(Exact name of registrant as specified in its charter)
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| Delaware
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001-13357
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84-0835164 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1660 Wynkoop Street, Suite 1000, Denver, CO
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80202-1132 |
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| (Address of principal executive offices)
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(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 Material Definitive Agreement.
As previously disclosed, on December 17, 2009, Royal Gold, Inc. (“Royal Gold”) and its wholly-owned
Canadian subsidiary (“Canco”) entered into an Arrangement Agreement (the “Agreement”) with
International Royalty Corporation (“IRC”), a global mineral royalty company based in Englewood,
Colorado, to undertake a Plan of Arrangement whereby Royal Gold, through Canco, and with the
unanimous support of IRC’s board of directors, will acquire all of the issued and outstanding
common shares of IRC.
On January 15, 2010, Royal Gold, Canco and IRC entered into an Amended and Restated Arrangement
Agreement (the “Amended and Restated Agreement”), effective as of December 17, 2010, which made
certain changes of a technical nature to the Agreement.
The Amended and Restated Agreement is filed as Exhibit 2.1 hereto and incorporated by reference
into this Item 1.01.
Cautionary Statements
The Amended and Restated Agreement, and the relevant schedules thereto, have been included to
provide investors with information regarding its terms. Except for its status as the contractual
document that establishes and governs the legal relations among the parties thereto with respect to
the transactions described above, the Amended and Restated Agreement is not intended to be a source
of factual, business or operational information about the parties.
The Amended and Restated Agreement, along with the relevant schedules thereto, contain
representations and warranties that Royal Gold and IRC made to each other as of specific dates. The
assertions embodied in those representations and warranties were made solely for purposes of
effectuating the transactions contemplated by the Amended and Restated Agreement and may be subject
to important qualifications and limitations agreed to by Royal Gold and IRC in connection with
negotiating its terms. Moreover, the representations and warranties may be subject to a contractual
standard of materiality that may be different from what may be viewed as material to shareholders,
or may have been used for the purpose of allocating risk between Royal Gold and IRC rather than
establishing matters as facts. For the foregoing reasons, no person should rely on the
representations and warranties as statements of factual information at the time they were made or
otherwise.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this
Item 3.02 by reference.