DENVER, April 18 /CNW/ -- ROYAL GOLD, INC. (Nasdaq: RGLD; Toronto: RGL)
("Royal Gold") and Battle Mountain Gold Exploration Corp. (OTC Bulletin Board:
BMGX) ("Battle Mountain") announced today that they have signed a definitive
merger agreement under which Royal Gold will acquire 100% of the fully diluted
shares of Battle Mountain in an all-stock merger transaction. The merger
agreement was unanimously approved by both companies' boards of directors.
This transaction was initially discussed in Royal Gold's March 5, 2007, press
The consideration payable to Battle Mountain shareholders will depend on
the average trading price of Royal Gold's common stock preceding the closing,
and ranges from 1,634,410 Royal Gold shares, if the Company's stock price is
at $29.00 or below, to 1,570,507 Royal Gold shares, if the Company's stock
price is at $30.18 or above. A proportional adjustment will be made between
these two trading prices. On a per share basis, Royal Gold will pay Battle
Mountain shareholders between 0.0172 and 0.0179 shares of Royal Gold's common
stock. This consideration is also subject to a potential holdback of
approximately 50,000 Royal Gold shares, or approximately 0.0006 Royal Gold
shares on a per share basis, for contingent liabilities.
Royal Gold has obtained agreements from Mark Kucher, Chairman of Battle
Mountain, and IAMGOLD Corporation providing that each will vote its respective
shares in favor of the merger transaction. These agreements represent
approximately 39.9% of the outstanding shares of Battle Mountain.
The closing of this transaction is subject to Battle Mountain shareholder
approval, satisfactory completion of due diligence, receipt of any regulatory
approvals, and satisfaction of customary conditions.
Battle Mountain is a precious metals royalty company with a portfolio
consisting of royalties on 12 properties located mainly in the Americas. Their
principal assets include a 3.25% net smelter return ("NSR") royalty on gold
production and a 2.0% NSR royalty on silver production from the Dolores
project in Mexico, which is under development by Minefinders Corporation Ltd.
Battle Mountain has disclosed that their royalty properties contain
approximately 4.8 million ounces of gold reserves and 136 million ounces of
Royal Gold is a precious metals royalty company engaging in the
acquisition and management of precious metal royalty interests. Royal Gold is
publicly-traded on the NASDAQ Global Select Market under the symbol "RGLD,"
and on the Toronto Stock Exchange under the symbol "RGL." The Company's web
page is located at www.royalgold.com.
Cautionary "Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995: With the exception of historical matters, the
matters discussed in this press release include forward-looking statements
that involve risks and uncertainties that could cause actual results to differ
materially from projections or estimates contained herein. Such forward-
looking statements include statements regarding reserve estimates and the
anticipated closing of the merger transaction. The principal assets of Battle
Mountain include royalty interests on a project not yet in production. Like
any royalty acquisition involving royalties on a non-producing project, the
royalty interest that will be acquired in the merger transaction is subject to
certain risks, such as the ability of the operator to bring the project into
production and operate in accordance with the feasibility study and the
ability of Royal Gold to make accurate assumptions regarding valuation and
timing and amount of royalty payments. In addition, the various royalty
interests that will be acquired in the merger transaction are subject to risks
associated with conducting business in a foreign country, including
application of foreign laws to contract and other disputes, foreign
environmental laws and enforcement and uncertain political and economic
environments. Factors that could cause actual results to differ materially
from forward looking statement include, among others, timing and benefits of
the consummation of the merger transaction, the satisfactory completion of due
diligence on Battle Mountain, precious metals prices, decisions and activities
of the operator of the property, unanticipated grade, geological,
metallurgical, processing or other problems the operator may encounter,
changes in project parameters as plans continue to be refined, economic and
market conditions, as well as other factors described in Royal Gold's Annual
Report on Form 10-K, Battle Mountain's Annual Report on Form 10-KSB, and other
of the companies' filings with the Securities and Exchange Commission ("SEC").
Most of these factors are beyond Royal Gold's ability to predict or control.
Royal Gold disclaims any obligation to update any forward-looking statement
made herein. Readers are cautioned not to put undue reliance on forward-
NOTE: This press release is not an offer to sell securities or the
solicitation of an offer to buy securities. In connection with the proposed
merger, Royal Gold intends to file a registration statement on Form S-4,
including a prospectus of Royal Gold, as well as other materials with the SEC.
Investors are urged to read the registration statement, including the
prospectus (and all amendments and supplements to it) and other materials when
they become available because they contain important information. Investors
will be able to obtain free copies of the registration statement and the
prospectus, when they become available, as well as other filings containing
information about Royal Gold and Battle Mountain, without charge, at the SEC's
web site (www.sec.gov). Copies of Royal Gold's filings may also be obtained
without charge from Royal Gold at its web site (www.royalgold.com) or by
directing a request to Royal Gold Inc., Attn.: Secretary, 1660 Wynkoop Street,
Suite 1000, Denver, Colorado 80202.
For further information:
For further information: Karen Gross, Vice President and Corporate
Secretary of Royal Gold, Inc., +1-303-573-1660 Web Site: