	10.53		Consent and First Amendment to Third Amended and Restated Credit Agreement, dated March 26, 2010, among Royal Gold, Inc., as a Borrower, High Desert Mineral Resources, Inc., as a Borrower, RG Mexico,  Inc., as a Guarantor, HSBC Bank USA, National Association, as Administrative Agent and a Lender, Scotiabanc Inc., as a Lender, Bank of Nova Scotia, as Sole Syndication Agent and HSBC Securities (USA) Inc., as Sole Lead Arranger (filed as Exhibit 10.6 to the Company's Current Report on Form 8-K on April 1, 2010 and incorporated herein by reference)
	10.54		Support Agreement, dated as of February 22, 2010, among Royal Gold, Inc., RG Callco Inc., and RG Exchangeco Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on February 23, 2010 and incorporated herein by reference)
	10.55		Voting and Exchange Trust Agreement, dated as of February 22, 2010, among Royal Gold, Inc., RG Exchangeco Inc. and Computershare Trust Company of Canada (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on February 23, 2010 and incorporated herein by reference)
	10.56		Labrador Option Agreement, dated May 18, 1993, between Diamond Fields Resources Inc. and Archean Resources Ltd., as amended (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q on May 7, 2010 and incorporated herein by reference)
	10.57		Form of Assignment of Rights Agreement between Royal Gold, Inc. and certain individuals dated July 1, 2010 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on July 8, 2010 and incorporated herein by reference)
	10.58		Letter Agreement between Royal Gold, Inc. and Thompson Creek Metals Company Inc. dated July 15, 2010, (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on July 21, 2010 and incorporated herein by reference). (Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text) in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential portions have been submitted separately to the U.S. Securities and Exchange Commission). The form of Purchase and Sale Agreement attached thereto has been superseded by the form of Purchase and Sale Agreement included in Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 20, 2010.
	10.59		Letter Agreement between Royal Gold, Inc. and Thompson Creek Metals Company Inc. dated August 16, 2010, which includes the form of Purchase and Sale Agreement by and among Royal Gold, Inc., Thompson Creek Metals Company Inc. and a subsidiary of each entity to be identified prior to the closing of the Acquisition (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on August 20, 2010 and incorporated herein by reference) (Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text) in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential portions have been submitted separately to the U.S. Securities and Exchange Commission).
	10.60	*	Robinson Property Trust Ancillary Agreement by and between Kennecott Holdings Corporation, Kennecott Rawhide Mining Company and Kennecott Nevada Copper Company and BHP Nevada Mining Company, dated September 12, 2003
	10.61	*	Shares Purchase and Sale Agreement by Jaime Ugarte Lee and others to Compañia Minera Barrick Chile Limitada, dated as of March 23, 2001 (English Translation)
	10.62	*	Letter Agreement between Minefinders Corporation Ltd., Francis J.L. Guardia and John W. Perston, dated January 27, 1993

105

Exhibit Number			Description
	10.63	*	Mining Rights Purchase Agreement by and between Mr. Liébano Sáenz Ortiz and Compañía Minera Dolores, S.A. de C.V. dated October 13, 2006 (English Translation)
	10.64	*	Royalty Deed between St Barbara Mines Limited and Resource Capital Funds III L.P., dated March 29, 2005, as supplemented and amended by the Supplemental Deed between St Barbara Mines Limited and Resource Capital Funds III L.P., dated May 20, 2005
	10.65	*	Net Smelter Return Royalty Agreement by and between Newmont Canada Limited and Barrick Gold Corporation, dated October 8, 2004
	10.66		Royalty for Technical Expertise Agreement by and between Tenedoramex S. A. de C. V. and Kennecott Minerals Company, dated as of March 23, 2001 (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on January 6, 2006 and incorporated herein by reference)
	10.67		Siguiri Gold Project, Guinea, WestAfrica, Option Agreement by and between N.V. Union Miniere S.A. and Golden Shamrock Mines Limited, dated December 23, 1992 (filed as Exhibit 99.6 to the Company's Current Report on Form 8-K on April 6, 2009 and incorporated herein by reference)
	21.1	*	Royal Gold and Its Subsidiaries
	23.1	*	Consent of Independent Registered Public Accounting Firm
	31.1	*	Certification of President and Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	*	Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	*	Written Statement of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	*	Written Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*

Filed herewith.

**

Identifies each management contract or compensation plan or arrangement.

106

EX-10.46

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Exhibit 10.46

This Release Agreement is made this 19^th day of July, 2010 among:

ROYAL GOLD, INC.
(the "Borrower")

OF THE FIRST PART

-and-

RGLD GOLD CANADA, INC.
(the "Guarantor")

OF THE SECOND PART

-and-

HSBC BANK USA,
NATIONAL ASSOCIATION
as administrative agent
(in such capacity, the "Administrative Agent")
and as a Lender
(in such capacity "HSBC")

OF THE THIRD PART

-and-

THE BANK OF NOVA SCOTIA
as a Lender
(in such capacity, the "BNS" and, together with HSBC and the Administrative Agent, the "Lender Parties")

OF THE FOURTH PART

        WHEREAS by the Amended and Restated Term Loan Facility Agreement dated as of March 26, 2010 (the "Loan Agreement"), among the Borrower, the Guarantor, the Lender Parties and other parties to the Loan Agreement, it was agreed in Section 4.5 of the Loan Agreement that, upon the completion of all documents, Instruments, delivery and actions as set forth in Section 6.16 of the Loan Agreement (the "Conditions") to the satisfaction of the Administrative Agent in its sole discretion, the RGLD Canada Security Documents shall be terminated and the Guarantor shall be released from its obligation under the Credit Documents as promptly as practical thereafter;

        AND WHEREAS the Lender Parties are satisfied that the Conditions have been satisfactorily completed;

        NOW THEREFORE the Lender Parties, at the expense of the Credit Parties, hereby covenant and agree as follows:

1.

Any capitalized term in this Release Agreement (including the recitals hereto) which is not otherwise defined shall have the same meaning as in the Loan Agreement.



2.

The Lender Parties confirm that they are satisfied that the Conditions have been completed.



3.

The "Pledge, Security and Subordination Agreement" dated as of January 20, 2010 made by the Borrower (as Debtor) in favour of HSBC Bank USA, National Association, in its capacity as Administrative Agent for the Lenders (as Secured Party), as amended by the "Amendment to Pledge, Security and Subordination Agreement" made as of March 26, 2010 (collectively the "Pledge Agreement") is hereby terminated and shall be of no further force or effect, and the Borrower's obligations under the Pledge Agreement, and the pledges, liens and security interests granted pursuant to the Pledge Agreement shall be cancelled, terminated, discharged and forever released; provided that nothing herein shall serve to release any such obligations that, by their express terms, survive the termination of the Pledge Agreement. The Administrative Agent covenants and agrees with the Borrower to deliver (or cause to be delivered) to Davis LLP, the solicitors to the Borrower ("Davis"), at 1201 Scotia 2 Tower, 10060 Jasper Avenue, Edmonton, AB T5J 4E5:



(a)

Share Certificate No. 1 for 28,500 Common Shares of the Guarantor, registered in the name of the Borrower, and



(b)

for cancellation, the undated Power of Attorney by which the Borrower agreed to transfer the Securities in accordance with the Pledge Agreement.



4.

The Lender Parties hereby release the Guarantor from the covenants and agreements of the Guarantor under the "Acknowledgment, Consent and Undertaking of RGLD Gold Canada, Inc." dated as of January 20, 2010 made by the Guarantor in connection with the Pledge Agreement.



5.

The Lender Parties agree that the endorsement in the Central Securities Register of the Guarantor of the Pledge Agreement may be removed and marked as "cancelled" or "discharged.", and the Lender Parties authorize and direct the Guarantor and/or Davis to make any and all endorsements to the Central Securities Register which may be required in that respect.



6.

Each of the Lender Parties discharges and releases the Guarantor from any obligations or covenants it may have under or in respect of the Intercreditor Agreement, but for the avoidance of doubt, nothing herein shall serve to amend the terms and condition of the Intercreditor Agreement or to release or waive any obligations of the Revolving Credit Parties or the Term Credit Parties (in each case as defined therein) thereunder.

2

7.

The "General Security Agreement" dated as of January 20, 2010 made by the Guarantor (as Debtor) in favour of HSBC Bank USA, National Association, in its capacity as Administrative Agent for the Lenders (as Secured Party), as amended by the "Amendment to General Security Agreement" made as of March 26, 2010 (collectively the "RGLD GSA") is hereby terminated and shall be of no further force or effect, and the Guarantor's obligations under the RGLD GSA, and the liens and security interests granted pursuant to the RGLD GSA shall be cancelled, terminated, discharged and forever released; provided that nothing herein shall serve to release any such obligations that, by their express terms, survive the termination of the RGLD GSA.



8.

The Lender Parties authorize and direct Davis to discharge (or cause to be discharged), on behalf of the Administrative Agent, the following financing statements:



(a)

the financing statement relating to the RGLD GSA registered as Base Registration No. 367237F on January 18, 2010 by the Administrative Agent, as secured party, and the Guarantor, as debtor, and respecting all of the present and after-acquired personal property of the Guarantor, as extended by the financing change statement registered as Registration No. 460439F on March 18, 2010, in each case as registered in the Personal Property Registry of British Columbia;



(b)

the financing statement relating to the Pledge Agreement registered as Base Registration No. 368100F on January 18, 2010 by the Administrative Agent, as Secured Party, respecting the Borrower, as Debtor, and respecting that collateral more particularly described in the Financing Statement respecting the securities and indebtedness pledged by the Borrower to the Administrative Agent under the Pledge Agreement, as extended by the financing change statement registered as Registration No. 460585F on March 18, 2010, in each case as registered in the Personal Property Registry of British Columbia.



9.

The Lender Parties further authorize and direct Hogan Lovells to discharge (or cause to be discharged) the UCC Financing Statement registered with the Delaware Department of State on January 21, 2010 as initial filing number 2010 022 7185 made by the Administrative Agent, as secured party, respecting the Borrower, as Debtor, and respecting the securities and indebtedness pledged by the Borrower to the Administrative Agent under the Pledge Agreement.



10.

Each of the Lender Parties confirms to the Borrower and to the Guarantor that it continues in the capacity set out in the preamble to this Agreement under the terms of the Loan Agreement, and has the power and authority to execute this Release Agreement. For the avoidance of doubt, nothing herein shall serve to amend the terms and condition of the Loan Agreement or any other Credit Document or to release or waive any obligations of the Borrower or Guarantor thereunder. The Borrower confirms and agrees that the Loan Agreement and the Credit Documents remain in full force and effect in accordance with their terms, except to the extent that the RGLD Canada Security Documents are expressly released in accordance herewith.



11.

This Agreement may be executed by one or more of the Parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by the Parties shall be lodged with the Borrower and each Lender Party.

3

        IN WITNESS whereof, the Parties have caused this Agreement to be duly executed and delivered by its proper and duly authorized Officers on the day and year first above written.

ROYAL GOLD, INC, a Delaware Corporation
By:	/s/ Stefan Wenger NAME: Stefan Wenger TITLE: Chief Financial Officer and Treasurer
RGLD GOLD CANADA, a British Columbia Corporation
By:	/s/ Bruce C. Kirchhoff NAME: Bruce C. Kirchhoff TITLE: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent
By:	/s/ Adam Hendley NAME: Adam Hendley TITLE: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION, as a lender
By:	/s/ Adam Hendley NAME: Adam Hendley TITLE: Vice President
THE BANK OF NOVA SCOTIA, as a lender
By:	/s/ Ray Clarke NAME: Ray Clarke TITLE: Managing Director
By:	/s/ Elizabeth DaPonte NAME: Elizabeth DaPonte TITLE: Associate Director

4

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Exhibit 10.46

EX-10.47

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Exhibit 10.47

Free Translation

Journal No. 16.100-2010

COMMERCIAL PLEDGE ON EQUITY INTERESTS IN

ROYAL GOLD CHILE LIMITADA

BY

ROYAL GOLD, INC. ET AL.

TO

HSBC BANK USA, NATIONAL ASSOCIATION

        In Santiago, Republic of Chile, on 7 May, 2010, before me, RENÉ BENAVENTE CASH, attorney, Notary Public, Regular Notary of the Forty-Fifth Notary Office of Santiago, domiciled in this city at Huérfanos 979, 7^th floor, there appear: Mr. ANTONIO JOSÉ CUSSEN MACKENNA, Chilean, married, commercial engineer, Chilean national tax identity number 5,071,481-0, on behalf of, as shall be evidenced, ROYAL GOLD, INC., a company incorporated and existing under the laws of the State of Delaware, United States of America, taxpayer identification number 59,127,280-2, and HIGH DESERT MINERAL RESOURCES, INC., a company incorporated and existing under the laws of the State of Delaware, United States of America, taxpayer identification number 59,127,290-K, for these purposes all of them domiciled in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, Santiago, on the one hand, and on the other, JOSÉ FRANCISCO SANCHEZ DROUILLY, Chilean, married, attorney, national identity card number 6,866,519-1, and HUGO SEBASTIÁN PRIETO ROJAS, Chilean, single, attorney, national identity card number 11,947,423-K, both on behalf of, as shall be evidenced, HSBC BANK USA, NATIONAL ASSOCIATION, a bank incorporated and existing according to the laws of the United States of America, hereinafter indistinctly also called the "Agent", acting pro se and on behalf of the "Lenders" defined in Section One below, all domiciled for these purposes at Magdalena 140, 20^th floor, borough of Las Condes, Santiago; the parties of legal age, whom I know because they have evidenced their identities to me by the aforesaid identity cards, and who state:

FIRST:    BACKGROUND INFORMATION AND SECURED OBLIGATIONS

1.1

On January 20, 2010, a Term Loan Facility Agreement, hereinafter the "Loan Agreement", was signed in the English language among ROYAL GOLD, INC., a United States of America company, as borrower, hereinafter the "Main Borrower", ROYAL GOLD CHILE LIMITADA, a Chilean company, and RGLD GOLD CANADA, INC, and HIGH DESERT MINERAL RESOURCES, INC., foreign companies, as guarantors, hereinafter indistinctly the "Guarantors" or, together with the Main Borrower, the "Credit Parties"; HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as lenders and together with the other lenders that eventually acquire that status under the Loan Agreement, together referred to as the "Lenders", and also as administrative agent on behalf of all Lenders, and HSBC SECURITIES (USA) INC., as sole lead arranger (Sole Lead Arranger), hereinafter referred to as the "Sole Lead Arranger". Pursuant to the Loan Agreement, both this instrument as well as the notes and several other instruments relating to the Loan Agreement are included in the definition of Credit Documents, hereinafter the "Credit Documents". The Loan Agreement was subsequently amended on March 26th 2010, by way of an instrument granted in English language named "Amended and Restated Term Loan Facility Agreement". Hereinafter and for all purposes of this instrument the term "Loan Agreement" shall refer to the "Amended and Restated Term Loan Facility Agreement" and shall also include all the amendments, additions and/or restated texts that have been granted in the past or that in the future may be executed with respect to such instrument.

1.2

Under the Loan Agreement, the Lenders, granted a loan to the Main Borrower for one hundred thirty million United States dollars, hereinafter the "Loan", which shall be used by the Main Borrower and RG Exchangeco, Inc., its subsidiary, to acquire all shares in INTERNATIONAL ROYALTY CORPORATION, a Canadian company. The funds from the Loan must be made available to the Main Borrower after all conditions established in Article V of the Loan Agreement have been met.

1.3

The Credit Documents contain several obligations owed to each of the Lenders and the Agent, all included in the definition of Obligations as defined in the Loan Agreement, enforceable against the Main Borrower and the other Credit Parties. Such obligations will be called the "Obligations" hereinafter and they include, for example, the payment of principal, interest, expenses, expenditures, reimbursements and indemnity obligations as well as all other amounts and fulfillment of all other obligations assumed, such as, merely by way of example and not limitation: (i) The "Affirmative Covenants" set down in Article VI of the Loan Agreement whereby the Credit Parties promised to complete several actions during the term of the Obligations, including those indicated in Section 6.16 of the same Article VI, consisting of executing several collateral agreements defined in the Loan Agreement as the Chilean Security Documents, hereinafter the "Chilean Security", which include: (a) this pledge on equity interest in ROYAL GOLD CHILE LIMITADA by the partners therein; (b) the pledge on royalty rights or royalties held by ROYAL GOLD CHILE LIMITADA regarding the mining projects known as Pascua-Lama, El Toqui and Andacollo, all included in the concept of "Material Royalties" as defined in the Loan Agreement; (c) a public deed of surety and joint and several co-debt to be granted, regarding all Obligations arising from the "Credit Documents" for ROYAL GOLD, INC., RGLD GOLD CANADA, INC. and HIGH DESERT MINERAL RESOURCES, INC.; and (d) any other security associated or related to the foregoing. The Chilean Security must be executed in terms formally and substantively acceptable to the Agent no later than May 28, 2010, and any notice in regard thereto must also be delivered no later than June 28, 2010. A legal opinion of the counsel to ROYAL GOLD CHILE LIMITADA must also be delivered in this latter period of time on the signature and perfecting of the aforesaid "Material Royalties" pledges; (ii) The "Negative Covenants" assumed by the Credit Parties in Article VII of the Loan Agreement; (iii) The Guaranty granted according to Article XI of the Loan Agreement by which each Guarantor undertook unconditionally and irrevocably to be the surety and joint and several co-debtor of full and timely payment of any and all of the Obligations, either at original maturity or upon acceleration.

1.4

The Loan Agreement is subject to the laws of the State of New York, United States of America, and the parties thereto have submitted the resolution of any dispute, claim, action or procedure that may arise in relation to the Loan Agreement to the jurisdiction of the State or Federal Courts sitting in New York City, State of New York, United States of America.

SECOND:    EQUITY INTERESTS IN ROYAL GOLD CHILE LIMITADA

2.1

ROYAL GOLD, INC. and HIGH DESERT MINERAL RESOURCES, INC., hereinafter jointly and indistinctly referred to as the "Grantors", hereby declare that on this date they are the only partners in ROYAL GOLD CHILE LIMITADA, a limited liability company duly incorporated and in good standing according to the laws of the Republic of Chile, taxpayer identification number 76,763,240-1, hereinafter indistinctly referred to as the Company. ROYAL GOLD, INC. holds 99% of the capital in the Company and HIGH DESERT MINERAL RESOURCES, INC. the remaining 1%, hereinafter together the Equity Interests.

2.2

ROYAL GOLD CHILE LIMITADA was incorporated by public deed executed on January 11, 2007, in the Santiago Notary Office of Mr. Raúl Undurraga Laso. An abstract of such deed was published in the Official Gazette on February 9, 2007 and was registered on page 5752, number 4347, of the 2007 Commercial Registry of Santiago. Thus far the by-laws of ROYAL GOLD CHILE LIMITADA have not been amended, notwithstanding the amendment that the partners will execute subsequent to this deed.

THIRD:    COMMERCIAL PLEDGE

3.1

In order to guarantee the full, effective and timely payment of any and all of the Obligations assumed now or in the future by ROYAL GOLD, INC., RGLD GOLD CANADA, INC. and HIGH DESERT MINERAL RESOURCES, INC. under the Loan Agreement and/or any other Credit Document, as well as any other obligation of the Credit Parties, including the Main Borrower and the Guarantors (hereinafter all collectively and indistinctly called the "Borrowers") owed to the Lenders under the Loan Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement and/or any other Credit Document, the Grantors hereby grants a commercial pledge in favor of the Lenders, represented by the Agent, on their respective Equity Interests in ROYAL GOLD CHILE LIMITADA identified in Section 2.1 above according to Articles 813 et seq. of the Commercial Code and the terms and conditions set out below (the Pledge). The Agent shall enjoy the privileges and preferences recognized by law regarding this type of security in relation to the Company and any third party. Notwithstanding the other rights that correspond to the Lenders pursuant to the law in regard to the content and scope of this Pledge, it is agreed: (i) that this Pledge shall be governed by the stipulations agreed below and otherwise by the provisions on pledge and common law contained in the Commercial Code of Chile; (ii) by this Pledge, the Grantors secure payment to the Lenders of all Obligations referred to in the First Clause, whether performance can be required on the agreed dates or earlier; (iii) the Grantors also secure performance of obligations by set-off, i.e. the corresponding damage indemnity decreed by any court in the country and/or abroad, as the case may be; and payment of all accessories to the Obligations, such as interest, commissions, taxes, remunerations, charges, costs, judicial or extrajudicial collection expenses, including attorneys' fees, insurance premiums, any other disbursements that the Lenders have made that originate in the Loan Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement or this Pledge; (iv) the Grantors also secure fulfillment of conditional, term and future obligations originating in the Loan Agreement, any other Credit Documents and/or all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement; (v) the Grantors also secure fulfillment of all obligations owed by the Borrowers to the Lenders because of extensions, renewals, amplifications or other amendments made to the Loan Agreement and/or any other Credit Document. For these purposes, the Grantors irrevocably and unconditionally accept any amplification, extension, renewal, acceleration or amendment to the Loan Agreement, any other Credit Document and/or any of the obligations arising therefrom such as, for example, in relation to amount, place of payment, conditions assessable thereon, modes determining them, amplification or renewal of periods and establishment of new periods agreed upon by the Borrowers; and a waiver in favor of the Lenders of any right, motion, allegation or defense relating to this matter; and (vi) the Grantors further secure payment of any marketable securities documented now or in the future, in Chile or abroad, the Obligations originating in the Loan Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement; and the payment of marketable securities that might be signed, accepted or endorsed in renewal, replacement or addition to other previous ones because of the amplifications, extensions, renewals or amendments mentioned in clause (v) above. Furthermore, to the extent not contrary to the laws of the Republic of Chile and notwithstanding the foregoing, the Grantors further undertake to indemnify the Lenders, the Agent and/or the Structurer for any cost, loss or damage suffered by any thereof should any of the obligations be declared illegal, void or otherwise ineffective, unenforceable or non-binding now or in the future. Such indemnity must redress the equivalent to what the indemnitee could have obtained by fulfillment of the secured obligation.

3.2

The Lenders are empowered, without any need to notify or obtain the acceptance of the Grantors nor affecting the validity or enforceability of this Pledge nor establishing any extinguishment, limitation, impairment or release of the obligations of the Grantors: (i) to agree at any time with the Borrowers to renewals, extensions or other amendments of the Obligations, whether they have been stipulated originally in the Loan Agreement or introduced thereafter, such as, for example,

the place of payment, conditions, terms, modes or other conditions that may be assessed thereon, acceleration or other circumstances of payment; (ii) to settle, submit to arbitration, waive or pardon the Obligations, accept or reject any offer of fulfillment thereof, agree to novations or substitutions of the Obligations or subordinate the payment thereof to any other obligation; (iii) to agree to other sureties or other collateral or security in guarantee of the Obligations; (iv) to waive, exchange, submit to arbitration, subordinate or modify, with or without reason, any collateral or security of the Borrowers or third parties securing fulfillment of the Obligations arising from the Loan Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement; (v) to determine, at their discretion, the order in which they will enforce the collateral or security securing performance of the Obligations arising from the Loan Agreement, the other Credit Documents and all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement and the exercise of the rights available thereto as a result; and (vi) to allocate, at their discretion, the proceeds of the liquidation of any collateral or security, including of third parties, to payment of any of the Obligations due now or in the future under the Loan Agreement and all such contracts and instruments that are signed and delivered to Lenders under the Loan Agreement.

3.3

The Grantors, duly represented as indicated in the preamble, hereby accept and agree to the benefit of the Lenders that the occurrence of any Event of Default, as defined in Article VIII of the Loan Agreement and hereinafter called an Event of Default, may cause the immediate, irrevocable acceleration of the Obligations or of the instruments that might document such Obligations and, therefore, of the Pledge, as if due, as well as of any interest and expenses arising therefrom. Each and every one of the collection and/or other actions resulting from the Loan Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Loan Agreement might be pursued according to the general rules of law.

3.4

For purposes of that established in number 2 of Article 815 of the Commercial Code, the parties expressly stipulate that the principal under the Loan that is part of the secured Obligations totals one hundred thirty million United States dollars of the United States of America.

3.5

The Pledge and prohibitions set down in Section 5 below will include and extend to (i) all increases in value that the Equity Interests experiment, (ii) any equity interests, shares or other equity interests that the Grantors have in the Company by way of any title or that substitute or replace the Equity Interests, either because of merger, division, transformation, any other form of restructuring or winding up of the Company or otherwise, except regarding payments of distributions allowed under the Loan Agreement.

FOURTH:    DELIVERY

        For purposes of article 2389 of the Civil Code, the parties represent that the Grantors hereby deliver the title to the Equity Interests to the Agent, consisting of a counterpart of the public deed containing the By-Laws of the Company. This delivery perfects the Pledge among the parties and is the way in which the real right of pledge is transferred to the Lenders. The Agent declares receipt thereof to its full satisfaction.

FIFTH:    PROHIBITIONS

5.1

The Grantors further undertake not to encumber, convey, dispose of or enter into any act or contract in regard to the Equity Interests as long as the Pledge set out herein is in effect, unless they have prior written authorization of the Agent. The Parties declare that encumber shall mean any collateral or any lien, prohibition, third-party right, attachment, impediment or restriction that may affect or hinder the free use, enjoyment or disposal of the Equity Interests.

5.2

The Grantors also further undertake to observe and fully comply with all and each one of the positive and negative covenants established in Articles VI and VII of the Loan Agreement. The foregoing is notwithstanding the amendment to the bylaws that shall be executed on even date herewith in order to facilitate the execution of this Pledge.

SIXTH:    ACCEPTANCE

        The Agent hereby accepts the commercial pledge on Equity Interests and prohibition to encumber and convey set down in this deed and acquires the real right of pledge for the Lenders.

SEVENTH:    REPRESENTATIONS

7.1

Each of the Grantors, represented as indicated in the preamble, hereby represents and warrants to the Agent that it is the sole and exclusive owner of the Equity Interests that are pledged herein, that such Interests are free of any other liens, litigation, prohibition to encumber and convey and any other restriction, attachment, precautionary measure, resolutory actions or third-party priority rights; and they are not assessed by options, sale promises, conditional or term sales nor any other act or contract that seeks or is intended to transfer ownership of the Equity Interests or give them in guarantee of other obligations; and there is no impediment that might affect the free disposal, or the constitution or the enforcement of the Pledge and prohibitions to encumber and convey set down herein.

7.2

Royal Gold Chile Limitada has been duly incorporated and its capital has been fully paid and there is no pending balance of payment. The equity interests in said company are not subject to any charges, taxes or additional liabilities.

7.3

There are no restrictions to the transfer of the Equity Interests that impede the constitution of the Pledge and prohibition that is evidenced in this act and this does not imply violation of any restrictions that may currently exist.

7.4

Each Grantor has full power and lawful authority to enter into this Pledge Agreement and to pledge the Equity Interests in favor of the Agent and to grant to the Agent a first ranking pledge as herein provided, all which has been duly authorized by the relevant corporate organs of each Grantor.

7.5

The execution and delivery and the performance hereof are not in contravention of any charter, articles of incorporation or bylaw provision, or of any instrument or undertaking to which any Grantor is a party or by which any Grantor or its property is bound.

7.6

This agreement constitutes the valid and legally binding obligation of each Grantor enforceable in accordance with its terms.

7.7

Each Grantor will defend the Equity Interests against all claims and demands of all persons that at any time seek to claim any right over such Equity Interests. Any officer or representative acting for or on behalf of any Grantor in connection with this Agreement or any aspect hereof, or that enters into this Agreement on behalf of any Grantor, has been duly authorized to do so, and is fully empowered to act for and represent such Grantor in connection with this Agreement and all matters related thereto or in connection therewith.

7.8

The Grantors represent and warrant to the Agent that a true, notarized copy of this deed is sufficient, valid title to file and pursue all actions available by law in relation to the Obligations secured by the collateral established herein.

EIGHTH:    RULES ON DISTRIBUTIONS

8.1

The Parties agree that the Lenders or the Agent, on behalf thereof, shall exercise the rights available thereto in respect of the Equity Interests only if an Event of Default occurs that has not been waived or otherwise remedied in the period established in the Loan Agreement, as determined by the Lenders and/or the Agent at their exclusive discretion. Therefore, the Grantors are hereby expressly empowered to collect and receive any profit distribution made by the Company as long as no Event of Default has occurred. The funds thus received and allocated shall be released from the Pledge established herein.

8.2

Should an Event of Default occur that has not been waived or otherwise remedied in the period established in the Loan Agreement, at the exclusive discretion of the Lenders and/or the Agent, the Agent, on behalf of the Lenders, shall send a notice to the Grantors through a Notary Public and as of the date of delivery thereof, the Agent shall be expressly and exclusively empowered to collect and receive any distribution or payment in relation to the Equity Interests pledged hereunder, including any dividends, cash, securities, instruments, options or other rights, profits and distributions received at any time, paid or otherwise distributed with respect to the Equity Interests. The foregoing is understood to be notwithstanding other consequences foreseen in the Loan Agreement should any Event of Default occur. Present in this act, Mr. ANTONIO JOSÉ CUSSEN MACKENNA, already individualized, acting on behalf of, as shall be evidenced, ROYAL GOLD CHILE LIMITADA, Chilean tax identification number 76.763.240-1, both domiciled in this city, Avenida Andrés Bello N° 2,711, 16^th floor, borough of Las Condes, Santiago, the appearing party of legal age, who evidences his identity with the referred identity card and states that, in the representation inferred, he acknowledges being notified of the pledge over equity interests as referred to in this deed, undertaking, in the case of being notified in an Event of Default, in the form provided in this numeral, to pay directly to the Lenders any dividends, cash, securities, instruments, options or other rights, profits and distributions that accrue with respect to the Equity Interests.

NINTH:    POWER OF ATTORNEY

9.1

In order to facilitate collection by the Agent if the notice indicated in Section 8.2 above has been sent, the Grantors, in particular consideration of their position as the only partners in the Company, hereby grant the Agent an irrevocable power of attorney in accordance with Article 241 of the Commercial Code to the Agent, waiving the latter of the obligation of rendering account of its actions, in order for the Agent to collect, in the name and on behalf thereof, all sums they are entitled to receive because of the Equity Interests and, in general, to exercise the rights available to the Grantors as partners in the Company, provided their acts do not imply disposing of, appropriating or liquidating the pledged assets in a manner other than as established in Decree Law 776 of December 19, 1925. The sums received by the Agent from the Company on behalf of the Grantors shall be applied by the Agent immediately, without any formality, toward payment of the Obligations secured by this Pledge. The Agent may, on behalf of the Lenders, decide on the distribution of profits and ask the Company to make any payments or distributions directly in its name, which the Company must do, including if for such purpose it is necessary to replace a payment document originally issued in the name or to the order of any of the Grantors with an equivalent issued in the name of the Agent. Furthermore, notwithstanding the foregoing, the Agent will be authorized to withdraw checks in payment and any other document extended to that end by the Company to the order or name of each of the Grantors and in this latter case, it may endorse such checks and any other document in ownership or in collection commission and disposal thereof, cash them and exercise any and all of the other rights inherent to the account holder in order to effectively receive the amount of such checks and any other document. The Agent, on behalf of the Lenders, may also issue the receipts requested for the amounts collected and received thereby and it may sign the public or private documents required by the Company in relation to the foregoing.

9.2

A written notice by the Agent to the Company shall suffice to exercise the power of attorney established in Section 9.1 and as of the date of delivery of such notice, the Company shall pay the corresponding amounts directly to the Agent. In order to comply with this commission, the attorney-in-fact shall be empowered to submit and sign all documents that are necessary to this end, without any conventional limitation, and to collect all payments made. This power of attorney also includes the power of the Agent to represent the Grantors judicially and extrajudicially in order to collect any sums arising from the pledged Equity Interests and/or any dispute relative to performance, existence and/or validity thereof, using the powers indicated in both subparagraphs of Article Seventh of the Code of Civil Procedure, particularly the power to discontinue an action filed in the first instance, accept the counterclaim, reply to interrogatories, waive legal remedies or

terms, settle, submit to arbitration, grant arbitrators their powers of conciliators, approve compositions and receive. The Agent accepts such power of attorney and the Grantor expressly represents that it accepts and assumes that because of the nature of this commission, the Agent shall have no liability of any type if all or part thereof cannot be completed by the attorney-in fact for any cause or reason, and it hereby releases the Agent from any such liability. It is further stipulated that any default by the Grantor on the obligations assumed herein at any time whatsoever shall entitle the Agent to waive, ipso facto and immediately, all or part of the instructions given, as the Agent deems pertinent, without any type of liability, which the Grantor hereby accepts, notwithstanding giving written notice to the Grantor about the resignation.

9.3

The Agent shall never be under any obligation to collect, attempt to collect, protect or enforce the Equity Interests or any security therefor, which the Grantors agree and undertake to do at the Grantor's expense, but the Agent may do so in its discretion at any time after the occurrence of an Event of Default. The Grantors shall adopt any measure that they deem convenient by judicial process or otherwise to protect or to enforce the Equity Interests or any right related to them. All expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred or paid by the Agent in connection with or incident such measure to protect the Equity Interests or any or any right related to them shall be borne by the Grantors or reimbursed by the Grantors to the Agent upon demand.

9.4

In the event the Agent, after having lapsed a period of five (5) days as from notification to the Grantors, during which they should have made the payment, shall pay any taxes, assessments, interests, costs, penalties or expenses incident to or in connection with the collection, the protection or the exercise of the Equity Interests or any right related thereto. The Grantors shall pay the Agent (for its own benefit and for the benefit of the Lenders) the full amount thereof with interest at a rate per annum equivalent to the "Default Rate" as defined in the Loan Agreement, for the number of days that have lapsed as from the date that the expense was incurred by the Agent until the date of effective payment, calculated on a 360-day year. So long as the Agent shall be entitled to any such payment, The Pledge constituted in accordance with this Agreement shall also operate as a guarantee with respect to such payment, in the same way that it guarantees the payment of the Obligations, and the Agent shall have the totality of the rights provided hereunder for purposes of collection and fulfillment of the Obligations.

9.5

The Grantors undertake to provide the Agent with all documentation and/or calculations necessary to proceed with timely collection of the sums to which they are entitled because of the credits in any event in which the Agent proceeds with collection as stipulated above.

9.6

The Agent is hereby empowered to notify the corresponding person through a notary of the pledges and power of attorney established herein.

TENTH:    CONTINUED OWNERSHIP

        Each of the Grantors shall take the judicial and extrajudicial actions that are necessary, at their exclusive expense, to maintain ownership and free disposition of the Equity Interests and to defend them against third-party actions.

ELEVENTH:    SUFFICIENT TITLE

        Each of the Grantors recognizes the Obligations that are described in the first clause of this deed and represents that it shall recognize this deed as sufficient title for collection thereof in any collection action regarding the Obligation taken after an Event of Default. It is stipulated that any Obligations for which payment is agreed in a foreign currency shall be deemed extinguished only up to the amount that the pledgee has received in such freely convertible and available currency or if the payment is made in another currency, only up to the amount with which the foreign currency in which payment should have been made can be acquired with such currency, in the terms set down in the Loan Agreement.

TWELFTH:    PROCESS AGENT

        Each of the Grantors grants a special, irrevocable power of attorney to Mr. Sergio Orrego Flory, Chilean married, attorney, national identification card number 7.051.727-2 and Ms. María Elena Dörr Bulnes, Chilean, single, attorney, national identification card number 8.459.196-3, in order for any one thereof, acting indistinctly and separately, to receive on their behalf judicial and/or extrajudicial notifications and requests in any action, procedure or lawsuit relating to the contract set down in this deed and the guaranteed Obligations, regardless of the procedure applicable or the court or authority entrusted with the hearing thereof. Therefore, upon notification or request to the attorney-in-fact, the Grantor shall be deemed validly served in such action, procedure or lawsuit. In exercising this irrevocable power of attorney, the attorneys-in-fact shall be amply empowered to represent each of the Grantors judicially, which includes receiving any type of notification, answering claims and acting with the judicial powers contained in both subparagraphs of Article Seventh of the Code of Civil Procedure, which are deemed expressly set out. Each of the Grantors expressly represents that the power of attorney set down in this clause is irrevocable in the terms of Article 241 of the Commercial Code because the execution thereof is of interest to the Lenders. Present in this act are Mr. Sergio Orrego Flory and Ms. María Elena Dörr Bulnes, both domiciled, for these purposes, in this city at Avenida Andrés Bello N° 2,711, 16^th floor, borough of Las Condes, who are of legal age, evidence their identity by the aforesaid identity cards and declare that they accept the power of attorney granted thereto in this section and promise not to resign it without written consent of the Agent.

THIRTEENTH:    NO LIMITATION

        The pledge and prohibition set down herein shall not be considered under any circumstances to be an amendment, substitution or limitation of the rights granted to the Lenders under the Loan Agreement. It is further expressly stipulated that the pledge and prohibition established herein are notwithstanding any other collateral and prohibition that have been granted by the Grantors and/or by third parties, whether real or personal, to secure the obligations identified in this deed.

FOURTEENTH:    FURTHER COMMITMENTS

        Each of the Grantors undertakes to make the representations and take all such actions in time and form at the expense thereof that the Agent may reasonably request or consider necessary to allow the Agent to perfect, preserve or protect this Pledge and prohibition or to exercise any of the rights conferred upon the Agent or the Lenders under this Agreement or the law. To such end, each Grantor undertakes to execute all such instruments, documents and contracts, obtain all consents, approvals and other authorizations necessary to create the pledge and prohibition granted herein legally and validly, without committing a contractual or legal default, and it undertakes to give all notices and instructions that the Agent may consider necessary.

FIFTEENTH:    VOID PAYMENTS

        If a judicial action is filed for the declaration that any sum paid to any of the Lenders under the Loan Agreement be cancelled or otherwise voided in a proceeding of any type, including for example bankruptcy, winding up or receivership procedure of the person who made such payment, then such payment shall not be considered to have been made irrevocably for purposes of this pledge and prohibition.

SIXTEENTH:    DOMICILE

        For all legal purposes derived from this deed, each of the Grantors elects its domicile as Santiago and submits to the jurisdiction of the ordinary courts of justice sitting and with venue in the borough of Santiago, Chile. This pledge is governed by the laws and other regulations and other provisions in effect in the Republic of Chile.

SEVENTEENTH:    EXPENSES; SUPPLEMENTAL DEEDS

        The expenses, taxes, notarial and registration fees relating to the execution or registration of this deed as well as those resulting from supplemental public deeds that might have to be executed in order to clarify, rectify or amend this deed and all those corresponding to the enforcement of this Pledge, the release of this Pledge and prohibition at the pertinent time, will be paid by the Grantors and each thereof grants a special and irrevocable power of attorney to Mr. Sergio Orrego Flory and Ms. María Elena Dörr Bulnes in order for any one thereof, acting with a representative of the Agent on behalf thereof, to be able to draft any text necessary to correct this public deed and attain full registration of the pledge and prohibition, as relevant. In use of their attributions, the representatives may correct and rectify the contents of this deed, the identification of the parties and the Equity Interests or complete the data necessary for perfection of the agreements stipulated by the parties. Similarly, the representatives are empowered to execute those texts to public deed and register them in the respective registries together with this deed.

EIGHTEENTH:    SUCCESSORS AND ASSIGNS

        This pledge and prohibition shall benefit, and the rights granted may be exercised by, the Lenders or their successors or assigns or legal or conventional subrogates in the rights thereof. Such successors or assigns or legal or conventional subrogates shall have the same rights and benefits in respect of the Grantors that this deed grants to the Lenders and they shall be considered Lenders for all pertinent legal and contractual purposes.

NINETEENTH:    HEADINGS

        The headings and titles contained in this deed have been placed for convenience and reference only and do not amend or interpret the intention of the parties in any way nor affect any of the stipulations herein.

AUTHORITIES.    The authority of Mr. Antonio José Cussen Mackenna to represent ROYAL GOLD, INC. is stated in the power of attorney dated March 31, 2010, granted in the city of Denver, Colorado, United States of America, formalized in the Notary of Santiago of Mr. Andrés Rubio Flores on 9 April 2010. The authority of Mr. Antonio José Cussen Mackenna to represent HIGH DESERT MINERAL RESOURCES, INC. is stated in the power of attorney dated March 31, 2010, granted in the city of Denver, Colorado, United States of America, formalized in the Notary of Santiago of Mr. Andrés Rubio Flores on 9 April 2010. The authority of José Francisco Sanchez Drouilly and Hugo Sebastián Prieto Rojas to represent HSBC BANK USA, NATIONAL ASSOCIATION is stated in the power of attorney granted in the State of New York, United States of America on April 8, 2010, which, duly legalized, was formalized in the Notary of Santiago of Mr. René Benavente Cash. The authority of Mr. Antonio José Cussen Mackenna to represent ROYAL CHILE LIMITADA is stated in the power of attorney dated March 31, 2010, granted in the city of Denver, Colorado, United States of America, formalized in the Notary of Santiago of Mr. Andrés Rubio Flores on 9 April 2010. The authorities are not inserted, at the request of the parties, as they are known to the parties and to the attesting Notary. In witness whereof, the parties sign after reading, together with the attesting Notary. I issued a copy. I attest.

/s/ Antonio José Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for ROYAL GOLD, INC.

/s/ Antonio José Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for HIGH DESERT MINERAL RESOURCES, INC.

/s/ Jose Francisco Sanchez Drouilly
JOSE FRANCISCO SANCHEZ DROUILLY
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Hugo Sebastian Prieto Rojas
HUGO SEBASTIAN PRIETO ROJAS
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Antonio José Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for ROYAL GOLD CHILE LIMITADA

/s/ Sergio Orrego Flory
SERGIO ORREGO FLORY

/s/ María Elena Dörr Bulnes
MARÍA ELENA DÖRR BULNES

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Exhibit 10.47

COMMERCIAL PLEDGE ON EQUITY INTERESTS IN ROYAL GOLD CHILE LIMITADA BY ROYAL GOLD, INC. ET AL. TO HSBC BANK USA, NATIONAL ASSOCIATION

EX-10.48

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Exhibit 10.48

Free Translation

Journal N°16,102-2010

IRREVOCABLE COMMERCIAL COMMISSION

AMONG

ROYAL GOLD, INC. ET AL.

AND

HSBC BANK USA, NATIONAL ASSOCIATION

        In Santiago, Republic of Chile, on May 7, 2010, before me, RENÉ BENAVENTE CASH, attorney, Notary Public, Regular Notary of the Forty-Fifth Notarial Office of Santiago, domiciled in this city at Huérfanos 979, 7^th floor, there appear: Mr. ANTONIO JOSE CUSSEN MACKENNA, Chilean, married, commercial engineer, national identity card number 5,071,481-0, on behalf of, as shall be evidenced, ROYAL GOLD, INC., a company incorporated and existing under the laws of the State of Delaware, United States of America, taxpayer identification number 59,127,280-2, and HIGH DESERT MINERAL RESOURCES, INC., a company incorporated and existing under the laws of the State of Delaware, United States of America, taxpayer identification number 59,127,290-K, for these purposes all of them domiciled at Avda. Andrés Bello N° 2711, 16^th Floor, borough of Las Condes, Santiago, on the one hand; and as the other, JOSE FRANCISCO SANCHEZ DROUILLY, Chilean, married, attorney, national identity card number 6.866.519-1, and HUGO SEBASTIAN PRIETO ROJAS, Chilean, single, attorney, national identity card number 11.947.423-K, both on behalf, as shall be evidenced, "HSBC BANK USA, NATIONAL ASSOCIATION", a bank incorporated and existing according to the laws of the United States of America, hereinafter indistinctively also called the "Agent", acting pro se and on behalf of the "Lenders" defined in Section One below, all domiciled, for these purposes, at Magdalena 140, 20^th floor, borough of Las Condes, Santiago, the appearing parties of legal age, who I know for having evidenced their identities with the aforesaid identity cards, state:

FIRST:    BACKGROUND

        One. One.    On January 20, 2010, a Term Loan Facility Agreement (the "Term Loan Facility Agreement") was signed in the English language among ROYAL GOLD, INC., a United States company, as borrower, hereinafter indistinctively the "Main Borrower", ROYAL GOLD CHILE LIMITADA, a Chilean company, and RGLD GOLD CANADA, INC, and HIGH DESERT MINERAL RESOURCES, INC., foreign companies, as guarantors (hereinafter indistinctively the "Guarantors") or together with the Main Borrower, the "Credit Parties"; HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as lenders and together with other lenders that eventually acquire that status under the Term Loan Facility Agreement, indistinctively called the "Lenders", and also as an administrative agent on behalf of all Lenders ("Administrative Agent"), and HSBC SECURITIES (USA) INC., as sole lead arranger (Sole Lead Arranger), hereinafter indistinctively the "Sole Lead Arranger". Pursuant to the Term Loan Facility Agreement, both this instrument as well as the notes and several other instruments relating to the Term Loan Facility Agreement are included in the definition of Credit Documents, hereinafter the "Credit Documents". The Term Loan Facility Agreement was subsequently amended on March 26, 2010, by way of an instrument executed in the English language named "Amended and Restated Term Loan Facility Agreement". For the purposes of this instrument, the term "Term Loan Facility Agreement" shall hereinafter refer to the "Amended and Restated Term Loan Facility Agreement", and also include all amendments, supplements and/or restated texts that have been executed in the past or that may be executed in the future with respect to such instrument.

        One. Two.    Under the Term Loan Facility Agreement, the Lenders granted a loan to the Main Borrower for one hundred thirty million United States dollars, hereinafter the "Loan", which should be

used by the Main Borrower and RG Exchangeco, Inc., its subsidiary, to acquire all shares in INTERNATIONAL ROYALTY CORPORATION, a Canadian company. The funds from the Loan must be made available to the Main Borrower after all conditions established in Article V of the Term Loan Facility Agreement have been met.

        One. Three.    The Credit Documents contain several obligations owed to each of the Lenders and the Agent, all included in the definition of "Obligations" as defined in the Term Loan Facility Agreement, enforceable against the Main Borrower and the other Credit Parties. Such obligations will be hereinafter called the "Obligations" and they include, for example, the payment of principal, interest, expenses, expenditures, reimbursements and indemnity obligations as well as all other amounts and fulfillment of all other obligations assumed, such as, merely by way of example and not limitation: (i) The "Affirmative Covenants" set down in Article VI of the Term Loan Facility Agreement, whereby the Credit Parties promised to complete several actions during the terms of the Obligations, including those indicated in Section 6.16, consisting of executing a series of collateral agreements defined in the Term Loan Facility Agreement as the "Chilean Security Documents", hereinafter the "Chilean Security", which include: (a) the pledge on equity interests in ROYAL GOLD CHILE LIMITADA by the partners therein, as executed in the public deed signed on the date herewith before the attesting notary; (b) the pledge on royalty rights or royalties held by ROYAL GOLD CHILE LIMITADA regarding the mining projects known as Pascua-Lama, El Toqui and Andacollo, all included in the definition of "Material Royalties" as defined in the Term Loan Facility Agreement; (c) a public deed of surety and joint and several co-debt; and (d) any other security associated or related to the foregoing. The Chilean Security must be executed in terms formally and substantively acceptable to the Agent no later than May 28, 2010, and any notice in regard thereto must also be delivered no later than June 28, 2010. A legal opinion of the counsel to ROYAL GOLD CHILE LIMITADA must also be delivered in this latter period of time on the signature and perfecting of the aforesaid Material Royalties pledges; (ii) The "Negative Covenants" assumed by the Credit Parties in Article VII of the Term Loan Facility Agreement; (iii) The "Guaranty" granted according to Article XI of the Term Loan Facility Agreement by which each Guarantor undertook unconditionally and irrevocably to be the surety and joint and several co-debtor of full and timely payment of any and all of the Obligations, either at original maturity or upon acceleration.

        One. Four.    The Term Loan Facility Agreement is subject to the laws of the State of New York, United States of America, and the parties thereto have submitted the resolution of any dispute, claim, action or procedure that may arise in relation to the Term Loan Facility Agreement to the jurisdiction of the State or Federal Courts sitting in New York City, State of New York, United States of America.

SECOND:    COMMISSION AND SPECIAL POWER OF ATTORNEY FROM PRINCIPALS

        Two. One.    As stated in the preceding clause, in order to guarantee the full, complete and timely compliance of the Obligations, ROYAL GOLD, INC. and HIGH DESERT MINERAL RESOURCES, INC. established in favor of the Agent a commercial pledge (hereinafter the Pledge) on their respective equity interests in ROYAL GOLD CHILE LIMITADA, a limited liability company duly incorporated and in good standing in accordance with the laws of the Republic of Chile, taxpayer identification number 76.763.240-1, incorporated by public deed executed on January 11, 2007 in the Santiago Notarial Office of Mr. Raúl Undurraga Lazo. An abstract of such deed was published in the Official Gazette on February 9, 2007 and registered on page 5752, number 4347, of the 2007 Commercial Registry of Santiago. It is hereinafter called the Company. Furthermore, a second transitory article was added to the by-laws of the Company by deed executed on the date herewith before the attesting notary which stipulated that if, as a consequence of an Event of Default as defined in the Term Loan Facility Agreement, the Lenders or Agent foreclose the pledge or file any other procedure, the outcome of which signifies that the equity interests in the Company will be auctioned publicly, ROYAL GOLD, INC. and HIGH DESERT MINERAL RESOURCES, INC. hereby grant their unconditional and irrevocable prior authorization pursuant to Article 404.3 of the Commercial Code or whatever article succeeds or replaces it and, therefore, their consent to the foreclosure of the Pledge according to the applicable legal procedures; and that the awardees of the respective equity

interests in the Company will become partners therein and substitute for them in the performance of the functions corresponding thereto in the management of the Company. Both ROYAL GOLD, INC. as well as HIGH DESERT MINERAL RESOURCES, INC. undertook to sign the corresponding deeds of assignment of equity interests and amendment of by-laws.

        Two. Two.    The parties, on behalf of ROYAL GOLD, INC. and HIGH DESERT MINERAL RESOURCES, INC., hereinafter called the "Principals", under due authorization hereby confer an irrevocable commercial commission or power of attorney in order to facilitate execution of the deeds of assignments of interests indicated in Section Two. One above, and they grant a special power of attorney, but as broad as necessary by law, to the Agent in order for the Agent, acting through its duly empowered attorneys or representatives or through the persons it designates to such end, and in the name and on behalf thereof, to be able to sign the public deeds of assignment of interests and amendment of by-laws of the Company in order to reflect the assignment and transfer of the equity interests in the Company owned by each of the Principals because of the foreclosure of the Pledge, according to the procedure in Decree Law 776 of December 19, 1925 or the applicable rules of law. The exact text of the deeds of by-law amendment will be determined by the court intervening in the involuntary sale of the corporate interests or, in absence thereof, by the Agent, in which case it may not extend to other aspects except those strictly necessary to perfect the valid transfer of the corporate interests to the awardees thereof. This commercial commission will include and extend to any corporate interests, actions or other equity rights substituting or replacing the equity interests in the Company, either by merger, division, transformation or any other form of restructuring of the Company or for another reason.

        Two. Three    Each Principal expressly declares that given the nature of this commission, it hereby releases the attorney from the obligation to render an account and further accepts and assumes that the Agent shall have no liability of any type if all or part thereof cannot be completed thereby for any cause or reason, and it hereby releases the Agent from any such liability. It is further stipulated that any default by a Principal on the obligations assumed herein at any time whatsoever shall entitle the Agent to resign, ipso facto and immediately, all or part of the requested commissions, as the agent deems pertinent, without any type of liability, which each Principal hereby accepts, notwithstanding giving written notice to the Principals about the resignation.

THIRD:    IRREVOCABLE NATURE OF THE COMMISSION

        The commission granted herein by each Principal is entirely irrevocable according to Article 241 of the Commercial Code until the obligations secured by the Pledge have been completely fulfilled because it has been agreed to be to the benefit of the mutual interests of the Principals and the Agent, as the representative of the Lenders. The commission may only terminate by resignation of the attorney having notified by certified letter to each Principal 30 days in advance of the date when the resignation is to take effect or by extinguishment of the Pledge and by the extinguishment of the guaranteed Obligations.

FOURTH:    NO FEE

        The commission agent shall not receive any fee from the Principals for fulfilling the commissions established in this deed and it shall be liable for ordinary negligence. All expenses, notarial fees, taxes and disbursements accruing or arising out of performance of these commissions shall be the exclusive expense of the Principals, in proportion to their equity interests in the Company.

FIFTH:    ACCEPTANCE OF THE COMMISSION

        The Agent hereby expressly accepts the commission and special power of attorney set down herein in the terms indicated above, in the name and on behalf of each of the Principals, and promises to fulfill it faithfully.

SIXTH:    PROCESS AGENT

        Each of the Principals grants a special, irrevocable power of attorney to Sergio Orrego Flory, Chilean, married, lawyer, national identity card number 7,051,727-2 and to María Elena Dörr Bulnes Chilean, single, lawyer, national identity card number 8,459,196-3, in order for any one thereof, acting indistinctively and separately, to receive on their behalf judicial and/or extrajudicial notifications and requests in any action, procedure or lawsuit relating to the contract set down in this deed and the secured obligations, regardless of the procedure applicable or the court or authority entrusted with the hearing thereof. Therefore, upon notification or request to the attorney-in-fact, the Principal shall be deemed validly served in such action, procedure or lawsuit. In exercising this irrevocable power of attorney, the attorneys-in-fact shall be amply empowered to represent each of the Principals judicially, which includes receiving any type of notification, answering claims and acting with the judicial powers contained in both subparagraphs of Article Seventh of the Code of Civil Procedure, which are deemed expressly stated. Each of the Principals expressly represents that the power of attorney set down in this clause is irrevocable in the terms of Article 241 of the Commercial Code because the execution thereof is of interest to the Lenders. Present in this act are Sergio Orrego Flory and Maria Elena Dörr Bulnes, both domiciled, for these purposes, in this city at Avda. Andrés Bello 2711, 16^th floor, borough of Las Condes, of legal age, who evidenced their identity by the aforesaid identity cards and declare that they accept the power of attorney granted thereto in this Section and promise not to resign it without written consent of the Agent.

SEVENTH:    NO LIMITATION

        The agreement set down herein shall not be considered under any circumstances to be an amendment, substitution or limitation of the rights granted to the Lenders under the Term Loan Facility Agreement.

EIGHTH:    FURTHER COMMITMENTS

        Each of the Principals undertakes to make the representations and carry out all such actions in time and form at the expense thereof that the Agent may reasonably request or consider it necessary to allow the Agent to exercise this power of attorney adequately. To such end, each Principal undertakes to execute all such instruments, documents and contracts, obtain all consents, approvals and other authorizations necessary to create the power of attorney granted herein legally and validly, without committing a contractual or legal default, and undertakes to give all notices and instructions that the Agent may consider necessary.

NINTH:    DOMICILE

        For all legal purposes derived from this deed, each of the Principals elects its domicile as Santiago and submits to the jurisdiction of the ordinary courts of justice sitting and with venue in the borough of Santiago, Chile. This power of attorney is governed by the laws and other regulations and provisions in effect in the Republic of Chile.

TENTH:    EXPENSES; SUPPLEMENTAL DEEDS

        The expenses, taxes, notarial and registration fees relating to the execution or registration of this deed as well as those resulting from supplemental public deeds that might have to be executed in order to clarify, rectify or amend this deed, will be paid by the Principals and each thereof grants a special and irrevocable power of attorney to Sergio Orrego Flory and María Elena Dörr Bulnes in order for any one thereof, acting with a representative of the Agent on behalf thereof, to be able to draft any text necessary to correct this public deed and attain the full effectiveness hereof. In use of their attributions, the representatives may correct and rectify the contents of this deed, the identification of the parties and/or the Company, or complete the data necessary for perfection of the agreements stipulated by the parties. Similarly, the representatives are empowered to execute those texts to public deed and register them in the respective registries together with this deed.

ELEVENTH:    HEADINGS

        The headings and titles contained in this deed have been placed for convenience and reference only and do not amend or interpret the intention of the parties in any way nor affect any of the stipulations herein.

AUTHORITIES.    The authority of Antonio José Cussen Mackenna to represent ROYAL GOLD, INC. is set down in the power of attorney granted in Denver, Colorado, United States of America, on March 31, 2010 which, after due legalization, was filed on April 9, 2010 with the Notary of Santiago of Mr. Andrés Rubio Flores. The authority of Antonio Cussen Mackenna to represent HIGH DESERT MINERAL RESOURCES, INC. is set down in the power of attorney granted in Denver, Colorado, United States of America, on March 31, 2010 which, after due legalization, was filed on April 9, 2010 with the Notary of Santiago of Mr. Andrés Rubio Flores. The authority of José Francisco Sanchez Drouilly and Hugo Sebastián Prieto Rojas to represent HSBC BANK USA, NATIONAL ASSOCIATION, is set down in the power of attorney granted in New York on April 8, 2010 which, after due legalization, was filed on April 19, 2010 in the Santiago Notary of Mr. René Benavente Cash. The authorities are not inserted, at the request of the parties, as they are known to the parties and to the attesting Notary. In witness whereof, the parties sign after reading, together with the attesting Notary. I issued a copy. I attest.

/s/ Antonio Jose Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for ROYAL GOLD, INC.

/s/ Antonio Jose Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA]
for HIGH DESERT MINERAL RESOURCES, INC.

/s/ Jose Francisco Sanchez Drouilly
JOSE FRANCISCO SANCHEZ DROUILLY
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Hugo Sebastian Prieto Rojas
HUGO SEBASTIAN PRIETO ROJAS
for HSBC BANK USA, NATIONAL ASSOCIATION

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Exhibit 10.48

IRREVOCABLE COMMERCIAL COMMISSION AMONG ROYAL GOLD, INC. ET AL. AND HSBC BANK USA, NATIONAL ASSOCIATION

EX-10.49

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Exhibit 10.49

Free Translation

Journal N°16,103-2010

AGREEMENT ON SURETY AND JOINT AND SEVERAL CO-DEBT

ESTABLISHED BY

ROYAL GOLD CHILE LIMITADA

IN FAVOR OF

HSBC BANK USA, NATIONAL ASSOCIATION

        In Santiago, Republic of Chile, on May 7, 2010, before me, RENE BENAVENTE CASH, attorney, Notary Public, Regular Notary of the Forty-Fifth Notary Office of Santiago, domiciled in this city at Huérfanos 979,7^th floor, there appear:

        Mr. ANTONIO JOSE CUSSEN MACKENNA, Chilean, married, commercial engineer, on behalf of, as shall be evidenced, ROYAL GOLD CHILE LIMITADA, a limited liability company incorporated and existing according to the laws of the Republic of Chile, taxpayer identification number 76,763,240-1, hereinafter indistinctively also called the "Surety and Joint and Several Co-debtor", both domiciled in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, Santiago, on the one hand; and on the other hand, JOSE FRANCISCO SANCHEZ DROUILLY, Chilean, married, attorney, national identity card number 6.866.519-1, and HUGO SENASTIAN PRIETO ROJAS, Chilean, single, attorney, national identity card number 11,947,423-k, both on behalf, as shall be evidenced, "HSBC BANK USA, NATIONAL ASSOCIATION", a bank incorporated and existing according to the laws of the United States of America, hereinafter indistinctively also called the "Agent", acting pro se and on behalf of the "Lenders" defined in Section One below, all domiciled, for these purposes at Magdalena 140, 20^th floor, borough of Las Condes, Santiago; the parties of legal age, whom I know because they have evidenced their identities to me by the aforesaid identity cards, and who state:

FIRST:    BACKGROUND AND SECURED OBLIGATIONS

        One. One.    On January 20, 2010, a Term Loan Facility Agreement (the "Term Loan Facility Agreement") was signed in the English language among ROYAL GOLD, INC., an American company, as borrower, hereinafter indistinctively the "Main Borrower", ROYAL GOLD CHILE LIMITADA, a Chilean company, and RGLD GOLD CANADA, INC, and HIGH DESERT MINERAL RESOURCES, INC., foreign companies, as guarantors (hereinafter indistinctively the "Guarantors") or together with the Main Borrower, the "Credit Parties"; HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as lenders and together with the other lenders that eventually acquire that status under the Term Loan Facility Agreement, indistinctively called the "Lenders", and also as administrative agent on behalf of all Lenders (in such capacity, the "Administrative Agent"), and HSBC SECURITIES (USA) INC., as sole lead arranger ("Sole Lead Arranger"). Pursuant to the Term Loan Facility Agreement, both this instrument as well as the notes and several other instruments relating to the Term Loan Facility Agreement are included in the definition of Credit Documents hereinafter the "Credit Documents". The Term Loan Facility Agreement was subsequently amended on March 26, 2010, by way of an instrument executed in English language named "Amended and Restated Term Loan Facility Agreement". For the purposes of this instrument, the term "Term Loan Facility Agreement" shall hereinafter refer to the Amended and Restated Term Loan Facility Agreement, and also include all amendments, supplements and/or restated texts that have been executed in the past or that may be executed in the future with respect to such instrument.

        One. Two.    Under the Term Loan Facility Agreement, the Lenders granted a loan to the Main Borrower for one hundred thirty million United States dollars, hereinafter the "Loan", which should be used by the Main Borrower and RG Exchangeco, Inc., its subsidiary, to acquire all shares in INTERNATIONAL ROYALTY CORPORATION, a Canadian company. The funds from the Loan must be made available to the Main Borrower after all conditions established in Article V of the Term Loan Facility Agreement have been met.

        One. Three.    The Credit Documents contain several obligations owed to each of the Lenders and the Agent, all included in the definition of Obligations as defined in the Term Loan Facility Agreement, enforceable against the Main Borrower and the other Credit Parties. Such obligations will be hereinafter called the "Obligations" and they include, for example, the payment of principal, interest, expenses, expenditures, reimbursements and indemnity obligations as well as all other amounts and fulfillment of all other obligations assumed, such as, merely by way of example and not limitation: (i) The "Affirmative Covenants" set down in Article VI of the Term Loan Facility Agreement whereby the Credit Parties promised to complete several actions during the term of the Obligations, including those indicated in Section 6.16, consisting of executing several collateral agreements defined in the Term Loan Facility Agreement as the Chilean Security Documents, hereinafter the "Chilean Security", which include: (a) the pledge on equity interests in ROYAL GOLD CHILE LIMITADA by the partners therein; (b) the pledge on royalty rights or royalties held by ROYAL GOLD CHILE LIMITADA regarding the mining projects known as Pascua-Lama, El Toqui and Andacollo, all included in the definition of "Material Royalties" as defined in the Term Loan Facility Agreement; (c) this public deed of surety and joint and several co-debt; and (d) any other security associated or related to the foregoing. The Chilean Security must be executed in terms formally and substantively acceptable to the Agent no later than May 28, 2010, and any notice in regard thereto must also be delivered no later than June 28, 2010. A legal opinion of the counsel to ROYAL GOLD CHILE LIMITADA must also be delivered in this latter period of time on the signature and perfecting of the aforesaid Material Royalties pledges; (ii) The "Negative Covenants" assumed by the Credit Parties in Article VII of the Term Loan Facility Agreement; (iii) The Guaranty granted according to Article XI of the Term Loan Facility Agreement by which each Guarantor undertook unconditionally and irrevocably to be the surety and joint and several co-debtor of full and timely payment of any and all of the Obligations, either at original maturity or upon acceleration.

        One. Four.    The Term Loan Facility Agreement is subject to the laws of the State of New York, United States of America, and the parties thereto have submitted the resolution of any dispute, claim, action or procedure that may arise in relation to the Term Loan Facility Agreement to the jurisdiction of the State or Federal Courts sitting in New York City, State of New York, United States of America.

SECOND:    REPRESENTATIONS

        Royal Gold Chile Limitada hereby acknowledges the existence, validity and efficacy of the Obligations set down in the Term Loan Facility Agreement and/or in the other Credit Documents indicated in Section One above. Royal Gold Chile Limitada further hereby expressly acknowledges and ratifies the surety and joint and several co-debt (the Guaranty) that it assumed according to the Term Loan Facility Agreement, as set down in Article XI thereof, and it represents that the surety and joint and several co-debt granted by this deed must be understood to be additional to, separate and independent from the Guaranty, which remains in force and fully enforceable on its own terms.

THIRD:    SURETY AND JOINT AND SEVERAL CO-DEBT

        In order to guarantee the full, effective and timely payment of the Obligations assumed now or in the future under the Term Loan Facility Agreement and/or any other Credit Document as well as any other obligation of the Main Borrower and/or the Guarantors owed to the Lenders under the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and/or any other Credit Document, the Surety and Joint and Several Co-debtor, represented in the manner stipulated in the preamble, hereby agrees and concurs that it will personally, unconditionally, irrevocably and absolutely guarantee the Lenders, represented by the Agent, and hereby becomes a surety and joint and several co-debtor of all and any of the other Credit Parties, including the Main Borrower and the other Guarantors, hereinafter all jointly and indistinctively called the "Borrowers", in regard to, fulfillment of each and every one of the Obligations assumed now or in the future by the Borrowers in respect of the Lenders under the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement. Notwithstanding the other rights available to the Lenders pursuant to the law in regard to the content and scope of this surety and joint and several co-debt, it is agreed: (i) that this surety and joint and several co-debt shall be governed by the stipulations agreed below and otherwise by the provisions on sureties, solidarity and common law contained in the Commercial Code of Chile; (ii) by this surety and joint and several co-debt, the Surety and Joint and Several Co-Debtor secures payment to the Lenders of all obligations indicated in Section One, whether performance can be required on the agreed dates or earlier; (iii) the Surety and Joint and Several Co-Debtor also secures performance of obligations by set-off, i.e. the corresponding damage indemnity decreed by any court in the country and/or abroad, as the case may be; and payment of all accessories to the Obligations, such as interest, including default interest, commissions, taxes, remunerations, charges, costs, judicial or extrajudicial collection expenses, including attorneys' fees, insurance premiums, any other disbursements that the Lenders have made that originate in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement or this surety and joint and several co-debt; (iv) the Surety and Joint and Several Co-Debtor also secures fulfillment of conditional, term and future obligations originating in the Term Loan Facility Agreement, any other Credit Documents and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement. The Surety and Joint and Several Co-Debtor hereby waives in favor of the Lenders the right or possibility of retraction, in the case of future obligations, before the main obligation enters into force, pursuant to article 2339 of the Civil Code of Chile; (v) the Surety and Joint and Several Co-Debtor also secures fulfillment of all obligations owed by the Borrowers to the Lenders because of extensions, renewals, amplifications or other amendments made to the Term Loan Facility Agreement and/or any other Credit Document. For these purposes, the Surety and Joint and Several Co-Debtor irrevocably and unconditionally accepts any amplification, extension, renewal, acceleration or amendment to the Term Loan Facility Agreement, any other Credit Document and/or any of the obligations arising therefrom such as, for example, in relation to amount, place of payment, conditions assessable thereon, modes determining them, amplification or renewal of periods and establishment of new periods agreed upon by the Borrowers; and a waiver in favor of the Lenders of any right, motion, allegation or defense relating to this matter, in particular the right granted regarding the surety in Article 1649 of the Chilean Civil Code in the case of a mere extension in the term; and (vi) the Surety and Joint and Several Co-Debtor further secures payment of any marketable securities documenting now or in the future, in Chile or abroad, the Obligations originating in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; and the payment of marketable securities that might be signed, accepted or endorsed in renewal, replacement or addition to other previous ones because of the amplifications, extensions, renewals or amendments mentioned in the preceding number. Furthermore, to the extent not contrary to the laws of the Republic of Chile and without prejudice to the foregoing, Royal Gold Chile Limitada further undertakes to indemnify the Lenders, the Agent and/or the Sole Lead Arranger for any cost, loss or damage suffered by any thereof should any of the

Obligations be declared illegal, void or otherwise ineffective, unenforceable or non-binding now or in the future. Such indemnity must redress the equivalent to what the indemnitee could have obtained by fulfillment of the secured obligation.

FOURTH:    RIGHTS

        The Lenders are empowered, without any need to notify or obtain the acceptance of the Surety and Joint and Several Co-Debtor nor affecting the validity or enforceability of this surety and joint and several co-debt nor establishing any extinguishment, limitation, impairment or release of the obligations of the Surety: (i) to agree at any time with the Borrowers to renewals, extensions or other amendments of the Obligations, whether they have been stipulated originally in the Term Loan Facility Agreement or introduced thereafter, such as, for example, the place of payment, conditions, terms, modes or other conditions that may be assessed thereon, acceleration or other circumstances of payment; (ii) to settle, submit to arbitration, waive or pardon the Obligations, accept or reject any offer of fulfillment thereof, agree to novations or substitutions of the Obligations or subordinate the payment thereof to any other obligation; (iii) to agree to other sureties or other collateral or security in guarantee of the Obligations arising from the Term Loan Facility Agreement or to secure the obligations originating in this agreement on surety and joint and several co-debt; (iv) to waive, exchange, submit to arbitration, subordinate or modify, with or without reason, any collateral or security of the Borrowers or third parties securing fulfillment of the Obligations arising from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) to determine, at their discretion, the order in which they will enforce the collateral or security securing performance of the Obligations arising from the Term Loan Facility Agreement, the other Credit Documents and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement or this agreement of surety and joint and several co-debt and the exercise of the rights available thereto as a result, even though this impairs or extinguishes any right to reimbursement or subrogation or any other right or action available to the Surety and Joint and Several Co-Debtor in respect of the Borrowers or another surety or Surety and Joint and Several Co-Debtor of such obligations; and (vi) to allocate, at their discretion, the proceeds of the liquidation of any collateral or security, including of third parties, to payment of any of the Obligations due now or in the future under the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to Lenders under the Term Loan Facility Agreement.

FIFTH:    OTHER AGREEMENTS

        The parties agree, and the Surety and Joint and Several Co-Debtor in particular accepts, that the obligations arising therefor under this guaranty shall not be subject to any condition. They are irrevocable, absolute and separate from any other circumstance other than default or delay by the Borrowers. And they shall only be deemed fulfilled when the Obligations have been fully and effectively fulfilled in the same terms in which the Borrowers should fulfill them. For these purposes, notwithstanding the other rights available to the Lenders pursuant to the law in regard to the content and scope of this surety and joint and several co-debt, the Surety and Joint and Several Co-Debtor: (i) waives the benefit of discussion in article 2357 of the Chilean Civil Code in favor of the Lenders. Consequently, the Lenders shall not have to first sue or make requests extrajudicially to any of the Borrowers under the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement in order to enforce this surety and joint and several co-debt, nor must the Surety and Joint and Several Co-Debtor be sued previously in order to obtain the foreclosure of the collateral or security granted thereby to secure the Obligations; (ii) may not require that the Lenders request payment formally, judicially or extrajudicially, from the Borrowers, other sureties, joint and several co-debtors and other third parties who have also established collateral or security in favor of the Lenders in guarantee of the Obligations or that a suit be filed previously for the foreclosure of such collateral; (iii) nor may the Surety and Joint and Several Co-Debtor require that the Lenders first exercise other actions or rights, regardless of the nature thereof; (iv) waives all motions, allegations or defenses relating to, or based on, the legal inexistence of the Borrowers, their lack of procedural capacity or the voidance of the incorporation of

any thereof as a juristic person; the voidance, legal ineffectiveness or unenforceability of the Term Loan Facility Agreement and any such contracts and instruments signed and delivered to the Lenders under the Term Loan Facility Agreement, for any reason, provided they are not contrary to the laws of the Republic of Chile, or on the lack of authority of the representatives thereof upon execution; on the legal ineffectiveness of this agreement of surety and joint and several co-debt for any reason or the omission or insufficiency of agreements or authorizations required for such purpose; on the legal ineffectiveness of the Obligations; on the occurrence or omission of any deed or act or a delay in the performance thereof as a consequence of which the risk assumed by the surety and joint and several co-debtor could be in any form or measure modified; or on the fact that the Borrowers' liability ceased for any reason other than full and effective payment of the Obligations; (v) also waives any motion, allegation or defense by which it seeks to limit its liability as surety and joint and several co-debtor, notwithstanding that such waiver does not comprehend the Surety and Joint and Several Co-Debtor's right to oppose the claim by bringing any pleas that result from the nature of the obligation and any personal plea, in accordance with Article 1520 of the Civil Code; (vi) also waives any motion, allegation or defense based on the fact that the Lenders enforced another collateral and as a result, or for any other reason, the Surety and Joint and Several Co-Debtor has forfeited the possibility of subrogating legally or voluntarily for the rights of the Lender; or of being reimbursed by the Borrowers; or of enforcing any collateral or security against the Borrowers or other sureties and joint and several co-debtors of the Obligations; (vii) also waives any motion, allegation or defense based on the fact that the Lenders have committed a deed or act or omission or delay as a consequence of which the Surety and Joint and Several Co-Debtor has been fully or totally unable to subrogate legally or voluntarily for the rights of the Lenders in respect of the Borrowers or any other person who has secured the Obligations. For these purposes, the Surety and Joint and Several Co-Debtor waives the right granted thereto by article 2355 of the Chilean Civil Code to the benefit of the Lenders; (viii) also waives any motion, allegation or defense based on the fact that the Lenders did not exercise any right, action, claim, request or remedy regarding the Obligations or this surety and joint and several co-debt or other security stipulated in guarantee of the Term Loan Facility Agreement; or on the fact that the Lenders could not or were not able to exercise them because there is or was a judicial decision suspending, forbidding or extinguishing the exercise of such rights, actions, claims or remedies. The Surety and Joint and Several Co-Debtor expressly waives the right granted thereto in article 2356 of the Chilean Civil Code to the benefit of the Lenders and will always be liable in the cases stipulated in such article, even if any of the Borrowers becomes insolvent; (ix) also waives filing to its benefit any motion, allegation, defense, cross-claim, compensation or any action or personal right that may be available to the Borrowers in respect of the Lenders in relation to the Obligations; (x) further waives all motions, allegations or defenses based on the omission of any proceeding that might be necessary in order to perfect or keep this surety and joint and several co-debt in effect or be able to collect, judicially or extrajudicially, any marketable securities that might document the Obligations, such as protests, notification of protests, of renewals, extensions or amendments or any other agreement of the parties to the Term Loan Facility Agreement, another Credit Document and all such contracts and instruments signed and delivered to the Lenders under the Term Loan Facility Agreement, not even under the pretext that they are or were necessary to keep the liability of the Surety and Joint and Several Co-Debtor in effect; (xi) further waives, in favor of the Lenders, any motion, allegation or personal defense, regardless of its factual or legal basis, whether invoked in situations allowing the application of the theory of unforeseeability, allegations of unjust enrichment or other reasons of any nature by which the intent is to delay or weaken the exercise of the rights and actions of the Lenders. The Surety and Joint and Several Co-Debtor waives, for example, without limiting the foregoing, exercising the legal right of retention and invoking compensation judicially and extrajudicially as a way of extinguishing the Obligations or its obligations arising from this agreement on surety and joint and several co-debt; and (xii) undertakes not to exercise any action or right against any of the Borrowers until they have made full and complete payment of all obligations described in section one to the Lenders, including, but not limited to, a reimbursement action that may be available to the Surety and Joint and Several Co-Debtor to recover what it has paid on behalf of any of the Borrowers under the Term Loan Facility Agreement and all such contracts and instruments signed and delivered to the Lenders under the Term

Loan Facility Agreement, any action or right available thereto by legal or conventional subrogation or the right to claim a damage indemnity according to general rules.

SIXTH:    RULES ON EXTINGUISHMENT OF OBLIGATIONS

        Any obligation of payment contained in or resulting from the enforceability and exercise of this surety and joint and several co-debt, whether in regard to the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments signed and delivered to the Lenders under the Term Loan Facility Agreement, shall only be extinguished by payment thereof in the foreign currency corresponding under the Term Loan Facility Agreement. Therefore, the payment obligations payable, by court decision, in a currency other than the currency corresponding under the Term Loan Facility Agreement will be extinguished only up to the amount that the Lenders can acquire of such foreign currency using said currency according to normal, reasonable banking practices. If the sum of the foreign currency thus acquired is less than the sum owed under the Term Loan Facility Agreement or any of the contracts and instruments signed and delivered to the Lenders thereunder, the obligor, particularly the Surety and Joint and Several Co-Debtor, in the manner indicated in the preamble, unconditionally undertakes to redress the Lenders for such loss and difference as a distinct, separate obligation, despite said court decision.

SEVENTH:    ACCELERATION

        The Surety and Joint and Several Co-Debtor, duly represented as indicated in the preamble, hereby accepts and agrees to the benefit of the Lenders that the occurrence of any Event of Default, as defined in Section VIII of the Term Loan Facility Agreement, hereinafter an "Event of Default", may cause the immediate, irrevocable acceleration of the Obligations or instruments documenting them, as if due, and therefore, of the surety and joint and several co-debt established in section three, together with interest and expenses pertaining thereto, and any and all of the collection and/or other actions available under the Term Loan Facility Agreement and all such contracts and instruments signed and delivered to the Lenders thereunder and hereunder may be filed against the Surety and Joint and Several Co-Debtor according to the general rules of law.

EIGHTH:    ALLOCATION OF PAYMENTS

        The Surety and Joint and Several Co-Debtor expressly, formally and irrevocably authorizes the Lenders to allocate any type of deposit or securities that the Lenders have or receive from the Surety and Joint and Several Co-Debtor toward payment of the Obligations should any of the Borrowers become delinquent or simply delay in the payment of any of the Obligations set down in the Term Loan Facility Agreement, the other Credit Documents and/or any of the contracts and instruments signed and delivered to the Lenders under the Term Loan Facility Agreement that are jointly and severally guaranteed hereby or that any thereof has accelerated. This will cause the total or partial extinguishment, as relevant, of such obligations owed to the Lenders. The foregoing is without prejudice to any other right that the law or administrative rules may confer or grant to the Lenders.

NINTH:    GOVERNING LAW AND JURISDICTION

        The surety and joint and several co-debt established herein shall be governed by, and construed according to, the laws of the Republic of Chile. To the benefit of the Lenders, the Surety and Joint and Several Co-Debtor hereby submits irrevocably to the venue of the courts sitting in the borough of Santiago, Chile, in relation to any action or procedure derived from or relating to this deed. For these purposes, the Surety and Joint and Several Co-Debtor elects its domicile as the city and borough of Santiago, Chile. The provisions in this clause do not preclude nor affect the determination of jurisdiction in which the Lenders must file any action or procedure against the Borrowers under the Term Loan Facility Agreement or any of the contracts and instruments signed and delivered to the Lenders thereunder. Any action or procedure by the Surety and Joint and Several Co-Debtor against the Lenders because or on occasion of or in relation to the Term Loan Facility Agreement and all such contracts and instruments signed and delivered to the Lenders under the Term Loan Facility

Agreement must be filed before the Courts indicated in the Term Loan Facility Agreement. The Surety and Joint and Several Co-Debtor hereby expressly and irrevocably waives any defense or motion regarding the incompetence of such courts. This notwithstanding, the Surety and Joint and Several Co-Debtor declares that it knows, understands and accepts that this stipulation inures to the benefit of the Lenders and, therefore, none of the Lenders will be impeded from filing an action or procedure against the Borrowers under the Term Loan Facility Agreement or any of the contracts and instruments signed and delivered to the Lenders thereunder before any other court with jurisdiction or venue. The Lenders may, to the extent allowed by law, file actions simultaneously in several jurisdictions.

TENTH:    COSTS AND EXPENSES

        All expenses, costs and notary fees as well as any disbursement of any nature relating to the execution or registration of this deed as well as those resulting from supplemental public deeds that might have to be executed in order to clarify, rectify or amend this deed and all those corresponding to the cancellation or enforcement of this surety and joint and several co-debt will be paid by ROYAL GOLD CHILE LIMITADA.

ELEVENTH:    POWER OF ATTORNEY

        The Surety and Joint and Several Co-Debtor, represented in the manner indicated in the preamble, grants a special, irrevocable power of attorney to Sergio Orrego Flory, Chilean, married, attorney, national identity card number 7,051,727-2 and María Elena Dörr Bulnes, Chilean, single, attorney, national identity card number 8,459,196-3, in order for any one thereof, acting indistinctively and separately, to receive on its behalf judicial and/or extrajudicial notifications in any action, lawsuit or procedure, regardless of the procedure applicable or the court or authority hearing the case. In exercising this irrevocable power of attorney, the attorneys-in-fact shall be amply empowered, each acting indistinctively and separately, to represent the Surety and Joint and Several CO-Debtor judicially, which includes receiving any type of notification, answering claims and acting with the judicial powers contained in both subparagraphs of Article Seven of the Code of Civil Procedure of Chile, which are deemed expressly set out.

TWELFTH:    ACCEPTANCE OF THE POWER OF ATTORNEY

        Present in this act are Sergio Orrego Flory and María Elena Dörr Bulnes, both domiciled, for these purposes, in this city at Avda. Andrés Bello N°2711, 16^th floor, borough of Las Condes, Santiago, of legal age, who evidence their identity by the aforesaid identity cards and declare that they accept the irrevocable power of attorney granted thereto in the preceding clause and promise not to resign it without prior written consent of the Lenders in whose benefit it has been granted.

THIRTEENTH:    ACCEPTANCE OF THE SURETY AND JOINT AND SEVERAL CO-DEBT

        The Lenders, represented in the manner indicated in the preamble, accept the establishment of this surety and joint and several co-debt to their benefit.

FOURTEENTH:    NO AMENDMENT

        This agreement shall not be considered under any circumstances to be an amendment, substitution or limitation of the rights granted to the Lenders under the Term Loan Facility Agreement, the other Credit Documents and/or the other instruments to be executed in favor of the Lenders in accordance with one or the other. This surety and joint and several co-debt is also granted and is without prejudice to any other collateral or guaranty existing now or in the future that may be granted or established in favor of the Lenders, in particular, the Guaranty established by the Surety and the Joint and Several Co-Debtor in the Term Loan Facility Agreement, as discussed in Section 2 above. Consequently, the rights and actions granted to the Lenders by this deed are not exclusive, will be additional to and separate from all other rights and actions available thereto under the Term Loan Facility Agreement, the other Credit Documents and/or the other instruments to be granted pursuant to one or the other in favor of the Lenders.

FIFTEENTH:    FURTHER REPRESENTATION

        The Surety represents that the acts and contracts contained in this instrument as well as the exercise of the rights that may derive therefrom have not been, nor are they subject to, taxes or other similar charges. Accordingly, the Lenders may freely exercise such rights without any restriction. The taxes that may be assessed on the payment of the Obligations pursuant to Chilean law, as well as any other tax, tribute, assessment, duty, charge, withholding, remuneration, cost increase, finance charge, reimbursable expense, disbursement and any other sum, including reasonable fees and expenses that must eventually be incurred because of judicial or extrajudicial performance and collection actions, are the exclusive liability of the Surety and Joint and Several Co-Debtor.

SIXTEENTH:    SCOPE OF THIS GUARANTY

        The surety and joint and several co-debt established herein shall benefit the Lenders, while the rights granted may be exercised by the Lenders and their successors, assigns or endorsees in the Term Loan Facility Agreement and the instruments that may document the Obligations as well as by the legal or voluntary subrogates to their rights. Such successors, assigns or endorsees and the legal or voluntary subrogates to the rights thereof shall have the same rights and benefits against the Borrowers and the Surety and Joint and Several Co-Debtor that this deed grants the Lenders and they shall be considered Lenders for all purposes.

SEVENTEENTH:    ACKNOWLEDGEMENT

        The Surety and Joint and Several Co-Debtor acknowledges the Obligations described in Section One hereof, and represents that it shall recognize, in any collection of the Obligations after the occurrence and continuation of an Event of Default that is not repaired or waived, this deed as sufficient title to collect such Obligations. It is stipulated that any obligation for which payment is agreed in a foreign currency shall be deemed extinguished only up to the amount that the Lenders have received in such freely convertible and available currency or if the payment is made in another currency, only up to the amount with which the foreign currency in which payment should have been made can be acquired with such currency, in the terms set down in the Term Loan Facility Agreement.

EIGHTEENTH:    COOPERATION COVENANT

        ROYAL GOLD CHILE LIMITADA undertakes, from time to time and at its expense, to make the representations, take all such actions and appear for execution and signature of all such instruments or public deeds that the Lenders may reasonably request or consider necessary to allow the Lenders to perfect, preserve or protect this surety or joint and several co-debt or to exercise any of the rights conferred upon the Lenders under this agreement or the law. To such end, ROYAL GOLD CHILE LIMITADA undertakes to execute all such instruments, documents and contracts, obtain all consents, approvals and other authorizations necessary to create the surety and joint and several co-debt granted herein legally and validly, without committing a contractual or legal default, and it undertakes to give all notices and instructions that the Lenders may consider necessary.

NINETEENTH:    VOID PAYMENTS

        If a sum paid to any of the Lenders under the Term Loan Facility Agreement or any of the other instruments to be executed in favor of the Lenders according thereto is cancelled or otherwise voided in a bankruptcy, winding up or receivership procedure of the person who made such payment, then such payment shall not be considered to have been made irrevocably for purposes of this surety and joint and several co-debt.

TWENTIETH:    HEADINGS

        The headings and titles contained in this deed have been placed for convenience and reference only and do not amend or interpret the intention of the parties in any way nor affect any of the stipulations herein.

        AUTHORITIES.The authority of Antonio José Cussen Mackenna to represent ROYAL GOLD CHILE LIMITADA is set down in the power of attorney executed in Denver, Colorado, United States of America, on March 31, 2010 and was recorded in the Notary of Santiago of Mr. Andrés Rubio Flores on Aprul 9, 2010. The authority of José Francisco Sanchez Drouilly and Hugo Sebastian Prieto Rojas to represent HSBC BANK USA, NATIONAL ASSOCIATION, is set down in the power of attorney granted in New York, United States of America on April 8, 2010, which, after due legalization, was filed on April 9, 2010, in the Notary of Santiago of Mr. René Benavente Cash. The authorities are not inserted, at the request of the parties, as they are known to the parties and to the attesting Notary. In witness whereof, the parties sign after reading, together with the attesting Notary. I issued a copy. I attest.

/s/ Antonio José Cussen MacKenna
ANTONIO JOSE CUSSEN MACKENNA
for ROYAL GOLD CHILE LIMITADA

/s/ Jose Francisco Sanchez Drouilly
JOSE FRANCISCO SANCHEZ DROUILLY
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Hugo Sebastian Prieto Rojas
HUGO SEBASTIAN PRIETO ROJAS
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Sergio Orrego Flory
SERGIO ORREGO FLORY

/s/ María Elena Dörr Bulnes
MARIA ELENA DORR BULNES

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Exhibit 10.49

AGREEMENT ON SURETY AND JOINT AND SEVERAL CO-DEBT ESTABLISHED BY ROYAL GOLD CHILE LIMITADA IN FAVOR OF HSBC BANK USA, NATIONAL ASSOCIATION

EX-10.50

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Exhibit 10.50

Free Translation

Journal No 16,104-2010.

COMMERCIAL PLEDGE ON RIGHTS

BY

ROYAL GOLD CHILE LIMITADA

TO

HSBC BANK USA, NATIONAL ASSOCIATION

        In Santiago, Republic of Chile, on May 7th 2010, before me, RENÉ BENAVENTE CASH, attorney, Notary Public, Regular Notary of the Forty-Fifth Notary Office of Santiago, domiciled in this city at Huérfanos 979,7^th floor, there appear: Mr. ANTONIO JOSÉ CUSSEN MACKENNA, Chilean, married, commercial engineer, chilean national tax identity number 5.071.481-0, on behalf of, as shall be evidenced, ROYAL GOLD CHILE LIMITADA , a limited liability company incorporated and existing according to the laws of the Republic of Chile, hereinafter indistinctively the "Grantor", taxpayer identification number 76.763.240-1, both domiciled in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, Santiago; on the one hand, and on the other, JOSÉ FRANCISCO SANCHEZ DROUILLY, Chilean, married, attorney, chilean national tax identity number 6.866.519-1, and HUGO SEBASTIÁN PRIETO ROJAS, Chilean, single, attorney, national identity card number 11.947.423-K, both on behalf, as shall be evidenced, HSBC BANK USA, NATIONAL ASSOCIATION, a bank incorporated and existing according to the laws of the United States of America, hereinafter indistinctively also called the "Agent", acting pro se and on behalf of the "Lenders" defined in Section One below, all domiciled, for these purposes, at Magdalena 140, 20^th floor, borough of Las Condes, Santiago; the parties of age, whom I know because they have evidenced their identities to me by the aforesaid identity cards, and who state:

FIRST:    BACKGROUND INFORMATION AND SECURED OBLIGATIONS

1.1

On January 20, 2010, a Term Loan Facility Agreement (the "Term Loan Facility Agreement") was signed in the English language among ROYAL GOLD, INC., an American company, as borrower hereinafter indistinctively the "Main Borrower" the "Grantor", and RGLD GOLD CANADA, INC, and HIGH DESERT MINERAL RESOURCES, INC., foreign companies, as guarantors, hereinafter indistinctively the "Guarantors" or together with the Main Borrower, the "Credit Parties"; HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as lenders and together with the other lenders that eventually acquire that status under the Term Loan Facility Agreement, hereinafter indistinctively the "Lenders", and also HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent on behalf of all Lenders, and HSBC SECURITIES (USA) INC., as sole lead arranger hereinafter indistinctively the "Sole Lead Arranger". Pursuant to the Term Loan Facility Agreement, both this instrument as well as the notes and several other instruments relating to the Term Loan Facility Agreement are included in the definition of Credit Documents hereinafter the "Credit Documents". The Term Loan Facility Agreement was subsequently amended on March 26, 2010, by way of an instrument granted in English language named "Amended and Restated Term Loan Facility Agreement". For the purposes of this instrument, the term "Term Loan Facility Agreement" shall hereinafter refer to the Amended and Restated Term Loan Facility Agreement, and also include all amendments, additions and/or restated texts that have been executed in the past or that may be executed in the future with respect to such instrument.

1.2

Under the Term Loan Facility Agreement, the Lenders granted a loan to the Main Borrower for one hundred thirty million United States dollars, hereinafter the "Loan", which should be used by the Main Borrower and RG Exchangeco, Inc., its subsidiary, to acquire all shares in

INTERNATIONAL ROYALTY CORPORATION, a Canadian company. The funds from the Loan must be made available to the Main Borrower after all conditions established in Article V of the Term Loan Facility Agreement have been met.

1.3

The Credit Documents contain several obligations owed to each of the Lenders and the Agent, all included in the definition of Obligations as defined in the Term Loan Facility Agreement, enforceable against the Main Borrower and the other Credit Parties. Such obligations will be hereinafter called the "Obligations" and they include, for example, the payment of principal, interest, expenses, expenditures, reimbursements and indemnity obligations as well as all other amounts and fulfillment of all other obligations assumed, such as, merely by way of example and not limitation: (i) the Affirmative Covenants set down in Article VI of the Term Loan Facility Agreement whereby the Credit Parties promised to complete several actions during the term of the Obligations, including those indicated in Section 6.16, consisting of executing several collateral agreements defined as the Chilean Security Documents, in the Term Loan Facility Agreement, hereinafter the "Chilean Security", which include: (a) the pledge on equity interests in Grantor by the partners therein; (b) the pledge on royalty rights or royalties held by Grantor regarding the mining projects known as Pascua-Lama, El Toqui and Andacollo, all included in the definition of Material Royalties as defined in the Term Loan Facility Agreement; (c) the public deed of surety and joint and several co-debt executed on May 7^th 2010 before the attesting notary, repertory number 16,103-2010; and (d) any other security associated or related with the foregoing. The Chilean Security must be executed in terms formally and substantively acceptable to the Agent no later than May 28, 2010, and any notice in regard thereto must also be delivered no later than June 28, 2010. A legal opinion of the counsel to Grantor must also be delivered in this latter period of time on the signature and perfecting of the aforesaid Material Royalties pledges; (ii) the Negative Covenants assumed by the Credit Parties in Article VII of the Term Loan Facility Agreement; (iii) the Guaranty granted according to Article XI of the Term Loan Facility Agreement by which each Guarantor undertook unconditionally and irrevocably to be the surety and joint and several co-debtor of full and timely payment of any and all of the Obligations, either at original maturity or upon acceleration.

1.4

The Term Loan Facility Agreement is subject to the laws of the State of New York, United States of America, and the parties thereto have submitted the resolution of any dispute, claim, action or procedure that may arise in relation to the Term Loan Facility Agreement to the jurisdiction of the State or Federal Courts sitting in New York City, State of New York, United States of America.

SECOND:    PLEDGED CREDIT

2.1

By way of public deed dated January 12, 2010, executed in the Santiago Notarial Office of Andrés Rubio Flores, Journal Number 42-2010, hereinafter the "Royalty Agreement", Compañía Minera Teck Carmen de Andacollo sold, assigned and transferred to the company Royal Gold, Inc. a royalty consisting of the right to receive a percentage of the sales of gold extracted and treated from any of the mining exploitation concessions detailed in the Royalty Agreement, hereinafter the "Mining Property". This royalty is referred to as the "Andacollo Royalty" and is terms and conditions are indicated in the Third Clause, Annex A and the other provisions and annexes of the Royalty Agreement. With the objective of guaranteeing the full and timely fulfillment of all and each one of the obligations assumed by Compañía Minera Teck Carmen de Andacollo in the Royalty Agreement, including the payment of the Andacollo Royalty, this latter constituted a first rank mortgage in favor of Royal Gold, Inc. and, furthermore, undertook not to enter into any working capital loan contract nor transfer, directly or indirectly, all or any part of the Mining Property without the prior consent of Royal Gold, Inc. upon the terms and conditions that are indicated in said contract. The aforementioned obligations and restrictions are hereinafter and indistinctly referred to as the "Restrictions".

2.2

By way of public deed dated 25 January 2010, executed in the Notary Public of Santiago of Mr Andrés Rubio Flores, repertory number 133 of year 2010, hereinafter referred to as the "Assignment of Rights", Royal Gold, Inc. sold, assigned and transferred to the Grantor all the

rights that correspond to it or may correspond to it in the Royalty Agreement, including, amongst other, the Andacollo Royalty, subrogating the Grantor to all the rights and obligations of Royal Gold Inc in the Royalty Agreement.

2.3

On the same date of the subscription of the Assignment of Rights, Compañía Minera Teck Carmen de Andacollo delivered the Grantor an authorized copy of the Royalty Agreement, consisting of the assigned credit in which the pertinent assignment, designation of the assignee and signature of the assignor were noted. GRANTOR declared receipt thereof to its full and total satisfaction. As a consequence of the Rights Assignment, GRANTOR became the holder of the Andacollo Royalty and the Restrictions, assuming the contractual position held by the assignor up to that date.

THIRD:    COMMERCIAL PLEDGE

3.1

In order to guarantee full, effective and timely payment of the Obligations assumed now or in the future under the Term Loan Facility Agreement and/or any other Credit Document as well as any other obligation of the Credit Parties, including the Main Borrower and the Guarantors (hereinafter all collectively and indistinctively called the Borrowers) owed to the Lenders under the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and/or any other Credit Document, GRANTOR hereby grants a commercial pledge in favor of the Lenders, represented by the Agent, on the Andacollo Royalty (hereinafter called indistinctively the Pledged Credit) according to Article 813 et seq. of the Commercial Code and the terms and conditions set out below (the Pledge). Notwithstanding the other rights that correspond to the Lenders pursuant to the law in regard to the content and scope of this Pledge, it is agreed: (i) that this Pledge shall be governed by the stipulations agreed below and otherwise by the provisions on pledge and common law contained in the Commercial Code of Chile; (ii) by this Pledge, GRANTOR secures payment to the Lenders of the Obligations, whether performance can be required on the agreed dates or earlier; (iii) GRANTOR also secures performance of Obligations by set-off, i.e. the corresponding damage indemnity decreed by any court in the country and/or abroad, as the case may be; and payment of all accessories to the Obligations, such as interest, including default interest, commissions, taxes, remunerations, charges, costs, judicial or extrajudicial collection expenses, including attorneys' fees, insurance premiums, any other disbursements that the Lenders have made that originate in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement or this Pledge; (iv) GRANTOR also secures fulfillment of conditional, term and future obligations originating in the Term Loan Facility Agreement, any other Credit Documents and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) GRANTOR also secures fulfillment of all obligations owed by the Borrowers to the Lenders because of extensions, renewals, amplifications or other amendments made to the Term Loan Facility Agreement and/or any other Credit Document. For these purposes, GRANTOR irrevocably and unconditionally accepts any amplification, extension, renewal, acceleration or amendment to the Term Loan Facility Agreement, any other Credit Document and/or any of the obligations arising therefrom such as, for example, in relation to amount, place of payment, conditions assessable thereon, modes determining them, amplification or renewal of periods and establishment of new periods agreed upon by the Borrowers; and a waiver in favor of the Lenders of any right, motion, allegation or defense relating to this matter; and (vi) GRANTOR further secures payment of any marketable securities documenting now or in the future, in Chile or abroad, the Obligations originating in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; and the payment of marketable securities that might be signed, accepted or endorsed in renewal, replacement or addition to other previous ones because of the amplifications, extensions, renewals or amendments mentioned in clause (v) above. Furthermore, to the extent not contrary to the laws of the Republic of Chile and without prejudice to the foregoing, GRANTOR further undertakes to

indemnify the Lenders, the Agent and/or the Sole Lead Arranger for any cost, loss or damage suffered by any thereof should any of the Obligations be declared illegal, void or otherwise ineffective, unenforceable or non-binding now or in the future. Such indemnity must redress the equivalent to what the indemnitee could have obtained by fulfillment of the secured obligation.

3.2

The Lenders are empowered, without any need to notify or obtain the acceptance of GRANTOR nor affecting the validity or enforceability of this Pledge nor establishing any extinguishment, limitation, impairment or release of the obligations of GRANTOR: (i) to agree at any time with the Borrowers to renewals, extensions or other amendments of the Obligations, whether they have been stipulated originally in the Term Loan Facility Agreement or introduced thereafter, such as, for example, the place of payment, conditions, terms, modes or other conditions that may be assessed thereon, acceleration or other circumstances of payment; (ii) to settle, submit to arbitration, waive or pardon the Obligations, accept or reject any offer of fulfillment thereof, agree to novations or substitutions of the Obligations or subordinate the payment thereof to any other obligation; (iii) to agree to other sureties or other collateral or security in guarantee of the Obligations; (iv) to waive, exchange, submit to arbitration, subordinate or modify, with or without reason, any collateral or security of the Borrowers or third parties securing fulfillment of the Obligations arising from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) to determine, at their discretion, the order in which they will enforce the collateral or security securing performance of the Obligations arising from the Term Loan Facility Agreement, the other Credit Documents and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and the exercise of the rights available thereto as a result; and (vi) to allocate, at their discretion, the proceeds of the liquidation of any collateral or security, including of third parties, to payment of any of the Obligations due now or in the future under the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to Lenders under the Term Loan Facility Agreement.

3.3

GRANTOR, duly represented as indicated in the preamble, hereby accepts and agrees to the benefit of the Lenders that the occurrence of any Event of Default, as defined in Article VIII of the Term Loan Facility Agreement and hereinafter called an Event of Default, may cause the immediate, irrevocable acceleration of the Obligations or of the instruments that might document such Obligations and, therefore, of the Pledge, as if due, as well as of any interest and expenses arising therefrom. Each and every one of the collection and/or other actions resulting from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement might be pursued according to the general rules of law.

3.4

For purposes of number 2 of Article 185 of the Commercial Code, the parties expressly stipulate that the principal under the Loan that is part of the Obligations totals one hundred thirty million United States dollars.

FOURTH:    DELIVERY

        For purposes of article 2389 of the Civil Code, the parties represent that Grantor hereby delivers the title to the Pledged Credit to the Agent, which includes: (i) a counterpart of the public deed containing the Stock Purchase; (ii) a counterpart of the filing of the private, English-language Share Purchase and Royalty Agreement; and (iii) a counterpart of the public deed containing the Rights Assignment. This delivery perfects the Pledge among the parties and is the way in which the real right of pledge is transferred to the Lenders. The Agent declares receipt thereof to its full satisfaction.

FIFTH:    PROHIBITION TO ENCUMBER AND CONVEY

        Grantor further undertakes not to encumber, convey, dispose of or enter into any act or contract in regard to the Pledged Credit as long as the Pledge set out herein is in effect, unless they have prior written authorization of the Agent. The Parties declare that convey shall mean any collateral or any

lien, prohibition, third-party right, attachment, impediment or restriction that may affect or hinder the free use, enjoyment or disposal of the Pledged Credit.

SIXTH:    ACCEPTANCE

        The Agent hereby accepts the commercial pledge on interests and prohibition to encumber and convey set down in this deed and acquires the real right of pledge for the Lenders.

SEVENTH:    REPRESENTATIONS

7.1

GRANTOR represents that it is the sole and exclusive owner of the Pledged Credit, that the Pledged Credit is free of any other liens, litigation, prohibition to encumber and convey and any other restriction, attachment, precautionary measure, resolutory actions or third-party priority rights; and they are not assessed by options, sale promises, conditional or term sales nor any other act or contract that seeks or is intended to transfer ownership of the Pledged Credit or give it in guarantee of other obligations; and there is no impediment that might affect the free disposal, establishment or enforcement of the Pledge and prohibitions to encumber and convey set down herein, with the exception of that established in Section (i) of letter (o) of the Sixth Clause of the Royalty Agreement.

7.2

GRANTOR has full power and lawful authority to enter into this agreement and to pledge the Pledged Credit to the Agent and to grant to the Agent a first and prior security interest therein as herein provided, all of which have been duly authorized by all necessary corporate action.

7.3

The execution and delivery and the performance hereof are not in contravention of any charter, articles of incorporation or bylaw provision, or of any instrument or undertaking to which GRANTOR is a party or by which GRANTOR or its property are bound.

7.4

This agreement constitutes the valid and legally binding guarantee of GRANTOR enforceable in accordance with its terms.

7.5

GRANTOR will defend the Pledged Credit against all claims and demands of all persons at any time claiming the same or any interest therein. Any officer or representative acting for or on behalf of GRANTOR in connection with this agreement or any aspect hereof, or entering into or executing this agreement on behalf of GRANTOR, have been duly authorized to do so, and are fully empowered to represent GRANTOR in connection with this agreement and all matters related thereto or in connection therewith.

EIGHTH:    APPEARANCE AND ACCEPTANCE OF THE PLEDGOR PURSUANT TO THE PLEDGED CREDIT

8.1

GRANTOR and the Lenders hereby forbid Compañía Minera Teck Carmen de Andacollo to pay all or part of the Pledged Credit to anyone other than the Lenders or the Agent, on behalf of the Lenders, as of the date when notice is delivered pursuant to Section 8.2 below. Present in this act is Mr. Christian Andrés Arentsen de Grenade, Chilean, married, commercial engineer, chilean national tax identity number 7.044.596-4, and Mr. David Richard Baril, Canadian, married, mine engineer, tax identity number for foreigns 14.532.728-8, both on behalf of, as shall be evidenced, Compañía Minera Teck Carmen de Andacollo, a mining company duly constituted and existing according to the Republic of Chile law, taxpayer identification number 78.126.110-6, all domiciled at Avenida Vitacura 2939, 24^th floor, Vitacura, Santiago, who hereby receives notice pursuant to article 2389 of the Civil Code and accepts the Pledge established herein and, accordingly, unconditionally, irrevocably and unreservedly accepts the obligation to pay the Pledged Credit to the Lenders or the Agent, on behalf of the Lenders, or to the successor or substitute thereof according to this agreement and article 12 of Decree Law 776 of 1925, once it receives the notice indicated in Section 8.2 below. It is hereby evidenced that by way of letter dated 26 January 2010, the Grantor communicated to Compañía Minera Teck Carmen de Andacollo its intention to constitute a pledge over the Andacollo Royalty, and in said instrument this latter company waived its right that the referred communication be sent at least 60 days in advance, in accordance with that established in Section (i) of letter (o) of the Sixth Clause of the Royalty Agreement.

8.2

Notwithstanding the stipulations in Section 8.1 above, should an Event of Default occur that has not been waived or otherwise remedied in the period established in the Term Loan Facility Agreement, at the exclusive discretion of the Lenders and/or the Agent, the Parties agree that the Lenders or the Agent, on behalf of the Lenders, shall exercise the rights available thereto regarding the Pledged Credit. In this case, the Agent, on behalf of the Lenders, shall send a notice to Compañía Minera Teck Carmen de Andacollo through a Notary Public and as of the date of delivery thereof, Compañía Minera Teck Carmen de Andacollo without the requirement to carry out any further analysis, will be forbidden to pay the Pledged Credit to anyone other than the Lenders or the Agent, on behalf of the Lenders, as provided in Article 816 of the Commercial Code. Until such notice is delivered to Compañía Minera Teck Carmen de Andacollo, GRANTOR shall be empowered to collect and receive the Pledged Credit and allocate funds to the activities forming part of its business. The funds thus received and allocated will be released from the Pledge established herein.

8.3

In accordance with that established in Clause 6(o) (i) of the Royalty Contract, the Agent, in representation of the Creditors, is hereby obligated to respect the terms and conditions of the Royalty Contract and any amendments to the same with respect to the rights object of the Pledge that is constituted by this act. Notwithstanding the foregoing sentence, Grantor must comply with all obligations assumed in the Term Loan Facility Agreement, including, but not limited to, the covenant relating to amendments to the Royalty Contract as set forth in Section 7.10.

NINTH:    COLLECTION BY THE AGENT

9.1

If the notice indicated in Section 8.2 above has been delivered, the Agent shall be empowered to collect the Pledged Credit provided it has accrued and is due and payable, wherefore it shall be deemed the legal representative of GRANTOR according to article 12 of Decree Law 776 of 1925. The sums received by the Agent from Compañía Minera Teck Carmen de Andacollo on behalf of the Lenders shall be applied by the Agent immediately, without any formality, toward payment of the Obligations secured by this Pledge, notwithstanding the Agent's obligation, on behalf of the Lenders, to render an account to GRANTOR. After the notice indicated in Section 8.2 above has been delivered, the Agent may, on behalf of the Lenders, ask Compañía Minera Teck Carmen de Andacollo to make the payments of the Pledged Credit directly in its name, which Compañía Minera Teck Carmen de Andacollo must do, including if for such purpose it is necessary to replace any payment document originally issued in the name or to the GRANTOR and that is still in possession of Compañía Minera Teck Carmen de Andacollo, by an equivalent issued in the name of the Agent, that is hereby accepted by GRANTOR, who in turn waives any claim against Compañía Minera Teck Carmen de Andacollo. Furthermore, notwithstanding the foregoing, the Agent will be authorized to withdraw checks in payment and any other document extended to that end by Compañía Minera Teck Carmen de Andacollo to the order or name of GRANTOR that is linked in any way with the Andacollo Royalty and in this latter case, it may endorse such checks and any other document in ownership or in collection commission and dispose thereof, cash them and exercise any and all of the other rights inherent to the account holder in order to receive effectively the amount of such checks and any other document. The Agent, on behalf of the Lenders, may also issue the receipts requested for the amounts collected and received thereby and it may sign the public or private documents required by Compañía Minera Teck Carmen de Andacollo in relation to the foregoing.

9.2

Notwithstanding the Pledge established in accordance with this deed, and in the event that Compañía Minera Teck Carmen de Andacollo refuses for any reason to make the payment to the Agent in its capacity as Lender, GRANTOR hereby confers an irrevocable power of attorney upon the Agent in accordance with Article 241 of the Commercial Code in order for the Agent to collect, in the name and on behalf thereof, all sums it is entitled to receive because of the Pledged Credit, to execute the liquidations, issue the receipts and/or cancellations necessary and allocate the proceeds thereof to payment of the Obligations, including any amplification, extension, renewal, acceleration or amendment thereof, whether such monies have accrued or consist of

default interest, at the Agent's discretion, with the specific power to prepay. The Agent is released from the obligation to render account of his actions under such power of attorney. This power of attorney also includes the power of the Agent to represent GRANTOR judicially and extrajudicially in order to collect any sums arising in relation to the Pledged Credit and/or any dispute relative to performance, existence and/or validity thereof, as well as the exercise of any action relating to the Restrictions, all using the powers indicated in both subparagraphs of Article Seventh of the Code of Civil Procedure, particularly the power to discontinue an action filed in the first instance, accept the counterclaim, reply to interrogatories, waive legal remedies or terms, settle, submit to arbitration, grant arbitrators their powers of conciliators, approve compositions and receive. A written notice from the Agent to Compañía Minera Teck Carmen de Andacollo delivered by a Public Notary shall suffice to exercise the power of attorney established in this section. As of deliver of such notice, Compañía Minera Teck Carmen de Andacollo shall pay the corresponding amounts directly to the Agent. In order to complete this mission, the Agent as an attorney shall be empowered to submit and sign all documents necessary to that end, without any conventional limitation, and to collect all payments that are made. The Agent accepts such power of attorney and the GRANTOR expressly represents that it accepts and assumes that because of the nature of this commission, the Agent shall have no liability of any type if all or part thereof cannot be completed by the attorney-in fact for any cause or reason, and it hereby releases the Agent from any such liability. It is further stipulated that any default by the GRANTOR on the obligations assumed herein at any time whatsoever shall entitle the Agent to waive, ipso facto and immediately, all or part of the instructions given, as the Agent deems pertinent, without any type of liability, which the GRANTOR hereby accepts, notwithstanding giving written notice to the GRANTOR about the resignation.

9.3

GRANTOR undertakes to provide the Agent with all documentation and/or calculations necessary to proceed with timely collection of the sums to which it is entitled because of the Pledged Credit in any event in which the Agent proceeds directly with collection of the Pledged Credit.

9.4

The Agent is hereby empowered to notify the pledges and power of attorney established herein to the corresponding person through a notary or the means it deems most suitable.

TENTH:    CONTINUED OWNERSHIP

        GRANTOR shall take the judicial and extrajudicial actions that are necessary, at their exclusive expense, to maintain ownership and free disposition of the Pledged Credit and to defend it against third-party actions.

ELEVENTH:    SUFFICIENT TITLE

        GRANTOR recognizes the Obligations that are described in Clause First of this deed, and represents that it shall recognize this deed as sufficient title for collection thereof in any collection action regarding the Obligations taken after an Event of Default. It is stipulated that any Obligation for which payment is agreed in a foreign currency shall be deemed extinguished only up to the amount that the pledgee has received in such freely convertible and available currency or if the payment is made in another currency, only up to the amount with which the foreign currency in which payment should have been made can be acquired with such currency, in the terms set down in the Term Loan Facility Agreement.

TWELFTH:    PROCESS AGENT

        Grantor grants a special, irrevocable power of attorney to Mr. Sergio Orrego Flory, Chilean, married, attorney, identification card number 7.051.727-2 and Ms. María Elena Dörr Bulnes, Chilean, single, attorney, identification card number 8.459.196-3 in order for any one thereof, acting indistinctively and separately, to receive on their behalf judicial and/or extrajudicial notifications and requests in any action, procedure or lawsuit relating to the contract set down in this deed and the Obligations, regardless of the procedure applicable or the court or authority entrusted with the hearing

thereof. Therefore, upon notification or request to the attorney-in-fact, Grantor shall be deemed validly served in such action, procedure or lawsuit. In exercising this irrevocable power of attorney, the attorneys-in-fact shall be amply empowered to represent Grantor judicially, which includes receiving any type of notification, answering claims and acting with the judicial powers contained in both subparagraphs of Article Seventh of the Code of Civil Procedure, which are deemed expressly set out. Grantor expressly represents that the power of attorney set down in this clause is irrevocable in the terms of Article 241 of the Commercial Code because the execution thereof is of interest to the Lenders. Present in this act are Mr. Sergio Orrego Flory and Ms. María Elena Dörr Bulnes, both domiciled, for these purposes, in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, who are of age, evidence their identity by the aforesaid identity cards and declare that they accept the power of attorney granted thereto in this Section and promise not to resign it without written consent of the Agent.

THIRTEENTH:    NO LIMITATION

        The pledge and prohibition set down herein shall not be considered under any circumstances to be an amendment, substitution or limitation of the rights granted to the Lenders under the Term Loan Facility Agreement. It is further expressly stipulated that the pledge and prohibition established herein are without prejudice to any other collateral and prohibition that have been granted by Grantor and/or by third parties, whether real or personal, to secure the obligations identified in this deed.

FOURTEENTH:    FURTHER COMMITMENTS

        Grantor undertakes to make the representations and carry out all such actions in time and form at the expense thereof that the Agent may reasonably request or consider necessary to allow the Agent to perfect, preserve or protect this pledge or prohibition or to exercise any of the rights conferred upon the Agent or the Lenders under this Agreement or the law. To such end, Grantor undertakes to execute all such instruments, documents and contracts, obtain all consents, approvals and other authorizations necessary to create the pledge and prohibition granted herein legally and validly, without committing a contractual or legal default, and it undertakes to give all notices and instructions that the Agent may consider necessary.

FIFTEENTH:    VOID PAYMENTS

        If a judicial action is filed requesting the declaration that any sum paid to any of the Lenders under the Term Loan Facility Agreement be cancelled or otherwise voided in a proceeding of any type, including for example a bankruptcy, winding up or receivership procedure of the person who made such payment, then such payment shall not be considered to have been made irrevocably for purposes of this pledge and prohibition.

SIXTEENTH:    DOMICILE

        For all legal purposes derived from this deed, Grantor elects its domicile as Santiago and submits to the jurisdiction of the ordinary courts of justice sitting and with venue in the borough of Santiago, Chile. This pledge is governed by the laws and other regulations and other provisions in effect in the Republic of Chile.

SEVENTEENTH:    EXPENSES; SUPPLEMENTAL DEEDS

        The expenses, taxes, notarial and registration fees relating to the execution or registration of this deed as well as those resulting from supplemental public deeds that might have to be executed in order to clarify, rectify or amend this deed and all those corresponding to the enforcement or release of this Pledge and prohibition at the pertinent time, will be paid by Grantor and each thereof grants a special and irrevocable power of attorney to Sergio Orrego Flory and María Elena Dörr in order for any one thereof, acting with a representative of the Agent on behalf thereof, to be able to draft any text necessary to correct this public deed and attain full registration of the pledge and prohibition, as

relevant. In use of their attributions, the representatives may correct and rectify the contents of this deed, the identification of the parties and the Pledged Credit or complete the data necessary for perfection of the agreements stipulated by the parties. Similarly, the representatives are empowered to execute those texts to public deed and register them in the respective registries together with this deed.

EIGHTEENTH:    SUCCESSORS AND ASSIGNS

        This pledge and prohibition shall benefit, and the rights granted may be exercised by, the Lenders or their successors or assigns or legal or conventional subrogates in the rights thereof. Such successors or assigns or legal or conventional subrogates shall have the same rights and benefits in respect of Grantor that this deed grants to the Lenders and they shall be considered Lenders for all pertinent legal and contractual purposes.

NINETEENTH:    HEADINGS

        The headings and titles contained in this deed have been placed for convenience and reference only and do not amend or interpret the intention of the parties in any way nor affect any of the stipulations herein.

        AUTHORITIES.    The authority of don Antonio José Cussen Mackenna to represent ROYAL GOLD CHILE LIMITADA is set down in power of attorney granted on March 31^st 2010 in Denver, Colorado, United States of America, was filed before the Santiago Notarial Office of Andrés Rubio Flores dated April 9, 2010. The authority of José Francisco Sanchez Drouilly and Hugo Sebastián Prieto Rojas to represent HSBC BANK USA, NATIONAL ASSOCIATION, is set down in the power of attorney granted in New York, United States of America on April 8, 2010 which, after due legalization, was filed on April 19, 2010 before René Benavente Cash, Notary of Santiago. The authority of Mr. Christian Andrés Arentsen de Grenade and Mr. David Richard Baril to represent COMPAÑÍA MINERA TECK CARMEN DE ANDACOLLO on the public deeds dated March 30^th 2009, Journal N° 6,958-2009, February 19^th 2008, Journal N° 4,070-2008, and November 17^th 2008, Journal N° 30,542-2008, all granted on Santiago Notarial Office of María Gloria Acharán Toledo. In witness whereof, the parties sign after reading, together with the attesting Notary. I issued a copy. I attest.

/s/ Antonio José Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for ROYAL GOLD CHILE LIMITADA

/s/ Jose Francisco Sanchez Drouilly
JOSE FRANCISCO SANCHEZ DROUILLY
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Hugo Sebastián Prieto Rojas
HUGO SEBASTIÁN PRIETO ROJAS
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Sergio Orrego Flory
SERGIO ORREGO FLORY

/s/ María Elena Dörr Bulnes
MARÍA ELENA DÖRR BULNES

/s/ Christian Andrés Arentsen de Grenade
CHRISTIAN ANDRÉS ARENTSEN DE GRENADE
for COMPAÑÍA MINERA TECK CARMEN DE ANDACOLLO

/s/ David Richard Baril
DAVID RICHARD BARIL
for COMPAÑÍA MINERA TECK CARMEN DE ANDACOLLO

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Exhibit 10.50

COMMERCIAL PLEDGE ON RIGHTS BY ROYAL GOLD CHILE LIMITADA TO HSBC BANK USA, NATIONAL ASSOCIATION

EX-10.51

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Exhibit 10.51

Free Translation

Journal No 18,549-2010.

COMMERCIAL PLEDGE ON RIGHTS

BY

ROYAL GOLD CHILE LIMITADA

TO

HSBC BANK USA, NATIONAL ASSOCIATION

        In Santiago, Republic of Chile, on 28^th May 2010, before me, RENÉ BENAVENTE CASH, attorney, Notary Public, Regular Notary of the Forty-Fifth Notary Office of Santiago, domiciled in this city at Huérfanos 979,7^th floor, there appear: Mr. ANTONIO JOSÉ CUSSEN MACKENNA, Chilean, married, commercial engineer, chilean national tax identity number 5.071.481-0, on behalf of, as shall be evidenced, ROYAL GOLD CHILE LIMITADA , a limited liability company incorporated and existing according to the laws of the Republic of Chile, hereinafter indistinctively the "Grantor", taxpayer identification number 76.763.240-1, both domiciled in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, Santiago; on the one hand, and on the other, JOSÉ FRANCISCO SANCHEZ DROUILLY, Chilean, married, attorney, chilean national tax identity number 6.866.519-1, and HUGO SEBASTIÁN PRIETO ROJAS, Chilean, single, attorney, national identity card number 11.947.423-K, both on behalf, as shall be evidenced, HSBC BANK USA, NATIONAL ASSOCIATION, a bank incorporated and existing according to the laws of the United States of America, hereinafter indistinctively also called the "Agent", acting pro se and on behalf of the "Lenders" defined in Section One below, all domiciled, for these purposes, at Magdalena 140, 20^th floor, borough of Las Condes, Santiago; the parties of age, whom I know because they have evidenced their identities to me by the aforesaid identity cards, and who state:

FIRST:    BACKGROUND INFORMATION AND SECURED OBLIGATIONS

1.1

On January 20, 2010, a Term Loan Facility Agreement (the "Term Loan Facility Agreement") was signed in the English language among ROYAL GOLD, INC., an American company, as borrower hereinafter indistinctively the "Main Borrower" the "Grantor", and RGLD GOLD CANADA, INC, and HIGH DESERT MINERAL RESOURCES, INC., foreign companies, as guarantors, hereinafter indistinctively the "Guarantors" or together with the Main Borrower, the "Credit Parties"; HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as lenders and together with the other lenders that eventually acquire that status under the Term Loan Facility Agreement, hereinafter indistinctively the "Lenders", and also HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent on behalf of all Lenders, and HSBC SECURITIES (USA) INC., as sole lead arranger hereinafter indistinctively the "Sole Lead Arranger". Pursuant to the Term Loan Facility Agreement, both this instrument as well as the notes and several other instruments relating to the Term Loan Facility Agreement are included in the definition of Credit Documents hereinafter the "Credit Documents". The Term Loan Facility Agreement was subsequently amended on March 26, 2010, by way of an instrument granted in the English language named "Amended and Restated Term Loan Facility Agreement". For the purposes of this instrument, the term "Term Loan Facility Agreement" shall hereinafter refer to the Amended and Restated Term Loan Facility Agreement, and also include all amendments, additions and/or restated texts that have been executed in the past or that may be executed in the future with respect to such instrument.

1.2

Under the Term Loan Facility Agreement, the Lenders granted a loan to the Main Borrower for one hundred thirty million United States dollars, hereinafter the "Loan", which should be used by the Main Borrower and RG Exchangeco, Inc., its subsidiary, to acquire all shares in INTERNATIONAL ROYALTY CORPORATION, a Canadian company. The funds from the Loan

must be made available to the Main Borrower after all conditions established in Article V of the Term Loan Facility Agreement have been met.

1.3

The Credit Documents contain several obligations owed to each of the Lenders and the Agent, all included in the definition of Obligations as defined in the Term Loan Facility Agreement, enforceable against the Main Borrower and the other Credit Parties. Such obligations will be hereinafter called the "Obligations" and they include, for example, the payment of principal, interest, expenses, expenditures, reimbursements and indemnity obligations as well as all other amounts and fulfillment of all other obligations assumed, such as, merely by way of example and not limitation: (i) the Affirmative Covenants set down in Article VI of the Term Loan Facility Agreement whereby the Credit Parties promised to complete several actions during the term of the Obligations, including those indicated in Section 6.16, consisting of executing several collateral agreements defined as the Chilean Security Documents, in the Term Loan Facility Agreement, hereinafter the "Chilean Security", which include: (a) the pledge on equity interests in Grantor by the partners therein; (b) the pledge on royalty rights or royalties held by Grantor regarding the mining projects known as Pascua-Lama, El Toqui and Andacollo, all included in the definition of Material Royalties as defined in the Term Loan Facility Agreement; (c) the public deed of surety and joint and several co-debt executed on May 7^th 2010 before the attesting notary, repertory number 16,103-2010; and (d) any other security associated or related with the foregoing. The Chilean Security must be executed in terms formally and substantively acceptable to the Agent no later than May 28, 2010, and any notice in regard thereto must also be delivered no later than June 28, 2010. A legal opinion of the counsel to Grantor must also be delivered in this latter period of time on the signature and perfecting of the aforesaid Material Royalties pledges; (ii) the Negative Covenants assumed by the Credit Parties in Article VII of the Term Loan Facility Agreement; (iii) the Guaranty granted according to Article XI of the Term Loan Facility Agreement by which each Guarantor undertook unconditionally and irrevocably to be the surety and joint and several co-debtor of full and timely payment of any and all of the Obligations, either at original maturity or upon acceleration.

1.4

The Term Loan Facility Agreement is subject to the laws of the State of New York, United States of America, and the parties thereto have submitted the resolution of any dispute, claim, action or procedure that may arise in relation to the Term Loan Facility Agreement to the jurisdiction of the State or Federal Courts sitting in New York City, State of New York, United States of America.

SECOND:    PLEDGED CREDIT

2.1

By public deed of Stock Purchase, hereinafter the "Stock Purchase", signed under Journal Number 2,917-1998 on June 30, 1998 among Mario Iván Hernández Álvarez as seller and Compañía Minera Barrick Chile Limitada as purchaser, in the Santiago Notarial Office of Arturo Carvajal Escobar, Compañía Minera Barrick Chile Limitada assumed, among other obligations, the obligation to pay as part of the purchase price a variable amount, equivalent to a percentage of the sales of refined gold, non-refined gold and copper coming from the mining exploitation concesssions of Compañía Minera Nevada S.A., today Compañía Minera Nevada SpA, located in a determined area, as detailed in letters d), e) and f) of the Fourth Clause of the Stock Purchase. In the Stock Purchase, Compañía Minera Nevada SpA undertook not to encumber nor dispose of the mining claims detailed in Annex A of said contract and that are found within the marked area, hereinafter, the "Claims", to assure the payment of the variable part of the purchase price, detailed in letters d), e) and f) of the Fourth Clause of said instrument. Furthermore, Compañía Minera Barrick Chile Limitada undertook to impose upon any third party acquirer of the shares of Compañía Minera Nevada SpA or the Claims, the obligation of respecting the obligations established in the Stock Purchase. The aforementioned obligations and restrictions shall be hereinafter referred to as the "Restrictions".

2.2

By way of public deed dated 21 December 1999, executed in the Notary Public of Santiago of Mr. Arturo Carvajal Escobar, repertory number 6,344-99, it was agreed to divide Compañía Minera Barrick Chile Limitada into two companies, one, successor of the existing and with the

same corporate name and the other named Compañía Minera Barrick Chile Dos Limitada. Included within the assets and liabilities of Compañía Minera Barrick Chile Limitada that were transferred to Compañía Minera Barrick Chile Dos Limitada due to the division, were the shares object of the Stock Purchase, the latter consequently assuming all obligations contained in the Stock Purchase, including the obligation to pay the variable amount indicated in 2.1 above as part of the purchase price. An authorized excerpt of the referred public deed was registered in the Commerce Registry of the Santiago Commerce Registrar at page 148, number 124 corresponding to the year 2000 and published in the Official Gazette on 10 January 2000.

2.3

On 21 December 1999, the merger between CMN and Compañía Minera Barrick Chile Dos Limitada was agreed, by virtue of which this latter was absorbed by CMN. As a consequence of the aforementioned merger, Compañía Minera Nevada SpA acquired all the assets and liabilities of Compañía Minera Barrick Chile Dos Limitada and is the legal successor for all legal purposes. The aforementioned merger is reflected in the public deed executed on that same date in the Notary Public of Santiago of Mr. Arturo Carvajal Escobar, repertory number 6,354-99 whose authorized excerpt was registered in the Commerce Registry of the Santiago Commerce Registrar at page 1,034, number 847 corresponding to the year 2000 and published in the Official Gazette on 11 January 2000.

2.4

By way of public deed dated 9 March 2007, executed in the Notary Public of Santiago of Ms. Antonieta Mendoza Escalas, repertory number 2,010-2007, hereinafter referred to as the "Assignment of Rights", Mr. Mario Iván Hernández Alvarez sold, assigned and transferred to Royal Gold Chile Limitada 50% of the variable part of the price of the Stock Purchase, detailed in letters d), e) and f) of the Fourth Clause of said instrument, right that shall hereinafter be referred to as "Pascua Lama Royalty". In the same instrument, Mr. Mario Iván Hernández Alvarez conferred to the Grantor a preferential option right with respect to the other 50% of the variable part of the price of the Stock Purchase, detailed in letters d), e) and f) of the Fourth Clause of said instrument, hereinafter and indistinctly the "Preferential Option". Prior to the signing of the Assignment of Rights on 16 January 2007, the parties had signed a private instrument in English language, named "Assignment of Rights Agreement" by virtue of which the Assignment of Rights was granted.

2.5

On the same date of the subscription of the Assignment of Rights, Mr. Mario Iván Hernández Alvarez and the Grantor entered into a "Rights Administration Agreement" by way of public deed dated March 9^th 2007, executed in the Notary Public of Santiago of Ms. Antonieta Mendoza Escalas, repertory number 2,011-2007. In the Rights Administration Agreement, the parties regulated the manner as to how they exercised the rights that correspond to them in their capacity as titleholders in equal parts of the variable part of the price of the Stock Purchase, detailed in letters d), e) and f) of the Fourth Clause of said instrument.

2.6

In the Rights Assignment, Mr. Mario Iván Hernández Alvarez delivered a notarized copy of the Stock Purchase to Grantor, consisting of the assigned credit in which the pertinent assignment, designation of the assignee and signature of the assignor were noted. Grantor declared receipt thereof to its full and total satisfaction. Furthermore, subsequently, by way of service ordered by the third civil court of Santiago in the voluntary case file number 68-2007, the Assignment of Rights was personally served upon the representatives of Compañía Minera Barrick Chile Limitada. As a consequence of the Rights Assignment and the Administration Agreement, Grantor became the exclusive holder of the Pascua Lama Royalty and the right to exercise jointly with Mr. Mario Iván Hernández Alvarez the Restrictions and other rights established in the Stock Purchase.

THIRD:    COMMERCIAL PLEDGE

3.1

In order to guarantee full, effective and timely payment of the Obligations assumed now or in the future under the Term Loan Facility Agreement and/or any other Credit Document as well as any other obligation of the Credit Parties, including the Main Borrower and the Guarantors hereinafter

all collectively and indistinctively called the "Borrowers" owed to the Lenders under the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and/or any other Credit Document, Grantor hereby grants a commercial pledge in favor of the Lenders, represented by the Agent, on the Pascua Lama Royalty hereinafter called indistinctively the "Pledged Credit" according to Article 813 et seq. of the Commercial Code and the terms and conditions set out below (the Pledge). Notwithstanding the other rights that correspond to the Lenders pursuant to the law in regard to the content and scope of this Pledge, it is agreed: (i) that this Pledge shall be governed by the stipulations agreed below and otherwise by the provisions on pledge and common law contained in the Commercial Code of Chile; (ii) by this Pledge, Grantor secures payment to the Lenders of the Obligations, whether performance can be required on the agreed dates or earlier; (iii) Grantor also secures performance of Obligations by set-off, i.e. the corresponding damage indemnity decreed by any court in the country and/or abroad, as the case may be; and payment of all accessories to the Obligations, such as interest, including default interest, commissions, taxes, remunerations, charges, costs, judicial or extrajudicial collection expenses, including attorneys' fees, insurance premiums, any other disbursements that the Lenders have made that originate in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement or this Pledge; (iv) Grantor also secures fulfillment of conditional, term and future obligations originating in the Term Loan Facility Agreement, any other Credit Documents and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) Grantor also secures fulfillment of all obligations owed by the Borrowers to the Lenders because of extensions, renewals, amplifications or other amendments made to the Term Loan Facility Agreement and/or any other Credit Document. For these purposes, Grantor irrevocably and unconditionally accepts any amplification, extension, renewal, acceleration or amendment to the Term Loan Facility Agreement, any other Credit Document and/or any of the obligations arising therefrom such as, for example, in relation to amount, place of payment, conditions assessable thereon, modes determining them, amplification or renewal of periods and establishment of new periods agreed upon by the Borrowers; and a waiver in favor of the Lenders of any right, motion, allegation or defense relating to this matter; and (vi) Grantor further secures payment of any marketable securities documenting now or in the future, in Chile or abroad, the Obligations originating in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; and the payment of marketable securities that might be signed, accepted or endorsed in renewal, replacement or addition to other previous ones because of the amplifications, extensions, renewals or amendments mentioned in clause (v) above. Furthermore, to the extent not contrary to the laws of the Republic of Chile and notwithstanding the foregoing, Grantor further undertakes to indemnify the Lenders, the Agent and/or the Sole Lead Arranger for any cost, loss or damage suffered by any thereof should any of the Obligations be declared illegal, void or otherwise ineffective, unenforceable or non-binding now or in the future. Such indemnity must redress the equivalent to what the indemnitee could have obtained by fulfillment of the secured obligation.

3.2

The Lenders are empowered, without any need to notify or obtain the acceptance of GRANTOR nor affecting the validity or enforceability of this Pledge nor establishing any extinguishment, limitation, impairment or release of the obligations of Grantor: (i) to agree at any time with the Borrowers to renewals, extensions or other amendments of the Obligations, whether they have been stipulated originally in the Term Loan Facility Agreement or introduced thereafter, such as, for example, the place of payment, conditions, terms, modes or other conditions that may be assessed thereon, acceleration or other circumstances of payment; (ii) to settle, submit to arbitration, waive or pardon the Obligations, accept or reject any offer of fulfillment thereof, agree to novations or substitutions of the Obligations or subordinate the payment thereof to any other obligation; (iii) to agree to other sureties or other collateral or security in guarantee of the Obligations; (iv) to waive, exchange, submit to arbitration, subordinate or modify, with or without

reason, any collateral or security of the Borrowers or third parties securing fulfillment of the Obligations arising from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) to determine, at their discretion, the order in which they will enforce the collateral or security securing performance of the Obligations arising from the Term Loan Facility Agreement, the other Credit Documents and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and the exercise of the rights available thereto as a result; and (vi) to allocate, at their discretion, the proceeds of the liquidation of any collateral or security, including of third parties, to payment of any of the Obligations due now or in the future under the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to Lenders under the Term Loan Facility Agreement.

3.3

Grantor, duly represented as indicated in the preamble, hereby accepts and agrees to the benefit of the Lenders that the occurrence of any Event of Default, as defined in Article VIII of the Term Loan Facility Agreement and hereinafter called an "Event of Default", may cause the immediate, irrevocable acceleration of the Obligations or of the instruments that might document such Obligations and, therefore, of the Pledge, as if due, as well as of any interest and expenses arising therefrom. Each and every one of the collection and/or other actions resulting from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement might be pursued according to the general rules of law.

3.4

For purposes of number 2 of Article 185 of the Commercial Code, the parties expressly stipulate that the principal under the Loan that is part of the Obligations totals one hundred thirty million United States dollars.

FOURTH:    DELIVERY

        For purposes of article 2389 of the Civil Code, the parties represent that Grantor hereby delivers the title to the Pledged Credit to the Agent, which includes: (i) a counterpart of the public deed containing the Stock Purchase; (ii) a counterpart of the public deed containing the Rights Assignment. This delivery perfects the Pledge among the parties and is the way in which the real right of pledge is transferred to the Lenders. The Agent declares receipt thereof to its full satisfaction.

FIFTH:    PROHIBITION TO ENCUMBER AND CONVEY

        Grantor further undertakes not to encumber, convey, dispose of or enter into any act or contract in regard to the Pledged Credit as long as the Pledge set out herein is in effect, unless they have prior written authorization of the Agent. The Parties declare that encumber shall mean any collateral or any lien, prohibition, third-party right, attachment, impediment or restriction that may affect or hinder the free use, enjoyment or disposal of the Pledged Credit.

SIXTH:    ACCEPTANCE

        The Agent hereby accepts the commercial pledge on interests and prohibition to encumber and convey set down in this deed and acquires the real right of pledge for the Lenders.

SEVENTH:    REPRESENTATIONS

7.1

Grantor represents that it is the sole and exclusive owner of the Pledged Credit, that the Pledged Credit is free of any other liens, litigation, prohibition to encumber and convey and any other restriction, attachment, precautionary measure, resolutory actions or third-party priority rights; and they are not assessed by options, sale promises, conditional or term sales nor any other act or contract that seeks or is intended to transfer ownership of the Pledged Credit or give it in guarantee of other obligations; and there is no impediment that might affect the free disposal, establishment or enforcement of the Pledge and prohibitions to encumber and convey set down herein, with the exception of that established in Section 10.4 of Article Tenth of the "Assignment of Rights Agreement". .

7.2

Grantor has full power and lawful authority to enter into this agreement and to pledge the Pledged Credit to the Agent and to grant to the Agent a first and prior security interest therein as herein provided, all of which have been duly authorized by all necessary corporate action.

7.3

The execution and delivery and the performance hereof are not in contravention of any charter, articles of incorporation or bylaw provision, or of any instrument or undertaking to which Grantor is a party or by which Grantor or its property are bound.

7.4

This agreement constitutes the valid and legally binding guarantee of Grantor enforceable in accordance with its terms.

7.5

Grantor will defend the Pledged Credit against all claims and demands of all persons at any time claiming the same or any interest therein. Any officer or representative acting for or on behalf of Grantor in connection with this agreement or any aspect hereof, or entering into or executing this agreement on behalf of Grantor, have been duly authorized to do so, and are fully empowered to represent Grantor in connection with this agreement and all matters related thereto or in connection therewith.

EIGHTH:    APPEARANCE AND ACCEPTANCE OF THE PLEDGOR

8.1

Grantor and the Lenders hereby forbid Compañía Minera Nevada SpA to pay all or part of the Pledged Credit to anyone other than the Lenders or the Agent, on behalf of the Lenders, as of the date when notice is sent pursuant to Section 8.2 below. Present in this act is Compañía Minera Nevada SpA, taxpayer identification number 85.306.000-3, duly represented by Mr.. Manuel Alberto Fumagalli Drago, Peruvian, married, lawyer, taxpayer identification number for foreigners 22.477.479-6 and Mr. Kevin Atkinson Tear, British, married, accounting auditor, taxpayer identification number for foreigners 8.824.598-9, both domiciled for these purposes at Avenida Ricardo Lyon 222, 8^th floor, Providencia, Santiago, who hereby receives notice pursuant to article 2389 of the Civil Code and accepts the Pledge established herein and, accordingly, unconditionally, irrevocably and unreservedly accepts the obligation to pay the Pledged Credit to the Lenders or the Agent, on behalf of the Lenders, or to the successor or substitute thereof according to this agreement and article 12 of Decree Law 776 of 1925, once it receives the notice indicated in Section 8.2 below.

8.2

Notwithstanding the stipulations in Section 8.1 above, should an Event of Default occur that has not been waived or otherwise remedied in the period established in the Term Loan Facility Agreement, at the exclusive discretion of the Lenders and/or the Agent, the Parties agree that the Lenders or the Agent, on behalf of the Lenders, shall exercise the rights available thereto regarding the Pledged Credit. In this case, the Agent, on behalf of the Lenders, shall send a notice to Compañía Minera Nevada SpA through a Notary Public and only as of the date of delivery thereof, Compañía Minera Nevada SpA will be forbidden to pay the Pledged Credit to anyone other than the Lenders or the Agent, on behalf of the Lenders, as provided in Article 816 of the Commercial Code. Until such notice is sent to Compañía Minera Nevada SpA, Grantor shall be empowered to collect and receive the Pledged Credit and allocate funds to the activities forming part of its business. The funds thus received and allocated will be released from the Pledge established herein.

NINTH:    COLLECTION BY THE AGENT

9.1

If the notice indicated in Section 8.2 above has been sent, the Agent shall be empowered to collect the Pledged Credit provided it has accrued and is due and payable, wherefore it shall be deemed the legal representative of Grantor according to article 12 of Decree Law 776 of 1925. The sums received by the Agent from Sociedad Minera Nevada SpA on behalf of the Lenders shall be applied by the Agent immediately, without any formality, toward payment of the Obligations secured by this Pledge, notwithstanding the Agent's obligation, on behalf of the Lenders, to render an account to Grantor. The Agent may, on behalf of the Lenders, ask Compañía Minera Nevada SpA to make the payments of the Pledged Credit directly in its name, which Compañía Minera

Nevada SpA must do, including if for such purpose it is necessary to replace a payment document originally issued in the name or to the Grantor by an equivalent issued in the name of the Agent Furthermore, notwithstanding the foregoing, the Agent will be authorized to withdraw checks in payment and any other document extended to that end by Compañía Minera Nevada SpA to the order or name of Grantor that is linked in any way with the Pascua Lama Royalty and in this latter case, it may endorse such checks and any other document in ownership or in collection commission and dispose thereof, cash them and exercise any and all of the other rights inherent to the account holder in order to receive effectively the amount of such checks and any other document. The Agent, on behalf of the Lenders, may also issue the receipts requested for the amounts collected and received thereby and it may sign the public or private documents required by Compañía Minera Nevada SpA in relation to the foregoing.

9.2

Notwithstanding the Pledge established in accordance with this deed, and in the event that Compañía Minera Nevada SpA refuses for any reason to make the payment to the Agent in its capacity as Lender, Grantor hereby confers an irrevocable power of attorney upon the Agent in accordance with Article 241 of the Commercial Code in order for the Agent to collect, in the name and on behalf thereof, all sums it is entitled to receive because of the Pledged Credit, to execute the liquidations, issue the receipts and/or cancellations necessary and allocate the proceeds thereof to payment of the Obligations, including any amplification, extension, renewal, acceleration or amendment thereof, whether such monies have accrued or consist of default interest, at the Agent's discretion, with the specific power to prepay. The Agent is released from the obligation to render account of his actions under such power of attorney. This power of attorney also includes the power of the Agent to represent Grantor judicially and extrajudicially in order to collect any sums arising in relation to the Pledged Credit and/or any dispute relative to performance, existence and/or validity thereof, as well as the exercise of any action relating to the Restrictions, all using the powers indicated in both subparagraphs of Article Seventh of the Code of Civil Procedure, particularly the power to discontinue an action filed in the first instance, accept the counterclaim, reply to interrogatories, waive legal remedies or terms, settle, submit to arbitration, grant arbitrators their powers of conciliators, approve compositions and receive. A written notice from the Agent to Compañía Minera Nevada SpA shall suffice to exercise the power of attorney established in this section. As of deliver of such notice, Compañía Minera Nevada SpA shall pay the corresponding amounts directly to the Agent. In order to complete this mission, the agent shall be empowered to submit and sign all documents necessary to that end, without any conventional limitation, and to collect all payments that are made. The Agent accepts such power of attorney and the Grantor expressly represents that it accepts and assumes that because of the nature of this commission, the Agent shall have no liability of any type if all or part thereof cannot be completed by the attorney-in fact for any cause or reason, and it hereby releases the Agent from any such liability. It is further stipulated that any default by the Grantor on the obligations assumed herein at any time whatsoever shall entitle the Agent to waive, ipso facto and immediately, all or part of the instructions given, as the Agent deems pertinent, without any type of liability, which the Grantor hereby accepts, notwithstanding giving written notice to the Grantor about the resignation.

9.3

Grantor undertakes to provide the Agent with all documentation and/or calculations necessary to proceed with timely collection of the sums to which it is entitled because of the Pledged Credit in any event in which the Agent proceeds directly with collection of the Pledged Credit.

9.4

The Agent is hereby empowered to notify the pledges and power of attorney established herein to the corresponding person through a notary or the means it deems most suitable.

TENTH:    CONTINUED OWNERSHIP

        Grantor shall take the judicial and extrajudicial actions that are necessary, at their exclusive expense, to maintain ownership and free disposition of the Pledged Credit and to defend it against third-party actions.

ELEVENTH:    SUFFICIENT TITLE

        Grantor recognizes the Obligations that are described in Clause First of this deed, and represents that it shall recognize this deed as sufficient title for collection thereof in any collection action regarding the Obligations taken after an Event of Default. It is stipulated that any Obligation for which payment is agreed in a foreign currency shall be deemed extinguished only up to the amount that the pledgee has received in such freely convertible and available currency or if the payment is made in another currency, only up to the amount with which the foreign currency in which payment should have been made can be acquired with such currency, in the terms set down in the Term Loan Facility Agreement.

TWELFTH:    PROCESS AGENT

        Grantor grants a special, irrevocable power of attorney to Mr. Sergio Orrego Flory, Chilean, married, attorney, identification card number 7.051.727-2 and Ms. María Elena Dörr Bulnes, Chilean, single, attorney, identification card number 8.459.196-3 in order for any one thereof, acting indistinctively and separately, to receive on their behalf judicial and/or extrajudicial notifications and requests in any action, procedure or lawsuit relating to the contract set down in this deed and the Obligations, regardless of the procedure applicable or the court or authority entrusted with the hearing thereof. Therefore, upon notification or request to the attorney-in-fact, Grantor shall be deemed validly served in such action, procedure or lawsuit. In exercising this irrevocable power of attorney, the attorneys-in-fact shall be amply empowered to represent Grantor judicially, which includes receiving any type of notification, answering claims and acting with the judicial powers contained in both subparagraphs of Article Seventh of the Code of Civil Procedure, which are deemed expressly set out. Grantor expressly represents that the power of attorney set down in this clause is irrevocable in the terms of Article 241 of the Commercial Code because the execution thereof is of interest to the Lenders. Present in this act are Mr. Sergio Orrego Flory and Ms. María Elena Dörr Bulnes, both domiciled, for these purposes, in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, who are of age, evidence their identity by the aforesaid identity cards and declare that they accept the power of attorney granted thereto in this Section and promise not to resign it without written consent of the Agent.

THIRTEENTH:    NO LIMITATION

        The pledge and prohibition set down herein shall not be considered under any circumstances to be an amendment, substitution or limitation of the rights granted to the Lenders under the Term Loan Facility Agreement. It is further expressly stipulated that the pledge and prohibition established herein are without prejudice to any other collateral and prohibition that have been granted by Grantor and/or by third parties, whether real or personal, to secure the obligations identified in this deed.

FOURTEENTH:    FURTHER COMMITMENTS

        Grantor undertakes to make the representations and carry out all such actions in time and form at the expense thereof that the Agent may reasonably request or consider necessary to allow the Agent to perfect, preserve or protect this pledge or prohibition or to exercise any of the rights conferred upon the Agent or the Lenders under this Agreement or the law. To such end, Grantor undertakes to execute all such instruments, documents and contracts, obtain all consents, approvals and other authorizations necessary to create the pledge and prohibition granted herein legally and validly, without committing a contractual or legal default, and it undertakes to give all notices and instructions that the Agent may consider necessary.

FIFTEENTH:    VOID PAYMENTS

        If a judicial action is filed requesting the declaration that any sum paid to any of the Lenders under the Term Loan Facility Agreement be cancelled or otherwise voided in a proceeding of any type, including for example a bankruptcy, winding up or receivership procedure of the person who made

such payment, then such payment shall not be considered to have been made irrevocably for purposes of this pledge and prohibition.

SIXTEENTH:    DOMICILE

        For all legal purposes derived from this deed, Grantor elects its domicile as Santiago and submits to the jurisdiction of the ordinary courts of justice sitting and with venue in the borough of Santiago, Chile. This pledge is governed by the laws and other regulations and other provisions in effect in the Republic of Chile.

SEVENTEENTH:    EXPENSES; SUPPLEMENTAL DEEDS

        The expenses, taxes, notarial and registration fees relating to the execution or registration of this deed as well as those resulting from supplemental public deeds that might have to be executed in order to clarify, rectify or amend this deed and all those corresponding to the enforcement or release of this Pledge and prohibition at the pertinent time, will be paid by Grantor and each thereof grants a special and irrevocable power of attorney to Mr. Sergio Orrego Flory and Ms. María Elena Dörr Bulnes in order for any one thereof, acting with a representative of the Agent on behalf thereof, to be able to draft any text necessary to correct this public deed and attain full registration of the pledge and prohibition, as relevant. In use of their attributions, the representatives may correct and rectify the contents of this deed, the identification of the parties and the Pledged Credit or complete the data necessary for perfection of the agreements stipulated by the parties. Similarly, the representatives are empowered to execute those texts to public deed and register them in the respective registries together with this deed.

EIGHTEENTH:    SUCCESSORS AND ASSIGNS

        This pledge and prohibition shall benefit, and the rights granted may be exercised by, the Lenders or their successors or assigns or legal or conventional subrogates in the rights thereof. Such successors or assigns or legal or conventional subrogates shall have the same rights and benefits in respect of Grantor that this deed grants to the Lenders and they shall be considered Lenders for all pertinent legal and contractual purposes.

NINETEENTH:    HEADINGS

        The headings and titles contained in this deed have been placed for convenience and reference only and do not amend or interpret the intention of the parties in any way nor affect any of the stipulations herein.

        AUTHORITIES.    The authority of don Antonio José Cussen Mackenna to represent ROYAL GOLD CHILE LIMITADA is set down in power of attorney granted on March 31^st 2010 in Denver, Colorado, United States of America, was filed before the Santiago Notarial Office of Andrés Rubio Flores dated April 9, 2010. The authority of José Francisco Sanchez Drouilly and Hugo Sebastián Prieto Rojas to represent HSBC BANK USA, NATIONAL ASSOCIATION, is set down in the power of attorney granted in New York, United States of America on April 8, 2010 which, after due legalization, was filed on April 19, 2010 before René Benavente Cash, Notary of Santiago. The authority of Mr. Manuel Alberto Fumagalli Drago and Mr. Kevin Atkinson Tear to represent Compañía Minera Nevada SpA is set down in the public deed executed on 11 August 2008 in the Santiago Notarial Office of Ms. María Soledad Santos Muñoz. The authorities are not inserted, at the request of the parties, as they are known to the parties and to the attesting Notary. In witness whereof, the parties sign after reading, together with the attesting Notary. I issued a copy. I attest.

/s/ Antonio José Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for ROYAL GOLD CHILE LIMITADA

/s/ Jose Francisco Sanchez Drouilly
JOSE FRANCISCO SANCHEZ DROUILLY
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Hugo Sebastian Prieto Rojas
HUGO SEBASTIÁN PRIETO ROJAS
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Manuel Alberto Fumagallidrago
MANUEL ALBERTO FUMAGALLI DRAGO
for COMPAÑÍA MINERA NEVADA SpA

/s/ Kevin Atkinson Tear
KEVIN ATKINSON TEAR
for COMPAÑÍA MINERA NEVADA SpA
N.I.D. No.

/s/ Sergio Orrego Flory
SERGIO ORREGO FLORY

/s/ María Elena Dörr Bulnes
MARÍA ELENA DÖRR BULNES

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Exhibit 10.51

COMMERCIAL PLEDGE ON RIGHTS BY ROYAL GOLD CHILE LIMITADA TO HSBC BANK USA, NATIONAL ASSOCIATION

EX-10.52

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Exhibit 10.52

Free Translation

Journal No 18,548-2010.

COMMERCIAL PLEDGE ON RIGHTS

BY

ROYAL GOLD CHILE LIMITADA

TO

HSBC BANK USA, NATIONAL ASSOCIATION

        In Santiago, Republic of Chile, on 28^th May 2010, before me, RENÉ BENAVENTE CASH, attorney, Notary Public, Regular Notary of the Forty-Fifth Notary Office of Santiago, domiciled in this city at Huérfanos 979,7^th floor, there appear: Mr. ANTONIO JOSÉ CUSSEN MACKENNA, Chilean, married, commercial engineer, chilean national tax identity number 5.071.481-0, on behalf of, as shall be evidenced, ROYAL GOLD CHILE LIMITADA , a limited liability company incorporated and existing according to the laws of the Republic of Chile, hereinafter indistinctively the "Grantor", taxpayer identification number 76.763.240-1, both domiciled in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, Santiago; on the one hand, and on the other, JOSÉ FRANCISCO SANCHEZ DROUILLY, Chilean, married, attorney, chilean national tax identity number 6.866.519-1, and HUGO SEBASTIÁN PRIETO ROJAS, Chilean, single, attorney, national identity card number 11.947.423-K, both on behalf, as shall be evidenced, HSBC BANK USA, NATIONAL ASSOCIATION, a bank incorporated and existing according to the laws of the United States of America, hereinafter indistinctively also called the "Agent", acting pro se and on behalf of the "Lenders" defined in Section One below, all domiciled, for these purposes, at Magdalena 140, 20^th floor, borough of Las Condes, Santiago; the parties of age, whom I know because they have evidenced their identities to me by the aforesaid identity cards, and who state:

FIRST:    BACKGROUND INFORMATION AND SECURED OBLIGATIONS

1.1

On January 20, 2010, a Term Loan Facility Agreement (the "Term Loan Facility Agreement") was signed in the English language among ROYAL GOLD, INC., an American company, as borrower hereinafter indistinctively the "Main Borrower" the "Grantor", and RGLD GOLD CANADA, INC, and HIGH DESERT MINERAL RESOURCES, INC., foreign companies, as guarantors, hereinafter indistinctively the "Guarantors" or together with the Main Borrower, the "Credit Parties"; HSBC BANK USA, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as lenders and together with the other lenders that eventually acquire that status under the Term Loan Facility Agreement, hereinafter indistinctively the "Lenders", and also HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent on behalf of all Lenders, and HSBC SECURITIES (USA) INC., as sole lead arranger hereinafter indistinctively the "Sole Lead Arranger". Pursuant to the Term Loan Facility Agreement, both this instrument as well as the notes and several other instruments relating to the Term Loan Facility Agreement are included in the definition of Credit Documents hereinafter the "Credit Documents". The Term Loan Facility Agreement was subsequently amended on March 26, 2010, by way of an instrument granted in the English language named "Amended and Restated Term Loan Facility Agreement". For the purposes of this instrument, the term "Term Loan Facility Agreement" shall hereinafter refer to the Amended and Restated Term Loan Facility Agreement, and also include all amendments, additions and/or restated texts that have been executed in the past or that may be executed in the future with respect to such instrument.

1.2

Under the Term Loan Facility Agreement, the Lenders granted a loan to the Main Borrower for one hundred thirty million United States dollars, hereinafter the "Loan", which should be used by the Main Borrower and RG Exchangeco, Inc., its subsidiary, to acquire all shares in

INTERNATIONAL ROYALTY CORPORATION, a Canadian company. The funds from the Loan must be made available to the Main Borrower after all conditions established in Article V of the Term Loan Facility Agreement have been met.

1.3

The Credit Documents contain several obligations owed to each of the Lenders and the Agent, all included in the definition of Obligations as defined in the Term Loan Facility Agreement, enforceable against the Main Borrower and the other Credit Parties. Such obligations will be hereinafter called the "Obligations" and they include, for example, the payment of principal, interest, expenses, expenditures, reimbursements and indemnity obligations as well as all other amounts and fulfillment of all other obligations assumed, such as, merely by way of example and not limitation: (i) the Affirmative Covenants set down in Article VI of the Term Loan Facility Agreement whereby the Credit Parties promised to complete several actions during the term of the Obligations, including those indicated in Section 6.16, consisting of executing several collateral agreements defined as the Chilean Security Documents, in the Term Loan Facility Agreement, hereinafter the "Chilean Security", which include: (a) the pledge on equity interests in Grantor by the partners therein; (b) the pledge on royalty rights or royalties held by Grantor regarding the mining projects known as Pascua-Lama, El Toqui and Andacollo, all included in the definition of Material Royalties as defined in the Term Loan Facility Agreement; (c) the public deed of surety and joint and several co-debt executed on May 7^th 2010 before the attesting notary, repertory number 16,103-2010; and (d) any other security associated or related with the foregoing. The Chilean Security must be executed in terms formally and substantively acceptable to the Agent no later than May 28, 2010, and any notice in regard thereto must also be delivered no later than June 28, 2010. A legal opinion of the counsel to Grantor must also be delivered in this latter period of time on the signature and perfecting of the aforesaid Material Royalties pledges; (ii) the Negative Covenants assumed by the Credit Parties in Article VII of the Term Loan Facility Agreement; (iii) the Guaranty granted according to Article XI of the Term Loan Facility Agreement by which each Guarantor undertook unconditionally and irrevocably to be the surety and joint and several co-debtor of full and timely payment of any and all of the Obligations, either at original maturity or upon acceleration.

1.4

The Term Loan Facility Agreement is subject to the laws of the State of New York, United States of America, and the parties thereto have submitted the resolution of any dispute, claim, action or procedure that may arise in relation to the Term Loan Facility Agreement to the jurisdiction of the State or Federal Courts sitting in New York City, State of New York, United States of America.

SECOND:    PLEDGED CREDIT

2.1

By public deed of Stock Purchase, hereinafter the Stock Purchase, signed under Journal Number 102 on August 8, 1997 among Breakwater Resources Ltd., Roberto Mayorga Lorca, Sociedad Contractual Minera Barrick y Compañia, and Minera Barrick Chile Limitada in the Santiago Notarial Office of Eduardo Avello Concha, Breakwater Resources Ltda. promised that Sociedad Contractual Minera El Toqui would pay Sociedad Contractual Minera Barrick and Compañia Minera Barrick Chile Limitada a royalty or fee calculated over the net smelter return on the zinc concentrate production coming from a series of mining properties of SOCIEDAD CONTRACTUAL MINERA EL TOQUI, hereinafter the Mining Properties, consisting of the right to receive certain payment streams. This royalty or fee is called the El Toqui Royalty and the terms and conditions thereof are set down in Section 6.B of the Stock Purchase and in the private, English-language document named Share Purchase and Royalty Agreement, which forms an integral part of such article and was filed on August 8, 1997 under Journal Number 27 in the Santiago Notarial Office of Mr. Eduardo Avello Concha.

2.2

Sociedad Contractual Minera Barrick was absorbed by a merger with Compañia Minera Barrick Chile Limitada by public deed dated November 2, 2007, executed in the Santiago Notarial Office of José Musalem Saffie. Compañia Minera Barrick Chile Limitada became the successor of all assets, rights and interests, including its rights to the El Toqui Royalty, which therefore became the full property of Compañia Minera Barrick Chile Limitada.

2.3

On March 30, 2009, Compañia Minera Barrick Chile Limitada sold, assigned and transferred all rights corresponding, or that may correspond, thereto in the El Toqui Royalty described in Section 6.B of the Stock Purchase and Schedule 2.5 of the Share Purchase and Royalty Agreement to Grantor with retroactive effect as at 1^st October 2008, by means of the Rights Assignment signed, under Journal Number 1615-2009 in the Santiago Notarial Office of Raul Undurraga Laso, hereinafter the Rights Assignment. The Rights Assignment did not include the rights arising now or in the future for the assignor in relation to the exploration royalty and/or repurchase option of certain exploration mining concessions regulated in Section 6.C of the Stock Purchase and Section 2.6 and Schedule 2.6 of the Share Purchase and Royalty Agreement, hereinafter also the Repurchase Option and Exploration Royalty.

2.4

In the Rights Assignment, Compañia Minera Barrick delivered a notarized copy of the Stock Purchase and of the Share Purchase and Royalty Agreement to Grantor, consisting of the assigned credit in which the pertinent assignment, designation of the assignee and signature of the assignor were noted. Grantor declared receipt thereof to its full and total satisfaction. Sociedad Contractual Mineral El Toqui also established a prohibition to convey, assign or transfer (hereinafter indistinctively the El Toqui Prohibition) certain concessions, called the El Toqui Mining Concessions, unless it had prior authorization of Grantor, in the terms and conditions indicated in the public deed executed March 30, 2009 under Journal Number 1616-2009 in the Santiago Notarial Office of Raul Undurraga Laso. As a consequence of the Rights Assignment, Grantor became the holder of the El Toqui Royalty and the El Toqui Prohibition as of October 1, 2008 and took over the contractual position held through that date by the assignor thereof.

THIRD:    COMMERCIAL PLEDGE

3.1

In order to guarantee full, effective and timely payment of the Obligations assumed now or in the future under the Term Loan Facility Agreement and/or any other Credit Document as well as any other obligation of the Credit Parties, including the Main Borrower and the Guarantors (hereinafter all collectively and indistinctively called the Borrowers) owed to the Lenders under the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and/or any other Credit Document, GRANTOR hereby grants a commercial pledge in favor of the Lenders, represented by the Agent, on the El Toqui Royalty (hereinafter called indistinctively the Pledged Credit) according to Article 813 et seq. of the Commercial Code and the terms and conditions set out below (the Pledge). Notwithstanding the other rights that correspond to the Lenders pursuant to the law in regard to the content and scope of this Pledge, it is agreed: (i) that this Pledge shall be governed by the stipulations agreed below and otherwise by the provisions on pledge and common law contained in the Commercial Code of Chile; (ii) by this Pledge, Grantor secures payment to the Lenders of the Obligations, whether performance can be required on the agreed dates or earlier; (iii) Grantor also secures performance of Obligations by set-off, i.e. the corresponding damage indemnity decreed by any court in the country and/or abroad, as the case may be; and payment of all accessories to the Obligations, such as interest, including default interest, commissions, taxes, remunerations, charges, costs, judicial or extrajudicial collection expenses, including attorneys' fees, insurance premiums, any other disbursements that the Lenders have made that originate in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement or this Pledge; (iv) Grantor also secures fulfillment of conditional, term and future obligations originating in the Term Loan Facility Agreement, any other Credit Documents and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) Grantor also secures fulfillment of all obligations owed by the Borrowers to the Lenders because of extensions, renewals, amplifications or other amendments made to the Term Loan Facility Agreement and/or any other Credit Document. For these purposes, Grantor irrevocably and unconditionally accepts any amplification, extension, renewal, acceleration or amendment to the Term Loan Facility Agreement, any other Credit Document and/or any of the obligations arising therefrom such as, for example, in relation to

amount, place of payment, conditions assessable thereon, modes determining them, amplification or renewal of periods and establishment of new periods agreed upon by the Borrowers; and a waiver in favor of the Lenders of any right, motion, allegation or defense relating to this matter; and (vi) Grantor further secures payment of any marketable securities documenting now or in the future, in Chile or abroad, the Obligations originating in the Term Loan Facility Agreement, any other Credit Document and/or all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; and the payment of marketable securities that might be signed, accepted or endorsed in renewal, replacement or addition to other previous ones because of the amplifications, extensions, renewals or amendments mentioned in clause (v) above. Furthermore, to the extent not contrary to the laws of the Republic of Chile and without prejudice to the foregoing, Grantor further undertakes to indemnify the Lenders, the Agent and/or the Sole Lead Arranger for any cost, loss or damage suffered by any thereof should any of the Obligations be declared illegal, void or otherwise ineffective, unenforceable or non-binding now or in the future. Such indemnity must redress the equivalent to what the indemnitee could have obtained by fulfillment of the secured obligation.

3.2

The Lenders are empowered, without any need to notify or obtain the acceptance of Grantor nor affecting the validity or enforceability of this Pledge nor establishing any extinguishment, limitation, impairment or release of the obligations of Grantor: (i) to agree at any time with the Borrowers to renewals, extensions or other amendments of the Obligations, whether they have been stipulated originally in the Term Loan Facility Agreement or introduced thereafter, such as, for example, the place of payment, conditions, terms, modes or other conditions that may be assessed thereon, acceleration or other circumstances of payment; (ii) to settle, submit to arbitration, waive or pardon the Obligations, accept or reject any offer of fulfillment thereof, agree to novations or substitutions of the Obligations or subordinate the payment thereof to any other obligation; (iii) to agree to other sureties or other collateral or security in guarantee of the Obligations; (iv) to waive, exchange, submit to arbitration, subordinate or modify, with or without reason, any collateral or security of the Borrowers or third parties securing fulfillment of the Obligations arising from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement; (v) to determine, at their discretion, the order in which they will enforce the collateral or security securing performance of the Obligations arising from the Term Loan Facility Agreement, the other Credit Documents and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement and the exercise of the rights available thereto as a result; and (vi) to allocate, at their discretion, the proceeds of the liquidation of any collateral or security, including of third parties, to payment of any of the Obligations due now or in the future under the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to Lenders under the Term Loan Facility Agreement.

3.3

Grantor, duly represented as indicated in the preamble, hereby accepts and agrees to the benefit of the Lenders that the occurrence of any Event of Default, as defined in Article VIII of the Term Loan Facility Agreement and hereinafter called an Event of Default, may cause the immediate, irrevocable acceleration of the Obligations or of the instruments that might document such Obligations and, therefore, of the Pledge, as if due, as well as of any interest and expenses arising therefrom. Each and every one of the collection and/or other actions resulting from the Term Loan Facility Agreement and all such contracts and instruments that are signed and delivered to the Lenders under the Term Loan Facility Agreement might be pursued according to the general rules of law.

3.4

For purposes of number 2 of Article 185 of the Commercial Code, the parties expressly stipulate that the principal under the Loan that is part of the Obligations totals one hundred thirty million United States dollars.

FOURTH:    DELIVERY

        For purposes of article 2389 of the Civil Code, the parties represent that Grantor hereby delivers the title to the Pledged Credit to the Agent, which includes: (i) a counterpart of the public deed containing the Stock Purchase; (ii) a counterpart of the filing of the private, English-language Share Purchase and Royalty Agreement; and (iii) a counterpart of the public deed containing the Rights Assignment. This delivery perfects the Pledge among the parties and is the way in which the real right of pledge is transferred to the Lenders. The Agent declares receipt thereof to its full satisfaction.

FIFTH:    PROHIBITION TO ENCUMBER AND CONVEY

        Grantor further undertakes not to encumber, convey, dispose of or enter into any act or contract in regard to the Pledged Credit as long as the Pledge set out herein is in effect, unless they have prior written authorization of the Agent. The Parties declare that convey shall mean any collateral or any lien, prohibition, third-party right, attachment, impediment or restriction that may affect or hinder the free use, enjoyment or disposal of the Pledged Credit.

SIXTH:    ACCEPTANCE

        The Agent hereby accepts the commercial pledge on interests and prohibition to encumber and convey set down in this deed and acquires the real right of pledge for the Lenders.

SEVENTH:    REPRESENTATIONS

7.1

Grantor represents that it is the sole and exclusive owner of the Pledged Credit, that the Pledged Credit is free of any other liens, litigation, prohibition to encumber and convey and any other restriction, attachment, precautionary measure, resolutory actions or third-party priority rights; and they are not assessed by options, sale promises, conditional or term sales nor any other act or contract that seeks or is intended to transfer ownership of the Pledged Credit or give it in guarantee of other obligations; and there is no impediment that might affect the free disposal, establishment or enforcement of the Pledge and prohibitions to encumber and convey set down herein, with the exception of that established in Section 9.3 of Article Ninth of the Share Purchase and Royalty Agreement.

7.2

Grantor has full power and lawful authority to enter into this agreement and to pledge the Pledged Credit to the Agent and to grant to the Agent a first and prior security interest therein as herein provided, all of which have been duly authorized by all necessary corporate action.

7.3

The execution and delivery and the performance hereof are not in contravention of any charter, articles of incorporation or bylaw provision, or of any instrument or undertaking to which Grantor is a party or by which Grantor or its property are bound.

7.4

This agreement constitutes the valid and legally binding guarantee of Grantor enforceable in accordance with its terms.

7.5

Grantor will defend the Pledged Credit against all claims and demands of all persons at any time claiming the same or any interest therein. Any officer or representative acting for or on behalf of Grantor in connection with this agreement or any aspect hereof, or entering into or executing this agreement on behalf of Grantor, have been duly authorized to do so, and are fully empowered to represent Grantor in connection with this agreement and all matters related thereto or in connection therewith.

EIGHTH:    APPEARANCE AND ACCEPTANCE OF THE PLEDGOR

8.1

Grantor and the Lenders hereby forbid SOCIEDAD CONTRACTUAL MINERA EL TOQUI to pay all or part of the Pledged Credit to anyone other than the Lenders or the Agent, on behalf of the Lenders, as of the date when notice is sent pursuant to Section 8.2 below. Present in this act is SOCIEDAD CONTRACTUAL MINERAL EL TOQUI, taxpayer identification

number 78.590.760-4, duly represented by Mr. Norman Gridley, Canadian, single, ingeneer, taxpayer identification number for foreigners 22.422.776-0, and Mr. Roberto Mayorga Lorca, chilean, married, lawyer, taxpayer identification number for foreigners 4.514.198-5, both domiciled at Avenida Apoquindo 4001, office 403, Las Condes Santiago, of legal age, who hereby receives notice pursuant to article 2389 of the Civil Code and accepts the Pledge established herein and, accordingly, unconditionally, irrevocably and unreservedly accepts the obligation to pay the Pledged Credit to the Lenders or the Agent, on behalf of the Lenders, or to the successor or substitute thereof according to this agreement and article 12 of Decree Law 776 of 1925, once it receives the notice indicated in Section 8.2 below.

8.2

Notwithstanding the stipulations in Section 8.1 above, should an Event of Default occur that has not been waived or otherwise remedied in the period established in the Term Loan Facility Agreement, at the exclusive discretion of the Lenders and/or the Agent, the Parties agree that the Lenders or the Agent, on behalf of the Lenders, shall exercise the rights available thereto regarding the Pledged Credit. In this case, the Agent, on behalf of the Lenders, shall send a notice to SOCIEDAD CONTRACTUAL MINERA EL TOQUI through a Notary Public and as of the date of delivery thereof, SOCIEDAD CONTRACTUAL MINERA EL TOQUI will be forbidden to pay the Pledged Credit to anyone other than the Lenders or the Agent, on behalf of the Lenders, as provided in Article 816 of the Commercial Code. Until such notice is sent to SOCIEDAD CONTRACTUAL MINERAL EL TOQUI, Grantor shall be empowered to collect and receive the Pledged Credit and allocate funds to the activities forming part of its business. The funds thus received and allocated will be released from the Pledge established herein.

8.3

BREAKWATER RESOURCES LTD., Chilean tax identification number 59.138.960-2, duly represented by Mr. Daniel Goffaux, Canadian, married, civil mine engineer, passport number BA 134824 of Canada, both domiciled at Avenida Apoquindo 4001, office 403, Las Condes Santiago, of legal age, hereby declare to be take knowledge and accept in all its parts the Pledge that is constituted by this act and the obligations assumed by SOCIEDAD CONTRACTUAL MINERA EL TOQUI in this instrument, furthermore, granting his express authorization to the same, in the terms required in Section 9.3(c) of Article Ninth of the "Share Purchase and Royalty Agreement".

NINTH:    COLLECTION BY THE AGENT

9.1

If the notice indicated in Section 8.2 above has been sent, the Agent shall be empowered to collect the Pledged Credit provided it has accrued and is due and payable, wherefore it shall be deemed the legal representative of Grantor according to article 12 of Decree Law 776 of 1925. The sums received by the Agent from Sociedad Contractual Minera El Toqui on behalf of the Lenders shall be applied by the Agent immediately, without any formality, toward payment of the Obligations secured by this Pledge, notwithstanding the Agent's obligation, on behalf of the Lenders, to render an account to GRANTOR. The Agent may, on behalf of the Lenders, ask SOCIEDAD CONTRACTUAL MINERA EL TOQUI to make the payments of the Pledged Credit directly in its name, which SOCIEDAD CONTRACTUAL MINERA EL TOQUI must do, including if for such purpose it is necessary to replace a payment document originally issued in the name or to the Grantor by an equivalent issued in the name of the Agent Furthermore, notwithstanding the foregoing, the Agent will be authorized to withdraw checks in payment and any other document extended to that end by SOCIEDAD CONTRACTUAL MINERA EL TOQUI to the order or name of Grantor that is linked in any way with the El Toqui Royalty and in this latter case, it may endorse such checks and any other document in ownership or in collection commission and dispose thereof, cash them and exercise any and all of the other rights inherent to the account holder in order to receive effectively the amount of such checks and any other document. The Agent, on behalf of the Lenders, may also issue the receipts requested for the amounts collected and received thereby and it may sign the public or private documents required by SOCIEDAD CONTRACTUAL MINERA EL TOQUI in relation to the foregoing.

9.2

Notwithstanding the Pledge established in accordance with this deed, and in the event that SOCIEDAD CONTRACTUAL MINERA EL TOQUI refuses for any reason to make the payment to the Agent in its capacity as Lender, Grantor hereby confers an irrevocable power of attorney upon the Agent in accordance with Article 241 of the Commercial Code in order for the Agent to collect, in the name and on behalf thereof, all sums it is entitled to receive because of the Pledged Credit, to execute the liquidations, issue the receipts and/or cancellations necessary and allocate the proceeds thereof to payment of the Obligations, including any amplification, extension, renewal, acceleration or amendment thereof, whether such monies have accrued or consist of default interest, at the Agent's discretion, with the specific power to prepay. The Agent is released from the obligation to render account of his actions under such power of attorney. This power of attorney also includes the power of the Agent to represent Grantor judicially and extrajudicially in order to collect any sums arising in relation to the Pledged Credit and/or any dispute relative to performance, existence and/or validity thereof, as well as the exercise of any action relating to the El Toqui Prohibition, all using the powers indicated in both subparagraphs of Article Seventh of the Code of Civil Procedure, particularly the power to discontinue an action filed in the first instance, accept the counterclaim, reply to interrogatories, waive legal remedies or terms, settle, submit to arbitration, grant arbitrators their powers of conciliators, approve compositions and receive. A written notice from the Agent to SOCIEDAD CONTRACTUAL MINERA EL TOQUI shall suffice to exercise the power of attorney established in this section. As of deliver of such notice, SOCIEDAD CONTRACTUAL MINERAL EL TOQUI shall pay the corresponding amounts directly to the Agent. In order to complete this mission, the agent shall be empowered to submit and sign all documents necessary to that end, without any conventional limitation, and to collect all payments that are made. The Agent accepts such power of attorney and the Grantor expressly represents that it accepts and assumes that because of the nature of this commission, the Agent shall have no liability of any type if all or part thereof cannot be completed by the attorney-in fact for any cause or reason, and it hereby releases the Agent from any such liability. It is further stipulated that any default by the Grantor on the obligations assumed herein at any time whatsoever shall entitle the Agent to waive, ipso facto and immediately, all or part of the instructions given, as the Agent deems pertinent, without any type of liability, which the Grantor hereby accepts, notwithstanding giving written notice to the Grantor about the resignation.

9.3

Grantor undertakes to provide the Agent with all documentation and/or calculations necessary to proceed with timely collection of the sums to which it is entitled because of the Pledged Credit in any event in which the Agent proceeds directly with collection of the Pledged Credit.

9.4

The Agent is hereby empowered to notify the pledges and power of attorney established herein to the corresponding person through a notary or the means it deems most suitable.

TENTH:    CONTINUED OWNERSHIP

        Grantor shall take the judicial and extrajudicial actions that are necessary, at their exclusive expense, to maintain ownership and free disposition of the Pledged Credit and to defend it against third-party actions.

ELEVENTH:    SUFFICIENT TITLE

        Grantor recognizes the Obligations that are described in Clause First of this deed, and represents that it shall recognize this deed as sufficient title for collection thereof in any collection action regarding the Obligations taken after an Event of Default. It is stipulated that any Obligation for which payment is agreed in a foreign currency shall be deemed extinguished only up to the amount that the pledgee has received in such freely convertible and available currency or if the payment is made in another currency, only up to the amount with which the foreign currency in which payment should have been made can be acquired with such currency, in the terms set down in the Term Loan Facility Agreement.

TWELFTH:    PROCESS AGENT

        Grantor grants a special, irrevocable power of attorney to Mr. Sergio Orrego Flory, Chilean, married, attorney, identification card number 7.051.727-2 and Ms. María Elena Dörr Bulnes, Chilean, single, attorney, identification card number 8.459.196-3 in order for any one thereof, acting indistinctively and separately, to receive on their behalf judicial and/or extrajudicial notifications and requests in any action, procedure or lawsuit relating to the contract set down in this deed and the Obligations, regardless of the procedure applicable or the court or authority entrusted with the hearing thereof. Therefore, upon notification or request to the attorney-in-fact, Grantor shall be deemed validly served in such action, procedure or lawsuit. In exercising this irrevocable power of attorney, the attorneys-in-fact shall be amply empowered to represent Grantor judicially, which includes receiving any type of notification, answering claims and acting with the judicial powers contained in both subparagraphs of Article Seventh of the Code of Civil Procedure, which are deemed expressly set out. Grantor expressly represents that the power of attorney set down in this clause is irrevocable in the terms of Article 241 of the Commercial Code because the execution thereof is of interest to the Lenders. Present in this act are Mr. Sergio Orrego Flory and Ms. María Elena Dörr Bulnes, both domiciled, for these purposes, in this city at Avenida Andrés Bello 2711, 16^th floor, borough of Las Condes, who are of age, evidence their identity by the aforesaid identity cards and declare that they accept the power of attorney granted thereto in this Section and promise not to resign it without written consent of the Agent.

THIRTEENTH:    NO LIMITATION

        The pledge and prohibition set down herein shall not be considered under any circumstances to be an amendment, substitution or limitation of the rights granted to the Lenders under the Term Loan Facility Agreement. It is further expressly stipulated that the pledge and prohibition established herein are without prejudice to any other collateral and prohibition that have been granted by Grantor and/or by third parties, whether real or personal, to secure the obligations identified in this deed.

FOURTEENTH:    FURTHER COMMITMENTS

        Grantor undertakes to make the representations and carry out all such actions in time and form at the expense thereof that the Agent may reasonably request or consider necessary to allow the Agent to perfect, preserve or protect this pledge or prohibition or to exercise any of the rights conferred upon the Agent or the Lenders under this Agreement or the law. To such end, Grantor undertakes to execute all such instruments, documents and contracts, obtain all consents, approvals and other authorizations necessary to create the pledge and prohibition granted herein legally and validly, without committing a contractual or legal default, and it undertakes to give all notices and instructions that the Agent may consider necessary.

FIFTEENTH:    VOID PAYMENTS

        If a judicial action is filed requesting the declaration that any sum paid to any of the Lenders under the Term Loan Facility Agreement be cancelled or otherwise voided in a proceeding of any type, including for example a bankruptcy, winding up or receivership procedure of the person who made such payment, then such payment shall not be considered to have been made irrevocably for purposes of this pledge and prohibition.

SIXTEENTH:    DOMICILE

        For all legal purposes derived from this deed, Grantor elects its domicile as Santiago and submits to the jurisdiction of the ordinary courts of justice sitting and with venue in the borough of Santiago, Chile. This pledge is governed by the laws and other regulations and other provisions in effect in the Republic of Chile.

SEVENTEENTH:    EXPENSES; SUPPLEMENTAL DEEDS

        The expenses, taxes, notarial and registration fees relating to the execution or registration of this deed as well as those resulting from supplemental public deeds that might have to be executed in order to clarify, rectify or amend this deed and all those corresponding to the enforcement or release of this Pledge and prohibition at the pertinent time, will be paid by Grantor and each thereof grants a special and irrevocable power of attorney to Sergio Orrego Flory andMaría Elena Dörr in order for any one thereof, acting with a representative of the Agent on behalf thereof, to be able to draft any text necessary to correct this public deed and attain full registration of the pledge and prohibition, as relevant. In use of their attributions, the representatives may correct and rectify the contents of this deed, the identification of the parties and the Pledged Credit or complete the data necessary for perfection of the agreements stipulated by the parties. Similarly, the representatives are empowered to execute those texts to public deed and register them in the respective registries together with this deed.

EIGHTEENTH:    SUCCESSORS AND ASSIGNS

        This pledge and prohibition shall benefit, and the rights granted may be exercised by, the Lenders or their successors or assigns or legal or conventional subrogates in the rights thereof. Such successors or assigns or legal or conventional subrogates shall have the same rights and benefits in respect of Grantor that this deed grants to the Lenders and they shall be considered Lenders for all pertinent legal and contractual purposes.

NINETEENTH:    HEADINGS

        The headings and titles contained in this deed have been placed for convenience and reference only and do not amend or interpret the intention of the parties in any way nor affect any of the stipulations herein.

        AUTHORITIES.    The authority of the representative of SOCIEDAD CONTRACTUAL MINERA EL TOQUI consists on the 34^th Board Meeting of the company set down in the public deed executed on September 15^th 2008 in the Santiago Notarial Office of Iván Torrealba Acevedo. The authority of the representative of BREAKWATER RESOURCES LTD. consists on the power of attorney granted on Toronto, Canada, which, after due legalization, was filed on March 3^rd 2009 in the Santiago Notarial Office of Iván Torrealba Acevedo. The authority of don Antonio José Cussen Mackenna to represent ROYAL GOLD CHILE LIMITADA is set down in power of attorney granted on March 31^st 2010 in Denver, Colorado, United States of America, was filed before the Santiago Notarial Office of Andrés Rubio Flores dated April 9, 2010. The authority of José Francisco Sanchez Drouilly and Hugo Sebastián Prieto Rojas to represent HSBC BANK USA, NATIONAL ASSOCIATION, is set down in the power of attorney granted in New York, United States of America on April 8, 2010 which, after due legalization, was filed on April 19, 2010 before René Benavente Cash, Notary of Santiago. The authorities are not inserted, at the request of the parties, as they are known to the parties and to the attesting Notary. In witness whereof, the parties sign after reading, together with the attesting Notary. I issued a copy. I attest.

/s/ Antonio José Cussen MacKenna
ANTONIO JOSÉ CUSSEN MACKENNA
for ROYAL GOLD CHILE LIMITADA

/s/ Jose Francisco Sanchez Drouilly
JOSE FRANCISCO SANCHEZ DROUILLY
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Hugo Sebastián Prieto Rojas
HUGO SEBASTIÁN PRIETO ROJAS
for HSBC BANK USA, NATIONAL ASSOCIATION

/s/ Norman Gridley
NORMAN GRIDLEY
for SOCIEDAD CONTRACTUAL MINERA EL TOQUI

/s/ Roberto Mayorga Lorca
ROBERTO MAYORGA LORCA
for SOCIEDAD CONTRACTUAL MINERA EL TOQUI

/s/ Daniel Goffaux
DANIEL GOFFAUX
For BREAKWATER RESOURCES LTD.

/s/ Sergio Orrego Flory
SERGIO ORREGO FLORY

/s/ María Elena Dörr Bulnes
MARÍA ELENA DÖRR BULNES

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Exhibit 10.52

COMMERCIAL PLEDGE ON RIGHTS BY ROYAL GOLD CHILE LIMITADA TO HSBC BANK USA, NATIONAL ASSOCIATION

EX-10.60

Exhibit 10.60

Robinson Property Trust
Ancillary Agreement

This Robinson Property Trust Ancillary Agreement (this “Ancillary Agreement”) is entered into among Kennecott Holdings Corporation (formerly Kennecott Corporation), Kennecott Rawhide Mining Company, and Kennecott Nevada Copper Company (collectively, “Kennecott”), and BHP Copper Inc. (“BHP Copper”), and BHP Nevada Mining Company (“BHP NMC”) (collectively, “BHP”) on September 12, 2003.

Recitals

Whereas, Kennecott was one of several former owners and operators of certain portions of a mining property commonly known as the “Robinson Property” located in White Pine County, Nevada, and more particularly described in Exhibit A to this Ancillary Agreement.

Whereas, on December 20, 1989 the Second Judicial Court for the State of Nevada in and for the County of Washoe (the “Court”) entered an order enforcing that certain “Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement” in Silver King Mines, Inc., et al. v. Kennecott Corporation et al., No. CV 89-4027 Dept. No. 9 (herein defined, together with all amendments thereto, as the “Stipulation”), to which Kennecott and other former owners/operators of the Robinson Property were parties. By the Stipulation, the former owners/operators reached a settlement of a number of issues concerning the Robinson Property.

Whereas, the Stipulation provided, among other provisions, that Kennecott was to receive a three percent (3%) net smelter return royalty interest in the base metals and associated metals co-products, including precious metals, produced from the Robinson Property (the “NSR Royalty”) and that Kennecott would begin to receive such NSR Royalty after a trust fund was funded for Reclamation and Remediation (as those terms are defined in the Stipulation) of the Robinson Property (the “Trust Fund”).

Whereas, under the Stipulation, an amount equivalent to the first Twenty Million Dollars ($20,000,000), inclusive of interest, of the NSR Royalty was to be deposited into the Trust Fund.

Whereas, on December 11, 1990, the Court entered an order entitled “Amendment to Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement and Order” in Silver King Mines, Inc., et al. v. Kennecott Corporation et al., No. CV89-4027 Dept. No. 1(9) to which Kennecott and other certain prior owners and operators of the Robinson Property were a party (the “First Amendment”). The First Amendment amended various provisions to the Stipulation concerning use of the Trust Fund for Reclamation and Remediation obligations.

Whereas, under the terms of a letter of agreement dated December 14, 1990 (the “Letter Agreement”), Magma Copper Company agreed to assume responsibility for specified indemnification obligations arising out of the Stipulation and the First Amendment, as more fully described in paragraphs 5 and 6 of the Second Amendment identified below.

Whereas, pursuant to the Letter Agreement, on October 25, 1991, Kennecott; Magma Copper Company, Magma Nevada Mining Company and Magma Limited Partner Company, and the Robinson Mining Limited Partnership (collectively “Magma”); and other certain former owners/operators of the Robinson Property entered into an agreement entitled “Amendment No. 2 to Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement and Order” that was approved by the Court on December 12, 1991 in Silver King Mines, Inc. et al. v. Kennecott Corp. et al., No. CV89-4027 Dept. No. 1(9) (the “Second Amendment”).

Whereas, under the terms of the Second Amendment, Magma assumed specified Reclamation and Remediation obligations with respect to the Robinson Property and specified indemnity obligations to Kennecott and received the rights in, and assumed the obligations relating to, the Trust Fund.

Whereas, in February 1996, following the acquisition by BHP Sub Inc. of Magma Copper Company’s stock, Magma Copper Company’s name was changed to BHP Copper Inc. In addition, Magma Nevada Mining Company’s name was changed to BHP Nevada Mining Company and Magma Limited Partner Co. became BHP Copper Limited Partner Company. BHP Nevada Mining Company and BHP Copper Limited Partner Company continued as partners in the Robinson Mining Limited Partnership.

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Whereas, in May 1999, BHP Copper Limited Partner Co. was merged into BHP Nevada Mining Company, resulting in the dissolution of the Robinson Mining Limited Partnership, with the partnership assets and liabilities being assumed by BHP NMC.

Whereas, through various transactions, corporate acquisitions and reorganizations, including those set forth above, Kennecott and BHP remain parties to the Stipulation.

Whereas, on June 29, 1999, operations at the Robinson Property were temporarily terminated due to economic conditions and the operation has been placed in care and maintenance resulting in a cessation of royalty accruals.

Whereas, since the inception of its operations, BHP NMC has performed Reclamation and Remediation work at the Robinson Property to address environmental issues from its operations and those of its predecessors.

Whereas, as among themselves, Kennecott and BHP (collectively, the “Parties”) intend (i) to more fully define the NSR Royalty (including a protocol for conducting audits and resolving disputes regarding the NSR Royalty) and to provide for public recording of the NSR Royalty, (ii) to more fully define BHP’s obligation to initially fund the Trust Fund (including a dispute resolution protocol should Kennecott object to the initial amount of funding); (iii) to provide a protocol governing indemnity claims under the Stipulation, (iv) to define BHP’s reporting obligations regarding Reclamation and Remediation expenditures (including a dispute resolution protocol for any disagreement or dispute related thereto), and (v) to define the confidentiality obligations of the Parties with respect to information provided or exchanged pursuant to the Stipulation.

NOW THEREFORE, in exchange for the mutual obligations contained in this Ancillary Agreement and other consideration, the adequacy and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound, agree as follows:

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1.NSR Royalty. The NSR Royalty shall be calculated as provided in, and paid in accordance with the provisions of Exhibit B, which exhibit sets forth a protocol for conducting audits and resolving disputes regarding the NSR Royalty. To provide record notice of the NSR Royalty, BHP shall execute and deliver, and Kennecott shall record, the Notice of Royalty Interest in Robinson Property attached as Exhibit C.

2.Initial Funding of the Trust Fund. BHP Copper shall form the Trust Fund under that certain September 12, 2003 Robinson Restoration Trust Agreement between BHP Copper Inc., BHP Nevada Mining Company, Kennecott, and The Bank of New York (the “Trust Agreement”). The amount by which BHP Copper initially funds the Trust Fund (the “Initial Amount”) shall be the NSR Royalty for the period of February 1996 to December 31, 1999 (“Accrued Royalty”) plus interest on the Accrued Royalty (“Accrued Interest”) minus previously incurred Reclamation and Remediation expenses (“Previous Reclamation Expenses”). Based on the auditing procedure previously undertaken by BHP Copper and Kennecott, BHP Copper has determined that the Accrued Royalty is $8,708,948; the Accrued Interest is $1,272,761; and the Previous Reclamation Expenses are approximately $4,956,032. Therefore, the Initial Amount funded to the Trust Fund shall be $5,025,677. Within 30 days after initial funding, Kennecott shall specify and request in writing from BHP additional relevant materials and data necessary for Kennecott to reasonably determine the Accrued Royalties and Previous Reclamation Expenses, for purposes of a final audit of the Initial Amount (“Final Audit Materials”). The requested Final Audit Materials shall not already be in Kennecott’s possession and shall not be duplicative of materials and data previously provided by BHP to Kennecott. BHP shall provide Final Audit Materials, to the extent that they are reasonably available to BHP, within 30 days of the request. Unless Kennecott objects within 60 days of receipt of the Final Audit Materials as provided in Section 5 of this Ancillary Agreement, the Initial Amount shall satisfy all NSR Royalty payment obligations of BHP Copper and/or BHP NMC incurred up through the end of FY2002; and the Previous Reclamation Expenses and Initial Amount shall be credited against the NSR Trust Fund obligation amount, pursuant to the Robinson Stipulation (specifically Sections 5 of the December 14, 1990 Letter Agreement and 8 of the Second Amendment).

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3.Indemnity Protocol.

(a)As set forth in Section 1(H) of the Stipulation and paragraph 6 of the Second Amendment to the Stipulation, the parties constituting BHP are obligated, jointly and severally, “to save, indemnify and hold Kennecott and its predecessors and successors free and harmless from any and all liability for all environmental and reclamation costs, investigations, demands, and liabilities associated with the Robinson Property occurring or accruing at any time in an amount equal to the total of such costs multiplied by the Participating Interest percentage of ... [BHP] ...., but in no event shall ... [the] indemnity to Kennecott and its predecessors and successors be less than forty percent (40%) of such costs.”

(b)If any third party shall notify Kennecott with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against BHP under the Stipulation, then Kennecott shall notify BHP thereof in writing, provided however, that unreasonable delay on the part of Kennecott in notifying BHP that causes actual prejudice to BHP may relieve BHP from any obligation hereunder. BHP shall have the right to assume the defense of the Third Party Claim with counsel of its choice at any time within fifteen (15) days after Kennecott has given notice of the Third Party Claim; provided however, that Kennecott may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. BHP agrees that it will not consent to the entry of any judgment or enter into any settlement with regard to any Third Party Claim without the prior written consent of Kennecott (not to be unreasonably withheld) and Kennecott agrees that it will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of BHP (not to be unreasonably withheld). In the event that BHP does not assume and conduct the defense of the Third Party Claim in accordance with the Stipulation, (i) Kennecott may defend against and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner it reasonably may deem appropriate (however, Kennecott will consult with, and obtain consent from, BHP in connection therewith, which consent shall not be unreasonably withheld) and (ii) BHP will remain responsible for any cost, injury, expense or damage

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which Kennecott may suffer or incur resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in the Stipulation.

4.Reporting Reclamation and Remediation Activities & Expenditures.

(a)BHP NMC will provide Kennecott with a report within thirty (30) days of the end of each calendar quarter during which Reclamation or Remediation activities have occurred on the Robinson Property, and which report shall detail information relating to the Reclamation and Remediation activities and expenditures (“Reclamation and Remediation Report”). Such reports shall be provided pursuant to Section 7 (“Notices and Consents”) of this Ancillary Agreement. Each Reclamation and Remediation Report shall describe the Reclamation and Remediation conducted during the quarter just ended and the costs associated with such Reclamation and Remediation activities. Each Reclamation and Remediation Report shall be in sufficient detail that Kennecott can determine the reasonableness of such costs and whether such activities constitute Reclamation and/or Remediation. In addition to the notice recipients identified in Section 7, all Reclamation and Remediation Reports shall be provided to the Kennecott Nevada Company Director of Health, Safety and Environmental Quality, or such other recipient as Kennecott may designate in writing to BHP NMC and BHP Copper.

(b)If Kennecott (i) disagrees with any Reclamation or Remediation costs or related expenditure information provided by BHP NMC, (ii) contends that any such costs or related expenditures are unreasonable, or (iii) disagrees with BHP NMC’s classification of any environmental activity as Reclamation or Remediation (as those terms are defined in the Stipulation), Kennecott will so notify BHP within 90 days of Kennecott’s receipt of the report. Such disputes shall be subject to dispute resolution per Section 4(e) of this Ancillary Agreement.

(c)If Kennecott (i) agrees with BHP NMC’s Reclamation and Remediation Report for particular Reclamation or Remediation expenditures, (ii) fails to timely notify BHP of

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its disagreement with all or portions of a Reclamation and Remediation Report or Kennecott’s disagreement is resolved in favor of BHP pursuant to dispute resolution under Section 4(e) of this Ancillary Agreement, such Reclamation or Remediation expenses covered by the Reclamation and Remediation Report shall thereafter qualify as “Approved Reclamation and/or Remediation.” Kennecott’s failure to notify BHP of its disagreement with a calculation, cost, classification or expenditure in a Reclamation and Remediation Report shall not be a waiver of Kennecott’s right to dispute similar calculations, costs, or expenditures in future Reports.

(d)At BHP NMC’s request, before BHP NMC incurs costs to perform Reclamation or Remediation expenditures, Kennecott agrees to provide a review and determination of whether a proposed Reclamation or Remediation expenditure will qualify as Approved Reclamation and/or Remediation, as defined herein. Kennecott will provide such determination within 60 days of its receipt of a detailed description of the proposed activity. Any disagreement concerning Kennecott’s determinations under this Section 4(d) shall be subject to dispute resolution per Section 4(e) of this Ancillary Agreement.

(e)Disagreements or disputes between the Parties concerning this Ancillary Agreement including, without limitation, a disagreement or dispute concerning any Reclamation and Remediation activity, classification, expense or report, shall be governed by this Section 4(e); provided however, that the timing for audits and resolution of disagreements or disputes regarding the calculation or payment of the NSR Royalty shall be governed by Exhibit B; provided further, that Kennecott’s objection, if any, to the Initial Amount of the Trust Fund shall be governed by section 5 of this Ancillary Agreement. In the event of a disagreement or dispute, the Parties shall provide one another with written notice of such disagreement or dispute and shall within 30 days of such notice attempt, in good faith, to resolve the disagreement or dispute. Each of the Parties shall, within such 30 day period, provide the other all documentation and records supporting the position it is taking regarding the dispute. If the Parties cannot resolve the disagreement or dispute, the Parties agree that their respective senior management shall meet within 60 days after such notice. If the disagreement or dispute cannot be resolved

7

by senior management, the Parties agree to formally resolve the disagreement or dispute through a binding arbitration, in the manner provided by Section 4(e)(i-ii) below.

(i)The Parties agree to submit any disagreement or dispute governed by the provisions of Section 4(e) that has not been resolved under those provisions to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association except as modified in this Section 4(e)(i-ii) Any such submittal shall be made within 30 days after the meeting among senior management referenced in Section 4(e). The arbitrator(s) shall be an attorney or a panel of no more than three attorneys, actively engaged in the practice of law for at least ten years, with appropriate expertise in the area of dispute, such as mining law, environmental law, or accounting. The Parties shall allow and participate in discovery in accordance with the Nevada Rules of Civil Procedure for a period of 60 days after the filing of the answer or other responsive pleading. All discovery disputes shall be resolved by the arbitrator or the chair of the arbitration panel if the matter has been submitted to a panel.

(ii)The arbitration hearing shall be conducted in Reno, Nevada, no later than 90 calendar days after the filing of the answer or other responsive pleading. The arbitrator(s) shall render a written decision within the shorter of 30 days after the arbitration hearing or 120 days after the filing of the answer or other responsive pleading. The Parties agree to share equally the costs and fees of the arbitrator(s) and the arbitration proceeding; provided however, that the prevailing Party shall be entitled to recover all costs incurred, including reasonable attorneys’ fees, to enforce its rights hereunder. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

5.Resolution of Dispute Regarding Initial Amount. Should Kennecott not agree that the Initial Amount of $5,025,677 satisfies all of BHP’s NSR Royalty payment obligations incurred up through the end of FY2002, Kennecott shall have 60 days from the date of receipt of the Final Audit Material regarding initial funding of the Trust Fund pursuant to Section 2 hereof, to object in writing to BHP. Upon BHP’s receipt of such objection, the

8

parties shall submit the dispute to binding arbitration in the manner provided by Section 5(a-b) below.

(a)The parties shall submit the dispute regarding the Initial Amount to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association except as modified in the Section 5. The arbitrator(s) shall be an attorney or a panel of no more than three attorneys, actively engaged in the practice of law for at least ten years, with appropriate expertise in the area of dispute. The arbitration hearing shall be conducted in Reno, Nevada, no later than 60 calendar days after the filing of the answer or other responsive pleading. The arbitrator(s) shall render a written decision within the shorter of 30 days after the arbitration hearing or 90 days after the filing of the answer or other responsive pleading.

(b)Should the arbitrator(s) conclude that the Initial Amount exceeds $5,025,677, BHP shall sufficiently fund the Trust Fund to make up the difference between $5,025,677 and the amount decided upon by the arbitrator(s). Should the arbitrator(s) conclude that the Initial Amount is less than $5,025,677, the Parties shall execute a certificate of discharge in the form required by the Trust Agreement to reimburse BHP Copper for the amount by which $5,025,677 exceeds the amount decided upon by the arbitrator(s).

(c)The Parties agree to share equally the costs and fees of the arbitrator(s) and the arbitration proceeding; provided however, that the prevailing Party shall be entitled to recover all costs incurred, including reasonable attorneys’ fees, to enforce its rights hereunder. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

6.Confidentiality.

(a)All information and data provided to any Party under this Ancillary Agreement shall be confidential; provided however, that the recipient of such confidential information shall have the right to disclose the same to its parents, affiliates, financial advisors and other representatives under an obligation of confidentiality. The obligation

9

of confidentiality shall not apply to any information that is in the public domain through no fault of the recipient, which is already in the possession of the recipient, or which is required to be disclosed as a matter of law or stock exchange rules, or which is publicly disclosed by the disclosing Party or its affiliates; provided however, that information that is provided to Kennecott in reports hereunder, or the equivalent, prior to the date of this Ancillary Agreement, as a part of the implementation of this Ancillary Agreement, shall be confidential and protected as such by Kennecott subject to the exceptions described above.

(b)In the event that a party that receives confidential information pursuant to this Ancillary Agreement (or a third party that receives such information from a party) becomes legally compelled to disclose any of the confidential information, the party so compelled will provide the other party with prompt notice thereof so that the other party may seek a protective order or other appropriate remedy. In any event, the party legally compelled to disclose confidential information will furnish only that portion of the confidential information which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the confidential information provided.

7.Notices and Consents. All notices and consents required by this Ancillary Agreement shall be in writing, shall be sent by express courier which retains written records of receipts of packages for same-day, next-business-day or two-business-day delivery to the Party or Parties entitled to receive such notice or consent and to all other Parties to this Ancillary Agreement at the address and to the attention of the individuals listed below or to such other address as may be provided by written notice pursuant to this section. All other communications required by this Ancillary Agreement, such as reports, may be sent by regular mail to the addresses and to the attention of the individuals listed below.

10

BHP Copper Inc.	BHP Nevada Mining Company.
Ben Wichers, President	John Kline, Manager
200 S. Veterans Memorial Blvd.	7 Miles West of Ely on US 50
San Manuel, AZ 85631	Ruth, NV 89319
copy to:	copy to:
Chris Ramey, Legal Counsel	Chris Ramey, Legal Counsel
BHP Billiton	BHP Billiton
1360 Post Oak Boulevard, Suite 150	1360 Post Oak Boulevard, Suite 150
Houston, Texas 77056	Houston, Texas 77056
Kennecott Holdings Corporation	Kennecott Rawhide Mining Company
General Counsel	General Counsel
8362 West 10200 South	224 North 2200 West
Bingham Canyon, Utah 84006	Salt Lake City, Utah 84116
Kennecott Nevada Copper Company
Chief Financial Officer
224 North 2200 West
Salt Lake City, Utah 84116

8.General Provisions.

(a)Construction of Ancillary Agreement. This Ancillary Agreement has been prepared and negotiated jointly by the Parties and their respective counsel. This Ancillary Agreement shall not be construed against either Party by reason of the drafting of the Ancillary Agreement or any part thereof.

(b)Entire Agreement. This Ancillary Agreement, together with the Stipulation, embodies the entire agreement and understanding of the Parties with respect to the matters addressed in the Stipulation and this Ancillary Agreement.

(c)Governing Law. This Ancillary Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, without regard to conflict of law principles.

11

(d)Counterparts. This Ancillary Agreement may be executed in any number of counterparts, each of which shall be deemed a duplicate original. However, this Ancillary Agreement shall not bind any Party until all Parties have signed a counterpart. The Parties intend that fax signatures may be utilized and, if so, are binding as fully as original signatures.

(e)Authority. Each of the undersigned signatories to this Ancillary Agreement certifies his or her full authority to execute this document and to bind legally the Party he or she represents.

(f)Retroactive Effect. This Ancillary Agreement shall apply retroactively to the date of the Stipulation.

(g)No Third Party Rights. This Ancillary Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any rights upon any third party or create any third-party beneficiary relationship.

(h)Incorporation of Recitals and Exhibits. The Recitals to, and Exhibits identified in, this Ancillary Agreement are incorporated herein by reference and are specifically made a part hereof.

12

IN WITNESS WHEREOF, the Parties have caused this Ancillary Agreement to be executed by their duly authorized corporate officers.

BHP COPPER INC.		BHP NEVADA MINING COMPANY
By:	/s/ B.K. Wichers	By:	/s/ B.K. Wichers
Title:	President	Title:	Chairman & President
Date:	9/5/03	Date:	9/5/03
KENNECOTT HOLDINGS CORPORATION		KENNECOTT RAWHIDE MINING COMPANY
By:	[Illegible signature]	By:	[Illegible signature]
Title:	Sr. V.P.	Title:	President & CEO
Date:	9/12/03	Date:	9/12/03
KENNECOTT NEVADA COPPER COMPANY
By:	[Illegible signature]
Title:	President and CEO
Date:	9/12/03

13

EXHIBIT A to ANCILLIARY AGREEMENT

Description of Robinson Property

Incorporating the property description contained in Exhibit A from that certain December 17, 1990 Deed and Assignment from Kennecott Nevada Copper Company, formerly known as Nevmind Inc., Kennecott Corporation, and Kennecott Nevada Company to Magma Nevada Mining Company, and as further depicted on that certain January 2001 Map of Robinson Property, White Pine County, Nevada, prepared by Land Management Services, Inc., Reno, Nevada and included in Exhibit Al, specifically excluding the water distribution and sanitary sewer systems that were conveyed by Kennecott Copper Corporation to Ruth-McGill Water Company by Quitclaim Deed made the 25th day of January, 1966 and recorded in the County Recorder’s Office of White Pine County, State of Nevada, in Book 264, pages 434 - - 437, a copy of which is included in Exhibit A2.

14

EXHIBIT B to ANCILLIARY AGREEMENT

NSR Royalty

A.Definitions

“Net Smelter Return” or “NSR” shall mean the Gross Value received by BHP Nevada Mining Company (“BHP NMC”) or its successors or assigns from the sale or other disposition of Minerals, less the following expenses incurred (without duplication) by BHP NMC or its successors or assigns with respect to such Minerals after the Minerals have (i) left the primary process facility on or near the Robinson Property, and (ii) reached the concentrate stage, or the slimes stage for concentrates requiring further refinement or any similar product stage:

(1)actual charges for treatment in the smelting and refining process (including, without limitation, handling, representation, umpiring, assaying, processing, penalties, impurity charges, and other processor deductions);

(2)any sales, severance, gross production, privilege, value added or similar taxes (but specifically excluding income taxes) assessed on or in connection with the sale or other disposition of Minerals; and

(3)actual costs of transportation (including, without limitation, freight, insurance, security charges, transaction taxes, import and export duties, levies, imposts, handling, port, demurrage, delay, stowage and forwarding expenses incurred by reason of or in the course of such transportation) of such Minerals from the process facility on or near the Robinson Property to the refinery, smelter, other purchaser, user, or customer.

The terms “smelter” or “refinery” means conventional smelters and refineries, as well as any other type of production plant used in lieu of a conventional smelter or refinery to further upgrade concentrates slimes, or any sale of other products from the Robinson Property. BHP NMC or its successors or assigns shall be permitted to sell concentrates in the form usually

15

commercially marketable to an Affiliate of BHP NMC or its successors or assigns, provided that such sales shall be at prices and on terms no less favorable than those which would be extended to an unaffiliated third party in a bona fide arm’s length transaction under similar circumstances and the price thus determined shall be the Gross Value. Similarly, if, prior to the point at which the Gross Value is determined, BHP NMC of its successors or assigns or an Affiliate incurs costs that are deductible or treats concentrates, slimes (for concentrates requiring further refinement) or similar products prior to a sale, deemed sale or other disposition in a smelter or refinery that it or such Affiliate owns or controls, it or such Affiliate may deduct such costs and treatment charges, but only to the extent they are no more than the amount that BHP NMC or its successors or assigns or such Affiliate would have charged an unaffiliated third party in a bona fide arm’s length transaction under similar circumstances for treatment of similar ore at prevailing terms.

“Affiliate of BHP NMC or its successors or assigns” means any person, partnership, venture, corporation, or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with BHP NMC or its successors or assigns. “Control” as used in the previous sentence means the possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

“Gross Value” shall be the revenue actually received by BHP NMC or its successors or assigns from the sale or other disposition of Minerals, including all revenues received in the form of credits made by the smelter or refinery for associated metals co-products. Provided however, that if BHP NMC or its successors or assigns’ sale or disposition is based upon a contract for the sale of Minerals that fixes a selling price for metals on other than a market price of the product on the date of delivery to the purchaser (less deductions normally negotiated as a part of such contracts), specifically including, but not limited to, forward sales, futures trading, or commodity options trading, and any other price hedging, price protection, and speculative arrangements not involving physical delivery of Minerals, such Minerals shall be deemed to have been sold on the earlier of the date of delivery to the buyer or the date of outturn from the smelter or refinery. In such event, the Gross Value of such Minerals shall be based on the payable metal value contained in such material and on the “Spot Price” for such metals. Spot Price for each such metal shall be the monthly average of closing prices quoted in Platt’s Metals Week, as follows:

16

(1) in the case of copper the COMEX First Position Settlement Price for High Grade (Premium) copper for immediate delivery, (2) in the case of silver the London Bullion Market Association P.M. Silver Fix, or (3) in the case of gold the London Bullion Market Association P.M. Gold Fix. In the case of other commodities, the closing price fixed by the London Metal Exchange (“LME”) shall be used. The monthly average Spot Price for a metal shall be calculated by dividing the sum of all prices so reported for that metal during the calendar month in which the sale or deemed sale occurred by the number of days for which such prices were reported during the month. In the event of cessation or suspension of any such price quotations for a period of more than five (5) consecutive days in a given month, or if the commodity price is not fixed by the LME, the parties shall agree on a reputable substitute quotation mechanism for each affected metal. Should BHP NMC or its successors or assigns otherwise terminate or “buy-back” any of such price protection arrangements without actual physical delivery of Minerals, Kennecott shall not share in any profits or losses therefrom.

“Minerals” shall mean base metals and associated metals co-products, including precious metals, produced from the Robinson Property and sold, deemed to be sold or otherwise disposed of by BHP NMC or its successors or assigns, whether sold as refined metals, cathodes, concentrates, precipitates or any other marketable form.

“Produced” shall mean the mining, saving, stockpiling, extraction from the soil, or other creation of a marketable product containing Minerals from the Robinson Property.

“Robinson Property” shall mean the property described in Exhibit A of the “Robinson Property Trust Ancillary Agreement” to which this Exhibit B is attached.

All capitalized terms not otherwise defined in this Exhibit B shall have the meaning ascribed to them under the “Robinson Property Trust Ancillary Agreement” to which this Exhibit B is attached.

B.Calculation and Payment.

Calculation and payment of the NSR Royalty shall be made subject to the following terms:

17

1.Payment. The amount of NSR Royalty due on Minerals sold, deemed to be sold or otherwise disposed of shall be paid to the Robinson Reclamation Trust pursuant to the Robinson Stipulation, within 30 days after the month end of the month in which the date such Minerals are sold, deemed to be sold or otherwise disposed of, until BHP NMC or its successors or assigns have deposited an aggregate amount into the Trust Fund on a cumulative basis, pursuant to the terms of and in full satisfaction of the trust funding obligations set forth in the Robinson Stipulation. Once the Trust Fund has been satisfied pursuant to the Robinson Stipulation, the NSR Royalty due on Minerals sold, deemed to be sold or otherwise disposed of shall be paid to Kennecott pursuant to the requirements of the Robinson Stipulation, within 30 days after the month end of the month in which the date such Minerals are sold, deemed to be sold or otherwise disposed of. Nothing herein shall be construed to enlarge or diminish the rights and obligations of any Party to the Robinson Stipulation. Notwithstanding the foregoing, final adjustments for assays, prices or other allowable adjustments can be netted against future payments.

2.Financial Report Information. BHP NMC or its successors or assigns shall provide Kennecott’s designee copies of all relevant data relating to the NSR Royalty calculation on a quarterly basis within 30 days of the end of each calendar quarter (the “Audit Report”).

3.Accounting Principles. The NSR Royalty shall be calculated in accordance with generally accepted accounting principles and practices consistently applied using the accrual method.

4.Audit and Disputes. With respect to payments made after the creation of the Trust, Kennecott, upon written notice, shall have the right to audit the records that relate to the calculation of the NSR Royalty within 21 months after receipt of the Audit Report applicable to each such payment of the NSR Royalty. Kennecott shall be deemed to have waived any right it may have had to object to a payment made, unless it provides notice in writing of such objection within 24 months after receipt of the Audit Report applicable to each payment of the NSR Royalty. If the Parties are unable to resolve the dispute within 60 days after the receipt of such notice, the dispute shall be resolved in accordance with the dispute resolution provisions of Section 4(e) of the “Robinson Property Trust Ancillary Agreement” except as modified in this Section 4. Unless the Parties agree to share the costs of arbitration, the arbitrator shall determine

18

what part of the costs and expenses incurred in any such proceeding shall be borne by each party participating in the arbitration. Kennecott’s objection, if any, to the Initial Amount of the Trust shall be governed solely by section 5 of the “Robinson Property Trust Ancillary Agreement.”

5.Records. BHP NMC or its successors or assigns shall keep for period of five [5] year, accurate records of tonnage, volume of products, analyses of products, weight, moisture, assays of pay metal content and other records, as appropriate, related to the computation of the NSR Royalty.

6.Right to Inspect. Kennecott or its authorized representative, on not less than 30 days’ notice to BHP NMC or its successors or assigns, may enter upon those surface and subsurface portions of the Robinson Property necessary to review the accuracy of the records required to be kept in Section 5 above, and shall have the right to be represented at any smelter or processing facility at which the weighing, sampling and assaying of Minerals which will be used for calculating the Gross Value or the deductible expenses are determined, and may, subject to the obligations of confidentiality described in Section 6 of the “Robinson Property Trust Ancillary Agreement,” inspect and copy all records and data pertaining to the computation of its interest, including without limitation such records and data which are maintained electronically. Kennecott or its authorized representative shall enter the Robinson Property at Kennecott’s own risk and may not unreasonably hinder operations on or pertaining to the Robinson Property. Kennecott shall indemnify and hold harmless BHP Copper Inc., BHP NMC or their successors or assigns and their Affiliates (including without limitation direct and indirect parent companies), and their respective directors, officers, shareholders, employees, agents and attorneys, from and against any liabilities which may be imposed upon, asserted against or incurred by any of them by reason of injury to Kennecott or any of its agents or representatives caused by Kennecott’s exercise of its rights herein.

7.Real Property Interest. The NSR Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Robinson Property, or to any renewals or extensions of leases thereof. The NSR Royalty shall be a real property interest that runs with the Robinson Property and shall be applicable to BHP NMC or its successors or assigns and their successors and assigns.

19

8.Commingling. BHP NMC or its successors or assigns shall have the right to commingle ore, concentrates, minerals and other material mined and removed from the Robinson Property from which Minerals are to be produced, with ore, concentrates, minerals and other material mined and removed from other lands and properties; provided however, that BHP NMC or its successors or assigns shall calculate from representative samples the average grade thereof and other measures as are appropriate, and shall weigh (or calculate by volume) the material before commingling. In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, BHP NMC or its successors or assigns may use any procedures accepted in the mining and metallurgical industry which it reasonably believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud or bad faith, its choice of such procedures shall be final and binding on Kennecott. In addition, comparable procedures may be used by BHP NMC or its successors or assigns to apportion among the commingled materials all penalty and other charges and deductions, if any, imposed by the smelter, refiner, or purchaser of such material.

20

EXHIBIT C to ANCILLIARY AGREEMENT

Notice Of Royalty Interest In Robinson Property

NOTICE is hereby given that:

1.         Pursuant to the terms of a December 20, 1989, Order of the Court entitled “Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement” (the “Stipulation”) entered in Silver King Mines, Inc., et al. v. Kennecott Corp. et al., No. CV 89- 4027 Dept. No. 9 (2nd Judicial Dist, Nevada), KENNECOTT HOLDINGS CORPORATION, KENNECOTT RAWHIDE MINING COMPANY, and KENNECOTT NEVADA COPPER COMPANY (collectively “KENNECOTT”), with an address at 224 North 2200 West, Salt Lake City, Utah 84116, are the owners of a three percent (3%) net smelter return royalty on the base metals and associated metals co-products, including precious metals, produced from that certain property located in White Pine County, Nevada, that is particularly described on Schedule 1 hereto (the “Robinson Property”), payable in accordance with the terms set forth in the Stipulation (the “NSR Royalty”).

2.         Under the terms of the Stipulation, KENNECOTT granted SILVER KING MINES, INC., PACIFIC SILVER CORPORATION, and ALTA GOLD COMPANY (collectively “ALTA GOLD”) and WHITE PINE GOLD CORPORATION, SUNNYSIDE GOLD CORPORATION and ECHO BAY MINES LTD. (collectively “ECHO BAY”), an option to acquire the Robinson Property (the “Option”), in consideration for, among other things, the NSR Royalty.

3.         On December 11, 1990, the Court entered an order entitled an “Amendment to Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement and Order” (the “First Amendment”). On December 12, 1991, the Court approved an “Amendment No. 2 to Stipulation to Dismiss with Prejudice and to Confirm Settlement Agreement and Order” (the “Second Amendment”). The First and Second Amendments amended various terms of the Stipulation, including the terms governing payment of the NSR Royalty.

21

4.         As reflected in the Second Amendment, the Option was exercised and MAGMA COPPER COMPANY, MAGMA NEVADA MINING COMPANY and MAGMA LIMITED PARTNER CO. and ROBINSON MINING LIMITED PARTNERSHIP, a Delaware limited partnership (consisting of MAGMA NEVADA MINING CO. as the general partner and MAGMA LIMITED PARTNER CO. as the limited partner) (“ROBINSON MINING”) succeeded to certain of the rights and obligations of ECHO BAY and ALTA GOLD under the Stipulation. In particular, ROBINSON MINING became the owner of the Robinson Property and MAGMA COPPER COMPANY and ROBINSON MINING assumed the obligation to pay the NSR Royalty.

5.         In February 1996, MAGMA COPPER COMPANY’s name was changed to BHP COPPER INC. At the same time, MAGMA NEVADA MINING COMPANY’s name was changed to BHP NEVADA MINING COMPANY, and the MAGMA LIMITED PARTNER CO. name was changed to BHP COPPER LIMITED PARTNER COMPANY. BHP NEVADA MINING COMPANY and BHP COPPER LIMITED PARTNER COMPANY continued as partners in ROBINSON MINING. In May 1999, BHP COPPER LIMITED PARTNER CO. was merged into BHP NEVADA MINING COMPANY, resulting in the dissolution of ROBINSON MINING, with the partnership assets and liabilities being assumed by BHP NEVADA MINING COMPANY.

6.         On September 12, 2003, BHP COPPER INC., BHP NEVADA MINING COMPANY and KENNECOTT entered into the Robinson Property Trust Ancillary Agreement (the “Ancillary Agreement”) pursuant to which KENNECOTT, BHP COPPER INC., and BHP NEVADA MINING COMPANY more fully defined the NSR Royalty, provided for this public recording of the NSR Royalty, and defined other procedures and protocol for implementation of the Stipulation.

22

Dated the 12th day of September, 2003.
KENNECOTT RAWHIDE MINING COMPANY
By:	[Illegible signature]
Title:	President & CEO
KENNECOTT NEVADA COPPER COMPANY
By:	[Illegible signature]
Title:	President & CEO
KENNECOTT HOLDINGS CORPORATION
By:	[Illegible signature]
Title:	Sr. V.P.
BHP COPPER INC.
By:	/s/ B.K. Wichers
Title:	President
BHP NEVADA MINING COMPANY
By:	/s/ B.K. Wichers
Title:	Chairman & President

23

Acknowledgments

STATE OF UTAH	)
	)
COUNTY OF SALT LAKE	)

On this 12th day of September, 2003, personally appeared before me, a Notary Public, Adrian F. Jackman, President & CEO of Kennecott Rawhide Mining Company, personally known or proved to me to be the person whose name is subscribed to the above instrument who acknowledged to me that he executed the above instrument on behalf of Kennecott Rawhide Mining Company.

	/s/ Leslie Smith
	Notary

STATE OF UTAH	)
	)
COUNTY OF SALT LAKE	)

On this 12th day of September, 2003, personally appeared before me, a Notary Public, Adrian F. Jackman, President & CEO of Kennecott Nevada Copper Company, personally known or proved to me to be the person whose name is subscribed to the above instrument who acknowledged to me that he executed the above instrument on behalf of Kennecott Nevada Copper Company.

	/s/ Leslie Smith
	Notary

STATE OF UTAH	)
	)
COUNTY OF SALT LAKE	)

On this 12th day of September, 2003, personally appeared before me, a Notary Public, Adrian F. Jackman, Sr. V.P. of Kennecott Holdings Corporation, personally known or proved to me to be the person whose name is subscribed to the above instrument who acknowledged to me that he executed the above instrument on behalf of Kennecott Holdings Corporation.

	/s/ Leslie Smith
	Notary

24

STATE OF ARIZONA	)
	)
COUNTY OF PIMA	)

On this 15th day of September, 2003, personally appeared before me, a Notary Public, Ben K. Wichers, President of BHP Copper Inc., personally known or proved to me to be the person whose name is subscribed to the above instrument who acknowledged to me that they executed the above instrument on behalf of BHP Copper Inc.

	/s/ Lynn C. Feldt
	Notary

STATE OF ARIZONA	)
	)
COUNTY OF PIMA	)

On this 15th day of September, 2003, personally appeared before me, a Notary Public, Ben K. Wichers, Chairman & President of BHP Nevada Mining Company, personally known or proved to me to be the person whose name is subscribed to the above instrument who acknowledged to me that he executed the above instrument on behalf of BHP Nevada Mining Company.

	/s/ Lynn C. Feldt
	Notary

25

SCHEDULE 1

TO

EXHIBIT C of ANCILLIARY AGREEMENT

Description of Robinson Property

Incorporating the property description contained in Exhibit A from that certain December 17, 1990 Deed and Assignment from Kennecott Nevada Copper Company, formerly known as Nevmind Inc., Kennecott Corporation, and Kennecott Nevada Company to Magma Nevada Mining Company, and as further depicted on that certain January 2001 Map of Robinson Property, White Pine County, Nevada, prepared by Land Management Services, Inc., Reno, Nevada and included in Exhibit Al, specifically excluding the water distribution and sanitary sewer systems that were conveyed by Kennecott Copper Corporation to Ruth-McGill Water Company by Quitclaim Deed made the 25th day of January, 1966 and recorded in the County Recorder’s Office of White Pine County, State of Nevada, in Book 264, pages 434 - - 437, a copy of which is included in Exhibit A2.

26

EX-10.61

Exhibit 10.61

English Translation

SHARES PURCHASE AND SALE AGREEMENT

JAIME UGARTE LEE AND OTHER

TO

COMPAÑIA MINERA BARRICK CHILE LIMITADA

SANTIAGO, CHILE. December 26, 1997, before me, ARTURO CARVAJAL ESCOBAR, attorney, Notary Public, Regular of the Seventh Notary of this Department domiciled at Catedral Street, No. 1233, there appear: On the one hand and as “sellers” Mr. JAIME UGARTE ABREGO, Chilean, engineer, married, identity card number 7742672, domiciled at Ahumada 254, office No. 607, who appears on his own behalf, and in addition, jointly with Mr. JORGE FRANCISCO UGARTE ABREGO, Chilean, married, attorney, domiciled at Ahumada 254, office No. 607, national identity card number 7935161-K, on behalf of Mr. JAIME UGARTE LEE, and on the other hand and as “purchaser”, COMPAÑIA MINERA BARRICK CHILE LIMITADA, tax identification number 59710-2, limited liability company, in the business of mining, represented by Mr. KEVIN ATKINSON TEAR, British, married, Certified Public Accountant, foreigners identity card number 88241598-9 and Mr. MARCOS WARNER MUNOZ, Chilean, married, commercial engineer, identity card number 5856211-4, all domiciled at Pedro de Valdivia 100, 11 floor, Providencia, all of legal age and who evidence their identity with the above mentioned identity card numbers and state:

FIRST: Mr. JAIME UGARTE LEE is the owner of 2760 shares and Mr. JAIME UGARTE ABREGO is the owner of 300 shares, in both cases Serie B shares of COMPAÑIA MINERA NEVADA S.A., hereinafter also “the Company”, corporation incorporated by public deed dated February 7, 1983 granted before the Santiago Notary, Mr. Patricio Rios Vergara, alternate Notary to the regular Mr. Mario Farren Cornejo, an abstract of which was registered in the Registry of Commerce of the Santiago Real Estate Registrar, folio 3261, number, 1812, year number 1983. COMPAÑIA MINERA NEVADA S.A. was formed as a result of the transformation

of the contractual mining company named COMPAÑIA MINERA NEVADA, originally incorporated on December 6, 1977, before the Santiago Notary Public Mr. Raul Undurraga Laso, alternate Notary to the regular Mr. Luis Azócar Alvarez, registered in folio 415, No.25 of the Property Registry of the Huasco Real State Registrar corresponding to year 1977.

SECOND: Mr. JAIME UGARTE LEE, sells, assigns and transfers herein 2760 Serie B shares in COMPAÑIA MINERA NEVADA S.A., which he owns, to COMPAÑIA MINERA BARRICK CHILE LIMITADA, and whose representatives hereby purchase, accept and acquire.

THIRD: Mr. JAIME UGARTE ABREGO on its turn, sells, assigns and transfers 300 Serie B shares in COMPAÑIA MINERA NEVADA S.A., which he owns, to COMPAÑIA MINERA BARRICK CHILE LIMITADA, and whose representatives hereby purchase, accept and acquire.

FOURTH: The shares are sold free of any debt, prohibition, lien or encumbrance. The sellers deliver to the purchaser herein and the purchaser’s representatives hereby assert to receive the stock certificates representing the shares that are being transferred.

FIFTH: The purchase price of the shares being sold by both Mr. JAIME UGARTE LEE and Mr. JAIME UGARTE ABREGO, totals the sum of seven million dollars of the United States of America, plus a variable price which will be determined according to the formula established in subsection (b) and subsequent sections of this clause. The sale price is distributed among the sellers in proportion to the shares that are sold hereby and is to be paid in the following manner:

(a) the sum of seven million dollars, currency of the United States of America, which the sellers personally and through his representative, as applicable, assert to receive to their full and complete satisfaction.

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(b) a sum of three million and five hundred thousand dollars, currency of the United States of America, to be paid within a maximum of 10 days from the date when COMPAÑIA MINERA NEVADA S.A., or its successor in title to the mining concessions, has produced at least of 30,000 ounces of troy gold during a 30 consecutive day period.

(c) a sum of three million five hundred thousand dollars, currency of the United States of America, to be paid within 30 days following the date when COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions, has completed 36 months of production of at least 30,000 ounces of troy gold, in a one month calendar period, whether they are consecutive or not.

(d) a sum equivalent to a variable percentage of the refined gold sales of COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions, from the exploitation of the mining concessions owned at this time by that Company, as identified in Annex A, which is signed by the parties and is considered an integral part of this agreement, during each calendar quarter of operation, for a term of 120 years from this date. The value of the sales will be calculated according to the average daily price of refined gold known as “Cash Settlement” in the “London Bullion Broker”, “P.M. Fix” or “London Final”, during the respective quarter. If the “London Bullion Brokers” were to cease to exist or issue daily quotes for gold, all references to said entity would be understood to be made to the entity that replaces it and that establishes daily gold prices for gold of immediate delivery in an open global market.

The percentage to be paid will be calculated according to the following table for quarterly average gold price, determined as follows.

(1) If the average price of gold is US $325 per troy ounce or less, the percentage will be 0.75%.

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(2) If the average price of gold is US $350 per troy ounce, the percentage will be 1%.

(3) If the average price of gold is US $375 per troy ounce, the percentage will be 1.25%.

(4) If the average price of gold is US $400 per troy ounce, the percentage will be 1.5%.

(5) If the average price of gold is US $500 per troy ounce, the percentage will be 2.6%.

(6) If the average price of gold is US $600 per troy ounce, the percentage will be 3.4%.

(7) If the average price of gold is US $700 per troy ounce, the percentage will be 4.2%.

(8) If the average price of gold is US $800 per troy ounce or more, the percentage will be 5%.

In the event that average gold prices per troy ounce are not provided specifically in the above table, the percentage to be paid will be determined using a straight interpolation between the prices and the percentages provided for in the table, rounding off the results to the nearest figure to two decimals of one percent.

For example, if the average price in a calendar quarter is US $390 dollars, the percentage to be paid will be 1.4 percent; if the average price is US $414 dollars, the percentage to be paid will be 1.65 percent; if the average price is US $415 dollars, the percentage to be paid will be 1.67 percent; and if the average price is US $535 dollars, the percentage to be paid will be 2.88 percent. For these

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purposes, the amount of gold will be determined by the number of troy ounces of refined gold produced by COMPAÑIA MNERA NEVADA S.A., or its successor in title to the exploitation mining concessions, or delivered to the Company or at its direction, by the Refinery, Smelter, or another Processor to which the Company has delivered minerals from the exploitation mining concessions referred to in Annex A, during a calendar quarter. Refined gold will be defined as the one that meets or exceeds the normally accepted commercial standards in the “commodities” market of London or the United States of America, as good delivery gold or “Bullion Gold”.

(e) a sum equivalent to a percentage based on the value of the sales of unrefined gold contained in the minerals or concentrates, precipitates, cathodes, leached products or any other product, whether it is final or intermediate, expressly excluding refined gold, that may have been sold by COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions, from the exploitation of the mining concessions identified in Annex A. The sellers will have the right to a percentage from the sale of gold payable to COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions, according to the settlements between the Company and the Refinery, Smelter and Processor or other purchaser, in market conditions, based on the exchange of analysis and/or on the corresponding arbitration or other mechanism to solve disputes as provided in the respective agreement, during a calendar quarter, without taking into account the eventual hedging. To determine the variable percentage to apply in a quarter, in accordance with the table established in the preceding subsection (d), it will be presumed that the average gold price is equal to the total price actually paid during the quarter, divided by the number of troy gold ounces paid according to the final settlements for that quarter.

For example, if the value of gold payable received by COMPAÑIA MINERA NEVADA S.A. or its successor in title to the exploitation mining concessions, in the quarterly settlements were $1 million dollars, for a total of 2985 payable troy gold ounces, the average price of gold would be US $335 dollars and the percentage to

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apply would be 0.85%; if the average payable price received by COMPAÑIA MINERA NEVADA S.A. or its successor is one quarter were US $2 million dollars for a total of 4651 payable troy gold ounces, the average price of gold would be US $430 and the percentage to apply would be 1.83%, and if the value of gold payable received by COMPAÑIA MINERA NEVADA S.A. or its successor in a quarter were US $2.5 million dollars, for a total of 4464 payable troy gold ounces, the average price of gold would be US $560 dollars and the percentage to apply would be 3.08%.

(f) a sum equivalent to a percentage of 1% of the value of actual sales from January 1, 2017 but not longer than 120 years from the date of this contract, of copper mineral, from COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions, from such exploitation mining concessions identified in Annex A, during each calendar quarter of operation following the said date, without taking into consideration the eventual hedging and the net of the deductions identified below.

The value of sales for the corresponding quarter will be equivalent to the values payable to COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions for copper, by the Refinery, Smelter or Processor to whom COMPAÑIA MINERA NEVADA S.A., or an authorized third party or its successor in title to the exploitation mining concessions, delivers in market conditions with the following deductions:

1) All costs and expenses related to the transportation of concentrates and/or external processing to COMPAÑIA MINERA NEVADA S.A. or its successor to the smelter, refinery or destination ports, that is, ground freight, storing expenses, boarding cost by third parties, maritime freight, insurance during the transport and other costs connected to said transportation.

2) All lease (maquila) costs and/or external processing costs to COMPAÑIA MINERA NEVADA S.A., or its successor, made by third parties, that is, charges for

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metallurgical roasting, copper reductions, charges for fusion, treatment, fines or penalties for impurities, losses, charges for refinement of copper and price participation, according to the stipulations normally found in these sale or lease (maquila) contracts.

3) All external costs and charges directly related to the sales of copper concentrated or metallic copper resulting from their leases (maquilas), that is, external fees, broker and insurance agency fees, storage, third party reviews, chemical analysis, and costs for arbitration proceedings for differences related to the metallic contents, if those were to exist.

4) Any encumbrance or tax applicable to the sales or the maritime freight of the products included in the corresponding statements, from an actual cost, that is, not recoverable by COMPAÑIA MINERA NEVADA S.A., or its successor. Copper will be considered sold in the quarter corresponding to the date of its settlement.

SIXTH: In the event that COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions produces, acquires, processes or authorizes the processing of mineral substances that come from exploitation concessions different from those identified in Annex A, whether that happens with third parties or companies that are related with COMPAÑIA MINERA NEVADA S.A. or that said company is affiliated with, or with those where COMPAÑIA MINERA NEVADA S.A. has direct or indirect interest, the parties agree that such minerals, metals or metal concentrated from different sources can be mixed or commingled during the various mining processes or afterwards in any part of the post mining process, and that in such case, the charges described in the previous clause, will be made only with respect to the refined gold or unrefined gold, and after year 2017, for copper obtained or recovered from the metallic minerals and other mineralogical products, extracted from the exploitation concessions described in Annex A. For such purpose, COMPAÑIA MINERA NEVADA S.A. or its successor in title to the exploitation mining concessions will determine the weight or the volume, and will take samples and tests of the minerals and materials

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from said concessions before they are mixed or commingled. The weight, volume, sampling and analysis results will be made according to generally accepted principles and practices for sampling and analysis in the mining industry. The referred to weight, volume and test will serve as the base for the calculations of payments that are to be made according to this agreement, in the event of a sale of mixed products and minerals.

SEVENTH: All payments set forth in dollars from the United States of America are to be made in the national currency of Chile according to the observed dollar exchange rate set the day prior to the day of actual payment. If the observed dollar exchange rate ceases to exist, the exchange rate will be the average of the purchaser exchange rate certified, at the request of the company purchasing the dollar, for the day of actual payment, from any three of the following banks: Citibank, N.A., Banco de Chile, Banco Santiago, Banco de Credito e Inversiones y Banco Santander in Santiago Plaza, The amounts owed will not accrue interest, except in the event of delay or delinquency in the payment, where current interest rates will accrue.

EIGHTH: The sums to be paid quarterly will be paid within 30 days following the end of said calendar quarter, in Chilean currency. Each payment will be accompanied by documentation that supports the decision and calculation of the amount of refined or unrefined gold, and after year 2017 for copper produced in the mining concessions identified in Annex A, at the average gold price and at the agreed percentage. For all legal effects, the settlements disclosed by the purchasing company are believed to be correctly and properly calculated except if they are objected to in writing within a maximum term of 90 days following their presentation. No claims will be accepted after said term, so that the payments made according to the settlements not timely claimed, will be considered definitive and final.

COMPAÑIA MINERA BARRICK CHILE LIMITADA undertakes herein to have COMPAÑIA MINERA NEVADA S.A., to allow and put at the disposal of the joint

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representative of the sellers and/or independent auditors hired by the sellers, at their cost, all documents corresponding to the settlements and the production and sales calculations referred to above. The named auditors must be auditors from a company registered with the Superintendencia de Bancos of the Republic of Chile to perform audits and financial statements. To exercise this right, the sellers shall always act by mutual agreement trough a common representative appointed by public deed. This provision will apply to all successors and assignors of the sellers of any kind. On its turn, COMPAÑIA MINERA BARRICK CHILE LIMITADA hereby undertakes to impose to a third party that acquires the stocks in COMPAÑIA MINERA NEVADA S.A. the obligation to honor and accept all requirements and stipulations that are herein established in favor of the sellers, its successors or assignors. Likewise, in case of a transfer of the title to the exploitation mining concessions identified in Annex A, it commits that the new title holder will assume the obligation to provide any existing information.

NINTH: The sellers, acting by mutual consent, may choose to have the payments corresponding to the percentage of refined gold Production described in the proceeding subsection (d), clause five, to be made by the delivery of physical gold, provided they give at least 60 days notice to the purchaser prior to the date of the respective payment. This option will only be available provided that the legal rules and regulations of the Central Bank of Chile allow it and provided that this does not trigger additional costs. The sellers will not have the right to this option with respect to unrefined gold that may be found in minerals concentrated. Likewise, the sellers, acting by mutual consent may opt to have the payment of the shares purchase price referred to in this contract made in dollars, currency of the United States of America, but only as allowed under the rules and regulations of the Central Bank of Chile.

TENTH: The parties hereby assert that nothing in this agreement may be interpreted as an obligation assumed by the purchaser, acting by itself, or on behalf of COMPAÑIA MINERA NEVADA S.A., or its successor in title to the exploitation mining concessions, to carry out the exploitation of the mining

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concessions described in Annex A or to assure that the exploitation will have a predetermined term, characteristic or production.

ELEVENTH: For all purposes of this agreement, the references to refined gold or “bullion gold” or “gold for good delivery” are understood to be made to a mineral gold with a content of 99.5% of pure gold. Likewise, the references to the “hedging” concept shall be understood as all actions with the purpose to secure or determine a future sales price of gold.

TWELFTH: The parties assert that Annex A describes both exploitation mining concessions and exploration mining concessions, understanding for all legal purposes that the second claims are considered to be included in Annex A as soon as they turn into exploitation mining concessions, in all or part.

THIRTEENTH: Mr. KEVIN ATKINSON TEAR and MARCOS WARNER MUNOZ, acting also on behalf of BARRICK GOLD CORPORATION, a corporation organized under the laws of Ontario, Canada with domicile at Royal Bank Plaza, South Tower, 27 Floor, Toronto, Canada, state hereby, in the representation they are vested with, that they agree to have BARRICK GOLD CORPORATION as a joint debtor with COMPAÑIA MINERA BARRICK CHILE LIMITADA with respect to the obligations that arise for the latter from this agreement. This guarantee will continue to be in force even if COMPAÑIA MINERA NEVADA S.A. is no longer affiliated with BARRICK GOLD CORPORATION or in the event the exploitation mining concessions of Annex A are transferred to a third party. These stipulations are of the essence of this agreement for the parties and they have been determinant for its execution.

FOURTEENTH: For all legal purposes, the parties fix their domicile in the city of Santiago and submit to the jurisdiction of its courts. THE AUTHORITY of Mr. JAIME AND JORGE UGARTE ABREGO to act on behalf of Mr. JAIME UGARTE LEE, is evidenced in the general power of attorney granted by public deed before the Notary of Santiago, Mr. Juan Ricardo San Martin Urrejola on the first of

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September of 1995, which is not inserted at the request of the parties as it is known to them. THE AUTHORITY of MR. KEVIN ATKINSON TEAR and MR. MARCOS WARNER MUNOZ to act on behalf of COMPAÑIA MINERA BARRICK CHILE LIMITADA is evidenced in the public deed granted on July 31, 1997, before the Santiago Notary Mr. EDUARDO AVELLO CONCHA, which is not inserted at the request of the parties as it is known to them. THE AUTHORITY of MR. KEVIN ATKINSON TEAR and MR. MARCOS WARNER MUNOZ to act on behalf of BARRICK GOLD CORPORATION is evidenced in the power of attorney public deed granted before the Notary Public of Ontario, Canada, Sybill Fisa Veeman dated December 16, 1997 and recorded in the Santiago Notary of Mr. Arturo Carvajal Escobar, on December 22, 1997, which is not inserted at the request of the parties as it is known to them.

AS PROOF and after reading the document, those appearing before me hereby sign. COPY IS GIVEN. I WITNESS.

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EX-10.62

Exhibit 10.62

SCHEDULE A 1 Dundas Street West, Suite 2402, Bos 10, Toronto, Ontario M5G 1Z3 (410) 977-1502 FAX (410) 977-0000

January 27, 1993

Messrs. Francis J. L. Guardia and
John W. Perston
General Araya No. 7
Colonia La Huerta
Hemosillo, Sonora

Gentleman:

This letter agreement is intended to supersede and replace all prior agreements entered into between Minefinders and Messrs. Guardia and Perston or G & P International (hereafter referred to as “G&P”). There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than expressly set forth herein.

In consideration for G&P presenting and negotiating, on Minefinders’ behalf, the acquisition of the Dolores Option Agreement with Sr. Liábano Saenz pertaining to the Property set out in Schedule “A” which is incorporated herein by reference, Minefinders agrees that G&P will be entitled to receive, following signature of the Dolores Option Agreement and subject to regulatory approval, eighty thousand (80,000) Minefinders treasury shares, issuable as follows:

1)twenty thousand (20,000) common shares following signature and regulatory approval;

2)thirty thousand (30,000) common shares upon initiation by Minefinders of a phase 2 drilling program (i.e. following a successful, phase 1 initial drilling program);

3)thirty thousand (30,000) common shares following a positive production decision.

In addition, Minefinders agrees to grant to G&P a one and one quarter percent (1-1/4%) net smelter return (“NSR”) on all gold production achieved from the Dolores Project, following a positive production decision by Minefinders. The calculation of the NSR is set out in Schedule “B” and is incorporated herein by reference.

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Minefinders acknowledges and agrees that G&P are not making any representations or warranties with respect to the quality or soundness of the Dolores Project.

Neither party is the agent or representative of the other and accordingly shall have no right or authority to pledge the credit of the other or deal in any way on the others’ behalf.

G&P acknowledge that Minefinders has paid in full all sums due and owing for services rendered by G&P up to the date hereof.

Minefinders may wish to engage G&P to act as independent professional contractors, to assist in the management and execution of exploration programs on the Dolores Project, on terms to be mutually agreed to in writing, in advance.

The parties hereto acknowledge and agree that the engagement of G&P hereunder was on an exclusive basis and will preclude G&P from providing similar services to other clients for a period of two (2) years from the date hereof with respect to any properties within 8 kilometres of the perimeter of the Delores Project (the “Area of interest”) without first obtaining the written consent of Minefinders.

Notwithstanding the prohibition set forth in the preceding paragraph, if C&P, directly or indirectly, acquire, lease, or otherwise obtain or control any interest in public or private land or mineral rights on lands within the Area of Interest, within 2 years from the date hereof, other than with the prior written consent of Minefinders, you shall notify Minefinders within thirty (30) days immediately following the date of such acquisition and you or your affiliate shall convey such interest to Minefinders or its designate in such manner as Minefinders may direct, as soon as practicable thereafter, in consideration of the payment by Minefinders to you or such affiliate, as the case may be, of the sum of Cdn $1.00.

Any notice or other communication pertaining to this agreement will be in writing and will be given by, facsimile, addressed as follows:

If to G&P:
	General Araya No. 7, Colonia La Huerta
	Hermosillo, Sonora
	Facsimile:       (416) 597-0773

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If to Minefinders:
	1 Dundas St. West
	Toronto, Ontario
	M5G 1Z3
	Attention:	The President
	Facsimile:	(416) 977-4653

Any such notice will be deemed to have been delivered and received on the day following the day it was sent. Any such notice or communication may also be served in person by delivering the same to a responsible person at the address specified above of the party to be served and will be deemed delivered and received at the time of service. Any party may change its address for service by notice in writing to the other.

This agreement shall be governed and construed in accordance with the laws of the Province of Ontario.

If the foregoing is in accordance with your understanding, please sign this letter and return the duplicate hereof to us. Whereupon this letter will form a binding agreement.

Yours truly,

MINEFINDERS CORPORATION LTD.

/s/ Marc C. Henderson

Marc C. Henderson

President

/s/ Richard D. Williams

Richard D. Williams

Vice-President

This foregoing is accepted as of the date first above written.

/s/ Francis J. L. Guardia

Francis J. L. Guardia

/s/ John W. Perston

John W. Perston

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SCHEDULE A

DOLORES PROJECT PROPERTY DESCRIPTION

The following described mining concessions (the “Property”), all of which are located in the Madera Mining District of the State of Chihuahua, Mexico:

NOMBRE del LOTE	EXPEDIENTE	TITULO	SUPERFICIE
Alma Maria	E.-19557	T.-171947	6-00-00 Has.
Real Cananea Uno	E.-19412	T.-172084	179-77-93 Has.
Roal Cananoo	E.-19412	T.-172084	394-00-00 Has.
San Judas Tadeo	E.-19400	T.-172083	150-00-00 Has.
Ampl. Real Cananea Uno	E.-19528	T.-172087	360-00-00 Has.
Ampl. Real Cananea Dos	E.-19528	T.-172087	480-00-00 Has.
Ampl. Real Cananea	E.-19528	T.-172087	350-22-09 Has.
	Superficie Total		1920-00-02 Has.

[Illegible]

EXHIBIT B

NET SMELTER RETURN ROYALTY
(“NSR”)

1.1           In the agreement, NSR means the net amount of money received by Minefinders for its own account from the sale of ore, or ore concentrates or other products from the claims to a smelter or other ore buyer after deduction of smelter and/or refining charges, penalties and any and all charges made by the purchaser of ore or concentrates, less any and all transportation costs to the refinery which may be incurred in connection with the transportation of concentrates, less all umpire charges which the purchaser may be required to pay; it being understood that the cost of milling, concentration, transportation to the mill or mining will not be deducted in computing net smelter returns.

2.1           Payment of the NSR by Minefinders to G & P shall be made quarterly within 45 days after the end of each quarter and shall be accompanied by unaudited financial statements pertaining to the operations carried out by Minefinders on the claims. Within 90 days after the end of each fiscal year of Minefinders in which the royalty is payable to G & P, the records relating to the calculation of the royalty for such year shall be audited and any resulting adjustments in the payment of the royalty payable to G & P shall be made forthwith. A copy of the said audit shall be delivered to G & P within 30 days of the end of such 90-day period.

3.1           Each annual audit shall be final and not subject to adjustments unless G & P delivers to Minefinders exceptions in reasonable detail within 6 months after G & P receives the report; G & P, or its representatives duly authorized in writing, at their expense, shall have the right to audit the books and records of Minefinders related to the NSR to determine the accuracy of the report, but shall not have access to any other books and records of Minefinders. The audit shall be conducted by an independent chartered or certified public accountant of recognized standing. G & P shall have the right to condition access to its books and records on execution of a written undertaking by the auditor that all information will be held in confidence and used solely for the purposes of audit and resolution of any disputes related to the report.

3.2           A copy of G & P’s report shall be delivered to Minefinders upon completion, and any discrepancy between the amount actually paid by G & P and the amount which should have been paid according to the G & P’s report shall be paid forthwith, one party to the other. In the event that the said discrepancy is to the detriment of G & P and exceeds 5% of the amount actually paid by Minefinders, then Minefinders shall pay the entire cost of the audit.

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4.1           No error in accounting or in interpretation of the agreement shall be the basis for a claim of breach of fiduciary duty, or the like, or give rise to a claim for exemplary or punitive damages or for termination or [Illegible] of the agreement or the estate and rights acquired and held by Minefinders under the terms of the agreement.

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EX-10.63

Exhibit 10.63

[ENGLISH TRANSLATION]

JOSÉ MANUEL GÓMEZ DEL CAMPO LÓPEZ, ESQ.

ADRIÁN R. ITURBIDE GALINDO, ESQ.

NOTARÍAS ASOCIADAS 136 Y 139

DEL DISTRITO FEDERAL

INSTRUMENT No. 53,360

BOOK No. 1696

IN MEXICO CITY, FEDERAL DISTRICT, on the 13th day of the month of October of the year 2006, before me, ADRIÁN ROGELIO ITURBIDE GALINDO, Esq., head of Civil Law Notary Public’s Office No. 139 in this Federal District, acting by association agreement in the Notarial Record Book of Civil Law Notary Public’s Office No. 136 headed by Mr. José Manuel Gómez del Campo López, Esq., appeared on one part, Mr. LIÉBANO SÁENZ ORTIZ and on the other part, “COMPAÑÍA MINERA DOLORES”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, represented by its attorney-in-fact, Mr. VÍCTOR GARCÍA JIMÉNEZ.

The appearing parties presented to the undersigned Civil Law Notary Public, five counterparts of a Mining Rights Purchase Agreement dated October 13, 2006, entered into by and between Mr. LIÉBANO SÁENZ ORTIZ (“SELLER”) and “COMPAÑÍA MINERA DOLORES”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, herein represented by its attorney-in-fact Mr. VÍCTOR GARCÍA JIMÉNEZ (“PURCHASER”), with respect to the existing mining concession on the lot called “UNIFICACIÓN REAL CANANEA”, Title No. 227,028 with a surface area of one thousand nine hundred [sic] hectares, zero ares, zero centiares (1920.0000 hectares)  [sic] located in the Madera Municipality, State of Chihuahua, and that substituted the following mining concessions:

“ALMA DE MARÍA”, Title No. 191,728.

“REAL CANANEA UNO” Title No. 184,982.

“REAL CANANEA” Title No. 184,981.

“SAN JUDAS TADEO” Title No. 184, 983.

“AMPL. REAL CANANEA UNO” Title No. 184,985.

“AMPL. REAL CANANEA DOS”, Title No. 184,986, and

“AMPL. REAL CANANEA”, Title No. 184,984, under the terms and conditions specified in the same Agreement.

The representative of “COMPAÑÍA MINERA DOLORES”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, stated that he has made certain that the concessions subject matter of the agreement being ratified are in effect and that its titleholder is up to date in the performance of its obligations

The appearing parties hereby recognize the signatures on such instruments as their own because they were set with their own hands and RATIFY THE CONTENTS OF THE FULL DOCUMENT, same documents that were annotated with the pertaining

certification and of them I return four counterparts to the concerned parties and I add one counterpart to the appendix of the Notarial Record Book marked with letter “A” and the number of this instrument.

LEGAL CAPACITY

Mr. VÍCTOR GARCÍA JIMÉNEZ evidences the powers and authorities conferred upon him by “COMPAÑÍA MINERA DOLORES” SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE”, with Legal Instrument 38,590 dated March 10, 1997, witnessed and certified by the undersigned Notary and recorded in the Notarial Record Book of Civil Law Notary Public’s Office No. 136 where I act as an Associate and headed by Mr. José Manuel Gómez del Campo López, Esq., registered in the Public Commercial Registry in this capital city, under Mercantile Folio No. 220,279, on May 16, 1997, wherein prior permit from the Ministry of Foreign Affairs (Secretaría de Relaciones Exteriores), “COMPAÑÍA MINERA DOLORES”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, domiciled in Mexico City, Federal District, was incorporated with a 99-year duration, with a fixed minimum variable capital of FIFTY THOUSAND MEXICAN PESOS, National Currency, unlimited maximum amount, including the foreigner participation clause. From such legal instrument I copy the relevant text as follows

“…….2.        The purpose of the corporation is: I. To purchase, sell, lease, acquire, transfer, assign, explore, apply for registration of a mining claim, operate, manage, exploit a mine and process minerals and in general to trade or do business, in any other manner, with mining enterprises or properties of any type, and with mines of all kinds of metals, metalloids and non-metallic minerals, including exploitation of tailings and dumping areas. II. To acquire, own, lease, assign or transfer, manage and sell all kinds of mining concessions and applications for mining concessions, licenses, authorizations, franchises, easements, leases, rights and interests of all kinds and nature, and also the personal and real property required for the achievement of the purposes of the corporation. III: To purchase, sell, import, export and in general to do business and trade with all kinds of metals, metalloids and non-metallic minerals. IV. To establish, acquire, own, operate and manage mills, beneficiation plants, plants in general, smelting sites, energy and power production plants, warehouses, storehouses and in general the real estate, buildings, establishments, facilities and equipment required, or convenient for the accomplishment of the corporate purposes. V. To give or take loans, secured or unsecured, issue bonds, stock, obligations, securities and other negotiable instruments, with the intervention, if that is the case, of the institutions set forth in the Law and also to lawfully acquire and trade with all kinds of merchandise and goods and grant the securities required to achieve the purposes of the corporation. VI. To provide mining companies, mining/metallurgical companies and in general industrial and commercial enterprises, with all kinds of technical, management or supervision services, whether in Mexico or abroad and to receive such services. VII. In general, to carry out any transactions arising from or related to the above mentioned corporate purposes and to that effect to carry out all kinds of commercial and industrial transactions and execute all kinds of agreements whether of a civil or commercial nature permitted by the Law. - --------24. POWERS AND AUTHORITIES. The Sole Administrator or the Board of Directors, as the case may be, shall have the following powers and authorities…… X. In general and without detriment to the preceding powers and authorities, it shall have all the POWERS AND AUTHORITIES indicated below: ............. b). MANAGE

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PROPERTY, with all the general and special powers and authorities that require a power-of-attorney or a special clause according to the Law, under the terms of second paragraph of Article 2,554 of the Civil Code in effect for the Federal District, including any relevant Articles of the Civil Codes of the States of the Mexican Republic.  c). FOR LITIGATIONS AND COLLECTIONS with all the general and special powers and authorities that require a special power-of-attorney or clause according to the Law under the terms of the first paragraph of Article 2,554 of the Civil Code for the Federal District, including those in Articles 2,582 and 2,587 of the same Code and any relevant articles of the Civil Codes of the States of the Mexican Republic.  Without limitation, they shall have the following powers and authorities, among others: to file and withdraw all kinds of actions, remedies, litigations and proceedings, even amparo proceedings; to settle, challenge jurisdiction, receive payments, submit to arbitration, submit and answer interrogatories, file actions and complaints on criminal matters and to withdraw them, grant pardons and assist the Attorney General as coadjutor, demand the performance of all the obligations assumed on behalf of the principal. The power may be exercised before individuals and before all kinds of federal or local authorities, whether administrative, labor or judicial and before the Conciliation and Arbitration Board (Junta de Conciliación y Arbitraje).

………g)…..To confer general or special powers-of-attorney and to revoke them………..TRANSITORY………2.  By unanimous vote the shareholders’ meeting agreed on the following:………….D.  Messrs. VÍCTOR GARCÍA JIMÉNEZ, Esq. and ……… are granted in order for them to exercise it jointly or individually a GENERAL POWER-OF-ATTORNEY with the powers and authorities referred to in paragraphs b), c) and f) of Section X (Roman numeral) of Clause 24 of the Bylaws. Also, a special power-of-attorney is conferred upon them to open bank accounts, draw checks or designate the person who may draw checks on such accounts, being empowered to carry out all the actions and sign and collect all the documents required to achieve the purpose of this power-of-attorney..  ………….”

I, THE NOTARY HEREBY CERTIFY AND ATTEST:

I.That I identified myself with the appearing parties as Civil Law Notary Public in the Federal District and let them know the penalties applicable to those who make misrepresentations.

II:That I am well acquainted with the appearing parties who based on their personal information stated the following:

Mr. VÍCTOR GARCÍA JIMÉNEZ, Esq., of Mexican nationality, from this city where he was born on January 11, 1942, married, attorney-at-law, domiciled at San Francisco No. 656, Despacho 601, Colonia del Valle, Delegación Benito Juárez, Código Postal 03100, Distrito Federal. Registered in the Federal Taxpayers’ Registry with No. GAJV-420111-M53.

Mr. LIÉBANO SÁENZ ORTIZ, Esq., of Mexican nationality, born in Casas Grandes, State of Chihuahua, where he was born on July 22, 1949, married under the separation of property marital system, attorney-at-law and public servant, domiciled at Gutenberg No. 147, Colonia Anzures, Código Postal No. 11590, Delegación Miguel Hidalgo, Distrito Federal. Registered in the Federal Taxpayers’ Registry with No. SAOL-490722-2WA.

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III:That to the best of my knowledge the appearing parties have legal capacity since I did not notice any signs of natural disability and have not heard that they are subject to civil disability, adding Mr. Víctor García Jiménez, Esq., that the corporation he represents is fully qualified and that the representation conferred upon him and whereby he acts, is in effect in all its terms.

IV. That Mr. Víctor García Jiménez, Esq., hereby declares that there is foreign participation in the company he represents, evidencing such statement with a Certificate of Temporary Renewal of Registration in the National Registry of Foreign Investments filed with the Ministry of Economy (Secretaría de Economía) at its Federal Office in Chihuahua, on June 23, 2007, and that a true copy of the original document was shown to me and added by me to the appendix of the Notarial Record Book marked with letter B and the number of this legal instrument.

V.That Mr. Víctor García Jiménez, Esq., hereby declares that the company he represents will carry out the registration of the ratified agreement with the Mining Public Registry (Registro Público de Minería).

VI.That everything listed and inserted truly agrees with the documents I have been shown and have seen.

VII.That I informed the appearing parties of the right they have to personally read this instrument and to have its contents explained by me.

VIII:That this instrument was read to the appearing parties and after I informed them of the value, consequences and legal scope of its contents they expressed their full comprehension and agreement and signed it on this date, I HEREBY DEFINITELY AUTHORIZE IMMEDIATELY AFTERWARDS ON THE INDICATED PLACE AND DATE. I HEREBY ATTEST.

SIGNATURES. SIGNATURE OF THE NOTARY. AUTHORIZATION SEAL

DOCUMENTS IN THE APPENDIX.

A,DOCUMENT RATIFIED.

B.RENEWAL OF REGISTRATION IN THE NATIONAL REGISTRY OF FOREIGN INVESTMENTS.

THIS IS THE SECOND OFFICIAL TRANSCRIPT, THIRD IN ORDER, TAKEN FROM THE ORIGINAL DOCUMENT THAT I ISSUE FOR “COMPAÑÍA MINERA DOLORES” SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, AS THE INTERESTED PARTY. IT IS PRESENTED IN SIX PAGES THAT HAVE BEEN DULY COMPARED AND PROTECTED BY KINEGRAMS WITH NUMBERING THAT MAY NOT BE PROGRESSIVE, ADHERED TO THE OBVERSE OF EACH PAGE AND ALSO NEXT TO MY SIGNATURE AND SEAL. IT IS AN INTEGRAL PART OF THIS OFFICIAL TRANSCRIPT, SAME DOCUMENT THAT IS RATIFIED AND THE RENEWAL OF REGISTRATION IN THE NATIONAL REGISTRY OF FOREIGN INVESTMENTS, IN EIGHT PAGES ATTACHED AT THE END. I HEREBY ATTEST. MEXICO CITY, FEDERAL DISTRICT, ON THE 18TH OF OCTOBER OF THE YEAR 2006.

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MINING RIGHTS PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN MR. LIÉBANO SÁENZ ORTIZ (HEREINAFTER, “SELLER”), ON ITS OWN RIGHT AND COMPAÑÍA MINERA DOLORES, S.A. DE C.V. (HEREINAFTER “PURCHASER”), REPRESENTED HEREIN BY ITS ATTORNEY IN FACT MR. VICTOR GARCÍA JIMÉNEZ, PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES

RECITALS

I.SELLER declares:

a)To be a Mexican citizen, of age, married by the separation of property system, legally able to be bound and to be holder of mining concessions;

b)That he is the legitimate owner of the rights deriving from the mining concession existing on the lot (“THE LOT”) UNIFICACIÓN REAL CANANEA, Title 227028, with a surface area of 1,920.0000 hectares, located in the Municipality of Madera, State of Chihuahua that replaced the following previous mining concessions:

NAME OF THE LOT	TITLE No.
ALMA DE MARÍA	191728
REAL CANANEA UNO	184982
REAL CANANEA	184981
SAN JUDAS TADEO	184983
AMPL. REAL CANANEA UNO	184985
AMPL. REAL CANANEA DOS	184986
AMPL. REAL CANANEA	184984

Copy of the aforementioned Concession Title is attached hereto as Attachment “A”.

c)That with respect to the mining concession existing on THE LOT, it is up to date in the compliance with its obligations according to the Mining Law, its Regulations and other applicable legal provisions. Furthermore, that the rights deriving from such concession are free from any encumbrance, charge or limitation of title;

d)That on March 25, 1994, he entered into an Exploration, Exploitation and Unilateral Promise to Sell with Minera Minefinders, S.A. de C. V. (hereinafter “MINERA”), granting to MINERA the rights to explore and exploit the lots mentioned in Recital I b) above, as well as a unilateral promise to sell the rights deriving from the mining concessions existing at that time thereon, should MINERA be willing to purchase them;

e)That in an Assignment of Rights Agreement entered into on July 25, 1997, with his consent, MINERA assigned to Compañía Minera Dolores, S.A. de C.V. (hereinafter “PURCHASER”) the rights deriving from the Exploration,

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Exploitation and Unilateral Promise to Sell mentioned in the preceding paragraph d), and that both, MINERA and DOLORES have timely complied with all the contractual obligations in such Agreements, and

f)That on January 27, 2005, with his consent and signature, MINERA filed the applications to verify the metes, bounds and perimeters of the aforementioned lots, as well as to correct the pertaining concession titles and, also requested the unification of all the surface area covered by such titles. In view thereof, on April 11, 2006, the mining concession of UNIFICACIÓN REAL DE CANANEA, Title No. 227028 was issued, and

g)In view that PURCHASER has formally notified its wish to exercise its option rights to purchase the rights deriving from the existing mining concession on THE LOT, to comply with his promise, in this Agreement he is willing to sell the aforementioned rights to PURCHASER, in the terms and conditions set forth herein below.

II.PURCHASER declares:

a)To be a mining corporation legally established and existing pursuant to the laws of the Republic of Mexico, legally able to enter into this agreement and to be the holder of mining concessions;

b)That its attorney in fact, Mr. Víctor García Jiménez is duly authorized to represent the corporation and to enter into this agreement, and

c)That in accordance with provisions in the Exploration, Exploitation and Unilateral Promise to Sell Agreement mentioned in sub-paragraph e) of Recital I above, in its capacity of assignee of the rights deriving from such Agreement and exercising its option right to purchase, in this agreement is willing to purchase the rights deriving from the mining concession existing on THE LOT, in the terms and conditions agreed upon and stated herein below.

Pursuant to the preceding Recitals, the parties bind themselves pursuant to the following:

CLAUSES

ONE.Purchase of the Mining Concession.  SELLER hereby sells to PURCHASER the rights deriving from the mining concession existing on THE LOT, at a purchase price of TWENTY FIVE THOUSAND US DOLLARS (US$25,000.00) plus VAT, payable in cash at the execution of this Agreement.

TWO.Subrogation of rights and obligations. By entering into this agreement for the purchase of rights, PURCHASER substitutes SELLER with respect to all the rights and obligations held thereby as holder of the rights deriving from the mining concession existing on THE LOT pursuant to that set forth by the Mining Law, its Regulations, the Federal Rights Law and other applicable legal provisions.

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THREE.Acceptance of price and warranty of title. The parties hereby agree that the price paid is the price of THE LOT mentioned herein, as described, without taking into account its parts, size or mineral content, and therefore, rescission shall not proceed, notwithstanding a deficit or surplus may result in its parts, size or content at the time of surrender. Furthermore, the parties hereby accept all the terms and conditions in this Agreement and in view of its commercial nature they shall not presume injury or bad faith.

SELLER undertakes to provide warranty of title to PURCHASER.

FOUR.Discovery Fees. PURCHASER undertakes to pay SELLER as Discovery Fees a two percent (2%) royalty fee from the net amount of smelting settlements or first-hand purchase invoices paid to PURCHASER for the sale of mineral extracted from THE LOT, payable once the commercial production has started at THE LOT, to be paid pursuant to provisions in this clause.

In the event that in the future PURCHASER may transfer THE LOT or the exploiting rights to third parties, PURCHASER undertakes to obtain a commitment from such third party to pay to SELLER the royalty mentioned in this Clause, and to ensure that all subsequent buyers thereof shall pay such royalty to SELLER. Failure to do so shall cause the party transferring THE LOT or the exploitation rights without obtaining the commitment of buyer to pay such royalty, to continue paying such royalty to SELLER.

For the purpose of the preceding, it is hereby understood:

1.That PURCHASER or whoever is producing (“PRODUCER”) in THE LOT, shall be in commercial production when the site or plant is producing at seventy five per cent (75%) of installed capacity, according to the feasibility survey, for a three month period.

2.“The two percent (2%) royalty of the net amount of smelting settlements or first-hand purchase invoices paid to PURCHASER for the sale of mineral extracted from THE LOT” shall mean: the net amount directly received by PURCHASER, or if applicable, PRODUCER, for the sale of mineral, ore concentrates or any other type of product obtained from THE LOT, and sent to the smelting or refining site, or to any other buyer of the mineral after deducting smelting or refining expenses, pertaining rates and all and every expenses incurred by the buyer of the mineral and ore concentrates, deducting all the expenses incurred for transporting them to the smelting or refining sites, and also deducting arbitration expenses incurred by PURCHASER or PRODUCER. The milling, concentration and transportation costs from the mine to the mill, and the mineral extraction costs shall not be deducted when estimating the final amount of the royalty.

3.The payment of the royalty to SELLER by PURCHASER or PRODUCER shall be made within forty five (45) days following the date of termination of every quarter, attaching to such payment the financial statements of the transactions carried out by PURCHASER or PRODUCER in THE LOT. Within ninety (90) days following the closing of the fiscal year of PURCHASER or PRODUCER, in which year royalties had been paid to SELLER, all the accounting records

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related [illegible] to royalty payment for that year shall be audited by a competent auditor. In the event of a difference, such amount shall be immediately paid to SELLER. A copy of the Audit shall be delivered to SELLER within thirty (30) days following the end of the aforementioned ninety (90) day term.

4.Every annual audit shall be final and shall not be subject to adjustments or changes unless SELLER gives PURCHASER or PRODUCER detailed exceptions within six (6) months following the date SELLER receives such report. SELLER or its representatives duly authorized in writing shall have the right, on their own account, to review the books and records of PURCHASER or PRODUCER. The audit shall be carried out by a renowned independent Auditor or Public Accountant. PURCHASER or PRODUCER shall have the right to condition the access to its books and records asking the auditor to undertake in writing to keep all the information strictly confidential and to use it solely for the purposes of the audit and to solve any dispute related to the report.

5.A copy of the Audit report requested by SELLER shall be delivered to PURCHASER or PRODUCER at the completion of the audit, and any difference between the amount paid by PURCHASER or PRODUCER and the amount that should have been paid according to the report of the Audit commissioned by SELLER, shall be immediately paid thereto. In the event such difference is for the benefit of SELLER and exceeds (five percent) 5% of the amount originally paid by PURCHASER or PRODUCER, PURCHASER or PRODUCER shall pay the total cost of the Audit commissioned by SELLER.

6.Under the terms of this agreement, no accounting error or agreement interpretation error shall be the basis to claim a breach of contractual or similar obligations, or reason to claim payment of damages or liquidated damages, or for the termination or rescission of the agreement or of the rights, or restitution of property acquired thereby and owned by PURCHASER or PRODUCER.

FIVE.Fees, rights, taxes and expenses. All fees, rights, taxes and expenses resulting from the execution of this agreement shall be paid by PURCHASER, but not the taxes resulting on the income obtained by SELLER which shall be paid by SELLER.

SIX.Surrender of THE LOT. SELLER shall transfer to PURCHASER the ownership and title of THE LOT at the time of execution of this agreement. Consequently, from that moment, PURCHASER may use THE LOT at will, performing any exploration, exploitation and development works it may deem convenient.

SEVEN.Full agreement of the parties. This Agreement encompasses the full agreement of the parties with respect to its purpose. Therefore, this Agreement supersedes and cancels any other agreement or letter of intent executed before this Agreement with respect to the same purpose. Furthermore, the parties acknowledge that in view that this agreement is of a commercial nature, there is no injury or fraud from any of the parties.

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This agreement shall bind in all of its terms and conditions to the heirs, assignees and successors of the parties.

The parties agree to ratify this agreement before Notary Public or Public Commercial Attestor and to record it at the Public Registry of Mining pursuant to provisions in the Mining Law and its Regulations.

EIGHT.Applicable Law and Courts. For everything not expressly provided for in this Agreement, the parties submit to the legal provisions applicable in Mexico City, Federal District, specifically to the Mining Law, its Regulations, the Federal Law of Duties, the Code of Commerce and the Federal Civil Code, agreeing to submit in the event of any dispute to the jurisdiction of the competent courts in Mexico City, Federal District, waiving the jurisdiction of any other court they may correspond in view of their current or future domicile.

This Agreement is signed in four counterparts in Mexico City, Federal District, on September     , 2006.

SELLER		PURCHASER
	COMPAÑÍA MINERA DOLORES, S.A. DE C.V.
[Illegible signature]		[Illegible signature]
Liébano Saenz Ortiz		Víctor García Jiménez

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I, ADRIAN ROGELIO ITURBIDE GALINDO, NOTARY PUBLIC NUMBER ONE HUNDRED AND THIRTY NINE IN AND FOR THE FEDERAL DISTRICT HEREBY CERTIFY: That in Instrument Number 53,360, dated October 13, 2006, drafted in the Notarial Record Book of Notary Public Office Number 136, in which I act as Associate, and the Holder thereof is José Manuel Gómez del Campo López on this date Mr. VÍCTOR GARCÍA JIMÉNEZ, attorney in fact of COMPAÑÍA MINERA DOLORES, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, whose capacity was duly substantiated in such instrument, and Mr. LIEBANO SAENZ ORTIZ, on its own right, both of whom I know and have legal capacity, acknowledged as theirs the signatures below, since they are their hand and they ratify such document in all of its parts, signing again for the record. I HEREBY CERTIFY. Mexico City, Federal District, October 13, 2006.

[Illegible signature]

LIÉBANO SAENZ ORTIZ

[Illegible signature]

COMPAÑÍA MINERA DOLORES, SOCIEDAD

ANONIMA DE CAPITAL VARIABLE, REPRESENTED

HEREIN BY MR. VICTOR GARCIA JIMENEZ

[Illegible signature]

ADRIAN ROGELIO ITURBIDE GALINDO, Esq.

NOTARY PUBLIC 139 IN AND FOR THE FEDERAL DISTRICT

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[MEXICAN EMBLEM]

MINISTRY OF THE ECONOMY

GENERAL DIRECTORSHIP OF MINES

PUBLIC REGISTRY OF MINING

642/2006

Recorded under number 196, page 12 obverse of volume 20 of the Book of MINING DEEDS, AGREEMENTS AND CONTRACTS of the Public Registry of Mining. It is hereby advised that in addition to the consideration set forth for the purchase, purchaser undertakes to pay a 2% royalty on the net amount of smelting settlements or purchase invoices, as a discovery fee, according to provisions in clause four herein. Furthermore, it is hereby advised that in this agreement Compañía Minera Dolores, S.A. de C.V., exercises the purchase option right it had deriving from the exploration and exploitation agreement with purchase option dated March 25, 1994, recorded under number 148 of volume 1 in this same book.

Mexico City, Federal District, November 30, 2006.

RECORDER

[Illegible signature]

MA.  OLGA GALLARDO MONTOYA

[SEAL IMPRINT WITH THE MEXICAN EMBLEM, READING:]

MINISTRY OF THE ECONOMY, GENERAL DIRECTORSHIP OF MINES

MEXICO CITY, FEDERAL DISTRICT

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[ON PAGE 26, AFTER THE ASSIGNMENT AGREEMENT]

I, JORGE ANTONIO FRANCOZ GARATE, NOTARY PUBLIC NUMBER FORTY IN AND FOR THE STATE OF MEXICO

I HEREBY CERTIFY AND ATTEST

THAT MR. LIEBANO SAENZ ORTIZ APPEARED BEFORE ME, ON HIS OWN RIGHT AND SUBSTANTIATED HIS IDENTITY, AND I CONSIDER HIM WITH LEGAL CAPACITY FOR THIS ACT, AND BEFORE ME HE SIGNED THIS ASSIGNMENT OF RIGHTS AGREEMENT CONSISTING OF THREE PAGES WRITTEN ONLY ON THE OBVERSE, AND ITS PERTAINING TRANSLATION INTO ENGLISH, AND THE APOSTILLE ISSUED BY THE STATE OF NEVADA, UNITED STATES OF AMERICA, WITH RESPECT TO THE SIGNATURE OF NOTARY PUBLIC MICHEL J. MORRISON, WHO BEFORE THIS ACT RATIFIED IN THE AFOREMENTIONED AGREEMENT THE SIGNATURE OF MARK KUCHER.

THIS IS SPREAD UPON THE RECORD IN INSTRUMENT NUMBER 39,014, VOLUMEN 1077, DATED MARCH 28, 2007, DRAFTED IN THE NOTARIAL RECORD BOOK UNDER MY CUSTODY. I HEREBY CERTIFY.

[Illegible signature]

[SEAL IMPRINT WITH THE MEXICAN EMBLEM READING:]

JORGE ANTONIO FRANCOZ GARATE, NOTARY OFFICE NUMBER 40 IN AND FOR THE STATE OF MEXICO, NAUCALPAN.

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EX-10.64

Exhibit 10.64

ROYALTY DEED
St Barbara Mines Limited
and
Resource Capital Fund III L.P.
	1/103 Colin Street West Perth 6005 Tel: 08 9327 0800 Fax: 08 9327 0888 Ref mgh: 1959

ROYALTY DEED

made on 29th March 2005 between:

1.St Barbara Mines Limited ABN 36 009 165 066
of Level 2,
16 Ord Street
West Perth WA 6005
(Producer)

2.Resource Capital Fund III L.P.                                                                              
60;                [ILLEGIBLE]

of Suite 200

1400 Sixteenth Street

Denver, Colorado,

United States of America

(RCFIII)

Recitals

A.The Producer has requested RCF III to make available a loan facility to the Producer.

B.It is a condition precedent of the provision of that loan facility that the Producer enters into this deed to pay the Royalty in perpetuity on all Minerals produced from the Tenements and sold.

This deed witnesses

that in consideration of, among other things, the mutual promises contained in this deed, the parties agree:

1Definitions and Interpretation

1.1Definitions

In this deed, unless the contrary intention appears:

Accounting Expertmeans an expert appointed under clause 3.3(a)(l).

Allowable Deductionsmeans:

(a)in the case of a Refiner or Smelter that is an Unrelated Party of the Producer, all direct costs, charges and expenses of the Refiner or Smelter incurred by the Producer for off-site smelting or refining of the Product following delivery to the Refiner or a Smelter (including provisional settlement fees, weighing, sampling, assaying, umpire, insurance and other off-site Refiner or Smelter deductions); and

(b)otherwise, an amount equal to be the commercially reasonable costs of a refinery or smelter on an arms length basis for off-site smelting or refining of the Product following delivery to the refiner or smelter (including provisional settlement fees, weighing, sampling, assaying, umpire, insurance and other off-site refiner or smelter deductions).

Australian Dollarsmeans the currency of the Commonwealth of Australia.

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Borrower Chargemeans the deed of charge entitled “Borrower Charge” dated on or about the date of this deed by the Producer in favour of RCF III.

Business Daymeans a day banks are open for general banking business in Perth, Western Australia, Australia and Denver, Colorado, United States, excluding Saturdays, Sundays and public holidays.

Corporations Actmeans the Corporations Act 2001 (Cth).

Gold means the element gold in whatever form and however contained.

Governmental Agencymeans any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Metal means any metallic element in whatever form and however contained, including, by way of example, Gold, silver, platinum, palladium, copper, zinc, nickel, iron, lead, cobalt, titanium, iridium and uranium.

Metallurgical Expertmeans an expert appointed by RCF III under clause 10.1.

Mineral Valuemeans the actual value of a Mineral determined on arms length terms and at any applicable spot price, or if no spot price is available, at fair market value excluding any revenues, gains or losses from forward sales, puts, calls and options (or any similar arrangement) entered into by the Producer.

Minerals means any naturally occurring substance including Gold, all other Metals, coal, all other hydrocarbons, and all industrial minerals, including, evaporates, limestone, rock, gravel, sand and clay.

Officer means:

(a)in relation to the Producer, a director or a secretary of the Producer;

(b)in relation to RCF III, an officer whose title contains the word “partner” or “principal”, or a person performing the functions of any of them.

Operating Expensesmeans costs and expenses associated with ownership and maintenance of the Tenements, production of Minerals therefrom, handling, processing, treating, stockpiling, packaging, preserving, marketing, shipping and delivering Minerals produced from the Tenements, disposal of waste materials, and reclamation costs and all other charges or costs imposed by Governmental Agencies on the Producer, the Tenements and Minerals produced and sold therefrom, of whatever kind and nature, expressly including all royalties, taxes and other governmental imposts on the Producer, Tenements or Minerals.

Proceeds of Salemeans the amount received by the Producer from the sale to an Unrelated Party of Product produced or won from the Tenements excluding any revenues, gains or losses from forward sales, puts, calls and options (or any similar arrangement) entered into by the Producer.

Product means all of the Producer’s right, title and interest in and to Minerals that have been extracted or won from the Tenements whether in concentrate or otherwise and including Stockpiled Material.

Product Sale Datein relation to Product, means;

(a)in the case of a sale of Product to an Unrelated Party, the date on which care, custody and control is transferred to the buyer; and

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(b)in all other cases, the date on which the Producer ceases to have the care, custody or control of that Product.

Quartermeans each period of 3 months ending on a Quarterly Date.

Quarterly Datemeans each of 31 March, 30 June, 30 September and 31 December in each year.

Refinermeans the refiner nominated by the Producer, and approved by RCF III in writing from time to time (and without prejudice to the right to withdraw that approval at any time), for the processing or refining of Product.

Related Corporationmeans a “related body corporate” as that expression is defined in the Corporations Act (on the basis that the term “subsidiary” in that definition has the same meaning as in this deed) and includes a body corporate which is at any time after the date of this deed a “related body corporate” but ceases to be a “related body corporate” because of an amendment, consolidation or replacement of the Corporations Act.

Royaltymeans the royalty referred to in clause 3.1.

Royalty Base means:

(a)in the case of a sale of Product to an Unrelated Party, the Proceeds of Sale; and

(b)in all other cases, the Mineral Value,

on the applicable Product Sale Date less the Allowable Deductions, and for the avoidance of doubt, excludes any Operating Expenses.

Royalty Periodmeans each period calculated as such under clause 4.

Sale Agreementmeans The Sons of Gwalia Gold Assets Sale Agreement dated 21 March 2005 between Sons of Gwalia Limited (Administrators Appointed), the Producer, Andrew Love, Garry Trevor and Darren Weaver.

Smeltermeans the smelter nominated by the Producer, and approved by RCF III in writing from time to time (and without prejudice to the right to withdraw that approval at any time), for the processing or refining of Product.

Stockpiled Materialmeans Minerals or Mineral bearing material that has been extracted from the Tenements whether located on the Tenements or elsewhere.

Tenementsmeans:

(a)subject to the rights of any party other than the Producer under a joint venture agreement to which it is a party as at the date of this deed, the Producer’s right, title and interest in the mining tenements:

(1)in the case of the mining tenements listed in Part A of the schedule as set out in this deed; and

(2)in the case of the mining tenements listed in Part B of the schedule, as acquired by the Producer under the terms of the Sale Agreement on the date of this deed or to which Producer is entitled to acquire under the Sale Agreement on obtaining any third party consents or waiver or expiry of any pre-emptive rights by any third parties;

(b)any present or future renewal, extension, modification, substitution, amalgamation or variation of any of those mining tenements, exploration retention licences or

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exploration licences (whether extending over the same or a greater or lesser area); and

(c)any present or future application for or interest in any of the above, which confers or which, when granted, will confer the same or similar rights.

Transaction Documentshas the meaning given in the Borrower Charge as if repeated and set out in full in this deed.

Unrelated Partymeans a person:

(a)that is not a Related Corporation of the Producer; or

(b)that the Producer has no economic interest (other than an interest that arises from an arm’s length commercial arrangement) in, or which has no economic interest (other than an interest that arises from an arm’s length commercial arrangement) in the Producer,

unless RCF III otherwise agrees in writing.

1.2Interpretation

In this deed, headings and boldings are for convenience only and do not affect the interpretation of this deed and, unless the context otherwise requires:

(a)words importing the singular include the plural and vice versa;

(b)words importing a gender include any gender;

(c)other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;

(d)an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency;

(e)a reference to any thing (including, but not limited to, any right) includes a part of that thing but nothing in this clause 1.2(e) implies that performance of part of an obligation constitutes performance of the obligation;

(f)a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this deed and a reference to this deed includes any annexure, exhibit and schedule;

(g)a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(h)a reference to a document includes all amendments or supplements to, or replacements or novations of, that document, and in the case of this deed means only those amendments, supplements, replacements or novations expressly permitted or contemplated by the terms of this deed;

(i)a reference to a party to a document includes that party’s successors and permitted assigns;

(j)a reference to an agreement other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

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(k)a reference to an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits;

(l)a reference to a document includes any agreement in writing, or any certificate, notice, deed, instrument or other document of any kind;

(m)a reference to a body, other than a party to this deed (including, without limitation, an institute, association or authority), whether statutory or not:

(n)which ceases to exist; or

(o)whose powers or functions are transferred to another body,

(p)is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(q)a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding-up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;

(r)no provision of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or that provision; and

(s)words of inclusion are not words of limitation.

1.3Transaction Document

The parties agree that this deed is a “Transaction Document” for the purposes of the deed of charge entitled “Borrower Charge” dated the same date as this deed granted by the Producer in favour of RCF III.

2Condition precedent

2.1Condition precedent

The obligations of the Producer under this deed are subject to RCF III receiving evidence satisfactory to it that either:

(a)a notice in writing has been issued by or on behalf of the Treasurer of the Commonwealth of Australia stating that the Commonwealth Government does not object to the Producer entering into and completing this agreement, either unconditionally or on terms reasonably acceptable to RCF III; or

(b)the Treasurer of the Commonwealth of Australia is precluded from making an order in respect of the Royalty under the Foreign Acquisitions and Takeovers Act 1975 (Cth).

2.2Satisfaction of conditions

(a)The Producer must use its best endeavours to satisfy the condition set out in clause 2.1 as soon as possible, but in any event no later than 60 days (or such later date as RCF III may otherwise agree) after the date of execution of this deed.

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(b)If the condition in clause 2.1 is not so satisfied by the Producer by the time required by clause 2.2(a), RCF III and the Producer must negotiate in good faith to agree upon a mutually acceptable alternative arrangement which will provide to both parties the substantial economic equivalent of this deed.

2.3Notice

The parties must notify each other as soon as they become aware that the condition in clause 2.1 is satisfied or become incapable of being satisfied.

3Royalty

3.1Agreement to pay Royalty

Subject to clause 3.2, the Producer agrees to pay to RCF III a royalty in an amount equal to 1.5% of the Royalty Base.

3.2Royalty Free Period

RCF III agrees that no Royalty is payable under clause 3.1:

(a)with respect to the Tenements identified in the schedule as being part of the Southern Cross or Laverton projects, as to Minerals produced and sold or removed from such Tenements during the calendar year 2005; and

(b)with respect to the Tenements identified in the schedule as being part of the Meekathara project, as to Minerals produced or sold or removed from such Tenements prior to 1 July 2007.

3.3Determination of Royalty Base

(a)If there is any dispute between the parties as to the calculation of the Royalty Base under this deed:

(1)either party may on 2 Business Days notice to the other request that the President of the Institute of Chartered Accountants in Australia for the time being appoint a suitably qualified expert to determine the amount of the Royalty Base, the subject of the dispute;

(2)the Accounting Expert shall act as an expert and not an arbitrator;

(3)the determination of the Accounting Expert shall be final and binding on the parties;

(4)both parties must provide to the Accounting Expert such information as is required in order to make a determination under this clause; and

(5)the Accounting Expert shall be requested to provide his decision as soon as possible.

(b)The costs of the Accounting Expert shall be borne in the manner determined by the expert that is equitable based on the expert’s determination as to the correctness or otherwise of the position taken by each party with respect to calculation of the Royalty Base.

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4Royalty Periods

4.1Royalty Periods

(a)The Royalty shall be calculated and payable in respect of Royalty Periods based on the amount of Product sold or which has left the care, custody and control of the Producer during the applicable Royalty Period.

(b)Subject to clause 3.2, the first Royalty Period shall be the period between the date on which the Product is sold or left the care, custody and control of the Producer in commercial quantities from the Tenements and the next following Quarterly Date.

(c)Each subsequent Quarter shall be a Royalty Period.

4.2Due Date for Payment

The Royalty payable in respect of a Royalty Period shall be payable no later than 10 Business Days after the applicable Quarterly Date, or if there is a dispute, within 7 days of the determination of that dispute under clause 3.3(a).

5Payment

5.1Manner of Payment

(a)Subject to clause 5.1, the Royalty shall be payable in cash or other immediately available funds to the account nominated by RCF III in writing from time to time.

(b)RCF III may elect at any time up to 5 Business Days prior to the due date for payment of an amount on account of the Royalty, to take the Royalty in kind.

5.2No Deductions

The Royalty shall be payable in accordance with this deed without withholding, deduction or set off for any reason on any account whatsoever.

5.3Late Payment

If the Producer does not pay the Royalty on or before the due date for payment for any reason whatsoever, then the Producer shall pay to RCF III interest on the amount of the Royalty unpaid by the Producer, until payment in full has been made. Interest shall be calculated at the rate of 8% per annum. Interest shall be calculated daily and shall be payable on demand.

6Information

6.1Statements

(a)Subject to clause 3.2, the Producer will submit to RCF III at not less than monthly intervals (or such other periods as RCF III may from time to time agree) a statement of Mineral production from the Tenements (Statement) during the period to which the Statement relates. Each Statement shall be signed by an

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authorised Officer of the Producer and shall be in a form and contain such detail as RCF III may reasonably require.

(b)Each Statement shall be delivered to RCF III not later than 3 Business Days after the end of the month to which the Statement relates.

(c)Each Statement shall be accompanied by such production records, receipts and other records as RCF III may reasonably require in order to verify the amount of the Royalty payable on the relevant Quarterly Date.

6.2Correspondence

The Producer shall within 3 Business Days after receipt, forward to RCF III a copy of all material correspondence between the Producer and the Refiner or the Smelter, including without limitation, all statements from the Refiner or the Smelter as to the amount of dore bullion received, the amount of Product and of the precious metals recovered therefrom and the respective amounts thereof.

6.3Further Information

The Producer shall, at the request from time to time of RCF III, provide to RCF III such information as RCF III may reasonably require for the purpose of determining the amount of Product derived by the Producer and the amount of Royalty to which RCF III is entitled pursuant to this Deed.

6.4Inspection of Books

RCF III, its agents or consultants may at any time on 24 hours prior notice to the Producer, inspect the books and records maintained by the Producer in relation to the Tenements for the purposes of determining and verifying the amount of the Royalty payable in accordance with this Deed. The Producer shall give to RCF III such assistance as RCF III may reasonably require for that purpose.

7Operative Period

7.1Operative Period

The parties acknowledge and agree that the Royalty shall continue to be payable in accordance with the provisions of this Deed notwithstanding:

(a)the payment and repayment in full by the Producer of any credit facilities made available to it in connection with or relating to the Project; and/or

(b)subject to clause 11.2 in relation to the person responsible for payment of the Royalty (but without prejudice to the obligation to pay that Royalty), the sale or other disposition of all or any part of the Tenements.

8Undertakings

8.1Production

The Producer undertakes, acting on a commercially reasonable basis:

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(a)to procure that all Product won from the Tenements that requires such, is treated and refined as soon as possible;

(b)to ensure that all Product won from the Tenements is not disposed of or dealt with prior to its conversion through all relevant stages to refined or processed Product in a form to be sold except to the extent it is necessarily dealt with (but not disposed of) for the purpose of procuring that it is so converted;

(c)if there is any Stockpiled Material not located on the Tenements, the Producer will obtain an acknowledgment from owner of the land on which the Stockpiled Material is located that the Stockpile Material is subject to the rights of RCF III under this deed; and

(d)material containing Minerals won or extracted from re-processed materials located on or sourced from the Tenements are subject to the Royalty.

8.2Expiry or other relinquishment

(a)If:

(1)any one or more of the Tenements is due to expire and the Producer is not going to apply for its renewal or for substitute mining tenements over the same area; or

(2)the Producer wishes to surrender any one or more of the Tenement in whole or in part,

then the Producer must give to RCF III not less than 60 days prior notice of the proposed expiry or surrender (whether compulsory or otherwise) together with particulars of the areas which the Producer does not wish to take up or surrender, and on request from RCF III must transfer the Tenement to RCFIII or its nominee free of encumbrances (other than the Royalty) for a consideration of $1.00. RCF III agrees that any future Royalty shall not be payable by the Producer after a Tenement is transferred to RCF III or its nominee under this clause, however, the Royalty is payable by the person who owns the Tenement so transferred.

(b)For the avoidance of doubt, the parties agree that if any area the subject of a Tenement is relinquished and subsequently reacquired by the Producer or any of its Related Corporation, the Royalty will be payable on the Product from that mining tenement or licence by the Producer, notwithstanding that the Producer is not the owner of that Tenement, on the same terms as this deed.

8.3Renewal

Save for Tenements notified to RCF III under clause 8.2(a), the Producer undertakes in a timely fashion to do whatever is necessary for procuring the renewal of the Tenements according to the laws and regulations in force in Western Australia prior to the date on which the tenement lapses or expires.

8.4Maintain tenements

The Producer must:

(a)pay on time all rates, taxes, rents, fees and assessments of every nature including rents and fees payable to the Crown in right of Western Australia which are levied on the Tenements;

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(b)comply with all provisions of the Mining Act 1978 (WA) and all other statutes, regulations, by-laws and orders affecting the Tenements or the holder, occupier, mortgagee or chargee of the Tenements (including all work and expenditure obligations applicable to the Tenements); and

(c)comply with all of the conditions and requirements relating to the Tenements; and

(d)otherwise do whatever may be required to keep the Tenements valid and in full force and effect and not do or permit to be done any act, matter or thing which may prejudice the Tenements or cause the Tenements to be forfeited,

(e)save other than in order to comply with the requirements of the Mining Act 1978 (WA), the Producer is under no obligation to explore, develop or mine the Tenements and may determine the nature, timing and extent of mining operations (including any suspension or cessation).

8.5Refiner

The Producer covenants and agrees with RCF III that, with respect to Product that is to be sold to a Refiner, the Producer must:

(a)nominate a Refiner that has weights and assays acceptable to, in the case of Product which is Gold, the London Bullion Market Association and in all other cases, another similar body with the same standing within the applicable market for the relevant Product acceptable to RCF III;

(b)forward to the Refiner all Product produced or won from the Tenements; and

(c)not change the Refiner without the prior written approval of RCF III, such approval not to be unreasonably withheld.

8.6Smelter

The Producer covenants and agrees with RCF III that, with respect to the Smelter, the Producer must:

(a)nominate a Smelter that has weights and assays acceptable to, in the case of Product which is Gold, the London Bullion Market Association and in all other cases, another similar body with the same standing within the applicable market for the relevant Product acceptable to RCF III;

(b)forward to the Smelter all relevant Product produced or won from the Tenements; and

(c)not change the Smelter without the prior written approval of RCF III, such approval not to be unreasonably withheld.

8.7Records

The Producer covenants and agrees with RCF III that the Producer must maintain accurate and proper records of all mining operations carried out upon the Tenements and of all Product derived therefrom.

8.8Commingling

(a)The Producer may commingle ore and Minerals from the Tenements with ore and Minerals from other lands and properties but it must representatively measure and sample for moisture, metal and other appropriate content prior to commingling.

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(b)If concentrates are produced from the commingled ores by the Producer, the Producer shall also calculate from representative samples the average recovery percentage for all concentrates produced during the applicable Royalty Period.

(c)In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, the Producer must consult with RCF III and apply the mining and metallurgical industry generally accepted procedures applicable to the type of mining and processing activity being conducted.

(d)Prior to any commingling, the Producer must notify RCF III of the proposed arrangements for commingling and obtain RCF III’s written consent to its proposed procedures for undertaking the commingling and calculating the Royalty in respect of the commingled ore or Minerals.

8.9Representations and warranties

(a)The Producer represents and warrants in favour of RCF III as follows:

(1)it is a corporation as that expression is defined in the Corporations Act having limited liability, registered (or taken to be registered) and validly existing under the Corporations Act;

(2)it has the corporate power to own its assets and to carry on its business as it is now being conducted;

(3)it has full power and authority to enter into this deed and to perform its obligations under it;

(4)it has taken all necessary action to authorise the execution, delivery and performance of this deed in accordance with its terms;

(5)this deed constitutes its legal, valid and binding obligations and are enforceable in accordance with their terms; and

(6)the execution, delivery and performance by it of this deed does not and will not violate any law, regulation, authorisation, ruling, consent, judgment, order or decree of a governmental agency, its constitution or other constituent documents, or an encumbrance or document which is binding on it or on its assets.

(b)Each of the representations and warranties in this clause survive the execution of this deed and continue for so long as is necessary to give effect to them.

(c)The representations and warranties in this clause are repeated on each day during the term of this deed with reference to the facts and circumstances then existing.

8.10Indemnity

(a)The Producer agrees to indemnify and hold RCF III harmless from all Operating Expenses, and all other costs, expenses, liabilities and claims arising from ownership and operation of the Tenements, disposal of waste therefrom, reclamation of the Tenements, and the marketing and sale of Product therefrom, it being understood and agreed between the Producer and RCF III that the Royalty is a right to receive certain payments from the Producer based upon Product produced from the Tenemants and sold, but is not a right that imposes on RCF III any associated or other obligations, to the Producer or to any other person or entity, including Governmental Agencies, any obligation on RCF III to contribute

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to or otherwise pay any costs or expenses associated with or arising from such activities by the Producer.

(b)The indemnity contained in clause 8.10(a) is continuing for so long as the Royalty is payable.

9Registration

RCF III may register this deed, lodge caveats and any other Transaction Documents protecting its rights under this deed under the terms of the Mining Act 1978 (WA) against the Tenements.

10Metallurgical Expert

10.1Appointment

RCF III may from time to time request the appointment of an independent and suitably qualified expert (who will act as an expert and not an arbitrator and whose decision will be final and binding on the parties) to fulfil the purposes set out in this clause 10.

10.2Independent audit

RCF III may from time to time on 14 days notice procure the Metallurgical Expert to conduct an independent audit and review of the mining and metallurgical accounting conducted by the Producer in calculating the Product produced from the Tenements.

10.3Methodology

In carrying out the audit the Metallurgical Expert must if it is not satisfied that the methodology of the mining and metallurgical accounting of the Producer is that of a reasonable miner, the Metallurgical Expert:

(a)will follow the a methodology and prepare calculations as reasonably determined by the Metallurgical Expert; and

(b)give notice to the Producer and RCF III not less than 7 days before the Metallurgical Expert provides its audit report.

10.4Adjustments

If the Metallurgical Expert’s findings determine that the Royalty payments under this deed to RCF III are lower than the sums to which RCF III is entitled, the Producer must pay the amount of the discrepancy to RCF III within 5 Business Days.

10.5Costs of Metallurgical Expert

If there is a discrepancy described in clause 10.4 that is in favour of RCF III, the Producer shall bear the costs of the Metallurgical Expert.

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11Assignment and Cessation Production

11.1Assignment by RCF III

(a)RCF III may, at any time, without the consent of the Producer transfer by way of assignment (including, by way of security) or novation all or any of its rights, benefits and obligations hereunder to any person or persons.

(b)If RCF III transfers any of its rights, benefits and obligations hereunder pursuant to clause 11.1(a) all references in this Deed to RCF III shall thereafter be construed as a reference to RCF III and its transferee or transferees or, in the case of a transfer of all of its rights, benefits and obligations, to its transferee or transferees alone.

11.2Sale of Tenements

The Producer must not transfer all or any of its right, title and interest in and to the Tenements unless and until either:

(a)the intending transferee has entered into a deed of covenant with RCF III (to be prepared by RCF Ill’s solicitors at the cost of the intending transferor) pursuant to which the intending transferee agrees to be bound by the provisions of this Deed as if it was an original party hereto in place of the transferor; or

(b)where the Producer wishes to be released from all its obligations under this Deed:

(1)RCF III is satisfied with the intended transferee’s ability to comply with the Producer’s obligation under this Deed;

(2)RCF III consents to the transfer to the intended transferee; and

(3)the intended transferee has entered into a deed of covenant in the manner contemplated by clause 11.2(a).

(c)If the Producer has not complied with this clause 11 in relation to a transfer, the Producer shall remain liable to RCF III with respect to the Royalty notwithstanding that the transfer has occurred and any such transfer shall be void and ineffective as between RCF III and the Producer.

For the purposes of this clause 11, to transfer means to sell, assign or otherwise dispose of in any manner whatsoever.

12Miscellaneous

12.1Confidentiality

(a)Subject to clause 12.1(b), all information obtained in relation to the Royalty that is not generally known to or generally available to persons who are knowledgeable in the mining industry (or which is generally known or generally available only as a result of a breach of this clause) shall be kept confidential and shall not be disclosed by the parties.

(b)Disclosure of the information referred to in clause 12.1(a) may be made if the disclosure, subject to clause 12.1(c):

(1)is agreed to by the parties;

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(2)required by law or the Listing Rules of the Australian Stock Exchange Limited;

(3)is made to a bond fide purchaser of RCFIII’s rights under this deed or the Producer’s rights or title in or to the Tenement;

(4)any lender of either party;

(5)any potential or actual partner (whether general or limited) in RCFIII; or

(6)any joint venture partner of the Producer.

(c)In the case of disclosure to persons referred to in clauses 12.1(b)(3), 12.1(b)(4), 12.1 (b)(5) and 12.1(b)(6) (Recipient), the disclosing party must ensure that the Recipient complies with the terms of this clause.

12.2Notices

All notices, requests, demands, waivers, consents, appointments or other communications in connection with or pursuant to this:

(a)must be in legible writing and in English addressed as follows:

(1)if to the Producer:

Address:Level 2, 16 Ord Street

West Perth, Western Australia 6005

Attention:Company Secretary

Facsimile:(618) 9476 5500

(2)if to RCF III:

Address:1400 Sixteenth Street - Suite 200

Denver, Colorado, USA 80202

Attention:General Partner

Facsimile:(720) 946-1450,

or as specified to the sender by a party by notice;

(b)must be signed by an Officer or under the common seal of the sender;

(c)is regarded as being given by the sender and received by the addressee:

(1)if by delivery in person, when delivered to the addressee;

(2)if by post, 10 Business Days from and including the date of postage; or

(3)if by facsimile transmission, on receipt of a transmission report confirming successful transmission in its entirety,

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am on the following Business Day; and

(d)can be relied on by the addressee and the addressee is not liable to another person for the consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.

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12.3Governing Law and Jurisdiction

(a)This deed is governed by the laws of Western Australia.

(b)The Producer irrevocably and unconditionally:

(1)submits and accepts the non-exclusive jurisdiction of the courts of Western Australia; and

(2)waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

12.4Successors and Assigns and Survival

This Deed shall be binding upon the permitted successors, transferees and assigns of the Producer and be binding on and inure to the benefit of RCF III and its successors, transferees and assigns.

12.5Costs and Stamp Duty

The Producer shall pay all costs and expenses of and incidental to the negotiation, preparation, execution and stamping of this deed, and all stamp duty payable on this deed.

12.6Amendment

(a)The provisions of this deed may only be amended, varied, supplemented or waived by a document signed by all of the parties. Any amendment, variation, supplement or waiver which is not contained in a document signed by all of the parties shall not be valid or enforceable.

(b)In the event this Deed has been transferred by the Producer and the Producer has been released from any further obligations hereunder, this Deed may be amended, varied, supplemented or waived, insofar as it pertains to the Tenements so transferred, by a document signed by the permitted successors, transferees and assigns of the Producer and by RCF III or its successors.

12.7Further Assurance

From time to time and at all times hereafter upon the request of RCF III and at the cost of the Producer shall make, do and execute or cause to be made, done and executed all such acts, agreements, things, deeds, instruments, assurances and writings whatsoever as may be necessary, in the opinion of RCF III, to perfect, preserve or protect the rights of RCF III under this deed, as RCF III may direct.

12.8Attorneys

Each of the attorneys executing this deed (if any) hereby respectively acknowledges that he has at the time of executing this deed no notice of the revocation of the power of attorney under the authority of which he executes this deed.

12.9Counterparts

This deed may be executed in any number of counterparts and by different parties hereto on separate counterparts, each complete set of which, when executed by all parties shall be original but all such counterparts shall together constitute but one and the same instrument.

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12.10Consents and Approvals

In any case where pursuant to this deed the doing or execution of any act, matter or thing by the Producer is dependent on the consent or approval of RCF III and in any other case where the consent or approval of RCF III is required hereunder, such consent or approval shall not be unreasonably withheld.

12.11Dispute Resolution

(a)If the parties are unable to resolve a dispute about the subject matter or terms of this deed after good faith negotiations, a party may, after 2 Business Days notice to the other, refer the matter to resolution by an independent expert.

(b)An independent expert shall be an appropriately qualified expert having no direct or personal interest in the outcome of the decision he or she is requested to make.

(c)The independent expert shall be appointed by agreement, or failing agreement after 2 Business Days notice by one party to the other, shall be appointed by the President for the time being of the President of the Law Society of Western Australia.

(d)The independent expert shall act as an expert and not as an arbitrator and his or her decision shall be final and binding on the parties, except in the case of manifest error.

(e)The costs and expenses of the independent expert shall be borne in such proportions as the independent expert may decide.

(f)The parties must provide such information as the independent expert reasonably requires in order to make a determination under this clause.

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SCHEDULE - TENEMENTS

Part A

Existing St Barbara Tenements

Meekathara

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/199	96/96ths
Application for Mining Lease	51/521	100/100ths
Prospecting Licence	51/1764	100/100ths
Prospecting Licence	51/1801	100/100ths
Prospecting Licence	51/1808	100/100ths
Prospecting Licence	51/1809	100/100ths
Prospecting Licence	51/1859	100/100ths
Prospecting Licence	51/1860	100/100ths
Prospecting Licence	51/1861	100/100ths
Prospecting Licence	51/1862	100/100ths
Prospecting Licence	51/1863	100/100ths
Prospecting Licence	51/1865	100/100ths
Prospecting Licence	51/1867	100/100ths
Prospecting Licence	51/1869	100/100ths
Prospecting Licence	51/1871	100/100ths
Prospecting Licence	51/1875	100/100ths
Prospecting Licence	51/1876	100/100ths
Prospecting Licence	51/1878	100/100ths
Prospecting Licence	51/1879	100/100ths
Prospecting Licence	51/1880	100/100ths
Prospecting Licence	51/1881	100/100ths
Prospecting Licence	51/1882	100/100ths
Prospecting Licence	51/1883	100/100ths
Prospecting Licence	51/1884	100/100ths
Prospecting Licence	51/1885	100/100ths
Prospecting Licence	51/1886	100/100ths
Prospecting Licence	51/1887	100/100ths
Prospecting Licence	51/1888	100/100ths
Prospecting Licence	51/1889	100/100ths
Prospecting Licence	51/1890	100/100ths
Prospecting Licence	51/1891	100/100ths
Prospecting Licence	51/1892	100/100ths
Prospecting Licence	51/1893	100/100ths

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Tenement Name	Tenement Number	Interest Subject to Royalty
Prospecting Licence	51/1894	100/100ths
Mining Lease	51/504	100/100ths
Application for Mining Lease	51/654	100/100ths
Application for Mining Lease	51/688	100/100ths
Application for Mining Lease	51/653	100/100ths
Application for Mining Lease	51/667	100/100ths
Application for Mining Lease	51/668	100/100ths
Application for Mining Lease	51/669	100/100ths
Application for Mining Lease	51/670	100/100ths
Application for Mining Lease	51/671	100/100ths
Application for Mining Lease	51/672	100/100ths
Application for Mining Lease	51/673	100/100ths
Mining Lease	51/200	100/100ths
Mining Lease	51/437	100/100ths
Mining Lease	51/438	100/100ths
Mining Lease	51/439	100/100ths
Mining Lease	51/440	100/100ths
Exploration Licence	20/189	100/100ths
Exploration Licence	20/440	100/100ths
Exploration Licence	20/489	100/100ths
Application for Exploration Licence	20/538	100/100ths
Exploration Licence	37/637	100/100ths
Exploration Licence	51/348	100/100ths
Exploration Licence	51/615	100/100ths
Exploration Licence	51/814	100/100ths
Exploration Licence	51/830	100/100ths
Exploration Licence	51/885	100/100ths
Exploration Licence	51/908	100/100ths
Exploration Licence	51/913	100/100ths
Exploration Licence	51/917	100/100ths
Exploration Licence	51/960	100/100ths
Exploration Licence	51/970	100/100ths
Exploration Licence	51/971	100/100ths
General Purpose Licence	51/13	100/100ths
General Purpose Licence	51/14	100/100ths
General Purpose Licence	51/15	100/100ths

2

Tenement Name	Tenement Number	Interest Subject to Royalty
General Purpose Licence	51/17	100/100ths
General Purpose Licence	51/26	100/100ths
General Purpose Licence	51/9	96/96ths
Miscellaneous Licence	20/10	100/100ths
Miscellaneous Licence	20/17	100/100ths
Miscellaneous Licence	20/18	100/100ths
Miscellaneous Licence	20/35	96/96ths
Miscellaneous Licence	20/8	100/100ths
Miscellaneous Licence	51/18	100/100ths
Miscellaneous Licence	51/27	100/100ths
Miscellaneous Licence	51/28	100/100ths
Miscellaneous Licence	51/29	100/100ths
Miscellaneous Licence	51/30	100/100ths
Miscellaneous Licence	51/31	100/100ths
Miscellaneous Licence	51/32	100/100ths
Miscellaneous Licence	51/33	100/100ths
Miscellaneous Licence	51/34	100/100ths
Miscellaneous Licence	51/35	100/100ths
Miscellaneous Licence	51/41	100/100ths
Miscellaneous Licence	51/43	100/100ths
Miscellaneous Licence	51/51	100/100ths
Miscellaneous Licence	51/55	100/100ths
Miscellaneous Licence	51/56	100/100ths
Miscellaneous Licence	51/57	100/100ths
Miscellaneous Licence	51/58	100/100ths
Miscellaneous Licence	51/71	100/100ths
Miscellaneous Licence	51/72	100/100ths
Miscellaneous Licence	51/73	100/100ths
Miscellaneous Licence	51/77	100/100ths
Miscellaneous Licence	51/78	100/100ths
Miscellaneous Licence	51/79	100/100ths

3

Tenement Name	Tenement Number	Interest Subject to Royalty
Miscellaneous Licence	51/81	100/100ths
Miscellaneous Licence	51/82	100/100ths
Mining Lease	20/107	100/100ths
Mining Lease	20/12	96/96ths
Mining Lease	20/212	96/96ths
Mining Lease	20/214	96/96ths
Mining Lease	20/215	96/96ths
Mining Lease	20/219	96/96ths
Mining Lease	20/239	100/100ths
Mining Lease	20/240	100/100ths
Mining Lease	20/241	100/100ths
Mining Lease	20/242	100/100ths
Mining Lease	20/249	100/100ths
Mining Lease	20/303	96/96ths
Mining Lease	20/306	96/96ths
Mining Lease	20/308	96/96ths
Mining Lease	20/309	100/100ths
Mining Lease	20/437	100/100ths
Mining Lease	20/438	100/100ths
Mining Lease	20/443	100/100ths
Mining Lease	20/444	100/100ths
Mining Lease	20/445	100/100ths
Mining Lease	20/45	96/96ths
Mining Lease	20/47	100/100ths
Mining Lease	20/68	96/96ths
Mining Lease	20/69	96/96ths
Mining Lease	20/70	100/100ths
Mining Lease	20/71	100/100ths
Mining Lease	20/73	100/100ths
Mining Lease	20/77	96/96ths
Mining Lease	25/244	100/100ths

4

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	26/663	100/100ths
Mining Lease	26/664	100/100ths
Mining Lease	26/693	100/100ths
Mining Lease	51/12	96/96ths
Mining Lease	51/132	100/100ths
Mining Lease	51/161	100/100ths
Mining Lease	51/180	100/100ths
Mining Lease	51/187	100/100ths
Mining Lease	51/19	96/96ths
Mining Lease	51/190	100/100ths
Mining Lease	51/203	96/96ths
Mining Lease	51/209	100/100ths
Mining Lease	51/211	100/100ths
Mining Lease	51/233	96/96ths
Mining Lease	51/235	100/100ths
Mining Lease	51/236	100/100ths
Mining Lease	51/237	100/100ths
Mining Lease	51/254	100/100ths
Mining Lease	51/256	100/100ths
Mining Lease	51/257	100/100ths
Mining Lease	51/270	100/100ths
Mining Lease	51/28	100/100ths
Mining Lease	51/280	100/100ths
Mining Lease	51/281	100/100ths
Mining Lease	51/31	96/96ths
Mining Lease	51/325	100/100ths
Mining Lease	51/33	96/96ths
Mining Lease	51/334	96/96ths
Mining Lease	51/35	100/100ths
Mining Lease	51/353	100/100ths
Mining Lease	51/368	100/100ths

5

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/377	100/100ths
Mining Lease	51/381	100/100ths
Mining Lease	51/385	I00/100ths
Mining Lease	51/386	100/100ths
Mining Lease	51/390	100/100ths
Mining Lease	51/393	100/100ths
Mining Lease	51/40	96/96ths
Mining Lease	51/409	100/100ths
Mining Lease	51/418	100/100ths
Mining Lease	51/419	100/100ths
Mining Lease	51/422	100/100ths
Mining Lease	51/423	100/100ths
Mining Lease	51/424	100/100ths
Mining Lease	51/427	100/100ths
Mining Lease	51/433	100/100ths
Mining Lease	51/441	100/100ths
Mining Lease	51/445	100/100ths
Mining Lease	51/446	100/100ths
Mining Lease	51/447	96/96ths
Mining Lease	51/448	100/100ths
Mining Lease	51/449	100/100ths
Mining Lease	51/450	100/100ths
Mining Lease	51/451	100/100ths
Mining Lease	51/454	100/100ths
Mining Lease	51/455	100/100ths
Mining Lease	51/456	100/100ths
Mining Lease	51/459	100/100ths
Mining Lease	51/462	96/96ths
Mining Lease	51/463	96/96ths
Mining Lease	51/465	100/100ths
Mining Lease	51/468	100/100ths

6

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/469	100/100ths
Mining Lease	51/471	100/100ths
Mining Lease	51/472	96/96ths
Mining Lease	51/475	100/100ths
Mining Lease	51/476	100/100ths
Mining Lease	51/477	100/100ths
Mining Lease	51/482	96/96ths
Mining Lease	51/485	100/100ths
Mining Lease	51/486	96/96ths
Mining Lease	51/487	100/100ths
Mining Lease	51/488	100/100ths
Mining Lease	51/489	100/100ths
Mining Lease	51/490	100/100ths
Mining Lease	51/491	100/100ths
Mining Lease	51/492	100/100ths
Mining Lease	51/493	100/100ths
Mining Lease	51/494	100/100ths
Mining Lease	51/495	100/100ths
Mining Lease	51/496	96/96ths
Mining Lease	51/500	100/100ths
Mining Lease	51/501	100/100ths
Mining Lease	51/502	100/100ths
Mining Lease	51/503	100/100ths
Mining Lease	51/505	100/100ths
Mining Lease	51/51	96/96ths
Mining Lease	51/516	100/100ths
Mining Lease	51/523	96/96ths
Mining Lease	51/524	96/96ths
Mining Lease	51/525	100/100ths
Mining Lease	51/526	100/100ths
Mining Lease	51/527	100/100ths

7

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/528	100/100ths
Mining Lease	51/53	96/96ths
Mining Lease	51/530	100/100ths
Mining Lease	51/531	100/100ths
Mining Lease	51/532	100/100ths
Mining Lease	51/533	100/100ths
Mining Lease	51/534	100/100ths
Mining Lease	51/539	100/100ths
Mining Lease	51/550	100/100ths
Mining Lease	51/552	100/100ths
Mining Lease	51/560	100/100ths
Mining Lease	51/562	100/100ths
Mining Lease	51/563	100/100ths
Mining Lease	51/564	100/100ths
Mining Lease	51/565	100/100ths
Mining Lease	51/568	100/100ths
Mining Lease	51/569	100/100ths
Mining Lease	51/570	100/100ths
Mining Lease	51/571	100/100ths
Mining Lease	51/574	100/100ths
Mining Lease	51/575	100/100ths
Mining Lease	51/576	100/100ths
Mining Lease	51/579	100/100ths
Mining Lease	51/581	100/100ths
Mining Lease	51/582	100/100ths
Mining Lease	51/586	100/100ths
Mining Lease	51/587	100/100ths
Mining Lease	51/588	100/100ths
Mining Lease	51/6	96/96ths
Mining Lease	51/613	100/100ths
Mining Lease	51/62	96/96ths

8

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/628	100/100ths
Mining Lease	51/630	100/100ths
Mining Lease	51/631	100/100ths
Mining Lease	51/632	100/100ths
Mining Lease	51/637	100/100ths
Mining Lease	51/638	100/100ths
Mining Lease	51/639	100/100ths
Mining Lease	51/640	100/100ths
Mining Lease	51/642	100/100ths
Mining Lease	51/643	100/100ths
Mining Lease	51/644	100/100ths
Mining Lease	51/645	100/100ths
Mining Lease	51/649	100/100ths
Mining Lease	51/650	100/100ths
Mining Lease	51/666	100/100ths
Mining Lease	51/674	100/100ths
Mining Lease	51/676	100/100ths
Mining Lease	51/678	100/100ths
Mining Lease	51/679	100/100ths
Mining Lease	51/680	100/100ths
Mining Lease	51/718	100/100ths
Mining Lease	51/730	100/100ths
Mining Lease	51/731	100/100ths
Mining Lease	51/732	100/100ths
Mining Lease	51/737	100/100ths
Mining Lease	51/738	100/100ths
Mining Lease	51/740	100/100ths
Mining Lease	51/741	100/100ths
Mining Lease	51/75	96/96ths
Mining Lease	51/757	100/100ths
Mining Lease	51/758	100/100ths

9

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/762	100/100ths
Mining Lease	51/778	100/100ths
Mining Lease	51/781	100/100ths
Mining Lease	51/782	100/100ths
Mining Lease	51/783	100/100ths
Mining Lease	51/784	100/100ths
Mining Lease	51/788	100/100ths
Mining Lease	51/789	100/100ths
Mining Lease	51/79	100/100ths
Mining Lease	51/793	100/100ths
Mining Lease	51/794	100/100ths
Mining Lease	51/795	100/100ths
Mining Lease	51/796	100/100ths
Mining Lease	51/797	100/100ths
Mining Lease	51/798	100/100ths
Mining Lease	51/799	100/100ths
Mining Lease	51/800	100/100ths
Mining Lease	51/801	100/100ths
Mining Lease	51/802	100/100ths
Mining Lease	51/803	100/100ths
Mining Lease	51/805	100/100ths
Mining Lease	51/806	100/100ths
Mining Lease	51/807	100/100ths
Mining Lease	51/809	100/100ths
Mining Lease	51/810	100/100ths
Mining Lease	51/811	100/100ths
Mining Lease	51/820	100/100ths
Application for Mining Lease	51/822	100/100ths
Application for Mining Lease	51/823	100/100ths
Application for Mining Lease	51/824	100/100ths
Application for Mining Lease	51/825	100/100ths

10

Tenement Name	Tenement Number	Interest Subject to Royalty
Application for Mining Lease	51/830	100/100ths
Mining Lease	51/91	100/100ths
Mining Lease	51/92	96/96ths
Mining Lease	51/96	96/96ths
Mining Lease	52/27	100/100ths
Prospecting Licence	20/1486	100/100ths
Prospecting Licence	20/1487	100/100ths
Prospecting Licence	20/1791	100/100ths
Prospecting Licence	20/1808	100/100ths
Prospecting Licence	20/1863	100/100ths
Prospecting Licence	26/2980	100/100ths
Prospecting Licence	26/2981	100/100ths
Prospecting Licence	26/2982	100/100ths
Prospecting Licence	26/2983	100/100ths
Prospecting Licence	51/1441	100/100ths
Prospecting Licence	51/1581	96/96ths
Prospecting Licence	51/1582	96/96ths
Prospecting Licence	51/1583	96/96ths
Prospecting Licence	51/1605	100/100ths
Prospecting Licence	51/1606	100/100ths
Prospecting Licence	51/1607	100/100ths
Prospecting Licence	51/1628	96/96ths
Prospecting Licence	51/1637	96/96ths
Prospecting Licence	51/1638	96/96ths
Prospecting Licence	51/1639	96/96ths
Prospecting Licence	51/1640	96/96ths
Prospecting Licence	51/1641	96/96ths
Prospecting Licence	51/1642	96/96ths
Prospecting Licence	51/1646	96/96ths
Prospecting Licence	51/1647	96/96ths
Prospecting Licence	51/1648	96/96ths

11

Tenement Name	Tenement Number	Interest Subject to Royalty
Prospecting Licence	51/1649	96/96ths
Prospecting Licence	51/1650	96/96ths
Prospecting Licence	51/1656	96/96ths
Prospecting Licence	51/1657	96/96ths
Prospecting Licence	51/1658	96/96ths
Prospecting Licence	51/1683	100/100ths
Prospecting Licence	51/1723	100/100ths
Prospecting Licence	51/1732	100/100ths
Prospecting Licence	51/1733	100/100ths
Prospecting Licence	51/1746	100/100ths
Prospecting Licence	51/1747	100/100ths
Prospecting Licence	51/1750	100/100ths
Prospecting Licence	51/1755	100/100ths
Prospecting Licence	51/1760	100/100ths
Prospecting Licence	51/1775	100/100ths
Prospecting Licence	51/1776	100/100ths
Prospecting Licence	51/1777	100/100ths
Prospecting Licence	51/1788	96/96ths
Prospecting Licence	51/1789	96/96ths
Prospecting Licence	51/1818	96/96ths
Prospecting Licence	51/1820	100/100ths
Prospecting Licence	51/1822	96/96ths
Prospecting Licence	51/1823	96/96ths
Prospecting Licence	51/1824	96/96ths
Prospecting Licence	51/1825	96/96ths
Prospecting Licence	51/1903	100/100ths
Prospecting Licence	51/1904	100/100ths
Prospecting Licence	51/1908	100/100ths
Prospecting Licence	51/1909	100/100ths
Prospecting Licence	51/1910	100/100ths
Prospecting Licence	51/1913	100/100ths

12

Tenement Name	Tenement Number	Interest Subject to Royalty
Prospecting Licence	51/1914	100/100ths
Prospecting Licence	51/1915	100/100ths
Prospecting Licence	51/1916	100/100ths
Prospecting Licence	51/1917	100/100ths
Prospecting Licence	51/1918	100/100ths
Prospecting Licence	51/1920	100/100ths
Prospecting Licence	51/1921	100/100ths
Prospecting Licence	51/1925	100/100ths
Prospecting Licence	51/1984	100/100ths
Prospecting Licence	51/1985	100/100ths
Prospecting Licence	51/1986	100/100ths
Prospecting Licence	51/1987	100/100ths
Prospecting Licence	51/1990	96/96ths
Prospecting Licence	51/1991	100/100ths
Prospecting Licence	51/1992	100/100ths
Prospecting Licence	51/2024	96/96ths
Prospecting Licence	51/2037	100/100ths
Prospecting Licence	51/2038	100/100ths
Prospecting Licence	51/2039	100/100ths
Prospecting Licence	51/2040	100/100ths
Prospecting Licence	51/2056	100/100ths
Prospecting Licence	51/2057	100/100ths
Prospecting Licence	51/2058	100/100ths
Prospecting Licence	51/2059	100/100ths
Prospecting Licence	51/2061	100/100ths
Prospecting Licence	51/2062	100/100ths
Prospecting Licence	51/2185	100/100ths
Prospecting Licence	51/2186	100/100ths
Prospecting Licence	51/2187	100/100ths
Prospecting Licence	51/2188	100/100ths
Prospecting Licence	51/2189	100/100ths

13

Tenement Name	Tenement Number	Interest Subject to Royalty
Prospecting Licence	51/2321	100/100ths
Prospecting Licence	51/2323	100/100ths
Prospecting Licence	51/2324	100/100ths
Prospecting Licence	51/2326	100/100ths
Prospecting Licence	51/2327	100/100ths
Miscellaneous Licence	51/67	100/100ths
Prospecting Licence	51/1836	100/100ths

14

Tenement Name	Tenement Number	Interest Subject to Royalty
Application for Mining Lease	51/567	100/100ths
Exploration Licence	51/1043	100/100ths
Application for Mining Lease	51/573	100/100ths
Mining Lease	51/39	96/96ths
Application for Mining Lease	51/849	100/100ths
Application for Mining Lease	51/557	100/100ths
Exploration Licence	51/1035	49/100ths
Application for Prospecting Licence	26/3269	100/100ths
Application for Prospecting Licence	26/3268	100/100ths
Application for Mining Lease	26/793	100/100ths
Application for Mining Lease	26/794	100/100ths
Application for Mining Lease	20/347	100/100ths
Application for Exploration Licence	38/1754	100/100ths
Application for Exploration Licence	38/1755	100/100ths
Application for Exploration Licence	38/1756	100/100ths
Application for Mining Lease	51/542	100/100ths
Application for Exploration Licence	45/2731	100/100ths
Application for Exploration Licence	45/2732	100/100ths
Application for Mining Lease	20/476	100/100ths
Application for Mining Lease	20/477	100/100ths
Application for Mining Lease	20/496	100/100ths
Application for Exploration Licence	69/2044	100/100ths
Application for Exploration Licence	69/2045	100/100ths
Application for Exploration Licence	69/2040	100/100ths
Application for Exploration Licence	69/2041	100/100ths
Application for Exploration Licence	69/2042	100/100ths
Application for Exploration Licence	69/2043	100/100ths
Application for Exploration Licence	69/2055	100/100ths
Application for Exploration Licence	69/2056	100/100ths
Application for Exploration Licence	69/2057	100/100ths
Application for Exploration	45/2699	100/100ths

15

Tenement Name	Tenement Number	Interest Subject to Royalty
Licence
Application for Exploration Licence	45/2700	100/100ths
Application for Exploration Licence	45/2701	100/100ths
Application for Exploration Licence	45/2702	100/100ths
Application for Exploration Licence	45/2703	100/100ths
Application for Exploration Licence	45/2704	100/100ths
Application for Exploration Licence	45/2705	100/100ths
Application for Mining Lease	51/561	100/100ths
Mining Lease	20/342	100/100ths
Application for Mining Lease	51/834	100/100ths

PART B

SGW Tenements

Region	Tenement
LAVERTON	E31/0552
LAVERTON	E31/0585
LAVERTON	M39/0165
LAVERTON	M39/0166
LAVERTON	M39/0230
LAVERTON	E39/0325
LAVERTON	E39/0423
LAVERTON	E39/0475
LAVERTON	E39/0827
LAVERTON	E39/0833
LAVERTON	M39/0447
LAVERTON	M39/0448
LAVERTON	M39/0449
LAVERTON	M39/0542
LAVERTON	M39/0711
LAVERTON	M39/0712
LAVERTON	M39/0713
LAVERTON	M39/0773
LAVERTON	M39/0822
LAVERTON	M39/0834
LAVERTON	M39/0835
LAVERTON	M39/0836
LAVERTON	M39/0118
LAVERTON	M39/0119
LAVERTON	M39/0120
LAVERTON	M39/0232

16

Region	Tenement
LAVERTON	E28/0605
LAVERTON	E28/0606
LAVERTON	E28/0841
LAVERTON	E28/0856
LAVERTON	E28/0857
LAVERTON	E28/1062
LAVERTON	E28/1063
LAVERTON	E28/1064
LAVERTON	E28/1065
LAVERTON	E28/1070
LAVERTON	E28/1071
LAVERTON	E31/0345
LAVERTON	E31/0351
LAVERTON	E31/0365
LAVERTON	L27/0069
LAVERTON	L27/0070
LAVERTON	L27/0071
LAVERTON	L28/0023
LAVERTON	L28/0024
LAVERTON	L28/0025
LAVERTON	L28/0026
LAVERTON	L28/0027
LAVERTON	L28/0028
LAVERTON	L28/0029
LAVERTON	L28/0030
LAVERTON	L28/0031
LAVERTON	L28/0032
LAVERTON	L31/0037
LAVERTON	L31/0038
LAVERTON	L31/0040
LAVERTON	M28/0145
LAVERTON	M28/0146
LAVERTON	M28/0166
LAVERTON	M28/0167
LAVERTON	M28/0168
LAVERTON	M28/0173
LAVERTON	M28/0174
LAVERTON	M28/0266
LAVERTON	M28/0267
LAVERTON	M28/0269
LAVERTON	M31/0219
LAVERTON	M31/0220
LAVERTON	M31/0276
LAVERTON	M31/0295
LAVERTON	M31/0311
LAVERTON	P28/0930
LAVERTON	P28/0931
LAVERTON	P28/0932
LAVERTON	P28/0933
LAVERTON	P28/0934
LAVERTON	P28/0935
LAVERTON	P28/0936
LAVERTON	P28/0937
LAVERTON	P28/0938
LAVERTON	P28/0939
LAVERTON	P31/1482
LAVERTON	P31/1541
LAVERTON	P31/1542
LAVERTON	P31/1545
LAVERTON	E28/0828
LAVERTON	E28/0829
LAVERTON	E31/0115
LAVERTON	E31/0268
LAVERTON	E31/0567
LAVERTON	E31/0568
LAVERTON	E31/0569

2

Region	Tenement
LAVERTON	M31/0207
LAVERTON	M31/0225
LAVERTON	M31/0239
LAVERTON	M31/0240
LAVERTON	M31/0241
LAVERTON	M31/0242
LAVERTON	M31/0253
LAVERTON	M31/0254
LAVERTON	M31/0255
LAVERTON	M31/0256
LAVERTON	M31/0257
LAVERTON	M31/0258
LAVERTON	P31/1444
LAVERTON	P31/1450
LAVERTON	E31/0388
LAVERTON	E31/0390
LAVERTON	E31/0391
LAVERTON	E31/0393
LAVERTON	E31/0395
LAVERTON	E31/0662
LAVERTON	P31/1699
LAVERTON	P31/1700
LAVERTON	M38/0635
LAVERTON	M38/0636
LAVERTON	M38/0815
LAVERTON	M39/0597
LAVERTON	M39/0598
LAVERTON	E28/0604
LAVERTON	E28/0826
LAVERTON	E28/1232
LAVERTON	E39/0573
LAVERTON	E39/0935
LAVERTON	E39/0344
LAVERTON	E39/0702
LAVERTON	L38/0072
LAVERTON	L39/0098
LAVERTON	L39/0099
LAVERTON	L39/0105
LAVERTON	L39/0107
LAVERTON	L39/0108
LAVERTON	L39/0110
LAVERTON	L39/0112
LAVERTON	L39/0114
LAVERTON	L39/0118
LAVERTON	M39/0411
LAVERTON	M39/0412
LAVERTON	M39/0413
LAVERTON	M39/0606
LAVERTON	M39/0607
LAVERTON	M39/0608
LAVERTON	M39/0609
LAVERTON	M39/0610
LAVERTON	M39/0611
LAVERTON	M39/0901
LAVERTON	E28/1352
LAVERTON	E39/0328
LAVERTON	M39/0599
LAVERTON	M39/0600
LAVERTON	M39/0721
LAVERTON	M39/0722
LAVERTON	E31/0113
LAVERTON	E31/0621
LAVERTON	M31/0030
LAVERTON	M31/0157
LAVERTON	M31/0177
LAVERTON	M31/0185

3

Region	Tenement
LAVERTON	M31/0186
LAVERTON	M31/0191
LAVERTON	M31/0245
LAVERTON	M31/0246
LAVERTON	M31/0251
LAVERTON	M31/0259
LAVERTON	M31/0380
LAVERTON	M31/0381
LAVERTON	P31/1417
LAVERTON	P31/1424
LAVERTON	P31/1425
LAVERTON	P31/1431
LAVERTON	P31/1432
LAVERTON	P31/1475
LAVERTON	E39/0845
LAVERTON	E39/0315
LAVERTON	E39/0350
LAVERTON	E39/0371
LAVERTON	E39/0657
LAVERTON	E39/0740
LAVERTON	E39/0919
LAVERTON	L31/0041
LAVERTON	L39/0127
LAVERTON	L39/0128
LAVERTON	L39/0130
LAVERTON	L39/0131
LAVERTON	L39/0132
LAVERTON	L39/0133
LAVERTON	L39/0134
LAVERTON	L39/0135
LAVERTON	M39/0307
LAVERTON	M39/0308
LAVERTON	M39/0309
LAVERTON	M39/0355
LAVERTON	M39/0356
LAVERTON	M39/0472
LAVERTON	M39/0587
LAVERTON	M39/0588
LAVERTON	M39/0589
LAVERTON	M39/0590
LAVERTON	M39/0591
LAVERTON	M39/0638
LAVERTON	M39/0639
LAVERTON	M39/0640
LAVERTON	M39/0739
LAVERTON	M39/0740
LAVERTON	M39/0741
LAVERTON	M39/0841
LAVERTON	M39/0842
LAVERTON	M39/0843
LAVERTON	M39/0454
LAVERTON	M39/0455
LAVERTON	M39/0652
LAVERTON	E39/0173
LAVERTON	M39/0470
LAVERTON	M39/0471
LAVERTON	E28/0553
LAVERTON	M28/0232
LAVERTON	M28/0233
LAVERTON	M28/0234
LAVERTON	M28/0241
LAVERTON	M28/0242
LAVERTON	M31/0301
LAVERTON	E31/0101
LAVERTON	E31/0107
LAVERTON	E31/0150

4

Region	Tenement
LAVERTON	E31/0152
LAVERTON	E31/0153
LAVERTON	E31/0620
LAVERTON	M31/0156
LAVERTON	M31/0208
LAVERTON	M31/0209
LAVERTON	M31/0210
LAVERTON	M31/0212
LAVERTON	M31/0213
LAVERTON	M31/0273
LAVERTON	M31/0274
LAVERTON	M31/0275
LAVERTON	M31/0285
LAVERTON	M31/0286
LAVERTON	M31/0287
LAVERTON	M31/0288
LAVERTON	M31/0290
LAVERTON	M31/0291
LAVERTON	M31/0292
LAVERTON	M31/0293
LAVERTON	P31/1677
LAVERTON	E31/0635
LAVERTON	E39/0409
LAVERTON	E39/0887
LAVERTON	E39/0888
LAVERTON	E38/1678
LAVERTON	E39/0463
LAVERTON	E39/0632
LAVERTON	P38/3083
LAVERTON	E31/0631
LAVERTON	M28/0243
LAVERTON	P28/0911
LAVERTON	P28/0912
LAVERTON	P28/0913
LAVERTON	P28/0914
LAVERTON	L31/0001
LAVERTON	L31/0002
LAVERTON	L31/0003
LAVERTON	L31/0004
LAVERTON	L31/0005
LAVERTON	L31/0006
LAVERTON	L31/0007
LAVERTON	L31/0008
LAVERTON	L31/0009
LAVERTON	L31/0010
LAVERTON	L31/0011
LAVERTON	L31/0012
LAVERTON	L31/0013
LAVERTON	L31/0014
LAVERTON	L31/0015
LAVERTON	L31/0016
LAVERTON	L31/0017
LAVERTON	L31/0018
LAVERTON	L31/0019
LAVERTON	L31/0020
LAVERTON	L31/0021
LAVERTON	L31/0022
LAVERTON	L31/0023
LAVERTON	L31/0024
LAVERTON	L31/0025
LAVERTON	M31/0003
LAVERTON	M31/0004
LAVERTON	M31/0005
LAVERTON	M31/0006
LAVERTON	M31/0076
LAVERTON	M31/0145

5

Region	Tenement
LAVERTON	M31/0180
LAVERTON	M31/0181
LAVERTON	M31/0190
LAVERTON	M31/0250
LAVERTON	P31/1435
LAVERTON	P31/1476
LAVERTON	E31/0586
LAVERTON	E39/0327
LAVERTON	M39/0630
LAVERTON	M39/0631
LAVERTON	M39/0632
LAVERTON	M39/0633
LAVERTON	M39/0634
LAVERTON	M39/0907
LAVERTON	M39/0908
LAVERTON	P39/3939
LAVERTON	E39/0378
LAVERTON	M39/0601
LAVERTON	M39/0602
LAVERTON	M39/0603
LAVERTON	E31/0573
LAVERTON	M31/0140
LAVERTON	M31/0184
LAVERTON	M31/0206
LAVERTON	M31/0223
LAVERTON	M31/0224
LAVERTON	P31/1446
LAVERTON	P31/1447
LAVERTON	E31/0465
LAVERTON	E31/0479
LAVERTON	E31/0524
LAVERTON	E31/0618
LAVERTON	E39/0884
LAVERTON	E28/0892
LAVERTON	E39/0897
LAVERTON	L39/0034
LAVERTON	L39/0048
LAVERTON	L39/0049
LAVERTON	L39/0050
LAVERTON	L39/0051
LAVERTON	L39/0052
LAVERTON	L39/0053
LAVERTON	M39/0084
LAVERTON	M39/0274
LAVERTON	M39/0406
LAVERTON	M39/0407
LAVERTON	M39/0408
LAVERTON	M39/0409
LAVERTON	M39/0410
LAVERTON	M39/0839
LAVERTON	M39/0840
LAVERTON	P39/2595
LAVERTON	P39/2596
LAVERTON	P39/2605
LEONORA	E37/0415
LEONORA	E37/0557
LEONORA	E37/0558
LEONORA	E37/0669
LEONORA	E37/0680
LEONORA	E37/0789
LEONORA	M37/0338
LEONORA	M37/0398
LEONORA	M37/0399
LEONORA	M37/0400
LEONORA	M37/0458
LEONORA	M37/1128

6

Region	Tenement
LEONORA	M37/1171
LEONORA	P37/3868
LEONORA	E37/0236
LEONORA	E37/0281
LEONORA	M37/0479
LEONORA	M37/0641
LEONORA	M37/0683
LEONORA	M37/0684
LEONORA	M37/0879
LEONORA	M37/0880
LEONORA	M37/0904
LEONORA	M37/0945
LEONORA	M37/0946
LEONORA	M37/1035
LEONORA	M37/1040
LEONORA	M37/1041
LEONORA	M37/1042
LEONORA	M37/1151
LEONORA	P37/4988
LEONORA	E37/0703
LEONORA	E37/0705
LEONORA	L37/0041
LEONORA	M37/0350
LEONORA	M37/0627
LEONORA	M37/0628
LEONORA	P37/4327
LEONORA	P37/4328
LEONORA	P37/4329
LEONORA	P37/4370
LEONORA	M37/0570
LEONORA	M37/0571
LEONORA	M37/0572
LEONORA	M37/0573
LEONORA	M37/0574
LEONORA	M37/1050
LEONORA	M37/1051
LEONORA	M37/1081
LEONORA	M37/1165
LEONORA	P37/4235
LEONORA	P37/4237
LEONORA	P37/6146
LEONORA	P37/6147
LEONORA	P37/6216
LEONORA	P37/6217
LEONORA	M40/0166
LEONORA	M37/0252
LEONORA	E40/0183
LEONORA	M37/0326
LEONORA	M37/0559
LEONORA	P37/4058
LEONORA	P37/4080
LEONORA	L37/0033
LEONORA	L37/0034
LEONORA	L37/0035
LEONORA	L37/0036
LEONORA	L37/0056
LEONORA	L37/0058
LEONORA	L37/0066
LEONORA	L37/0089
LEONORA	M37/0017
LEONORA	M37/0137
LEONORA	M37/0170
LEONORA	M37/0200
LEONORA	M37/0247
LEONORA	M37/0333
LEONORA	M37/0391

7

Region	Tenement
LEONORA	M37/0689
LEONORA	M37/0690
LEONORA	M37/0903
LEONORA	M37/1026
LEONORA	M37/1027
LEONORA	P37/4555
LEONORA	P37/4987
LEONORA	P37/4996
LEONORA	P37/5286
LEONORA	P37/5310
LEONORA	G37/0006
LEONORA	G37/0008
LEONORA	G37/0009
LEONORA	G37/0010
LEONORA	G37/0011
LEONORA	G37/0012
LEONORA	G37/0013
LEONORA	G37/0014
LEONORA	G37/0015
LEONORA	G37/0016
LEONORA	G37/0017
LEONORA	G37/0018
LEONORA	L37/0043
LEONORA	L37/0044
LEONORA	L37/0080
LEONORA	L37/0123
LEONORA	L37/0124
LEONORA	M37/0251
LEONORA	M37/0622
LEONORA	M37/1150
LEONORA	P37/4098
LEONORA	M37/0451
LEONORA	M37/0586
LEONORA	M37/0587
LEONORA	L37/0074
LEONORA	L37/0076
LEONORA	M37/0058
LEONORA	M37/0046
LEONORA	M37/0219
LEONORA	M37/0484
LEONORA	M37/0564
LEONORA	M37/0902
LEONORA	M37/1016
LEONORA	P37/3805
LEONORA	P37/5747
LEONORA	G40/0003
LEONORA	M40/0022
LEONORA	M40/0026
LEONORA	M40/0027
LEONORA	M40/0036
LEONORA	M40/0037
LEONORA	M40/0038
LEONORA	M40/0056
LEONORA	M40/0138
LEONORA	M37/0547
LEONORA	M37/0548
LEONORA	M37/1105
LEONORA	M37/0025
LEONORA	M37/1030
LEONORA	E37/0200
LEONORA	E37/0412
LEONORA	M37/0403
LEONORA	M37/0404
LEONORA	M37/0405
LEONORA	M37/0461
LEONORA	M37/0462

8

Region	Tenement
LEONORA	M37/0732
LEONORA	M37/0733
LEONORA	M37/0734
LEONORA	M37/0997
LEONORA	M37/1130
LEONORA	M37/0603
LEONORA	M40/0177
LEONORA	E37/0251
LEONORA	E37/0411
LEONORA	E37/0496
LEONORA	E37/0667
LEONORA	L37/0126
LEONORA	M37/0382
LEONORA	M37/0480
LEONORA	M37/0488
LEONORA	M37/0506
LEONORA	M37/0511
LEONORA	M37/0513
LEONORA	M37/0514
LEONORA	M37/0633
LEONORA	M37/0638
LEONORA	M37/0639
LEONORA	M37/0640
LEONORA	M37/0853
LEONORA	M37/1043
LEONORA	M37/1044
LEONORA	M37/1083
LEONORA	M37/1094
LEONORA	M37/1129
LEONORA	M37/1200
LEONORA	P37/3870
LEONORA	P37/3871
LEONORA	P37/3872
LEONORA	P37/3873
LEONORA	P37/3917
LEONORA	P37/3918
LEONORA	P37/3919
LEONORA	P37/3920
LEONORA	P37/4336
LEONORA	P37/4375
LEONORA	P37/4408
LEONORA	P37/4804
LEONORA	P37/4805
LEONORA	P37/6029
LEONORA	P37/6087
LEONORA	M37/0610
LEONORA	P37/4260
LEONORA	E37/0269
LEONORA	M37/0788
LEONORA	M37/0544
LEONORA	M37/1185
LEONORA	E37/0235
LEONORA	E37/0345
LEONORA	E37/0679
LEONORA	E37/0681
LEONORA	E37/0682
LEONORA	M37/0459
LEONORA	M37/0460
LEONORA	M37/0551
LEONORA	M37/0598
LEONORA	M37/0599
LEONORA	M37/0600
LEONORA	M37/0601
LEONORA	M37/0602
LEONORA	M37/0694
LEONORA	M37/0695

9

Region	Tenement
LEONORA	M37/0696
LEONORA	M37/0907
LEONORA	M37/0975
LEONORA	M37/0976
LEONORA	M37/0977
LEONORA	M37/1008
LEONORA	M37/1009
LEONORA	P37/3995
LEONORA	P37/4294
LEONORA	P37/4295
LEONORA	P37/5114
LEONORA	P37/5115
LEONORA	P37/5116
LEONORA	M37/0158
LEONORA	M37/0159
LEONORA	M37/0549
LEONORA	P37/6564
LEONORA	M40/0129
LEONORA	L37/0079
LEONORA	M37/0172
LEONORA	M37/0204
LEONORA	M37/0565
LEONORA	M37/0763
LEONORA	M37/0021
LEONORA	M37/0179
LEONORA	M37/0407
LEONORA	M37/0416
LEONORA	M37/0496
LEONORA	M37/0529
LEONORA	M37/0889
LEONORA	M37/0890
LEONORA	M37/0891
LEONORA	M37/0905
LEONORA	M37/0985
LEONORA	M37/0454
LEONORA	M37/0849
LEONORA	P37/3650
LEONORA	P37/3651
LEONORA	P37/3652
LEONORA	P37/4853
LEONORA	P37/4854
LEONORA	E37/0284
LEONORA	E37/0670
LEONORA	M37/0478
LEONORA	M37/0773
LEONORA	M37/0854
LEONORA	M37/0855
LEONORA	M37/0856
LEONORA	M37/0906
LEONORA	M37/0978
LEONORA	M37/0979
LEONORA	M37/0980
LEONORA	M37/1064
LEONORA	M37/1065
LEONORA	P37/6260
LEONORA	P37/6286
LEONORA	P37/6324
LEONORA	M37/0485
LEONORA	M37/0531
LEONORA	M37/0532
LEONORA	E37/0573
LEONORA	M37/0163
LEONORA	M37/0164
LEONORA	M37/0212
LEONORA	M37/0605
LEONORA	M37/0629

10

Region	Tenement
LEONORA	M37/0874
LEONORA	M37/0928
LEONORA	M37/0955
LEONORA	M37/0986
LEONORA	M37/0987
LEONORA	M37/1017
LEONORA	M37/0626
LEONORA	M37/1177
LEONORA	M40/0167
LEONORA	P40/0956
LEONORA	P40/0957
LEONORA	P40/0958
LEONORA	L37/0068
LEONORA	L37/0078
LEONORA	L37/0081
LEONORA	L37/0083
LEONORA	L37/0119
LEONORA	L37/0120
LEONORA	M37/0067
LEONORA	M37/0076
LEONORA	M37/0090
LEONORA	M37/0201
LEONORA	M37/0222
LEONORA	M37/0248
LEONORA	M37/0330
LEONORA	M37/0394
LEONORA	M37/0410
LEONORA	M37/0429
LEONORA	M37/0449
LEONORA	M37/0457
LEONORA	M37/0530
LEONORA	M37/0541
LEONORA	P37/3955
LEONORA	P37/3979
LEONORA	P37/3980
LEONORA	G37/0021
LEONORA	L37/0023
LEONORA	L37/0024
LEONORA	L37/0028
LEONORA	L37/0029
LEONORA	L37/0030
LEONORA	L37/0050
LEONORA	L37/0051
LEONORA	L37/0070
LEONORA	M37/0055
LEONORA	M37/0165
LEONORA	M37/0588
LEONORA	E40/0180
LEONORA	M37/1095
LEONORA	M37/1096
LEONORA	M37/0621
LEONORA	P37/4296
LEONORA	E37/0671
LEONORA	E37/0677
LEONORA	M36/0412
LEONORA	M37/0438
LEONORA	M37/0439
LEONORA	M37/0440
LEONORA	M37/0495
LEONORA	M37/0929
LEONORA	P36/1246
LEONORA	P36/1247
LEONORA	P36/1248
LEONORA	P37/6459
LEONORA	E36/0306
LEONORA	M36/0582

11

Region	Tenement
LEONORA	M37/0437
LEONORA	M37/0493
LEONORA	M37/0494
LEONORA	M37/0998
LEONORA	M37/0489
LEONORA	M37/0512
OTHER	PL2-139
OTHER	ML 10227
OTHER	COW (AWAKMAS)
OTHER	RL 103
OTHER	E30/0080
OTHER	M30/0160
OTHER	M30/0161
OTHER	M30/0162
OTHER	M30/0163
OTHER	M30/0164
OTHER	M30/0165
OTHER	M30/0166
OTHER	M30/0167
OTHER	M30/0168
OTHER	M30/0169
OTHER	M30/0170
OTHER	M30/0171
OTHER	M30/0172
OTHER	Ml5/0724
OTHER	M15/0726
OTHER	M46/0115
OTHER	M46/0165
OTHER	MIN 4619
OTHER	MIN 4787
OTHER	MIN 5248
OTHER	ML 1552
OTHER	M27/0041
OTHER	M27/0072
OTHER	M27/0114
OTHER	E58/0286
OTHER	E59/0201
OTHER	E59/0278
OTHER	E59/0539
OTHER	E59/1104
OTHER	E59/1145
OTHER	E59/1148
OTHER	M59/0232
OTHER	M59/0233
OTHER	M59/0234
OTHER	M59/0261
OTHER	M59/0367
OTHER	M59/0410
OTHER	M59/0411
OTHER	M59/0443
OTHER	M59/0444
OTHER	M59/0445
OTHER	M59/0446
OTHER	M59/0447
OTHER	M59/0448
OTHER	M59/0449
OTHER	M59/0467
OTHER	M59/0468
OTHER	M59/0469
OTHER	M59/0501
OTHER	M59/0548
OTHER	M20/0419
OTHER	G59/0011
OTHER	G59/0012
OTHER	G59/0013

12

Region	Tenement
OTHER	G59/0014
OTHER	G59/0015
OTHER	G59/0016
OTHER	G59/0017
OTHER	G59/0018
OTHER	L59/0012
OTHER	L59/0013
OTHER	L59/0014
OTHER	L59/0016
OTHER	L59/0021
OTHER	L59/0045
OTHER	L59/0046
OTHER	L59/0053
OTHER	M59/0011
OTHER	M59/0013
OTHER	M59/0014
OTHER	M59/0015
OTHER	M59/0016
OTHER	M59/0017
OTHER	M59/0166
OTHER	M59/0217
OTHER	M59/0304
OTHER	M59/0305
OTHER	M59/0308
OTHER	M59/0309
OTHER	M59/0328
OTHER	M59/0402
OTHER	M59/0403
OTHER	M59/0404
OTHER	EL 22156
OTHER	M24/0551
OTHER	M63/0247
OTHER	M63/0373
OTHER	M63/0374
OTHER	M63/0375
OTHER	M63/0376
OTHER	M63/0377
OTHER	P63/0752
OTHER	P63/0753
OTHER	P63/0754
OTHER	P63/0798
OTHER	P63/0799
OTHER	P63/0800
OTHER	P63/0801
OTHER	E63/0355
OTHER	M15/0651
OTHER	M15/0710
OTHER	M15/1110
OTHER	M15/1111
OTHER	M15/1148
OTHER	M15/1177
OTHER	M15/1178
OTHER	M15/1179
OTHER	M15/1390
OTHER	M63/0230
OTHER	M63/0255
OTHER	M63/0269
OTHER	M63/0279
OTHER	M63/0303
OTHER	M63/0364
OTHER	M63/0398
OTHER	M63/0399
OTHER	M63/0400
OTHER	M63/0401
OTHER	M63/0402
OTHER	M63/0403

13

Region	Tenement
OTHER	M63/0404
OTHER	M63/0405
OTHER	P15/4044
OTHER	P15/4045
OTHER	P63/0683
OTHER	P63/0684
OTHER	P63/0685
OTHER	P63/0743
OTHER	P63/0744
OTHER	P63/0745
OTHER	P63/0746
OTHER	P63/0747
OTHER	P63/0868
OTHER	M21/0074
OTHER	EL 10405
OTHER	EL 9887
OTHER	EL 9888
OTHER	EL 9889
OTHER	ML 23216
OTHER	MLC 176
OTHER	MLC 177
OTHER	M20/0108
OTHER	M20/0239
OTHER	M20/0240
OTHER	M20/0241
OTHER	M20/0242
OTHER	M24/0380
OTHER	M24/0400
OTHER	M24/0429
OTHER	M47/0443
OTHER	EPM 9080
OTHER	EPM 9081
OTHER	EPM 9252
OTHER	EPM 9981
OTHER	M57/0010
SOUTHERN CROSS	M77/0977
SOUTHERN CROSS	M77/1055
SOUTHERN CROSS	M77/0198
SOUTHERN CROSS	E77/0516
SOUTHERN CROSS	E77/0965
SOUTHERN CROSS	E77/0988
SOUTHERN CROSS	E77/0990
SOUTHERN CROSS	E77/0991
SOUTHERN CROSS	E77/1069
SOUTHERN CROSS	P77/3300
SOUTHERN CROSS	P77/3350
SOUTHERN CROSS	P77/3351
SOUTHERN CROSS	M77/0639
SOUTHERN CROSS	M77/0640
SOUTHERN CROSS	M77/0660
SOUTHERN CROSS	M77/0697
SOUTHERN CROSS	M77/1054
SOUTHERN CROSS	E77/1200
SOUTHERN CROSS	G77/0015
SOUTHERN CROSS	G77/0025
SOUTHERN CROSS	G77/0032
SOUTHERN CROSS	G77/0033
SOUTHERN CROSS	G77/0034
SOUTHERN CROSS	G77/0036
SOUTHERN CROSS	G77/0079
SOUTHERN CROSS	G77/0080
SOUTHERN CROSS	G77/0081
SOUTHERN CROSS	L77/0047
SOUTHERN CROSS	L77/0052
SOUTHERN CROSS	L77/0053
SOUTHERN CROSS	L77/0054

14

Region	Tenement
SOUTHERN CROSS	L77/0055
SOUTHERN CROSS	L77/0056
SOUTHERN CROSS	L77/0057
SOUTHERN CROSS	L77/0071
SOUTHERN CROSS	L77/0072
SOUTHERN CROSS	L77/0129
SOUTHERN CROSS	L77/0132
SOUTHERN CROSS	L77/0154
SOUTHERN CROSS	L77/0155
SOUTHERN CROSS	L77/0156
SOUTHERN CROSS	L77/0157
SOUTHERN CROSS	L77/0158
SOUTHERN CROSS	L77/0159
SOUTHERN CROSS	L77/0160
SOUTHERN CROSS	M77/0046
SOUTHERN CROSS	M77/0105
SOUTHERN CROSS	M77/0299
SOUTHERN CROSS	M77/0301
SOUTHERN CROSS	M77/0355
SOUTHERN CROSS	M77/0356
SOUTHERN CROSS	M77/0572
SOUTHERN CROSS	M77/1026
SOUTHERN CROSS	M77/0138
SOUTHERN CROSS	M77/0655
SOUTHERN CROSS	M77/0671
SOUTHERN CROSS	M77/0745
SOUTHERN CROSS	M77/0746
SOUTHERN CROSS	M77/0747
SOUTHERN CROSS	M77/0765
SOUTHERN CROSS	M77/0766
SOUTHERN CROSS	M77/1052
SOUTHERN CROSS	E77/0773
SOUTHERN CROSS	M77/0089
SOUTHERN CROSS	M77/0565
SOUTHERN CROSS	M77/0763
SOUTHERN CROSS	M77/1018
SOUTHERN CROSS	M77/0657
SOUTHERN CROSS	M77/0561
SOUTHERN CROSS	M77/0562
SOUTHERN CROSS	E77/0697
SOUTHERN CROSS	M77/1078
SOUTHERN CROSS	M77/0480
SOUTHERN CROSS	L77/0044
SOUTHERN CROSS	M77/0534
SOUTHERN CROSS	M77/0551
SOUTHERN CROSS	M77/0352
SOUTHERN CROSS	M77/0811
SOUTHERN CROSS	M77/0969
SOUTHERN CROSS	E77/0351
SOUTHERN CROSS	M77/0807
SOUTHERN CROSS	M77/0239
SOUTHERN CROSS	E77/1013
SOUTHERN CROSS	M77/0160
SOUTHERN CROSS	M77/0265
SOUTHERN CROSS	M77/0266
SOUTHERN CROSS	M77/0376
SOUTHERN CROSS	E77/0485
SOUTHERN CROSS	E77/0733
SOUTHERN CROSS	M77/1058
SOUTHERN CROSS	M77/1059
SOUTHERN CROSS	M77/1060
SOUTHERN CROSS	M77/1062
SOUTHERN CROSS	M77/1082
SOUTHERN CROSS	E74/0167
SOUTHERN CROSS	E77/0072
SOUTHERN CROSS	E77/0476

15

Region	Tenement
SOUTHERN CROSS	E77/0477
SOUTHERN CROSS	E77/0478
SOUTHERN CROSS	E77/0494
SOUTHERN CROSS	G77/0037
SOUTHERN CROSS	G77/0038
SOUTHERN CROSS	G77/0045
SOUTHERN CROSS	G77/0047
SOUTHERN CROSS	G77/0048
SOUTHERN CROSS	G77/0049
SOUTHERN CROSS	G77/0050
SOUTHERN CROSS	G77/0068
SOUTHERN CROSS	G77/0070
SOUTHERN CROSS	G77/0071
SOUTHERN CROSS	G77/0072
SOUTHERN CROSS	G77/0073
SOUTHERN CROSS	L74/0011
SOUTHERN CROSS	L74/0012
SOUTHERN CROSS	L74/0025
SOUTHERN CROSS	L77/0059
SOUTHERN CROSS	L77/0085
SOUTHERN CROSS	L77/0096
SOUTHERN CROSS	L77/0104
SOUTHERN CROSS	L77/0107
SOUTHERN CROSS	L77/0141
SOUTHERN CROSS	L77/0170
SOUTHERN CROSS	L77/0174
SOUTHERN CROSS	L77/0175
SOUTHERN CROSS	L77/0176
SOUTHERN CROSS	L77/0182
SOUTHERN CROSS	M74/0111
SOUTHERN CROSS	M74/0112
SOUTHERN CROSS	M74/0113
SOUTHERN CROSS	M74/0166
SOUTHERN CROSS	M77/0324
SOUTHERN CROSS	M77/0545
SOUTHERN CROSS	M77/0691
SOUTHERN CROSS	M77/0692
SOUTHERN CROSS	M77/0693
SOUTHERN CROSS	M77/0694
SOUTHERN CROSS	M77/0761
SOUTHERN CROSS	M77/0812
SOUTHERN CROSS	M77/0878
SOUTHERN CROSS	M77/0879
SOUTHERN CROSS	M77/0880
SOUTHERN CROSS	M77/0881
SOUTHERN CROSS	M77/0882
SOUTHERN CROSS	M77/0883
SOUTHERN CROSS	M77/0884
SOUTHERN CROSS	M77/0890
SOUTHERN CROSS	M77/0891
SOUTHERN CROSS	M77/0892
SOUTHERN CROSS	M77/0896
SOUTHERN CROSS	M77/0949
SOUTHERN CROSS	M77/0950
SOUTHERN CROSS	M77/0951
SOUTHERN CROSS	M77/0952
SOUTHERN CROSS	M77/0966
SOUTHERN CROSS	M77/1069
SOUTHERN CROSS	M77/1091
SOUTHERN CROSS	P77/2803
SOUTHERN CROSS	P77/2804
SOUTHERN CROSS	E77/0805
SOUTHERN CROSS	L77/0117
SOUTHERN CROSS	M77/0066
SOUTHERN CROSS	M77/0109
SOUTHERN CROSS	M77/0593

16

Region	Tenement
SOUTHERN CROSS	M77/1002
SOUTHERN CROSS	M77/0770
SOUTHERN CROSS	M77/0408
SOUTHERN CROSS	M77/0564
SOUTHERN CROSS	M77/0797
SOUTHERN CROSS	M77/0798
SOUTHERN CROSS	M77/0801
SOUTHERN CROSS	M77/0868
SOUTHERN CROSS	P77/2917
SOUTHERN CROSS	P77/2918
SOUTHERN CROSS	P77/2919
SOUTHERN CROSS	M77/0090
SOUTHERN CROSS	M77/0777
SOUTHERN CROSS	M77/0805
SOUTHERN CROSS	M77/0835
SOUTHERN CROSS	M77/0836
SOUTHERN CROSS	M77/0112
SOUTHERN CROSS	M77/0598
SOUTHERN CROSS	E77/0543
SOUTHERN CROSS	M77/1073
SOUTHERN CROSS	M77/1074
SOUTHERN CROSS	M77/1075
SOUTHERN CROSS	M77/0217
SOUTHERN CROSS	M77/0221
SOUTHERN CROSS	M77/0225
SOUTHERN CROSS	M77/0250
SOUTHERN CROSS	M77/0251
SOUTHERN CROSS	M77/0733
SOUTHERN CROSS	M77/0734
SOUTHERN CROSS	M77/1009
SOUTHERN CROSS	M77/1063
SOUTHERN CROSS	P77/3211
SOUTHERN CROSS	M77/0423
SOUTHERN CROSS	M77/0817
SOUTHERN CROSS	P77/3000
SOUTHERN CROSS	G77/0001
SOUTHERN CROSS	G77/0002
SOUTHERN CROSS	G77/0003
SOUTHERN CROSS	L77/0007
SOUTHERN CROSS	L77/0019
SOUTHERN CROSS	L77/0020
SOUTHERN CROSS	L77/0021
SOUTHERN CROSS	L77/0023
SOUTHERN CROSS	L77/0027
SOUTHERN CROSS	L77/0031
SOUTHERN CROSS	L77/0041
SOUTHERN CROSS	L77/0042
SOUTHERN CROSS	L77/0049
SOUTHERN CROSS	L77/0051
SOUTHERN CROSS	L77/0064
SOUTHERN CROSS	L77/0065
SOUTHERN CROSS	L77/0066
SOUTHERN CROSS	L77/0069
SOUTHERN CROSS	L77/0087
SOUTHERN CROSS	L77/0089
SOUTHERN CROSS	L77/0115
SOUTHERN CROSS	L77/0137
SOUTHERN CROSS	L77/0140
SOUTHERN CROSS	M77/0007
SOUTHERN CROSS	M77/0008
SOUTHERN CROSS	M77/0010
SOUTHERN CROSS	M77/0026
SOUTHERN CROSS	M77/0113
SOUTHERN CROSS	M77/0114
SOUTHERN CROSS	M77/0638
SOUTHERN CROSS	M77/1036

17

Region	Tenement
SOUTHERN CROSS	M77/0555
SOUTHERN CROSS	M77/0668
SOUTHERN CROSS	M77/0554
SOUTHERN CROSS	M77/0796
SOUTHERN CROSS	M77/0803
SOUTHERN CROSS	M77/1083
SOUTHERN CROSS	M77/1084
SOUTHERN CROSS	M77/0821
SOUTHERN CROSS	P77/2968
SOUTHERN CROSS	P77/2969
SOUTHERN CROSS	M77/0768
SOUTHERN CROSS	M77/0717
SOUTHERN CROSS	P77/2664
SOUTHERN CROSS	M77/0764
SOUTHERN CROSS	M77/0957
SOUTHERN CROSS	M77/0958
SOUTHERN CROSS	M77/0964
SOUTHERN CROSS	M77/0965
SOUTHERN CROSS	M77/0477
SOUTHERN CROSS	M77/0478
SOUTHERN CROSS	M77/0522
SOUTHERN CROSS	M77/0523
SOUTHERN CROSS	E74/0285
SOUTHERN CROSS	E77/0998
SOUTHERN CROSS	E77/0999
SOUTHERN CROSS	E77/1002
SOUTHERN CROSS	E77/1003
SOUTHERN CROSS	E77/1008
SOUTHERN CROSS	E77/1009
SOUTHERN CROSS	E77/1014
SOUTHERN CROSS	E77/1050
SOUTHERN CROSS	E77/1060
SOUTHERN CROSS	E77/1061
SOUTHERN CROSS	E77/1086
SOUTHERN CROSS	E77/1136
SOUTHERN CROSS	E77/1137
SOUTHERN CROSS	E77/1138
SOUTHERN CROSS	E77/1139
SOUTHERN CROSS	P77/3357
SOUTHERN CROSS	G77/0005
SOUTHERN CROSS	G77/0006
SOUTHERN CROSS	G77/0007
SOUTHERN CROSS	G77/0008
SOUTHERN CROSS	G77/0009
SOUTHERN CROSS	G77/0010
SOUTHERN CROSS	G77/0011
SOUTHERN CROSS	G77/0012
SOUTHERN CROSS	G77/0013
SOUTHERN CROSS	L77/0006
SOUTHERN CROSS	L77/0045
SOUTHERN CROSS	L77/0112
SOUTHERN CROSS	L77/0162
SOUTHERN CROSS	M77/0031
SOUTHERN CROSS	M77/0510
SOUTHERN CROSS	M77/0775
SOUTHERN CROSS	M77/0788
SOUTHERN CROSS	M77/0193
SOUTHERN CROSS	M77/0197
SOUTHERN CROSS	M77/0224
SOUTHERN CROSS	M77/0347
SOUTHERN CROSS	M77/0631
SOUTHERN CROSS	M77/1017
SOUTHERN CROSS	E77/0486
SOUTHERN CROSS	M77/0906
SOUTHERN CROSS	M77/0907
SOUTHERN CROSS	M77/0953

18

Region	Tenement
SOUTHERN CROSS	M77/0954
SOUTHERN CROSS	M77/0741
SOUTHERN CROSS	M77/0742
SOUTHERN CROSS	M77/0786
SOUTHERN CROSS	M77/0787
SOUTHERN CROSS	M77/0984
SOUTHERN CROSS	P77/2737
SOUTHERN CROSS	P77/2738
SOUTHERN CROSS	P77/2739
SOUTHERN CROSS	P77/2740
SOUTHERN CROSS	P77/2741
SOUTHERN CROSS	P77/2751
SOUTHERN CROSS	P77/2752
SOUTHERN CROSS	P77/2753
SOUTHERN CROSS	P77/2875
SOUTHERN CROSS	P77/2876
SOUTHERN CROSS	P77/2877
SOUTHERN CROSS	P77/2908
SOUTHERN CROSS	P77/2909
SOUTHERN CROSS	E77/1090
SOUTHERN CROSS	E77/1101
SOUTHERN CROSS	M77/0736
SOUTHERN CROSS	M77/0762
SOUTHERN CROSS	M77/0820
SOUTHERN CROSS	M77/1022
SOUTHERN CROSS	M77/1027
SOUTHERN CROSS	M77/1028
SOUTHERN CROSS	P77/2762
SOUTHERN CROSS	P77/2977
SOUTHERN CROSS	P77/3234
SOUTHERN CROSS	P77/3252
SOUTHERN CROSS	P77/3253
SOUTHERN CROSS	P77/3358
SOUTHERN CROSS	E77/0435
SOUTHERN CROSS	M77/0679
SOUTHERN CROSS	M77/0795
SOUTHERN CROSS	L77/0033
SOUTHERN CROSS	E77/0714
SOUTHERN CROSS	G77/0042
SOUTHERN CROSS	L77/0088
SOUTHERN CROSS	M77/0175
SOUTHERN CROSS	M77/0402
SOUTHERN CROSS	M77/0497
SOUTHERN CROSS	M77/0552
SOUTHERN CROSS	M77/1016
SOUTHERN CROSS	M77/1031
SOUTHERN CROSS	M77/1032
SOUTHERN CROSS	E77/0568
SOUTHERN CROSS	L77/0081
SOUTHERN CROSS	M77/0633
SOUTHERN CROSS	M77/0715
SOUTHERN CROSS	M77/0831
SOUTHERN CROSS	M77/0832
SOUTHERN CROSS	M77/0922
SOUTHERN CROSS	M77/0923
SOUTHERN CROSS	P77/2657
SOUTHERN CROSS	P77/3016
SOUTHERN CROSS	P77/3017
SOUTHERN CROSS	P77/3065
SOUTHERN CROSS	P77/3093
SOUTHERN CROSS	M77/0790
SOUTHERN CROSS	M77/0791
SOUTHERN CROSS	M77/0792
SOUTHERN CROSS	M77/0793
SOUTHERN CROSS	M77/0794
SOUTHERN CROSS	M77/1056

19

Region	Tenement
SOUTHERN CROSS	M77/0613
SOUTHERN CROSS	M77/0721
SOUTHERN CROSS	M77/0722
SOUTHERN CROSS	M77/0975
SOUTHERN CROSS	M77/0976
SOUTHERN CROSS	P77/3048
SOUTHERN CROSS	M77/0538
SOUTHERN CROSS	M77/0834
SOUTHERN CROSS	M77/0945
SOUTHERN CROSS	E77/0462
SOUTHERN CROSS	M77/0255
SOUTHERN CROSS	M77/0442
SOUTHERN CROSS	M77/0481
SOUTHERN CROSS	M77/0535
SOUTHERN CROSS	M77/0782
SOUTHERN CROSS	M77/0815
SOUTHERN CROSS	M77/1049
SOUTHERN CROSS	P77/2953
SOUTHERN CROSS	P77/2954
SOUTHERN CROSS	L77/0167
SOUTHERN CROSS	L77/0168
SOUTHERN CROSS	L77/0173
SOUTHERN CROSS	M77/0702
SOUTHERN CROSS	M77/0052
SOUTHERN CROSS	M77/0893
SOUTHERN CROSS	L77/0105
SOUTHERN CROSS	L77/0106
SOUTHERN CROSS	L77/0125
SOUTHERN CROSS	L77/0126
SOUTHERN CROSS	L77/0127
SOUTHERN CROSS	L77/0128
SOUTHERN CROSS	M77/0525
SOUTHERN CROSS	M77/0771
SOUTHERN CROSS	M77/1051
SOUTHERN CROSS	M77/0904
SOUTHERN CROSS	M77/0905
SOUTHERN CROSS	M77/0778
SOUTHERN CROSS	P77/2863
SOUTHERN CROSS	L77/0113
SOUTHERN CROSS	L77/0114
SOUTHERN CROSS	M77/0086
SOUTHERN CROSS	M77/0133
SOUTHERN CROSS	M77/0159
SOUTHERN CROSS	M77/0186
SOUTHERN CROSS	M77/0380
SOUTHERN CROSS	M77/0424
SOUTHERN CROSS	M77/0956
SOUTHERN CROSS	M77/0072
SOUTHERN CROSS	E77/0509
SOUTHERN CROSS	M77/0913
SOUTHERN CROSS	M77/0914
SOUTHERN CROSS	M77/0567
SOUTHERN CROSS	M77/0137
SOUTHERN CROSS	M77/0432
SOUTHERN CROSS	M77/0498
SOUTHERN CROSS	M77/0602
SOUTHERN CROSS	M77/0818
SOUTHERN CROSS	M77/0819
SOUTHERN CROSS	P77/2970
SOUTHERN CROSS	P77/2971
SOUTHERN CROSS	G77/0074
SOUTHERN CROSS	G77/0075
SOUTHERN CROSS	L77/0091
SOUTHERN CROSS	L77/0116
SOUTHERN CROSS	L77/0145
SOUTHERN CROSS	M77/0431

20

Region	Tenement
SOUTHERN CROSS	M77/0597

21

SUPPLEMENTAL

DEED – ROYALTY

DEED

St Barbara Mines Limited

and

Resource Capital Fund III L.P.

1/103 Colin Street West perth 6005
Tel: 08 9327 0800 Fax: 08 9327 0888
Ref: mgh/1959

SUPPLEMENTAL DEED

made on 20 May 2005 between:

1.St Barbara Mines Limited ABN 36 009 165 066

of Level 2

16 Ord Street

West Perth WA 6005

(Producer)

2.Resource Capital Fund III L.P.

of Suite 200
1400 Sixteenth Street Denver, Colorado United States of America (RCF III)	ABN 66 012 878 629 WESTERN AUSTRALIA STAMP DUTY DEE 24/05/05 10:44 002397759-001 FEE $ **************0 SD  $ *****20.00 PEN $*******.00

Introduction

AThe parties wish to supplement and amend the Royalty Deed on the terms set out in this deed.

1Definitions and interpretation

1.1Definitions

In this deed, unless the contrary intention appears:

(a)Royalty Deedmeans the royalty deed dated 29 March 2005 between the Producer and RCF III;

(b)Borrower Chargemeans the deed of charge dated 29 March 2005 by the Producer in favour of RCFIII; and

(c)words and expressions appearing in this deed which are defined in the Royalty Deed have the same meaning in this deed as in the Royalty Deed.

1.2Interpretation

In this deed, the principles of construction in clause 1.2 of the Royalty Deed are repeated and apply to this deed as if set out in full.

1.3Supplemental Deed

This deed is supplemental to the Royalty Deed.

2Amendment to Royalty Deed

The Parties covenant and agree that the Royalty Deed is amended as follows:

(a)by insertion of a new clause 3.4 as follows:

2

“3.4Bounty Nickel JV and Outokumpu JV Tenements

In relation to the tenements listed in Part C of the schedule, RCFIII acknowledges that the Royalty is only payable to the extent of the Producer’s interest in those tenements”; and

(b)by insertion of the following tenements in the list of tenements contained in Part A of the schedule to the Royalty Deed at the end of that list:

Tenement Name	Tenement Number	Interest Subject to Royalty
Mining Lease	51/572	100/100ths
Mining Lease	51/27	96/96ths
Mining Lease	51/566	100/100ths
Mining Lease	51/656	100/100ths
Mining Lease	51/657	100/100ths
Mining Lease	51/658	100/100ths
Mining Lease	51/320	100/100ths
Mining Lease	51/819	100/100ths
Mining Lease	51/321	100/100ths
Mining Lease	51/675	100/100ths
Mining Lease	51/746	100/100ths
Mining Lease	51/374	100/100ths
Mining Lease	51/484	100/100ths
Mining Lease	51/483	100/100ths
Mining Lease	51/72	96/96ths
Exploration Licence	51/259	100/100ths
Mining Lease	20/420	100/100ths
Mining Lease	20/421	100/100ths

(c)by deletion of the tenements listed in Part B of the schedule to the Royalty Deed (“SGW Tenements”) and replacing that list with the list contained in schedule 1 to this deed; and

(d)by insertion of the list of tenement contained in schedule 2 of this deed as a new Part C to the schedule to the Royalty Deed.

3General

3.1Ratification

The Producer and RCF III ratify and confirm the Royalty Deed (as amended and supplemented by this deed) and each of the other Transaction Documents.

3.2Acknowledgments and Covenants

(a)The Producer acknowledges and agrees with RCF III that:

(1)RCF III has entered into this deed at its request and for its benefit;

3

(2)this deed will not abrogate, prejudice, discharge, limit or affect in any way the Producer’s duties, obligations and liabilities under the Royalty Deed (as amended and supplemented by this deed) or any of the other Transaction Documents; and

(3)this deed is a Transaction Document.

(b)The Producer reaffirms and repeats all the representations and warranties set out in clause 8.9 of the Royalty Deed (as amended and supplemented by this deed) and the representations and warranties in each other Transaction Document.

(c)The Producer acknowledges and agrees with RCF III that the obligations of the Producer under the Transaction Documents are and continue to be secured by the Borrower Charge and the Mining Mortgage (as defined in the Borrower Charge) and without limitation, all moneys owing by the Producer under the Royalty Deed (as amended and supplemented by this deed) and each of the other Transaction Documents comprise part of the Secured Money (as defined in the Borrower Charge).

3.3Governing Law

This deed is governed by and construed in accordance with the laws of the Western Australia and the applicable laws of the Commonwealth of Australia in force from time to time.

3.4Counterparts

This deed may be executed in any number of counterparts and different parties hereto on separate counterparts, each complete set of which, when so executed by all parties, shall be original but all such counterparts shall together constitute but one and the same instrument.

3.5Attorneys

Each of the attorneys executing this deed respectively acknowledges that he has at the time of executing this deed no notice of the revocation of the power of attorney under the authority of which he executes this deed.

3.6Costs and Stamp Duty

The Producer must pay all:

(a)costs and disbursements incurred in connection with the negotiation, preparation, execution and completion of this deed and all counterparts of this deed; and

(b)all stamp duty payable on or in respect of this deed.

4

SCHEDULE 1

“PART B

SGW Tenements

Project	Tenement
SOUTHERN CROSS	M77/0352
SOUTHERN CROSS	M77/0811
SOUTHERN CROSS	M77/0969
SOUTHERN CROSS	E77/0805
SOUTHERN CROSS	L77/0117
SOUTHERN CROSS	M77/0066
SOUTHERN CROSS	M77/0109
SOUTHERN CROSS	M77/0593
SOUTHERN CROSS	M77/1002
SOUTHERN CROSS	G77/0001
SOUTHERN CROSS	G77/0002
SOUTHERN CROSS	G77/0003
SOUTHERN CROSS	L77/0007
SOUTHERN CROSS	L77/0019
SOUTHERN CROSS	L77/0020
SOUTHERN CROSS	L77/0021
SOUTHERN CROSS	L77/0023
SOUTHERN CROSS	L77/0027
SOUTHERN CROSS	L77/0031
SOUTHERN CROSS	L77/0041
SOUTHERN CROSS	L77/0042
SOUTHERN CROSS	L77/0049
SOUTHERN CROSS	L77/0051
SOUTHERN CROSS	L77/0064
SOUTHERN CROSS	L77/0065
SOUTHERN CROSS	L77/0066
SOUTHERN CROSS	L77/0069
SOUTHERN CROSS	L77/0087
SOUTHERN CROSS	L77/0089
SOUTHERN CROSS	L77/0115
SOUTHERN CROSS	L77/0137
SOUTHERN CROSS	L77/0140
SOUTHERN CROSS	M77/0007
SOUTHERN CROSS	M77/0008
SOUTHERN CROSS	M77/0010
SOUTHERN CROSS	M77/0026
SOUTHERN CROSS	M77/0113
SOUTHERN CROSS	M77/0114
SOUTHERN CROSS	M77/0638
SOUTHERN CROSS	M77/1036
SOUTHERN CROSS	M77/0137
SOUTHERN CROSS	M77/0432
SOUTHERN CROSS	M77/0498
SOUTHERN CROSS	M77/0602
SOUTHERN CROSS	M77/0818
SOUTHERN CROSS	M77/0819
SOUTHERN CROSS	P77/2970
SOUTHERN CROSS	P77/2971
SOUTHERN CROSS	G77/0074
SOUTHERN CROSS	G77/0075
SOUTHERN CROSS	L77/0091
SOUTHERN CROSS	L77/0116
SOUTHERN CROSS	L77/0145
SOUTHERN CROSS	M77/0431
SOUTHERN CROSS	M77/0597
SOUTHERN CROSS	M77/0977
SOUTHERN CROSS	M77/1055
SOUTHERN CROSS	M77/0198
SOUTHERN CROSS	E77/0516
SOUTHERN CROSS	E77/0965
SOUTHERN CROSS	E77/0988
SOUTHERN CROSS	E77/0990
SOUTHERN CROSS	E77/0991
SOUTHERN CROSS	E77/1069
SOUTHERN CROSS	P77/3300
SOUTHERN CROSS	P77/3350
SOUTHERN CROSS	P77/3351
SOUTHERN CROSS	M77/0639
SOUTHERN CROSS	M77/0640
SOUTHERN CROSS	M77/0660
SOUTHERN CROSS	M77/0697
SOUTHERN CROSS	M77/1054
SOUTHERN CROSS	E74/0121
SOUTHERN CROSS	E77/0085
SOUTHERN CROSS	E77/0272
SOUTHERN CROSS	E77/0372
SOUTHERN CROSS	E77/0413
SOUTHERN CROSS	E77/0479
SOUTHERN CROSS	E77/0546
SOUTHERN CROSS	E77/0635
SOUTHERN CROSS	E77/0636
SOUTHERN CROSS	E77/0806
SOUTHERN CROSS	M74/0098
SOUTHERN CROSS	M74/0100

5

Project	Tenement
SOUTHERN CROSS	M74/0101
SOUTHERN CROSS	M74/0109
SOUTHERN CROSS	M77/0326
SOUTHERN CROSS	M77/0467
SOUTHERN CROSS	M77/0468
SOUTHERN CROSS	M77/0493
SOUTHERN CROSS	M77/0544
SOUTHERN CROSS	M77/0696
SOUTHERN CROSS	M77/0698
SOUTHERN CROSS	M77/0699
SOUTHERN CROSS	M77/0700
SOUTHERN CROSS	M77/0701
SOUTHERN CROSS	M77/0703
SOUTHERN CROSS	M77/0704
SOUTHERN CROSS	M77/0705
SOUTHERN CROSS	M77/0719
SOUTHERN CROSS	M77/0720
SOUTHERN CROSS	M77/0874
SOUTHERN CROSS	M77/0885
SOUTHERN CROSS	M77/0895
SOUTHERN CROSS	M77/0925
SOUTHERN CROSS	M77/0986
SOUTHERN CROSS	M77/1019
SOUTHERN CROSS	M77/1020
SOUTHERN CROSS	M77/1021
SOUTHERN CROSS	M77/1041
SOUTHERN CROSS	M77/1061
SOUTHERN CROSS	M77/1076
SOUTHERN CROSS	M77/1086
SOUTHERN CROSS	P77/2610
SOUTHERN CROSS	P77/2640
SOUTHERN CROSS	P77/2653
SOUTHERN CROSS	P77/2654
SOUTHERN CROSS	P77/2667
SOUTHERN CROSS	P77/2678
SOUTHERN CROSS	P77/3007
SOUTHERN CROSS	P77/3008
SOUTHERN CROSS	E77/1200
SOUTHERN CROSS	G77/0015
SOUTHERN CROSS	G77/0025
SOUTHERN CROSS	G77/0032
SOUTHERN CROSS	G77/0033
SOUTHERN CROSS	G77/0034
SOUTHERN CROSS	G77/0036
SOUTHERN CROSS	G77/0079
SOUTHERN CROSS	G77/0080
SOUTHERN CROSS	G77/0081
SOUTHERN CROSS	L77/0047
SOUTHERN CROSS	L77/0052
SOUTHERN CROSS	L77/0053
SOUTHERN CROSS	L77/0054
SOUTHERN CROSS	L77/0055
SOUTHERN CROSS	L77/0056
SOUTHERN CROSS	L77/0057
SOUTHERN CROSS	L77/0071
SOUTHERN CROSS	L77/0072
SOUTHERN CROSS	L77/0129
SOUTHERN CROSS	L77/0132
SOUTHERN CROSS	L77/0154
SOUTHERN CROSS	L77/0155
SOUTHERN CROSS	L77/0156
SOUTHERN CROSS	L77/0157
SOUTHERN CROSS	L77/0158
SOUTHERN CROSS	L77/0159
SOUTHERN CROSS	L77/0160
SOUTHERN CROSS	M77/0046
SOUTHERN CROSS	M77/0105
SOUTHERN CROSS	M77/0299
SOUTHERN CROSS	M77/0301
SOUTHERN CROSS	M77/0355
SOUTHERN CROSS	M77/0356
SOUTHERN CROSS	M77/0572
SOUTHERN CROSS	M77/1026
SOUTHERN CROSS	M77/0138
SOUTHERN CROSS	M77/0655
SOUTHERN CROSS	M77/0671
SOUTHERN CROSS	M77/0745
SOUTHERN CROSS	M77/0746
SOUTHERN CROSS	M77/0747
SOUTHERN CROSS	M77/0765
SOUTHERN CROSS	M77/0766
SOUTHERN CROSS	M77/1052
SOUTHERN CROSS	E77/0773
SOUTHERN CROSS	M77/0089
SOUTHERN CROSS	M77/0565
SOUTHERN CROSS	M77/0763
SOUTHERN CROSS	M77/1018
SOUTHERN CROSS	M77/0657
SOUTHERN CROSS	M77/0561
SOUTHERN CROSS	M77/0562
SOUTHERN CROSS	E77/0697
SOUTHERN CROSS	M77/1078
SOUTHERN CROSS	M77/0480
SOUTHERN CROSS	L77/0044
SOUTHERN CROSS	M77/0534
SOUTHERN CROSS	M77/0551
SOUTHERN CROSS	E77/0351
SOUTHERN CROSS	M77/0807
SOUTHERN CROSS	M77/0239
SOUTHERN CROSS	E77/1013
SOUTHERN CROSS	M77/0160
SOUTHERN CROSS	M77/0265
SOUTHERN CROSS	M77/0266
SOUTHERN CROSS	M77/0376
SOUTHERN CROSS	E77/0485
SOUTHERN CROSS	E77/0733
SOUTHERN CROSS	M77/1058
SOUTHERN CROSS	M77/1059

6

Project	Tenement
SOUTHERN CROSS	M77/1060
SOUTHERN CROSS	M77/1062
SOUTHERN CROSS	M77/1082
SOUTHERN CROSS	E74/0167
SOUTHERN CROSS	E77/0072
SOUTHERN CROSS	E77/0476
SOUTHERN CROSS	E77/0477
SOUTHERN CROSS	E77/0478
SOUTHERN CROSS	E77/0494
SOUTHERN CROSS	G77/0037
SOUTHERN CROSS	G77/0038
SOUTHERN CROSS	G77/0045
SOUTHERN CROSS	G77/0047
SOUTHERN CROSS	G77/0048
SOUTHERN CROSS	G77/0049
SOUTHERN CROSS	G77/0050
SOUTHERN CROSS	G77/0068
SOUTHERN CROSS	G77/0070
SOUTHERN CROSS	G77/0071
SOUTHERN CROSS	G77/0072
SOUTHERN CROSS	G77/0073
SOUTHERN CROSS	L74/0011
SOUTHERN CROSS	L74/0012
SOUTHERN CROSS	L74/0025
SOUTHERN CROSS	L77/0059
SOUTHERN CROSS	L77/0085
SOUTHERN CROSS	L77/0096
SOUTHERN CROSS	L77/0104
SOUTHERN CROSS	L77/0107
SOUTHERN CROSS	L77/0141
SOUTHERN CROSS	177/0170
SOUTHERN CROSS	L77/0174
SOUTHERN CROSS	L77/0175
SOUTHERN CROSS	L77/0176
SOUTHERN CROSS	L77/0182
SOUTHERN CROSS	M74/0111
SOUTHERN CROSS	M74/0112
SOUTHERN CROSS	M74/0113
SOUTHERN CROSS	M74/0166
SOUTHERN CROSS	M77/0324
SOUTHERN CROSS	M77/0545
SOUTHERN CROSS	M77/0669
SOUTHERN CROSS	M77/0680
SOUTHERN CROSS	M77/0691
SOUTHERN CROSS	M77/0692
SOUTHERN CROSS	M77/0693
SOUTHERN CROSS	M77/0694
SOUTHERN CROSS	M77/0761
SOUTHERN CROSS	M77/0812
SOUTHERN CROSS	M77/0878
SOUTHERN CROSS	M77/0879
SOUTHERN CROSS	M77/0880
SOUTHERN CROSS	M77/0881
SOUTHERN CROSS	M77/0882
SOUTHERN CROSS	M77/0883
SOUTHERN CROSS	M77/0884
SOUTHERN CROSS	M77/0890
SOUTHERN CROSS	M77/0891
SOUTHERN CROSS	M77/0892
SOUTHERN CROSS	M77/0896
SOUTHERN CROSS	M77/0949
SOUTHERN CROSS	M77/0950
SOUTHERN CROSS	M77/0951
SOUTHERN CROSS	M77/0952
SOUTHERN CROSS	M77/0966
SOUTHERN CROSS	M77/1069
SOUTHERN CROSS	P77/2615
SOUTHERN CROSS	P77/2616
SOUTHERN CROSS	P77/2803
SOUTHERN CROSS	P77/2804
SOUTHERN CROSS	M77/0770
SOUTHERN CROSS	M77/0408
SOUTHERN CROSS	M77/0564
SOUTHERN CROSS	M77/0797
SOUTHERN CROSS	M77/0798
SOUTHERN CROSS	M77/0801
SOUTHERN CROSS	M77/0868
SOUTHERN CROSS	P77/2917
SOUTHERN CROSS	P77/2918
SOUTHERN CROSS	P77/2919
SOUTHERN CROSS	M77/0090
SOUTHERN CROSS	M77/0777
SOUTHERN CROSS	M77/0805
SOUTHERN CROSS	M77/0835
SOUTHERN CROSS	M77/0836
SOUTHERN CROSS	M77/0112
SOUTHERN CROSS	M77/0598
SOUTHERN CROSS	E77/0543
SOUTHERN CROSS	M77/1073
SOUTHERN CROSS	M77/1074
SOUTHERN CROSS	M77/1075
SOUTHERN CROSS	M77/0217
SOUTHERN CROSS	M77/0221
SOUTHERN CROSS	M77/0225
SOUTHERN CROSS	M77/0250
SOUTHERN CROSS	M77/0251
SOUTHERN CROSS	M77/0733
SOUTHERN CROSS	M77/0734
SOUTHERN CROSS	M77/1009
SOUTHERN CROSS	M77/1063
SOUTHERN CROSS	P77/3211
SOUTHERN CROSS	M77/0423
SOUTHERN CROSS	M77/0817
SOUTHERN CROSS	P77/3000
SOUTHERN CROSS	M77/0555
SOUTHERN CROSS	M77/0668
SOUTHERN CROSS	M77/0554
SOUTHERN CROSS	M77/0796

7

Project	Tenement
SOUTHERN CROSS	M77/0803
SOUTHERN CROSS	M77/1083
SOUTHERN CROSS	M77/1084
SOUTHERN CROSS	M77/0821
SOUTHERN CROSS	P77/2968
SOUTHERN CROSS	P77/2969
SOUTHERN CROSS	M77/0768
SOUTHERN CROSS	M77/0717
SOUTHERN CROSS	P77/2664
SOUTHERN CROSS	M77/0764
SOUTHERN CROSS	M77/0957
SOUTHERN CROSS	M77/0958
SOUTHERN CROSS	M77/0964
SOUTHERN CROSS	M77/0965
SOUTHERN CROSS	M77/0477
SOUTHERN CROSS	M77/0478
SOUTHERN CROSS	M77/0522
SOUTHERN CROSS	M77/0523
SOUTHERN CROSS	E74/0285
SOUTHERN CROSS	E77/0998
SOUTHERN CROSS	E77/0999
SOUTHERN CROSS	E77/1002
SOUTHERN CROSS	E77/1003
SOUTHERN CROSS	E77/1008
SOUTHERN CROSS	E77/1009
SOUTHERN CROSS	E77/1014
SOUTHERN CROSS	E77/1050
SOUTHERN CROSS	E77/1060
SOUTHERN CROSS	E77/1061
SOUTHERN CROSS	E77/1086
SOUTHERN CROSS	E77/1136
SOUTHERN CROSS	E77/1137
SOUTHERN CROSS	E77/1138
SOUTHERN CROSS	E77/1139
SOUTHERN CROSS	P77/3357
SOUTHERN CROSS	G77/0005
SOUTHERN CROSS	G77/0006
SOUTHERN CROSS	G77/0007
SOUTHERN CROSS	G77/0008
SOUTHERN CROSS	G77/0009
SOUTHERN CROSS	G77/0010
SOUTHERN CROSS	G77/0011
SOUTHERN CROSS	G77/0012
SOUTHERN CROSS	G77/0013
SOUTHERN CROSS	L77/0006
SOUTHERN CROSS	L77/0045
SOUTHERN CROSS	L77/0112
SOUTHERN CROSS	L77/0162
SOUTHERN CROSS	M77/0031
SOUTHERN CROSS	M77/0510
SOUTHERN CROSS	M77/0775
SOUTHERN CROSS	M77/0788
SOUTHERN CROSS	M77/0193
SOUTHERN CROSS	M77/0197
SOUTHERN CROSS	M77/0224
SOUTHERN CROSS	M77/0347
SOUTHERN CROSS	M77/0631
SOUTHERN CROSS	M77/1017
SOUTHERN CROSS	E77/0486
SOUTHERN CROSS	M77/0906
SOUTHERN CROSS	M77/0907
SOUTHERN CROSS	M77/0953
SOUTHERN CROSS	M77/0954
SOUTHERN CROSS	E77/0555
SOUTHERN CROSS	M74/0064
SOUTHERN CROSS	M77/0098
SOUTHERN CROSS	M77/0215
SOUTHERN CROSS	M77/0216
SOUTHERN CROSS	M77/0219
SOUTHERN CROSS	M77/0329
SOUTHERN CROSS	M77/0335
SOUTHERN CROSS	M77/0336
SOUTHERN CROSS	M77/0389
SOUTHERN CROSS	M77/0399
SOUTHERN CROSS	M77/0458
SOUTHERN CROSS	M77/0542
SOUTHERN CROSS	M77/0543
SOUTHERN CROSS	M77/0582
SOUTHERN CROSS	M77/0583
SOUTHERN CROSS	M77/0584
SOUTHERN CROSS	M77/0585
SOUTHERN CROSS	M77/0586
SOUTHERN CROSS	M77/0587
SOUTHERN CROSS	M77/0588
SOUTHERN CROSS	M77/0589
SOUTHERN CROSS	M77/0911
SOUTHERN CROSS	M77/0912
SOUTHERN CROSS	M77/0741
SOUTHERN CROSS	M77/0742
SOUTHERN CROSS	M77/0786
SOUTHERN CROSS	M77/0787
SOUTHERN CROSS	M77/0984
SOUTHERN CROSS	P77/2737
SOUTHERN CROSS	P77/2738
SOUTHERN CROSS	P77/2739
SOUTHERN CROSS	P77/2740
SOUTHERN CROSS	P77/2741
SOUTHERN CROSS	P77/2751
SOUTHERN CROSS	P77/2752
SOUTHERN CROSS	P77/2753
SOUTHERN CROSS	P77/2875
SOUTHERN CROSS	P77/2876
SOUTHERN CROSS	P77/2877
SOUTHERN CROSS	P77/2908
SOUTHERN CROSS	P77/2909
SOUTHERN CROSS	E77/1090
SOUTHERN CROSS	E77/1101
SOUTHERN CROSS	M77/0736

8

Project	Tenement
SOUTHERN CROSS	M77/0762
SOUTHERN CROSS	M77/0820
SOUTHERN CROSS	M77/1022
SOUTHERN CROSS	M77/1027
SOUTHERN CROSS	M77/1028
SOUTHERN CROSS	P77/2762
SOUTHERN CROSS	P77/2977
SOUTHERN CROSS	P77/3234
SOUTHERN CROSS	P77/3252
SOUTHERN CROSS	P77/3253
SOUTHERN CROSS	P77/3358
SOUTHERN CROSS	E77/0435
SOUTHERN CROSS	M77/0679
SOUTHERN CROSS	M77/0795
SOUTHERN CROSS	L77/0033
SOUTHERN CROSS	E77/0714
SOUTHERN CROSS	G77/0042
SOUTHERN CROSS	L77/0088
SOUTHERN CROSS	M77/0175
SOUTHERN CROSS	M77/0402
SOUTHERN CROSS	M77/0497
SOUTHERN CROSS	M77/0552
SOUTHERN CROSS	M77/1016
SOUTHERN CROSS	M77/1031
SOUTHERN CROSS	M77/1032
SOUTHERN CROSS	E77/0568
SOUTHERN CROSS	L77/0081
SOUTHERN CROSS	M77/0633
SOUTHERN CROSS	M77/0715
SOUTHERN CROSS	M77/0831
SOUTHERN CROSS	M77/0832
SOUTHERN CROSS	M77/0922
SOUTHERN CROSS	M77/0923
SOUTHERN CROSS	P77/2657
SOUTHERN CROSS	P77/3016
SOUTHERN CROSS	P77/3017
SOUTHERN CROSS	P77/3065
SOUTHERN CROSS	P77/3093
SOUTHERN CROSS	M77/0790
SOUTHERN CROSS	M77/0791
SOUTHERN CROSS	M77/0792
SOUTHERN CROSS	M77/0793
SOUTHERN CROSS	M77/0794
SOUTHERN CROSS	M77/1056
SOUTHERN CROSS	M77/0613
SOUTHERN CROSS	M77/0721
SOUTHERN CROSS	M77/0722
SOUTHERN CROSS	M77/0975
SOUTHERN CROSS	M77/0976
SOUTHERN CROSS	P77/3048
SOUTHERN CROSS	M77/0538
SOUTHERN CROSS	M77/0834
SOUTHERN CROSS	M77/0945
SOUTHERN CROSS	E77/0462
SOUTHERN CROSS	M77/0255
SOUTHERN CROSS	M77/0442
SOUTHERN CROSS	M77/0481
SOUTHERN CROSS	M77/0535
SOUTHERN CROSS	M77/0782
SOUTHERN CROSS	M77/0815
SOUTHERN CROSS	M77/1049
SOUTHERN CROSS	P77/2953
SOUTHERN CROSS	P77/2954
SOUTHERN CROSS	L77/0167
SOUTHERN CROSS	L77/0168
SOUTHERN CROSS	L77/0173
SOUTHERN CROSS	M77/0702
SOUTHERN CROSS	M77/0052
SOUTHERN CROSS	M77/0893
SOUTHERN CROSS	L77/0105
SOUTHERN CROSS	L77/0106
SOUTHERN CROSS	L77/0125
SOUTHERN CROSS	L77/0126
SOUTHERN CROSS	L77/0127
SOUTHERN CROSS	L77/0128
SOUTHERN CROSS	M77/0525
SOUTHERN CROSS	M77/0771
SOUTHERN CROSS	M77/1051
SOUTHERN CROSS	M77/0904
SOUTHERN CROSS	M77/0905
SOUTHERN CROSS	M77/0778
SOUTHERN CROSS	P77/2863
SOUTHERN CROSS	L77/0113
SOUTHERN CROSS	L77/0114
SOUTHERN CROSS	M77/0086
SOUTHERN CROSS	M77/0133
SOUTHERN CROSS	M77/0159
SOUTHERN CROSS	M77/0186
SOUTHERN CROSS	M77/0380
SOUTHERN CROSS	M77/0424
SOUTHERN CROSS	M77/0956
SOUTHERN CROSS	M77/0072
SOUTHERN CROSS	E77/0509
SOUTHERN CROSS	M77/0913
SOUTHERN CROSS	M77/0914
SOUTHERN CROSS	M77/0567
LAVERTON	E28/0605
LAVERTON	E28/0606
LAVERTON	E28/0841
LAVERTON	E28/0858
LAVERTON	E28/0857
LAVERTON	E28/1062
LAVERTON	E28/1063
LAVERTON	E28/1064
LAVERTON	E28/1065
LAVERTON	E28/1070
LAVERTON	E28/1071
LAVERTON	E31/0345

9

Project	Tenement
LAVERTON	E31/0351
LAVERTON	E31/0365
LAVERTON	L27/0069
LAVERTON	L27/0070
LAVERTON	L27/0071
LAVERTON	L28/0023
LAVERTON	L28/0024
LAVERTON	L28/0025
LAVERTON	L28/0026
LAVERTON	L28/0027
LAVERTON	L28/0028
LAVERTON	L28/0029
LAVERTON	L28/0030
LAVERTON	L28/0031
LAVERTON	L28/0032
LAVERTON	L31/0037
LAVERTON	L31/0038
LAVERTON	L31/0040
LAVERTON	M28/0145
LAVERTON	M28/0146
LAVERTON	M28/0166
LAVERTON	M28/0167
LAVERTON	M28/0168
LAVERTON	M28/0173
LAVERTON	M28/0174
LAVERTON	M28/0266
LAVERTON	M28/0267
LAVERTON	M28/0269
LAVERTON	M31/0219
LAVERTON	M31/0220
LAVERTON	M31/0276
LAVERTON	M31/0295
LAVERTON	M31/0311
LAVERTON	P28/0930
LAVERTON	P28/0931
LAVERTON	P28/0932
LAVERTON	P28/0933
LAVERTON	P28/0934
LAVERTON	P28/0935
LAVERTON	P28/0936
LAVERTON	P28/0937
LAVERTON	P28/0938
LAVERTON	P28/0939
LAVERTON	P31/1482
LAVERTON	P31/1541
LAVERTON	P31/1542
LAVERTON	P31/1545
LAVERTON	M38/0635
LAVERTON	M38/0636
LAVERTON	M38/0815
LAVERTON	M39/0597
LAVERTON	M39/0598
LAVERTON	E39/0344
LAVERTON	E39/0702
LAVERTON	L38/0072
LAVERTON	L39/0098
LAVERTON	L39/0099
LAVERTON	L39/0105
LAVERTON	L39/0107
LAVERTON	L39/0108
LAVERTON	L39/0110
LAVERTON	L39/0112
LAVERTON	L39/0114
LAVERTON	L39/0118
LAVERTON	M39/0411
LAVERTON	M39/0412
LAVERTON	M39/0413
LAVERTON	M39/0606
LAVERTON	M39/0607
LAVERTON	M39/0608
LAVERTON	M39/0609
LAVERTON	M39/0610
LAVERTON	M39/0611
LAVERTON	M39/0901
LAVERTON	E39/0315
LAVERTON	E39/0350
LAVERTON	E39/0371
LAVERTON	E39/0657
LAVERTON	E39/0740
LAVERTON	E39/0919
LAVERTON	L31/0041
LAVERTON	L39/0127
LAVERTON	L39/0128
LAVERTON	L39/0130
LAVERTON	L39/0131
LAVERTON	L39/0132
LAVERTON	L39/0133
LAVERTON	L39/0134
LAVERTON	L39/0135
LAVERTON	M39/0307
LAVERTON	M39/0308
LAVERTON	M39/0309
LAVERTON	M39/0355
LAVERTON	M39/0356
LAVERTON	M39/0472
LAVERTON	M39/0587
LAVERTON	M39/0588
LAVERTON	M39/0589
LAVERTON	M39/0590
LAVERTON	M39/0591
LAVERTON	M39/0638
LAVERTON	M39/0639
LAVERTON	M39/0640
LAVERTON	M39/0739
LAVERTON	M39/0740
LAVERTON	M39/0741
LAVERTON	M39/0841
LAVERTON	M39/0842

10

Project	Tenement
LAVERTON	M39/0843
LAVERTON	E31/0101
LAVERTON	E31/0107
LAVERTON	E31/0150
LAVERTON	E31/0152
LAVERTON	E31/0153
LAVERTON	E31/0620
LAVERTON	M31/0156
LAVERTON	M31/0208
LAVERTON	M31/0209
LAVERTON	M31/0210
LAVERTON	M31/0212
LAVERTON	M31/0213
LAVERTON	M31/0273
LAVERTON	M31/0274
LAVERTON	M31/0275
LAVERTON	M31/0285
LAVERTON	M31/0286
LAVERTON	M31/0287
LAVERTON	M31/0288
LAVERTON	M31/0290
LAVERTON	M31/0291
LAVERTON	M31/0292
LAVERTON	M31/0293
LAVERTON	P31/1677
LAVERTON	E31/0552
LAVERTON	E31/0585
LAVERTON	M39/0165
LAVERTON	M39/0166
LAVERTON	M39/0230
LAVERTON	E39/0325
LAVERTON	E39/0423
LAVERTON	E39/0475
LAVERTON	E39/0827
LAVERTON	E39/0833
LAVERTON	M39/0447
LAVERTON	M39/0448
LAVERTON	M39/0449
LAVERTON	M39/0542
LAVERTON	M39/0711
LAVERTON	M39/0712
LAVERTON	M39/0713
LAVERTON	M39/0773
LAVERTON	M39/0822
LAVERTON	M39/0834
LAVERTON	M39/0835
LAVERTON	M39/0836
LAVERTON	M39/0118
LAVERTON	M39/0119
LAVERTON	M39/0120
LAVERTON	M39/0232
LAVERTON	E28/0828
LAVERTON	E28/0829
LAVERTON	E31/0115
LAVERTON	E31/0268
LAVERTON	E31/0567
LAVERTON	E31/0568
LAVERTON	E31/0569
LAVERTON	M31/0207
LAVERTON	M31/0225
LAVERTON	M31/0239
LAVERTON	M31/0240
LAVERTON	M31/0241
LAVERTON	M31/0242
LAVERTON	M31/0253
LAVERTON	M31/0254
LAVERTON	M31/0255
LAVERTON	M31/0256
LAVERTON	M31/0257
LAVERTON	M31/0258
LAVERTON	P31/1444
LAVERTON	P31/1450
LAVERTON	E31/0388
LAVERTON	E31/0390
LAVERTON	E31/0391
LAVERTON	E31/0393
LAVERTON	E31/0395
LAVERTON	E31/0662
LAVERTON	P31/1099
LAVERTON	P31/1700
LAVERTON	E28/0604
LAVERTON	E28/0826
LAVERTON	E28/1232
LAVERTON	E39/0573
LAVERTON	E39/0935
LAVERTON	E28/1352
LAVERTON	E39/0328
LAVERTON	M39/0599
LAVERTON	M39/0600
LAVERTON	M39/0721
LAVERTON	M39/0722
LAVERTON	E31/0113
LAVERTON	E31/0621
LAVERTON	M31/0030
LAVERTON	M31/0157
LAVERTON	M31/0177
LAVERTON	M31/0185
LAVERTON	M31/0186
LAVERTON	M31/0191
LAVERTON	M31/0245
LAVERTON	M31/0246
LAVERTON	M31/0251
LAVERTON	M31/0259
LAVERTON	M31/0380
LAVERTON	M31/0381
LAVERTON	P31/1417
LAVERTON	P31/1424
LAVERTON	P31/1425

11

Project	Tenement
LAVERTON	P31/1431
LAVERTON	P31/1432
LAVERTON	P31/1475
LAVERTON	E39/0845
LAVERTON	M39/0454
LAVERTON	M39/0455
LAVERTON	M39/0652
LAVERTON	E39/0173
LAVERTON	M39/0470
LAVERTON	M39/0471
LAVERTON	E28/0553
LAVERTON	M28/0232
LAVERTON	M28/0233
LAVERTON	M28/0234
LAVERTON	M28/0241
LAVERTON	M28/0242
LAVERTON	M31/0301
LAVERTON	E31/0635
LAVERTON	E39/0409
LAVERTON	E39/0887
LAVERTON	E39/0888
LAVERTON	E38/1678
LAVERTON	E39/0463
LAVERTON	E39/0632
LAVERTON	P38/3083
LAVERTON	E31/0631
LAVERTON	M28/0243
LAVERTON	P28/0911
LAVERTON	P28/0912
LAVERTON	P28/0913
LAVERTON	P28/0914
LAVERTON	L31/0001
LAVERTON	L31/0002
LAVERTON	L31/0003
LAVERTON	L31/0004
LAVERTON	L31/0005
LAVERTON	L31/0006
LAVERTON	L31/0007
LAVERTON	L31/0008
LAVERTON	L31/0009
LAVERTON	L31/0010
LAVERTON	L31/0011
LAVERTON	L31/0012
LAVERTON	L31/0013
LAVERTON	L31/0014
LAVERTON	L31/0015
LAVERTON	L31/0016
LAVERTON	L31/0017
LAVERTON	L31/0018
LAVERTON	L31/0019
LAVERTON	L31/0020
LAVERTON	L31/0021
LAVERTON	L31/0022
LAVERTON	L31/0023
LAVERTON	L31/0024
LAVERTON	L31/0025
LAVERTON	M31/0003
LAVERTON	M31/0004
LAVERTON	M31/0005
LAVERTON	M31/0006
LAVERTON	M31/0076
LAVERTON	M31/0145
LAVERTON	M31/0180
LAVERTON	M31/0181
LAVERTON	M31/0190
LAVERTON	M31/0250
LAVERTON	P31/1435
LAVERTON	P31/1476
LAVERTON	E31/0586
LAVERTON	E39/0327
LAVERTON	M39/0630
LAVERTON	M39/0631
LAVERTON	M39/0632
LAVERTON	M39/0633
LAVERTON	M39/0634
LAVERTON	P39/3939
LAVERTON	M39/0907
LAVERTON	M39/0908
LAVERTON	E39/0378
LAVERTON	M39/0601
LAVERTON	M39/0602
LAVERTON	M39/0603
LAVERTON	E31/0573
LAVERTON	M31/0140
LAVERTON	M31/0184
LAVERTON	M31/0206
LAVERTON	M31/0223
LAVERTON	M31/0224
LAVERTON	P31/1446
LAVERTON	P31/1447
LAVERTON	E31/0465
LAVERTON	E31/0479
LAVERTON	E31/0524
LAVERTON	E31/0618
LAVERTON	E39/0884
LAVERTON	E28/0892
LAVERTON	E39/0897
LAVERTON	L39/0034
LAVERTON	L39/0048
LAVERTON	L39/0049
LAVERTON	L39/0050
LAVERTON	L39/0051
LAVERTON	L39/0052
LAVERTON	L39/0053
LAVERTON	M39/0084
LAVERTON	M39/0274
LAVERTON	M39/0406
LAVERTON	M39/0407

12

Project	Tenement
LAVERTON	M39/0408
LAVERTON	M39/0409
LAVERTON	M39/0410
LAVERTON	M39/0839
LAVERTON	M39/0840
LAVERTON	P39/2595
LAVERTON	P39/2596
LAVERTON	P39/2605
LEONORA	E37/0415
LEONORA	E37/0557
LEONORA	E37/0558
LEONORA	E37/0669
LEONORA	E37/0680
LEONORA	E37/0789
LEONORA	M37/0338
LEONORA	M37/0398
LEONORA	M37/0399
LEONORA	M37/0400
LEONORA	M37/0458
LEONORA	M37/1128
LEONORA	L37/0033
LEONORA	L37/0034
LEONORA	L37/0035
LEONORA	L37/0036
LEONORA	L37/0056
LEONORA	L37/0058
LEONORA	L37/0066
LEONORA	L37/0089
LEONORA	M37/0017
LEONORA	M37/0137
LEONORA	M37/0170
LEONORA	M37/0200
LEONORA	M37/0247
LEONORA	M37/0333
LEONORA	M37/0391
LEONORA	M37/0689
LEONORA	M37/0690
LEONORA	M37/0903
LEONORA	M37/1026
LEONORA	M37/1027
LEONORA	P37/4555
LEONORA	P37/4987
LEONORA	P37/4996
LEONORA	P37/5286
LEONORA	P37/5310
LEONORA	M37/0451
LEONORA	M37/0586
LEONORA	M37/0587
LEONORA	M37/0547
LEONORA	M37/0548
LEONORA	M37/1105
LEONORA	E37/0235
LEONORA	E37/0345
LEONORA	E37/0679
LEONORA	E37/0681
LEONORA	E37/0682
LEONORA	M37/0459
LEONORA	M37/0460
LEONORA	M37/0551
LEONORA	M37/0598
LEONORA	M37/0599
LEONORA	M37/0600
LEONORA	M37/0601
LEONORA	M37/0602
LEONORA	M37/0694
LEONORA	M37/0695
LEONORA	M37/0696
LEONORA	M37/0907
LEONORA	M37/0975
LEONORA	M37/0976
LEONORA	M37/0977
LEONORA	M37/1008
LEONORA	M37/1009
LEONORA	P37/3995
LEONORA	P37/4294
LEONORA	P37/4295
LEONORA	P37/5114
LEONORA	P37/5115
LEONORA	P37/5116
LEONORA	M37/0763
LEONORA	M37/0021
LEONORA	M37/0179
LEONORA	M37/0407
LEONORA	M37/0416
LEONORA	M37/0496
LEONORA	M37/0529
LEONORA	M37/0889
LEONORA	M37/0890
LEONORA	M37/0891
LEONORA	M37/0905
LEONORA	M37/0985
LEONORA	L37/0068
LEONORA	L37/0078
LEONORA	L37/0081
LEONORA	L37/0083
LEONORA	L37/0119
LEONORA	L37/0120
LEONORA	M37/0067
LEONORA	M37/0076
LEONORA	M37/0090
LEONORA	M37/0201
LEONORA	M37/0222
LEONORA	M37/0248
LEONORA	M37/0330
LEONORA	M37/0394
LEONORA	M37/0410
LEONORA	M37/0429
LEONORA	M37/0449

13

Project	Tenement
LEONORA	M37/0457
LEONORA	M37/0530
LEONORA	M37/0541
LEONORA	P37/3955
LEONORA	P37/3979
LEONORA	P37/3980
LEONORA	M37/1171
LEONORA	P37/3868
LEONORA	E37/0236
LEONORA	E37/0281
LEONORA	M37/0479
LEONORA	M37/0641
LEONORA	M37/0683
LEONORA	M37/0684
LEONORA	M37/0879
LEONORA	M37/0880
LEONORA	M37/0904
LEONORA	M37/0945
LEONORA	M37/0946
LEONORA	M37/1035
LEONORA	M37/1040
LEONORA	M37/1041
LEONORA	M37/1042
LEONORA	M37/1151
LEONORA	P37/4988
LEONORA	L37/0106
LEONORA	L37/0127
LEONORA	L37/0128
LEONORA	M37/0086
LEONORA	M37/0088
LEONORA	M37/0227
LEONORA	M37/0277
LEONORA	M37/0299
LEONORA	M37/0300
LEONORA	M37/0428
LEONORA	M37/0594
LEONORA	M37/0624
LEONORA	M37/0625
LEONORA	M37/0686
LEONORA	M37/0688
LEONORA	M37/0720
LEONORA	M37/1180
LEONORA	M37/1181
LEONORA	M37/1182
LEONORA	P37/5532
LEONORA	P37/5829
LEONORA	P37/6242
LEONORA	P37/6244
LEONORA	P37/6245
LEONORA	M37/0645
LEONORA	M37/0646
LEONORA	M37/0647
LEONORA	M37/0648
LEONORA	P37/4403
LEONORA	P37/4404
LEONORA	P37/4405
LEONORA	P37/4406
LEONORA	P37/4407
LEONORA	E37/0703
LEONORA	E37/0704
LEONORA	E37/0705
LEONORA	L37/0041
LEONORA	L37/0065
LEONORA	M37/0223
LEONORA	M37/0316
LEONORA	M37/0317
LEONORA	M37/1038
LEONORA	M37/1183
LEONORA	M37/1184
LEONORA	M37/0350
LEONORA	M37/0627
LEONORA	M37/0628
LEONORA	P37/4327
LEONORA	P37/4328
LEONORA	P37/4329
LEONORA	P37/4370
LEONORA	M37/0570
LEONORA	M37/0571
LEONORA	M37/0572
LEONORA	M37/0573
LEONORA	M37/0574
LEONORA	M37/1050
LEONORA	M37/1051
LEONORA	M37/1081
LEONORA	M37/1165
LEONORA	P37/4235
LEONORA	P37/4237
LEONORA	P37/6146
LEONORA	P37/6147
LEONORA	P37/6216
LEONORA	P37/6217
LEONORA	M40/0166
LEONORA	M37/0252
LEONORA	E40/0183
LEONORA	M37/0326
LEONORA	M37/0559
LEONORA	P37/4058
LEONORA	P37/4080
LEONORA	G37/0006
LEONORA	G37/0008
LEONORA	G37/0009
LEONORA	G37/0010
LEONORA	G37/0011
LEONORA	G37/0012
LEONORA	G37/0013
LEONORA	G37/0014
LEONORA	G37/0015
LEONORA	G37/0016

14

Project	Tenement
LEONORA	G37/0017
LEONORA	G37/0018
LEONORA	L37/0043
LEONORA	L37/0044
LEONORA	L37/0080
LEONORA	L37/0123
LEONORA	L37/0124
LEONORA	M37/0251
LEONORA	M37/0622
LEONORA	M37/1150
LEONORA	P37/4098
LEONORA	L37/0074
LEONORA	L37/0076
LEONORA	M37/0058
LEONORA	M37/0046
LEONORA	M37/0219
LEONORA	M37/0484
LEONORA	M37/0564
LEONORA	M37/0902
LEONORA	M37/1016
LEONORA	P37/3805
LEONORA	P37/5747
LEONORA	G40/0003
LEONORA	M40/0022
LEONORA	M40/0026
LEONORA	M40/0027
LEONORA	M40/0036
LEONORA	M40/0037
LEONORA	M40/0038
LEONORA	M40/0056
LEONORA	M40/0138
LEONORA	M37/0025
LEONORA	M37/1030
LEONORA	E37/0200
LEONORA	E37/0412
LEONORA	M37/0403
LEONORA	M37/0404
LEONORA	M37/0405
LEONORA	M37/0461
LEONORA	M37/0462
LEONORA	M37/0732
LEONORA	M37/0733
LEONORA	M37/0734
LEONORA	M37/0997
LEONORA	M37/1130
LEONORA	M37/0603
LEONORA	M40/0177
LEONORA	E37/0251
LEONORA	E37/0411
LEONORA	E37/0496
LEONORA	E37/0667
LEONORA	L37/0126
LEONORA	M37/0382
LEONORA	M37/0480
LEONORA	M37/0488
LEONORA	M37/0506
LEONORA	M37/0511
LEONORA	M37/0513
LEONORA	M37/0514
LEONORA	M37/0633
LEONORA	M37/0638
LEONORA	M37/0639
LEONORA	M37/0640
LEONORA	M37/0853
LEONORA	M37/1043
LEONORA	M37/1044
LEONORA	M37/1083
LEONORA	M37/1094
LEONORA	M37/1129
LEONORA	M37/1200
LEONORA	P37/3870
LEONORA	P37/3871
LEONORA	P37/3872
LEONORA	P37/3873
LEONORA	P37/3917
LEONORA	P37/3918
LEONORA	P37/3919
LEONORA	P37/3920
LEONORA	P37/4336
LEONORA	P37/4375
LEONORA	P37/4408
LEONORA	P37/4804
LEONORA	P37/4805
LEONORA	P37/6029
LEONORA	P37/6087
LEONORA	M37/0610
LEONORA	P37/4260
LEONORA	E37/0269
LEONORA	M37/0788
LEONORA	M37/0081
LEONORA	M37/0082
LEONORA	M37/0231
LEONORA	M37/0232
LEONORA	M37/0233
LEONORA	M37/0764
LEONORA	M37/1186
LEONORA	M37/0544
LEONORA	M37/1185
LEONORA	M37/0158
LEONORA	M37/0159
LEONORA	M37/0549
LEONORA	P37/6564
LEONORA	M40/0129
LEONORA	L37/0079
LEONORA	M37/0172
LEONORA	M37/0204
LEONORA	M37/0565
LEONORA	L37/0077

15

Project	Tenement
LEONORA	L37/0125
LEONORA	M37/0256
LEONORA	M37/0369
LEONORA	M37/0377
LEONORA	M37/0379
LEONORA	M37/0454
LEONORA	M37/0563
LEONORA	M37/0849
LEONORA	P37/3650
LEONORA	P37/3651
LEONORA	P37/3652
LEONORA	P37/4046
LEONORA	P37/4853
LEONORA	P37/4854
LEONORA	E37/0284
LEONORA	E37/0670
LEONORA	M37/0478
LEONORA	M37/0773
LEONORA	M37/0854
LEONORA	M37/0855
LEONORA	M37/0856
LEONORA	M37/0906
LEONORA	M37/0978
LEONORA	M37/0979
LEONORA	M37/0980
LEONORA	M37/1064
LEONORA	M37/1065
LEONORA	P37/6260
LEONORA	P37/6286
LEONORA	P37/6324
LEONORA	M37/0485
LEONORA	M37/0531
LEONORA	M37/0532
LEONORA	E37/0573
LEONORA	M37/0163
LEONORA	M37/0164
LEONORA	M37/0212
LEONORA	M37/0605
LEONORA	M37/0629
LEONORA	M37/0874
LEONORA	M37/0928
LEONORA	M37/0955
LEONORA	M37/0986
LEONORA	M37/0987
LEONORA	M37/1017
LEONORA	M37/0626
LEONORA	M37/1177
LEONORA	M40/0167
LEONORA	P40/0956
LEONORA	P40/0957
LEONORA	P40/0958
LEONORA	G37/0021
LEONORA	L37/0023
LEONORA	L37/0024
LEONORA	L37/0028
LEONORA	L37/0029
LEONORA	L37/0030
LEONORA	L37/0050
LEONORA	L37/0051
LEONORA	L37/0070
LEONORA	M37/0055
LEONORA	M37/0165
LEONORA	M37/0588
LEONORA	E40/0180
LEONORA	M37/1095
LEONORA	M37/1096
LEONORA	M37/0621
LEONORA	P37/4296
LEONORA	E37/0671
LEONORA	E37/0677
LEONORA	M36/0412
LEONORA	M37/0438
LEONORA	M37/0439
LEONORA	M37/0440
LEONORA	M37/0495
LEONORA	M37/0929
LEONORA	P36/1246
LEONORA	P36/1247
LEONORA	P36/1248
LEONORA	P37/6459
LEONORA	M37/0489
LEONORA	M37/0512

”

16

 SCHEDULE 1

“PART C - BOUNTY NICKEL JV AND OUTUKUMPU JV TENEMENTS

E74/0121

E77/0085

E77/0272

M74/0098

M74/0100

M74/0101

M77/0698

M77/0699

M77/0700

M77/0701

M77/0874

M77/0895

P77/2615

P77/2616

P77/3007

P77/3008

E77/0372

E77/0413

E77/0479

E77/0546

E77/0555

E77/0635

E77/0636

E77/0806

M74/0064

M74/0109

M77/0098

M77/0215

M77/0216

M77/0219

M77/0326

M77/0329

M77/0335

M77/0336

M77/0389

M77/0399

M77/0458

M77/0467

M77/0468

M77/0493

M77/0542

M77/0543

M77/0544

M77/0582

M77/0583

M77/0584

M77/0585

M77/0586

M77/0587

M77/0588

M77/0589

M77/0669

M77/0680

M77/0696

M77/0703

M77/0704

M77/0705

M77/0719

M77/0720

M77/0885

M77/0911

M77/0912

M77/0925

M77/0986

M77/1019

M77/1020

M77/1021

M77/1041

M77/1061

M77/1076

M77/1086

P77/2610

P77/2640

P77/2653

P77/2654

P77/2667

P77/2678

”

17

EXECUTED AS A DEED

Executed by

St Barbara Mines Limited

in accordance with section 127(1) of the Corporations Act

in the presence of:

/s/ Ross Kennedy	/s/ Edward Eshuys
Secretary/Director	Director
Ross Kennedy	Edward Eshuys
Name (please print)	Name (please print)

Signed sealed and delivered for

Resource Capital Fund III L.P.

by its attorney in the

presence of:

/s/ M. Hills	/s/ Ian Burvill
Witness	Attorney
MASON HILLS
Barrister & Solicitor	Ian Burvill
Name (please print)	Name (please print)

18

EX-10.65

Exhibit 10.65

NET SMELTER RETURN ROYALTY AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Newmont Canada Limited, an Ontario corporation (“Newmont”), whose address is Suite 1900, Box 2005, 20 Eglinton Avenue West, Toronto, ON M4R 1K8, covenants and agrees, on and subject to the terms and conditions contained herein, to pay to Barrick Gold Corporation, an Ontario corporation (“Barrick”), whose address is 161 Bay Street, Suite 3700, Toronto, ON M5J 2S1, a net smelter return royalty (“Royalty”) equal to the “Royalty Factor”, as hereinafter defined and computed, multiplied by the “Net Smelter Return,” as hereinafter defined and computed, with respect to all valuable minerals produced from the mining rights and surface leases known as the Holt-McDermott mining claims and leases as more particularly set forth and described on Schedule “A” attached hereto (the “Property”). Newmont and Barrick are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. The Parties acknowledge that this Agreement is entered into pursuant to the provisions of an asset purchase agreement between Barrick and Newmont made as of June 25, 2004 (the “Asset Purchase Agreement”).

A.Net Smelter Return Definition.

1.“Net Smelter Return” shall equal “Revenues” less “Allowable Costs” and “Underlying Royalties” for all fine gold and/or silver bullion or doré bullion produced from the Property or for any primary, intermediate or final product or any mineral substances other than fine gold and/or silver bullion or doré bullion produced from the Property.

2.Except as provided in Section A.3 below, in the event that Newmont or any of its affiliates produce and sell ores, concentrates, precipitates, cathodes, leach solutions or any other primary, intermediate or final product or any mineral substances other than fine gold and/or silver bullion or doré bullion (collectively, “Mineral Substances”) produced from the Property, “Revenues” for a calendar quarter shall mean the total amounts received by Newmont and its affiliates from the sale of such Mineral Substances at the point of sale provided such sales are arm’s length transactions, and provided further that sales to Newmont or affiliates of Newmont are valued at the fair market value of the products, less, in either case, only the following “Allowable Costs” attributed to that production and sale, to the extent actually paid or incurred by Newmont and its affiliates prior to the date payment is due to Barrick as prescribed in Section B.2(a) of this Agreement: (a) the cost of transportation between Newmont’s mill and the buyer of such substances, (b) the cost, after such products have left Newmont’s mill, of assaying, sampling, custom-smelting and refining such products, including any independent representative and umpire charges, and (c) taxes (other than income taxes) imposed upon or in connection with producing, transporting and selling such products.

3.(a)If Newmont or any of its affiliates produce as a final product (or has produced as a final product through a tolling/refining contract or any other transaction that results in Newmont or an affiliate owning title) fine gold and/or silver bullion or doré bullion produced from the Property, “Revenues” for a calendar quarter shall mean the total amount of fine gold and/or silver bullion or the amount of payable gold and/or silver contained in doré bullion produced from the Property during the quarter multiplied by (i) for gold, the average London Bullion Brokers P.M. Gold Fixing for the calendar quarter of production (the “Quarterly

1

Average Gold Price”) and (ii) for silver, the average London Bullion Market Association daily Silver Fixing for the calendar quarter of production, less only the following “Allowable Costs” attributed to that production, to the extent actually paid or incurred by Newmont and its affiliates prior to the date payment is due to Barrick as prescribed in Section B.2(b) of this Agreement: (a) the costs of transportation from Newmont’s mill to the smelter/refiner, (b) the cost of assaying, sampling, smelting and refining such bullion, including tolling costs, independent representative and umpire charges, and any penalties assessed by the purchaser of said fine gold and/or silver bullion or doré bullion, but excluding the costs of producing such doré, (c) taxes (other than income taxes) imposed upon or in connection with producing, transporting and selling such fine gold and/or silver bullion or doré bullion, and (d) costs of sale, if any.

(b)For purposes of this Section A.3, the average gold and silver prices for any calendar quarter shall be determined by dividing the sum of all daily prices posted during such calendar quarter by the number of days that prices were posted. The posted prices shall be obtained from The Wall Street Journal, Reuters, or another reliable source. If either the London Bullion Brokers P.M. Gold Fixing or the London Bullion Market Association daily Silver Fixing ceases to be published, Newmont and Barrick shall agree upon a similar alternative method for determining the average spot market price for gold and/or silver, as the case may be, which shall be used in calculating Net Smelter Return.

(c)Newmont and Barrick acknowledge that the purpose of this Section A.3 is to assure that the Net Smelter Return is determined in a timely manner for fine gold and/or silver bullion or doré bullion produced during a calendar quarter regardless of whether an actual sale of gold and/or silver to a third party is made by Newmont or any of its affiliates. The parties further acknowledge that Newmont and its affiliates shall have the right to market and sell to third parties the gold and silver produced from the Property in any manner they choose, including the forward sale of gold and silver on the commodity markets. Barrick shall have absolutely no right to participate in any sales of mineral substances by Newmont and its affiliates on the commodity markets or otherwise share in any profits or losses received by Newmont and its affiliates as a result of their marketing activities.

4.“Underlying Royalties” shall equal, in respect of a calendar quarter, the aggregate of all underlying royalty amounts actually paid by Newmont to persons other than Barrick, Newmont and Newmont’s affiliates in such calendar quarter on the production and/or sale of (i) Mineral Substances produced from the Property and giving rise to the Revenues received by Newmont and its affiliates in such calendar quarter as determined by Section A.2, or (ii) fine gold and/or silver bullion or doré bullion produced from the Property and giving rise to the Revenues received by Newmont and its affiliates in such calendar quarter as determined by Section A.3, as the case may be. Only royalty amounts in effect on the date hereof and paid pursuant to royalty agreements transferred to Newmont by Barrick on the date hereof pursuant to the Asset Purchase Agreement shall be included in determining Underlying Royalties.

5.In no event shall Newmont deduct the cost of exploring, developing, mining, hauling, milling, leaching or any other processing costs incurred by Newmont and its affiliates in determining the Net Smelter Return.

2

6.In the event smelting or refining are carried out in facilities owned or controlled, in whole or in part, by Newmont or an affiliate, then charges, costs and penalties for such smelting or refining shall mean the amount Newmont would have incurred if such smelting or refining were carried out at facilities not owned or controlled by Newmont or an affiliate then offering comparable services for comparable products on prevailing terms, but in no event greater than actual costs incurred by Newmont or an affiliate with respect to such smelting and refining.

B.Payments of Royalty.

1.The “Royalty Factor” for any calendar quarter that shall be used to determine the Royalty payable to Barrick hereunder shall equal: (a) in respect of gold produced from the Property, the Quarterly Average Gold Price (unit-less) for such calendar quarter multiplied by 0.00013, (b) in respect of silver produced from the Property, 0.05, and (c) in respect of Mineral Substances produced from the Property, 0.05.

2.The amount of Royalty due Barrick shall be payable in the following alternative manners depending on the method of selling valuable minerals produced from the Property:

(a)If during any calendar quarter that includes or is subsequent to the date hereof Newmont or any of its affiliates produce and sell Mineral Substances, the Royalty paid to Barrick shall be calculated by multiplying the amount of Net Smelter Return determined in Section A.2 by the applicable Royalty Factor. Payment shall be made by Newmont within 30 days following the completion of that calendar quarter.

(b)If during any calendar quarter that includes or is subsequent to the date hereof Newmont or any of its affiliates produce fine gold and/or silver bullion or doré bullion, the Royalty paid to Barrick shall be calculated by multiplying the amount of Net Smelter Return determined in Section A.3 by the applicable Royalty Factor. Payment shall be made by Newmont within 60 days following the completion of that calendar quarter.

3.Newmont shall provide to Barrick copies of all data relating to the Royalty calculation (including, but not limited to, settlement sheets used in calculating the Royalty) at the same time that Royalty payments are paid.

C.Audits and Disputes.

1.Barrick, upon written notice, shall have the right to have an independent firm of certified chartered accountants audit the records that relate to the calculation of the Royalty within 12 months after receipt of a Royalty payment.

2.(a)Barrick shall be deemed to have waived any right it may have had to object to a payment made for any calendar quarter, unless it provides notice (a “Dispute Notice”) in writing of such objection within 18 months after receipt of final payment for the calendar quarter.

3

(b)If the parties are unable to resolve a payment dispute within 60 days after the receipt of a Dispute Notice, the dispute shall be finally settled by arbitration pursuant to the Arbitration Act, 1991 (Ontario), as amended. The place of arbitration shall be Toronto, Ontario and the language of the arbitration shall be English. The arbitrator’s decisions and awards shall be final and binding on both parties and there shall be no appeal from the arbitrator’s decisions and awards for any reason whatsoever. Judgment upon any arbitration award made pursuant to this Section C.2(b) may be entered into any court having jurisdiction, or application may be made to any such court for judicial recognition of the award or an order of enforcement thereof, as the case may be. Unless the parties agree to share the costs of arbitration, the arbitrator shall determine what part of the costs and expenses incurred in any such proceeding shall be borne by each party participating in the arbitration.

(c)Alternatively, if the parties mutually agree, the payment dispute may be submitted to a mutually acceptable certified chartered accountant, or firm of certified chartered accountants, for a binding resolution thereof.

D.General.

1.Newmont shall keep true and accurate books and records for the purposes of this Agreement. Such books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles and practices consistently applied.

2.Barrick or its authorized representative, on not less than two days’ notice to Newmont, may enter upon all surface and subsurface portions of the Property for the purpose of inspecting the Property, all improvements thereto and operations thereon, and may inspect and copy all records and data pertaining to the Royalty payments to be made to Barrick hereunder, including, without limitation, those records and data that are maintained electronically. Barrick or its authorized representative shall enter the Property at Barrick’s own risk and may not unreasonably hinder operations on or pertaining to the Property. Barrick shall indemnify and hold harmless Newmont and its affiliates (including without limitation direct and indirect parent companies), and their respective directors, officers, shareholders, employees, agents and attorneys, from and against any liabilities which may be imposed upon, asserted against or incurred by any of them by reason of injury to Barrick or any of its agents or representatives caused by Barrick’s exercise of its rights herein, unless caused by the gross negligence or willful misconduct of Newmont.

3.All notices and other required communications (“Notices”) to a Party sent hereunder shall be in writing, and shall be addressed respectively as follows:

4

If to Barrick:
c/o PO Box 212, Suite 3700
Canada Trust Tower, BCE Place
161 Bay Street
Toronto, ON M5J 2S1
Attention:	General Counsel
Fax:	(416) 861-9717
If to Newmont:
Newmont Canada Limited
Suite 1900, Box 2005
20 Eglinton Avenue West
Toronto, ON M4R 1K8
Attention:	Vice President & Secretary
Fax:	(416) 488-6598

All Notices shall be given (i) by personal delivery, (ii) by facsimile, or (iii) by commercial courier service. All Notices shall be effective and shall be deemed delivered on the date of delivery if delivered during normal business hours on a business day, and, if not delivered during normal business hours, on the next business day following delivery. A Party may change its address by Notice to the other Party. For these purposes, the term “business day” has the meaning set out in the Asset Purchase Agreement.

4.All payments required to be made to Barrick hereunder shall be made by certified cheque made payable to Barrick, delivered to Barrick at the address set forth above.

5.The Royalty shall be subject to the following conditions and limitations:

(a)Neither Barrick nor Newmont makes any representation or warranty hereunder as to title or interest with respect to any of the Property, and no warranty, express or implied, shall be asserted hereunder by either Party to arise by operation of law with respect to any Property or this Agreement.

(b)Subject to Section D.9(a), nothing herein shall require Newmont to keep or maintain the Property.

(c)Barrick shall have no right to claim a reversionary interest in any of the Property should Newmont seek to relinquish all or any portion of the Property.

(d)Newmont has no obligation hereunder to conduct any exploration, development, mining operations or any other activities whatsoever on or relating to the Property.

5

6.(a)All information obtained in connection with the performance of this Agreement and the calculation and payment of the Royalty shall be the exclusive property of the Parties and, except as provided in Section D.6(b), shall not be disclosed to any third party or the public without the prior written consent of the other, which consent shall not be unreasonably withheld.

(b)Exceptions: The consent required by Section D.6(b) shall not apply to a disclosure:

(i)to an affiliate, consultant, contractor or subcontractor of the disclosing Party that has a bona fide need to be informed;

(ii)to any third party to whom a Party contemplates a transfer of all or any part of its interest in or to this Agreement;

(iii)to a governmental agency, stock exchange or to the public that the Party believes in good faith is required by pertinent law or regulation or the rules of any stock exchange; or

(iv)reasonably required in connection with arbitration or judicial proceedings arising under or in connection with this Agreement.

In any case to which this Section D.6(b) is applicable, the disclosing Party shall give notice to the other Party prior to making such disclosure. As to any disclosure pursuant to Section D.6(b)(i) or (ii), only such confidential information as such third party shall have a legitimate business need to know shall be disclosed and such third party shall first agree in writing to protect the confidential information from further disclosure to the same extent as the Parties are obligated under this Section D.6.

(c)The provisions of this Section D.6 shall apply so long as the Royalty exists and for a period of two years thereafter.

7.Notwithstanding anything to the contrary herein, Newmont shall have the right to mine and market amounts of precious metals or other minerals reasonably necessary for non-bulk sampling, assaying, metallurgical testing and evaluation of the minerals potential of the Property without initiating the obligation to make production royalty payments hereunder.

8.Newmont shall have the right to commingle ore and minerals from the Property with ore from other lands and properties; provided, however, that Newmont shall calculate from representative samples the average grade of the ore and shall weigh (or calculate by volume) the ore before commingling using generally accepted industry practices. If concentrates are produced from the commingled ores by Newmont, Newmont shall also calculate from representative samples the average recovery percentage for all concentrates produced from ores refined from the Property during the calendar quarter. In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, Newmont may use any procedures generally accepted in the mining and metallurgical industry which it reasonably believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on Barrick. In addition,

6

comparable procedures may be used by Newmont to apportion among the commingled ores penalty charges, if any, imposed by the purchaser of such ore or concentrates.

9.(a)Nothing herein shall restrict Newmont from transferring all or any portion of its interest in the Property so long as such transfer remains subject to the Royalty pursuant to an assumption agreement in form and substance satisfactory to Barrick as contemplated in the following sentence. If Newmont transfers all or any portion of its interest in the Property, upon obtaining from the transferee a written assumption of the obligations of Newmont pursuant to this Agreement with respect to the interest so transferred which is addressed to and delivered to Barrick and which is in form and substance satisfactory to Barrick, acting reasonably, Newmont shall thereupon be relieved of all liability for payment of royalties under this Agreement for any royalties that may arise after the transfer with respect to such transferred interest.

(b)Barrick may transfer all or a portion of its Royalty interest, including this Agreement, following written notice to Newmont.

10.All amounts required to be paid to Barrick as contemplated in this Agreement shall be paid in United States Dollars. To the extent that any Revenues, Allowable Costs or Underlying Royalties are paid or received in a currency other than United States Dollars, such amounts shall be converted into United States Dollars using the exchange rate as at 12:00 noon (Toronto time) generated by the U.S. Federal Reserve Board in effect on the day such costs were paid, or revenues or royalties received, as the case may be.

11.This Agreement constitutes the entire understanding, contract and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, between the Parties or their representatives.

12.Except as provided for in Section C.2(a), no amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver, unless otherwise expressly provided.

13.If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

14.The Parties hereto agree that notice of this Agreement (or, at the discretion of Barrick, this Agreement) will be registered on title to the Property and/or deposited with the Provincial Mining Recorder’s Office, and Newmont will from time to time at Barrick’s request execute such further documents, if any, as are necessary to effect such registration and/or deposition. Newmont agrees that it will not register any further encumbrances against all or any part of the Property until Barrick has effected all of the registrations and/or dispositions contemplated in this Section, as aforesaid, unless such encumbrances are postponed to this Agreement.

7

15.Each of the Parties hereto shall from time to time hereafter and upon any reasonable request of the other, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement.

16.This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights an obligations of the Parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

17.This Agreement may be executed in counterparts by original, each of which shall constitute an original and each of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Newmont and Barrick have duly executed this Net Smelter Return Royalty Agreement (this “Agreement”) to be effective as of October 8, 2004.

“NEWMONT”
Newmont Canada Limited, an Ontario corporation,
By:	/s/ Sharon E. Dowdall
	Sharon E. Dowdall
Its:	Vice President and Secretary
By:	/s/ Donna Andrejek
	Donna Andrejek
Its:	Assistant Secretary
“BARRICK”
Barrick Gold Corporation, an Ontario corporation,
By:	[Illegible signature]
Its:
By:	[Illegible signature]
Its:

8

SCHEDULE A

LEGAL DESCRIPTION OF THE PROPERTY

6/16/2004 r-7
Mining	Legal description	SRO, MRO
Claims	Title Held	or S&M	Township
McDermott	Fee Simple / Absolute
L11479 (L36699)	PIN 65375-0065 / Parcel 8305 SEC	S&M	Holloway
L11383	PIN 65375-0068 / Parcel 4108 SEC	S&M	Holloway
L11418	PIN 65375-0057 / Parcel 4110 SEC	S&M	Holloway
L11614 MILL CLM	PIN 65375-0059 / Parcel 4113 SEC	S&M	Holloway
L11381	PIN 65375-0070 / Parcel 4106 SEC	S&M	Holloway
L11417	PIIN 65375-0058 / Parcel 4109 SEC	S&M	Holloway
L11535 MILL CLM	PIN 65375-0063 / Parcel 4112 SEC, exp Pt 10	S&M	Holloway
L13137	PIN 65375-0066 / Parcel 4194 SEC	S&M	Holloway
L11382	PIN 65375-0069 / Parcel 4107 SEC	S&M	Holloway
L11548 MILL CLM	PIN 65375-0062 / Parcel 4111 SEC	S&M	Holloway
Three Star	Fee Simple / Absolute
L12314	PIN 65375-0061 / Parcel 8166 SEC	S&M	Holloway
L11009	PIN 65375-0072 / Parcel 8168 SEC	S&M	Holloway
L11010	PIN 65375-0071 / Parcel 8164 SEC	S&M	Holloway
L11011	PIN 65375-0074 / Parcel 8167 SEC	S&M	Holloway
L11012	PIN 65375-0075 / Parcel 8165 SEC	S&M	Holloway
Cahill	Fee Simple / Absolute
L11087	PIN 65375-0067 / Parcel 4069 SEC	S&M	Holloway
Barrick-Holloway	Leasehold / Absolute
Lease 104791	PIN 65375-0083 Pcl 1505 LC, and land under	S&M	Holloway
L616488	water of said claims, Pts 1-5 6R-4770 (affects lease & claims)	S&M	Holloway
L616489		S&M	Holloway
L801063		S&M	Holloway
L801065		S&M	Holloway
L802768		S&M	Holloway
Mattawasaga	Leasehold / Absolute
Lease 105123	PIN 65375-0106, Parcel 1547 LC, MR of Pt of land and land	MRO	Holloway
L596247	under water, Pts 1&2, 6R-4842 (affects lease & claims)	MRO	Holloway
L596250		MRO	Holloway
L596247 SRO	see claim 11263, parcel 23588	SRO	Holloway
L596250 SRO	see claim 13403, pcl 23588, also claim 32920, pcls 16875+20722	SRO	Holloway
Lease 104907 MRO	PIN 65375-0084	MRO	Holloway
L579670 MRO	Parcel 1518 LC, Pts 3,4,5,6,7,8&9, 6R-4842 except SR of	MRO	Holloway
L596249 MRO	Pts 3,4,5&6, 6R-4842 (affects lse & claims)	MRO	Holloway
L596248 MRO		MRO	Holloway
L579669 MRO		MRO	Holloway
L579670 SRO	see claim 11262	SRO	Holloway
L596249 SRO	see claim 11265, parcel 23588	SRO	Holloway
L596248 SRO	see claim 32932, parcel 23588	SRO	Holloway
L579669 SRO	see claim 32933, parcels 16878 & 16879	SRO	Holloway
Firstly:	PIN 65375-0048, Parcel 23588 SEC	SRO	Holloway
L11263 (32926)		SRO	Holloway

1

L11415 (32931)		SRO	Holloway
L13403 (32925)		SRO	Holloway
L32932		SRO	Holloway
Secondly:		SRO	Holloway
L11264		SRO	Holloway
L11265 (32921)	Pt 1, 6R-6274 (this clm only)	SRO	Holloway
Thirdly:		SRO	Holloway
L11260		SRO	Holloway
L11261 (32922)	Pt 2, 6R-6274 (this clm only) (also see SR L11261 below)	SRO	Holloway
Worvest	Fee Simple / Absolute
L11244	PIN 65376-0104 / Parcel 4119 SEC	S&M	Harker
L11245	PIN 65376-0092 / Parcel 4120 SEC	S&M	Harker
L11246	PIN 65376-0103 / Parcel 4121 SEC	S&M	Harker
L11247	PIN 65376-0093 / Parcel 4103 SEC	S&M	Harker
L11248	PIN 65376-0102 / Parcel 4104 SEC	S&M	Harker
L11249	PIN 65376-0105 / Parcel 4105 SEC	S&M	Harker
L11312	PIN 65375-0060 / Parcel 4411 SEC	S&M	Harker
L11313	PIN 65375-0073 / Parcel 4412 SEC (Worvest East Group)	S&M	Harker
L11314	PIN 65375-0077 / Parcel 4413 SEC (Worvest East Group)	S&M	Harker
L11315	PIN 65375-0076 / Parcel 4421 SEC (Worvest East Group)	S&M	Harker
L11316	PIN 65375-0078 / Parcel 4422 SEC (Worvest East Group)	S&M	Harker
Barrick East	Leasehold / Absolute
Lease 104596	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L628520	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L628533	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L628534	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633300	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633301	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633303	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633305	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633306	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633308	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633309	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633310	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633311	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L802663	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L802666	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L802667	PIN 65376-0111 (LT) Parcel 1534 SEC, Pts 1-19, 6R-4891	S&M	Hark & Holl
L633296	PIN 65376-0112 (LT) Parcel 1534 SEC, Pt 1-4, 6R-4891	S&M	Hark & Holl
L633297	PIN 65376-0112 (LT) Parcel 1534 SEC, Pt 1-4, 6R-4891	S&M	Hark & Holl
L633298	PIN 65376-0112 (LT) Parcel 1534 SEC, Pt 1-4, 6R-4891	S&M	Hark & Holl
L633299	PIN 65376-0112 (LT) Parcel 1534 SEC, Pt 1-4, 6R-4891	S&M	Hark & Holl
Newmex	Leasehold / Absolute
Lease 104955	PIN 65376-0099 Parcel 1535 LC, survey claim 313	S&M	Harker
L414444	except SR Pt 3, 6R-4730 (Lease & all 11 claims)	S&M	Harker
L414445		S&M	Harker
L414446		S&M	Harker
L414447		S&M	Harker
L430914		S&M	Harker
L430915		S&M	Harker

2

L430916		S&M	Harker
L430917		S&M	Harker
L430918		S&M	Harker
L430919		S&M	Harker
L430920		S&M	Harker
Canamax	Leasehold / Absolute
Lease 106043	PIN 65376-0120 / Parcel 1635 LC survey clm 373, Pts 1-3	S&M	Harker
L525472	6R-5888, except SR Pt 2, 6R-5888 & SR strip (Lse & clms)	S&M	Harker
L525473		S&M	Harker
L525474		S&M	Harker
L525558		S&M	Harker
L583093		S&M	Harker
L583094		S&M	Harker
L583095		S&M	Harker
L583096		S&M	Harker
L842507		S&M	Harker
Lenora	Leasehold / Absolute
Lease 106587	PIN 65376-0101, Parcel 1730 LC, permeter survey claim 374	S&M	Harker
L512906	Harker (mining clms listed)	S&M	Harker
L512907	Pt 1 & 2, 6R6028, except SRO pt 2, 6R6028	S&M	Harker
L522685	10’ wide strip is a reservation of SR along creek (lse & clms)	S&M	Harker
L522686	Lease 106587 mentioned in lease 1504 (lse & clms)	S&M	Harker
L565533		S&M	Harker
L565534		S&M	Harker
Manville	Leasehold / Absolute
Lease 106586	PIN 65376-0101 Parcel 1730 LC, 2nd survey claim 390	S&M	Harker
L598857	Pt 1, 6-6219 (Lse & clms)	S&M	Harker
L598858	Lease 106586 mentioned in lease 1503 (lse & clms)	S&M	Harker
L598859		S&M	Harker
L598871		S&M	Harker
L598872		S&M	Harker
L598873		S&M	Harker
L610804		S&M	Harker
L610805		S&M	Harker
L610953		S&M	Harker
Tailings	Leasehold / Absolute
L599028		SRO	Holloway
L599029		SRO	Holloway
L599037		SRO	Holloway
L599038		SRO	Holloway
L599039		SRO	Holloway
L599040		SRO	Holloway
L588253		SRO	Hark & Holl
L588258		SRO	Hark & Holl
L588260		SRO	Hark & Holl
L588261		SRO	Hark & Holl
L588262		SRO	Hark & Holl
L588271		SRO	Hark & Holl
L588272		SRO	Hark & Holl
L588273		SRO	Hark & Holl

3

L588274	PIN 65375-0092 / Parcel 1626 LC 1st survey clm 346, Pt 1,	SRO	Holloway
L588275	6R-5327 (18 clms)	SRO	Holloway
L588276		SRO	Holloway
L588281		SRO	Holloway
L588282		SRO	Holloway
L588283		SRO	Holloway
L588284		SRO	Holloway
L588285		SRO	Holloway
L588286		SRO	Holloway
L588287		SRO	Holloway
L588288		SRO	Holloway
L588289		SRO	Holloway
L588290		SRO	Holloway
L588291		SRO	Holloway
L588292		SRO	Holloway
L588293		SRO	Holloway
L588561		SRO	Holloway
L588562		SRO	Holloway
L588571	PIN 65375-0095 / Parcel 1574 LC Pts 1,2,3,4,5&6, 6R-5325	SRO	Holloway
L588572	(6 clms)	SRO	Holloway
L599015		SRO	Holloway
L599016		SRO	Holloway
L599018		SRO	Holloway
L599019		SRO	Holloway
	Fee Simple / Absolute
L10218	PIN 65375-0090 / Parcel 21000 SEC	SRO	Holloway
L10219	PIN 65375-0089 / Parcel 21001 SEC	SRO	Holloway
L10220	PIN 65375-0087 / Parcel 21002 SEC	SRO	Holloway
L10221	PIN 65375-0080 / Parcel 21003 SEC	SRO	Holloway
L10222	PIN 65375-0079 / Parcel 21004 SEC	SRO	Holloway
L13997	PIN 653575-0091 / Parcel 21005 SEC	SRO	Holloway
L13998	PIN 65375-0088 / Parcel 21006 SEC	SRO	Holloway
L13999	PIN 65375-0081 / Parcel 21007 SEC	SRO	Holloway
Goldcorp	Fee Simple/Absolute
L7135	PIN 65375-0098 / Parcel 2795 SEC	S&M	Holloway
L7220	PIN 65375-0097 / Parcel 2796 SEC	S&M	Holloway
L7219 (N1/2)	PIN 65375-0099 / Parcel 2799 SEC	S&M	Holloway
L7221 (N1/2)	PIN 65375-0096 / Parcel 2800 SEC	S&M	Holloway
L7241	PIN 65375-0101 / Parcel 3201 SEC	S&M	Holloway
L7242	PIN 65375-0102 / Parcel 3202 SEC	S&M	Holloway
L7246 (E Pt)	PIN 65375-0103 / Parcel 3203 SEC	S&M	Holloway
L7248 (E1/2)	PIN 65375-0100 / Parcel 3204 SEC	S&M	Holloway
Polishing Pond	Unpatented Mining Claims
L588478	unpatented mining claim	SRO	Holloway
L588479	unpatented mining claim	SRO	Holloway
L588534	unpatented mining claim	SRO	Holloway
L588535	unpatented mining claim	SRO	Holloway
L588536	unpatented mining claim	SRO	Holloway
L588537	unpatented mining claim	SRO	Holloway
L588540	unpatented mining claim	SRO	Holloway

4

L1213841	unpatented mining claim	SRO	Holloway
L784869	unpatented mining claim (SRO lse applic to BGC pending)	SRO	Holloway
L784871	unpatented mining claim (SRO lse applic to BGC pending)	SRO	Holloway
L784872	unpatented mining claim (SRO lse applic to BGC pending)	SRO	Holloway
West Block	Unpatented Mining Claims
L641387	unpatented mining claim	S&M	Harker
L641388	unpatented mining claim	S&M	Harker
L641389	unpatented mining claim	S&M	Harker
L641390	unpatented mining claim	S&M	Harker
L641391	unpatented mining claim	S&M	Harker
L641392	unpatented mining claim	S&M	Harker
L641393	unpatented mining claim	S&M	Harker
L641394	unpatented mining claim	S&M	Harker
L641395	unpatented mining claim	S&M	Harker
L641396	unpatented mining claim	S&M	Harker
L641397	unpatented mining claim	S&M	Harker
L641398	unpatented mining claim	S&M	Harker
L641399	unpatented mining claim	S&M	Harker
L641400	unpatented mining claim	S&M	Harker
L641401	unpatented mining claim	S&M	Harker
L461402	unpatented mining claim	S&M	Harker
L461403	unpatented mining claim	S&M	Harker
L641404	unpatented mining claim	S&M	Harker
L641405	unpatented mining claim	S&M	Harker
L641406	unpatented mining claim	S&M	Harker
L641410	unpatented mining claim	S&M	Harker
L641411	unpatented mining claim	S&M	Harker
L641412	unpatented mining claim	S&M	Harker
L641413	unpatented mining claim	S&M	Harker
L1184131	unpatented mining claim	S&M	Harker
L802656	unpatented mining claim	S&M	Harker
L802657	unpatented mining claim	S&M	Harker
L802658	unpatented mining claim	S&M	Harker
L802659	unpatented mining claim	S&M	Harker
L802668	unpatented mining claim	S&M	Harker
L802669	unpatented mining claim	S&M	Harker
L802671	unpatented mining claim	S&M	Harker
L802672	unpatented mining claim	S&M	Harker
L802673	unpatented mining claim	S&M	Harker
L802674	unpatented mining claim	S&M	Harker

In addition to the foregoing, the Property shall include any Other Real Property (as that term is defined in the Asset Purchase Agreement) transferred to Newmont under the Asset Purchase Agreement.

Key

SRO – Surface Rights Only

MRO – Mineral Rights Only

S&M – Surface Rights and Mineral Rights

5

ABRC – American Barrick Resources Corporation

ARBC-SEAB – American Barrick Resources Corporation – Scoiete Extractive American Barrick

BGC – Barrick Gold Corporation

BGC-SAB – Barrick Gold Corporation – Societe Aurifere Barricdu Canada Limitee

6

EX-21.1

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EXHIBIT 21.1

Royal Gold, Inc. and its Subsidiaries
As of June 30, 2010

Name							State/Country of Incorporation	Ownership Percentage
Royal Gold, Inc.							Delaware, USA
	Battle Mountain Gold Exploration Corp.						Nevada, USA	100%
		Battle Mountain Gold (Canada) Inc.					Alberta, Canada	100%
	Denver Mining Finance Co.						Colorado, USA	100%
		Crescent Valley Partners LP					Colorado, USA	Limited Partner
	Greek American Exploration Ltd.						Bulgaria	50%
	High Desert Mineral Resources, Inc.						Delaware, USA	100%
		DFH Co. of Nevada					Nevada, USA	100%
		Gold Ventures, Inc.					Nevada, USA	100%
	RG Finance (Barbados) Limited						Barbados	100%
	RG Mexico, Inc.						Delaware, USA	100%
	RG Russia, Inc.						Delaware, USA	100%
	RGLD Gold, Canada, Inc.						British Columbia, Canada	100%
	RGLD Holdings, LLC						Delaware, USA	100%
		RG Callco Inc.					Ontario, Canada	100%
		RG Exchangeco Inc.					Ontario, Canada	100%
		International Royalty Corporation					Canada	100%
			Archean Resources Ltd.				Newfoundland, Canada	100%
				Voisey's Bay Holding Corporation			Newfoundland, Canada	100%
					Canadian Minerals Partnership		Ontario, Canada	99.99%
						Labrador Nickel Royalty Limited Partnership	Ontario, Canada	89.90%
					McWatters Mining Inc.		Quebec, Canada	100% common shares
			IRC (U.S.) Management Inc.				Colorado, USA	100%
			IRC Nevada Inc.				Nevada, USA	100%
			4324421 Canada Inc.				Canada	100%
			4495152 Canada Inc.				Canada	100%
	Royal Camp Bird, Inc.						Colorado, USA	100%
	Royal Crescent Valley, Inc.						Nevada, USA	100%
	Royal Gold Chile Limitada						Chile	100%
	Sofia Minerals Ltd.						Bulgaria	25%

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EXHIBIT 21.1

EX-23.1

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EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-156376, No. 333-147137 and No. 333-164975), Form S-4 (No. 333-111590) and on Form S-8 (No. 333-122877 and No. 333-155384) of Royal Gold, Inc. of our report dated August 26, 2010, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
Denver, Colorado
August 26, 2010

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EXHIBIT 23.1

EX-31.1

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EXHIBIT 31.1

I, Tony Jensen, certify that:

(1)

I have reviewed this Annual Report on Form 10-K of Royal Gold, Inc.;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

(a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)

The registrant's other certifying officer and I, have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 26, 2010

/s/Tony Jensen Tony Jensen
President and Chief Executive Officer

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EXHIBIT 31.1

EX-31.2

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EXHIBIT 31.2

I, Stefan Wenger, certify that:

(1)

I have reviewed this Annual Report on Form 10-K of Royal Gold, Inc.;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

(a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)

The registrant's other certifying officer and I, have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 26, 2010

/s/Stefan Wenger Stefan Wenger
Chief Financial Officer and Treasurer

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EXHIBIT 31.2

EX-32.1

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EXHIBIT 32.1

        In connection with the Annual Report on Form 10-K of Royal Gold, Inc. (the "Company"), for the year ending June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tony Jensen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 26, 2010

/s/Tony Jensen Tony Jensen
President and Chief Executive Officer

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EXHIBIT 32.1

EX-32.2

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EXHIBIT 32.2

        In connection with the Annual Report on Form 10-K of Royal Gold, Inc. (the "Company"), for the year ending June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stefan Wenger, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 26, 2010

/s/Stefan Wenger Stefan Wenger
Chief Financial Officer and Treasurer

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EXHIBIT 32.2