SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 


FORM 8-K

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

Date of report (Date of earliest event reported):    September 29, 2014

 
  CONTANGO ORE, INC.  
 
(Exact Name of Registrant Specified in Charter)
 
 
 
Delaware   
000-54136
  27-3431051 
(State or Other
Jurisdiction of
Incorporation)
 
(Commission File
Number)
 
  (I.R.S. Employer
Identification No.)

 
3700 Buffalo Speedway, Suite 925
Houston, Texas
 
77098
(Address of Principal Executive Offices)
  (Zip Code)

Registrant's telephone number, including area code:    (713) 877-1311
 
 
Not Applicable
 
  (Former Name or Former Address, if Changed Since Last Report)  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
 
 

 
 
Item 1.01
Entry into a Material Definitive Agreement.
                      
Master Agreement
 
On September 29, 2014, Contango ORE, Inc. (the “Company”) entered into a Master Agreement (the “Master Agreement”) with Royal Gold, Inc. (“Royal Gold”), pursuant to which the parties have agreed, subject to the satisfaction of various closing conditions, to form a joint venture to advance exploration and development of its Tetlin properties, prospective for gold and associated minerals (the “Transaction”).
 
In connection with the consummation (the “Closing”) of the Transaction, the Company will contribute its Tetlin lease and State of Alaska mining claims near Tok, Alaska, together with other personal property, to a newly formed limited liability company (the “Joint Venture Company”).  The Joint Venture Company will be managed according to a Joint Venture Limited Liability Company Agreement.  Royal Gold will invest $5 million initially to fund exploration activity, and will have the option to earn up to a 40% economic interest in the joint venture by investing up to $30 million (inclusive of the initial $5 million investment) prior to October 2018.  The proceeds of Royal Gold’s investment will be used by the Joint Venture Company for additional exploration and development of the Tetlin properties.
 
Each of the parties has made customary representations and warranties in the Master Agreement and the Company has agreed to customary covenants, including covenants regarding the operation of the Company’s business prior to the Consummation of the Transaction. The Transaction has been approved by the Boards of Directors of the Company and Royal Gold and is subject to various closing conditions, including the approval of the Transaction by the Company’s stockholders. The Company has agreed, among other things, not to solicit alternative business combination transactions prior to the Consummation of the Transaction, and, subject to certain exceptions, not to engage in discussions or negotiations regarding any alternative business combination transactions during such period.
 
The Company recommends that the Company’s stockholders approve the Transaction.
 
The foregoing description of the Master Agreement is qualified in its entirety by reference to the full text of the Master Agreement, which is attached as Exhibit 10.1 to this report and is incorporated in this report by reference.
 
In addition, a copy of the press release issued by the Company regarding the Transaction also is attached as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Voting Agreement
 
In connection with the execution of the Master Agreement, Royal Gold concurrently entered into a Voting Agreement (the “Voting Agreement”) with Brad Juneau, our President and Chief Executive Officer, the Estate of Kenneth R. Peak, and certain other stockholders of the Company (the “Supporting Stockholders”).  The shares of Company common stock outstanding that are beneficially owned by the Supporting Stockholders and are subject to the Voting Agreement represent, in the aggregate, approximately 39% of the Company’s outstanding common stock as of September 12, 2014. Pursuant to the Voting Agreement, the Supporting Stockholders each agree to vote the shares it beneficially owns (i) in favor of the Joint Venture and (ii) against (a) any alternative proposal and (b) any other action, proposal or agreement that would reasonably be expected to interfere with or delay the consummation of the Joint Venture. The Voting Agreement terminates at the earliest of the Consummation of the Transaction, the termination of the Master Agreement in accordance with its terms or by mutual agreement of Royal Gold and the Supporting Stockholders.
 
 
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The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, which is attached as Exhibit 99.2 to this report and is incorporated in this report by reference.

Rights Amendment

In connection with the Joint Venture, the Board of Directors of Contango ORE, Inc. (the “Company”) approved an amendment to the Company’s Rights Agreement dated as of December 20, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (as amended, the “Rights Plan”).

The amendment modifies the Rights Plan to render it inapplicable to the Master Agreement and the Voting Agreement, and the consummation of the Transactions.

The foregoing description of the terms of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
 
Item 3.03
Material Modifications to Rights of Security Holders.

The information set forth under “Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits
     
 
4.1
Amendment No. 2 to Rights Agreement, dated as of September 29, 2014, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent
 
10.1
Master Agreement, dated as of September 29, 2014, between Contango ORE, Inc. and Royal Gold, Inc.
 
99.1
Press Release, dated September 30, 2014
 
99.2
Voting Agreement, dated as of September 29, 2014, between Royal Gold, Inc. and the stockholders thereto
 
 
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SIGNATURE


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 hereunto duly authorized.
 
 
  Contango ORE, Inc.
     
 
By:
/s/ Leah Gaines
 
Name:
Leah Gaines
 
Title:
Vice President and Chief Financial Officer
     
     
     
Dated: October 2, 2014     
 
 
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Exhibit Index


Exhibit
 
 
 
     
 
4.1
Amendment No. 2 to Rights Agreement, dated as of September 29, 2014, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent
 
10.1
Master Agreement, dated as of September 29, 2014, between Contango ORE, Inc. and Royal Gold, Inc.
 
99.1
Press Release, dated September 30, 2014
 
99.2
Voting Agreement, dated as of September 29, 2014, between Royal Gold, Inc. and the stockholders thereto
 
Exhibit 4.1
 
 
AMENDMENT NO. 2
 
TO
 
RIGHTS AGREEMENT
 

This Amendment No. 2 to Rights Agreement (this “ Amendment ”) is made and entered into as of September 29, 2014, by and between Contango ORE, Inc., a Delaware corporation (the “ Company ”) and Computershare Trust Company, N.A., as Rights Agent (the “ Rights Agent ”).

WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of December 20, 2012, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of March 21, 2013 (as amended, the “ Rights Agreement ”);

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such section; and

WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment.
 
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree to amend the Rights Agreement as follows:
 
1.     Amendments .  The Rights Agreement is hereby amended as follows:
 
(a)     Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:
 
“(mm) “Assignment Agreement” shall mean the Assignment Agreement, to be entered into by the Company and Tanana Gold, LLC as it may be amended from time to time.

(nn)    “JV LLC Agreement” shall mean the Limited Liability Company Agreement of Tanana Gold, LLC, to be entered into by Core Alaska, LLC and Royal Alaska, LLC, as it may be amended from time to time.

(oo)    “Master Agreement” shall mean the Master Agreement, dated as of September 29, 2014, by and between the Company and Royal Gold, Inc., as it may be amended from time to time.

(pp)    “Voting Agreement” shall mean the Voting Agreement, dated as of September 29, 2014, by and among Royal Gold, Inc. and certain stockholders of the Company.”
 
 
 

 
 
(b)   Section 1(a) of the Rights Agreement is hereby amended by inserting the following sentences at the end of such Section 1(a):
 
“Notwithstanding anything in this Section 1(a) to the contrary, neither Royal Gold, Inc. nor any of its Affiliates (collectively, the “ RG Group ”) shall be, or shall be deemed to be, an Acquiring Person by virtue of or as a result of (A) the execution and delivery of the Master Agreement, the JV LLC Agreement, the Assignment Agreement, the Voting Agreement or any agreements, arrangements or understandings entered into by the RG Group contemplated by the Master Agreement, the JV LLC Agreement, the Assignment Agreement or the Voting Agreement; (B) the announcement of the Master Agreement, the JV LLC Agreement, the Assignment Agreement, or the Voting Agreement; or (C) the consummation of the transactions contemplated by the Master Agreement, the JV LLC Agreement, the Assignment Agreement or the Voting Agreement.  Each event described in subclauses (A), (B) and (C) is referred to herein as an “ Exempted Transaction .”

(c)   Section 1(f) of the Rights Agreement is hereby amended by inserting the following sentence at the end of such Section 1(f):
 
“Notwithstanding anything in this Section 1(f) to the contrary, the RG Group shall not be deemed to be a Beneficial Owner of, or to beneficially own, any securities solely by virtue of or as a result of any Exempted Transaction.”

(d)   Section 1(l) of the Rights Agreement is hereby amended by inserting the following sentence at the end of such Section 1(l):
 
“Notwithstanding anything in this Section 1(l) to the contrary, a Distribution Date shall not be deemed to have occurred by virtue of or as a result of any Exempted Transaction.”

(e)   Section 1(gg) of the Rights Agreement is hereby amended by inserting the following sentence at the end of such Section 1(gg):
 
“Notwithstanding anything in this Section 1(gg) to the contrary, a Stock Acquisition Date shall not be deemed to have occurred by virtue of or as a result of the public announcement of any Exempted Transaction.”

(f)   Section 1(ll) of the Rights Agreement is hereby amended by inserting the following sentence at the end of such Section 1(ll):
 
 
 

 
 
“Notwithstanding anything in this Section 1(ll) to the contrary, a Triggering Event shall not be deemed to have occurred by virtue of or as a result of any Exempted Transaction.”

2.     No Further Amendments .  Except as expressly provided herein, the terms and conditions of the Rights Agreement shall continue in full force and effect.
 
3.     Counterparts .  This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
 
4.     Governing Law .   This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law provisions thereof.
 

[Signature page follows.]
 
 
 

 
 
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
 
 
 
CONTANGO ORE, INC.
 
     
     
 
By:
                /s/ John B. Juneau
 
   
Name: John B. Juneau
   
Title:   President and Chief Executive Officer
 
 
 

 
 
 
COMPUTERSHARE TRUST COMPANY, N.A.
 
     
 
By:
           /s/ Patrick Hayes
 
   
Name:  Patrick Hayes
   
Title:    Manager – Client Services

Exhibit 10.1
 
 
Execution Version
 

 

 

 
MASTER AGREEMENT
 

 
by and between
 
 
 
 
CONTANGO ORE, INC.
 

 
and
 

 
ROYAL GOLD, INC.
 

 

 
dated as of
 
September 29, 2014
 
 
 

 
 
 
TABLE OF CONTENTS
 
 
   
Page
 
Article I         The Closing
1
Section 1.01
Closing
1
Article II        Representations and Warranties of the Company
2
Section 2.01
Organization; Standing and Power
2
Section 2.02
Authority; Non-contravention; Governmental Consents
2
Section 2.03
Legal Actions; Orders
4
Section 2.04
Absence of Certain Changes or Events
4
Section 2.05
Brokers' and Finders' Fees
4
Section 2.06
Proxy Statement
4
Section 2.07
Joint Venture Agreement Representations and Warranties
5
Article III       Representations and Warranties of Royal Gold
5
Section 3.01
Organization
5
Section 3.02
Authority; Non-contravention; Governmental Consents
5
Section 3.03
Proxy Statement
6
Section 3.04
Legal Actions; Orders
6
Article IV       Covenants
6
Section 4.01
Conduct of Business of the Company
6
Section 4.02
Conduct
8
Section 4.03
Access to Information; Confidentiality
8
Section 4.04
No Solicitation
8
Section 4.05
Stockholders Meeting; Preparation of Proxy Materials
11
Section 4.06
Notices of Certain Events
12
Section 4.07
Reasonable Best Efforts
12
Section 4.08
Public Announcements
13
Section 4.09
Formation of the Joint Venture
13
Article V        Conditions
13
Section 5.01
Conditions to Each Party's Obligation to Effect the Transactions
13
Section 5.02
Conditions to Obligations of Royal Gold
14
Section 5.03
Conditions to Obligation of the Company
15
 
 
 

 
 
Execution Version
 
 
Article VI       Termination, Amendment and Waiver
16
Section 6.01
Termination By Mutual Consent
16
Section 6.02
Termination By Either Royal Gold or the Company
16
Section 6.03
Termination By Royal Gold
17
Section 6.04
Termination By the Company
17
Section 6.05
Notice of Termination; Effect of Termination
18
Section 6.06
Fees and Expenses Following Termination
18
Section 6.07
Amendment
19
Section 6.08
Extension; Waiver
19
Article VII      Miscellaneous
19
Section 7.01
Definitions
19
Section 7.02
Interpretation; Construction
25
Section 7.03
Survival
25
Section 7.04
Governing Law
26
Section 7.05
Submission to Jurisdiction
26
Section 7.06
Waiver of Jury Trial
26
Section 7.07
Notices
27
Section 7.08
Entire Agreement
27
Section 7.09
No Third Party Beneficiaries
28
Section 7.10
Severability
28
Section 7.11
Assignment
28
Section 7.12
Remedies
28
Section 7.13
Specific Performance
28
Section 7.14
Counterparts; Effectiveness
29

 
ii

 
 
Execution Version
 
 
Exhibits
 
Exhibit A
Form of Voting Agreement
Exhibit B  Form of Assignment Agreements 
Exhibit C  Form of Joint Venture Agreement 
Exhibit D  Form of Joint Venture Certificate 
Exhibit E  Form of Tetlin Estoppel and Agreement 
Exhibit F  Form of Tetlin Stability Agreement 
Exhibit G  Tetlin Resolution (Council) 
Exhibit H  Tetlin Resolution (Tribe) 
Exhibit I  Tetlin Ordinance 
 
 
iii

 
 
MASTER AGREEMENT
 
This Master Agreement (this “ Agreement ”), is entered into as of September 29, 2014, by and between CONTANGO ORE, INC., a Delaware corporation (the “ Company ”) and ROYAL GOLD, INC. a Delaware corporation (“ Royal Gold ”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof.
 
RECITALS
 
  WHEREAS, the parties intend that the Company and Royal Gold enter into the Joint Venture Agreement (directly or through their Affiliates) on the terms and subject to the conditions set forth herein;
 
  WHEREAS, the Board of Directors of the Company (the “ Company Board ”) has unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and the other Transaction Agreements, in each case with Royal Gold or the other counterparties thereto, (b) approved the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend the approval of the Transactions by the stockholders of the Company;
 
  WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Royal Gold to enter into this Agreement, certain Company stockholders representing thirty-nine and one tenth percent (39.1%) of the outstanding Company Common Stock have entered into voting agreements, in substantially the form set forth on Exhibit A hereto, pursuant to which, among other things, each of such Company stockholders has agreed to vote his, her or its Company Common Stock in favor of the Transactions (the “ Voting Agreement ”); and
 
  WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement and also to prescribe certain conditions to the Transactions.
 
  NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:
 
ARTICLE I
The Closing
 
Section 1.01   Closing .  Upon the terms and subject to the conditions set forth herein, the closing of the Transactions (the “ Closing ”) will take place at 10 am, mountain time, as soon as practicable (and, in any event, within one (1) Business Day) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Transactions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The actual date of the Closing is hereinafter referred to as the “ Closing Date ”.
 
 
 

 
 
Execution Version
 
 
ARTICLE II
Representations and Warranties of the Company
 
Except as set forth in the correspondingly numbered Section of the disclosure letter, dated the date of this Agreement and delivered by the Company to Royal Gold prior to the execution of this Agreement (the “ Company Disclosure Letter ”), the Company hereby represents and warrants to Royal Gold as follows:
 
Section 2.01   Organization; Standing and Power .  The Company and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of its respective jurisdiction of organization, and has the requisite corporate, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its assets and to carry on its business as now conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
Section 2.02   Authority; Non-contravention; Governmental Consents .
 
(a)   Authority .  The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Agreements to which it is a party and, subject to, in the case of the consummation of the Transactions, approval of the Transactions by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock (the “ Requisite Company Vote ”), to consummate the Transactions to which it is a party. The execution and delivery of this Agreement and the other Transaction Agreements by the Company and the consummation by the Company of the Transactions has been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the other Transaction Agreements or to consummate the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and consummate the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Royal Gold, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.
 
 
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Execution Version
 
 
(b)   Non-contravention .  The execution, delivery and performance of this Agreement and the other Transaction Agreements by the Company, and the consummation by the Company of the Transactions, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the certificate of incorporation or bylaws of the Company or any of its Subsidiaries; (ii) subject to compliance with the requirements set forth in clauses (i) and (ii) of Section 2.02(c) and, in the case of the consummation of the Transactions, obtaining the Requisite Company Vote, conflict with or violate any Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries (including the Contributed Assets), except, with respect to clause (iv) any such Liens which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(c)   Governmental Consents .  No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a “ Consent ”), any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority (a “ Governmental Entity ”) is required to be obtained or made by the Company in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Agreements or the consummation by the Company of the Transactions, except for: (i) the filing of the Company Proxy Statement with the Securities and Exchange Commission (“ SEC ”) in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions; and (ii) the other Consents, if any, of Governmental Entities listed in Section 2.02(c) of the Company Disclosure Letter, and except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(d)   Board Approval .  The Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement, the other Transaction Agreements and the Transactions are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable this Agreement, the other Transaction Agreements and the Transactions, in accordance with the DGCL, (iii) directed that the Transactions be submitted to Company’s stockholders for approval, and (iv) resolved to recommend that Company stockholders approve the Transactions (collectively, the “ Company Board Recommendation ”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Meeting.
 
 
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Execution Version
 
 
Section 2.03   Legal Actions; Orders .  As of the date hereof, there is no material claim, action, suit, arbitration, proceeding or, to the Knowledge of the Company, governmental investigation (each, a Legal Action ”), in each case, with respect to the Contributed Assets, pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets, by or before any Governmental Entity.  None of the Company or any of its Subsidiaries is subject to any material order, writ, assessment, decision, injunction, decree, ruling or judgment of a Governmental Entity (‘ Order ”), in each case, with respect to the Contributed Assets, whether temporary, preliminary or permanent.
 
Section 2.04   Absence of Certain Changes or Events .  Since June 30, 2014, except in connection with the execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the Transactions, the business of the Company and each of its Subsidiaries has been conducted in the ordinary course of business and there has not been or occurred:
 
(a)   any Company Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or
 
(b)   any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Closing, would constitute a breach of Section 4.01 .
 
Section 2.05   Brokers’ and Finders’ Fees.  Except for fees payable to Company Financial Advisor pursuant to the Engagement Letter, a correct and complete copy of which has been provided to Royal Gold, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement, the other Transaction Agreements or the Transactions.
 
Section 2.06   Proxy Statement .  None of the information included or incorporated by reference in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (collectively, the “ Company Proxy Statement ”), to be filed with the SEC in connection with the Transactions, will, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Royal Gold expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.
 
 
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Execution Version
 
 
Section 2.07   Joint Venture Agreement Representations and Warranties .  The representations and warranties of Company or its wholly-owned subsidiary set forth in Section 2.2 of the Joint Venture Agreement are hereby incorporated by reference into this Agreement as if made by Company for all purposes of this Agreement.
 
ARTICLE III
Representations and Warranties of Royal Gold
 
Royal Gold hereby represents and warrants to the Company as follows:
 
Section 3.01   Organization .  Royal Gold is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation.
 
Section 3.02   Authority; Non-contravention; Governmental Consents .
 
(a)   Authority . Royal Gold has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Agreements to which it is a party and to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Agreements to which it is a party by Royal Gold and the consummation by Royal Gold of the Transactions have been duly authorized by all necessary corporate action on the part of Royal Gold and no other corporate proceedings on the part of Royal Gold are necessary to authorize the execution and delivery of this Agreement or the other Transaction Agreements to which it is a party or to consummate the Transactions. This Agreement has been duly executed and delivered by Royal Gold and, assuming due execution and delivery by the Company, constitutes the valid and binding obligation of Royal Gold, enforceable against Royal Gold in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.
 
(b)   Non-contravention .  The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party by Royal Gold and the consummation by Royal Gold of the Transactions, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the certificate of incorporation or by-laws of Royal Gold; (ii) subject to compliance with the requirements set forth in Section 3.02(c) , conflict with or violate any Law applicable to Royal Gold or any of its properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which Royal Gold or its Subsidiaries are a party or otherwise bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of Royal Gold, except, with respect to clause (iv) any such Liens which would not reasonably be expected to have, individually or in the aggregate, a Royal Gold Material Adverse Effect.
 
 
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Execution Version
 
 
(c)   Governmental Consents . No Consent of any Governmental Entity is required to be obtained or made by Royal Gold in connection with the execution, delivery and performance by Royal Gold of this Agreement or the other Transaction Agreements or the consummation by Royal Gold of the Transactions, except for the filing of the Company Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements and the Transactions, and except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Royal Gold Material Adverse Effect.
 
Section 3.03   Proxy Statement .  None of the information with respect to Royal Gold that Royal Gold or any of its Representatives furnishes in writing to the Company expressly for use in the Company Proxy Statement, will, at the date such Proxy Statement is first mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Royal Gold with respect to statements made or incorporated by reference therein supplied by the Company or its Representatives expressly for inclusion or incorporation by reference in the Company Proxy Statement.
 
Section 3.04   Legal Actions; Orders .  As of the date hereof, there is no material Legal Action pending, or to the Knowledge of Royal Gold, threatened against Royal Gold or any of its Subsidiaries or any of their respective properties or assets, in each case by or before any Governmental Entity. None of Royal Gold or any of its Subsidiaries is subject to any material Order, whether temporary, preliminary or permanent.
 
ARTICLE IV
Covenants
 
Section 4.01   Conduct of Business of the Company .  The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the Closing, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Royal Gold, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact the Contributed Assets (including maintaining the Tetlin Lease and all claims; it being understood that Company or its Affiliate shall timely pay any amounts due and owing under the Tetlin Lease and in order to maintain the claims) and its and its Subsidiaries’ business organization. Without limiting the generality of the foregoing, between the date of this Agreement and the earlier of the termination of this Agreement and the Closing, except as otherwise expressly contemplated by this Agreement, including pursuant to Section 4.04 , the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Royal Gold:
 
 
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(a)   Enter into, create, incur or assume (i) any borrowings under capital leases relating to the Contributed Assets or (ii) any obligations which would have a Company Material Adverse Effect;
 
(b)   Sell, transfer, lease, or permit the incurrence of any Lien (other than any Permitted Lien) on, any of the Contributed Assets or, with respect to the Contributed Assets;
 
(c)   Enter into any agreements or commitments relating to the Contributed Assets with another Person, except on commercially reasonable terms in the ordinary course of business;
 
(d)   Violate in any material respect any Law applicable the Contributed Assets;
 
(e)   Violate in any material respect any Contract or Governmental Consent applicable to the Contributed Assets;
 
(f)   Terminate or amend the Tetlin Lease;
 
(g)   Commence a Legal Action which would affect in any adverse manner the Contributed Assets;
 
(h)   Purchase, lease, or otherwise acquire any assets relating to the Contributed Assets, except for supplies, materials, services and equipment purchased, leased, or acquired by the Company in the ordinary course of business consistent with past practice;
 
(i)   Enter into any royalty, streaming, financing, joint venture or partnership agreement relating to the Contributed Assets;
 
(j)   With respect to the Contributed Assets, other than in the ordinary course of business, (i)  make any changes in capital expenditures or deferrals of capital expenditures; or (ii) change any of its business policies;
 
(k)   Amend the terms of its certificate of incorporation or bylaws in any manner that would be reasonably likely to materially impede or delay the consummation of the Transactions;
 
(l)   With respect to the Contributed Assets, make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a Tax return, enter into any closing agreement with a Governmental Entity relating to Taxes, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes if any of the foregoing could reasonably be expected to adversely and materially impact the Company or Royal Gold;
 
(m)   Intentionally take any other action or fail to exercise commercially reasonable efforts to take any action that would cause a Company Material Adverse Effect; or
 
(n)   Enter into any Contract or agree, in writing or otherwise, to take any of the actions described in  Section 4.01(a) through Section 4.01(m)  above.
 
 
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Section 4.02   Conduct .  From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with the terms set forth in Article VI , the Company and Royal Gold shall not, and shall not permit any of their respective Subsidiaries to, take, or agree or commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Transaction.
 
Section 4.03   Access to Information; Confidentiality .
 
(a)   From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with the terms set forth in Article VI , the Company shall, and shall cause its Subsidiaries to, afford to Royal Gold’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries (including the Contributed Assets), and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Royal Gold such information concerning the business and properties of the Company and its Subsidiaries as Royal Gold may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Royal Gold pursuant to this Agreement.
 
(b)   Royal Gold and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated March 6, 2014, between Royal Gold and the Company (the “ Confidentiality Agreement ”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.
 
Section 4.04   No Solicitation .
 
(a)   The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize its and its Subsidiaries’ directors, officers, employees, advisors and investment bankers (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “ Representatives ”) to solicit, initiate or knowingly take any action to encourage the submission of any Alternative Proposal or the making of any proposal that could reasonably be expected to lead to any Alternative Proposal, or, subject to Section 4.04(b) , (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or knowingly encourage any effort by, any third party that is seeking to make, or has made, any Alternative Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or (iii) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, or other Contract relating to any Alternative Proposal (each, a “ Alternative Transaction Agreement ”). Subject to Section 4.04(b) , neither the Company Board nor any committee thereof shall fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Royal Gold, the Company Board Recommendation, or recommend an Alternative Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “ Company Adverse Recommendation Change ”). The Company shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Alternative Proposal and shall enforce any obligation of any such third party (and its agents and advisors) under any confidentiality or similar agreement with any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information.
 
 
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(b)   Notwithstanding Section 4.04(a) , prior to the receipt of the Company Requisite Vote, the Company Board may, and may authorize its Representatives to, subject to Section 4.04(c) , (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Alternative Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor, constitutes or would reasonably be expected to result in a Superior Proposal, (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement, (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law.
 
(c)   The Company Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 4.04(b) unless the Company shall have delivered to Royal Gold a prior written notice advising Royal Gold that it intends to take such action. The Company shall notify Royal Gold promptly (but in no event later than forty-eight (48) hours) after it or any of its Representatives receives any Alternative Proposal, any inquiry that would reasonably be expected to lead to an Alternative Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party.  In such notice, the Company shall identify the third party making, and the material terms and conditions of, any such Alternative Proposal, indication or request. The Company shall keep Royal Gold reasonably informed, on a current basis, of the status and material terms of any such Alternative Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof.  The Company shall provide Royal Gold with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Alternative Proposal.  The Company shall promptly provide Royal Gold with a list of any non-public information concerning the Company’s business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Royal Gold, copies of such information.  The Company shall ensure that any Acceptable Confidentiality Agreement to which it is a party shall permit the Company to comply with its obligations set forth in this Section 4.04(c) .
 
 
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(d)   Except as set forth in this Section 4.04(d) , the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) an Alternative Transaction Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Company Requisite Vote, the Company Board may make a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) an Alternative Transaction Agreement, if: (i) the Company promptly notifies Royal Gold, in writing, at least three (3) Business Days (the “ Notice Period ”) before making a Company Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) an Alternative Transaction Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state that the Company has received an Alternative Proposal that the Company Board intends to declare a Superior Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into an Alternative Transaction Agreement; (ii) the Company attaches to such notice the most current version of the proposed agreement, if any (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal; (iii) the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its and its Subsidiaries’ Representatives to, during the Notice Period, negotiate with Royal Gold in good faith to make such adjustments in the terms and conditions of this Agreement and the other Transaction Agreements so that such Alternative Proposal ceases to constitute a Superior Proposal, if Royal Gold, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Notice Period subsequent to the time the Company notifies Royal Gold of any such material revision (it being understood that there may be multiple extensions in the event there are multiple revisions to the terms of a Superior Proposal)); and (iv) the Company Board determines in good faith, after consulting with outside legal counsel and its Company Financial Advisor, that such Alternative Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by Royal Gold during the Notice Period in the terms and conditions of the Transaction Agreements.
 
 
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Section 4.05   Stockholders Meeting; Preparation of Proxy Materials .
 
(a)   The Company shall take all action necessary to duly call, give notice of, convene and hold the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, and, in connection therewith, the Company shall mail the Company Proxy Statement to the holders of Company Common Stock in advance of such meeting. Except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change as permitted by Section 4.04(b) hereof, the Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 4.04(d) hereof, the Company shall use reasonable best efforts to (i) solicit from the holders of Company Common Stock proxies in favor of the approval of the Transactions and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. The Company shall keep Royal Gold updated with respect to proxy solicitation results as requested Royal Gold. The Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Royal Gold (other than in order to obtain a quorum of its stockholders). Nothing herein shall be deemed to relieve the Company of its obligation to submit the Transactions to its stockholders for a vote on the approval thereof.   The Company agrees that, unless this Agreement shall have been terminated in accordance with Article VI , its obligations to hold the Company Stockholders Meeting pursuant to this Section 4.05 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Company Adverse Recommendation Change.
 
(b)   In connection with the Company Stockholders Meeting, as soon as reasonably practicable following the date of this Agreement the Company shall prepare and file the Company Proxy Statement with the SEC. Royal Gold and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, Royal Gold will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Royal Gold a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Royal Gold prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Royal Gold and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its stockholders an amendment or supplement setting forth any such correction. The Company shall as soon as reasonably practicable (i) notify Royal Gold of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information and (ii) provide Royal Gold with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement.
 
 
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Section 4.06   Notices of Certain Events .  The Company shall notify Royal Gold, and Royal Gold shall notify the Company, promptly of (i) any notice from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (ii) any notice from any Governmental Entity in connection with the Transactions, (iii) any Legal Actions commenced, or to such party’s Knowledge, threatened, against the Company or any of its Subsidiaries or Royal Gold or its Subsidiaries, as applicable, that are related to the Transactions, and (iv) any event, change or effect between the date of this Agreement and the Closing which causes or is reasonably likely to cause the failure of the conditions set forth in Section 5.02 of this Agreement (in the case of the Company and its Subsidiaries) or Section 5.03   of this Agreement (in the case of Royal Gold), to be satisfied. In no event shall (x) the delivery of any notice by a party pursuant to this Section 4.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (y) disclosure by the Company or Royal Gold be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. This Section 4.06 shall not constitute a covenant or agreement for purposes of Section 5.02(b) or Section 5.03(b) .
 
Section 4.07   Reasonable Best Efforts .
 
(a)   Upon the terms and subject to the conditions set forth in this Agreement (including those contained in this Section 4.07 ), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary permits, waivers, Consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction Agreements. The Company and Royal Gold shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any notice from any Governmental Entity regarding any of the Transactions. If the Company or Royal Gold receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the Transactions.
 
 
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(b)   In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Transactions or any Transaction Agreement, the Company shall cooperate in all respects with Royal Gold and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. Notwithstanding anything in this Agreement to the contrary, none of Royal Gold or any of its Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the Transactions.
 
Section 4.08   Public Announcements .  The initial press release with respect to this Agreement and the Transactions shall be a release mutually agreed to by the Company and Royal Gold. Thereafter, each of the Company and Royal Gold agrees that no public release or announcement concerning the Transactions shall be issued by any party without the prior written consent of the Company and Royal Gold (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be permitted by Section 4.04 or required by applicable Law or the rules or regulations of any applicable United States securities exchange or Governmental Entity to which the relevant party is subject, wherever situated, in which case the party required to make the release or announcement shall consult with the other party about, and allow the other party reasonable time to comment on such release or announcement in advance of such issuance.
 
Section 4.09   Formation of the Joint Venture .  Prior to the Closing, the parties, directly or through their respective wholly-owned subsidiaries, will cause the Joint Venture to be duly formed by filing the Joint Venture Certificate with the Secretary of State of the State of Delaware and paying all Expenses associated therewith (which Expenses shall be paid by Royal Gold and chargeable to the Joint Venture).
 
ARTICLE V
Conditions
 
Section 5.01   Conditions to Each Party’s Obligation to Effect the Transactions .  The respective obligations of each party to this Agreement to effect the Transactions is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
 
(a)   Company Stockholder Approval .  The Transactions will have been duly approved by the Requisite Company Vote.
 
 
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Execution Version
 
 
(b)   No Injunctions, Restraints or Illegality .  No Governmental Entity having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced or entered any Laws or Orders, whether temporary, preliminary or permanent, that make illegal, enjoin or otherwise prohibit consummation of the Transactions.
 
(c)   Governmental Consents .  All consents, approvals and other authorizations of any Governmental Entity or other Person set forth in Section 5.01 of the Company Disclosure Letter and required to consummate the Transaction shall have been obtained, and shall remain in full force and effect.
 
Section 5.02   Conditions to Obligations of Royal Gold .  The obligations of Royal Gold to effect the Transaction are also subject to the satisfaction or waiver by Royal Gold on or prior to the Closing Date of the following conditions:
 
(a)   Representations and Warranties .  (i) The representations and warranties of the Company (other than in Section 2.01 , Section 2.02(a) , Section 2.02(d) , Section 2.04(a) and Section 2.05 ) set forth in Article II of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) as of the date of this Agreement and as of immediately prior to the Closing, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) the representations and warranties contained in Section 2.01 , Section 2.02(a) , Section 2.02(d) , Section 2.04(a) and Section 2.05   shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Closing, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date).
 
(b)   Performance of Covenants .  The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder.
 
(c)   Officers Certificate .  Royal Gold will have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 5.02(a) and Section 5.02(b) hereof.
 
(d)   Joint Venture Agreement .  Royal Gold will have received the Joint Venture agreement, duly executed by the Company.
 
(e)   Tetlin Estoppel .  Royal Gold will have received the Tetlin Estoppel, duly executed by the Company and Tetlin.
 
(f)   Tetlin Stability Agreement .  Royal Gold will have received the Tetlin Stability Agreement, duly executed by the Company and Tetlin.
 
 
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(g)   Tetlin Resolution (Council) .  Royal Gold will have received a copy of the Tetlin Resolution (Council), duly certified by Tetlin.
 
(h)   Tetlin Resolution (Tribe) .  Royal Gold will have received a copy the Tetlin Resolution (Tribe), duly certified by Tetlin.
 
(i)   Tetlin Ordinance .  Royal Gold will have received a copy of the Tetlin Ordinance in the form enacted.
 
(j)   Tetlin Legal Opinion .  Royal Gold will have received a copy of a legal opinion addressed to CORE upon which the Joint Venture may rely from Sonosky, Chambers, Sachse, Endreson & Perry, LLP, legal counsel to Tetlin, with regard to (i) the validity of all actions taken by the Tetlin Village Council and the tribal members of Tetlin to enact the Tetlin Resolution (Council), the Tetlin Resolution (Tribe) and the Tetlin Ordinance and (ii) the validity and enforceability of the Tetlin Estoppel and Tetlin Stability Agreement, in form and substance reasonably satisfactory to Royal Gold.
 
(k)   Assignment Agreements .  Royal Gold will have received the Assignment Agreements, duly executed by the Company and the Joint Venture.
 
(l)   Termination of Agreements .  Royal Gold will have received evidence to its reasonable satisfaction that all of the Subject Agreements have been terminated and that all obligations of the Company and its Affiliates thereunder have been satisfied in full.
 
(m)   Obligations under Engagement Letter .  All obligations of the Company to the Company Financial Advisor pursuant to the Engagement Letter as of the Closing will have been satisfied in full.
 
Section 5.03   Conditions to Obligation of the Company .  The obligation of the Company to effect the Transactions is also subject to the satisfaction or waiver by the Company on or prior to the Closing Date of the following conditions:
 
(a)   Representations and Warranties .  (i) The representations and warranties of Royal Gold (other than Section 3.01 and Section 3.02(a) ) set forth in Article III of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Royal Gold Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) as of the date of this Agreement and as of immediately prior to the Closing, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Royal Gold Material Adverse Effect on Royal Gold’s ability to consummate the Transactions and (ii) the representations and warranties contained in Section 3.01 and Section 3.02(a)   shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Closing, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date).
 
 
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(b)   Performance of Covenants .  Royal Gold shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by them hereunder.
 
(c)   Officers Certificate .  The Company will have received a certificate, signed by an officer of Royal Gold, certifying as to the matters set forth in Section 5.03(a) and Section 5.03(b) .
 
(d)   Joint Venture Agreement .  The Company will have received the Joint Venture agreement, duly executed by Royal Gold.
 
(e)   Payment .  Contemporaneously with the Closing, Royal Gold will pay (i) an amount equal to $5,000,000 to the Business Account, which shall constitute the Royal Initial Contribution and (ii) an amount equal to $750,000 to the Company by wire transfer of immediately available funds to an account or accounts designated by the Company in writing at least two (2) Business Days prior to the Closing.
 
ARTICLE VI
Termination, Amendment and Waiver
 
Section 6.01   Termination By Mutual Consent .  This Agreement may be terminated at any time prior to the Closing (notwithstanding any approval of the Transactions by the stockholders of the Company) by mutual written consent of Royal Gold and the Company.
 
Section 6.02   Termination By Either Royal Gold or the Company .  This Agreement may be terminated by either Royal Gold or the Company at any time prior to the Closing (notwithstanding any approval of the Transactions by the stockholders of the Company):
 
(a)   if the Transaction has not been consummated on or before January 31, 2015 (the “ End Date ”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.02( a ) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Transactions to be consummated on or before the End Date;
 
(b)   if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Transactions, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 6.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or
 
 
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(c)   if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof).
 
Section 6.03   Termination By Royal Gold .  This Agreement may be terminated by Royal Gold at any time prior to the Closing (notwithstanding any approval of the Transactions by the stockholders of the Company):
 
(a)   if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company shall have entered into, or publicly announced its intention to enter into, an Alternative Transaction Agreement (other than an Acceptable Confidentiality Agreement), (iii) the Company shall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 4.04 , (iv) the Company Board fails to reaffirm the Company Board Recommendation (and recommend against such Alternative Proposal) within ten (10) Business Days after the date any Alternative Proposal (or material modification thereto) is first publicly disclosed by the Company or publicly disclosed or commenced by the Person making such Alternative Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Royal Gold and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 6.03(a) ; or
 
(b)   if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Transactions would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Royal Gold shall have given the Company at least three (3) days written notice prior to such termination stating Royal Gold’s intention to terminate this Agreement pursuant to this Section 6.03(b) .
 
Section 6.04   Termination By the Company .  This Agreement may be terminated by the Company at any time prior to the Closing (notwithstanding, in the case of Section 6.04(b) immediately below, any approval of the Transactions by the stockholders of the Company):
 
(a)   if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, in full compliance with the terms of this Agreement, including Section 4.04(b) and Section 4.04(d)   hereof, to enter into an Alternative Transaction Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided that the Company shall have paid any amounts due pursuant to Section 6.06 hereof in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Company substantially concurrently enters into such Alternative Transaction Agreement; or
 
 
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Execution Version
 
 
(b)   if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Royal Gold set forth in this Agreement such that the conditions to the Closing of the Transactions set forth in Section 5.03(a) or Section 5.03(b) , as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that the Company shall have given Royal Gold at least three (3) days written notice prior to such termination stating the Company’s intention to terminate this Agreement pursuant to this Section 6.04(b) .
 
Section 6.05   Notice of Termination; Effect of Termination .  The party desiring to terminate this Agreement pursuant to this Article VI   (other than pursuant to Section 6.01 ) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 6.05   shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VI , it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 4.03(b) , this Section 6.05 , Section 6.06 and Article VII   (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
 
Section 6.06   Fees and Expenses Following Termination .
 
(a)   If this Agreement is terminated by Royal Gold pursuant to Section 6.03(a) or Section 6.03(b) , or by the Company pursuant to Section 6.04(a) , then the Company shall pay to Royal Gold (by wire transfer of immediately available funds) a fee in an amount equal to the Termination Fee, as the sole and exclusive remedy for any such termination, within (i) two (2) Business Days after such termination (in the case of a termination in accordance with Section 6.03(a) or Section 6.03(b) ) and (ii) at or prior to such termination (in the case of a termination in accordance with Section 6.04(a) ).
 
(b)   If (i) this Agreement is terminated by either Royal Gold or the Company pursuant to Section 6.02(a) provided that the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (including any adjournment or postponement thereof) and, prior to such termination, an Alternative Proposal shall have been publicly disclosed or otherwise made or communicated to the Company or the Company Board, and not withdrawn, and (ii) within twelve (12) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to such Alternative Proposal, or such Alternative Proposal shall have been consummated, then in any such event the Company shall pay to Royal Gold (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee as the sole and exclusive remedy for such termination. If a Person (other than Royal Gold) makes an Alternative Proposal that has been publicly disclosed and subsequently withdrawn prior to such termination and, within twelve (12) months following the date of the termination of this Agreement, such Person or any of its Affiliates makes an Alternative Proposal that is publicly disclosed, such initial Alternative Proposal shall be deemed to have been “not withdrawn” for purposes of this paragraph (d).
 
 
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Execution Version
 
 
(c)   The Company acknowledges and hereby agrees that the provisions of this Section 6.06 are an integral part of the transactions contemplated by this Agreement (including the Transaction), and that, without such provisions, Royal Gold would not have entered into this Agreement. If the Company shall fail to pay in a timely manner the amounts due pursuant to this Section 6.06 , and, in order to obtain such payment, Royal Gold makes a claim against the Company that results in a judgment against the Company, the Company shall pay to Royal Gold the reasonable costs and expenses of Royal Gold (including its reasonable attorneys’ fees and expenses) incurred or accrued in connection with such suit, together with interest on the amounts set forth in this Section 6.06 at the prime lending rate prevailing during such period as published in The Wall Street Journal . Any interest payable hereunder shall be calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of actual payment, and on the basis of a 360-day year. The parties acknowledge and agree that in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.
 
(d)   Except as expressly set forth in this Section 6.06 , all Expenses incurred in connection with this Agreement and the Transactions will be paid by the party incurring such Expenses.
 
Section 6.07   Amendment .  At any time prior to the Closing, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite Company Vote, by written agreement signed by each of the parties hereto; provided, however, that following the receipt of the Requisite Company Vote, there shall be no amendment or supplement to the provisions of this Agreement which by Law or in accordance with the rules of any relevant self regulatory organization would require further approval by the holders of Company Common Stock without such approval.
 
Section 6.08   Extension; Waiver .  At any time prior to the Closing, Royal Gold or the Company may (a) extend the time for the performance of any of the obligations of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement, or (c) unless prohibited by applicable Law, waive compliance with any of the covenants, agreements or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.
 
ARTICLE VII
Miscellaneous
 
Section 7.01   Definitions .  For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:
 
 
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Execution Version
 
 
Acceptable Confidentiality Agreement ” means a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement.
 
Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, “control” (including, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise.
 
Agreement ” has the meaning set forth in the Preamble.
 
Alternative Proposal ” means a proposal or offer from, or indication of interest in making a proposal or offer by, any Person (other than Royal Gold and its Subsidiaries, including Royal Gold) relating to any (a) direct or indirect acquisition of all or substantially all of the Contributed Assets, (b) direct or indirect acquisition of twenty percent (20%) or more of voting equity interests of the Company, (c) any tender offer or exchange offer for any securities of the Company, merger, consolidation, other business combination or similar transaction involving the Company or any of its Subsidiaries, or liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Company or the declaration or payment of an extraordinary dividend (whether in cash or other property) by the Company.
 
Alternative Transaction Agreement ” has the meaning set forth in Section 4.04( a ) .
 
Assignment Agreement(s) ” means one or more agreements by and between the Company or its wholly-owned subsidiary and the Joint Venture in respect of the assignment and conveyance of the Contributed Assets substantially in the form of Exhibit B attached hereto.
 
Business Day ” means any day, other than Saturday, Sunday or any day on which banking institutions located in Denver, Colorado, Wilmington, Delaware and New York, New York are authorized or required by Law or other governmental action to close.
 
Business Account ” has the meaning set forth in the Joint Venture Agreement.
 
Closing ” has the meaning set forth in Section 1.01 .
 
Closing Date ” has the meaning set forth in Section 1.01 .
 
Company ” has the meaning set forth in the Preamble.
 
Company Adverse Recommendation Change ” has the meaning set forth in Section 4.04( a ) .
 
Company Board ” has the meaning set forth in the Recitals.
 
Company Board Recommendation ” has the meaning set forth in Section 2.02(d) .
 
 
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Execution Version
 
 
Company Common Stock ” means each share of common stock, par value $0.01 per share, of the Company.
 
Company Disclosure Letter ” has the meaning set forth in the introductory language in Article II .
 
Company Financial Advisor ” means Petrie Partners, LLC.
 
Company Material Adverse Effect ” means any event, occurrence, fact, condition or change that is, individually or in the aggregate, materially adverse to (i) the business, condition (financial or otherwise), liabilities or assets comprising the Contributed Assets or (ii) the ability of the Company to consummate the Transaction on a timely basis; provided, however, a Company Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) any natural disaster or any outbreak or escalation of war or any act of terrorism; (c) changes in Laws; (d) changes or developments in prices for gold or other commodities; or (e) general conditions in the industry in which the Company and its Subsidiaries operate; provided further, however, that any event, change and effect referred to in clauses (a) through (e) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on the Contributed Assets, compared to other participants in the gold mining and exploration industry.
 
Company Proxy Statement ” has the meaning set forth in Section 2.06 .
 
Company Stockholders Meeting ” means the 2014 annual meeting or any special meeting of the Stockholders of the Company to be held to, among other items, consider the approval of the Transactions.
 
Confidentiality Agreement ” has the meaning set forth in Section 4.03 .
 
Consent ” has the meaning set forth in Section 2.02(c) .
 
Contracts ” means any contracts, agreements, licenses, notes, bonds, mortgages, indentures, leases or other binding instruments or binding commitments, whether written or oral.
 
Contributed Assets ” has the meaning set forth in the Joint Venture Agreement.
 
DGCL ” means the Delaware General Corporation Law.
 
End Date ” has the meaning set forth in Section 6.02(a) .
 
Engagement Letter ” means that certain engagement letter by and between the Company and the Company Financial Advisor dated as of January 25, 2014.
 
Exchange Act ” has the meaning set forth in Section 2.02(c) .
 
 
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Execution Version
 
 
Expenses ”  means, with respect to any Person, all reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers of such Person and its Affiliates), incurred by such Person or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the other Transaction Agreements and the Transactions, any litigation with respect thereto, the preparation, printing, filing and mailing of the Proxy Statement, the filing of any required notices in connection with other regulatory approvals, and all other matters related to the Transaction.
 
GAAP ” means United States generally accepted accounting principles.
 
Governmental Entity ” has the meaning set forth in Section 2.02(c) .
 
Joint Venture ” means Tanana Gold, LLC, a Delaware limited liability company.
 
Joint Venture Agreement ” means that certain Limited Liability Company Agreement of the Joint Venture by and between the Company and Royal Gold (or their Affiliates) in the form attached as Exhibit C hereto.
 
Joint Venture Certificate ” means that certain Certificate of Formation of the Joint Venture in the form attached as Exhibit D hereto.
 
Knowledge ” has the meaning set forth in the Joint Venture Agreement.
 
Laws ” means any domestic or foreign laws, common law, statutes, ordinances, rules, regulations, codes, Orders or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Entity.
 
Legal Action ” has the meaning set forth in Section 2.03 .
 
Liens ” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever.
 
Material Contract ” has the meaning set forth in the Joint Venture Agreement.
 
Notice Period ” has the meaning set forth in Section 4.04(d) .
 
Order ” has the meaning set forth in Section 2.03 .
 
Permitted Liens ” means (a) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (b) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (c) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over such Person’s owned or leased real property, which are not violated by the current use and operation of such real property, (d) covenants, conditions, restrictions, easements and other similar non-monetary matters of record affecting title to such Person’s owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person’s businesses, (e) any right of way or easement related to public roads and highways, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person’s businesses, (f) Liens arising under workers’ compensation, unemployment insurance, social security, retirement and similar legislation and (g) with respect to the Contributed Assets, such Liens as would reasonably be expected to be shown on a title report, including those Liens set forth on Section 7.01 (a) of the Company Disclosure Letter.
 
 
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Execution Version
 
 
Person ” means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity and other entity and group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act).
 
Properties ” has the meaning set forth in the Joint Venture Agreement.
 
Representatives ” has the meaning set forth in Section 4.04(a) .
 
Requisite Company Vote ” has the meaning set forth in Section 2.02(a) .
 
Royal Gold ” has the meaning set forth in the Preamble.
 
Royal Gold Material Adverse Effect ” means any event, occurrence, fact, condition or change that is, individually or in the aggregate, materially adverse to the ability of Royal Gold to consummate the Transaction on a timely basis; provided, however, a Royal Gold Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) any natural disaster or any outbreak or escalation of war or any act of terrorism; (c) changes in Laws; (d) changes or developments in prices for gold or other commodities; or (e) general conditions in the industry in which Royal Gold and its Subsidiaries operate; provided further, however, that any event, change and effect referred to in clauses (a) through (e) immediately above shall be taken into account in determining whether a Royal Gold Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on Royal Gold, compared to other participants in the gold mining and exploration industry.
 
Royal Initial Contribution ” has the meaning set forth in the Joint Venture Agreement.
 
SEC ” has the meaning set forth in Section 2.02(c) .
 
Securities Act ” means the Securities Act of 1933, as amended.
 
 
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Execution Version
 
 
Subject Agreements ” means (i) the Amended and Restated Professional Services Agreement, dated as of November 1, 2010 between Avalon Development Corporation and the Company, and (ii) the Consulting Agreement dated as of October 15, 2010 between Mr. Donald Adams and the Company.
 
Subsidiary ” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.
 
Superior Proposal ” means a bona fide written Alternative Proposal involving the direct or indirect acquisition of all or substantially all of the Contributed Assets or a merger, consolidation or other business combination, tender offer or exchange offer for a majority of the outstanding Company Common Stock, that the Company Board determines in good faith (after consultation with outside legal counsel and the Company Financial Advisor) is more favorable to the holders of Company Common Stock than the transactions contemplated by this Agreement, taking into account (a) all financial considerations, (b) the identity and reliability of the third party making such Alternative Proposal, (c) the anticipated timing, conditions (including any financing or other condition or the reliability of any debt or equity funding commitments) and prospects for prompt completion of such Alternative Proposal, (d) the other terms and conditions of such Alternative Proposal and the implications thereof on the Company and the development of the Properties, including relevant legal, regulatory and other aspects of such Alternative Proposal deemed relevant by the Company Board and (e) any revisions to the terms of this Agreement and the Transaction agreed to by Royal Gold during the Notice Period set forth in Section 4.04(d) .
 
Taxes ” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.
 
Termination Fee ” means $1,000,000.
 
Tetlin ” has the meaning set forth in the Joint Venture Agreement.
 
Tetlin Estoppel ” means that certain Estoppel and Agreement, in substantially the form attached as Exhibit E hereto.
 
Tetlin Lease ” has the meaning set forth in the Joint Venture Agreement.
 
 
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Execution Version
 
 
Tetlin Ordinance ” means that certain Tetlin ordinance on Limitation on Application of Tetlin Law to Existing Mineral Lease in substantially the form attached as Exhibit I hereto.
 
Tetlin Resolution (Council) ” means that certain Resolution of the Tetlin Village Council in substantially the form of Exhibit G hereto.
 
Tetlin Resolution (Tribe) ” means that certain Resolution of the tribal members of Tetlin in substantially the form of Exhibit H hereto.
 
Tetlin Stability Agreement ” means that certain agreement by and between the Company and Tetlin in substantially the form attached as Exhibit F   hereto.
 
Transaction ” means, collectively, the transactions contemplated by the Transaction Agreements.
 
Transaction Agreements ” means, collectively, (i) this Agreement, (ii) the Assignment Agreements, (iii) the Joint Venture Agreement, (iv) the Joint Venture Certificate, (v) the Tetlin Estoppel Certificate and (vi) the Tetlin Stability Agreement.
 
Voting Agreement ” has the meaning set forth in the Recitals.
 
Section 7.02   Interpretation; Construction .
 
(a)   The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter.
 
(b)   The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
 
Section 7.03   Survival .  None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement will survive the Closing; provided that the foregoing shall not affect the survival of representations and warranties contained in any other Transaction Agreement. This Section 7.03 does not limit any covenant of the parties to this Agreement which, by its terms, contemplates performance after the Closing. The Confidentiality Agreement will survive termination of this Agreement in accordance with its terms.
 
 
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Execution Version
 
 
Section 7.04   Governing Law .  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.
 
Section 7.05   Submission to Jurisdiction .  Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Chancery Court or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the any federal court located in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.07 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.
 
Section 7.06   Waiver of Jury Trial .  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.06.
 
 
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Execution Version
 
 
Section 7.07   Notices .  All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.07 ):
 

 
If to Royal Gold, to:
 
Royal Gold, Inc.
1660 Wynkoop Street,
Denver, CO  80202
Attention:  General Counsel
Facsimile:  (303) 595-9385
     
with a copy (which will
not constitute notice to
Royal Gold) to:
 
Hogan Lovells US LLP
One Tabor Center
1200 17 th St., Suite 1500
Denver, CO 80202
Facsimile: (303) 899-7333
Attention:  Paul Hilton
     
If to the Company, to:
 
Contango Ore, Inc.
3700 Buffalo Speedway, Ste. 925
Houston, TX
Facsimile: 713.621.7329
Attention: Brad Juneau
     
with a copy (which will
not constitute notice to
the Company) to:
 
Morgan, Lewis & Bockius LLP
300 S. Grand Ave, 22 nd Fl.
Los Angeles, CA  90071
Facsimile: (213) 612-2501
Attention: Richard A. Shortz
 
or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.
 
Section 7.08   Entire Agreement .  This Agreement (including the Exhibits to this Agreement), the Company Disclosure Letter and the Confidentiality Agreement constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement, the Confidentiality Agreement and the Company Disclosure Letter (other than an exception expressly set forth as such in the Company Disclosure Letter), the statements in the body of this Agreement will control.
 
 
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Execution Version
 
 
Section 7.09   No Third Party Beneficiaries .  This Agreement is for the sole benefit of the parties hereto and their permitted assigns and respective successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
 
Section 7.10   Severability .  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
 
Section 7.11   Assignment .  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however,   that prior to the Closing, Royal Gold may, without the prior written consent of the Company, assign all or any portion of its rights under this Agreement one or more of its direct or indirect wholly-owned subsidiaries . No assignment shall relieve the assigning party of any of its obligations or liability hereunder.
 
Section 7.12   Remedies .  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.
 
Section 7.13   Specific Performance .  The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at Law or in equity.
 
 
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Execution Version
 
 
Section 7.14   Counterparts; Effectiveness .  This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.
 
 
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
 
 
CONTANGO ORE, INC.
 
     
     
 
By:
/s/ John B. Juneau
 
  Name: John B. Juneau
  Title:   President and Chief Executive Officer
 
 
 
ROYAL GOLD, INC.
 
     
     
 
By:
/s/ Tony A. Jensen
 
  Name: Tony A. Jensen
  Title:   President and Chief Executive Officer
 
Exhibit 99.1
 
 
Contango ORE Announces Joint Venture to Fund Exploration of Its Tetlin Properties
 
HOUSTON--(BUSINESS WIRE)--September 30, 2014--Contango ORE, Inc. (OTCBB:CTGO.PK) (the “Company”) announced today that it has entered into a Master Agreement with Royal Gold, Inc. (“Royal Gold”) for the formation of a joint venture to advance exploration and development of its Tetlin properties, subject to the approval of the Company’s stockholders to be held later this year and the satisfaction of other conditions.
 
The Master Agreement provides for the contribution by the Company to the joint venture of its Tetlin lease and State of Alaska mining claims near Tok, Alaska prospective for gold and associated minerals, together with other personal property, which are collectively valued at $45.7 million by the joint venture.
 
Upon closing of the Master Agreement, the parties will form a limited liability company to hold the joint venture assets, and the joint venture will be managed according to a Joint Venture Agreement. Royal Gold will invest $5 million initially to fund exploration activity, and will have the option to earn up to a 40% economic interest in the joint venture by investing up to $30 million (inclusive of the initial $5 million investment) prior to October 2018. The proceeds of Royal Gold’s investment will be used by the joint venture for additional exploration and development of the Tetlin properties.
 
The Company anticipates seeking approval of its stockholders at its annual meeting of stockholders to be held later this year. No record date or meeting date has yet been set for the annual meeting. In connection with the execution of the Master Agreement, Company stockholders holding beneficial ownership of approximately 39% of the Company’s stock have agreed to vote in favor of the Royal Gold joint venture transaction.
 
In connection with the Royal Gold transaction, Brad Juneau, President and CEO of the Company, said, “We are excited that Royal Gold has agreed to join our effort to expand upon the promising exploration work we have initiated on the Tetlin lease and neighboring claims covering over 750,000 acres. Royal Gold has demonstrated experience and expertise that will be invaluable in expanding upon our Chief Danny Prospect, including the Peak Zone discovery. We look forward to working with Royal Gold on this venture.”
 
About Contango
 
Contango ORE, Inc. is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals. Additional information can be found on our web page at www.contangoore.com.
 
About Royal Gold
 
Royal Gold, Inc. (“Royal Gold”) is a precious metals royalty company engaged in the acquisition and management of precious metal royalties, streams and similar production based interests. Royal Gold’s portfolio consists of 201 properties on six continents, including interests on 37 producing mines and 23 development stage projects. Royal Gold is publicly traded on the NASDAQ Global Select Market under the symbol “RGLD,” and on the Toronto Stock Exchange under the symbol “RGL.” Royal Gold’s website is located at www.royalgold.com.
 
 
 

 
 
FORWARD-LOOKING STATEMENTS
 
This press release contains forward-looking statements concerning the proposed transaction between the Company and Royal Gold, the expected timetable for completing the proposed transaction, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance. Forward-looking statements regarding the Company are intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on the Company’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects,” “projects,” “anticipates,” “plans,” “estimates,” “potential,” “possible,” “probable,” or “intends,” or stating that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved). Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and rare earth elements; the existence and extent of commercially exploitable minerals in properties acquired by the Company; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; and the possibility that government policies may change or governmental approvals may be delayed or withheld, including the inability to obtain any mining permits. Additional information on these and other factors which could affect the Company’s exploration program or financial results are included in the Company’s other reports on file with the Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. The Company does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.
 
 
 

 
 
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
 
In connection with the proposed transaction, the Company intends to file a proxy statement and other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED JOINT VENTURE. You may obtain a free copy of the proxy statement (if and when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. You may also obtain these documents by contacting the Company at 713.294.8380 or the Company’s website.
 
 
CONTACT:
Contango ORE, Inc.
Brad Juneau, 713-877-1311
www.contangoore.com
Exhibit 99.2
 
 
VOTING AGREEMENT
 
This Voting Agreement, dated as of September 29, 2014 (this “ Agreement ”), is made and entered into by and among Royal Gold, Inc., a Delaware corporation (“ Royal Gold ”), and the undersigned stockholders (each, a “ Stockholder ” and, collectively, the “ Stockholders ”) of CONTANGO ORE, INC., a Delaware corporation (the “ Company ”).  Royal Gold and each of the Stockholders are referred to individually as a “Party” and collectively as the “Parties.”
 
WHEREAS, concurrently with the execution of this Agreement, Royal Gold and the Company are entering into a Master Agreement (as amended, supplemented or otherwise modified from time to time, the “ Master Agreement ”), governing the terms by which Royal Gold (or its Affiliate) and the Company may enter into the Joint Venture Agreement (as defined in the Master Agreement);
 
WHEREAS, as of the date hereof, each Stockholder Beneficially Owns (as defined below) and owns of record the number of shares of Company Common Stock set forth opposite such Stockholder’s name on Schedule I hereto (the “ Existing Shares ”); and
 
WHEREAS, as a condition and inducement to Royal Gold’s willingness to enter into the Master Agreement, the Stockholders have agreed to enter into this Agreement.
 
NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
 
ARTICLE I
DEFINITIONS
 
Section 1.1   Defined Terms.   The following terms, as used in this Agreement, shall have the meanings specified in this Section 1.1 .  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Master Agreement.
 
Beneficial Owner ” means, with respect to a security, any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) the power to vote, or to direct the voting of, such security and/or (ii) investment power which includes the power to dispose of, or to direct the disposition of, such security, and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act; provided, that, for purposes of determining whether a Person is a Beneficial Owner of such security, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any contract, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).  The terms “Beneficially Own,” “Beneficially Owned” and “Beneficial Ownership” shall have a correlative meaning.  For the avoidance of doubt, Royal Gold shall not be deemed to be the Beneficial Owner of the Covered Company Shares by virtue of this Agreement.
 
 
 

 
 
Covered Company Shares ” means, with respect to each Stockholder, (1) such Stockholder’s Existing Shares, and (2) any shares of Company Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Company Common Stock or other voting capital stock of the Company, in each case that such Stockholder has Beneficial Ownership of on or after the date hereof; it being understood that if any Stockholder acquires securities (or rights with respect thereto) described in clause (2) above, such Stockholder shall promptly notify Royal Gold in writing, indicating the number of such securities so acquired.
 
Permitted Transfer ” means a transfer of Covered Company Shares by a Stockholder to any Affiliate of such Stockholder if the transferee of such Covered Company Shares evidences in a writing reasonably satisfactory to Royal Gold such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder, and upon such transfer to be deemed a Stockholder hereunder.  Notwithstanding anything in the foregoing to the contrary, each of the Stockholders may from time to time transfer among and between themselves any of the Covered Company Shares and each such transfer shall be deemed a Permitted Transfer (it being understood that any Covered Company Shares so transferred shall continue to constitute Covered Company Shares under this Agreement).
 
Transfer ” means any offer, sale, lease, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise) or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any capital stock or interest (including voting interest) in any capital stock.
 
ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
 
Section 2.1   Agreement to Vote .
 
(a)   Each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “ Determination Date ”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought:
 
(i)   appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and
 
(ii)   vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares:
 
 
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(1)   in favor of the approval and adoption of the Transactions and any other action in furtherance of the consummation of the Joint Venture and Transactions;
 
(2)   in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Transactions;
 
(3)   against any Alternative Proposal; and
 
(4)   against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Transactions or Joint Venture or this Agreement or the performance by the Company of its obligations under the Master Agreement or by any Stockholder of its obligations under this Agreement.
 
(b)   Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent.  The obligations of the Stockholders in this Section 2.1 shall apply whether or not the Transactions or any action above are recommended by the Board of Directors of the Company (or any committee thereof).
 
Section 2.2   No Inconsistent Agreements.   Each Stockholder, severally and not jointly, represents, covenants and agrees that, except for this Agreement, such Stockholder (a) has not entered into, and shall not enter into at any time prior to the Termination Date, any voting agreement, voting trust or similar arrangement or understanding with respect to any Covered Company Shares, (b) has not granted, and shall not grant at any time prior to the Termination Date, a proxy (except in accordance with Section 2.3 hereof), consent or power of attorney with respect to any Covered Company Shares and (c) has not taken, and shall not take at any time while this Agreement remains in effect, any action that would (1) make any representation or warranty of any Stockholder contained herein untrue or incorrect, (2) violate or conflict with the Stockholder’s covenants and obligations under this Agreement or (3) otherwise have the effect of restricting, preventing or disabling the Stockholder from performing any of its obligations under this Agreement.
 
Section 2.3   Grant of Irrevocable Proxy.   Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Royal Gold, and any other Person designated by Royal Gold in writing (collectively, the “ Grantees ”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder’s rights with respect to the Covered Company Shares, effective as of the date hereof and continuing until the Termination Date (the “ Voting Period ”), to vote (or execute written consents, if applicable) with respect to the Covered Company Shares as required pursuant to Section 2.1(a) and Section 2.1(b)   hereof and, in the discretion of the Grantees, with respect to any proposed postponement or adjournments of any annual or special meetings of the stockholders of the Company (including the Company Stockholder Meeting) at which any of the matters described in Section 2.1(a) was to be considered.  The proxy granted by each Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and (b) hereby revokes any proxy previously granted by such Stockholder with respect to any Covered Company Shares.  The power of attorney granted by each Stockholder hereunder is a durable power of attorney and shall survive the bankruptcy or dissolution of such Stockholder.  Subject to Section 3.2(b) with respect to the Released Shares following the Trigger Date,   or as provided in this Section 2.3 , no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of such Stockholder’s Covered Company Shares.  For Covered Company Shares as to which any Stockholder is the Beneficial Owner but not the holder of record, such Stockholder shall cause any holder of record of such Covered Company Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3 .  Royal Gold may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to such Stockholder.  Royal Gold or its designee may not exercise this irrevocable proxy on any matter except as provided in this Article II.  The proxy granted pursuant to this Section 2.3 shall be utilized only if a Stockholder fails to vote or attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of Section 2.1 of this Agreement.
 
 
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ARTICLE III
OTHER COVENANTS
 
Section 3.1   Restrictions on Transfers.   Each Stockholder hereby agrees that, from and after the date hereof until the earlier to occur of the Closing or the termination of the Master Agreement in accordance with its terms, (i) such Stockholder shall not, without the prior written consent of Royal Gold, offer to Transfer, Transfer, or consent to a Transfer of, any Covered Company Shares, unless such Transfer is a Permitted Transfer and (ii) any Transfer in violation of this provision shall be void.
 
Section 3.2   No Solicitation .
 
(a)   Each Stockholder shall, and each Stockholder shall cause each of its Subsidiaries and controlled Affiliates, and shall use commercially reasonable efforts to cause its and their Representatives or any other Person acting on its or their behalf to, immediately cease any discussions or negotiations with any Person that may be ongoing with respect to an Alternative Proposal.  From the date hereof until the Termination Date, each Stockholder shall not, and each Stockholder shall cause each of its Subsidiaries and controlled Affiliates and shall use commercially reasonable efforts to cause its and their Representatives or any other Person acting on its or their behalf not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or knowingly facilitate the making of any proposal which constitutes any Alternative Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Alternative Proposal or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Proposal.
 
 
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(b)   Notwithstanding the foregoing Section 3.2(a) , each Stockholder may, and may authorize its Affiliates (other than the Company and its Subsidiaries) or Representatives to, provide non-public information to, and participate in discussions or negotiations, with any Person if and to the extent that the Company is permitted to provide non-public information to, or engage in discussions or negotiations with, such Person in accordance with the Master Agreement.
 
Section 3.3   Litigation.   Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Royal Gold, its parent entities and Affiliates, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Master Agreement.
 
Section 3.4   Stock Dividends, Distributions, Etc.   In the event of a stock split, reverse stock split, stock dividend or distribution, or any change in the Company Common Stock by reason of any recapitalization, combination, reclassification, exchange of shares or similar transaction, the terms “ Existing Shares ” and “ Covered Company Shares ” shall be deemed to refer to and include all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
 
Section 4.1   Representations and Warranties of the Stockholders.   Each Stockholder hereby represents and warrants, severally and not jointly, to Royal Gold as follows:
 
(a)   Organization .  Such Stockholder, if not a natural person, is duly incorporated or formed, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation.
 
(b)   Authority; Execution and Delivery; Enforceability .  Such Stockholder has full corporate or other entity power and authority, if applicable, and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.  If not a natural person, the execution and delivery by such Stockholder of this Agreement, the performance and compliance by such Stockholder with each of its obligations herein and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Stockholder.  Such Stockholder has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Royal Gold of this Agreement, this Agreement constitutes such Stockholder’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
 
 
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(c)   Ownership of Shares .  As of the date hereof, such Stockholder is the sole Beneficial Owner and (except as may be set forth on Schedule I hereto) sole owner of record of the Existing Shares set forth opposite such Stockholder’s name on Schedule I hereto, free and clear of any Liens and free of any other limitation or restriction on the right to vote, other than this Agreement and any limitations or restrictions imposed under applicable securities Laws, and such Existing Shares constitute all of the shares of Company Common Stock Beneficially Owned or owned of record by such Stockholder.  As of the date hereof, such Stockholder is neither the Beneficial Owner nor the owner of record of any shares of the common stock, par value $0.01 per share, of Royal Gold, Inc.
 
(d)   No Conflicts .  Neither the execution and delivery of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated hereby, nor compliance by such Stockholder with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of such Stockholder (if applicable) or of the Company, (ii) violate any (A) Law or (B) Order, in either case, applicable to such Stockholder or any of its properties or assets, (iii) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of such Stockholder under, any of the terms, conditions or provisions of any Contract to which such Stockholder is a party, or by which such Stockholder or any of its respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (ii)(A) or (iii), for such violations as, individually or in the aggregate, would not reasonably be expected to impair such Stockholder’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
 
(e)   Consents and Approvals .  The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and will not require any Consent of, or filing with, any Governmental Entity (excluding filings with the SEC under applicable securities Laws).
 
(f)   Legal Proceedings .  There are no proceedings pending, or to the knowledge of such Stockholder, threatened against such Stockholder or any of their respective assets, rights or properties or, if applicable, any of the officers, directors or managers of such Stockholder, except, in each case, for those that, individually or in the aggregate, would not reasonably be expected to impair such Stockholder’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.  Neither such Stockholder nor any of its properties, rights or assets is or are subject to any Order, except for those that, individually or in the aggregate, would not reasonably be expected to impair such Stockholder’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
 
(g)   Finder’s Fees .  No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Royal Gold or the Company (or any of their parents or Subsidiaries) in respect of this Agreement or the Master Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder.
 
 
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Section 4.2   Representations and Warranties of Royal Gold.   Royal Gold hereby represents and warrants to the Stockholders as follows:
 
(a)   Organization .  Royal Gold is duly incorporated or formed, validly existing and in good standing under the Laws of the State of Delaware.
 
(b)   Authority; Execution and Delivery; Enforceability .  Royal Gold has full corporate or other entity power and authority and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery by Royal Gold of this Agreement and the performance and compliance by Royal Gold with each of its obligations herein have been duly authorized by all necessary corporate or other entity action on the part of Royal Gold.  Royal Gold has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each Stockholder of this Agreement, this Agreement constitutes Royal Gold’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
 
(c)   No Conflicts .  Neither the execution and delivery of this Agreement by Royal Gold nor compliance by Royal Gold with any of the terms or provisions hereof will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Royal Gold, (ii) violate any (A) Law or (B) Order, in either case, applicable to Royal Gold or its properties or assets, (iii) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Royal Gold under, any of the terms, conditions or provisions of any Contract to which Royal Gold is a party, or by which its or its properties or assets may be bound or affected, except, in the case of the foregoing clauses (ii)(A) or (iii), for such violations as, individually or in the aggregate, would not reasonably be expected to impair Royal Gold’s ability to perform its obligations under this Agreement.
 
(d)   Consents and Approvals .  The execution, delivery and performance by Royal Gold of this Agreement and the consummation by Royal Gold of the transactions contemplated hereby do not and will not require any Consent of, or filing with, any Governmental Entity (excluding filings with the SEC under applicable securities Laws).
 
(e)   Legal Proceedings .  There are no proceedings pending, or to the knowledge of Royal Gold, threatened against Royal Gold or any of its respective assets, rights or properties or, if applicable, any of the officers, directors or managers of Royal Gold, except, in each case, for those that, individually or in the aggregate, would not reasonably be expected to impair Royal Gold’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.  Neither Royal Gold nor any of its properties, rights or assets is or are subject to any Order, except for those that, individually or in the aggregate, would not reasonably be expected to impair Royal Gold’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
 
 
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ARTICLE V
TERMINATION
 
Section 5.1   Termination.   This Agreement shall terminate upon the earliest to occur of (a) the termination of this Agreement by the mutual written consent of Royal Gold and the Stockholders; (b) the valid termination of the Master Agreement in accordance with its terms prior to the Closing; and (c) the Closing.  In the event of the termination of this Agreement in accordance with this Section 5.1 (the date of a valid termination of this Agreement, being the “ Termination Date ”), this Agreement shall forthwith become void and have no effect, and there shall not be any liability or obligation on the part of any Party hereto, other than this Section 5.1 and Article VI , which provisions shall survive such termination; provided, however, that nothing in this Section 5.1 shall relieve any Party from liability for any breach of any representation, warranty, covenant or other agreement contained in this Agreement, in which case the aggrieved Party shall be entitled to all rights and remedies available at law or in equity.
 
ARTICLE VI
MISCELLANEOUS
 
Section 6.1   Publication.   Each Stockholder (i) hereby consents to and authorizes the publication and disclosure by Royal Gold and the Company or their Affiliates in any press release or other disclosure document required in connection with the Master Agreement or the transactions contemplated thereby, of its identity and ownership of shares of Company Common Stock and the existence and terms of this Agreement and the Master Agreement and transactions contemplated hereby and thereby, and (ii) hereby agrees to reasonably cooperate with Royal Gold and the Company in connection with such filings.  As promptly as practicable, each Stockholder shall notify Royal Gold of any required corrections with respect to any information supplied by Stockholder, if and to the extent such Stockholder becomes aware that any such information shall have become false or misleading in any material respect.
 
Section 6.2   No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Royal Gold any direct or indirect ownership or incidence of ownership of or with respect to any Covered Company Shares.  All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholders, and Royal Gold shall have no authority to direct the Stockholders in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
 
Section 6.3   Further Assurances.   Each of the Parties agrees that it shall use commercially reasonable  efforts to take, or cause to be taken, all actions necessary, proper or advisable to give effect to the obligations of the Parties hereunder, including by executing and delivering such additional documents as may be reasonably necessary or desirable to effectuate this Agreement.
 
Section 6.4   Joint and Several Liability.   The Stockholders hereby agree that all representations, warranties, covenants, agreements, liability and obligations under this Agreement are several, and not joint, to the Stockholders, and no Stockholder will be liable for any breach, default, liability or other obligation of any of the other Stockholders.
 
 
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Section 6.5   Amendment and Modification; Waiver.   This Agreement may not be amended, modified or supplemented, except by an instrument in writing signed on behalf of each of the Parties hereto.  Any agreement on the part of a Party to any waiver of any obligation of the other Parties shall be valid only if set forth in an instrument in writing signed on behalf of such waiving Party.  The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise by any Party of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement.
 
Section 6.6   Notices.   All notices and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications must be sent to the respective Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.6 ):
 
If to Royal Gold, to:
 
Royal Gold, Inc.
1660 Wynkoop Street,
Denver, CO  80202
Attention:  General Counsel
Facsimile:  (303) 595-9385
     
with a copy (which will
not constitute notice to
Royal Gold) to:
 
Hogan Lovells US LLP
One Tabor Center
1200 17 th St., Suite 1500
Denver, CO 80202
Attention:  Paul Hilton
Facsimile: (303) 899-7333
     
With a copy (which shall
not constitute notice to
Royal Gold or the
Stockholders, to:
 
Contango Ore, Inc.
3700 Buffalo Speedway, Ste. 925
Houston, TX
Attention:  Brad Juneau
Facsimile: (713) 621-7329
     
If to the Stockholders:
 
To the address set forth below such Stockholder’s name on the signature page
 
 
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with a copy (which will
not constitute notice to the
Stockholders) to:
 
Morgan, Lewis & Bockius LLP
300 South Grand Avenue, 22 nd Floor
Los Angeles, CA  90071
Attention: Richard A. Shortz
Facsimile: (213) 612-2501
 
or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.
 
Section 6.7   Counterparts.   This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the Parties and delivered to the other Parties (including by facsimile or e-mail of a PDF document), it being understood that all Parties need not sign the same counterpart.
 
Section 6.8   Entire Agreement; Third Party Beneficiaries. This Agreement (including the Schedules hereto and, to the extent referred to in this Agreement, the Master Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof and (b) is not intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the Parties hereto and their respective successors and assigns.
 
Section 6.9   Severability.   If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, so long as the economic and legal substance of the transactions contemplated hereby, taken as a whole, are not affected in a manner materially adverse to any Party hereto.  Upon any such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties as closely as possible and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible.
 
Section 6.10   Assignment.   Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any such assignment without such consent shall be null and void; provided, however, t hat prior to the Closing, Royal Gold may, without the prior written consent of any Stockholder, assign all or any portion of its rights under this Agreement one or more of its direct or indirect wholly-owned subsidiaries .  No assignment shall relive the assigning party of any of its obligations or liability hereunder.  Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
 
Section 6.11   Headings; Interpretation.   The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.  “Include,” “includes,” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any Contract, instrument or Law defined or referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.  This Agreement is the product of negotiations by the Parties having the assistance of counsel and other advisers.  It is the intention of the Parties that this Agreement not be construed more strictly with regard to one Party than with regard to the others.
 
 
10

 
 
Section 6.12   Governing Law.   This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.
 
Section 6.13   Enforcement; Exclusive Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity.  Each Party agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.  In addition, each of the Parties hereto (a) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction is vested in the federal courts, any federal court located in the State of Delaware and (d) consents to service of process being made through the notice procedures set forth in Section 6.6.
 
 
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Section 6.14   WAIVER OF JURY TRIAL.   EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.14 .
 
Section 6.15   Capacity as a Stockholder.   The Stockholders make their agreements and understandings herein solely in their capacities as record holders and Beneficial Owners of the Covered Company Shares and, notwithstanding anything to the contrary herein, nothing herein shall limit or affect any actions taken by any Stockholder or a Representative of any Stockholder solely in his or her capacity as a director or officer of the Company.
 

 

 
[SIGNATURE PAGE FOLLOWS]
 
 
12

 
 
IN WITNESS WHEREOF, Royal Gold and each Stockholder have duly executed this Agreement, all as of the date first written above.
 
 
ROYAL GOLD, INC.
 
     
     
 
By:
/s/ Tony A. Jensen
 
  Name: Tony A. Jensen
  Title:   President and Chief Executive Officer
 
 
[Signature Page to Voting Agreement]
 
 

 
 
  JOHN B. JUNEAU  
       
    /s/ John B. Juneau  
     
  Address:  c/o Juneau Exploration, L.P. 
    3700 Buffalo Speedway, Suite 925 
    Houston, TX 77098 
 
 
 
JUNEAU EXPLORATION, L.P.
 
     
     
 
By:
/s/ John B. Juneau
 
  Name: John B. Juneau
  Title:   President
  Address:  3700 Buffalo Speedway, Suite 925 
    Houston, TX 77098 
   
Attention: Brad Juneau

 
 

 
 
 
HEXAGON, LLC
 
     
     
 
By:
/s/ Brian Fleischmann  
 
  Name: Brian Fleischmann
  Title:   Executive Vice President
  Address:  730 17th Street
    Denver, Colorado 80202
   
Attention: Conway J. Schatz

 
 
LABYRINTH ENTERPRISES, LLC
 
     
     
 
By:
/s/ Brian Fleischmann  
 
  Name:  Brian Fleischmann  
  Title:   Executive Vice President
  Address:  730 17th Street
    Denver, Colorado 80202
   
Attention: Conway J. Schatz

 
 
DAKOTA VENTURES I, LLC
 
     
     
 
By:
/s/ Conway J. Schatz
 
  Name: Conway J. Schatz
  Title:   Managing Member
  Address:  9716 Sunset Hill Circle
    Lone Tree, Colorado 80124
   
Attention: Conway J. Schatz
 
 
 

 
 
  HENRY H. GORDON  
       
 
/s/ Henry H. Gordon
 
     
  Address:  800 18th Street, Suite 200
    Denver, CO 80202
 
 
STRATA RESOURCES, INC.
 
     
     
 
By:
/s/ Henry H. Gordon
 
  Name: Henry H. Gordon
  Title:   President
  Address:  800 18th Street, Suite 200
    Denver, CO 80202
   
Attention: Henry H. Gordon

 
 
KELCLAY, INC.
 
     
     
 
By:
/s/ Henry H. Gordon
 
  Name: Henry H. Gordon
  Title:   President
  Address:  800 18th Street, Suite 200
    Denver, CO 80202
   
Attention: Henry H. Gordon
 
 
 

 
 
 
ESTATE OF KENNETH R. PEAK
 
     
     
 
By:
/s/ Donna Peak
 
  Name: Donna Peak
  Title:   Co-Executor
  Address:  2 Longfellow Lane
    Houston, Texas 77005
 
 
 

 
 
 
WILLIAM D. ARMSTRONG
 
       
 
/s/ William D. Armstrong
 
     
  Address:  c/o Armstrong Oil & Gas
    1421 Blake Street
    Englewood, Colorado 80113 
   
Attention: Bill Armstrong
 
 
 
EDGAR KERR
 
       
 
/s/ Edgar Kerr
 
     
  Address:  6750 Lemon Gulch Drive
   
Castle Rock, Colorado 80108
 
 
 
JESSE SOMMER
 
       
 
/s/ Jesse Sommer
 
     
  Address:  P.O. Box 585
    Frisco, Colorado 80443
 
 
 
COLBY VANDENBURG
 
       
 
/s/ Colby Vandenburg
 
     
  Address:  6 Bald Eagle
    Littleton, Colorado 80127
 
 
 
EDWARD Y. TENG
 
       
 
/s/ Edward Y. Teng
 
     
  Address:  P.O. Box 8349
    Denver, Colorado 80201
 
 
 

 
 
SCHEDULE I
 
EXISTING SHARES
 
[attached]
 
 
 

 
 
Schedule I
 
Stockholder Name
Number of Shares of Common Stock of
Contango ORE, Inc.
John B. Juneau
37,698
Juneau Exploration, L.P.
41,667
Total:
79,365
 
 
 

 
 
Schedule I
 
Stockholder Name
Number of Shares of Common Stock of
Contango ORE, Inc.
Hexagon, LLC
250,000
Labyrinth Enterprises, LLC
41,667
Dakota Ventures I, LLC
4,167
Total:
295,834

 
 

 
 
Schedule I
 
Stockholder Name
Number of Shares of Common Stock of
Contango ORE, Inc.
Henry H. Gordon
141,667
Strata Resources, Inc.
83,333
Kelclay, Inc.
50,000
Total:
275,000

 
 

 
 
Schedule I
 
Stockholder Name
Number of Shares of Common Stock of
Contango ORE, Inc.
Estate of Kenneth R. Peak
739,783
Total:
739,783

 
 

 
 
Schedule I
 
Stockholder Name
Number of Shares of Common Stock of
Contango ORE, Inc.
William D. Armstrong
105,000
Edgar Kerr
8,500
Jesse V. Sommer
8,500
Colby Vandenburg
2,000
Edward Y. Teng
1,000
Total:
125,000