As filed with the Securities and Exchange Commission on October 16, 1997
Registration No. 333-18943
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROYAL GOLD, INC.
(Exact name of registrant as specified in its charter)
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Delaware 84-0835164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1660 WYNKOOP STREET, SUITE 1000
DENVER, COLORADO 80202
(303) 573-1660
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PETER B. BABIN, PRESIDENT
1660 WYNKOOP STREET, SUITE 1000
DENVER, COLORADO 80202
(303) 573-1660
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
PAUL HILTON, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 892-9400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement of the earlier effective registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------------
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
1 Form of Sales Agency Agreement
5 Legal Opinion of Davis, Graham & Stubbs, LLP
23.1 Consent of Williams, Richey & Co.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand, L.L.P.
23.4 Consent of Davis, Graham & Stubbs, LLP (included in Exhibit 5)
S-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 333-18943 to be
signed on its behalf by the undersigned, thereunto duly authorized, in Denver,
Colorado, effective as of October 10, 1997.
ROYAL GOLD, INC.
By: /s/ Stanley Dempsey
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Stanley Dempsey
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons, in
the capacities indicated, effective October 10, 1997.
SIGNATURE TITLE
/s/ STANLEY DEMPSEY
- ---------------------------------- Chairman and Chief Executive Officer
Stanley Dempsey
THOMAS A. LOUCKS* Executive Vice President and Treasurer
- ---------------------------------- (principal financial and principal
Thomas A. Loucks accounting officer)
JOHN W. GOTH* Director
- ----------------------------------
John W. Goth
PIERRE GOUSSELAND* Director
- ----------------------------------
Pierre Gousseland
S. ODEN HOWELL, JR.* Director
- ----------------------------------
S. Oden Howell, Jr.
MERRITT E. MARCUS* Director
- ----------------------------------
Merritt E. Marcus
EDWIN W. PEIKER, JR*. Director
- ----------------------------------
Edwin W. Peiker, Jr.
JAMES W. STUCKERT* Director
- ----------------------------------
James W. Stuckert
*By: /s/ STANLEY DEMPSEY
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Stanley Dempsey, Attorney-in-Fact
S-2
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
1 Form of Sales Agency Agreement
5 Legal Opinion of Davis, Graham & Stubbs, LLP
23.1 Consent of Williams, Richey & Co.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Davis, Graham & Stubbs, LLP (included in
Exhibit 5)
S-3
Exhibit 1
ROYAL GOLD, INC.
Common Stock
Par Value $.01 per share
SALES AGENCY AGREEMENT
October __, 1997
Whalen, Beliveau & Associates Inc.
Suite 3210, 666 Burrard Street
Vancouver, B.C. V6C 2X8
Canada
Gentlemen:
Royal Gold, Inc., a Delaware corporation (the "Company"), confirms its
agreement with Whalen, Beliveau & Associates Inc. (the "Agent"), as follows:
SECTION 1. The Offering. The Company proposes to issue and sell through the
Agent, as exclusive sales agent, up to 800,000 shares (the "Maximum Amount") of
common stock, par value $.01 per share (the "Stock"), at a purchase price of not
less than US$8.25 per share to an institutional purchaser identified in writing
to the Company by the Agent on the terms set forth in Section 4 hereof (the
"Offering"). The Offering will be effected as a private placement in Ontario.
SECTION 2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Agent that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and the rules and regulations ("Rules and
Regulations") of the Securities and Exchange Commission (the "Commission"). A
registration statement on Form S-3 (Registration No 333-18943) with respect to,
among other securities, the Stock, including a form of prospectus, has been
prepared by the Company in conformity with the requirements of the Act and the
Rules and Regulations thereunder and filed with the Commission and has become
effective. Such registration statement and prospectus may have been amended or
supplemented prior to the date of this Agreement. Any such amendment or
supplement was so prepared and filed, and any such amendment or supplement filed
after the effective date of such registration statement has become effective. No
stop order suspending the effectiveness of the registration statement has been
issued, and no proceeding for that purpose has been instituted or threatened by
the Commission. Copies of such registration statement and prospectus, any such
amendment or supplement relating to the Stock and all documents incorporated by
reference therein that were filed with the Commission on
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or prior to the date of this Agreement have been delivered to the Agent. Such
registration statement, as it may have heretofore been amended, is referred to
herein as the "Registration Statement," and the final form of prospectus
included in the Registration Statement, as amended or supplemented from time to
time, is referred to herein as the "Prospectus". Any reference herein to the
Registration Statement, the Prospectus, or any amendment or supplement thereto
shall be deemed to refer to and include the documents incorporated (or deemed to
be incorporated) by reference therein, and any reference herein to the terms
"amend", amendment" or "supplement" with respect to the Registration Statement
or Prospectus shall be deemed to refer to and include the filing of any document
with the Commission deemed to be incorporated by reference therein.
(b) Each part of the Registration Statement, when such part became or
becomes effective, and the Prospectus and any amendment or supplement thereto,
on the date of filing thereof with the Commission and at the Closing Date (as
hereinafter defined), conforms in all material respects with the requirements of
the Act and the Rules and Regulations; each part of the Registration Statement,
when such part became effective, did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and the Prospectus and
any amendment or supplement thereto, on the date of filing thereof with the
Commission and at each Closing Date, did not include an untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; except that the foregoing shall not apply to statements in or
omissions from any such document in reliance upon, and in conformity with,
written information furnished to the Company by or on behalf of the Agent,
specifically for use in the Registration Statement, the Prospectus or any
amendment or supplement thereto.
(c) The documents incorporated by reference in the Registration Statement
or the Prospectus, or any amendment or supplement thereto, when they became
effective under the Act or were filed with the Commission under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), as the case may be, conformed
in all material respects with the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder.
(d) The financial statements of the Company and its subsidiaries, together
with the related notes and schedules, set forth or incorporated by reference in
the Registration Statement and Prospectus fairly present the financial condition
and the results of operations and cash flows of the Company and its subsidiaries
as of the dates indicated or for the periods therein specified and were prepared
in conformity with generally accepted accounting principles consistently applied
throughout the periods involved (except as otherwise stated therein).
(e) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware with power
and authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and Prospectus; and the
Company is duly qualified as a foreign corporation to transact business and is
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in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify and be in good standing would
not have a material adverse effect on the condition, financial or otherwise, or
the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.
(f) The outstanding shares of capital stock of the Company and the Stock
have been duly authorized and are, or when issued as contemplated hereby will
be, validly issued, fully paid and nonassessable and conform, or when so issued
will conform, to the description thereof in the Prospectus. The stockholders of
the Company have no preemptive rights with respect to the Stock.
(g) Except as contemplated in the Prospectus, subsequent to the respective
dates as of which information is given in the Registration Statement and the
Prospectus, neither the Company nor any of its Subsidiaries has incurred any
liabilities or obligations, direct or contingent, or entered into any
transactions, not in the ordinary course of business, that are material to the
Company and its Subsidiaries considered as a whole, and there has not been any
material change in the capital stock, short-term debt or long-term debt of the
Company and its Subsidiaries, or any material change, or any development
involving a prospective material change, in the condition, financial or
otherwise, or the earnings, business affairs or business prospects of the
Company and its Subsidiaries considered as one enterprise.
(h) There are no contracts or documents of the Company or any of its
Subsidiaries that are required to be filed as exhibits to the Registration
Statement or to any of the documents incorporated by reference therein by the
Act or the Exchange Act or by the rules and regulations of the Commission
thereunder that have not been so filed.
(i) All necessary action has been duly and validly taken by the Company to
authorize the execution, delivery and performance of this Agreement. This
Agreement has been duly and validly authorized, executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles.
3. Representations and Warranties of the Agent. The Agent represents and
warrants to, and agrees with the Company that:
(a) All necessary action has been duly and validly taken by the Agent to
authorize the execution, delivery and performance of this Agreement. This
Agreement has been duly and validly authorized, executed and delivered by the
Agent and constitutes the legal, valid and binding obligation of the Agent,
enforceable against the Agent in accordance with its terms, except as the
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enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles.
(b) Agent has all required licenses and qualifications that may be
required in connection with the performance of its duties hereunder, including
any qualification to act as broker in connection with the offer and sale of the
Stock in the jurisdictions in which such activities occurred, and has complied
with all rules and regulations applicable to brokers and dealers in securities
as required by applicable authorities in connection with this transaction.
(c) In its activities hereunder, Agent has made no representations or
warranties regarding the Company, and has entered into no undertakings on behalf
of the Company, other than those set forth in the Prospectus and Registration
Statement, as amended or supplemented through the Closing Date, and has
delivered no materials regarding the Company other than the Prospectus and
Registration Statement, as amended or supplemented through the Closing Date.
(d) Agent agrees that in carrying out the transactions contemplated by
this Agreement, it has observed and will observe and comply with all applicable
securities laws, regulations, rules and ordinances in any jurisdiction in which
the Stock may be offered, sold or delivered, provided, however, that except as
specifically provided herein, the Agent assumes no responsibility for the
accuracy or completeness of information contained in the Prospectus or
Registration Statement.
SECTION 4. Sale and Delivery of Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell
exclusively through the Agent, and the Agent agrees to sell, as sales agent for
the Company, on a best efforts basis, up to the Maximum Amount of Stock pursuant
to the Offering on the terms set forth herein.
The compensation to the Agent for sales of Stock shall be 6% of the gross
sales price per share of Stock sold pursuant to the Offering.
Settlement for sale of Stock will occur on the third business day (the
"Closing Date") following the date on which such sale is made. The amount of
proceeds for such sales to be delivered to the Company against the receipt of
the Stock sold shall be equal to the aggregate sales prices at which such Stock
was sold, net of the Agent's compensation for such sales.
At the time of the settlement of securities hereunder, the Company and the
Agent shall be deemed to have affirmed each representation, warranty, covenant
and other agreement contained in this Agreement. The Company covenants and
agrees with the Agent that the Company has or will timely file a prospectus
supplement under the applicable paragraph of Rule 424(b) under the Act,
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which prospectus supplement will set forth the number of shares of Stock sold
through the Agent, the price at which the Stock was sold, the net proceeds to
the Company and the compensation payable by the Company to the Agent with
respect to sale of the Stock (all as provided in writing by the Agent for
inclusion in the prospectus supplement). Any obligation of the Agent to use its
best efforts to sell the Stock shall be subject to the continuing accuracy of
the representations and warranties of the Company herein, to the performance by
the Company of its obligations hereunder and to the continuing satisfaction of
the additional conditions specified in Section 6 of this Agreement.
SECTION 5. Covenants of the Company. The Company covenants and agrees with
the Agent that:
(a) The Company, whether or not the transactions contemplated hereunder
are consummated or this Agreement is terminated, will pay all of its, but not
the Agent's, expenses incident to the performance of its obligations hereunder
(including, but not limited to, any transaction fees imposed by any governmental
or self-regulatory organization with respect to transactions contemplated by
this Agreement), and will pay the expenses of producing all documents relating
to the offering.
(b) The Company will, at any time during the term of this Agreement, as
supplemented from time to time, advise the Agent immediately after it shall have
received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any representation made herein.
(c) The Company shall within five business days of the Closing Date file an
application for, and shall use its best efforts to obtain an order under Section
74 of the Ontario Securities Act from the Ontario Securities Commission
permitting resale of the Stock in the United States on the Nasdaq National
Market System, or such other exchange on which the Company's common stock may
then be listed for trading.
SECTION 6. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless the Agent and each
person, if any, who controls the Agent within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto), or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact
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contained in the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the written consent
of the Company; and
(iii) against any and all expense whatsoever, as incurred
(including, subject to the limitations set forth in Section 6(c) hereof, the
fees and disbursements of counsel for the Agent), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above; provided, however, that
this indemnity agreement shall not apply to any loss, liability, claim, damage
or expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the Agent expressly for use
in the Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto).
(b) The Agent agrees to indemnify and hold harmless the Company and each
officer or director of the Company, and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to (i) untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or
any amendments thereto) or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by the Agent expressly for use in the Registration Statement (or
any amendment thereto) or such Prospectus (or any amendment or supplement
thereto) and (ii) any breach of the representations and warranties contained in
Section 3 hereof.
(c) Any indemnified party that proposes to assert the right to be
indemnified under this Section 6 will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim is to
be made against an indemnifying party or parties under this Section 6, notify
each such indemnifying party of the commencement of such action, enclosing a
copy of all papers served, but the omission so to notify such indemnifying party
will not relieve it from (i) any liability that it might have to any indemnified
party otherwise than under this Section 6 and (ii) any liability that it may
have to any indemnified party under the foregoing provision of this Section 6
unless, and only to the extent that, such omission prejudices the indemnifying
party. If any such
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action is brought against any indemnified party and it notifies the indemnifying
party of its commencement, the indemnifying party will be entitled to
participate in and, to the extent that it elects by delivering written notice to
the indemnified party within 10 business days after receiving notice of the
commencement of the action from the indemnified party, jointly with any other
indemnifying party similarly notified, to assume the defense of the action, with
counsel reasonably satisfactory to the indemnified party, and after notice from
the indemnifying party to the indemnified party of its election to assume the
defense, the indemnifying party will not be liable to the indemnified party for
any legal or other expenses except as provided below and except for the
reasonable costs of investigation subsequently incurred by the indemnified party
in connection with the defense, to the extent such investigation is specifically
requested by the indemnifying party. The indemnified party will have the right
to employ its own counsel in any such action, but the fees, expenses and other
charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in
addition to those available to the indemnifying party, (3) a conflict or
potential conflict exists (based on advice of counsel to the indemnified party)
between the indemnified party and the indemnifying party (in which case the
indemnifying party will not have the right to direct the defense of such action
on behalf of the indemnified party) or (4) the indemnifying party has not in
fact employed counsel to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of one counsel will
be at the expense of the indemnifying party or parties. It is understood that
the indemnifying party or parties shall not, in connection with any proceeding
or related proceedings, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges
will be reimbursed by the indemnifying party promptly as they are incurred. An
indemnifying party will not be liable for any settlement of any action or claim
effected without its written consent (which consent will not be unreasonably
withheld).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 6 is applicable in accordance with its terms but for
any reason is held to be unavailable from the Company or the Agent, the Company
and the Agent will contribute to the total losses, claims, liabilities, expenses
and damages (including any investigative, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution
received from persons other than the parties hereto, who also may be liable for
contribution) to which the Company and the Agent may be subject in such
proportion as shall be appropriate to reflect the relative benefits received by
the Company on the one hand and the Agent on the other. The relative benefits
received by the Company on the one hand and the Agent on the other hand shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company bear to the total
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compensation (before deducting expenses) received by the Agent from the sale of
Stock on behalf of the Company. If, but only if, the allocation provided by the
foregoing sentence is not permitted by applicable law, the allocation of
contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the
relative fault of the Company, on the one hand, and the Agent, on the other,
with respect to the statements, misrepresentations or omission which resulted in
such loss, claim, liability, expense or damage, or action in respect thereof, as
well as any other relevant equitable considerations with respect to such
offering. Such relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Agent, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Agent agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, liability, expense or
damage, or action in respect thereof, referred to above in this Section 6(d)
shall be deemed to include, for the purpose of this Section 6(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provision of this Section 6(d), the Agent shall not be required to contribute
any amount in excess of the amount by which the total actual sales price at
which Stock sold by the Agent exceeds the amount of any damages that the Agent
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and no person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6(d), any person who
controls a party to this Agreement within the meaning of the Act will have the
same rights to contribution as that party, subject in each case to the
provisions hereof. Any party entitled to contribution, promptly after receipt of
notice of commencement of any action against such party in respect of which a
claim for contribution may be made under this Section 6(d), will notify any such
party or parties from whom contribution may be sought, but the omission so to
notify will not relieve that party or parties from whom contribution may be
sought from any other obligation it or they may have under this Section 6(d),
except to the extent the party is prejudiced by the omission to so notify. No
party will be liable for contribution with respect to any action or claim
settled without its written consent (which consent will not be unreasonably
withheld).
SECTION 7. Representations and Agreements to Survive Delivery. All
representations, warranties and agreements of the Company and the Agent herein
or in certificates delivered pursuant hereto, and the agreements of the Company
and the Agent contained in Section 6 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Agent or any controlling persons, or the Company (or any of their officers,
directors or controlling persons), and shall survive delivery of and payment for
the Stock.
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SECTION 8. Termination.
(a) The Agent may terminate its obligations under this Agreement and the
obligations of any potential purchaser of Stock through the Agent by giving
written notice to the Company as hereafter specified at any time prior to any
Closing Date if:
(i) any adverse material change in the affairs of the Company
occurs or is announced by the Company;
(ii) there should develop, occur or come into effect any catastrophe
of national or international consequence or accident, governmental law or
regulation or other occurrence of any nature which, in the opinion of the Agent,
would materially adversely affect the state of securities markets generally or
the market for the Company's securities specifically, or would materially
adversely affect the financial markets or the business of the Company or any of
the subsidiaries of the Company or the ability of the Agent to perform its
obligations under this Agreement, or a potential purchaser's decision to
purchase Stock;
(iii) any order to cease or suspend trading in the securities of the
Company, or an order to cease or suspend trading by a director, officer or
promoter of the Company, or any one of them, is issued by any competent
regulatory authority;
(iv) the Company is in breach of any term of this Agreement;
(v) the Agent determines that any of the representations or
warranties made by the Company in this Agreement are false or have become false;
or
(vi) an inquiry or investigation (whether formal or informal) in
relation to the Company, or the Company's directors, officers or promoters, is
commenced or threatened by an officer or official of any competent authority.
(b) The Company shall have the right by giving written notice to the Agent
as hereinafter specified, to terminate this Agreement in its sole discretion on
the date occurring sixty (60) days after the date of this Agreement and every
sixty (60) days thereafter.
(c) Any termination of this Agreement shall be effective on the date
specified in such notice of termination; provided that such termination shall
not be effective until the close of business on the date of receipt of such
notice by the Agent or the Company, as the case may be. Any termination of this
Agreement shall be without liability of any party to the other party except that
the provisions of Section 5(a), Section 6 and Section 7 hereof shall at all
times be effective.
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SECTION 9. Notices. All notices or communications hereunder shall be in
writing and if sent to the Agent shall be mailed, delivered, telexed or
telecopied and confirmed to the Agent at Suite 3210, 666 Burrard Street,
Vancouver, B.C. V6C 2X8, Canada (telecopy number 604-683-8891), or if sent to
the Company, shall be mailed, delivered, telexed or telecopied and confirmed to
the Company at 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202 (telecopy
number 303-595-9385), Attention: Peter B. Babin, President. Each party to this
Agreement may change such address for notices by sending to the parties to this
Agreement written notice of a new address for such purpose.
SECTION 10. Parties. This Agreement shall inure to the benefit of and be
binding upon the Company and the Agent and their respective successors and the
controlling persons, officers and directors referred to in Section 5 hereof, and
no other person will have any right or obligation hereunder.
SECTION 11. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all other prior and contemporaneous agreements and
undertakings, both written and oral, among the parties hereto with regard to the
subject matter hereof.
SECTION 12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF COLORADO
WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAWS PRINCIPLES
THEREOF.
SECTION 13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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If the foregoing correctly sets forth the understanding between the
Company and the Agent, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement between the
Company and the Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Agent may be evidenced by an
exchange of telegraphic or other written communications.
Very truly yours,
ROYAL GOLD, INC.
By:
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Title:
-------------------------------
ACCEPTED as of the date
first above written
WHALEN, BELIVEAU & ASSOCIATES INC.
By:
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Title:
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11
Exhibit 5
October 15, 1997
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, CO 80202
Re: Sales of Shares of Common Stock Pursuant to
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Royal Gold, Inc. (the "Company") in connection
with the offer and sale by the Company of 800,000 shares of Common Stock (the
"Shares") pursuant to a Prospectus Supplement dated October 16, 1997 to
Prospectus dated January 27, 1997, forming a part of Registration Statement No.
333-18943 on Form S-3 of the Company (the "Registration Statement"), filed with
the Securities and Exchange Commission and declared effective on January 27,
1997. In such connection we have examined certain corporate records and
proceedings of the Company, including actions taken by the Company's Board of
Directors in respect of the authorization and issuance of the Shares, and such
other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance and sale as contemplated by the Registration
Statement, will be legally issued, fully paid and non-assessable shares of
capital stock of the Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
/s/ Davis Graham & Stubbs, LLP
DAVIS, GRAHAM & STUBBS, LLP
Exhibit 23.1
Williams, Richey & Co., P.C.
A Professional Corporation
Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
ROYAL GOLD, INC. AND SUBSIDIARIES
We hereby consent to use and the inclusion of our report dated August 28, 1995,
in the Prospectus which is part of this Registration Statement and to the
reference to us under the heading "Experts" in such prospectus.
/s/ Williams, Richey & Co.
Denver, Colorado
December 23, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Royal Gold, Inc. on Form S-3 of our report, dated August 26, 1996, on our
audit of the consolidated financial statements of Royal Gold, Inc. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Denver, Colorado
December 23, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporationvgy reference in the Registration Statement
of Royal Gold, Inc. on Form S-3 of our report, dated September 11, 1997, on our
audits of the consolidated financial statements of Royal Gold, Inc. as of June
30, 1997 and 1996, and for the years ended June 30, 1997 and 1996, which report
is included in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Denver, Colorado
October 8, 1997
