Royal Gold and Battle Mountain Amend Definitive Merger Agreement
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Royal Gold, Inc.
1660 Wynkoop St., Suite 1000
Denver, CO, 80202
Press release date: July 31, 2007
DENVER, July 31 /-- ROYAL GOLD, INC. (Nasdaq: RGLD; TSX: RGL) ("Royal Gold") and BATTLE MOUNTAIN GOLD EXPLORATION CORP. (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/.
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Source: Royal Gold, Inc.
CONTACT: Karen Gross, Vice President and Corporate Secretary of Royal Gold, Inc., +1-303-573-1660; or Mark Kucher, Chairman of Battle Mountain Gold Exploration Corp., +1-775-686-6081
Web site: http://www.royalgold.com/