ROYAL GOLD INC (Form: 10-Q, Received: 11/03/2016 06:06:04)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2016

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-13357

Royal Gold, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		84-0835164
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation)		Identification No.)

1660 Wynkoop Street, Suite 1000
Denver, Colorado		80202
(Address of Principal Executive Offices)		(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

There were 65,315,629 shares of the Company’s common stock, par value $0.01 per share, outstanding as of October 26, 2016.

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INDEX

		PAGE

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Controls and Procedures	29

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosure	30

Item 5.	Other Information	30

Item 6.	Exhibits	30

SIGNATURES		30

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ITEM 1. FINANCIAL STATEMENTS

ROYAL GOLD, INC.

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	September 30, 2016		June 30, 2016
ASSETS
Cash and equivalents	$	133,042	$	116,633
Royalty receivables	23,951		17,990
Income tax receivable	21,028		20,043
Stream inventory	12,615		9,489
Prepaid expenses and other	1,350		614
Total current assets	191,986		164,769

Stream and royalty interests, net (Note 3)	2,898,094		2,848,087
Other assets	58,511		53,696
Total assets	$	3,148,591	$	3,066,552

LIABILITIES
Accounts payable	$	6,129	$	4,114
Dividends payable	15,023		15,012
Other current liabilities	4,433		3,554
Total current liabilities	25,585		22,680

Debt (Note 4)	674,029		600,685
Deferred tax liabilities	120,672		133,867
Uncertain tax positions	23,370		16,996
Other long-term liabilities	6,391		6,439
Total liabilities	850,047		780,667

Commitments and contingencies (Note 11)

EQUITY
Preferred stock, $.01 par value, authorized 10,000,000 shares authorized; and 0 shares issued	—		—
Common stock, $.01 par value, 100,000,000 shares authorized; and 65,142,812 and 65,093,950 shares outstanding, respectively	652		651
Additional paid-in capital	2,180,815		2,179,781
Accumulated earnings	63,349		48,584
Total Royal Gold stockholders’ equity	2,244,816		2,229,016
Non-controlling interests	53,728		56,869
Total equity	2,298,544		2,285,885
Total liabilities and equity	$	3,148,591	$	3,066,552

The accompanying notes are an integral part of these consolidated financial statements.

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ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited, in thousands except share data)

	For The Three Months Ended
	September 30,			September 30,
	2016			2015
Revenue	$	117,947		$	74,056

Costs and expenses
Cost of sales	22,662			11,466
General and administrative	10,507			9,510
Production taxes	497			1,592
Exploration costs	3,288			3,156
Depreciation, depletion and amortization	40,102			27,147
Total costs and expenses	77,056			52,871

Operating income	40,891			21,185

Interest and other income	1,557			265
Interest and other expense	(8,305		)	(7,214		)
Income before income taxes	34,143			14,236

Income tax expense	(7,188		)	(59,177		)
Net income (loss)	26,955			(44,941		)
Net loss (income) attributable to non-controlling interests	2,832			(105		)
Net income (loss) attributable to Royal Gold common stockholders	$	29,787		$	(45,046	)

Net income (loss)	$	26,955		$	(44,941	)
Adjustments to comprehensive income (loss), net of tax
Unrealized change in market value of available-for-sale securities	—			(449		)
Comprehensive income (loss)	26,955			(45,390		)
Comprehensive loss (income) attributable to non-controlling interests	2,832			(105		)
Comprehensive income (loss) attributable to Royal Gold stockholders	$	29,787		$	(45,495	)

Net income (loss) per share available to Royal Gold common stockholders:

Basic earnings (loss) per share	$	0.46		$	(0.69	)
Basic weighted average shares outstanding	65,116,686			65,048,439
Diluted earnings (loss) per share	$	0.46		$	(0.69	)
Diluted weighted average shares outstanding	65,280,904			65,048,439
Cash dividends declared per common share	$	0.23		$	0.22

The accompanying notes are an integral part of these consolidated financial statements.

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ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	For The Three Months Ended
	September 30,			September 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	26,955		$	(44,941	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	40,102			27,147
Amortization of debt discount and issuance costs	3,351			3,197
Non-cash employee stock compensation expense	4,144			4,227
Tax benefit of stock-based compensation exercises	24			150
Deferred tax expense	(1,030		)	11,767
Other	(153		)	(390		)
Changes in assets and liabilities:
Royalty receivables	(5,962		)	13,142
Stream inventory	(3,125		)	(1,981		)
Income taxes receivable	(16,480		)	(17,192		)
Prepaid expenses and other assets	(1,724		)	(2,682		)
Accounts payable	1,777			3,266
Uncertain tax positions	6,374			77
Other liabilities	879			6,704
Net cash provided by operating activities	$	55,132		$	2,491

Cash flows from investing activities:
Acquisition of stream and royalty interests	(90,083		)	(1,300,881		)
Andacollo royalty termination	—			345,000
Golden Star term loan	—			(20,000		)
Other	(226		)	(228		)
Net cash used in investing activities	$	(90,309	)	$	(976,109	)

Cash flows from financing activities:
Borrowings from revolving credit facility	70,000			350,000
Net payments from issuance of common stock	(2,038		)	—
Common stock dividends	(15,012		)	(14,341		)
Purchase of additional royalty interest from non-controlling interest	(1,025		)	—
Tax expense of stock-based compensation exercises	(24		)	(150		)
Other	(315		)	(430		)
Net cash provided by financing activities	$	51,586		$	335,079
Net increase (decrease) in cash and equivalents	16,409			(638,539		)
Cash and equivalents at beginning of period	116,633			742,849
Cash and equivalents at end of period	$	133,042		$	104,310

The accompanying notes are an integral part of these consolidated financial statements.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS

Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals streams, royalties and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development stage in exchange for stream or royalty interests. A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine at a price determined for the life of the transaction by the purchase agreement. Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.

Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in this Form 10-Q. Operating results for the three months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. These interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission on August 11, 2016 (“Fiscal 2016 10-K”).

Certain amounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements. Reclassified amounts were not material to the financial statements.

Recently Issued Account Standards

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) guidance to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation with actual forfeitures as they occur, as well as certain classifications on the statement of cash flows. The new guidance is effective for the Company’s fiscal year beginning July 1, 2017. Early adoption is permitted, as long as all of the amendments are adopted in the same period. We are currently evaluating the impact this guidance will have on our consolidated financial statements and footnote disclosures.

In May 2014, the FASB issued ASU guidance for the recognition of revenue from contracts with customers. Subsequent to the issuance of this ASU guidance, the FASB issued additional related ASU’s on revenue recognition. The effective date and transition requirements for all of these ASU’s are the same. Specifically, the guidance under these ASU’s is to be applied using a full retrospective method or a modified retrospective method, as described in the guidance, and is effective for the Company’s fiscal year beginning July 1, 2018. The Company is currently evaluating the level of effort needed to implement the guidance, evaluating the provisions of each new guidance, and assessing their impact on

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

the Company’s consolidated financial statements and disclosures, as well as which transitions method we intend to use.

2. ACQUISITIONS

Acquisition of Additional Royalty Interests at Cortez

On September 19, 2016, Royal Gold, through its wholly-owned subsidiary, Denver Mining Finance Company, Inc., acquired a 3.75% Net Value Royalty (“NVR”) covering a significant area of Barrick Gold Corporation’s (“Barrick”) Cortez mine, including the Crossroads deposit, from a private party seller for total consideration of $70 million. With this acquisition, Royal Gold’s interests at Cortez Crossroads comprise a 4.43% NVR and a 5% sliding-scale Gross Smelter Return (“GSR”) royalty at current gold prices. Royal Gold’s interests on production from the Pipeline and South Pipeline deposits as well as portions of the Gap deposit are comprised of a 4.83% NVR and a 5.71% GSR royalty at current gold prices.

The acquisition of the additional royalty interests at Cortez has been accounted for as an asset acquisition. The portion of the acquisition, plus direct transaction costs, attributable to the Pipeline and South Pipeline deposits as well as portions of the Gap deposit ($10.2 million) has been recorded as a production stage royalty interest while the portion of the acquisition attributable to the Crossroads deposit ($59.8 million) has been recorded as a development stage royalty interest and both are included within Stream and royalty interests, net, on our consolidated balance sheets.

3. STREAM AND ROYALTY INTERESTS

The following tables summarize the Company’s royalty and stream interests as of September 30, 2016 and June 30, 2016.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

As of September 30, 2016 (Amounts in thousands):	Cost		Accumulated Depletion			Net
Production stage stream interests:
Mount Milligan	$	783,046	$	(84,689	)	$	698,357
Pueblo Viejo	610,404		(31,543		)	578,861
Andacollo	388,182		(24,913		)	363,269
Wassa and Prestea	116,438		(10,015		)	106,423
Total production stage stream interests	1,898,070		(151,160		)	1,746,910

Production stage royalty interests:
Voisey’s Bay	205,724		(85,671		)	120,053
Peñasquito	99,172		(30,911		)	68,261
Holt	34,612		(17,917		)	16,695
Cortez	20,870		(10,175		)	10,695
Other	483,643		(316,929		)	166,714
Total production stage royalty interests	844,021		(461,603		)	382,418
Total production stage stream and royalty interests	2,742,091		(612,763		)	2,129,328

Development stage stream interests:
Rainy River	100,718		—			100,718
Other	12,031		—			12,031
Total development stage stream interests	112,749		—			112,749

Development stage royalty interests:
Pascua-Lama	380,657		—			380,657
Cortez	59,803		—			59,803
Other	63,811		—			63,811
Total development stage royalty interests	504,271		—			504,271
Total development stage stream and royalty interests	617,020		—			617,020
Total exploration stage royalty interests	151,746		—			151,746
Total stream and royalty interests	$	3,510,857	$	(612,763	)	$	2,898,094

As of June 30, 2016 (Amounts in thousands):	Cost		Accumulated Depletion			Impairments			Net
Production stage stream interests:
Mount Milligan	$	783,046	$	(74,060	)	$	—		$	708,986
Pueblo Viejo	610,404		(21,902		)	—			588,502
Andacollo	388,182		(18,286		)	—			369,896
Wassa and Prestea	96,413		(7,816		)	—			88,597
Total production stage stream interests	1,878,045		(122,064		)	—			1,755,981

Production stage royalty interests:
Voisey’s Bay	205,724		(85,671		)	—			120,053
Peñasquito	99,172		(29,898		)	—			69,274
Holt	34,612		(17,124		)	—			17,488
Cortez	10,630		(10,000		)	—			630
Other	531,735		(342,460		)	(18,605		)	170,670
Total production stage royalty interests	881,873		(485,153		)	(18,605		)	378,115
Total Production stage stream and royalty interests	2,759,918		(607,217		)	(18,605		)	2,134,096

Development stage stream interests:
Rainy River	100,706		—			—			100,706
Other	87,883		(153		)	(75,702		)	12,028
Total development stage stream interests	188,589		(153		)	(75,702		)	112,734

Development stage royalty interests:
Pascua-Lama	380,657		—			—			380,657
Other	66,414		—			—			66,414
Total development stage royalty interests	447,071		—			—			447,071
Total Development stage stream and royalty interests	635,660		(153		)	(75,702		)	559,805
Total Exploration stage royalty interests	155,997		—			(1,811		)	154,186
Total stream and royalty interests	$	3,551,575	$	(607,370	)	$	(96,118	)	$	2,848,087

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Amendment to Mount Milligan

Refer to Note 12 for further discussion on the amendment to our Mount Milligan stream effective October 20, 2016.

4. DEBT

The Company’s non-current debt as of September 30, 2016 and June 30, 2016 consists of the following:

	As of September 30, 2016										As of June 30, 2016
	Principal		Unmortized Discount			Debt Issuance Costs			Total		Principal		Unmortized Discount			Debt Issuance Costs			Total
	(Amounts in thousands)										(Amounts in thousands)

Convertible notes due 2019	$	370,000	$	(34,092	)	$	(3,616	)	$	332,292	$	370,000	$	(36,943	)	$	(3,934	)	$	329,123
Revolving credit facility	345,000		—			(3,263		)	341,737		275,000		—			(3,438		)	271,562
Total debt	$	715,000	$	(34,092	)	$	(6,879	)	$	674,029	$	645,000	$	(36,943	)	$	(7,372	)	$	600,685

Convertible Senior Notes Due 2019

In June 2012, the Company completed an offering of $370 million aggregate principal amount of 2.875% convertible senior notes due 2019 (“2019 Notes”). The 2019 Notes bear interest at the rate of 2.875% per annum, and the Company is required to make semi-annual interest payments on the outstanding principal balance of the 2019 Notes on June 15 and December 15 of each year, beginning December 15, 2012. The 2019 Notes mature on June 15, 2019. Interest expense recognized on the 2019 Notes for the three months ended September 30, 2016, was $5.8 million compared to $5.6 million for the three months ended September 30, 2015, and included the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs.

Revolving credit facility

The Company maintains a $650 million revolving credit facility. The acquisition discussed in Note 2 was funded from our revolving credit facility during the quarter ended September 30, 2016. As of September 30, 2016, the Company had $345 million outstanding and $305 million available under the revolving credit facility. Borrowings under the revolving credit facility bear interest at a floating rate of LIBOR plus a margin of 1.25% to 3.00%, based on Royal Gold’s defined leverage ratio. As of September 30, 2016, the interest rate on borrowings under the revolving credit facility was LIBOR plus 1.75% for an all-in rate of 2.28%. Royal Gold may repay borrowings under the revolving credit facility at any time without premium or penalty.

As discussed in Note 6 to the notes to consolidated financial statements in the Company’s Fiscal 2016 10-K, the Company has financial covenants associated with its revolving credit facility. At September 30, 2016, the Company was in compliance with each financial covenant.

5. REVENUE

Revenue is comprised of the following:

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

	For The Three Months Ended
	September 30,		September 30,
	2016		2015
	(Amounts in thousands)
Stream interests	$	85,504	$	37,857
Royalty interests	32,443		36,199
Total revenue	$	117,947	$	74,056

6. STOCK-BASED COMPENSATION

The Company recognized stock-based compensation expense as follows:

	For The Three Months Ended
	September 30,		September 30,
	2016		2015
	(Amounts in thousands)
Stock options	$	108	$	109
Stock appreciation rights	468		392
Restricted stock	1,374		1,370
Performance stock	2,194		2,356
Total stock-based compensation expense	$	4,144	$	4,227

Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income (loss).

During the three months ended September 30, 2016 and 2015, the Company granted the following stock-based compensation awards:

	For The Three Months Ended
	September 30,	September 30,
	2016	2015
	(Number of shares)
Stock options	7,200	24,312
Stock appreciation rights	63,340	97,817
Restricted stock	44,890	72,062
Performance stock	29,830	47,297
Total equity awards granted	145,260	241,488

As of September 30, 2016 , unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards was as follows:

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

	Unrecognized compensation expense		Weighted- average vesting period (years)
Stock options	$	608	2.0
Stock appreciation rights	3,211		2.2
Restricted stock	7,506		3.3
Performance stock	3,877		1.5

7. EARNINGS PER SHARE (“EPS”)

Basic earnings (loss) per common share were computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Company’s unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. The Company’s unexercised stock options, unexercised SSARs and unvested performance stock do not contain rights to dividends. Under the two-class method, the earnings (loss) used to determine basic earnings (loss) per common share are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings (loss) per common share.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

The following tables summarize the effects of dilutive securities on diluted EPS for the period:

	For The Three Months Ended
	September 30,		September 30,
	2016		2015
	(in thousands, except per share data)

Net income (loss) available to Royal Gold common stockholders	$	29,787	$	(45,046	)
Weighted-average shares for basic EPS	65,116,686		65,048,439
Effect of other dilutive securities	164,218		—
Weighted-average shares for diluted EPS	65,280,904		65,048,439
Basic earnings (loss) per share	$	0.46	$	(0.69	)
Diluted earnings (loss) per share	$	0.46	$	(0.69	)

The calculation of weighted average shares includes all of our outstanding common stock. The Company intends to settle the principal amount of the 2019 Notes in cash. As a result, there will be no impact to diluted earnings per share unless the share price of the Company’s common stock exceeds the conversion price of $103.52.

8. INCOME TAXES

	For The Three Months Ended
	September 30,			September 30,
	2016			2015
	(Amounts in thousands, except rate)

Income tax expense	$	7,188		$	59,177
Effective tax rate	21.1		%	415.7		%

The higher effective tax rate for the three months ended September 30, 2015, as compared to the three months ended September 30, 2016, is primarily due to the prior year discrete tax impacts attributable to the Company’s Andacollo transaction and liquidation of our Chilean subsidiary.

9. SEGMENT INFORMATION

The Company manages its business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests. Royal Gold’s long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table:

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

	As of September 30, 2016						As of June 30, 2016
	Stream interest		Royalty interest		Total stream and royalty interests, net		Stream interest		Royalty interest		Total stream and royalty interests, net
Canada	$	799,075	$	226,652	$	1,025,727	$	809,692	$	228,566	$	1,038,258
Dominican Republic	578,861		—		578,861		588,502		—		588,502
Chile	363,269		453,554		816,823		369,896		453,629		823,525
Mexico	—		115,902		115,902		—		118,899		118,899
United States	—		170,128		170,128		—		102,385		102,385
Africa	106,422		666		107,088		88,596		697		89,293
Australia	—		41,007		41,007		—		42,547		42,547
Other	12,032		30,526		42,558		12,029		32,649		44,678
Total	$	1,859,659	$	1,038,435	$	2,898,094	$	1,868,715	$	979,372	$	2,848,087

The Company’s revenue, cost of sales and net revenue by reportable segment for the three months ended September 30, 2016 and 2015, is geographically distributed as shown in the following table:

	Three Months Ended September 30, 2016						Three Months Ended September 30, 2015
	Revenue		Cost of sales		Net revenue		Revenue		Cost of sales		Net revenue
Streams:
Canada	$	38,386	$	12,578	$	25,808	$	23,518	$	9,128	$	14,390
Chile	20,169		2,998		17,171		10,715		1,604		9,111
Dominican Republic	20,950		5,896		15,054		—		—		—
Africa	5,999		1,190		4,809		3,624		734		2,890
Total streams	$	85,504	$	22,662	$	62,842	$	37,857	$	11,466	$	26,391

Royalties:
Mexico	$	9,596	$	—	$	9,596	$	10,805	$	—	$	10,805
United States	9,706		—		9,706		10,213		—		10,213
Canada	6,188		—		6,188		10,401		—		10,401
Australia	3,462		—		3,462		2,451		—		2,451
Africa	824		—		824		257		—		257
Chile	489		—		489		—		—		—
Other	2,178		—		2,178		2,072		—		2,072
Total royalties	$	32,443	$	—	$	32,443	$	36,199	$	—	$	36,199
Total streams and royalties	$	117,947	$	22,662	$	95,285	$	74,056	$	11,466	$	62,590

10. FAIR VALUE MEASUREMENTS

FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1: Quoted prices for identical instruments in active markets;

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3: Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

The following table sets forth the Company’s financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.

	At September 30, 2016
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
Assets (In thousands):
Warrants (1)	$	3,244	$	3,244	$	—	$	3,244	$	—
Total assets			$	3,244	$	—	$	3,244	$	—

Liabilities (In thousands):
Debt (2)	$	412,908	$	418,322	$	418,322	$	—	$	—
Total liabilities			$	418,322	$	418,322	$	—	$	—

(1) Included in Other assets on the Company’s consolidated balance sheets.

(2) Included in the carrying amount is the equity component of our 2019 Notes in the amount of $77 million, which is included within Additional paid-in capital on the Company’s consolidated balance sheets.

The Company’s debt classified within Level 1 of the fair value hierarchy is valued using quoted prices in an active market. The carrying value of the Company’s revolving credit facility (Note 4) approximates fair value as of September 30, 2016. The warrants classified within Level 2 of the fair value hierarchy are valued at each reporting period using the Black-Scholes model. The warrants are part of the term loan funded to Golden Star Resources Ltd. in July 2015 and have been classified as a financial asset instrument. Any change in the fair value of the warrants at subsequent reporting periods will be recorded within Interest and other income on our consolidated statements of operations and comprehensive (loss) income.

As of September 30, 2016, the Company also had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, intangible assets and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.

11. COMMITMENTS AND CONTINGENCIES

Rainy River Gold and Silver Stream Acquisition

As of September 30, 2016, the Company has a remaining commitment, subject to certain conditions, of $75.0 million as part of its Rainy River gold and silver stream acquisition in August 2015.

Wassa and Prestea Gold Stream Acquisition and Amendment

As of September 30, 2016, the Company has a remaining commitment, subject to certain conditions, of $30.0 million as part of its Wassa and Prestea gold stream acquisition (July 2015) and amendment (December 2015). On October 1, 2016, the Company made an advance payment of $20 million and expects to fund the remaining $10 million on January 1, 2017, subject to certain conditions.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Ilovica Gold Stream Acquisition

As of September 30, 2016, the Company has a remaining commitment, subject to certain conditions, of $163.75 million as part of its Ilovica gold stream acquisition in October 2014.

Voisey’s Bay

The Company indirectly owns a royalty on the Voisey’s Bay mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited (“VNL”). The royalty is directly owned by the Labrador Nickel Royalty Limited Partnership (“LNRLP”), in which the Company’s wholly-owned indirect subsidiary, Voisey’s Bay Holding Corporation, is the general partner and 90% owner. The remaining 10% interest in LNRLP is owned by Altius Royalty Corporation, a company unrelated to Royal Gold.

On December 5, 2014, LNRLP filed amendments to its October 16, 2009 Statement of Claim in the Supreme Court of Newfoundland and Labrador Trial Division against Vale Inco Limited, now known as Vale Canada Limited (“Vale Canada”) and its wholly-owned subsidiaries, Vale Inco Atlantic Sales Limited and VNL, related to calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey’s Bay mine. LNRLP asserts that the defendants have incorrectly calculated the NSR since production at Voisey’s Bay began in late 2005, have indicated an intention to calculate the NSR in a manner LNRLP believes will violate the royalty agreement as Voisey’s Bay concentrates are processed at Vale’s new Long Harbour processing facility, and have breached their contractual duties of good faith and honest performance in several ways. LNRLP requests an order in respect of the correct calculation of future payments, and unspecified damages for non-payment and underpayment of past royalties to the date of the claim, together with additional damages until the date of trial, interest, costs and other damages. The litigation is in the discovery phase.

12. SUBSEQUENT EVENT

Mount Milligan Stream Amendment

On October 20, 2016, Centerra Gold Inc. (“Centerra”) and Thompson Creek Metals Inc. (“Thompson Creek”) completed the Plan of Arrangement (the “Arrangement”) previously announced on July 5, 2016, pursuant to which Centerra acquired all of the issued and outstanding common shares of Thompson Creek. RGLD Gold AG’s (“RGLD Gold”) streaming interest at Mount Milligan was amended (the “amendment”) concurrently with the closing of the Arrangement.

Under the terms of the amendment, RGLD Gold’s 52.25% gold stream at Mount Milligan was amended to a 35% gold stream and an 18.75% copper stream. RGLD Gold will continue to pay $435 per ounce of gold delivered and will pay 15% of the spot price per metric tonne of copper delivered. Mount Milligan gold in concentrate in transit prior to October 20, 2016, will be delivered to RGLD Gold under the current 52.25% stream. Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement, and RGLD Gold expects to begin receiving gold and copper deliveries reflecting the amended stream agreement around March 2017.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), recommends that you read this MD&A in conjunction with our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2016 (the “Fiscal 2016 10-K”).

This MD&A contains forward-looking information. You should review our important note about forward-looking statements following this MD&A.

We refer to “GSR,” “NSR,” “NVR,” “metal stream (or “stream”)” and other types of royalty or similar interests throughout this MD&A. These terms are defined in our Fiscal 2016 10-K.

Statement Regarding Third Party Information

Certain information provided in this report, including production estimates for calendar 2016, has been provided to us by the operators of properties where we own interests or is publicly available information filed by these operators with applicable securities regulatory bodies, including the Securities and Exchange Commission. Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for, the accuracy, completeness or fairness of such third-party information and refers the reader to the public reports filed by the operators for information regarding those properties.

Overview

Royal Gold, together with its subsidiaries , is engaged in the business of acquiring and managing precious metal streams, royalties, and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development stage in exchange for stream or royalty interests.

We manage our business under two segments:

Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the term of the agreement. As of September 30, 2016, we owned stream interests on four producing properties and three development stage properties. As discussed further in our Fiscal 2016 10-K, we closed and funded approximately $1.4 billion in stream interests in our fiscal year 2016, including stream interests relating to Pueblo Viejo, Andacollo, Wassa and Prestea, and Rainy River. Stream interests accounted for approximately 72% and 51% of our total revenue for the three months ended September 30, 2016 and 2015, respectively. We expect stream interests to continue representing a significant proportion of our total revenue.

Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of September 30, 2016, we owned royalty interests on 34 producing properties, 21 development stage properties and 131 exploration stage properties, of which we consider 50 to be evaluation stage projects. We use “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. Royalties accounted

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for approximately 28% and 49% of our total revenue for the three months ended September 30, 2016 and 2015, respectively.

We do not conduct mining operations on the properties in which we hold stream and royalty interests, and except for our interest in the Peak Gold, LLC joint venture, we generally are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties.

In the ordinary course of business, we engage in a continual review of opportunities to acquire existing stream and royalty interests, to establish new streams on operating mines, to create new stream and royalty interests through the financing of mine development or exploration, or to acquire companies that hold stream and royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.

Our financial results are primarily tied to the price of gold and, to a lesser extent, the price of silver and copper, together with the amounts of production from our producing stage stream and royalty interests. The price of gold, silver, copper and other metals has fluctuated widely in recent years. The marketability and the price of metals are influenced by numerous factors beyond the control of the Company and significant declines in the price of gold, silver or copper could have a material and adverse effect on the Company’s results of operations and financial condition.

For the three months ended September 30, 2016 and 2015, gold, silver and copper price averages and percentage of revenue by metal were as follows:

	Three Months Ended
	September 30, 2016				September 30, 2015
Metal	Average Price		Percentage of Revenue		Average Price		Percentage of Revenue
Gold ($/ounce)	$	1,335	88	%	$	1,124	81	%
Silver ($/ounce)	$	19.61	7	%	$	14.91	3	%
Copper ($/pound)	$	2.16	2	%	$	2.39	5	%
Other	N/A		3	%	N/A		11	%

Recent Business Developments

Mount Milligan Stream Amendment

Mount Milligan gold in concentrate in transit prior to October 20, 2016, will be delivered to RGLD Gold under the current 52.25% stream. Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement, and RGLD Gold expects

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to begin receiving gold and copper deliveries reflecting the amended stream agreement around March 2017.

In connection with the amendment, RGLD Gold’s first ranking security over 52.25% of gold produced from the Mount Milligan assets was amended to provide for first ranking security over 35% of produced gold and 18.75% of produced copper. RGLD Gold’s other existing security over the Mount Milligan assets remains unaffected.

Acquisition of Additional Royalty Interests at Cortez

As of December 31, 2015, proven and probable reserves subject to Royal Gold’s interests at Cortez were estimated at 3.7 million ounces of gold, including approximately 3 million gold ounces at Crossroads. Waste stripping at Crossroads is underway and production is expected to begin in calendar 2018.

Principal Stream and Royalty Interests

The Company considers both historical and future potential revenues in determining which stream and royalty interests in our portfolio are principal to our business. Estimated future potential revenues from both producing and development properties are based on a number of factors, including reserves subject to our stream and royalty interests, production estimates, feasibility studies, metal price assumptions, mine life, legal status and other factors and assumptions, any of which could change and could cause the Company to conclude that one or more of such stream and royalty interests are no longer principal to our business. Currently, our principal producing and development stream and royalty interests are listed alphabetically in the following tables.

Please refer to our Fiscal 2016 10-K for further discussion of our principal producing and development stream and royalty interests.

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Principal Producing Properties

			Stream or royalty interests
Mine	Location	Operator	(Gold unless otherwise stated)
Andacollo	Region IV, Chile	Compañía Minera Teck Carmen de Andacollo (“Teck”)	Gold stream - 100% of gold produced (until 900,000 ounces delivered; 50% thereafter)

Cortez	Nevada, USA	Barrick	GSR1: 0.40% to 5.0% sliding-scale GSR
			GSR2: 0.40% to 5.0% sliding-scale GSR
			GSR3: 0.71% GSR
			NVR1: 4.83% NVR; 4.43% NVR (Crossroads)

Mount Milligan (1)	British Columbia, Canada	Centerra	Gold stream - 35.00% of payable gold Copper stream - 18.75% of payable copper

Peñasquito	Zacatecas, Mexico	Goldcorp Inc. (“Goldcorp”)	2.0% NSR (gold, silver, lead, zinc)

Pueblo Viejo	Sanchez Ramirez, Domincan Republic	Barrick (60%)	Gold stream - 7.5% of gold produced (until 990,000 ounces delivered; 3.75% thereafter) Silver stream - 75% of silver produced (until 50.0 million ounces delivered; 37.5% thereafter)

Wassa and Prestea (2)	Western Region of Ghana	Golden Star Resources Ltd. (“Golden Star”)	Gold stream - 9.25% of gold produced

(1) Refer to Recent Business Developments above for discussion on the amendment to our Mount Milligan stream. The Company’s gold stream interest was 52.25% during the three months ended September 30, 2016. Pursuant to the amendment to the Mount Milligan streaming agreement, the Company has a 35.0% gold stream and a 18.75% copper stream. Mount Milligan gold in concentrate that is currently in transit will be delivered under the 52.25% stream.

(2) Gold stream percentage increases to 10.5% upon the earlier of (i) December 31, 2017 or (ii) the date at which Wassa and Prestea underground projects achieve commercial production.

Principal Development Stage Properties

			Stream or royalty interests
Mine	Location	Operator	(Gold unless otherwise stated)
Rainy River	Ontario, Canada	New Gold, Inc. (“New Gold”)	Gold stream - 6.5% of gold produced (until 230,000 ounces delivered; 3.25% thereafter) Silver stream - 60% of silver produced (until 3.1 million ounces delivered; 30% thereafter)

Pascua-Lama	Region III, Chile	Barrick	0.78% to 5.45% sliding-scale NSR 1.09% fixed rate royalty (copper)

Operators’ Production Estimates by Stream and Royalty Interest for Calendar 2016

We received annual production estimates from many of the operators of our producing mines during the first calendar quarter of 2016. The following table shows such production estimates for our principal producing properties for calendar 2016 as well as the actual production reported to us by the various operators through September 30, 2016. The estimates and production reports are prepared by the operators of the mining properties. We do not participate in the preparation or calculation of the operators’ estimates or production reports and have not independently assessed or verified the accuracy of such information. Please refer to “Property Developments” below within this MD&A for further discussion on our principal producing or development stage properties.

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Operators’ Estimated and Actual Production by Stream and Royalty Interest for Calendar 2016

Principal Producing Properties

For the period January 1, 2016 through September 30, 2016

				Calendar 2016 Operator’s Production
	Calendar 2016 Operator’s Production Estimate (1)			Actual (2),(3)
	Gold	Silver	Base Metals	Gold	Silver	Base Metals
Stream/Royalty	(oz.)	(oz.)	(lbs.)	(oz.)	(oz.)	(lbs.)
Stream:
Andacollo (4)	57,600	—	—	40,100	—	—
Mount Milligan (5)	240,000-270,000	—	—	99,700	—	—
Pueblo Viejo (6)	670,000-700,000	Not provided		511,000	Not provided	—
Wassa and Prestea (7)	180,000-205,000			95,700
Royalty:
Cortez GSR1	119,200	—	—	53,100	—	—
Cortez GSR2	1,300	—	—	3,100	—	—
Cortez GSR3	120,500	—	—	56,200	—	—
Cortez NVR1	68,900	—	—	36,600	—	—
Peñasquito (8)	520,000-580,000	22-24 million	—	282,000	13.1 million	—
Lead (8)			145-155 million			79.8 million
Zinc (8)			375-400 million			184.6 million

(1) Production estimates received from our operators are for calendar 2016. There can be no assurance that production estimates received from our operators will be achieved. Please refer to our cautionary language regarding forward-looking statements following this MD&A, as well as the Risk Factors identified in Part I, Item 1A, of our Fiscal 2016 10-K for information regarding factors that could affect actual results.

(2) Actual production figures shown are from our operators and cover the period January 1, 2016 through September 30, 2016, unless otherwise noted.

(3) Actual production figures for Cortez are based on information provided to us by the operators, and actual production figures for Andacollo, Mount Milligan, Pueblo Viejo, Peñasquito (gold) and Wassa and Prestea are the operators’ publicly reported figures.

(4) The estimated and actual production figures shown for Andacollo are contained gold in concentrate.

(5) The estimated and actual production figures shown for Mount Milligan are payable gold in concentrate. Actual production shown is for the six months ended June 30, 2016. Nine months ended September 30, 2016, information was not available from the operator as of the date of this report.

(6) The estimated and actual production figures shown are payable gold in doré and represent Barrick’s 60% interest in Pueblo Viejo. In October 2016, Barrick increased their calendar 2016 gold production guidance from 600,000-650,000 ounces to 670,000-700,000 ounces.

(7) The estimated production figure shown is payable gold in doré. Actual production shown is for the six months ended June 30, 2016. Nine months ended September 30, 2016, information was not available from the operator as of the date of this report.

(8) The estimated gold and silver production figures reflect payable gold and silver in concentrate and doré, while the estimated lead and zinc production figures reflect payable metal in concentrate. The Company’s royalty interest at Peñasquito includes gold, silver, lead and zinc.

Property Developments

The following information is provided by the operators of the property, either to Royal Gold or in various documents made publicly available.

Stream Interests

Andacollo

Gold stream deliveries from Andacollo were approximately 15,300 ounces for the three months ended September 30, 2016, compared to approximately 9,800 ounces for the three months ended September 30, 2015. Teck indicated that they expect calendar 2016 gold grade and production to exceed calendar 2015. Teck reported copper production increased by 12% when compared to the prior year quarter due to

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improved throughput , which primarily resulted from a deferral of major plant maintenance to later in calendar 2016 and a focus on improving operational efficiency in the flotation circuit.

Mount Milligan

Gold stream deliveries from Mount Milligan were approximately 29,900 ounces for the three months ended September 30, 2016, compared to approximately 23,800 ounces for the three months ended September 30, 2015. The increase during the current quarter is primarily attributable to improved throughput and grade.

For the remainder of calendar 2016, the primary operational focus at Mount Milligan is to continue to optimize the mine and mill throughput with the expectation to gradually increase recoveries. In October 2016, Thompson Creek announced that commissioning of the secondary crusher commenced and that the first feed through the secondary crusher is expected near the end of October 2016. Centerra expects Mount Milligan gold production will be at the lower end of their calendar 2016 production guidance of 240,000 to 270,000 ounces and copper production to be on the higher end of the calendar 2016 guidance of 55 million to 65 million pounds.

Please refer to “Recent Business Developments” earlier in this MD&A for discussion on amendments to our Mount Milligan stream.

Pueblo Viejo

Stream deliveries from Pueblo Viejo were approximately 13,700 ounces of gold and approximately 543,300 ounces of silver for the three months ended September 30, 2016. RGLD Gold AG began receiving gold and silver deliveries during the quarter ended December 31, 2015 and March 31, 2016, respectively. Barrick reported that gold recovery improved during the current quarter as a result of higher grade and lower carbonaceous ore content. Barrick also reported that silver recovery achieved its best quarterly performance to date at 67% during the current quarter, through process refinements and higher pre-heater availability.

Wassa and Prestea

Gold stream deliveries from Wassa and Prestea were approximately 4,500 ounces for the three months ended September 30, 2016, compared to approximately 6,300 ounces for the three months ended September 30, 2015. The prior year quarter benefited from the inclusion of one-third of the ounces for production associated with April 2015 through July 2015, per the stream agreement. The open pit operations at Wassa and Prestea continued to be the primary source of production during the current quarter. In July 2016, Golden Star stated they are on track to achieve their full year calendar 2016 production guidance of between 180,000 to 205,000 ounces of gold.

In July 2016, Golden Star announced that pre-commercial production commenced at the Wassa underground gold mine, as scheduled. Golden Star expects Wassa underground to achieve commercial production in early calendar 2017, at which time it is expected to deliver 2,000 to 2,500 tonnes of ore per day. The Prestea underground project is currently in development, and Golden Star expects first production at the Prestea underground project in mid-calendar 2017.

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Royalty Interests

Cortez

Production attributable to our royalty interests at Cortez during the three months ended September 30, 2016, was in-line with production during the prior year quarter. Waste stripping at Crossroads, which is subject to our royalty interest, restarted in October 2016 and is currently ongoing.

Please refer to “Recent Business Developments” earlier in this MD&A for discussion on the acquisition of additional royalty interests at Cortez.

Peñasquito

Gold, silver, lead and zinc production attributable to our royalty interest at Peñasquito decreased approximately 56%, 29%, 33% and 39%, respectively, during the three months ended September 30, 2016, when compared to the three months ended September 30, 2015. The decrease in production is attributable to lower grades and lower recoveries associated with processing lower grade stockpile ore. Goldcorp reported that mining shifted from the lower grade upper transitional ore into higher grade ore in the lower portion of the pit towards the end of the September 2016 quarter. Goldcorp expects gold grades to continue to improve during the December 2016 quarter as the mine continues mining deeper into the higher gold grade zone.

Goldcorp reported that the Northern Well Field project, which will satisfy Peñasquito’s long-term water requirements, ramped up as expected and reached full design capacity in the fourth quarter of calendar 2016.

Results of Operations

Quarter Ended September 30, 2016, Compared to Quarter Ended September 30, 2015

For the quarter ended September 30, 2016, we recorded net income attributable to Royal Gold stockholders of $29.8 million, or $0.46 per basic and diluted share, as compared to a net loss attributable to Royal Gold stockholders of $45.0 million, or ($0.69) per basic and diluted share, for the quarter ended September 30, 2015. The increase in our earnings per share in the current period was primarily attributable to an increase in our revenue, as discussed below. During the prior year quarter, the Company’s income tax expense increased due to the termination of the Andacollo royalty interest and the liquidation of our Chilean subsidiary by approximately $56.0 million. The effect of the tax expense attributable to the termination of the Andacollo royalty interest during the quarter ended September 30, 2015, was $0.86 per share.

For the quarter ended September 30, 2016, we recognized total revenue of $117.9 million, which is comprised of stream revenue of $85.5 million and royalty revenue of $32.4 million, at an average gold price of $1,335 per ounce, an average silver price of $19.61 per ounce and an average copper price of $2.16 per pound. This is compared to total revenue of $74.1 million for the three months ended September 30, 2015, which was comprised of stream revenue of $37.9 million and royalty revenue of $36.2 million, at an average gold price of $1,124 per ounce, an average silver price of $14.91 per ounce and an average copper price of $2.39 per pound for the quarter ended September 30, 2015. Revenue and the corresponding production attributable to our stream and royalty interests for the quarter ended September 30, 2016 compared to the quarter ended September 30, 2015 is as follows:

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Revenue and Reported Production Subject to Our Stream and Royalty Interests

Quarter Ended September 30, 2016 and 2015

(In thousands, except reported production ozs. and lbs.)

		Three Months Ended				Three Months Ended
		September 30, 2016				September 30, 2015
				Reported				Reported
Stream/Royalty	Metal(s)	Revenue		Production (1)		Revenue		Production (1)
Stream (2) :
Mount Milligan	Gold	$	38,386	28,900	oz.	$	23,465	21,000	oz.
Pueblo Viejo (3)		$	20,950			N/A
	Gold			11,000	oz.	N/A		N/A
	Silver			323,300	oz.	N/A		N/A
Andacollo	Gold	$	20,169	15,200	oz.	$	10,716	9,500	oz.
Wassa and Prestea	Gold	$	5,999	4,500	oz.	$	3,624	3,200	oz.
Other (4)	Gold	$	—	N/A		$	52	100	oz.
*Total stream revenue*		$	*85,504*			$	*37,857*

Royalty (2) :
Peñasquito		$	5,821			$	8,046
	Gold			100,100	oz.			226,500	oz.
	Silver			5.2	Moz.			7.3	Moz.
	Lead			33.0	Mlbs.			49.1	Mlbs.
	Zinc			73.0	Mlbs.			118.7	Mlbs.
Cortez	Gold	$	2,040	21,800	oz.	$	1,812	22,600	oz.
Other (4)	Various	$	24,582	N/A		$	26,341	N/A
*Total royalty revenue*		$	*32,443*			$	*36,199*
Total Revenue		$	117,947			$	74,056

(1) Reported production relates to the amount of metal sales, subject to our stream and royalty interests, for the three months ended September 30, 2016 and 2015, and may differ from the operators’ public reporting.

(2) Refer to “Recent Business Developments” and “Property Developments” above for further discussion on our principal stream interests.

(3) The gold and silver streams at Pueblo Viejo were acquired during the three months ended September 30, 2015. The first gold and silver stream deliveries were in December 2015 and March 2016, respectively.

(4) Individually, no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period, with the exception of Voisey’s Bay royalty revenue ($5.4 million) during the prior year quarter.

The increase in our total revenue for the three months ended September 30, 2016, compared with the three months ended September 30, 2015, resulted primarily from an increase in our stream revenue and an increase in the average gold and silver prices. The increase in our stream revenue was primarily attributable to new production from our Pueblo Viejo gold and silver stream and increased metal sales from Mount Milligan and Andacollo. Our first gold stream delivery from Pueblo Viejo was in December 2015, while the first silver stream delivery from Pueblo Viejo was in March 2016. Gold and silver ounces purchased and sold during the three months ended September 30, 2016 and 2015, and gold and silver ounces in inventory as of September 30, 2016, and June 30, 2016, for our streaming interests were as follows:

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	Three months ended September 30, 2016		Three months ended September 30, 2015		As of September 30, 2016	As of June 30, 2016
Gold Stream	Purchases (oz.)	Sales (oz.)	Purchases (oz.)	Sales (oz.)	Ounces in inventory	Ounces in inventory
Mount Milligan	29,900	28,900	23,800	21,000	8,500	7,500
Wassa and Prestea	4,500	4,500	6,300	3,200	1,300	1,300
Pueblo Viejo	13,700	11,000	N/A	N/A	13,700	11,000
Andacollo	15,300	15,200	9,800	9,500	100	—
Phoenix Gold	—	—	100	100	—	—
Total	63,400	59,600	40,000	33,800	23,600	19,800

Three months ended September 30,
2016

Three months ended September 30,
2015

As of September 30,
2016

As of June 30,
2016

Silver Stream

Purchases (oz.)

Sales (oz.)

Purchases (oz.)

Sales (oz.)

Ounces in inventory

Ounces in
inventory

Pueblo Viejo

543,300

323,300

N/A

543,700

323,700

Our royalty revenue decreased during the quarter ended September 30, 2016, compared with the quarter ended September 30, 2015, primarily due to production decreases at Peñasquito. These production decreases were partially offset by an increase in the average gold and silver prices during the current period. Please refer to “Recent Business Developments” and “Property Developments” earlier within this MD&A for further discussion on recent developments regarding properties covered by certain of our stream and royalty interests.

Cost of sales were approximately $22.7 million for the three months ended September 30, 2016, compared to $11.5 million for the three months ended September 30, 2015. The increase is primarily attributable to new production from our gold and silver streams at Pueblo Viejo, which resulted in cost of sales of approximately $5.9 million during the current period. The increase was also attributable to increased stream deliveries from Andacollo and Mount Milligan during the current period, which resulted in additional cost of sales of approximately $4.9 million. Cost of sales is specific to our stream agreements and is the result of RGLD Gold’s purchase of gold and silver for a cash payment. The cash payment at Mount Milligan is the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold or silver spot price near the date of metal delivery.

General and administrative expenses increased to $10.5 million for the three months ended September 30, 2016 from $9.5 million for the three months ended September 30, 2015. The increase during the current quarter was due to an increase in legal and litigation costs of approximately $1.3 million.

Depreciation, depletion and amortization increased to $40.1 million for the three months ended September 30, 2016, from $27.1 million for the quarter ended September 30, 2015. The increase was primarily attributable to new production from our gold and silver streams at Pueblo Viejo ($9.6 million) and an increase in gold stream sales from Mount Milligan and Andacollo, which resulted in additional depletion of approximately $5.7 million. These increases were partially offset by lower overall production within our royalty interest segment.

During the three months ended September 30, 2016, we recognized income tax expense totaling $7.2 million compared with income tax expense of $59.2 million during the three months ended September 30, 2015. This resulted in an effective tax rate of 21.1% in the current period, compared with 415.7% in the quarter ended September 30, 2015. The decrease in the effective tax rate for the three months ended September 30, 2016 is primarily related to the discrete tax impacts attributable to the Company’s Andacollo transactions and the liquidation of our Chilean subsidiary during the three months ended September 30, 2015.

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Liquidity and Capital Resources

Overview

At September 30, 2016, we had current assets of $192.0 million compared to current liabilities of $25.6 million resulting in working capital of $166.4 million and a current ratio of 8 to 1. This compares to current assets of $164.8 million and current liabilities of $22.7 million at June 30, 2016, resulting in working capital of $142.1 million and a current ratio of approximately 7 to 1. The increase in our current ratio was primarily attributable to an increase in our cash and equivalents during the current period. Please refer to “Summary of Cash Flows” below for further discussion on changes to our cash and equivalents during the period.

During the quarter ended September 30, 2016, liquidity needs were met from $95.3 million in net revenue and our available cash resources. The $70 million acquisition of additional royalty interests at Cortez, as discussed above, was funded from our revolving credit facility during the quarter ended September 30, 2016. As of September 30, 2016, the Company had $305 million available and $345 million outstanding under its revolving credit facility. Working capital, combined with the Company’s undrawn revolving credit facility, resulted in approximately $470 million of total liquidity at September 30, 2016. The Company was in compliance with each financial covenant as of September 30, 2016. Refer to Note 4 of our notes to consolidated financial statements for further discussion on our debt and Note 11 for our remaining conditional commitments that impact our liquidity.

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service, general and administrative expense costs and capital expenditures for the foreseeable future. Our current financial resources are also available to fund dividends and for acquisitions of stream and royalty interests, including the remaining conditional commitments incurred in connection with the Ilovica, Wassa and Prestea and Rainy River stream acquisitions and the Peak Gold joint venture. Our long-term capital requirements are primarily affected by our ongoing acquisition activities. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of one or more substantial stream and royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary.

Please refer to our risk factors included in Part 1, Item 1A of our Fiscal 2016 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of certain risks that may impact the Company’s liquidity and capital resources.

Summary of Cash Flows

Operating Activities

Net cash provided by operating activities totaled $55.1 million for the three months ended September 30, 2016, compared to $2.5 million for the three months ended September 30, 2015. The increase was primarily due to an increase in proceeds received from our stream and royalty interests, net of production taxes and cost of sales, of approximately $17.2 million. The increase was also due to a decrease in income taxes paid of approximately $38.0 million, which resulted from $47.7 million of cash taxes paid for the termination of the Andacollo royalty during the prior year quarter, partially offset by $9.7 million of cash taxes paid to taxing authorities, as a condition for appealing an assessment, during the current quarter.

Investing Activities

Net cash used in investing activities totaled $90.0 million for the three months ended September 30, 2016, compared to cash used in investing activities of $976.1 million for the three months ended September 30, 2015. The decrease in cash used in investing activities is primarily due to a decrease in acquisitions of stream and royalty interests in mineral properties compared to the prior year period (primarily the Pueblo Viejo and Andacollo stream acquisitions). Refer to “Recent Business Developments” above for further discussion on our recently acquired royalty interests.

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Financing Activities

Net cash provided by financing activities totaled $51.6 million for the three months ended September 30, 2016, compared to cash provided by financing activities of $335.1 million for the three months ended September 30, 2015. The decrease in cash provided by financing activities is primarily due to the Company’s $350 million borrowing under its revolving credit facility to fund stream acquisitions during the prior year period.

Recently Adopted Accounting Standards and Critical Accounting Policies

There were no new accounting standards adopted during the three months ended September 30, 2016. Refer to Note 1 of our notes to consolidated financial statements for further discussion on recently issued accounting standards. Refer to our Fiscal 2016 10-K for discussion on our critical accounting policies.

Forward-Looking Statements

Cautionary “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this Quarterly Report on Form 10-Q 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, without limitation, statements regarding projected production estimates and estimates pertaining to timing and commencement of production from the operators of properties where we hold stream and royalty interests; effective tax rate estimates; the adequacy of financial resources and funds to cover anticipated expenditures for general and administrative expenses as well as costs associated with exploration and business development and capital expenditures, expected delivery dates of gold, silver, copper and other metals, and our expectation that substantially all our revenues will be derived from stream and royalty interests. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements, which speak only as of the date the statement is made. Do not unduly rely on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

· a low price environment for gold and other metal prices on which our stream and royalty interests are paid or a low price environment for the primary metals mined at properties where we hold stream and royalty interests;

· the production at or performance of properties where we hold stream and royalty interests, and variation of actual performance from the production estimates and forecasts made by the operators of these properties;

· the ability of operators to bring projects, particularly development stage properties, into production on schedule or operate in accordance with feasibility studies;

· acquisition and maintenance of permits and authorizations, completion of construction and commencement and continuation of production at the properties where we hold stream and royalty interests;

· challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of indigenous populations, non-governmental organizations or other third parties;

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· liquidity or other problems our operators may encounter, including shortfalls in the financing required to complete construction and a bring a mine into production;

· decisions and activities of the operators of properties where we hold stream and royalty interests;

· hazards and risks at the properties where we hold stream and royalty interests that are normally associated with developing and mining properties, including unanticipated grade, continuity and geological, metallurgical, processing or other problems, mine operating and ore processing facility problems, pit wall or tailings dam failures, industrial accidents, environmental hazards and natural catastrophes such as floods or earthquakes and access to raw materials, water and power;

· changes in operators’ mining, processing and treatment techniques, which may change the production of minerals subject to our stream and royalty interests;

· changes in the methodology employed by our operators to calculate our stream and royalty interests in accordance with the agreements that govern them;

· changes in project parameters as plans of the operators of properties where we hold stream and royalty interests are refined;

· accuracy of and decreases in estimates of reserves and mineralization by the operators of properties where we hold stream and royalty interests;

· contests to our stream and royalty interests and title and other defects to the properties where we hold stream and royalty interests;

· adverse effects on market demand for commodities, the availability of financing, and other effects from adverse economic and market conditions;

· future financial needs of the Company and the operators of properties where we hold stream or royalty interests;

· federal, state and foreign legislation governing us or the operators of properties where we hold stream and royalty interests;

· the availability of stream and royalty interests for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions;

· our ability to make accurate assumptions regarding the valuation, timing and amount of revenue to be derived from our stream and royalty interests when evaluating acquisitions;

· risks associated with conducting business in foreign countries, including application of foreign laws to contract and other disputes, validity of security interests, environmental, governmental consents for granting interests in exploration and exploration licenses, real estate, contract and permitting laws, currency fluctuations, expropriation of property, repatriation of earnings, taxation, price controls, inflation, import and export regulations, community unrest and labor disputes, endemic health issues, corruption, enforcement and uncertain political and economic environments;

· changes in laws governing us, the properties where we hold stream and royalty interests or the operators of such properties;

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· risks associated with issuances of additional common stock or incurrence of indebtedness in connection with acquisitions or otherwise including risks associated with the issuance and conversion of convertible notes;

· changes in management and key employees; and

· failure to complete future acquisitions or the failure of transactions involving the operators to close;

as well as other factors described elsewhere in this report and our other reports filed with the SEC, including our Fiscal 2016 10-K. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements made herein, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings and cash flows are significantly impacted by changes in the market price of gold and other metals. Gold, silver, copper, nickel and other metal prices can fluctuate significantly and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events and the strength of the U.S. dollar relative to other currencies. Please see “ Volatility in gold, silver, copper, nickel and other metal prices may have an adverse impact on the value of our stream and royalty interests and may reduce our revenues. Certain contracts governing our royalty stream interests have features that may amplify the negative effects of a drop in metals prices, ” under Part I, Item 1A of our Fiscal 2016 10-K, for more information that can affect gold, silver, copper and other metal prices as well as historical gold, silver, copper and nickel prices.

During the three month period ended September 30, 2016, we reported revenue of $117.9 million, with an average gold price for the period of $1,335 per ounce, an average silver price of $19.61 per ounce and an average copper price of $2.16 per pound. Approximately 88% of our total reported revenues for the three months ended September 30, 2016 were attributable to gold sales from our gold producing stream and royalty interests, as shown within the MD&A. For the three months ended September 30, 2016, if the price of gold had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenue of approximately $10.7 million.

Approximately 7% of our total reported revenues for the three months ended September 30, 2016 were attributable to silver sales from our silver producing stream and royalty interests. For the three months ended September 30, 2016, if the price of silver had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenue of approximately $0.9 million.

Approximately 2% of our total reported revenues for the three months ended September 30, 2016 were attributable to copper sales from our copper producing royalty interests. For the three months ended September 30, 2016, if the price of copper had averaged 10% higher or lower per pound, we would have recorded an increase or decrease in revenue of approximately $0.4 million.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of September 30, 2016, the Company’s management, with the participation of the President and Chief Executive Officer (the principal executive officer) and Chief Financial Officer and Treasurer (the principal financial and accounting officer) of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, the Company’s President and Chief Executive Officer and its Chief Financial Officer and Treasurer have concluded that, as of September 30, 2016, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that such information is accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and its Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures involve human diligence and compliance and are subject to lapses in judgment and breakdowns resulting from human failures. As a result, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Controls

There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2016, that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Voisey’s Bay

Refer to Note 11 of our notes to consolidated financial statements for a discussion of the litigation associated with our Voisey’s Bay royalty.

ITEM 1A. RISK FACTORS

Information regarding risk factors appears in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements,” and various risks faced by us are also discussed elsewhere in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. In addition, risk factors are included in Part I, Item 1A of our Fiscal 2016 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The exhibits to this Quarterly Report on Form 10-Q are listed in the Exhibit Index.

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 thereunto duly authorized.

	ROYAL GOLD, INC.


Date: November 3, 2016	By:	/ s/ Tony Jensen
		Tony Jensen President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 3, 2016	By:	/s/ Stefan Wenger
		Stefan Wenger Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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ROYAL GOLD, INC.

EXHIBIT INDEX

Exhibit Number		Description

10.1*†		Third Amendment to Amended and Restated Purchase and Sale Agreement, dated October 20, 2016, among RGLD Gold AG, Thompson Creek Metals Company Inc. and Royal Gold, Inc.

10.2*†		Intercreditor Agreement, dated October 20, 2016, among The Bank of Nova Scotia for the Senior Debt Secured Parties identified therein, RGLD Gold AG and Thompson Creek Metals Company Inc.

10.3*†		Commitment Letter, dated July 5, 2016, among RGLD Gold AG, Royal Gold, Inc. and Centerra Gold Inc.

10.4		Form of Employment Agreement by and between Royal Gold, Inc. and Tony Jensen (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 8, 2016 and incorporated herein by reference)

10.5		Form of Employment Agreement by and between Royal Gold, Inc. and each of the following: Karli Anderson, William Heissenbuttel, Mark Isto, Bruce Kirchhoff and Stefan Wenger (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K filed on July 8, 2016 and incorporated herein by reference)

21.1*		Royal Gold and Its Subsidiaries

31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1‡		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2‡		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

*	Filed herewith.
‡	Furnished herewith.
†	Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

THIS THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of October 20, 2016 (this “Third Amendment”).

BY AND AMONG:

RGLD GOLD AG (f/k/a RGL ROYALTY AG) , a Swiss Corporation

(the “ Purchaser ”),

THOMPSON CREEK METALS COMPANY INC. , a corporation amalgamated under the laws of British Columbia by amalgamation of Terrane Metals Corp., Thompson Creek Mining Ltd., Endako Mine General Partner Corp., Mount Milligan General Partner Corp., Blue Pearl Mining Inc. and Thompson Creek Metals Company Inc.

(the “ Vendor ”),

- and -

ROYAL GOLD, INC. , a corporation incorporated under the laws of the State of Delaware

(“ Royal Gold ”).

WITNESSES THAT:

WHEREAS, Terrane Metals Corp. (a predecessor of the Vendor), as vendor, the Purchaser, Thompson Creek Metals Company Inc. (a predecessor of the Vendor), as guarantor and Royal Gold, solely in respect of Article 10 and Sections 3.5, 11.2 and 17.3 thereof,are parties to that certain Amended and Restated Purchase and Sale Agreement dated as of December 14, 2011, as amended by the First Amendment to Amended and Restated Purchase and Sale Agreement, dated as of August 8, 2012, and the Second Amendment to Amended and Restated Purchase and Sale Agreement, dated as of December 11, 2014 (as amended prior to the date hereof, the “ Existing Agreement ”);

WHEREAS, pursuant to Section 17.6 of the Existing Agreement, the Existing Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties thereto;

WHEREAS, an Affiliate of Centerra Gold Inc. (“ Centerra ”) has agreed to acquire all of the issued and outstanding shares of Thompson Creek pursuant to and in accordance with that certain arrangement agreement (the “ Arrangement Agreement ”) by and among such Affiliate of Centerra and Thompson Creek Metals Company Inc. (a predecessor of the Vendor), dated as of July 5, 2016 (the “ Acquisition ”);

WHEREAS , on October 18, 2016, Terrane Metals Corp. amalgamated with Thompson Creek Mining Ltd., Endako Mine General Partner Corp., Mount Milligan General Partner Corp., Blue Pearl Mining Inc. and Thompson Creek Metals Company Inc. and continued as the Vendor;

WHEREAS, immediately following the consummation of the Acquisition and the other terms and conditions set forth herein, the Parties desire to amend the Existing Agreement as set forth in this Third Amendment;

WHEREAS , subject to the consummation of the Acquisition, the Purchaser and The Bank of Nova Scotia have agreed to enter into an intercreditor agreement (the “ New Intercreditor Agreement ”) dated as of the date hereof;

WHEREAS , in connection with the Acquisition, Centerra B.C. Holdings Inc., The Bank of Nova Scotia,

as administrative agent, and the Lenders party thereto have entered into that certain credit agreement dated as of the date hereof (excluding any amendments thereto, the “ New Credit Agreement ”);

WHEREAS, the Vendor and the Purchaser desire, in connection with the Third Amendment, to (i) amend and restate, as of the date hereof, that certain Amended and Restated Security Agreement — Mining Claims and Leases, dated December 14, 2011, as amended, (ii) amend and restate, as of the date hereof, that certain Amended and Restated Security Agreement — Collateral, dated December 14, 2011, as amended and (iii) amend and restate, as of the date hereof, that certain Amended and Restated Security Agreement — Floating Charge, dated December 14, 2011, as amended;

AND WHEREAS, unless otherwise defined herein, capitalized terms when used in this Third Amendment (including these recitals) shall have the respective meanings set forth in the Existing Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

1. General amendments to the Existing Agreement.

A. The words “and copper” are hereby inserted after the word “gold” where it appears (in lower case and not as the part of any defined term) in the following sections of the Existing Agreement: the definition of “Auditor”; 7.2(a); 7.2(b)(i); 7.2(b)(ii); 8.1(c); 8.4(b) (first sentence only); 8.4(c); the title of 9.1 (with the word “Copper” capitalized in this instance); and 16.1(b).

B. The words “or copper” are hereby inserted after the word “gold” where it appears (in lower case and not as the part of any defined term) in the following sections of the Existing Agreement: clause (c) of the definition of “Material Adverse Effect”; 8.6(a)(viii); 9.1(a)(i) and 9.1(e)(i).

C. The words “and Copper Purchase Price” are hereby inserted after the words “Gold Purchase Price” where they appear in the following sections of the Existing Agreement: 2.3(d) and 3.1.

D. The words “and the Designated Percentage of Produced Copper” are hereby inserted after the words “Designated Percentage of Produced Gold” where they appear in the following section of the Existing Agreement: 8.6(a)(i).

E. The words “and Produced Copper” are hereby inserted after the words “Produced Gold” where they appear in the following sections of the Existing Agreement: the definition of “Minerals”; the definition of “Offtaker Documents”; 7.2(b); 7.4(a); and 8.5(b).

F. The words “or Produced Copper” are hereby inserted after the words “Produced Gold” where they appear in the following section of the Existing Agreement: 8.4(a).

G. The words “and Refined Copper” are hereby inserted after the words “Refined Gold” where they appear in the following sections of the Existing Agreement: the definition of “Offtaker Documents”; the title of Section 2.1, 2.3(d); 2.5; 2.6; 3.7; 7.4(a); 7.5; and 16.1(a).

H. The words “or Refined Copper” are hereby inserted after the words “Refined Gold” where they appear in the following sections of the Existing Agreement: 12.1(a); 13.1(a); 13.2; 15.3(b); 15.4(a) (second instance only); 15.4(a)(v) (second instance only) 15.4(b) (second instance only); and 16.1(c).

I. The words “or tonnes of Refined Copper” are hereby inserted after the words “Refined Gold” where they appear in the following sections of the Existing Agreement: 15.4(a) (first instance only); 15.4(a)(i); 15.4(a)(v) (first instance only) and 15.4(b) (first instance only).

J. The definitions of and term “Cap Expiration Date” are hereby deleted from the Existing Agreement and, other than in the case of the definitions in the Existing Agreement, replaced with the words “Deposit Reduction Time” each instance it appears in the Existing Agreement.

K. The term “Date of Delivery” is hereby replaced with “Date of Delivery (Gold)” in each instance it appears in the Existing Agreement (except in Section 2.3(c), where it is replaced with “Date of Delivery (Gold) and Date of Delivery (Copper)”).

L. The term “Definitive Agreement” is hereby replaced with “Definitive Agreement (Purchaser)” in each instance it appears in the Existing Agreement.

M. The term “Fixed Price” is hereby replaced with “Fixed Price (Gold)” in each instance it appears in the Existing Agreement.

N. The term “Gold Security Interest” is hereby replaced with “Gold and Copper Security Interest” in each instance it appears in the Existing Agreement.

O. The term “Milligan Gold Right” is hereby replaced with “Milligan Gold or Copper Right” in each instance it appears in the Existing Agreement.

P. The term “Negotiation Period” is hereby replaced with “Negotiation Period (Purchaser)” in each instance it appears in the Existing Agreement.

Q. The definition of “Purchaser Gold Delivery” in the Existing Agreement is deleted in its entirety and the term “Purchaser Gold Delivery” in Sections 2.3 and 2.5 of the Existing Agreement is hereby deleted and replaced with the word “Delivery”.

R. The term “Reference Price” is hereby replaced with “Reference Price (Gold)” in each instance it appears in the Existing Agreement.

S. The term “Time of Delivery” is hereby replaced with “Time of Delivery (Gold)” in Section 1.1 (definition of “Time of Delivery”) and in each instance it appears in Sections 2.2 and 2.3 of the Existing Agreement (except in the introductory language to Section 2.3 and subsection (c) thereof, where it is replaced with “Time of Delivery (Gold) and Time of Delivery (Copper)”.

T. All cross references to specific Sections and Articles in the Existing Agreement are hereby amended to conform with the changes set forth in this Third Amendment.

2. Amendments to Article 1 and Section 8.5(c) of the Existing Agreement.

A. The definition of Designated Percentage of Produced Gold in Section 1.1 of the Existing Agreement is hereby amended (A) by replacing the percentage “52.25%” in each instance it appears therein with “35.00%”, (B) by inserting “, except as otherwise provided in this Agreement, and” between the words “means” and “without”, and (c) by deleting clause (iii) of this definition in its entirety and replacing it with “(iii) 35.00% times the number of ounces of Produced Gold that are not in the form of concentrate or doré and in respect of which the Vendor or any of its Affiliates receives a Gold Payment.”.

B. The following definitions are hereby inserted into or amended within Section 1.1 of the Existing Agreement in the applicable alphabetical location (and all other defined terms shall be deemed to appear in alphabetical order); however where such defined terms exist in the Existing Agreement, their definitions are hereby replaced in their entirety as follows:

“ Agreement ” means this amended and restated purchase and sale agreement and all attached schedules, in each case as amended by the First Amendment, the Second Amendment and the Third Amendment as the same may be supplemented, amended, restated, modified or superseded from time to time in accordance with the terms hereof.

“ Apportionment ” has the meaning set out in Section 9.2(d) .

“ Appraiser ” means an internationally recognized expert in the valuation of mineral interests, including gold and copper, that is independent of the Parties and their respective Affiliates.

“ Capital Lease ” means a lease that would, in accordance with GAAP, be treated as a balance sheet liability (other than a lease that would, in accordance with GAAP in force immediately prior to the Third Amendment Effective Date be treated as an operating lease). All leases of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to the Third Amendment Effective Date (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as Capital Leases) for all purposes of Section 8.6(h) regardless of any change in GAAP following the date that would otherwise require such leases to be recharacterized as Capital Leases.

“ Combination Transaction ” has the meaning set out in Section 9.2(d).

“ Combination Transaction Dispute Notice ” has the meaning set out in Section 9.2(d) .

“ Concentrate Inventory ” means all inventories of Produced Copper and Produced Gold in the form of concentrate (including inventory referred to as “In-Process”, “MTM Concentrate Shed”, “Mackenzie Concentrate Load-Out”, “On Rail & Kinder Morgan” and “On Vessel with TCM/MTM Title” as such terms are used in the Purchaser’s Monthly Report of Operations provided pursuant to Section 7.1 of the Agreement).

“ Copper Cash Price ” 15.00% times the Reference Price (Copper).

“ Copper Payment ” means (i) with respect to Minerals purchased by an Offtaker from the Vendor or any of its Affiliates, the receipt by the Vendor or any of its Affiliates of final payment or other final consideration from the Offtaker in respect of any Produced Copper, including amounts received in respect of warehouse holding certificates, and (ii) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of the Vendor or any of its Affiliates, the receipt by the Vendor or any of its Affiliates of Refined Copper at final settlement, in accordance with the applicable Mineral Offtake Agreement.

“ Copper Purchase Price ” has the meaning set out in Section 2.4B .

“ Current Vendor ” has the meaning set out in Section 17.13 .

“ Date of Delivery (Copper) ” has the meaning set out in Section 2.2B(e) .

“ Definitive Agreement (Vendor) ” has the meaning set out in Section 9.2(b) .

“ Delivery ” or “ Deliver ” means, (i) in respect of a delivery of Refined Gold, either the crediting of units of gold into a metal account or, if the Vendor elects to deliver physical gold pursuant to Section 2.2(e), the physical delivery of Refined Gold to a metal account, and (ii) in respect of a delivery of Refined Copper, the transfer of LME warrants pursuant to Section 2.2B(e) . “ Delivered ” means that such Refined Gold or Refined Copper has been so credited, physically delivered or transferred.

“ Derivative Exposure ” in relation to any Person (the “ relevant party ”) and any counterparty of the relevant party at any time means the amount which would be payable by the relevant party to that counterparty, or by that counterparty to the relevant party, as the case may be, pursuant to all Risk Management Agreements entered into between them and in effect at that time if the transactions governed thereby were to be terminated as the result of the early termination thereof. If the Derivative Exposure would be payable by the relevant party to the counterparty of the relevant party at the relevant time of determination, it is referred to herein as “ Out-of-the-Money Derivative Exposure ”.

“ Designated Percentage of Produced Copper ” means, except as otherwise provided in this Agreement, and without duplication: (i) 18.75% * [Redacted]* times the number of metric tonnes of Produced Copper in the form of concentrate in respect of which the Vendor or any of its Affiliates receives a Copper Payment or (ii) 18.75% times the number of metric tonnes of Produced Copper that are not in the form of concentrate and in respect of which the Vendor or any of its Affiliates receives a Copper Payment.

“ Distribution — Vendor Fundamental Event of Default ” means in respect of any Person (i) the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any shares in the capital of such Person, other than a dividend declared, paid or set aside for payment by the Person which is payable in shares of such Person; (ii) the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Person or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital of the Person, including options, warrants, conversion or exchange privileges and similar rights; (iii) the payment of interest or the repayment of principal by the Person with respect to any Intercompany Indebtedness of such Person, (iv) the making or purchasing of any advance, loan, extension of credit or capital contribution to or other investment in, any other Person, (v) any management or comparable fee paid, (vi) any payment by or on behalf of such Person to any of its Affiliates (or any assignment of a right to receive such payment); or (vii) to make or commit to make any acquisition of all or substantially all of the assets of any other Person, or of any business, division or other unit operation of any other Person.

“ Distribution — Vendor Other Event of Default ” means in respect of any Person (i) the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any shares in the capital of such Person, other than a dividend declared, paid or set aside for payment by the Person which is payable in shares of such Person; (ii) the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Person or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital of the Person, including options, warrants, conversion or exchange privileges and similar rights; or (iii) the payment of interest or the repayment of principal by the Person with respect to any Intercompany Indebtedness of such Person.

“ EBITDA ” means, for any fiscal quarter, Net Income for such fiscal quarter: (i) plus (to the extent otherwise deducted) consolidated income and mining tax expenses for such

fiscal quarter; (ii) plus (to the extent otherwise deducted) Interest Expenses for such fiscal quarter; (iii) minus (to the extent otherwise included) Interest Income for such fiscal quarter; (iv) plus (to the extent otherwise deducted) any extraordinary or unusual losses and unrealized losses for such fiscal quarter; (v) minus (to the extent otherwise included) any extraordinary or unusual gains and unrealized gains for such fiscal quarter; (vi) plus (to the extent otherwise deducted) any loss against book value or reserves incurred by a Company on the disposal or abandonment of any business or asset (not being a disposal made in the ordinary course of business) during such fiscal quarter or any discontinued operations; (vii) minus (to the extent otherwise included) any gain over book value or reserves incurred by a Company on the disposal or abandonment of any business or asset (not being a disposal made in the ordinary course of business) during such fiscal quarter or any discontinued operations; (viii) plus (to the extent otherwise deducted) depreciation of fixed assets and amortization of goodwill or intangible assets during such fiscal quarter; (ix) plus (to the extent otherwise deducted) depletion expense during such fiscal quarter;(x) plus (to the extent otherwise deducted) the amount of capital expenditures and other expenditures in respect of exploration activities during such fiscal quarter; (xi) plus (to the extent otherwise deducted) other non-cash expenses deducted in calculating Net Income, including non-cash stock expenses relating to stock-based compensation, and unrealized losses incurred in connection with Risk Management Agreements during such fiscal quarter; (xii) minus (to the extent otherwise included) any unrealized gains incurred in connection with Risk Management Agreements during such fiscal quarter; (xiii) plus (to the extent otherwise deducted) any losses from operations held for sale and any foreign exchange losses during such fiscal quarter; and (xiv) minus (to the extent otherwise included) any gains from operations held for sale and any foreign exchange gains during such fiscal quarter. Subject to the last sentence hereof, the calculation of EBITDA shall be adjusted for non-cash revenues and expenses of the Person on a consolidated basis including deferred revenue and the difference between accrued and cash reclamation costs. For greater certainty, EBITDA shall not be adjusted for any change in any non-cash operating working capital.

“ GAAP ” means International Financial Reporting Standards under generally accepted accounting principles in effect in Canada from time to time consistently applied, as recommended by the Handbook of the Canadian Institute of Chartered Accountants.

“ Indebtedness ” of any Person means, without duplication, (i) indebtedness of such Person for borrowed money or for the deferred purchase price of property and services, other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices, (ii) other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iii) obligations of such Person under any Capital Lease (iv) reimbursement obligations of such Person under bankers’ acceptances and contingent obligations of such Person in respect of any letter of credit, bank guarantee or surety bond (but excluding (x) any such obligations that are secured by cash or cash equivalents and (y) any letter of credit (including undrawn amounts with respect thereto), letter of guarantee or surety bond in respect of any asset retirement obligations), (v) to the extent accelerated, the Out-of-the-Money Derivative Exposure of such Person, and (vi) the contingent obligations of such Person under any guarantee or other agreement assuring payment of any obligations of any Person of the type described in the foregoing clauses (i) to (v) (for greater certainty, the contingent obligations assuring payment of any Out-of-the-Money Derivative Exposure will only be treated as Indebtedness if such Out-of-the-Money Derivative Exposure has in fact been accelerated). For greater certainty, obligations under a streaming arrangement (including this Agreement) or royalty arrangement are not Indebtedness (except to the extent recorded as such on the balance sheet of the Person in accordance with GAAP after

demand has been made for repayment of the balance of the upfront deposit, liquidated damages or other financial compensation upon an event of default thereunder).

“ Intercompany Indebtedness ” means any Indebtedness between the Vendor, on one hand, and any Affiliate of the Vendor, on the other hand.

“ Interest Expenses ” means, with respect to any Person and for any particular period, the amount which would in accordance with GAAP, be classified on the consolidated income statement of the Person for such period as interest expenses (provided, with respect to any interest attributable to leases, that only the interest attributable to Capital Leases shall be Interest Expense).

“ Interest Income ” means, with respect to any Person and for any particular period, the amount which would, in accordance with GAAP, be classified on the consolidated income statement of the Person for such period as interest accrued due to the Person during such period.

“ LME ” means the London Metal Exchange and any successor entity thereto.

“ LME Rulebook ” means the London Metal Exchange Rules and Regulations published by the LME, as the same may be amended from time to time.

“ LME Warrants ” has the meaning set out in Section 2.2B(d) .

“ Negotiation Period (Vendor) ” has the meaning set out in Section 9.2(b) .

“ Net Income ” means, with respect to any Person and for any particular period, the amount which would, in accordance with GAAP, be classified on the consolidated income statement of the Person for such period as the net income of the Person.

“ New Credit Agreement ” has the meaning set out in the recitals.

“ New Intercreditor Agreement ” has the meaning set out in the recitals.

“ New Vendor ” has the meaning set out in Section 17.13 .

The definition of “ Offtaker Documents ” is hereby amended by adding the following language after the word “Minerals”:

(amounts shipped and amounts payable under the relevant Mineral Offtake Agreement),

“ Permitted Warehouse Jurisdiction ” means (i) as of the Third Amendment Effective Date, the United Kingdom, (ii) such other jurisdictions determined pursuant to Section 2.2(B)(h), and (iii) such further jurisdictions as may be agreed between the Vendor and Purchaser in writing, each acting in their sole discretion.

“ Produced Copper ” means any and all copper in whatever form or state that is derived from any material mined, produced, extracted or otherwise recovered from the Milligan Property during the Term. For greater certainty, “ Produced Copper ” shall include any copper derived from ores, concentrates, doré, tailings, waste rock or other waste products, or other products originating from the Milligan Property.

“ Purchaser Appraiser ” has the meaning set out in Section 9.2(d).

“ Purchaser Copper Right ” has the meaning set out in Section 9.2(a) .

“ Purchaser Offer ” has the meaning set out in Section 9.2(a) .

“ Reference Price (Copper) ” means, for any Delivery of Refined Copper, the “LME Cash Official Price Copper” determined at the end of the second ring session and quoted in US dollars per metric tonne, on the date that is two (2) Business Days prior to the date of such Delivery, or in the absence of the LME Cash Official Price Copper, such other industry-standard refined copper benchmark price to be agreed between the Parties.

“ Refined Copper ” means electrolyte “Copper — Grade A” as more fully described in the LME Rulebook.

“ Risk Management Agreements ” means, with respect to any Person any present or future swap, hedging, foreign exchange or other derivative transaction entered into by the Person which constitutes any silver, gold or other commodity hedging transaction, spot or forward foreign exchange transaction, interest rate swap transaction, currency swap transaction, forward rate transaction, rate cap transaction, rate floor transaction, rate collar transaction, and any other exchange or rate protection transaction, any combination of such transactions or any option with respect to any such transaction entered into by the Person.

“ Security Agreements ” means, collectively, (i) the Second Amended and Restated Security Agreement — Mining Claims and Leases, dated as of the Third Amendment Effective Date, (ii) the Second Amended and Restated Security Agreement — Collateral, dated as of the Third Amendment Effective Date, and (iii) the Second Amended and Restated Security Agreement — Floating Charge, dated as of the Third Amendment Effective Date, as each of the same may be further amended from time to time.

“ Stub Copper ” has the meaning set out in Section 2.2B(d).

“Third Amendment” means that certain Third Amendment to the Amended and Restated Purchase and Sale Agreement by and among the Vendor, the Purchaser, Thompson Creek, and Royal Gold dated October 20, 2016.

“Third Amendment Effective Date” means the date of the Third Amendment.

“ Third Appraiser ” has the meaning set out in Section 9.2(d).

“ Time of Delivery (Copper) ” has the meaning set out in Section 2.2B(e) .

“ Vendor Appraiser ” has the meaning set out in Section 9.2(d).

“ Vendor Other Event of Default ” means any Vendor Event of Default other than an Event of Default set forth in Section 12.1(a) or 12.1(e).

3. Amendments to Article 2 of the Existing Agreement.

The Parties agree to the following amendments to Article 2 of the Existing Agreement:

A. Section 2.1(a) is hereby amended by deleting the final period and replacing it with the following language:

and an amount of Refined Copper equal to the Designated Percentage of Produced Copper, free and clear of all Encumbrances.

B. A new Section 2.1(c) is hereby inserted in its applicable numeric location as follows:

c. For each sale of Refined Copper pursuant to Section 2.1(a), the amount of Produced Copper used as the basis for calculating the Designated Percentage of Produced Copper shall be determined by the amount of contained copper in the Minerals received at the Offtaker as determined by the Offtaker Documents. Produced Copper shall not be reduced for, and the Purchaser shall not be responsible for, any Refining Adjustments.

C. Section 2.2(a)(i) and (ii) are hereby amended by adding the following language at the beginning of each Section:

with respect to the initial twelve (12) Lots subject to this Agreement,

D. Section 2.2(a)(iii) is hereby amended by adding the following language after the words “Milligan Property”:

(or, in the case of any Lot being shipped by ocean freighter, the bill of lading date from the relevant Offtaker Documents)

E. Section 2.2(b) is hereby amended by deleting the following language:

(the “ Purchaser Gold Delivery ”)

F. A new Section 2.2(f) is hereby inserted in its applicable numeric location as follows:

(f) Each Delivery of Refined Gold required hereunder shall be rounded to the nearest troy ounce (with 0.5 of an ounce being rounded down), and each Delivery of Refined Copper required hereunder shall be initially rounded to the nearest tonne (with 0.5 of a tonne being rounded down) and then each Delivery of Refined Copper shall be rounded down to the nearest LME Warrant size in accordance with Section 2.2B(d).

G. A new Section 2.2B is hereby inserted in its applicable numeric location as follows:

2.2B Delivery Obligations (Copper)

(a) The Vendor will sell and Deliver to Purchaser the Refined Copper as contemplated in Section 2.1(a) within two (2) Business Days following the date of the relevant Copper Payment.

(b) With respect to any Lot, if within five (5) months of the date on which such Lot left the Milligan Property (or, in the case of any Lot being shipped by ocean freighter, the bill of lading date from the relevant Offtaker Documents) the Vendor shall not have received the final settlement by the Offtaker for such Lot, the Vendor shall sell and Deliver to the Purchaser Refined Copper equal to the Designated Percentage of Produced Copper (based on the Produced Copper identified on the provisional settlement sheet provided by the Offtaker for such Lot) multiplied by the first provisional payment percentage specified in such Mineral Offtake Agreement.

(c) In respect of a Copper Payment that represents the final settlement payment under a Mineral Offtake Agreement for any Lot for which the Vendor previously Delivered Refined Copper to the Purchaser pursuant to Section 2.2B(b) above, the Vendor shall sell

and Deliver to the Purchaser Refined Copper in an amount equal to the amount by which the Designated Percentage of Produced Copper determined pursuant to the final settlement with respect to such Lot exceeds the Refined Copper previously Delivered to the Purchaser pursuant to Section 2.2B(b) above, as supported by the documentation provided pursuant to Section 2.3, provided, that, if such difference is negative, then the Vendor shall only be entitled to set off and deduct such excess amount of Refined Copper from the next required Deliveries by the Vendor under this Agreement until it has been fully offset against Deliveries to the Purchaser of Refined Copper pursuant to Section 2.2B(b).

(d) Vendor shall sell and Deliver to the Purchaser all Refined Copper to be sold and Delivered under this Agreement by way of Delivery by transfer of “warrants on LME Copper Grade A” as described in the LME Rulebook (“ LME Warrants ”) at an LME-approved warehouse in a Permitted Warehouse Jurisdiction. Each Delivery of Refined Copper shall be rounded down to the nearest LME Warrant size (as of the Third Amendment Effective Date, 25 metric tonnes +/-2%), with any un-delivered amount of Refined Copper (“ Stub Copper ”) to be added to the next Delivery of Refined Copper. Proof of ownership will be by transfer of the LME Warrants to Purchaser via “LMEsword” or such other electronic transfer system operated by the LME from time to time.

(e) Delivery of Refined Copper to the Purchaser shall be deemed to have been made at the time on the date of Delivery of LME Warrants to the Purchaser pursuant to paragraph (d) (the “ Time of Delivery (Copper) ” on the “ Date of Delivery (Copper) ”). Title to, and risk of loss of, Refined Copper shall pass from Vendor to the Purchaser at the Time of Delivery (Copper). All costs and expenses pertaining to each Delivery of Refined Copper by Vendor to the Purchaser shall be borne by Vendor.

(f) Vendor hereby represents and warrants to the Purchaser that, notwithstanding the Vendor’s prior sale to an Offtaker of Minerals from which the relevant Refined Copper is derived, at each Time of Delivery (Copper) (i) Vendor will be the legal and beneficial owner of the Refined Copper that is Delivered to Purchaser, (ii) Vendor will have good, valid and marketable title to such Refined Copper, and (iii) such Refined Copper will be free and clear of all Encumbrances.

(g) The Parties acknowledge that Vendor shall be entitled but shall not be obliged to sell and Deliver to the Purchaser LME Warrants for Refined Copper physically resulting from copper mined, produced, extracted or otherwise recovered from the Milligan Property and, for greater certainty, shall be entitled to sell and Deliver LME Warrants for Refined Copper that are otherwise obtained by the Vendor for the purpose of making such sale and Delivery to the Purchaser. If LME facilities and process are no longer in place to facilitate Delivery, the Parties will, acting reasonably and in a timely manner to ensure no interruptions in Deliveries, agree on another industry-standard delivery mechanism.

(h) Following the Third Amendment Effective Date, Purchaser will conduct any diligence as it may require to assess the tax consequences to it arising from accepting Delivery of LME Warrants representing Refined Copper at an LME-approved warehouse(s) in each of the Netherlands, Singapore and South Korea. If on or before November 19, 2016, Purchaser has not provided to Vendor written notice of its determination (to be made by Purchaser in its sole and absolute discretion) that the tax consequences to Purchaser of accepting Delivery in any such additional jurisdiction(s) are more adverse to Purchaser than the tax consequences to Purchaser of accepting Delivery in the United Kingdom then any such additional jurisdiction(s) nominated by Vendor under this Section

2.2(B)(h) for which Purchaser has not delivered such notice shall be deemed an additional Permitted Warehouse Jurisdiction; provided that Vendor may only Deliver LME Warrants representing Refined Copper to a warehouse in a Permitted Warehouse Jurisdiction outside of the United Kingdom, if, for any such Delivery, the net price Vendor will pay for LME Warrants so Delivered is at least equal to the Reference Price (Copper) on the Date of Delivery (Copper).

H. Section 2.3 is hereby amended as follows:

The introductory language is amended to add the language “one (1) Business Day prior to” after the words “no later than”.

Subsection (a) is deleted in its entirety and replaced with:

(a) the calculation of the number of ounces of Refined Gold and tonnes of Refined Copper credited or physically Delivered and the amount of Stub Copper, if any;

Subsection (e) is hereby deleted in its entirety and replaced with:

(e) for LME Warrants to be Delivered which represent Refined Copper in a Permitted Warehouse Jurisdiction other than the United Kingdom: (i) the location of the Permitted Warehouse Jurisdiction, and (ii) the invoice from Vendor’s broker for Vendor’s purchase of the relevant LME Warrants to be Delivered to Purchaser, or such other documentation satisfactory to Purchaser to confirm the identity of the broker and the net price paid by Vendor for the relevant LME Warrants; and

I. A new Section 2.4B entitled “ Copper Purchase Price ” is hereby inserted in its applicable numeric location as follows:

2.4B Copper Purchase Price

The Purchaser shall pay to the Vendor a purchase price for each metric tonne of Refined Copper sold and Delivered by the Vendor to the Purchaser under this Agreement (the “ Copper Purchase Price ”) equal to:

(a) prior to the Deposit Reduction Time, the portion of the Reference Price (Copper) that is equal to the Copper Cash Price shall be paid in cash by wire transfer; and the portion of the Reference Price (Copper) in excess of the Copper Cash Price shall be applied against the Payment Deposit in order to reduce the outstanding balance of the Payment Deposit as set forth in the Deposit Record, until the outstanding balance has been reduced to nil; and

(b) from and after the Deposit Reduction Time, the Copper Cash Price.

J. A new Section 2.7 entitled “ Delivery Obligations — Concentrate Inventory Make Whole ” is hereby inserted in its applicable numeric location as follows:

(a) For any Lot shipped prior to the Third Amendment Effective Date in respect of which a Gold Payment is received prior to, on or after the Effective Date, the references to “35.00%” in the definition of Designated Percentage of Produced Gold shall be “52.25%”.

(b) If Concentrate Inventory as of 5:00 pm, Pacific Time on October 31, 2016 exceeds 20,000 dry metric tonnes of concentrate, then for each Lot shipped from and after the

Third Amendment Effective Date up to and including the first Lot which exceeds 8,000 dry metric tonnes of concentrate: (i) the references to “35.00%” in the definition of Designated Percentage of Produced Gold shall be “52.25%”; (ii) the references to “18.75%” in the definition of Designated Percentage of Produced Copper shall be “0%”; and (iii) the amount of Refined Gold and Refined Copper to be sold and Delivered to the Purchaser in respect of loss or damage of Produced Gold or Produced Copper in each such shipment shall be determined based on such percentages.

4. Amendments to Article 3 of the Existing Agreement.

The Parties agree to the following amendments to Article 3 of the Existing Agreement:

A. Section 3.1 is hereby amended by replacing the words “The Purchaser hereby agrees to pay” with the words “The Purchaser hereby agreed to pay”.

B. Section 3.2(e) is hereby amended by replacing the words “The Purchaser shall pay” with the words “The Purchaser paid”.

C. Section 3.3 is hereby amended by replacing the words “The Purchaser hereby agrees to pay” with the words “The Purchaser paid”.

D. Section 3.6 is hereby amended by adding “2.4B,” following the reference to Section 2.4.

5. Amendments to Article 8 of the Existing Agreement.

The Parties agree to the following amendments to Article 8 of the Existing Agreement:

A. Section 8.4(d) is hereby amended by (A) amending the first word thereof “The” to begin with a lower-case “t” and (B) adding the following language at the beginning of such subsection:

With respect to the initial twelve (12) Lots subject to this Agreement,

B. Section 8.5(c) is hereby amended by deleting the number and symbol “52.25%” after the words “a value equal to” and before the words “of the amount” and replacing them with the following:

(i) with respect to any Lot described in Sections 2.7(a) and (b), 52.25% and (ii) with respect to any other Lot, 35.00%, in each case

C. A new Section 8.5(d) is hereby inserted in its applicable numeric location as follows:

(d) Where the Vendor or its Affiliate receives payment under any insurance policy in respect of a shipment of Produced Copper that is lost or damaged after leaving the Milligan Project and before the risk of loss or damage is transferred to the Offtaker, the Vendor shall sell and Deliver to the Purchaser (without duplication to the extent previously sold and Delivered to the Purchaser by the Vendor) pursuant to Sections 2.1 and 2.4B, an amount of Refined Copper having a value equal to (i) with respect to any Lot described in Sections 2.7(a) and (b), 0% and (ii) with respect to any other Lot, 18.75%, in each case of the amount of the insurance payment received by the Vendor and its Affiliates in respect of Produced Copper in such shipment.

D. Section 8.6(a) is hereby amended as follows:

(a) The clause from the beginning of Section 8.6(a) through “…”Cap Expiration Date”)” is hereby deleted and replaced with “Until the Deposit Reduction Time”;

(b) The reference to “Existing Credit Agreement (as amended)” in Section 8.6(a) is hereby deleted and replaced with “New Credit Agreement”; and

(c) The words “earlier of (i) the date on which 425,000 ounces of Refined Gold have been sold and Delivered to the Purchaser under this Agreement and (ii) the date on which the outstanding balance of the Payment Deposit, as set forth in the Deposit Record, has been reduced by US$280,000,000” are hereby deleted and replaced with “Deposit Reduction Time”.

E. The last sentence of Section 8.6(a) is hereby replaced as follows:

The Parties agree and acknowledge that the New Intercreditor Agreement complies with the provisions set forth in Section 8.6(a)(i) through 8.6(a)(viii).

F. Section 8.6(g)(iv) is hereby amended by adding the following new sentence at the end of the existing section:

The Parties acknowledge and agree that Determination Date has occurred prior to the Third Amendment Effective Date.

G. New clauses 8.6(h), (i), (j) and (k) are hereby inserted in their alphanumeric location in the Agreement as follows:

(h) Following the Deposit Reduction Time and until an additional 35,000 metric tonnes of Refined Copper has been Delivered to Purchaser following the Deposit Reduction Time, Vendor and its subsidiaries shall maintain as at the end of each fiscal quarter, a ratio of consolidated Indebtedness (excluding Intercompany Indebtedness which is subordinated or postponed to the obligations of the Vendor to the Purchaser hereunder after the occurrence of a Vendor Event of Default that is continuing) to EBITDA (calculated on a rolling four quarter basis) of no more than 3.00:1.00.

(i) From and after the Third Amendment Effective Date until the expiry of the Term, all Intercompany Indebtedness shall be unsecured.

(j) If a Vendor Other Event of Default has occurred and is continuing, Vendor, its Subsidiaries, or to the extent that any Vendor Affiliate is a counterparty to a Mineral Offtake Agreement, such Vendor Affiliate, shall not make Distributions — Vendor Other Event of Default to any Affiliate of Vendor; provided, that any Subsidiary of Vendor shall be permitted to make Distributions — Vendor Other Event of Default to Vendor or any other Subsidiary of Vendor.

(k) If an Event of Default set forth in Section 12.1(a) or 12.1(e) has occurred and is continuing, Vendor, its Subsidiaries, or to the extent that any Vendor Affiliate is a counterparty to a Mineral Offtake Agreement, such Vendor Affiliate, shall not make Distributions — Vendor Fundamental Event of Default to any Affiliate of Vendor provided, that any Subsidiary of Vendor shall be permitted to make Distributions — Vendor Fundamental Event of Default to Vendor or any other Subsidiary of Vendor.

6. Amendment to Article 9 of the Existing Agreement.

A. A new Section 9.2 is hereby inserted in its numeric location in Article 9 of the Existing Agreement as follows:

9.2 Vendor Right of First Offer on Copper Interest

(a) If at any time and from time to time, Purchaser or any of its Affiliates wishes to offer for sale to any third party or, following an offer by a third party to purchase any of its rights to acquire Refined Copper under this Agreement (a “ Purchaser Copper Right ”), then the Purchaser shall, by notice in writing to the Vendor, first offer to sell back such Purchaser Copper Right to the Vendor for cancellation (or at the option of the Vendor, for sale to an affiliate of the Vendor) at the price and upon substantially the terms that the Purchaser proposes to offer or accept from a third party (which offer the Purchaser shall promptly provide to the Vendor) (the “ Purchaser Offer ”).

(b) Upon receipt of a Purchaser Offer, the Purchaser and the Vendor shall negotiate in good faith for a period of up to 45 days (or such longer period as may be required to give the Parties five (5) Business Days to negotiate a Definitive Agreement following resolution of an Apportionment dispute in accordance with Section 9.2(d)) commencing on the date of delivery by the Purchaser to the Vendor of the Purchaser Offer (the “ Negotiation Period (Vendor) ”) the definitive terms of an agreement for cancellation or sale, as the case may be, of the Purchaser Copper Right which is the subject of the Purchaser Offer (the “ Definitive Agreement (Vendor) ”).

If, during the Negotiation Period (Vendor), the Vendor and the Purchaser agree on the terms of the Definitive Agreement (Vendor), then the Vendor and the Purchaser shall enter into the Definitive Agreement (Vendor) and proceed to close the transaction as soon as commercially reasonable thereafter pursuant to the terms of such Definitive Agreement (Vendor). If, during the Negotiation Period (Vendor), the Vendor and the Purchaser are unable to agree on the terms of, and enter into, the Definitive Agreement (Vendor), then, on the earlier of (i) the last day of the Negotiation Period (Vendor), and (ii) the day on which the Vendor and the Purchaser agree that negotiations have ended, the Purchaser may commence negotiations with a third party for the sale of the Purchaser Copper Right which is the subject of the Purchaser Offer, and, either directly or through an Affiliate, sell the Purchaser Copper Right that is the subject of the Purchaser Offer to a third party, provided that the terms of sale are no more favourable to such third party than those offered to the Vendor in the Purchaser Offer.

(c) For the avoidance of doubt, this Section 9.2 shall not apply to any (i) copper spot sales, copper forward sales or options or other copper sales or copper loans to a financial institution or copper industry participant, (ii) internal transfers among Purchaser and its Affiliates, (iii) a sale of substantially all of the assets of the Purchaser, (iv) the sale of an equity interest in the Purchaser or any of its Affiliates or (v) any Transfer under Section 10.2.

(d) In the event that Purchaser or any of its Affiliates wishes to offer for sale to any third party, or receives an offer by a third party to purchase, a Purchaser Copper Right in a transaction that also includes an interest in Produced Gold under this Agreement or any rights under this Agreement in respect of Produced Gold (a “ Combination Transaction ”) then Purchaser shall include in the Purchaser Offer its apportionment of the total consideration between gold and copper (the “ Apportionment ”), which shall be prepared by Purchaser in good faith. Vendor shall have five (5) Business Days, to

dispute the Apportionment by delivery of a written notice to Purchaser (the “ Combination Transaction Dispute Notice ”), which notice shall contain Vendor’s proposed Apportionment. If Vendor fails to deliver a Combination Transaction Dispute Notice within such five (5) Business Day period, Vendor shall be deemed to have accepted the Apportionment for purposes of this Section 9.2. If Vendor timely delivers a Combination Transaction Dispute Notice, then the Parties shall negotiate in good faith to try to agree on the Apportionment and, if necessary, the identity of an Appraiser to determine the Apportionment. If the Parties fail to reach agreement on an Appraiser within three (3) Business Days from the date of delivery of the Combination Transaction Dispute Notice, then Purchaser shall immediately submit the name and qualifications of its proposed Appraiser to Vendor (the “ Purchaser Appraiser ”). Vendor shall have five (5) Business Days from expiry of such three (3) Business Day period to accept the Purchaser Appraiser as the sole appraiser of the dispute. If the Vendor accepts the Purchaser Appraiser as the sole appraiser of the dispute (the “ Agreed Appraiser ”), the Apportionment shall be determined by such Agreed Appraiser as set forth below. If the Vendor fails to accept the Purchaser Appraiser as the sole appraiser of the dispute within such five (5) Business Day period, then the Vendor shall select an appraiser (the “ Vendor Appraiser ”) and notify Purchaser of the identity of the Vendor Appraiser within such five (5) Business Day period. Within the three (3) Business Days following the selection of the Vendor Appraiser, each of the Vendor Appraiser and the Purchaser Appraiser shall, acting reasonably, attempt to agree on a third person to act as an Appraiser (the “ Third Appraiser ”) and failing agreement between them nominate three (3) persons to serve as a potential Third Appraiser. If such lists contain a single common person, such person shall be the Third Appraiser hereunder. If such lists contain more than one common person, the Third Appraiser shall be selected by lot among such common persons. If such lists do not contain any common persons, then the Vendor Appraiser and Purchaser Appraiser shall, acting reasonably, attempt to agree on a Third Appraiser and failing agreement between them continue to nominate three (3) additional persons on each successive Business Day thereafter until one or more common persons are contained on such lists, following which the Third Appraiser shall be determined as set forth above. The Apportionment shall be determined as follows:

(i) If there is an Agreed Appraiser, such Agreed Appraiser shall submit to the Parties a report within seven (7) Business Days of its engagement setting forth the Apportionment. The expenses of the Agreed Appraiser shall be borne equally by the Parties. The determination of the Agreed Appraiser as to the Apportionment shall be final and binding upon all parties (absent manifest or clerical error).

(ii) If there is not an Agreed Appraiser, then each of the Vendor Appraiser, the Purchaser Appraiser and the Third Appraiser shall submit to the Parties a report within seven (7) Business Days of their respective engagements setting forth each such Appraiser’s determination of the Apportionment. The expenses of the Vendor Appraiser shall be borne by Vendor, the expenses of the Purchaser Appraiser shall be borne by Purchaser, and the expenses of the Third Appraiser shall be born equally by the Parties. The calculations of each Appraiser shall be final and binding for purposes of the following sentence (absent manifest or clerical error). If this Section 9.2(d)(ii) is applicable, the “Apportionment” for purposes of this Agreement shall be deemed to be the average of the determination of each of the Vendor Appraiser, the Purchaser Appraiser and the Third Appraiser. The Appraisers shall act as, and shall be deemed to act as, experts and not arbitrators.

The Apportionment, as mutually agreed upon between the Parties or as resolved pursuant to this Section 9.2(d), shall be deemed to be the purchase price of the Purchaser Copper Right for purposes of the last clause the last sentence of Section 9.2(b).

7. Amendment to Section 10.5(a) of the Existing Agreement.

The words and punctuation “subject to Section 9.2,” are hereby inserted after the words and punctuation “Thereafter,” in the last sentence of Section 10.5 of the Existing Agreement.

8. Amendment to Section 10.6 of the Existing Agreement.

The language “neither the Vendor nor Thompson Creek shall” are hereby deleted and replaced with the words “Vendor shall not” in the first line of Section 10.6 of the Existing Agreement.

9. Amendment to Section 13.1(a) of the Existing Agreement.

Section 13.1(a) of the Existing Agreement is hereby amended by inserting the words “or 2.4B, as applicable” following the reference to Section 2.4.

10. Amendments to Section 15.3 of the Existing Agreement.

A. Section 15.3(b) of the Existing Agreement is hereby amended by deleting the final period and adding the following language:

(in the case of Refined Gold), and the Reference Price (Copper) on the date such dollar amount became overdue (in the case of Refined Copper).

B. Section 15.3(c) of the Existing Agreement is hereby amended by adding a final sentence as follows:

The value of any such overdue payment associated with Refined Copper owed to the Purchaser under this Agreement shall be based on the Reference Price (Copper) on the date such Refined Copper became overdue, and the Purchaser may elect to receive such overdue payment in Refined Copper (in accordance with Section 2.2B(d)) or as a set off against future Copper Purchase Price payments owed to the Vendor under Section 2.5.

11. Amendments to Section 15.4 of the Existing Agreement.

A. Section 15.4(a)(i) of the Existing Agreement is hereby amended by inserting the following language before the punctuation and words “), as applicable (the “Dispute Period”);”:

or the net purchase price paid by Vendor for LME Warrants Delivered hereunder

B. Section 15.4(a)(v) of the Existing Agreement is hereby amended by inserting the following language and numbering after the words and numbering “so Delivered by Vendor, or (ii)”:

for any Delivery of LME Warrants representing Refined Copper hereunder to a Permitted LME Warehouse located outside of the United Kingdom, the net purchase price paid for LME Warrants so Delivered was less than the Reference Price (Copper) on the Date of Delivery (Copper), or (iii)

12. Amendments to Section 17.5 of the Existing Agreement.

A. Section 17.5(a) of the Existing Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(i) if to Vendor to:

Thompson Creek Metals Company Inc.
1 University Avenue, Suite 1500
Toronto, ON M5J 2P1
Attention: Chief Financial Officer
Facsimile: (416) 204-1954

- and —

Thompson Creek Metals Company Inc.
26 West Dry Creek Circle
Suite 810
Littleton, Colorado 80120
USA
Attention: President, Base Metals Division
Facsimile: (303) 761-7420

(ii) if to Purchaser, to:

RGLD GOLD AG

Baarerstrasse 71
6300 Zug
Switzerland
Attention: Vice President

Facsimile : +41 41 530 1280

- and —

Hogan Lovells US LLP

1601 Wewatta Street, Suite 900

Denver, CO 80202 USA

Attention: Paul Hilton, Esq. and Kevin Burke, Esq.

Facsimile: (303) 899-7333

(iii) if to Royal Gold, to:

Royal Gold, Inc.

1660 Wynkoop Street, Suite 1000

Denver, CO 80202-1132 USA

Attention: General Counsel

Facsimile: (303) 595-9385

with a copy, which shall not constitute notice, to:

Hogan Lovells US LLP

1601 Wewatta Street, Suite 900

Denver, CO 80202 USA

Attention: Paul Hilton, Esq. and Kevin Burke, Esq.

Facsimile: (303) 899-7333

B. Section 17.13 is hereby deleted in its entirety and replaced as follows:

17.13 Springing Guarantee .

If, following the Third Amendment Effective Date, Vendor effectuates an Assignment to an Affiliate (the “ New Vendor ”), then, effective as of the date of the consummation of such Assignment, the Vendor under this Agreement as of the Third Amendment Effective Date (the “ Current Vendor ”) hereby absolutely, unconditionally and irrevocably guarantees the prompt and complete performance of all of the terms, covenants, conditions and provisions to be performed by the New Vendor pursuant to this Agreement, and shall perform such terms, covenants, conditions and provisions upon the default or non-performance thereof by the New Vendor.

13. Amendment to Schedule B of the Existing Agreement

Schedule B of the Existing Agreement is hereby amended by (i) deleting the phrase “100 claims” after the words and punctuation “Mineral Claims Tenure Identification:” and replacing the phrase with “103 claims”, and (ii) inserting the following at the end of the chart:

101. 896789

102. 524891

103. 524892

14. Amendment to Schedule G of the Existing Agreement.

Schedule G of the Existing Agreement is hereby amended by deleting the word “Scheduled” each time it appears in the “Status” column and replacing it with the word “Paid”.

15. Acknowledgement of Deposit Record.

The Parties hereby acknowledge and agree that the calculation of the Deposit Record as of the Third Amendment Effective Date is as set forth on Annex 1 hereto.

16. Deliveries by the Parties.

A. The Vendor has delivered to the Purchaser the following on the Third Amendment Effective Date:

(a) a counterpart to this Third Amendment, duly executed by an authorized officer of the Vendor;

(b) a counterpart to the New Intercreditor Agreement, duly executed by an authorized officer of the Vendor and The Bank of Nova Scotia;

(c) a counterpart to each Security Agreement, duly executed by an authorized officer of the Vendor, and shall have authorized the Purchaser to effect filings in respect of all such Security Agreements in all offices, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser under the Security Agreements. Without limiting the foregoing, the Purchaser shall register the Security Agreements in: (i) British Columbia’s Mineral Titles Online Registry against each of the Mineral Claims and Mineral Leases that are part of the Milligan Property, and (ii)

British Columbia’s Personal Property Registry and Ontario’s Personal Property Registry against all personal property of the Vendor subject to the security interests granted under the Security Agreements;

(d) evidence reasonably satisfactory to the Purchaser (i) that the Acquisition has been consummated in accordance with the terms of the Arrangement Agreement, and (ii) that the New Credit Agreement has been entered into by the parties thereto and is in full force and effect.

(e) an executed certificate of a senior officer of the Vendor in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the date of the Third Amendment Effective Date, as to: (i) resolutions of the board of directors or other comparable authority of the Vendor authorizing the execution, delivery and performance of this Third Amendment, the Security Agreements and the New Intercreditor Agreement (“collectively, the “ Third Amendment Transaction Documents ”), and the transactions contemplated hereby and thereby, (ii) the names, positions and true signatures of the persons authorized to sign the Third Amendment Transaction Documents on behalf of the Vendor, and (iii) such other matters pertaining to the transactions contemplated hereby as the Purchaser has reasonably required; and

(f) a favourable legal opinion, in form and substance substantially similar to such legal opinions previously provided in connection with the Existing Agreement, dated as of the Third Amendment Effective Date, from legal counsel to the Vendor as to (i) the legal status of the Vendor, (ii) the corporate power and authority of the Vendor to execute, deliver and perform the Third Amendment Transaction Documents to which it is a party, (iii) the execution and delivery of the Third Amendment Transaction Documents to which it is a party and the enforceability of the Third Amendment Transaction Documents to which it is a party against the Vendor and (iv) matters with respect to the security interests granted to the Purchaser pursuant to the Security Agreements.

B. The Purchaser has delivered to the Vendor the following on the Third Amendment Effective Date:

(a) a counterpart to each Third Amendment Transaction Document to which the Purchaser or Royal Gold is a party, duly executed by an authorized officer of the Purchaser and Royal Gold;

(b) an executed certificate of a senior officer of the Purchaser in form and substance satisfactory to the Vendor, acting reasonably, dated as of the date of the Third Amendment Effective Date, as to: (i) resolutions of the board of directors or other comparable authority of the Purchaser and Royal Gold authorizing the execution, delivery and performance of the Third Amendment Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, (ii) the names, positions and true signatures of the persons authorized to sign the Third Amendment Transaction Documents to which it is a Party on behalf of the Purchaser and Royal Gold, and (iii) such other matters pertaining to the transactions contemplated hereby as the Vendor has reasonably required; and

(c) a favourable legal opinion, in form and substance substantially similar to such legal opinions previously provided in connection with the Existing Agreement, dated as of the Third Amendment Effective Date, from legal counsel to the Purchaser and Royal

Gold as to (i) the legal status of the Purchaser and Royal Gold, (ii) the corporate power and authority of the Purchaser and Royal Gold to execute, deliver and perform this Third Amendment to which it is a party, (iii) the execution and delivery of this Third Amendment to which it is a party and the enforceability of this Third Amendment against the Purchaser and Royal Gold.

17. Representations and Warranties

A. The Purchaser, acknowledging that the Vendor is entering into this Third Amendment in reliance thereon, hereby makes the representations and warranties set forth in Exhibit A to the Vendor on and as of the Third Amendment Effective Date.

B. Royal Gold, acknowledging that the Vendor is entering into this Third Amendment in reliance thereon, hereby makes the representations and warranties set forth in Exhibit B to the Vendor on and as of the Third Amendment Effective Date.

C. The Vendor, acknowledging that the Purchaser and Royal Gold are entering into this Third Amendment in reliance thereon, hereby makes the representations and warranties set forth in Exhibit C to the Purchaser and Royal Gold on and as of the Third Amendment Effective Date.

18. General.

A. Except as otherwise expressly provided by this Third Amendment, all terms, conditions and provisions of the Existing Agreement shall remain unchanged. It is declared and agreed by each of the Parties that the Existing Agreement, as amended hereby, shall continue in full force and effect, and that this Third Amendment and the Existing Agreement shall be read and construed as one instrument.

B. This Third Amendment shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Third Amendment.

C. This Third Amendment may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Third Amendment by telecopy or electronic scan shall be effective as delivery of a manually executed counterpart of this Third Amendment.

[Signature page follows]

IN WITNESS WHEREOF the Parties have executed this Third Amendment as of the day and year first written above.

RGLD GOLD AG


Per:	/s/ Jason Hynes
	Name:	Jason Hynes
	Title:	Vice President


THOMPSON CREEK METALS COMPANY INC.


Per:	/s/ Darren Millman
	Name:	Darren Millman
	Title:


ROYAL GOLD, INC.


Per:	/s/ William Heissenbuttel
	Name:	William Heissenbuttel
	Title:	VP Corporate Development

[SIGNATURE PAGE – THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT]

Exhibit A: Purchaser Representations

(a) it is a company validly existing under the laws of its jurisdiction of incorporation and is up to date in respect of all filings required by law to maintain its existence;

(b) all requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approvals, with respect to entering into the Third Amendment Transaction Documents to which it is a party and performing its obligations hereunder and thereunder;

(c) it has the requisite corporate power, capacity and authority to enter into the Third Amendment Transaction Documents to which it is a party and performing its obligations hereunder and thereunder;

(d) the Third Amendment Transaction Documents to which it is a party and the exercise of its rights and performance of its obligations thereunder do not and will not, (i) conflict with or result in a default under any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its constating or constitutive documents or (iii) conflict with or violate any Applicable Laws, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser or the performance of its obligations under the Third Amendment Transaction Documents to which it is a party;

(f) no Approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of the Third Amendment Transaction Documents to which it is a party or the transactions contemplated hereby or thereby;

(g) the Third Amendment Transaction Documents to which it is a party have been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms subject to any qualification regarding enforceability in the legal opinion provided pursuant to this Third Amendment;

(h) it has not suffered an Insolvency Event and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event with respect to it; and

(i) it enters into and performs this Third Amendment on its own account and not as trustee or a nominee of any other person.

Exhibit B: Royal Gold Representations.

(a) it is a company validly existing and in good standing under the laws of State of Delaware;

(c) it has the requisite corporate power, capacity and authority to enter into the Third Amendment Transaction Documents to which it is party and to perform its obligations thereunder and thereunder;

(d) the Third Amendment Transaction Documents to which it is party and the exercise of its rights and performance of its obligations thereunder do not and will not, (i) conflict with or result in a default under any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its charter or bylaws, or (iii) conflict with or violate any Applicable Laws, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser or the performance of its obligations under the Third Amendment Transaction Documents to which it is party;

(f) no Approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of the Third Amendment Transaction Documents to which it is party or the transactions contemplated hereby or thereby;

(g) the Third Amendment Transaction Documents to which it is party have been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms subject to any qualification regarding enforceability in the legal opinion provided pursuant to this Third Amendment;

(i) it enters into and performs this Third Amendment on its own account and not as trustee or a nominee of any other person.

Exhibit C: Vendor Representations

(a) it is a company validly existing under the laws of its jurisdiction of incorporation and is up to date in respect of all filings required by law to maintain its existence;

(b) all requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approvals, with respect to entering into the Third Amendment Transaction Documents and performing its obligations hereunder and thereunder;

(c) it has the requisite corporate power, capacity and authority to enter into the Third Amendment Transaction Documents and to perform its obligations thereunder;

(d) the Third Amendment Transaction Documents and the exercise of its rights and performance of its obligations hereunder and thereunder do not and will not, (i) conflict with its constating or constitutive documents, or (ii) conflict with or violate any Applicable Laws, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(e) no Approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of the Third Amendment Transaction Documents or the transactions contemplated hereby and thereby;

(f) each of the Third Amendment Transaction Documents has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms subject to any qualification regarding enforceability in the legal opinions provided pursuant to this Third Amendment;

(g) it enters into and performs the Third Amendment Transaction Documents on its own account and not as trustee or a nominee of any other person.

Annex 1 — Deposit Record as of Third Amendment Effective Date

* [Redacted]*

EXHIBIT 10.2

INTERCREDITOR AGREEMENT

Intercreditor Agreement (this “ Agreement ”), dated as of October 20, 2016, among The Bank of Nova Scotia (in its capacity as administrative agent, with its successors and assigns, and as more specifically defined below, the “ Senior Debt Representative ”) for the Senior Debt Secured Parties (as defined below), RGLD Gold AG, a Swiss corporation as purchaser (with its successors and assigns, the “ Purchaser ”) of certain refined gold and refined copper from Thompson Creek Metals Company Inc., a company amalgamated under the laws of British Columbia, (the “ Vendor ”) and the Vendor.

WHEREAS, Centerra B.C. Holdings Inc. (the “ Borrower ”), a company incorporated under the laws of British Columbia and wholly owned by Centerra Gold Inc., the Senior Debt Representative and certain financial institutions as lenders are parties to a credit agreement dated as of October 20, 2016, (the “ Senior Debt Agreement ”) pursuant to which certain senior secured credit facilities shall be made available to the Borrower (the “ Senior Secured Facilities ”), which Senior Secured Facilities will be secured by certain guarantees and liens granted by the Borrower, the Vendor and certain of their subsidiaries, on substantially all of their present and after-acquired assets, subject to certain exceptions, permitted liens and encumbrances described in the Senior Debt Agreement and the other security documents referred to therein;

WHEREAS, the Vendor, a wholly owned subsidiary of the Borrower, Royal Gold, Inc., a Delaware corporation (“ Royal Gold ”), and the Purchaser are parties to the Amended and Restated Purchase and Sale Agreement, dated as of December 14, 2011, as amended by (i) the First Amendment thereto dated as of August 8, 2012, (ii) the Second Amendment thereto dated as of December 11, 2014, and (iii) the Third Amendment thereto (the “ Third Amendment to the Royal Gold Purchase Agreement ”), dated as of October 20, 2016, (as so amended, the “ Royal Gold Purchase Agreement ”), pursuant to which, among other things, (i) the Purchaser paid the Payment Deposit (as defined below), a portion of which has been used by a predecessor of the Vendor in connection with the development of the Milligan Project (as defined below) and (ii) the Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Vendor, an amount of Refined Gold (as defined below) and Refined Copper (as defined below) equal to the Designated Percentage of Produced Gold (as defined below) and Designated Percentage of Produced Copper (as defined below).

WHEREAS, the Vendor has granted to the Senior Debt Representative security interests and liens in the Collateral (as defined below) as security for payment and performance of the Senior Debt Obligations; and

WHEREAS, the Vendor has granted to the Purchaser security interests and liens in the Collateral as security for payment and performance of the Royal Gold Obligations (as defined below).

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

SECTION 1. Definitions; Rules of Construction.

1.1 PPSA Definitions . The following terms which are defined in the PPSA are used herein as so defined in respect of the Collateral to which the PPSA applies: Accounts, Chattel Paper, Documents of Title, Equipment, Fixtures, Intangibles, Goods, Instruments, Inventory, Investment Property and Money except that the term Goods shall not include “consumer goods” as defined in the PPSA.

1.2 Defined Terms . The following terms, as used herein, have the following meanings:

“ Additional Debt ” has the meaning set forth in Section 9.5(b) .

“ Borrower ” has the meaning set forth in the first WHEREAS clause above.

“ Borrower Party ” means the Borrower and each direct or indirect affiliate or shareholder (or equivalent) of the Borrower or any of its affiliates that is now or hereafter becomes a party to any Senior Debt Documents. All references in this Agreement to any Borrower Party shall include such Borrower Party as a debtor in possession and any Receiver or Trustee for such Borrower Party or its property in any Insolvency Proceeding.

“ Collateral ” means, collectively, all property relating to or arising out of the Milligan Project, now or hereafter owned by the Vendor or, in or to which the Vendor now or hereafter has rights, including all such rights and (as the context so admits) any item or part thereof, upon which a Lien is granted pursuant to the Security Documents.

“ Comparable Security Document ” means, in relation to any Senior Collateral subject to any Senior Security Document, that Junior Security Document that creates a security interest in the same Senior Collateral, granted by the Vendor, as applicable.

“ Credit Documents ” shall mean, collectively, the Senior Debt Documents and the Royal Gold Documents.

“ Designated Percentage of Produced Copper ” has the meaning set forth in the Royal Gold Purchase Agreement as in effect as of the Effective Date.

“ Designated Percentage of Produced Gold ” has the meaning set forth in the Royal Gold Purchase Agreement as in effect as of the Effective Date.

“ Effective Date ” means October 20, 2016, the effective date of (i) the Third Amendment to the Royal Gold Purchase Agreement, giving effect to the amendment of the Royal Gold Purchase Agreement and (ii) the Senior Debt Agreement.

“ Enforcement Action ” means, with respect to the Senior Debt Obligations or the Royal Gold Obligations, the exercise of any rights and remedies with respect to any Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under, as applicable, the Senior Debt Documents or the Royal Gold Documents, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the PPSA of any applicable jurisdiction or under any Insolvency Laws.

“ Insolvency Law ” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and any similar statute or law or any corporate law in any jurisdiction dealing with bankruptcy, insolvency, restructuring of debts or analogous concepts, and including without limitation, the filing of an application or commencement of proceedings under provisions of the Canada Business Corporations Act or the Business Corporations Act (British Columbia) (or any successors to such statutes or comparable legislation in other jurisdictions) seeking to impose a stay of proceedings against creditors, seeking to approve or impose a plan of arrangement providing for the compromise of claims of creditors or imposing other limitations or restrictions on creditors’ rights.

“ Insolvency Proceeding ” means (a) any proceeding or filing, whether filed by or against any Borrower Party or its assets, seeking relief under any Insolvency Law, (b) any voluntary or involuntary appointment of a Trustee, Receiver, Monitor, liquidator, custodian, sequestrator, conservator or any similar official for any Borrower Party or for a substantial part of the property or assets of any Borrower Party, (c) any voluntary or involuntary dissolution, winding-up or liquidation of any Borrower Party or of the business of any Borrower Party, or (d) a general assignment for the benefit of creditors by any Borrower Party or any marshalling of their assets.

“ Junior Collateral ” shall mean with respect to any Junior Secured Party, any Collateral on which it has a Junior Lien.

“ Junior Documents ” shall mean, collectively, with respect to any Junior Obligations, any provision pertaining to such Junior Obligation in any Credit Document or any other document, instrument or certificate evidencing or delivered in connection with such Junior Obligation.

“ Junior Liens ” shall mean (a) with respect to any Senior Debt Priority Collateral, all Liens securing the Royal Gold Obligations and (b) with respect to any Royal Gold Priority Collateral, all Liens securing the Senior Debt Obligations.

“ Junior Obligations ” shall mean (a) with respect to any Senior Debt Priority Collateral, all Royal Gold Obligations and (b) with respect to any Royal Gold Priority Collateral, all Senior Debt Obligations.

“ Junior Representative ” shall mean (a) with respect to any Senior Debt Obligations or any Senior Debt Priority Collateral, the Purchaser and (b) with respect to any Royal Gold Obligations or any Royal Gold Priority Collateral, the Senior Debt Representative.

“ Junior Secured Parties ” shall mean (a) with respect to the Senior Debt Priority Collateral, the Purchaser and (b) with respect to the Royal Gold Priority Collateral, all Senior Debt Secured Parties.

“ Junior Security Documents ” shall mean with respect to any Junior Secured Party, the Security Documents that secure the Junior Obligations.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, hypothecation, assignment, assignation, debenture, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any

conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Lien Priority ” means with respect to any Lien of the Senior Debt Representative or Purchaser in the Collateral, the order of priority of such Lien specified in Section 2.1 .

“ Milligan Assets ” means all present and future assets and property of Vendor forming part of, or used in the extraction, production and/or processing of minerals at, or which relate to or arise out of, the Milligan Project.

“ Milligan Project ” has the meaning set forth in the Royal Gold Purchase Agreement as in effect on the Agreement Effective Date.

“ Milligan Property ” has the meaning set forth in the Royal Gold Purchase Agreement as in effect on the Agreement Effective Date.

“ Monitor ” means any monitor appointed by a court in any proceedings in respect of a Borrower Party under the Companies’ Creditors Arrangement Ac t (Canada).

“ Payment Deposit ” has the meaning set forth in the Royal Gold Purchase Agreement as in effect on the Agreement Effective Date.

“ Person ” means any person, individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, unincorporated organization, association, institution, entity, party, including any government and any political subdivision, agency or instrumentality thereof.

“ Post-Filing Interest ” means any interest or entitlement to fees or expenses or other charges that accrues after the commencement of any Insolvency Proceeding (or would accrue but for the commencement of an Insolvency Proceeding), whether or not allowed or allowable in any such Insolvency Proceeding.

“ PPSA ” means the Personal Property Security Act as the same may, from time to time, be in effect in the Province of British Columbia and any equivalent law of any other applicable jurisdiction.

“ Priority Collateral ” means the Senior Debt Priority Collateral or the Royal Gold Priority Collateral.

“ Proceeds ” means (a) all “proceeds,” as defined in the PPSA, with respect to the Collateral, and (b) whatever is recoverable or recovered when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily, including, without limitation, all proceeds of any insurance policy covering the Collateral.

“ Purchaser ” has the meaning set forth in the introductory paragraph hereof.

“ Real Property ” means any right, title or interest in and to real property, including any fee interest, leasehold interest, easement, or license and any other right to use or occupy real property, including any right arising by contract.

“ Receiver ” means a receiver, a manager, a receiver and manager, or an interim receiver, whether privately appointed or appointed by court order in respect of a Borrower Party.

“ Refined Copper ” means electrolyte “Copper — Grade A” as more fully described in the London Metal Exchange Rules and Regulations published by the London Metal Exchange (and any successor entity thereto), as the same may be amended from time to time.

“ Refined Gold ” means marketable metal bearing material in the form of gold bars or coins that is refined to a minimum 995 parts per 1,000 fine gold.

“ Royal Gold Documents ” means the Royal Gold Purchase Agreement and the Royal Gold Security Documents.

“ Royal Gold Lien ” means any Lien created by the Royal Gold Security Documents.

“ Royal Gold Obligations ” means all obligations, liabilities and indebtedness of the Vendor for the performance of covenants, tasks or duties and other obligations under or in connection with the Royal Gold Purchase Agreement and the Royal Gold Security Documents, including, without limitation, the delivery of Refined Gold and Refined Copper to the Purchaser, the payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable and including return to the Purchaser of the outstanding balance of the Payment Deposit under the circumstances set forth in the Royal Gold Purchase Agreement), the development of the Milligan Project, the execution and delivery of the Mineral Offtake Agreements (as defined in the Royal Gold Purchase Agreement) in respect of gold and copper produced from the Milligan Project, the maintenance of insurance in respect of the Milligan Project, the maintenance of the Deposit Record, and all other covenants, duties or payments of amounts, of any kind or nature, present or future, absolute or contingent, joint or several or joint and several, direct or indirect, matured or not, extended or renewed, whenever and however incurred, whether or not evidenced by any note, agreement, letter of credit agreement or other instrument, arising under, by reason of, pursuant to or otherwise in respect of the Royal Gold Purchase Agreement, any Royal Gold Security Document or any other security agreement granted by the Vendor to the Purchaser, and (as the context so admits) each and every item or part of any thereof. This term includes all principal, interest (including all interest that accrues after the commencement of, or which would have accrued but for the commencement of, any Insolvency Proceeding in accordance with and at the rate, including any late payment or default rate (under the Royal Gold Purchase Agreement and/or the Royal Gold Security Documents) to the extent lawful, specified herein or in the Royal Gold Purchase Agreement, whether or not such interest is an allowable claim in such Insolvency Proceeding), expenses, legal fees and any other sum chargeable to the Vendor under the Royal Gold Purchase Agreement, any Royal Gold Security Document or any other purchase or security agreement granted by the Vendor to the Purchaser, and (as the context so admits) each and any item or part of any thereof. To the extent any payment with respect to any Royal Gold Obligation (whether by or on behalf of the Vendor, as Proceeds of security, enforcement of any right of setoff or

otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to the estate of the Vendor, any Senior Debt Secured Party, Receiver, Trustees, or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Senior Debt Secured Parties and the Purchaser, be deemed to be reinstated and outstanding as if such payment had not occurred.

“ Royal Gold Obligations Payment Date ” means the first date on which (a) the Royal Gold Obligations (other than those that constitute Unasserted Contingent Obligations) have been indefeasibly satisfied in full and/or otherwise fully performed under and in accordance with the Royal Gold Purchase Agreement and the Royal Gold Security Documents or (b) all Royal Gold Obligations have otherwise been terminated in accordance with the Royal Gold Purchase Agreement, and so long as the Senior Debt Obligations Payment Date shall not have occurred, the Purchaser has delivered a written notice to the Senior Debt Representative stating that the events described in clauses (a) or (b) have occurred to the satisfaction of the Purchaser.

“ Royal Gold Post-Petition Assets ” has the meaning set forth in Section 5.2(a) .

“ Royal Gold Priority Collateral ” means all Collateral consisting of (i) the Designated Percentage of Produced Gold, (ii) the Designated Percentage of Produced Copper, and all proceeds of the foregoing registered pursuant to PPSA.

“ Royal Gold Purchase Agreement ” has the meaning set forth in the second WHEREAS clause of this Agreement.

“ Royal Gold Security Documents ” means collectively, (i) the Amended and Restated Security Agreement entered into as of December 14, 2011, as amended August 8, 2012, as amended December 11, 2014, and as amended on the Effective Date, by and between the Vendor and the Purchaser for the mining claims and leases with respect to the Milligan Project, (ii) the Amended and Restated Security Agreement entered into as of December 14, 2011, as amended August 8, 2012, as amended December 11, 2014, and as amended on the Effective Date, by and between the Vendor and the Purchaser for all personal property of the Vendor relating to or arising out of the Milligan Project and (iii) the Amended and Restated Security Agreement entered into as of December 14, 2011, as amended August 8, 2012, as amended December 11, 2014, and as amended on the Effective Date, by and between the Vendor and the Purchaser creating a floating charge over the real property relating to or comprising the Milligan Property.

“ Royal Gold Trigger Event ” means when a Vendor Event of Default shall have occurred and be continuing and the Purchaser shall have given a written notice to the Vendor to terminate the Royal Gold Purchase Agreement and/ or demand the outstanding balance of the Payment Deposit, if any.

“ Secured Obligations ” shall mean the Senior Debt Obligations and the Royal Gold Obligations.

“ Secured Parties ” means the Senior Debt Secured Parties and the Purchaser.

“ Security Documents ” means, collectively, the Senior Debt Security Documents and the Royal Gold Security Documents.

“ Senior Collateral ” shall mean with respect to any Senior Secured Party, any Collateral on which it has a Senior Lien.

“ Senior Debt Agreement ” has the meaning set forth in the first WHEREAS clause above.

“ Senior Debt DIP Financing ” has the meaning set forth in Section 5.2(a) .

“ Senior Debt Documents ” means the Senior Debt Agreement, each Senior Debt Security Document, each Senior Debt Guarantee and each other “Finance Document” as defined in the Senior Debt Agreement.

“ Senior Debt Guarantee ” means any guarantee by the Vendor of any or all of the Senior Debt Obligations.

“ Senior Debt Lien ” means any Lien created by the Senior Debt Security Documents.

“ Senior Debt Obligations ” means, for the purpose of this definition only, all “Secured Obligations” (as defined in the Senior Debt Agreement) of each Obligor (as defined in the Senior Debt Agreement). To the extent any payment with respect to any Senior Debt Obligation (whether by or on behalf of the Vendor, as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, the Purchaser, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Senior Debt Secured Parties and the Purchaser, be deemed to be reinstated and outstanding as if such payment had not occurred.

“ Senior Debt Obligations Payment Date ” means the first date on which (a) the Senior Debt Obligations (other than those that constitute Unasserted Contingent Obligations) have been indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with the terms of the Senior Debt Documents), (b) all commitments to extend credit under the Senior Debt Documents have been terminated, (c) there are no outstanding letters of credit or similar instruments issued under the Senior Debt Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the Senior Debt Documents), and (d) so long as the Royal Gold Obligations Payment Date shall not have occurred, the Senior Debt Representative has delivered a written notice to the Purchaser stating that the events described in clauses (a), (b) and (c) have occurred to the satisfaction of the Senior Debt Secured Parties.

“ Senior Debt Post-Filing Assets ” has the meaning set forth in Section 5.2(b) .

“ Senior Debt Priority Collateral ” means all Collateral other than the Royal Gold Priority Collateral.

“ Senior Debt Representative ” has the meaning set forth in the introductory paragraph hereof.

“ Senior Debt Secured Parties ” means the Senior Debt Representative and the other Finance Parties (as defined in the Senior Debt Agreement).

“ Senior Debt Security Documents ” means, for the purpose of this definition only, the “Security Documents” as defined in the Senior Debt Agreement.

“ Senior Documents ” shall mean, collectively, with respect to any Senior Obligation, any provision pertaining to such Senior Obligation in any Credit Document or any other document, instrument or certificate evidencing or delivered in connection with such Senior Obligation.

“ Senior Liens ” shall mean (a) with respect to the Senior Debt Priority Collateral, all Liens securing the Senior Debt Obligations and (b) with respect to the Royal Gold Priority Collateral, all Liens securing the Royal Gold Obligations.

“ Senior Obligations ” shall mean (a) with respect to any Senior Debt Priority Collateral, all Senior Debt Obligations and (b) with respect to any Royal Gold Priority Collateral, all Royal Gold Obligations.

“ Senior Obligations Payment Date ” shall mean (a) with respect to Senior Debt Obligations, the Senior Debt Obligations Payment Date and (b) with respect to any Royal Gold Obligations, the Royal Gold Obligations Payment Date.

“ Senior Representative ” shall mean (a) with respect to any Senior Debt Priority Collateral, the Senior Debt Representative and (b) with respect to any Royal Gold Priority Collateral, the Purchaser.

“ Senior Secured Parties ” shall mean (a) with respect to the Senior Debt Priority Collateral, all Senior Debt Secured Parties and (b) with respect to the Royal Gold Priority Collateral, the Purchaser.

“ Senior Security Documents ” shall mean with respect to any Senior Secured Party, the Security Documents that secure the Senior Obligations.

“ STA ” means the Securities Transfer Act as the same may, from time to time, be in effect in the Province of British Columbia and any equivalent law of any applicable jurisdiction.

“ Standstill Period ” has the meaning set forth in Section 3.2(a) .

“ Third Amendment to the Royal Gold Purchase Agreement ” has the meaning set forth in the second WHEREAS clause above.

“ Trustee ” means a trustee in bankruptcy or a proposal trustee appointed in proceedings under the Bankruptcy and Insolvency Act (Canada) in respect of a Borrower Party.

“ Unasserted Contingent Obligations ” shall mean, at any time, Senior Debt Obligations or Royal Gold Obligations, as applicable, for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any Senior Debt Obligation or Royal Gold Obligation, as

applicable, and (b) with respect to Senior Debt Obligations contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Senior Debt Obligations or Royal Gold Obligations, as applicable, for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

“ Vendor Event of Default ” has the meaning set forth in the Royal Gold Purchase Agreement as in effect on the Agreement Effective Date.

1.3 Rules of Construction . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For purposes of this Agreement, all references to the Royal Gold Purchase Agreement and Royal Gold Security Documents shall be to refer to the Royal Gold Purchase Agreement and Royal Gold Security Documents, then extant.

SECTION 2. Lien Priority.

2.1 Lien Subordination . Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the PPSA, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of its respective Collateral hereby agrees that:

(a) any Senior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any Junior Lien in respect of such Collateral (whether or not such Senior Lien is subordinated to any Lien securing any other obligation); and

(b) any Junior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Senior Lien in respect of such Collateral.

2.2 Prohibition on Contesting Liens or Documents . Subject to the Lien Priority set forth herein, each of the Purchaser and the Senior Debt Representative (on behalf of the Senior Debt Secured Parties) hereby agrees, without prejudice to its rights under this Agreement, that it shall not, and hereby waives any right to:

(a) contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity or enforceability of any Senior Lien or Junior Lien, as applicable, on the Collateral or Royal Gold Documents or Senior Debt Documents, as applicable; or

(b) demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or similar right which it may have in respect of such Collateral or the Senior Liens or Junior Liens, as applicable, on the Collateral, or Royal Gold Documents or Senior Debt Documents, as applicable, except to the extent that such rights are expressly granted in this Agreement.

2.3 Nature of Obligations . The Purchaser acknowledges that a portion of the Senior Debt Obligations may represent debt that is revolving in nature and that the amount of Senior Debt Obligations that may be outstanding at any time or from time to time may be increased, reduced or repaid and, in the case of debt and credit that is revolving in nature, subsequently reborrowed, and that the terms of the Senior Debt Obligations and any Senior Debt Agreement or any provision thereof may be waived, modified, extended, amended, restated or supplemented from time to time, and that the aggregate amount of the Senior Debt Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Purchaser and without affecting the provisions hereof. The Senior Debt Representative on behalf of itself and the other Senior Debt Secured Parties acknowledges that the amount of any Royal Gold Obligations may be increased, reduced, or repaid pursuant to the Royal Gold Purchase Agreement as in effect as of the Effective Date, and any Royal Gold Document or any provision thereof may be waived, modified, extended, amended, restated or supplemented from time to time, and that the aggregate amount of the Royal Gold Obligations may be increased pursuant to the Royal Gold Purchase Agreement as in effect as of the Effective Date, in each event, without notice to or consent by the Senior Debt Secured Parties and without affecting the provisions hereof. The Lien Priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Debt Obligations or the Royal Gold Obligations, or any portion thereof.

2.4 No New Liens .(a) Until the Senior Debt Obligations Payment Date, the Purchaser shall not acquire or hold any Lien on any assets of the Vendor securing any Royal Gold Obligation other than (i) any Lien in respect of the Royal Gold Priority Collateral, (ii) any existing Lien on the Milligan Assets and (iii) any future Lien on the Milligan Assets which is also subject to the Lien of the Senior Debt Representative under the Senior Debt Documents. If the Purchaser shall (nonetheless and in breach of the prior sentence) acquire or hold any Lien on any Milligan Assets securing any Royal Gold Obligation other than in accordance with the prior sentence, then the Purchaser shall, notwithstanding anything to the contrary in any other Royal Gold Document, be deemed to also hold and have held such Lien on the Milligan Assets for the benefit of the Senior Debt Representative as security for the Senior Debt Obligations (subject to

the Lien Priority and other terms hereof) and shall promptly notify the Senior Debt Representative in writing of the existence of such Lien.

(b) Until the Royal Gold Obligations Payment Date, no Senior Debt Secured Party shall acquire or hold any Lien on the Milligan Assets securing any Senior Debt Obligation which Milligan Assets are not also subject to a Lien under the Royal Gold Documents, subject to the Lien Priority set forth herein. If any Senior Debt Secured Party shall (nonetheless and in breach hereof) acquire or hold any such Lien on any Milligan Assets securing any Senior Debt Obligation which assets are not also subject to a Lien under the Royal Gold Documents, subject to the Lien Priority set forth herein, then the Senior Debt Representative (or the relevant Senior Debt Secured Party) shall, without the need for any further consent of any other Senior Debt Secured Party and notwithstanding anything to the contrary in any other Senior Debt Document be deemed to also hold and have held such Lien for the benefit of the Purchaser as security for the Royal Gold Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Purchaser in writing of the existence of such Lien.

2.5 Separate Grants of Security . Each Secured Party acknowledges and agrees that the grants of Liens pursuant to the Senior Debt Security Documents and the Royal Gold Security Documents constitute two separate and distinct grants of Liens. If it is held that the claims of the Senior Debt Secured Parties and the Purchaser in respect of the Collateral constitute claims in the same class, then the Senior Debt Secured Parties and the Purchaser hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Debt Obligation claims and Royal Gold Obligation claims against the Vendor (with the effect being that, to the extent that the aggregate value of the Senior Debt Priority Collateral or Royal Gold Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Debt Secured Parties or the Purchaser, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Filing Interest that are available from each pool of Priority Collateral for each of the Senior Debt Secured Parties and the Purchaser, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). The Purchaser further agrees that it will not support or vote in favor of any plan or similar arrangement (and shall be deemed to have voted to reject any plan or similar arrangement) that involves the Vendor and/or some or all of its affiliates and subsidiaries, unless such plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement pursuant to or relating to any Insolvency Proceeding (a “ Plan ”) (a) pays off, in immediately available funds, all Senior Debt Obligations or (b) is accepted by the Senior Debt Secured Parties voting thereon or (c) is supported by the Senior Debt Representative for the Senior Debt Secured Parties and the Senior Debt Representative for the Senior Debt Secured Parties so advises the Purchaser in writing (a “ Senior Supported Plan ”). In the event that the Plan is supported by the Senior Debt Representative and the Senior Debt Representative has so advised the Purchaser in writing, the Purchaser shall vote in favor of such Senior Supported Plan so long as (i) in the event a Royal Gold Trigger Event has not occurred, the Plan provides that the rights of the Purchaser and the obligations of the Vendor under the Royal Gold Purchase Agreement and the Royal Gold Security Documents (whether such obligations are to be

performed by the Vendor or a designee or other successor of the Vendor reasonably acceptable to Purchaser) are preserved in all material respects or (ii) in the event a Royal Gold Trigger Event has occurred, the Plan provides for the Purchaser receiving (A) all Royal Gold Priority Collateral (which, for greater certainty, the Purchaser has not already received) calculated and determined as at the date the Plan becomes effective in accordance with its terms or the equivalent value thereof in cash, and (B) without duplication, cash equal to the value of the Royal Gold Liens on all Collateral on the date set in the Insolvency Proceedings as the date for proving and valuing claims generally.

2.6 Agreements Regarding Actions to Perfect Liens . (a) The Purchaser agrees that all mortgages, debentures, deeds of trust, deeds and similar instruments (collectively, “ mortgages ”) now or hereafter filed against Real Property in favor of or for the benefit of the Purchaser shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to The Bank of Nova Scotia, as Senior Debt Representative, in accordance with the provisions of the Intercreditor Agreement dated as of October 20, 2016, as amended from time to time.”

(b) Each of the Senior Debt Representative and the Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the PPSA or the STA, as applicable) over Collateral pursuant to the Senior Debt Security Documents or the Royal Gold Security Documents, as applicable, such possession or control is also for the benefit of the Purchaser or the Senior Debt Representative and the other Senior Debt Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Debt Representative or the Purchaser (or any third party acting on either such Person’s behalf) with respect to such Collateral or provide the Purchaser, the Senior Debt Representative or any other Senior Debt Secured Party, as applicable, with any rights with respect to such Collateral beyond those specified in this Agreement, the Senior Debt Security Documents and the Royal Gold Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Debt Obligations Payment Date (so long as the Royal Gold Obligations Payment Date shall not have occurred), the Senior Debt Representative shall (i) deliver to the Purchaser, at the Vendor’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Royal Gold Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided , further , that subsequent to the occurrence of the Royal Gold Obligations Payment Date (so long as the Senior Debt Obligations Payment Date shall not have occurred), the Purchaser shall (i) deliver to the Senior Debt Representative, at the Vendor’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Senior Debt Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Royal Gold Obligations Payment Date, upon the request of the Purchaser, the Senior Debt Representative shall turn over to the Purchaser any Royal Gold Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the Senior Debt Obligations Payment Date, upon the request of the Senior Debt Representative, the Purchaser shall turn over to the Senior Debt Representative any Senior Debt Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to

govern the respective Lien priorities as between the Senior Debt Secured Parties and the Purchaser and shall not impose on the Senior Debt Secured Parties or the Purchaser any obligations in respect of the disposition of any Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

2.7 No Payment Subordination . The subordination of any Liens herein constituted is with respect only to the priority of such Liens and shall not constitute a restriction on the obligations of the Vendor under the Royal Gold Purchase Agreement, or obligations of the Vendor under the Senior Debt Documents, as the case may be, or a subordination or postponement of any such obligations except as expressly provided in Section 4.1(a)(ii). Any payment or delivery under the Royal Gold Documents, or any payment under the Senior Debt Documents, as the case may be, that is in each case made in accordance with this Agreement shall be made free and clear of any Liens as applicable.

SECTION 3. Enforcement Rights.

3.1 Exclusive Enforcement . Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the Vendor, the Senior Secured Parties shall have the exclusive right to take and continue any Enforcement Action (including the right to credit bid their debt) with respect to the Senior Collateral, without any consultation with or consent of any Junior Secured Party, but subject to Section 3.2(b) and Section 4.1 and the provisos set forth in Section 3.2(a) and Section 5.1 . Upon the occurrence and during the continuance of a default or an event of default under the Senior Documents but subject to the terms and conditions of the Senior Documents, the Senior Representative and the other Senior Secured Parties may take and continue any Enforcement Action with respect to the Senior Obligations and the Senior Collateral in such order and manner as they may determine in their sole discretion.

3.2 Standstill and Waivers . (a) Each Junior Representative, on behalf of itself and the other Junior Secured Parties, agrees that, until the Senior Obligations Payment Date has occurred, but subject to the proviso set forth in Section 5.1 :

(i) they will not take or cause to be taken any action, the purpose or effect of which is to make any Lien on any Senior Collateral that secures any Junior Obligation pari passu with or senior to, or to give any Junior Secured Party any preference or priority relative to, the Liens on the Senior Collateral securing the Senior Obligations;

(ii) they will not contest, oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Senior Collateral by any Senior Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement Action) in respect of the Senior Collateral by or on behalf of any Senior Secured Party (including any Receiver appointed by or on application of any Senior Secured Party);

(iii) they have no right to (x) direct either the Senior Representative or any other Senior Secured Party to exercise any right, remedy or power with respect to the Senior Collateral or pursuant to the Senior Security Documents in respect of the Senior Collateral or (y) consent or object to the exercise by the Senior Representative or any other Senior Secured Party or any Person on their behalf of any right, remedy or power with respect to the Senior Collateral or pursuant to the Senior Security Documents with respect to the Senior Collateral or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor in respect of the Senior Collateral or otherwise, they hereby irrevocably waive such right);

(iv) they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Senior Secured Party seeking damages from or other relief by way of specific performance, injunctions or otherwise, with respect to, and no Senior Secured Party shall be liable for, any action taken or omitted to be taken by any Senior Secured Party with respect to the Senior Collateral or pursuant to the Senior Documents in respect of the Senior Collateral;

(v) they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of any Senior Collateral, exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, the Senior Collateral; and

(vi) they will not seek, and hereby waive any right, to have the Senior Collateral or any part thereof marshaled upon any sale or other disposition of the Senior Collateral.

provided that, notwithstanding the foregoing, the Purchaser may exercise its rights and remedies in respect of the Collateral under the Royal Gold Security Documents or applicable law after the passage of a period of 120 days (the “ Standstill Period ”) from the date of delivery of a notice in writing to the Senior Debt Representative of its intention to exercise such rights and remedies, which notice may only be delivered following the occurrence of a Royal Gold Trigger Event; provided , further , however, that, notwithstanding the foregoing, in no event shall the Purchaser exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration of the Standstill Period, (i) the Senior Debt Representative shall have commenced and be diligently pursuing the exercise of any of its rights and remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Purchaser), (ii) there is a stay or prohibition against the Senior Debt Representative’s exercise of any of its rights and remedies with respect to all or material portion of the Collateral and the Senior Debt Representative shall be diligently attempting in good faith to vacate such stay or prohibition or such attempts shall have been unsuccessful, or (iii) an Insolvency Proceeding in respect of the Vendor shall have been commenced and the Senior Debt Representative is continuing to monitor and taking other reasonable actions as are necessary to diligently pursue and protect its rights and interest in such Insolvency Proceeding; and provided , further , that (x) in any Insolvency Proceeding commenced by or against the Vendor, the Purchaser may take any action expressly permitted by Section 5 and (y) the Purchaser may, prior to a Royal Gold Trigger Event, seek

remedies intended to ensure performance by the Vendor of its obligations under the Royal Gold Purchase Agreement so long as such remedies do not involve the appointment of a Receiver or similar Person with respect to the Vendor or any Collateral or do not involve any Enforcement Action with respect to the Collateral or any sale, foreclosure, restriction or limitation on the Collateral or otherwise impair or interfere with the rights of the Senior Secured Parties under the Senior Debt Documents or this Agreement (it being understood that in no event may the Purchaser exercise remedies as a “secured party” in violation of this Agreement).

(b) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent the Senior Debt Representative, on behalf of itself and the other Senior Debt Secured Parties, in an Insolvency Proceeding or otherwise, from commencing, taking and continuing any Enforcement Action against all Collateral; provided that, any sale or disposition of the Royal Gold Priority Collateral pursuant to such Enforcement Action shall be in accordance with the requirements set forth in Section 4.1(a)(i) and the proceeds thereof shall be distributed in the order set forth in Section 4.1(a)(ii).

3.3 Judgment Creditors . In the event that the Purchaser becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Senior Debt Liens and the Senior Debt Obligations) to the same extent as all other Liens securing the Royal Gold Obligations are subject to the terms of this Agreement. In the event that any Senior Debt Secured Party becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Royal Gold Liens and the Royal Gold Obligations) to the same extent as all other Liens securing the Senior Debt Obligations are subject to the terms of this Agreement.

3.4 Cooperation . The Purchaser agrees that it shall take such actions as the Senior Debt Representative shall request in connection with the exercise by the Senior Debt Secured Parties of their rights set forth herein in respect of the Senior Debt Priority Collateral. The Senior Debt Representative, on behalf of itself and the other Senior Debt Secured Parties, agrees that each of them shall take such actions as the Purchaser shall request in connection with the exercise by the Purchaser of their rights set forth herein in respect of the Royal Gold Priority Collateral.

3.5 No Additional Rights For the Vendor Hereunder . Except as provided in Section 3.6 hereof, if any Senior Debt Secured Party or the Purchaser shall enforce its rights or remedies in violation of the terms of this Agreement, the Vendor shall not be entitled to use such violation as a defense to any action by any Senior Debt Secured Party or the Purchaser, nor to assert such violation as a counterclaim or basis for set off or recoupment against any Senior Debt Secured Party or the Purchaser.

3.6 Actions Upon Breach . (a) If any Senior Debt Secured Party or the Purchaser, contrary to this Agreement, commences or participates in any action or proceeding against the Vendor or the Collateral, the Vendor, with the prior written consent of the Senior Debt Representative or the Purchaser, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any Senior Debt Secured Party or the Purchaser, as applicable,

may intervene and interpose such defense or plea in its or their name or in the name of such Borrower Party.

(b) Should any Senior Debt Secured Party or the Purchaser, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Senior Debt Secured Party or the Purchaser (in its own name or in the name of the relevant Borrower Party), as applicable, or the relevant Borrower Party, may obtain relief against such Senior Debt Secured Party or the Purchaser, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the Senior Debt Representative on behalf of each Senior Debt Secured Party and the Purchaser that (i) the Senior Debt Secured Parties’ or Purchasers’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) the Purchaser or Senior Debt Secured Party, as applicable, waives any defense that the Vendor and/or the Purchaser and/or Senior Debt Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.

SECTION 4. Application of Proceeds of Senior Collateral; Dispositions and Releases of Lien; Notices and Insurance.

4.1 Disposition and Application of Proceeds .

(a) Disposition and Application of Proceeds of Senior Collateral.

(i) Prior to the occurrence of a Royal Gold Trigger Event, the Purchaser agrees that it will not oppose any sale or disposition of any Collateral consented or made by the Senior Debt Representative so long as (A) the transferee pursuant to such sale or disposition agrees in writing that (x) such transferee’s interests in the Collateral are subject to the rights of the Purchaser under the Royal Gold Purchase Agreement and the liens granted pursuant to the Royal Gold Security Documents and (y) such transferee acknowledges and agrees to the terms of this Agreement and (B) such sale or disposition does not result in a breach of the obligations of the Vendor under the Royal Gold Purchase Agreement. The Purchaser further agrees that prior to the Royal Gold Trigger Event, the Purchaser shall not sell or dispose of, in whole or in part, its interests in or rights under the Royal Gold Purchase Agreement, including the Royal Gold Priority Collateral, or release the Royal Gold Lien in connection with such sale or disposal, unless the transferee pursuant to such sale or disposition shall acknowledge and agree to the terms of this Agreement, it being understood and agreed by the parties hereto that the Purchaser or any affiliate of the Purchaser may sell, transfer or otherwise dispose of Refined Gold and Refined Copper (not obtained as a result of an Enforcement Action, unless the Senior Debt Representative shall agree to such further sale, transfer or disposition) in the ordinary course without any further action or agreement by the transferee of such Refined Gold and Refined Copper, which sale, transfer or other disposition shall be made free and clear of all liens or other encumbrances arising under the Royal Gold Documents and the Senior Debt Documents. The Senior Debt Secured Parties agree that transferees of their interests shall be bound by the terms of this Agreement as a result of the execution of this Agreement by the Senior Debt Representative on their behalf.

(ii) The Senior Representative and Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with an Enforcement Action or in any Insolvency Proceeding shall be applied:

first , to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action,

second , to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Payment Date,

third , to the payment of the Junior Obligations in accordance with the Junior Documents, and

fourth , the balance, if any, to the Vendor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

(b) Limited Obligation or Liability . In exercising rights and remedies, whether as a secured creditor or otherwise, the Senior Representative shall have no obligation or liability to the Junior Representative or to any Junior Secured Party, regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by each party under the terms of this Agreement.

(c) Segregation of Collateral . Until the occurrence of the Senior Obligations Payment Date, any Senior Collateral that may be received by any Junior Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior Representative, for the benefit of the Senior Secured Parties, in the same form as received, with any necessary endorsements, and each Junior Secured Party hereby authorizes the Senior Representative to make any such endorsements as agent for the Junior Representative (which authorization, being coupled with an interest, is irrevocable).

4.2 Releases of Liens . (a) (i) Upon any release, sale or disposition of Senior Debt Priority Collateral permitted pursuant to the terms of the Senior Debt Documents that results in the release of the Senior Debt Lien (other than release of the Senior Debt Lien due to the occurrence of the Senior Debt Obligations Payment Date, and any release of the Senior Debt Lien after the occurrence and during the continuance of any event of default under the Royal Gold Purchase Agreement) on any Senior Debt Priority Collateral, the Royal Gold Lien on such Senior Debt Priority Collateral (excluding any portion of the proceeds of such Senior Debt Priority Collateral remaining after the Senior Debt Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person so long as such release, sale or disposition of Senior Debt Priority Collateral is permitted pursuant to the terms of the Royal Gold Documents.

(ii) Upon any release, sale or disposition of Senior Debt Priority Collateral pursuant to any Enforcement Action or in any Insolvency Proceedings that results in the release of the Senior Debt Lien (other than release of the Senior Debt Lien due to the occurrence of the Senior Debt Obligations Payment Date) on any Senior Debt Priority Collateral, the Royal Gold Lien on such Senior Debt Priority Collateral (excluding any portion of the proceeds of such

Senior Debt Priority Collateral remaining after the Senior Debt Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person so long as the proceeds of such Senior Debt Priority Collateral are applied in accordance with Section 4.1(a) (with, in the case of Senior Debt Obligations consisting of debt of a revolving nature, a corresponding permanent reduction in the commitments thereto).

(iii) The Purchaser shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Debt Representative shall request in writing to evidence any release of the Royal Gold Lien described herein. The Purchaser hereby appoints the Senior Debt Representative and any officer or duly authorized person of the Senior Debt Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Purchaser and in the name of the Purchaser or in the Senior Debt Representative’s own name, from time to time, in the Senior Debt Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2 , to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2 , including, without limitation, any financing statements, endorsements,

(b) (i) Subject to the next succeeding sentence, upon any release, sale or disposition of Royal Gold Priority Collateral permitted pursuant to the terms of the Royal Gold Documents that results in the release of the Royal Gold Lien (other than release of the Royal Gold Lien due to the occurrence of the Royal Gold Obligations Payment Date, and any release of the Royal Gold Lien after the occurrence and during the continuance of any event of default under the Senior Debt Agreement) on any Royal Gold Priority Collateral, the Senior Debt Lien on such Royal Gold Priority Collateral (excluding any portion of the proceeds of such Royal Gold Priority Collateral remaining after the Royal Gold Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person so long as such release, sale or disposition of Royal Gold Priority Collateral is permitted pursuant to the terms of the Senior Debt Documents. Notwithstanding the foregoing, any sale, release or disposition of Royal Gold Priority Collateral prior to the Royal Gold Trigger Event, shall be subject to the requirements set forth in Section 4.1(a)(i).

(ii) Upon any release, sale or disposition of Royal Gold Priority Collateral pursuant to any Enforcement Action or in any Insolvency Proceedings that results in the release of the Royal Gold Lien (other than release of the Royal Gold Lien due to the occurrence of the Royal Gold Obligations Payment Date) on any Royal Gold Priority Collateral, the Senior Debt Lien on such Royal Gold Priority Collateral (excluding any portion of the proceeds of such Royal Gold Priority Collateral remaining after the Royal Gold Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person so long as the proceeds of such Royal Gold Priority Collateral are applied in accordance with Section 4.1(a) (with, in the case of Royal Gold Obligations consisting of debt of a revolving nature, a corresponding permanent reduction in the commitments thereto).

(iii) The Senior Debt Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Purchaser shall request in writing to evidence any release of the Senior Debt Lien described herein. The Senior Debt Representative hereby appoints the Purchaser and any officer or duly authorized person of

the Purchaser, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Senior Debt Representative and in the name of the Senior Debt Representative or in the Purchaser’s own name, from time to time, in the Purchaser’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

4.3 Certain Real Property Notices; Insurance . (a) The Senior Debt Representative shall give the Purchaser at least 30 days notice prior to commencing any Enforcement Action against any Real Property owned by the Vendor at which Royal Gold Priority Collateral is stored or otherwise located or to dispossess any Borrower Party from such Real Property.

(b) Proceeds of Collateral include insurance proceeds and therefore the Lien Priority shall govern the ultimate disposition of insurance proceeds. The Senior Debt Representative and Purchaser shall be named as additional insureds and loss payees with respect to all insurance policies relating to Collateral. The Senior Debt Representative shall have the sole and exclusive right, as against the Purchaser, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Senior Debt Priority Collateral. The Purchaser shall have the sole and exclusive right, as against the Senior Debt Representative, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Royal Gold Priority Collateral. All proceeds of such insurance shall be remitted to the Senior Debt Representative or the Purchaser, as the case may be, and each of the Purchaser and Senior Debt Representative shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 .

SECTION 5. Insolvency Proceedings.

5.1 Filing of Motions . Subject to Section 3.2(b), until the Senior Obligations Payment Date has occurred, the Junior Representative agrees on behalf of itself and the other Junior Secured Parties that no Junior Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position with any Receiver, Trustee, Monitor or similar entity or at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Senior Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Senior Representative (including the validity and enforceability thereof) or any other Senior Secured Party in respect of any Senior Collateral or the value of any claims of such parties under applicable Insolvency Law; provided that the Junior Representative may (i) file a proof of claim in an Insolvency Proceeding, (ii) file any necessary or appropriate responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance or subordination, in whole or in part, of its claims, subject to the limitations contained in this Agreement, and (iii) take any other action with the consent of the Senior Representative.

5.2 Financing Matters . (a) If the Vendor becomes subject to any Insolvency Proceeding at any time prior to the Senior Debt Obligations Payment Date, and if the Senior Debt Representative or the other Senior Debt Secured Parties desire to consent (or not object) to the use of cash collateral under any Insolvency Law, to the extent applicable or to provide financing to the Vendor (the amount of which may exceed the US$350 million principal obligation limit in the Royal Gold Purchase Agreement) under applicable Insolvency Laws or to consent (or not object) to the provision of such financing to any Borrower Party by any third party (any such financing, “ Senior Debt DIP Financing ”), then the Purchaser agrees that the Purchaser (i) will consent (and will be deemed hereunder to have consented) to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such Senior Debt DIP Financing on any grounds and (ii) will subordinate (and will be deemed hereunder to have subordinated) the Royal Gold Liens on any Senior Debt Priority Collateral (A) to such Senior Debt DIP Financing on the same terms as the Senior Debt Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement) and (B) to any court-ordered charge ranking senior to the Senior Debt Liens agreed to by the Senior Debt Representative or other Senior Debt Parties, so long as (x) the Purchaser retains its Lien on the Collateral to secure the Royal Gold Obligations (in each case, including Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Royal Gold Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien securing such Senior Debt DIP Financing is junior and subordinate to the Lien of the Purchaser on the Royal Gold Priority Collateral, and (y) all Liens on Senior Debt Priority Collateral securing any such Senior Debt DIP Financing shall be senior to or on a parity with the Liens of the Senior Debt Representative and the Senior Debt Lenders securing the Senior Debt Obligations on Senior Debt Priority Collateral. In no event will any of the Senior Debt Secured Parties seek to obtain a priming Lien to secure any Senior Debt DIP Financing on any of the Royal Gold Priority Collateral. The Senior Debt Representative may seek the appointment of a Receiver by the court over all of the Collateral (including all or any part of the Royal Gold Priority Collateral) and propose to the court that it grant the Receiver priming liens over all such Collateral for funding the costs of the receivership as is customary in Canadian receivership proceedings; provided , however, the Senior Debt Representative will not commence any Insolvency Proceeding for the appointment of a Receiver by a court with less notice to the Purchaser than is required by the applicable rules of court procedure, unless (i) the Senior Debt Representative reasonably determines that such an action is necessary to preserve and/or protect such Collateral from immediate damage or significant diminution in value and (ii) the Senior Debt Representative provides the Purchaser with no less than three (3) business day’s prior written notice of the hearing of the application to the court, to the extent possible; provided, however, that the Senior Debt Representative will not have any personal liability to the Purchaser for failure to provide the Purchaser with such prior written notice. The immediately forgoing sentence is not intended and shall not be construed as a waiver by the Purchaser of any statutory right to receive earlier notice from the Senior Debt Representative or other Person in connection with the appointment of a Receiver or an application to the court for the appointment of a Receiver. In no event shall the Purchaser sell or obtain a priming lien on any Senior Debt Priority Collateral in any Insolvency Proceedings or otherwise. Notwithstanding the granting of any priming liens by a court in favor of a Receiver over such Collateral, all rights and obligations of the Purchaser and the Senior Debt Representative are intended to be and shall be deemed to be subject to the Lien Priority and other terms and conditions of this Agreement.

(b) All Liens granted to the Purchaser or the Senior Debt Representative in any Insolvency Proceeding are intended to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

5.3 Relief from the Automatic Stay . Until the Senior Debt Obligations Payment Date, the Purchaser agrees, that it will not seek relief from any stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any Senior Debt Priority Collateral, without the prior written consent of the Senior Debt Representative. Until the Royal Gold Obligations Payment Date, the Senior Debt Representative agrees, on behalf of itself and the other Senior Debt Secured Parties, that none of them will seek relief from any stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any Royal Gold Priority Collateral, without the prior written consent of the Purchaser. In addition, neither the Purchaser nor the Senior Debt Representative shall seek any relief from any stay with respect to any Collateral without providing 30 days’ prior written notice to the other, unless otherwise agreed by both the Senior Debt Representative and the Purchaser.

5.4 Interest, Fees and Expenses . (a) The Purchaser agrees that, prior to the Senior Debt Obligations Payment Date, so long as the Senior Debt Representative and the other Senior Debt Secured Parties comply with Section 5.4(b) , it shall not object, contest, or support any other Person objecting to or contesting the payment of interest, fees, expenses or other amounts to the Senior Debt Representative or any other Senior Debt Secured Party under applicable Insolvency Law. The Purchaser, further agrees that, prior to the Senior Debt Obligations Payment Date, none of them shall assert or enforce any claim under applicable Insolvency Law that is senior to or on a parity with the Senior Debt Liens for costs or expenses of preserving or disposing of any Senior Debt Priority Collateral.

(b) The Senior Debt Representative, on behalf of itself and the other Senior Debt Secured Parties, agrees that, prior to the Royal Gold Obligations Payment Date, so long as the Purchaser complies with Section 5.4(a) , none of them shall object, contest, or support any other Person objecting to or contesting the payment of interest, fees, expenses or other amounts to the Purchaser under applicable Insolvency Law. The Senior Debt Representative, on behalf of itself and the other Senior Debt Secured Parties, further agrees that, prior to the Royal Gold Obligations Payment Date, none of them shall assert or enforce any claim under applicable Insolvency Law that is senior to or on a parity with the Royal Gold Liens for costs or expenses of preserving or disposing of any Royal Gold Priority Collateral.

5.5 Avoidance Issues . If any Senior Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Vendor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a preference or transfer at undervalue, any amount (a “ Recovery ”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Junior Secured Parties agree that none of them shall be

entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

5.6 Asset Dispositions in an Insolvency Proceeding . (a) The Purchaser shall not, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Senior Debt Priority Collateral (including any credit bid by the Senior Debt Representative or by any Senior Debt Secured Parties) that is supported by the Senior Debt Secured Parties, and the Purchaser will consent (and will be deemed hereunder to have consented), under the applicable Insolvency Laws to any sale of any Senior Debt Priority Collateral supported by the Senior Debt Secured Parties and to have released the Junior Liens on such assets. Notwithstanding the foregoing, it is agreed that no Senior Debt Secured Party shall convey or approve a transfer of any mineral tenures necessary or desirable for the extraction of gold at the Milligan Property without requiring such transferee to agree in writing that its interests in such mineral tenures are subject to the obligations of the Vendor under the Royal Gold Purchase Agreement; provided that the Purchaser shall not oppose any such transfer of mineral tenures in compliance with the foregoing requirement.

(b) Neither the Senior Debt Representative nor any Senior Debt Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Royal Gold Priority Collateral (including any credit bid by the Purchaser) that is supported by the Purchaser, and the Senior Debt Representative and the Senior Debt Secured Parties will consent (and will be deemed hereunder to have consented) under applicable Insolvency Law, to any sale of any Royal Gold Priority Collateral supported by the Purchaser and to have released the Junior Liens on such assets.

(c) For certainty, nothing in this Section 5.6 is intended to prevent any Secured Party from making a credit bid for Collateral in respect of which it holds a Junior Lien provided such bid contemplates payment in full on closing of all Senior Obligations secured by a Senior Lien on such Collateral.

5.7 Other Matters . To the extent that the Senior Representative or any Senior Secured Party has or acquires rights, under applicable Insolvency Law, with respect to any of the Collateral on which it has a Junior Lien, such Senior Representative agrees, on behalf of itself and the other Senior Secured Parties, not to assert any of such rights without the prior written consent of the Junior Representative; provided that if requested by the Junior Representative, such Senior Representative shall timely exercise such rights in the manner requested by the Junior Representative, including any rights to payments in respect of such rights.

5.8 Effectiveness in Insolvency Proceedings . This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under applicable Insolvency Law, shall be effective before, during and after the commencement of an Insolvency Proceeding.

SECTION 6. Royal Gold Documents and Senior Debt Documents.

(a) The Vendor and the Purchaser agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Royal Gold Documents in violation of this Agreement.

(b) The Borrower Parties and the Senior Debt Representative, on behalf of itself and the Senior Debt Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Senior Debt Documents in violation of this Agreement.

(c) In the event the Senior Debt Representative enters into any amendment, waiver or consent in respect of any of the Senior Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Security Document or changing in any manner the rights of any parties thereunder, in each case solely with respect to any Senior Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Security Document without the consent of or action by any Junior Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that, (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Junior Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 , (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Junior Secured Parties and does not affect the Senior Secured Parties in a like or similar manner shall not apply to the Junior Security Documents without the consent of the Junior Representative, (iii) no such amendment, waiver or consent with respect to any provision applicable to the Junior Representative under the Junior Documents shall be made without the prior written consent of the Junior Representative, (iv) notice of such amendment, waiver or consent shall be given to the Junior Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (v) such amendment, waiver or modification to the applicable Junior Security Documents shall be approved by the Borrower in writing.

SECTION 7. Reliance; Waivers; etc.

7.1 Reliance . The Senior Debt Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The Purchaser expressly waives all notice of the acceptance of and reliance on this Agreement by the Senior Debt Representative and the other Senior Debt Secured Parties. The Royal Gold Documents are deemed to have been executed and delivered and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The Senior Debt Representative, on behalf of itself and the other Senior Debt Secured Parties, expressly waives all notices of the acceptance of and reliance on this Agreement by the Purchaser.

7.2 No Warranties or Liability . The Purchaser and the Senior Debt Representative acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other Senior Debt Document or any Royal Gold Document. Except as otherwise provided in this Agreement, the Purchaser and the Senior Debt Representative will be entitled to manage and supervise the

respective extensions of credit to the Vendor in accordance with law and their usual practices, modified from time to time as they deem appropriate.

7.3 No Waivers . No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by the Vendor with the terms and conditions of any of the Senior Debt Documents or the Royal Gold Documents.

SECTION 8. Obligations Unconditional.

All rights, interests, agreements and obligations hereunder of the Senior Representative and the Senior Secured Parties in respect of any Collateral and the Junior Representative and the Junior Secured Parties in respect of such Collateral shall remain in full force and effect regardless of:

(a) any lack of validity or enforceability of any Senior Document or any Junior Document and regardless of whether the Liens of the Senior Representative and Senior Secured Parties are not perfected or are voidable for any reason;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Obligations or Junior Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof or any refinancing, whether by course of conduct or otherwise, of the terms of any Senior Document or any Junior Document;

(c) any exchange, release, order of perfection or lack of perfection of any Lien on any Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Obligations or Junior Obligations or any guarantee thereof;

(d) the commencement of any Insolvency Proceeding in respect of the Vendor; or

(e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Vendor in respect of any Secured Obligation or of any Junior Secured Party in respect of this Agreement.

SECTION 9. Miscellaneous.

9.1 Rights of Subrogation . The Purchaser agrees that no payment to the Senior Debt Representative or any Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser to exercise any rights of subrogation in respect thereof until the Senior Debt Obligations Payment Date. Following the Senior Debt Obligations Payment Date, the Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the Senior Debt Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Senior Debt Representative are paid by such Person upon request for payment thereof. The Senior Debt Representative, for and on behalf of itself and the Senior Debt Secured Parties, agrees that no payment to the Purchaser

pursuant to the provisions of this Agreement shall entitle the Senior Debt Representative or any Senior Debt Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Obligations Payment Date. Following the Royal Gold Obligations Payment Date, the Purchaser agrees to execute such documents, agreements, and instruments as the Senior Debt Representative or any Senior Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Obligations resulting from payments to the Purchaser by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Purchaser are paid by such Person upon request for payment thereof

9.2 Further Assurances . Each of the Purchaser and the Senior Debt Representative will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the other party may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Debt Representative or the Purchaser to exercise and enforce its rights and remedies hereunder; provided , however , that no party shall be required to pay over any payment or distribution, execute any instruments or documents, or take any other action referred to in this Section 9.2 , to the extent that such action would contravene any law, order or other legal requirement or any of the terms or provisions of this Agreement, and in the event of a controversy or dispute, such party may interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 9.2 .

9.3 Conflicts . In the event of any conflict between the provisions of this Agreement and the provisions of any Senior Debt Document or any Royal Gold Document, the provisions of this Agreement shall govern.

9.4 Continuing Nature of Provisions . Subject to Section 5.5 , this Agreement shall continue to be effective, and shall not be terminable by any party hereto, until the earlier of (i) the Senior Debt Obligations Payment Date and (ii) the Royal Gold Obligations Payment Date. This is a continuing agreement and the Senior Debt Secured Parties and the Purchaser may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, the Vendor on the faith hereof.

9.5 Amendments; Waivers . (a) No amendment or modification of or supplement to any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the Senior Debt Representative and the Purchaser, and, in the cases of (i) amendments or modifications of Sections 2.6(b) , 3.5 , 3.6 , 4.2 , 6 , 9.4 , 9.5 , 9.7 or 9.8 that indirectly or directly affect the rights or duties of the Vendor and (ii) amendments or modifications of or supplements to this Agreement that directly affect the rights or duties of the Vendor, the Vendor. The Senior Debt Representative and the Purchaser shall notify the Vendor at the address specified in the signature pages to this Agreement of any amendment or modification of or supplement to any provisions of this Agreement which does not need to be signed by the Vendor and provide the Vendor with a copy of such amendment, modification or supplement.

(b) It is understood that the Senior Debt Representative and the Purchaser, without the consent of any other Senior Debt Secured Party or the Purchaser, may in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional indebtedness or other obligations (“ Additional Debt ”) of the Vendor become Senior Debt Obligations or Royal Gold Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify whether such Additional Debt constitutes Senior Debt Obligations or Royal Gold Obligations, provided , that such Additional Debt is permitted to be incurred by the Senior Debt Agreement and Royal Gold Purchase Agreement then extant, and is permitted by such agreements to be subject to the provisions of this Agreement as Senior Debt Obligations or Royal Gold Obligations, as applicable, including, without limitation, pursuant to Section 8.6(a) of the Royal Gold Purchase Agreement.

9.6 Information Concerning Financial Condition of the Vendor; Notice of Event of Default . Each of the Purchaser and the Senior Debt Representative hereby assume responsibility for keeping itself informed of the financial condition of the Vendor and all other circumstances bearing upon the risk of nonpayment of the Senior Debt Obligations or the Royal Gold Obligations. The Purchaser and the Senior Debt Representative hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances (except as otherwise provided in the Senior Debt Documents and Royal Gold Documents). In the event the Purchaser or the Senior Debt Representative, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information. Notwithstanding the foregoing, (i) the Purchaser hereby agrees to promptly notify the Senior Debt Representative in writing of any material breach under any Royal Gold Document, including a Vendor Event of Default or any other event of default as defined in any document, instrument or agreement delivered by the Vendor in connection with any Royal Gold Document and (ii) the Senior Debt Representative hereby agrees to promptly notify the Purchaser in writing of any event of default as defined in any Senior Debt Document or any other document, instrument or agreement delivered by the Vendor in connection with any Senior Debt Document; provided that failure by the Purchaser or the Senior Debt Representative to deliver such notice shall not be deemed to be a waiver of any of its respective rights or remedies under this Agreement.

9.7 Agreement Effective Date . This Agreement shall become effective on October 20, 2016 (the “Agreement Effective Date”), the date of closing of the Senior Secured Facilities. It shall be a condition to effectiveness on the Agreement Effective Date that this Agreement shall have been executed by the parties hereto.

9.8 Governing Law . This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

9.9 Submission to Jurisdiction; JURY TRIAL WAIVER . (a) Each Senior Debt Secured Party, the Purchaser and the Vendor hereby irrevocably and unconditionally submits, for

itself and its property, to the nonexclusive jurisdiction of the courts of British Columbia in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any Senior Debt Secured Party or the Purchaser may otherwise have to bring any action or proceeding against the Vendor or its properties in the courts of any jurisdiction.

(b) Each Senior Debt Secured Party, the Purchaser and Vendor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.10 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WANES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9.10 Notices . Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or registered mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five days after deposit of the registered mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 9.9 ) shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

9.11 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the Senior Debt Secured Parties and the Purchaser and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Collateral.

9.12 Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.13 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.14 Other Remedies . For avoidance of doubt, it is understood that nothing in this Agreement shall prevent any Senior Debt Secured Party or the Purchaser from exercising any available remedy to accelerate the maturity of any indebtedness or other obligations owing under the Senior Debt Documents or the Royal Gold Documents, as applicable, or to demand payment under any guarantee in respect thereof.

9.15 Counterparts; Integration . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

THE BANK OF NOVA SCOTIA, as Senior Debt Representative for and on behalf of the Senior Debt Secured Parties


By:	/s/ Clement Yu
Name:	Clement Yu
Title:	Director


By:	/s/ Ryan Moonilal
Name:	Ryan Moonilal
Title:	Analyst


Address for Notices:

The Bank of Nova Scotia
Global Banking and Markets - Loan Syndications
40 King Street West, 55 th Floor
Toronto, Ontario M5H 1H1

Attention:		Managing Director
Telefax:		(416) 866-3329
Email:		Agency.services@scotiabank.com

RGLD GOLD AG


By:	/s/ Jason Hynes
Name:	Jason Hynes
Title:	Vice President


Address for Notices:

RGLD Gold AG
Baarerstrasse 71,
6300 Zug, Switzerland
Attention:		Vice President
Telecopy No:		+41 41 530 1280

With a copy, which shall not constitute notice, to:

RGLD Gold AG
c/o Royal Gold, Inc.
1660 Wynkoop St., Suite 1000
Denver, CO 80202-1132
Attention:		General Counsel
Telecopy No:		(303) 595-9385
Email:		bkirchhoff@rgldgoldag.ch

THOMPSON CREEK METALS COMPANY INC.


By:	/s/ Daren Millman
Name:	Daren Millman
Title:


Address for Notices:

Thompson Creek Metals Company Inc.
1 University Avenue, Suite 1500
Toronto, ON M5J 2P1

Attention:		Chief Financial Officer
Telecopy No:		(416) 204-1954
Email:		darren.millman@centerragold.com


CENTERRA B.C. HOLDINGS INC.


By:	/s/ Darren Millman
Name:	Darren Millman
Title:


Address for Notices:

Centerra B.C. Holdings Inc.
1 University Avenue, Suite 1500
Toronto, ON M5J 2P1

Attention:		Chief Financial Officer
Telecopy No:		(416) 204-1954
Email:		darren.millman@centerragold.com

EXHIBIT 10.3

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS COMMITMENT LETTER AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

July 5, 2016

VIA ELECTRONIC MAIL

RGLD Gold AG

Attention: Jason Hynes, Vice President

Baarerstrasse 71

6300 Zug

Switzerland

Royal Gold, Inc.

Attention: Tony Jensen, President and CEO

1660 Wynkoop Street, Suite 1000

Denver, Colorado 80202

Dear Jason and Tony:

Further to our recent discussions, Centerra Gold Inc. (“ we ” or “ Centerra ”) has advised each of RGLD Gold AG (“ RGLD ”) and Royal Gold, Inc. (“ Royal Gold ” and, together with RGLD, “ RG ”), that we intend to acquire all of the issued and outstanding shares of Thompson Creek Metals Company Inc. (“ TCM ”) (the “ Acquisition ”) pursuant to an arrangement agreement (the “ Arrangement Agreement ”) between Centerra and TCM. Centerra will hold TCM through a newly formed wholly owned subsidiary (“ AcquireCo ”).

This commitment letter, together with the term sheet attached hereto as Schedule “A” (the “ Term Sheet ”) is hereinafter referred to as the “ Commitment Letter ”.

The Term Sheet sets forth certain binding understandings of Centerra with each of RGLD and Royal Gold, with regard to the amendment and continuation (the “ RGLD Amendment ”), as described in the Term Sheet together with such other changes as may be necessary to effect the Term Sheet, of the Amended and Restated Purchase and Sale Agreement, dated December 14, 2011 (as further amended, the “ Stream Agreement ”) between Terrane Metals Corp. (“ Terrane ”), RGLD, and, solely in respect of certain provisions of the Stream Agreement as set forth therein, Royal Gold and TCM, relating to the Mt. Milligan copper-gold mine, located in British Columbia, and owned by Terrane (the “ Project ”).

RGLD, acknowledging that Centerra is entering into this Commitment Letter in reliance thereon, hereby makes the representations and warranties set forth on Annex 1 hereto, with respect to RGLD.

Royal Gold, acknowledging that Centerra is entering into this Commitment Letter in reliance thereon, hereby makes the representations and warranties set forth on Annex 2 hereto, with respect to Royal Gold.

Centerra, acknowledging that RG is entering into this Commitment Letter in reliance thereon, hereby makes the representations and warranties set forth on Annex 3 hereto.

Subject to the terms and conditions set forth in the Term Sheet, RGLD, Royal Gold and Centerra commit to take (or cause to be taken), simultaneously with the closing of the Acquisition, all necessary steps to consummate the RGLD Amendment, effective upon the closing of the Acquisition.

On or prior to the closing of the RGLD Amendment, RGLD shall execute and deliver a satisfactory intercreditor agreement (the “ Intercreditor Agreement ”) with Terrane and The Bank of Nova Scotia, substantially in the form and on the terms of the intercreditor agreement dated as of November 29, 2012 entered into among JPMorgan Chase Bank, N.A., RGLD and Terrane (the “ Existing Intercreditor Agreement ”) reflecting the amendment contemplated by the RGLD Amendment and the $325m financing contemplated between The Bank of Nova Scotia and AcquireCo. As a statement of principle, RGLD hereby confirms its satisfaction with the substance of the Existing Intercreditor Agreement provisions pertaining to lien priority and subordination, enforcement, standstill and waivers, disposition and application of proceeds of senior collateral and asset dispositions in an insolvency proceeding and that such provisions shall in substance be incorporated into the Intercreditor Agreement (except that RGLD shall obtain a first priority security interest in its copper interest as described in the Term Sheet).

Prior to the consummation of the RGLD Amendment, Centerra shall, upon becoming aware of any one of the following, promptly notify RG (it being understood that Centerra shall satisfy its notice obligations in this paragraph in respect of a particular matter if it publicly discloses such matter): (i) the occurrence, or failure to occur, of any event that the occurrence or failure of which has caused or could reasonably be expected to result in Centerra’s failure to satisfy any condition specified herein (including the Term Sheet); (ii) any failure of Centerra to comply with or satisfy in any material respect any covenant, condition or agreement set out in the Term Sheet to be complied with or satisfied prior to the consummation of the RGLD Amendment; (iii) any written notice or other communication from any governmental authority in connection with the RGLD Amendment; and (iv) any material litigation, legal action, arbitration, proceeding, mediation, demand, claim or investigation (collectively, “ Legal Proceedings ”) commenced or, to the knowledge of Centerra, threatened against, relating to or involving or otherwise affecting Centerra that relate to the consummation of the Acquisition or the RGLD Amendment.

Prior to the consummation of the RGLD Amendment, RG shall promptly disclose its knowledge of the following to Centerra: (i) the occurrence, or failure to occur, of any event that the occurrence or failure of which has caused or could reasonably be expected to result in RG’s failure to satisfy any condition specified herein (including the Term Sheet); (ii) any failure of RG to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied prior to consummation of the RGLD Amendment; (iii) any written notice or other communication from any governmental authority in connection with the RGLD Amendment; and (iv) any Legal Proceedings commenced or, to the knowledge of RG, threatened against, relating to or involving or otherwise affecting RG that relate to the consummation of the RGLD Amendment.

The obligations of the parties under this Commitment Letter shall terminate upon the earlier of (i) the closing of the RGLD Amendment, (ii) November 30, 2016 (or such later date as Centerra and RG may agree), (iii) the date of the termination of the Arrangement Agreement or abandonment of the Acquisition, and (iv) the date, if any, on which the shareholders of TCM decline to approve the Acquisition.

The existence and terms and conditions of this Commitment Letter will be publicly disclosed as part of the public announcement of the Acquisition.

This Commitment Letter is a binding agreement of the parties. This Commitment Letter shall be subject to and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. This Commitment Letter may not be amended or waived except by an instrument signed by each of the parties. Each party agrees that monetary damages would not be a sufficient remedy for any breach of this Commitment Letter and that, in addition to all other remedies available under applicable law, any party will be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. This Commitment Letter may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof, as the case may be. Each party shall bear its own costs and expenses associated with this Commitment Letter and any negotiation, preparation and execution of the definitive documentation for the RGLD Amendment and the Intercreditor Agreement.

Subject to and without derogating from the binding nature of this Commitment Letter, nothing in this Commitment Letter shall: (i) limit RG’s rights and remedies under the Stream Agreement or its related security in any manner; or (ii) prevent RG from exercising (including asserting, protecting and enforcing) their rights and remedies under the Stream Agreement.

From the date hereof until the earlier of the termination of this Commitment Letter and the closing of the RGLD Amendment: (i) neither RG nor any of its Affiliates shall, directly or indirectly, solicit, initiate, or encourage any inquiries, proposals or offers from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, or enter into any agreement with, any person (other than Centerra) relating to the obligations of TCM and its Affiliates under the Stream Agreement (including any amendments to, or the termination of, the Stream Agreement); and (ii) RG shall promptly notify Centerra in writing if any person makes any inquiry, proposal or offer relating to the obligations of TCM and its Affiliates under the Stream Agreement (including any amendments to, or the termination of, the Stream Agreement).

If you are in agreement with the terms and conditions set out herein (including the Term Sheet), kindly execute and return to Centerra a copy of this Commitment Letter as evidence of your acceptance of the foregoing not later than 3:00 p.m., Toronto time, on July 5, 2016.

[ Remainder of page intentionally left blank ]

		Yours very truly,


		CENTERRA GOLD INC.

		By:	/s/ Scott Perry
			Name: Scott Perry
			Title: Chief Executive Officer


		By:	/s/ Frank Herbert
			Name: Frank Herbert
			Title: President


AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:

RGLD GOLD AG


By:	/s/ Jason Hynes
	Name: Jason Hynes
	Title: Vice President


ROYAL GOLD, INC.

By:	/s/ Tony Jensen
Name: Tony Jensen
Title: President & Chief Executive Officer

SCHEDULE “A”

TERM SHEET

CENTERRA GOLD INC.

THOMPSON CREEK METALS COMPANY INC.

TERRANE METALS CORP.

Amendment No. 3 to Stream Agreement

July 2016

STRICTLY PRIVATE AND CONFIDENTIAL

Amendment to
Stream Agreement:		Amendment to Amended and Restated Purchase and Sale Agreement dated as of December 14, 2011, by and among Terrane Metals Corp., Thompson Creek Metals Company Inc., RGLD Gold AG and Royal Gold, Inc., as amended by the First and Second Amendments thereto.

		Capitalized terms used and not separately defined in this term sheet have the meanings given in the Stream Agreement.

		Subject to the amendment contemplated by this term sheet the Stream Agreement shall continue in full force and effect. The terms in the Stream Agreement relating to Purchaser’s new copper interest will be substantially similar to Purchaser’s existing gold interest in all respects, except as contemplated by this term sheet.

Designated Percentage of
Produced Gold:		T he Designated Percentage of Produced Gold on all concentrate shipments made after the closing of the Acquisition will be modified as follows:

		(i) for Produced Gold in the form of concentrate, 35.00% times [ Redacted* ]*,

		(ii) for Produced Gold in the form of doré, 35.00% times [ Redacted* ]*, and

		(iii) for Produced Gold in any other form, 35.00%.

Designated Percentage
of Produced Copper:		(i) For produced copper in the form of concentrate, 18.75% times [ Redacted* ]* and (ii) for produced copper in any other form, 18.75%. For clarity, Deliveries of produced copper will begin two Business Days following payment from the Offtaker for concentrate shipments made after the closing of the Acquisition.(1)

		However, if concentrate inventories at the Project (between and including “In-Process Inventory” and “On Vessel with

(1) Payments will not be made until final settlement.

		TCM/MTM Title” as such terms are used in the Monthly Report of Operations provided to Purchaser)(2) as measured on the last day of the calendar month in which the closing of the Acquisition takes place exceed 20,000 dry metric tonnes, the following shipment [ Redacted* ]* shall be subject to the Stream Agreement as in force prior to this proposed amendment.

Copper Purchase Price:		Prior to the Deposit Reduction Time, the purchase price for each metric tonne of copper Delivered shall equal the Copper Reference Price and shall be paid or credited as follows:

		(i) the portion of the Copper Reference Price that is equal to the Copper Cash Price shall be paid in cash; and

		(ii) the portion of the Copper Reference Price that exceeds the Copper Cash Price shall be credited against the Payment Deposit.

		After the Deposit Reduction Time, the purchase price for each metric tonne of copper Delivered shall equal the Copper Cash Price. For clarity, Deliveries of Produced Gold and Produced Copper to the Purchaser shall reduce the outstanding balance of the Payment Deposit for the purposes of the amended Stream Agreement.

Copper Cash Price :		15.00% of the Copper Reference Price (defined below).

Copper Reference Price :		The “LME Cash Official Price Copper” determined at the end of the second ring session and quoted in US dollars per metric tonne (Bloomberg ticker “LOCADY LME Comdty”).

Copper Delivery :		Delivery of copper will be by transfer of “warrants on LME Copper Grade A” (“ LME Warrants ”) at an LME-approved warehouse in the United Kingdom [ Redacted* ]* (the “ Designated LME Warehouse ”). Because an LME Warrant represents 25 metric tonnes (+/-2%), any given delivery will be rounded down to the nearest 25 metric tonne increment, with any un-delivered amount of copper

(2) *[ Redacted ]*.

		(less than 25 metric tonnes) to be added to the next delivery. Proof of ownership will be by transfer of the LME Warrants to Purchaser via “LMEsword” or such other electronic transfer system operated by the LME from time to time.

Sources of Copper:		Copper with warrants acquired from any LME approved warehouse. The copper underlying the LME warrants need not come from the Project so long as the underlying copper is at the Designated LME Warehouse.

Certain Covenants :		The Stream Agreement will include the following amendments:

		(a) the Cap Expiration Date referred to in Section 8.6 of the Stream Agreement shall be the Deposit Reduction Time;

		(b) until (i) Deposit Reduction Time has been reached and (ii) a further 35,000 metric tonnes of copper has been delivered to Purchaser, the Vendor and its subsidiaries will maintain a leverage ratio of total consolidated indebtedness (excluding intercompany indebtedness, except for any intercompany indebtedness which ranks pari passu with the Stream Agreement) to EBITDA of no greater than 3:1;

		(c) at all times, intercompany indebtedness between Vendor, on the one hand, and any Affiliate of Vendor, on the other hand, shall be unsecured;

		(d) if any Vendor Event of Default has occurred and is continuing, the Vendor, or the extent any Vendor Affiliate is a counterparty to a Mineral Offtake Agreement, such Vendor Affiliate, shall not make distributions to any Affiliate of Vendor;

		(e) Purchaser shall grant to Vendor a right of first offer with respect to any sale or assignment to a third party of its interest in the copper stream; and

		(f) Vendor shall grant to Purchaser a right of first offer with respect to any sale of a Milligan Copper Right(3).

Closing Date:		Conditioned upon and effective contemporaneously with the closing of the Acquisition, subject to satisfaction of conditions precedent and receipt of closing deliverables set forth in this term sheet.

Acquisition:		The acquisition of TCM by a newly formed subsidiary (“ AcquireCo ”) of Centerra Gold Inc. (“ Centerra”) and the Note Repayment (as defined below), each pursuant to the Arrangement Agreement (defined below), financed in accordance with the sources and uses of funds set forth on Annex A hereto.

Commitment Letter:		The commitment letter executed by Purchaser, Royal Gold and Centerra, dated as of July 5, 2016, to which this term sheet is attached.

Arrangement Agreement :		The arrangement agreement by and between AcquireCo and TCM, dated as of July 5, 2016, as described in the Commitment Letter, as amended from time to time.

New Security Interest in
Designated Percentage of
Produced Copper:		In addition to the existing liens of Purchaser evidenced by the Security Agreements, Purchaser shall receive a new first priority security lien in the Designated Percentage of Produced Copper [ Redacted* ]*.

New Intercreditor Agreement:		Purchaser and the New Lenders will enter into the Intercreditor Agreement (as defined in the Commitment Letter).

New Lenders :		The Lenders set forth in the New Credit Facilities.

New Credit Facilities :		US$325 million secured facility arranged by The Bank of Nova Scotia, comprised of (i) US$75 million revolver and (ii) US$250 million term facility (the “ Term Facility ”), secured by all of the assets of Acquisition Co and its subsidiaries (including Thompson Creek and Vendor).

(3) “ Milligan Copper Right” means (i) a copper royalty on production from the Milligan Property; (ii) an amount of copper based on production from any portion of the Milligan Property; or (iii) any participating interest in copper based on production from the Milligan Property.

		Proceeds of the Term Facility will be used to partially finance (a) the Acquisition and (b) repayment in full of TCM’s senior secured and unsecured notes in accordance with their terms, and in accordance with the sources and uses of funds set forth on Annex A hereto (the “ Note Repayment ”).

Representations and
Warranties:		Representations and warranties of Vendor and Thompson Creek in the Stream Agreement with respect to incorporation and existence; corporate capacity and authority to enter into amended Stream Agreement and new security agreement relating to Designated Percentage of Produced Copper (collectively, “ New Agreements ”); New Agreements do not breach constating documents or applicable laws; no approvals are required to be obtained to enter into New Agreements (except those obtained); and the New Agreements are enforceable; in each case, as such matters relate to the Vendor and Thompson Creek (as applicable) will be brought down as of the Closing Date but shall be qualified by the knowledge of Centerra.

		Representations and warranties in the Stream Agreement of Purchaser and Royal Gold will be brought down as of the Closing Date.

Conditions Precedent to
the Closing:		To include:

		(a) Consummation of the transactions contemplated by this term sheet;

		(b) Consummation of the Acquisition in accordance with the Arrangement Agreement;

		(c) Absence of any injunction or order prohibiting the consummation of the transactions described in this term sheet;

		(d) All governmental approvals, if any, necessary for the consummation of the transactions described in this term sheet shall have been obtained;

		(e) Delivery of a legal opinion from Vendor’s external counsel and a legal opinion from Purchaser’s and Royal Gold’s counsel in substantially the form delivered in connection with the execution of the Stream Agreement;

		(f) Execution of the New Intercreditor Agreement by Purchaser and the Bank of Nova Scotia.

Costs and Expenses:		Each party shall bear its own costs associated with the due diligence, technical, legal, tax and accounting aspects of the transaction.

ANNEX A

SOURCES AND USES OF FUNDS FOR THE ACQUISITION AND NOTE REPAYMENT

Set forth below is an illustrative description of the proposed sources and uses of funds relating to the Acquisition, transaction costs and the Note Repayment. Certain of the amounts below are estimated and necessarily will be subject to change prior to the Acquisition closing.

Sources (millions of U.S. dollars)
Centerra cash available for Arrangement	$	384
Thompson Creek cash available post-closing of Arrangement(5)	$	100
New Credit Facilities	$	300
Proceeds from the Offering(8)	$	125
Common Shares issued to TCM Shareholders under Arrangement(10)	$	133
Stock options issued to TCM Shareholders under Arrangement	$	1

Total Sources :	$	1,043

Uses (millions of U.S. dollars)
Redemption of the TCM 2017 Notes(4)	$	336
Redemption of the TCM 2018 Notes(6)	$	348
Redemption of the TCM 2019 Notes(7)	$	205
Estimated transaction expenses(9)	$	20
Common Shares received by TCM Shareholders under Arrangement (7)	$	133
Stock options issued to TCM Shareholders under Arrangement	$	1

Total Uses :	$	1,043

(4) Represents the aggregate of (i) a redemption call price of US$331 million, and (ii) accrued and unpaid interest of US$5 million, all pursuant to the 2017 Note Indenture.

(5) Centerra internal estimate.

(6) Represents the aggregate of (i) a redemption call price of US$340 million, and (ii) accrued and unpaid interest of US$8 million, all pursuant to the 2018 Note Indenture.

(7) Represents the aggregate of (i) a redemption call price of US$195 million, and (ii) accrued and unpaid interest of US$10 million, all pursuant to the 2019 Note Indenture.

(8) This amount does not assume the exercise (in whole or in part) of the Over-Allotment Option.

(9) Includes Underwriters’ Fee, advisory fees and financing expenses.

(10) The value of the Common Shares to be issued to TCM Shareholders is calculated on the basis of $7.30 per Common Share, being the 5-day volume weighted average price of Centerra’s shares on the TSX as of July 4, 2016.

Stream Agreement Amendment – Commitment Letter

ANNEX 1

RGLD Representations and Warranties

RGLD hereby represents and warrants to Centerra as follows:

(a) it is a company validly existing and in good standing under the laws of Switzerland;

(b) all requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approvals, with respect to entering into this Commitment Letter and performing its obligations hereunder;

(c) it has the requisite corporate power, capacity and authority to enter into this Commitment Letter and to perform its obligations hereunder;

(d) this Commitment Letter and the exercise of its rights and performance of its obligations hereunder do not and will not (i) conflict with or result in a default under any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its charter or bylaws, or (iii) conflict with or violate any laws applicable to it, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on RGLD or the performance of its obligations under this Commitment Letter;

(e) it is not currently in breach or default under any material agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, and no event has occurred that with the passage of time would constitute such a breach or default, and it has no knowledge of a material breach or default by any counterparty thereto or the inability of any counterparty to perform its obligations thereunder, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on RGLD or the performance of its obligations under this Commitment Letter;

(f) there is no pending, nor to the knowledge of RGLD, threatened, Legal Proceeding against RGLD that could have the effect of preventing, delaying, making illegal or otherwise interfering with the RGLD Amendment;

(g) the amended and restated purchase and sale agreement dated as of December 14, 2011 between Terrane, RGLD, and, solely in respect of certain provisions of the agreement as set forth therein, Royal Gold and TCM, as amended by the first amendment to amended and restated purchase and sale agreement dated as of August 8, 2012 and the second amendment to amended and restated purchase and sale agreement (the “ Existing Stream Agreement’ ) is in full force and effect, unamended as of the date hereof and no breach or default by Royal Gold or RGLD, or to the knowledge of RGLD, by Vendor of any term, condition, covenant or obligation thereunder has occurred and is continuing as of the date hereof;

(h) the Gold Recovery Condition and the Throughput Condition have been satisfied in accordance with the terms of the Existing Stream Agreement and the Determination Date has occurred prior to the date hereof (capitalized terms used in this paragraph and not otherwise defined herein have the same meaning as in the Existing Steam Agreement);

(i) the outstanding balance of the Payment Deposit (as defined in the Existing Stream Agreement) provided under separate cover of letter dated on or about the date hereof is true and correct as of the date set forth in such letter;

(j) no approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Commitment Letter or the transactions contemplated hereby;

(k) this Commitment Letter has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general equity principles;

(l) it has not suffered an Insolvency Event and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event with respect to it. For purposes of this Commitment Letter, and “ Insolvency Event ” shall mean, for any entity or person, (a) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of that entity or person, a composition, compromise, assignment or arrangement with creditors generally of that entity or person, (b) the making of any proposal in relation to such entity or person under any applicable bankruptcy, insolvency or similar Law, save for any proposal which is determined by such entity or person, acting in good faith, to be vexatious and/or frivolous and is dismissed within sixty (60) days, (c) the making of an assignment in bankruptcy or any other assignment by such entity or person for the benefit of creditors under applicable bankruptcy, insolvency or similar law, (d) such entity or person becoming an insolvent person within the meaning of Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy, insolvency, reorganization, relief of debtors or similar laws affecting the enforcement of creditors’ rights generally, (e) such entity or person becoming the voluntary or involuntary subject of any proceedings under any applicable bankruptcy, insolvency or similar Law, including the Companies’ Creditors Arrangement Act (Canada), which proceedings remain un-discharged for a period of ninety (90) days, (f) a receiver or receiver/manager, trustee, custodian, sequestrator, liquidator, administrator, administrative receiver, compulsory manager or other entity or person with similar powers is appointed for all or any substantial part of the revenue, assets, property or business of such entity or person and such receiver, receiver/manager, trustee, custodian, sequestrator, liquidator, administrator, administrative receiver, compulsory manager or other entity or person remains un-discharged for a period of ninety (90) days, or (g) if the corporate existence of such entity or person is terminated by voluntary or involuntary dissolution or winding-up (other than by way of a solvent amalgamation, plan of arrangement or reorganization), or any analogous proceedings or steps in any jurisdiction; and

(m) it enters into and performs this Commitment Letter on its own account and not as trustee or a nominee of any other person.

ANNEX 2

Royal Gold Representations and Warranties

Royal Gold hereby represents and warrants to Centerra as follows:

(a) it is a company validly existing and in good standing under the laws of State of Delaware;

(b) all requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approvals, with respect to entering into this Commitment Letter and performing its obligations hereunder;

(c) it has the requisite corporate power, capacity and authority to enter into this Commitment Letter and to perform its obligations hereunder;

(d) this Commitment Letter and the exercise of its rights and performance of its obligations hereunder do not and will not (i) conflict with or result in a default under any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its charter or bylaws, or (iii) conflict with or violate any laws applicable to it, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Royal Gold or the performance of its obligations under this Commitment Letter;

(e) it is not currently in breach or default under any material agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, and no event has occurred that with the passage of time would constitute such a breach or default, and it has no knowledge of a material breach or default by any counterparty thereto or the inability of any counterparty to perform its obligations thereunder, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Royal Gold or the performance of its obligations under this Commitment Letter;

(f) there is no pending, nor to the knowledge of Royal Gold, threatened, Legal Proceeding against Royal Gold that could have the effect of preventing, delaying, making illegal or otherwise interfering with the RGLD Amendment;

(g) the amended and restated purchase and sale agreement dated as of December 14, 2011 between Terrane, RGLD, and, solely in respect of certain provisions of the agreement as set forth therein, Royal Gold and TCM, as amended by the first amendment to amended and restated purchase and sale agreement dated as of August 8, 2012 and the second amendment to amended and restated purchase and sale agreement (the “ Existing Stream Agreement’ ) is in full force and effect, unamended as of the date hereof and no breach or default by Royal Gold or RGLD or, to the knowledge of Royal Gold, by Vendor of any term, condition, covenant or obligation thereunder has occurred and is continuing as of the date hereof;

(h) no approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Commitment Letter or the transactions contemplated hereby;

(i) this Commitment Letter has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general equity principles;

(j) it has not suffered an Insolvency Event and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event with respect to it; and

(k) it enters into and performs this Commitment Letter on its own account and not as trustee or a nominee of any other person or entity.

ANNEX 3

Centerra Representations and Warranties

Centerra hereby represents and warrants to the RG as follows:

(a) it is a company validly existing and in good standing under the laws of Canada;

(b) all requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approvals, with respect to entering into this Commitment Letter and performing its obligations hereunder;

(c) it has the requisite corporate power, capacity and authority to enter into this Commitment Letter and to perform its obligations hereunder;

(d) this Commitment Letter and the exercise of its rights and performance of its obligations hereunder do not and will not (i) conflict with or result in a default under any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its constating or constitutive documents, or (iii) conflict with or violate any Applicable Laws, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the performance of its obligations under this Commitment Letter;

(e) it is not currently in breach or default under any material agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, and no event has occurred that with the passage of time would constitute such a breach or default, and it has no knowledge of a material breach or default by any counterparty thereto or the inability of any counterparty to perform its obligations thereunder, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the performance of its obligations under this Commitment Letter;

(f) there is no pending, nor to the knowledge of Centerra, threatened, Legal Proceeding against Centerra that would have the effect of prohibiting, materially delaying or making illegal the RGLD Amendment;

(g) no approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Commitment Letter or the transactions contemplated hereby;

(h) this Commitment Letter has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general equity principles;

(i) it has not suffered an Insolvency Event and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event with respect to it; and

(j) it enters into and performs this Commitment Letter on its own account and not as trustee or a nominee of any other person or entity.

EXHIBIT 21.1

Royal Gold, Inc. and its Subsidiaries

As of June 30, 2016

Name	State / Province / Country of Incorporation	Ownership Percentage
Royal Gold, Inc.	Delaware
Denver Mining Finance Company, Inc.	Colorado	100%
Crescent Valley Partners LP	Colorado	81%
High Desert Mineral Resources, Inc.	Delaware	100%
DFH Co. of Nevada	Nevada	100%
Gold Ventures, Inc.	Nevada	100%
RG Mexico, Inc.	Delaware	100%
RGLD Gold AG	Switzerland	100%
RGLD Holdings, LLC	Delaware	100%
RGLD Gold (Canada) ULC	Alberta	*
International Royalty Corporation	Canada	100%
4324421 Canada Inc.	Canada	100%
Voisey’s Bay Holding Corporation	Canada	100%
Labrador Nickel Royalty Limited Partnership	Ontario	90%
RGLD Precious Metals GmbH	Switzerland	100%
Royal Crescent Valley, Inc.	Nevada	100%
Royal Alaska, LLC	Delaware	100%
Peak Gold, LLC	Delaware	11%**

*Royal Gold, Inc. owns approximately 22% and RGLD Holdings, LLC owns approximately 78% of RGLD Gold (Canada) ULC

**As of September 30, 2016, Royal Alaska, LLC’s ownership percentage of Peak Gold, LLC was 15.1%

EXHIBIT 31.1

CERTIFICATION

I, Tony Jensen, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Royal Gold, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 3, 2016
/s/Tony Jensen
Tony Jensen
President and Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Stefan Wenger, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Royal Gold, Inc.;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 3, 2016
/s/Stefan Wenger
Stefan Wenger
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Royal Gold, Inc. (the “Company”), for the period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tony Jensen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 3, 2016
/s/Tony Jensen
Tony Jensen
President and Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Royal Gold, Inc. (the “Company”), for the period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stefan Wenger, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 3, 2016
/s/ Stefan Wenger
Stefan Wenger
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)