8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2007; March 26, 2007

ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13357	84-0835164
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1660 Wynkoop Street, Suite 1000, Denver, CO		80202-1132
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 303-573-1660

(Former name or former address, if changed since last report.)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

     On March 28, 2007, Royal Gold entered into a Bridge Finance Facility Agreement with Battle Mountain Gold Exploration Corp. (“Battle Mountain”) and BMGX (Barbados) Corporation, as borrowers (the “Borrowers”), whereby Royal Gold will make available to the Borrowers a bridge finance facility of up to $20 million (the “Bridge Facility”). Outstanding principal, interest and expenses under the Bridge Facility may be converted at Royal Gold’s option into Battle Mountain common stock, par value $0.001, at a conversion price per share of $0.60 any time during the term of the Bridge Facility. The Bridge Facility will mature on March 28, 2008. The maximum amount of availability under the Bridge Facility will be reduced to $15 million in the event Battle Mountain does not acquire an identified royalty interest. Interest on advances will accrue at the LIBOR Rate plus 3% per annum. To secure their obligations under the Bridge Facility, the Borrowers have granted to Royal Gold a security interest in most of their respective assets and Battle Mountain has pledged to Royal Gold its equity interests in its subsidiaries.

     As previously disclosed on Royal Gold’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2007, Battle Mountain accepted Royal Gold’s proposal to acquire 100% of the fully diluted shares of Battle Mountain for approximately 1.57 million shares of Royal Gold common stock in a merger transaction. The proposal is subject to satisfactory completion of due diligence, definitive documentation, receipt of the approval of Battle Mountain’s shareholders and receipt of a fairness opinion satisfactory to Royal Gold’s Board of Directors, among other conditions.

     On March 28, 2007 Royal Gold and Battle Mountain entered into a Voting Limitation Agreement (the “Voting Limitation Agreement”) pursuant to which Royal Gold has agreed, that if definitive documentation for Royal Gold’s acquisition of Battle Mountain is executed, then during the period of time commencing upon the termination of the definitive documentation by Battle Mountain in accordance with its terms and the terms of the Voting Limitation Agreement as a result of Battle Mountain’s receipt of a superior bona fide acquisition proposal before Battle Mountain’s shareholders have approved the acquisition by Royal Gold and ending upon the earlier to occur of the consummation or termination of the transaction underlying the superior proposal, Battle Mountain's acceptance of any proposed modifications to the definitive documentation with Royal Gold such that the proposal previously considered to be superior is no longer superior, or Battle Mountain's receipt of shareholder approval approving the acquisition of Battle Mountain by Royal Gold, Royal Gold will not vote more than 39.9% of the total number of shares of Battle Mountain’s shares of common stock entitled to vote in favor of its transaction with Battle Mountain or in opposition to a competing transaction; provided however that Royal Gold may vote any remaining shares of Battle Mountain common stock in a manner proportionate to the manner in which all common shareholders of Battle Mountain (other than IAMGOLD Corporation, Mark Kucher and Royal Gold) vote in respect of such a matter.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     As previously disclosed on Royal Gold’s Current Report on Form 8-K filed with the SEC on January 11, 2007, Royal Gold entered into the Second Amended and Restated Loan Agreement among Royal Gold, Inc., High Desert Mineral Resources, Inc. and HSBC Bank USA National Association (the “Lender”). High Desert is a co-borrower on the credit facility. The Amendment increased the revolving credit facility from $30,000,000 to $80,000,000 and extended the maturity date to December 31, 2010. Borrowings under the loan facility accrue interest at a rate equal to the LIBOR Rate plus 1.5% per annum. Royal Gold’s borrowing base is calculated based on Royal Gold’s royalties and will be initially based on its GSR1, GSR3, and NVR1 royalties revenues at the Pipeline Mining Complex and its SJ Claims, Leeville, Bald Mountain and Robinson royalties. The initial availability under the borrowing base is the full $80,000,000 under the credit facility. The loan agreement contains customary covenants including affirmative covenants regarding Royal Gold’s tangible net worth, asset to liability ratio, cash balances and delivery of royalty interest proceeds to a debt reserve account held by Royal Gold with the Lender and negative covenants regarding incurrence of additional debt, liquidation, merger or asset sales or changes in Royal Gold’s business. The loans under the credit facility may be subject to acceleration if certain events of default occur.

     On March 26, 2007, Royal Gold borrowed $10 million under the credit facility. Royal Gold also borrowed $20 million on March 1, 2007 to complete the closing of the Pascua Lama transaction. Based on the initial borrowing base, $20 million remains available under the credit facility.

Item 8.01 Other Events

     On Tuesday March 27, 2007, Royal Gold announced its intention to offer 4,000,000 shares of its common stock under its existing shelf registration statement filed on Form S-3. A copy of the press release making the announcement is filed herewith as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1       Voting Limitation Agreement by and between Royal Gold, Inc. and Battle Mountain Gold Exploration Corp. dated March 28, 2007

99.1       Press Release dated March 27, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Royal Gold, Inc. (Registrant)
By:	/s/ Karen Gross
	Name:	Karen Gross
	Title:	Vice President & Corporate Secretary

Dated: March 30, 2007

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Exhibit Index

Exhibit No.
10.1	Voting Limitation Agreement by and between Royal Gold, Inc. and Battle Mountain Gold Exploration Corp. dated March 28, 2007
99.1	Press Release dated March 27, 2007

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EX-10.1

Exhibit 10.1

VOTING LIMITATION AGREEMENT

     This VOTING LIMITATION AGREEMENT (this “Agreement”) dated as of March 28, 2007, is entered into by and between Battle Mountain Gold Exploration Corp., a Nevada corporation (the “Company”) and Royal Gold, Inc., a Delaware corporation (“Acquiror”).

RECITALS:

     WHEREAS, the Company and Acquiror desire to enter into an agreement for the Acquiror to acquire the Company (the “Acquisition Agreement”);

     WHEREAS, Acquiror has previously entered into Option and Support Agreements, dated as of March 5, 2007, with each of Mark D. Kucher (“Kucher”) and IAMGOLD Corporation (collectively with Kucher, the “Shareholders”), pursuant to which the Shareholders have agreed, among other matters, to approve the Acquisition Agreement and the transactions contemplated thereby; and

     WHEREAS, the Company, BMGX (Barbados) Corporation (collectively with the Company, the “Borrowers”) and Acquiror have entered into that certain Bridge Finance Facility Agreement (the “Bridge Loan”), dated as of the date hereof, pursuant to which Acquiror has agreed to loan up to $20,000,000 aggregate principal amount to the Borrowers, which amount, collectively with all accrued but unpaid interest thereon, all interest on accrued and unpaid interest, all accrued and unpaid fees, expenses, costs, indemnities and other amounts payable to the Acquiror under the Bridge Loan, may be converted, at the option of the Acquiror, at any time during the term of the Bridge Loan, into shares of Company Common Stock at a conversion price equal to $.60 per share.

     NOW, THEREFORE, the parties hereto agree as follows:

AGREEMENT

1. Certain Definitions. For purposes of this Agreement:

     (a) “Acquisition Proposal” means any proposal, offer or inquiry relating to (or any third party indication of interest in), whether in one transaction or a series of related transactions, (i) any sale or other disposition, directly or indirectly, by merger, consolidation, share exchange or any similar transaction, of the business or assets of the Company representing 10% or more of the consolidated assets of the Company and its subsidiaries, (ii) any issuance, sale or other disposition by the Company (including by way of merger, consolidation, share exchange or any similar transaction) of securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 20% or more of the votes associated with the outstanding voting equity securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company, (iii) any tender offer or exchange offer in which any person or “group” (as such term is defined under the Exchange Act) would acquire Beneficial Ownership, or the right to acquire Beneficial Ownership, of 20% or more of the outstanding shares of the Company or any of its

subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company, (iv) any recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company or (v) any transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term “Acquisition Proposal” shall not include any of the transactions contemplated by the Acquisition Agreement.

     (b) “Affiliate” shall mean, with respect to any specified person, any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the person specified. The term “Affiliated” shall have a correlative meaning.

     (c) “Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

     (d) “Company Common Share” means a share of common stock, par value $.001 per share, of the Company, including for purposes of this Agreement, all shares or other voting securities into which a Company Common Share may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom (including any dividends or distributions of securities which may be declared in respect of Company Common Shares).

     (e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     (f) “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

     (i) “Limitation Period” shall mean the period (A) commencing upon the termination of the Acquisition Agreement by the Company if, at any time prior to receiving the Requisite Shareholder Approval, the board of directors of the Company authorizes the Company, subject to complying with the terms of the Acquisition Agreement, to terminate the Acquisition Agreement in order to enter into a binding, definitive agreement with respect to a Superior Proposal; provided that the Company shall have first paid to Acquiror any termination, break-up or similar fees payable pursuant to the Acquisition Agreement; and provided, further, that (i) the board of directors after consultation with its outside legal counsel and financial advisors, concludes in good faith that an Acquisition Proposal constitutes a Superior Proposal (and after giving effect to any proposed modifications to the Acquisition Agreement or the transactions contemplated thereby), (ii) the Company has notified Acquiror by written notice, at least four business days in advance, of its board of director’s intention to not make, withdraw, modify or qualify a recommendation (a “Change in Recommendation”) to the shareholders of the Company in favor of the Acquisition Agreement and the transactions contemplated thereby, specifying the material terms and conditions of such Superior Proposal and the identity of the party making such Superior Proposal, and furnishing to Acquiror a copy of any relevant proposed transaction agreements with the party making such Superior Proposal and any other material documents received by it or its representatives, and (iii) prior to effecting such a Change in

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Recommendation, the board of directors of the Company has, and has caused its financial and legal advisors to, negotiate with Acquiror in good faith to make such adjustments in the terms and conditions of the Acquisition Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, and (B) ending upon the earlier of (i) the consummation or termination of a transaction underlying a Superior Proposal, (ii) the Company’s acceptance of any proposed modifications to the Acquisition Agreement or the transactions contemplated thereby such that an Acquisition Proposal previously considered to be a Superior Proposal no longer constitutes a Superior Proposal, or (iii) the receipt by the Company of the Requisite Shareholder Approval.

     (g) “Requisite Shareholder Approval” means the affirmative consent or vote of the holders of the outstanding shares of Company Common Stock required by law to approve the Acquisition Agreement and the transactions contemplated thereby.

     (h) “Share Limit” means 39.9% of the total number of shares of Company Common Stock entitled to vote in respect of a matter.

     (i) “Superior Proposal” means a bona fide written and publicly announced Acquisition Proposal that (i) the board of directors of the Company concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account all legal, financial, regulatory, timing, certainty and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) is more favorable to the shareholders of the Company of the from a financial point of view, than the transactions contemplated by the Acquisition Agreement (after giving effect to any adjustments to the terms and provisions of the Acquisition Agreement proposed by Acquiror in response to such Acquisition Proposal), (ii) if any cash consideration is payable as part of the Superior Proposal, that such cash consideration shall be fully financed or reasonably capable of being fully financed promptly, (iii) if any consideration as part of the Superior Proposal is payable in shares of capital stock listed on a national securities exchange or quoted on an inter-dealer quotation system, then the value of such consideration shall be determined in relation to the value of the shares of Company Common Stock to be issued in connection with the transactions contemplated by the Acquisition Agreement, and (iv) is reasonably likely to receive all required approvals of any Governmental Body and other person on a timely basis and otherwise reasonably capable of being completed on the terms proposed.

2. Voting Restrictions. The Acquiror agrees that if the Acquisition Agreement is executed by the parties thereto, during the Limitation Period, the Acquiror shall not vote any Company Common Shares in excess of the Share Limit in favor of the Acquisition Agreement or the transactions contemplated thereby, or against any action, agreement, transaction or proposal that is made in opposition to, or is in competition or inconsistent with, the Acquisition Agreement or the transactions contemplated thereby, relates to an alternative Acquisition Transaction (as defined in the Letter Agreement between Acquiror and the Company, dated February 28, 2007) or could otherwise prevent, impede or delay the consummation of the Acquisition Agreement or the transactions contemplated thereby; provided that Acquiror may vote in excess of the Share Limit any remaining shares of Company Common Stock in a manner proportionate to the manner in which all holders of shares of Company Common Stock (other than the Shareholders or the Acquiror) vote in respect of a matter.

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3. Waiver; Amendment. Any provision of this Agreement may be amended or waived, but only if the amendment or waiver is in writing and signed by the parties hereto.

4. Counterparts. This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signature pages of this Agreement transmitted by telecopier will have the same legal effect as an original executed signature page.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf as of the day and year first above written.

COMPANY: BATTLE MOUNTAIN GOLD EXPLORATION CORP.
By:	/s/ David Atkinson
	Name:	David Atkinson
	Title:	Chief Financial Officer

ACQUIROR: ROYAL GOLD, INC.
By:	/s/ Tony Jensen
	Name:	Tony Jensen
	Title:	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

1660 Wynkoop Street, Suite 1000
Denver Colorado 80202-1132	NewsRelease
Phone: (303) 573-1660
Fax: (303) 595-9385
Email: info@royalgold.com
www.royalgold.com

FOR IMMEDIATE RELEASE: FOR FURTHER INFORMATION CONTACT:

Karen Gross, Vice President & Corporate Secretary
(303) 573-1660

ROYAL GOLD ANNOUNCES COMMON STOCK OFFERING

     DENVER, COLORADO. MARCH 27, 2007: ROYAL GOLD, INC. (NASDAQ:RGLD; TSX:RGL) announced today that it intends to offer 4,000,000 shares of its common stock under Royal Gold’s existing effective shelf registration statement filed on Form S-3. Royal Gold also intends to grant the underwriters a 30-day option to purchase up to 600,000 additional shares of common stock to cover over-allotments, if any. The pricing of the offering is anticipated to occur during the week of April 2, 2007.

     Royal Gold currently intends to use the net proceeds from the offering to repay funds drawn under its line of credit, to fund future acquisitions and for general corporate purposes.

     HSBC Securities (USA) Inc. is the global coordinator acting as joint book-runner with Merrill Lynch, Pierce, Fenner & Smith Incorporated. UBS, J.P. Morgan and National Bank Financial are acting as co-managers.

     This offering may be made only by means of a prospectus supplement and related prospectus. A copy of the preliminary prospectus supplement, together with the prospectus, will be filed with the U.S. Securities and Exchange Commission (“SEC”) and will be available on the SEC’s website, www.sec.gov. Once filed, copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained by contacting:

HSBC Securities (USA) Inc.	Merrill Lynch, Pierce, Fenner & Smith Incorporated
Attn: Equity Syndicate	Attn: Prospectus Dep’t
452 Fifth Avenue	4 World Financial Center
New York, NY 10018	New York, NY 10080

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     This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

     Royal Gold is the largest precious metals royalty company engaging in the acquisition and management of precious metal royalty interests. Royal Gold is publicly traded on the NASDAQ Global Select Market under the symbol “RGLD,” and on the Toronto Stock Exchange under the symbol “RGL.” Royal Gold’s web page is located at www.royalgold.com.

Cautionary “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this press release include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Factors that could cause actual results to differ materially from forward looking statement include, among others, precious metals prices, decisions and activities of the operator of the property, unanticipated grade, geological, metallurgical, processing or other problems the operator may encounter, changes in project parameters as plans continue to be refined, economic and market conditions, as well as other factors described in our Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. Most of these factors are beyond Royal Gold’s ability to predict or control. Royal Gold disclaims any obligation to update any forward-looking statement made herein. Readers are cautioned not to put undue reliance on forward-looking statements.

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