DENVER, July 31 /PRNewswire-FirstCall/ -- ROYAL GOLD, INC. (Nasdaq: RGLD; TSX: RGL; "Royal Gold") and BATTLE MOUNTAIN GOLD EXPLORATION CORP. (OTC Bulletin Board: BMGX;
"Battle Mountain") today announced that they have amended their
definitive merger agreement signed on April 17, 2007, under which Royal
Gold agreed to acquire 100% of the fully diluted shares of Battle
Mountain. The amended merger agreement provides that Battle Mountain's
shareholders will be offered an election to receive either cash
consideration of $0.55 per Battle Mountain share or from 0.0172 to
0.0179 shares of Royal Gold common stock per Battle Mountain share, in
each case assuming 91,563,506 Battle Mountain shares outstanding at
closing.
The addition of the cash election reflects the desire to provide
Battle Mountain shareholders a choice to receive either cash or shares
of Royal Gold. The share option will allow Battle Mountain's
shareholders to participate in any future growth of the combined company
following the closing of the merger.
The share consideration remained unchanged and is based on the
average closing price per share of Royal Gold's common stock for the
five trading day period up to and including the second business day
preceding (but not including) the closing date of the merger
transaction. The share consideration ranges from 0.0172 Royal Gold
shares per Battle Mountain shares held, if Royal Gold's stock price is
at or above $30.18, to 0.0179 Royal Gold shares per Battle Mountain
shares held, if Royal Gold's stock price is at or below $29.00. A
proportional adjustment will be made between these two trading prices.
The consideration payable to Battle Mountain's shareholders is
subject to a potential reduction or holdback for certain contingent
liabilities.
Battle Mountain has postponed the previously announced record
date of June 28, 2007, for the Battle Mountain shareholders meeting to
vote on the merger transaction. A new record date will be announced by
Battle Mountain in the near future.
Royal Gold has obtained option and support agreements from Mark
Kucher, Chairman of Battle Mountain, and from IAMGOLD Corporation
providing that each will vote its respective beneficially-owned shares
in favor of the merger transaction. The directors and other officers of
Battle Mountain have granted Royal Gold irrevocable proxies to vote
their beneficially-owned shares in favor of the merger transaction. As a
result of these agreements and irrevocable proxies, together with the
convertible Bridge Loan, Royal Gold beneficially owns approximately 57%
of the outstanding shares of Battle Mountain.
The amended merger agreement has been approved by both companies'
boards of directors. The closing of this transaction is subject to
Battle Mountain shareholder approval, receipt of regulatory approvals
and satisfaction of customary conditions.
Battle Mountain is a precious metals royalty company with a
portfolio consisting of royalties on 13 properties located mainly in the
Americas. Its principal assets include a 1.25% and a 2.0% net smelter
return ("NSR") royalty on gold production and a 2.0% NSR royalty on
silver production from the Dolores project in Mexico, which is under
development by Minefinders Corporation Ltd. Battle Mountain has
disclosed that their royalty properties contain approximately 4.8
million ounces of gold reserves and 136 million ounces of silver
reserves.
Royal Gold is the leading precious metals royalty company engaged
in the acquisition and management of precious metals 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." The company's web page is located at http://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. Such forward- looking statements include statements regarding
reserve estimates for Battle Mountain and matters regarding the
anticipated closing of the merger transaction. The principal assets of
Battle Mountain include royalty interests on a project not yet in
production. Like any royalty acquisition involving royalties on a
non-producing project, the royalty interest that will be acquired in the
merger transaction is subject to certain risks, such as the ability of
the operator to bring the project into production and operate in
accordance with the feasibility study and the ability of Royal Gold to
make accurate assumptions regarding valuation and timing and amount of
royalty payments. In addition, the various royalty interests that will
be acquired in the merger transaction are subject to risks associated
with conducting business in a foreign country, including application of
foreign laws to contract and other disputes, foreign environmental laws
and enforcement and uncertain political and economic environments.
Factors that could cause actual results to differ materially from
forward-looking statements include, among others, timing and benefits of
the consummation of the merger transaction, the satisfactory completion
of due diligence on Battle Mountain, 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 Royal Gold's Annual Report on Form 10-K, Battle Mountain's
Annual Report on Form 10-KSB, and other of the companies' filings with
the Securities and Exchange Commission ("SEC"). 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.
NOTE: This press release is not an offer to sell securities or
the solicitation of an offer to buy securities. In connection with the
proposed merger, Royal Gold intends to file a registration statement on
Form S-4, including a prospectus of Royal Gold, as well as other
materials with the SEC. Investors are urged to read the registration
statement, including the prospectus (and all amendments and supplements
to it) and other materials when they become available because they
contain important information. Investors will be able to obtain free
copies of the registration statement and the prospectus, when they
become available, as well as other filings containing information about
Royal Gold and Battle Mountain, without charge, at the SEC's web site (http://www.sec.gov). Copies of Royal Gold's filings may also be obtained without charge from Royal Gold at its web site (http://www.royalgold.com) or by directing a request to Royal Gold Inc., Attn.: Secretary, 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.