ROYAL GOLD, INC. (NASDAQ: RGLD) (TSX: RGL) and INTERNATIONAL
ROYALTY CORPORATION ("IRC") (TSX: IRC) (NYSE-A: ROY) today announced
that they obtained an Interim Order from the Ontario Superior Court of
Justice approving the calling, holding and conducting of a special
meeting of the IRC shareholders to consider the Plan of Arrangement
("Arrangement") between Royal Gold and IRC as announced on December 18,
2009, whereby Royal Gold would acquire all of the issued and outstanding
common shares of IRC.
Mailing of the meeting materials to IRC shareholders is planned to
commence today. All shareholders of record as of January 14,
2010, will receive a Notice of the Meeting, Management Information
Circular, Form of Proxy, Letter of Transmittal and an Election Form. The
meeting materials will also be available at www.sedar.com
and www.sec.gov.
The special meeting of IRC shareholders to approve the combination will
be held on Tuesday, February 16, 2010, at 9:00 a.m. MST at the Inverness
Hotel and Conference Center, Evergreen Room, 200 Inverness Drive West,
Englewood, Colorado. The hearing for the Final Order is expected to take
place on Friday, February 19, 2010, subject to the approval of the
Arrangement by IRC shareholders at the special meeting.
Under the Arrangement, IRC shareholders may elect to receive either
C$7.45 in cash or 0.1385 common shares of Royal Gold or a combination of
both, subject to a maximum of US$350 million in cash and a maximum of
7.75 million common shares of Royal Gold. If IRC shareholders elect to
receive more than approximately US$314 million in cash, the number of
Royal Gold common shares issued will be reduced on a pro-rated basis
until such cash election reaches a maximum of US$350 million. Assuming
the maximum share election, the consideration under the Arrangement will
consist, on average, of 0.0771 Royal Gold common shares plus US$3.12 in
cash for each IRC common share, implying 56% share consideration.
Assuming the maximum cash election, the consideration under the
Arrangement will consist, on average, of 0.0700 Royal Gold common shares
plus US$3.48 in cash for each IRC common share, implying 51% share
consideration.
Royal Gold has entered into voting agreements with IRC directors, senior
officers, and several significant IRC shareholders who collectively
represent approximately 34% of IRC Common Shares on a fully-diluted
basis.
About Royal Gold
Royal Gold is a precious metals royalty company engaged in the
acquisition and management of precious metal royalty interests. The
Company currently owns royalties on 118properties on six
continents, including royalties on 21 producing mines and 12 development
stage projects. 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."
About International Royalty Corporation
International Royalty is a global mineral royalty company. IRC currently
holds 84 royalties including an effective 2.7% NSR on the Voisey's Bay
mine, a sliding-scale NSR on the Chilean portion of the Pascua-Lama
project, a 1.5% NSR on the Las Cruces project and a 1.5% NSR on
approximately 3.0 million acres of gold lands in Western Australia. IRC
is senior listed on the Toronto Stock Exchange (TSX:IRC) as well as the
NYSE Amex (NYSE-A:ROY).
Cautionary "Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995: With the exception of historical
matters, the matters discussed in this press release are forward-looking
statements that involve risks and uncertainties that could cause actual
results to differ materially from projections or estimates contained
herein. Such forward-looking statements include the statement regarding
the proposed acquisition of IRC. The Company disclaims any
obligation to update any forward-looking statement made herein. Readers
are cautioned not to put undue reliance on forward-looking statements.
Royal Gold, Inc.
Karen Gross, 303-575-6504
Vice President and
Corporate Secretary