DENVER, Aug. 9 /CNW/ -- ROYAL GOLD, INC. (Nasdaq: RGLD; TSX: RGL) ("Royal
Gold"), the world's leading precious metals royalty company, today announced
that it has filed a registration statement on Form S-4 with the Securities and
Exchange Commission relating to the merger transaction with Battle Mountain
Gold Exploration Corp. ("Battle Mountain"). As announced in the Company's
July 31, 2007 press release, Royal Gold has agreed to acquire 100% of the
fully diluted shares of Battle Mountain. Battle Mountain shareholders may
elect to receive either cash consideration of $0.55 per Battle Mountain share
or from 0.0172 to 0.0179 shares of Royal Gold common stock per Battle Mountain
share, in each case assuming there are 91,563,506 Battle Mountain shares
outstanding at closing.
The consideration payable to Battle Mountain's shareholders is subject to
a potential reduction or holdback for certain contingent liabilities.
Completion of the merger, which was unanimously approved by both companies'
Boards of Directors, is subject to various closing conditions including Battle
Mountain shareholder approval.
Battle Mountain is a precious metals royalty company with a portfolio
consisting of royalties on 13 properties located mainly in the Americas. Its
principal assets include a 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.
Minefinders expects commercial production to begin in the early part of
calendar 2008. Battle Mountain has disclosed that their royalty properties
contain approximately 4.8 million ounces of gold reserves and 136 million
ounces of silver reserves.
Royal Gold is 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 http://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 matters regarding the
merger transaction with Battle Mountain. 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-looking statements.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT: A
registration statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. Investors are urged to read the registration statement, including
the prospectus (and all amendments and supplements to it) and other materials
because they contain important information. Investors can obtain free copies
of the registration statement and the prospectus, as well as other filings
containing information about Royal Gold and Battle Mountain, without charge,
at the SEC's web site (http://www.sec.gov). Copies of Royal Gold's filings,
including a written prospectus for the offering meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, when it becomes
available, may also be obtained without charge from Royal Gold at its web site
(http://www.royalgold.com) or by directing a request to Royal Gold Inc.,
Attn.: Karen Gross, Secretary, 1660 Wynkoop Street, Suite 1000, Denver,
For further information:
For further information: Karen Gross, Vice President and Corporate
Secretary of Royal Gold, Inc., (303) 573-1660, Web Site: