Washington, D.C. 20549
(Amendment No. 2)
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 21077F 10 0
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Donald Gillen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
PF
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
122,451
(1)
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9
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SOLE DISPOSITIVE POWER
63,241
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10
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SHARED DISPOSITIVE POWER
59,210
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,451
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
(3)
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14
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TYPE OF REPORTING PERSON
IN
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1
Includes (i) 63,241 shares of common stock held
by Donald Gillen and (ii) 59,210 shares of common stock held by General Resources Inc., which Donald Gillen is the principal shareholder.
2
Includes 59,210 shares of common stock held by
General Resources Inc., which Donald Gillen is the principal shareholder.
3
Based on 6,127,784 shares of common stock of the
Issuer outstanding as of March 31, 2018, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q filed on
May 10, 2018.
1
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NAME OF REPORTING PERSON
General Resources Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
59,210
(4)
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9
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SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
59,210
(4)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,210
(4)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.97%
(3)
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14
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TYPE OF REPORTING PERSON
CO
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4
Includes approximately 25,375 shares of common
stock previously held by Kinderock Resources Ltd., which was merged with and into General Resources Inc. on June 1, 2014.
Item 1. Security and Issuer
This Amendment No.
2 to Schedule 13D (this “
Amendment No. 2
”) is filed by and on behalf of the Reporting Persons to amend
the Schedule 13D related to the common stock, par value $0.01 per share (the “
Common Stock
”) of Contango
Ore, Inc., a Delaware corporation (the “
Issuer
”), with its principal executive offices located at 37000
Buffalo Speedway, Suite 960, Houston, Texas 77098, previously filed by the Reporting Person with the Securities and Exchange Commission
(the “
Commission
”) on February 4, 2011, as amended and/or supplemented by Amendment No. 1 to the Schedule
13D filed on March 22, 2011 (as amended by Amendment No. 1 and Amendment No. 2, the “
Schedule 13D
”).
This Amendment No.
2 is being filed following the sale of 282,550 shares of Common Stock by Donald Gillen and 385,818 shares of Common Stock by General
Resources Inc. to Royal Gold, Inc. on June 28, 2018. Donald Gillen sold 282,550 shares of Common Stock to Royal Gold, Inc. and
General Resources Inc. sold 210,818 shares of Common Stock to Royal Gold, Inc., pursuant to a Stock Purchase Agreement dated April
5, 2018, as amended by a Side Letter, dated June 28, 2018 (together, the “
Purchase Agreement
”). Following
the sale of the shares of Common Stock, General Resources Inc. now owns 59,210 shares of Common Stock and Donald Gillen now beneficially
owns 122,451 shares of Common Stock, which includes 59,210 shares of Common Stock owned by General Resources Inc. Donald Gillen
and General Resources Inc. (together, the “
Reporting Persons
”) have agreed to sell additional shares
of Common Stock on or after September 27, 2018.
Donald Gillen is the
principal shareholder and sole director and officer of General Resources Inc.
Item 2. Identity and Background.
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(a)
|
This Amendment No. 2 is filed on behalf of the Reporting Persons. Donald Gillen is a resident of
the Province of Saskatchewan, Canada. General Resources Inc. is organized under the laws of the Province of Saskatchewan, Canada.
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(b)
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The address of the Reporting Persons is 21 Capilano Drive, Saskatoon, Saskatchewan, Canada S7K
4A4.
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(c)
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The principal occupation of Donald Gillen is businessman. General Resources Inc. is a holding company
of Donald Gillen.
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(d)
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During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding.
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(e)
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During the past five years, none of the Reporting Persons has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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(f)
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Donald Gillen is a citizen of Canada.
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Item 3. Source and Amount of Funds
or Other Consideration.
Pursuant to the Purchase Agreement, Royal
Gold, Inc. has agreed to pay in cash a purchase price of $26.00 per share of Common Stock sold by the Reporting Persons.
The shares of Common Stock that were previously
purchased by (i) Donald Gillen were purchased with personal funds and (ii) General Resources Inc. were purchased with working capital
funds.
Item 4. Purpose of Transaction.
The Reporting Persons sold shares of Common
Stock to liquidate the Common Stock owned by the Reporting Persons. None of the Reporting Persons have any plans or proposals which
relate to or would result in any of the matters listed in Items 4(a) to 4 (j) of Schedule 13D. The Reporting Persons reserve the
right to acquire additional securities of the Issuer, to dispose of such securities at any time or to formulate other purposes,
plans or proposals regarding the Issuer or any of its securities.
Item 5. Interest in Securities of
the Issuer.
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(a)
|
Donald Gillen beneficially owns an aggregate of 122,451 shares or 2.00% of the outstanding Common
Stock. General Resources Inc. beneficially owns an aggregate of 59,210 shares or 0.97% of the outstanding Common Stock.
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(b)
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After the transactions described herein, Donald Gillen has the sole power to vote and dispose of
63,241 shares of Common Stock registered in his name and controls the power to vote and dispose of 59,210 shares of Common Stock
registered in the name of General Resources Inc. General Resources Inc., which is controlled by Donald Gillen, has the power to
vote and dispose of the 59,210 shares of Common Stock registered in its name.
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(c)
|
Since the most recent filing by the Reporting Persons, (i) Donald Gillen exercised 125,000 warrants
to purchase shares of Common Stock on September 26, 2017 using a cashless exercise at a price per share of $20.24 and received
63,241 shares of Common Stock, and (ii) General Resources Inc. exercised 125,000 warrants to purchase shares of Common Stock on
September 22, 2017 using a cashless exercise at a price per share of $19.00 and received 59,210 shares of Common Stock.
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(e)
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Following the transactions described herein, Donald Gillen and General Resources Inc. have ceased
being 5% stockholders of the Issuer.
|
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Except as described below, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with respect to securities of the Issuer.
As disclosed above, Donald Gillen, General
Resources Inc. and Royal Gold, Inc. entered into a Stock Purchase Agreement, dated as of April 5, 2018, as amended by the Side
Letter, dated June 28, 2018, pursuant to which the Reporting Persons sold 668,368 shares of Common Stock to Royal Gold, Inc. on
June 28, 2018 and have agreed to sell additional shares on or after September 27, 2018.
Item 7. Material to be
Filed as Exhibits.
Exhibit
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Description
of Exhibit
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A
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Joint Filing Agreement, dated June 28, 2018, by and between Donald Gillen and General Resources Inc.
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B
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Stock Purchase Agreement, dated as of April 5, 2018, by and among Royal Gold, Inc., the Reporting Persons and Darren Gillen.
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C
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Side Letter, dated as of June 28, 2018, by and among Royal Gold, Inc., the Reporting Persons and Darren Gillen.
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SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 2 to
Schedule 13D is true, complete and correct.
Date: July 2, 2018
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/s/ Donald Gillen
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Donald Gillen
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General Resources Inc.
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By:
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/s/ Donald Gillen
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Name: Donald Gillen
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Title: President
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with
the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to jointly
prepare and file a Schedule 13D (including any future amendments thereto) reporting each of the undersigned’s ownership of
securities of Contango Ore, Inc. and further agree to the filing of this Joint Filing Agreement as an Exhibit thereto. In addition,
each party to this Agreement expressly authorizes the other party to file on its behalf any and all amendments to such Schedule
13D. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Date: June 29, 2018
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/s/ Donald Gillen
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Donald Gillen
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General Resources Inc.
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By:
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/s/ Donald Gillen
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Name: Donald Gillen
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Title: President
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EXHIBIT B
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE
AGREEMENT (this “
Agreement
”), dated as of April 5, 2018, is made among (i) Royal Gold, Inc., a Delaware
corporation (the “
Purchaser
”), (ii) Donald W. Gillen (“
Don
”), (iv) Darren Gillen (“
Darren
”)
and (v) General Resources Inc., a corporation organized and existing under the laws of the Province of Saskatchewan (“
GRI
”,
and GRI, together with Don and Darren, each, a “
Seller
” and collectively, “
Sellers
). Purchaser
and Sellers are sometimes individually referred to herein as a “
Party
” and collectively as the “
Parties
”.
WITNESSETH:
Sellers own certain
shares of common stock, par value 0.01 per share (the “
CORE Stock
”) of Contango Ore, Inc. (“
CORE
”);
Purchaser desires to
purchase the Shares from Sellers upon the terms and conditions set forth herein; and
NOW, THEREFORE, in
consideration of the premises and of the mutual representations, warranties, covenants and agreements contained in this Agreement,
and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto,
intending to be legally bound hereby, agree as follows:
DEFINITIONS; CONSTRUCTION
Definitions
.
Capitalized terms defined in this Agreement have the meanings given. In addition, the following terms have the following meanings:
“
Action
”
means any claim, litigation, judicial or administrative action, Governmental Order, suit or proceeding, mediation, arbitral action,
governmental inquiry, criminal prosecution, charge, audit or other investigation.
“
Adjustment
Event
” means (i)
a dividend or other distribution payable in securities
of CORE, cash or other property, (ii) any subdivision (by stock split, recapitalization or otherwise) of outstanding shares of
CORE Stock into a greater number of shares, (iii) any combination (by combination, reverse split or otherwise) of outstanding shares
of CORE Stock into a smaller number of shares, (iv)(a) capital reorganization of CORE, (b) reclassification of CORE Stock (other
than a change in par value or from par value to no par value or vice versa or as a result of a stock dividend or subdivision, split-up
or combination of shares), (c) consolidation or merger of CORE with or into another Person, (d) sale of all or substantially all
of CORE’s assets to another Person or (e) other similar transaction, in each case which entitles the holders of CORE Stock
to receive (either directly or upon subsequent liquidation) stock, securities or assets for or in exchange for CORE Stock or (v)
any event of the type contemplated by (i) through (iii) but not expressly provided for therein (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights with equity features).
“
Affiliate
”
of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such specified Person.
“
Business
Day
” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the city
of New York, New York.
“
Closing
”
means the First Closing or Second Closing, as applicable.
“
Consent
”
means any consent, license, approval, authorization, registration, notice, filing, waiver or exemption.
“
Control
”,
“
Controlled
” and “
Controlling
” mean, when used for any specified Person, the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise.
“
Governmental
Entity
” means any federal, state, local or foreign government, any political subdivision thereof, or any court, administrative
or regulatory agency, department, instrumentality, ministry, body, commission or other governmental authority or agency, domestic
or foreign.
“
Governmental
Order
” means any judgment, decision, decree, order, settlement, injunction, writ, stipulation, determination or award
issued by any Governmental Entity or arbitrator.
“
Laws
”
means all applicable statutes, rules, codes, regulations, restrictions, ordinances, and Governmental Orders.
“
Liens
”
mean all mortgages, liens, pledges, security interests, options, adverse rights or claims, encroachments, restrictions on transfer,
sale, voting or other interest in the Shares, rights of conversion or exchange, charges and encumbrances of any nature whatsoever.
“
Person
”
means, any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization,
other entity or Governmental Entity.
PURCHASE AND SALE OF SHARES
Purchase
and Sale of Shares
.
On
or about the following dates, each Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and acquire from each
Seller, all right, title and interest of such Seller in and to the following number of shares of CORE Stock (the “
Shares
”),
free and clear of Liens, other than Liens under applicable securities Laws:
On,
or as soon as possible after, the date hereof and following completion of the actions described in Sections 2.1(c) and 2.1(d) below,
282,550 Shares held by Don, and 14,188 Shares held by Darren, each in their respective individual capacities, and 210,818 Shares
held by GRI (the “
First Closing
”); and
On,
or as soon as possible after, September 27, 2018, 63,241 Shares held by Don, and 4,737 Shares held by Darren, each in their respective
individual capacities, and 234,210 Shares held by GRI (the “
Second Closing
”).
Subject to
the satisfaction or waiver of the conditions set forth in
Article VI
(other than conditions which by their terms are required
to be satisfied or waived at a Closing), at each Closing, Royal shall pay to each Seller a purchase price of US$26.00 (the “
Per
Share Purchase Price
”) per Share sold by such Seller in connection with such Closing. Each component of the Purchase
Price shall be paid by wire transfer of good and immediately available funds to an account(s) to be designated by Sellers not less
than two (2) Business Days prior to the First Closing.
Prior to the
First Closing, such Seller shall instruct and cause the transfer agent, or Computershare Trust Company, N.A., to reissue all the
Shares held by such Seller that are currently certificated as uncertificated Shares (i.e. Direct Registration System shares) to
be held by Computershare Trust Company, N.A. (the “
Computershare Held Shares
”);
At each Closing,
such Seller shall instruct and cause Computershare to effect the transfer of applicable Computershare Held Shares to a brokerage
account that was designated by Purchaser at least one Business Day prior to such Closing;
At each Closing,
such Seller shall instruct and cause such Seller’s brokerage firm, or RBC Direct Investing Inc., to re-register all the Shares
held with such brokerage firm (the “
Brokerage Held Shares
”) to a brokerage account that was designated by Purchaser
at least one Business Day prior to such Closing;
At each Closing,
such Seller shall deliver or cause to be delivered to Purchaser evidence of transfer of Shares to Purchaser.
Notwithstanding
the foregoing provisions of this Section 2.1, the Parties will cooperate with each other and take all necessary actions to effect
the transfer of the Shares to Purchaser at each Closing.
Price
Protection
. If, during a period two (2) years from and after the date of the First Closing, Purchaser purchases CORE Stock
from any other stockholder of CORE other than Sellers (excluding any CORE Stock purchased from CORE, whether by rights offering,
secondary offering or otherwise) for cash consideration per share that exceeds the Per Share Purchase Price, Purchaser shall,
within five (5) Business Days of such purchase, pay to each Seller an amount equal to (i) such excess,
multiplied
by (ii)
the number of Shares sold by such Seller hereunder.
Equitable
Adjustments
. If an Adjustment Event occurs prior to a Closing, the Per Share Purchase Price and, if applicable, the number
of shares of CORE Stock to be sold in such Closing, shall be equitably adjusted so as to replicate as closely as possible the
rights and economic expectation of Purchaser under this Agreement.
Withholding
.
Purchaser shall be entitled to deduct and withhold from any amount payable under this Agreement any withholding tax or other amount
as required under the United States Internal Revenue Code of 1986, as amended, (the “Code”), including 15% of the
total amount realized on the disposition as required under section 1445 of the Code, or any other applicable Law; provided that
(i) Purchaser shall timely pay or cause to be paid any such deducted or withheld amount to the appropriate Governmental Entity
and shall promptly provide the relevant Seller(s) written documentation available to Purchaser evidencing such payment. Without
limiting the forgoing, each seller hereby acknowledges that Purchaser will withhold 15% of the total amount realized under this
Agreement, as required under section 1445 of the Code. Any amounts so deducted or withheld and paid over shall be treated as having
been paid to the relevant Seller(s). The Parties shall cooperate in taking such commercially reasonable actions as may be necessary
to minimize any such withholding and/or to seek a refund from the Internal Revenue Service under section 1445(c)(1)(C) of the
Code (if so requested by the Sellers).
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Seller represents
and warrants to Purchaser as follows (provided that representations and warranties that are specific to GRI are made and given
only by GRI):
Organization
.
GRI is a corporation duly organized, validly existing and in good standing under the laws of the Province of Saskatchewan, Canada
and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as now being
conducted.
Authorization
.
Such Seller has all necessary power and authority to execute and deliver this Agreement and to perform his, her or its obligations
hereunder. With respect to GRI, the execution, delivery and performance by GRI of this Agreement have been duly authorized by
GRI’s board of directors, and if required by law, its stockholders, and no other corporate action is necessary to authorize
the execution, delivery and performance by GRI of this Agreement. This Agreement has been duly executed and delivered by such
Seller and, assuming due authorization, execution and delivery hereof by the other Parties hereto, constitutes the valid and binding
agreement of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability (i) may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting
or relating to enforcement of creditors’ rights generally and (ii) is subject to general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or in equity).
Absence
of Restrictions and Conflicts
. The execution and delivery by such Seller of this Agreement do not, and the performance of
his, her or its obligations hereunder shall not
(i) for
GRI, conflict with or violate, or require any Consent (that has not been obtained) under the certificate of formation of GRI, (ii)
conflict with or violate any Law or License applicable to such Seller, or by which any material property or asset of such Seller
is bound or (iii) require any Consent or result in any violation or breach of or constitute (with or without notice or lapse
of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, trigger
any payment or give rise to a Lien on any property or asset of such Seller; or
require any
Consent, approval, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any
Governmental Entity.
Legal
Proceedings
. There is no Action by or before any Governmental Entity pending or, to the actual knowledge of such Seller, threatened
against such Seller or any of his, her or its properties reasonably expected to result in a materially adverse effect on, or a
material delay in, such Seller’s ability to consummate the transactions contemplated by this Agreement. Such Seller is not
subject to any Governmental Order reasonably expected to result in a materially adverse effect on, or a material delay in, such
Seller’s ability to perform this Agreement.
Brokers,
Finders and Investment Bankers
. Neither such Seller nor any of its Affiliates has employed or engaged any broker, finder,
investment banker or other similar Person, or incurred any liability for any fees to such Person in connection with the transactions
contemplated by this Agreement.
Ownership
of the Shares
. Such Seller has good and valid title to the Shares owned by such Seller, free and clear of all Liens other
than Liens arising under applicable securities laws. Other than the Shares, such Seller has no other equity interests or rights
to acquire equity interests of CORE or any of its Affiliates, or any warrant, purchase right, subscription right, conversion right,
exchange right, contingent right to receive or other right of any kind for any such equity security. Such Seller is not a party
to any contract obligating such Seller to grant, deliver or sell, or cause to be granted, delivered or sold, the applicable Shares,
by sale, lease, license, or otherwise, other than this Agreement.
Kinderock
Resources Ltd
. Kinderock Resources Ltd. (“Kinderock”) amalgamated with GRI on June 1, 2014. GRI is the successor
in interest to Kinderock.
Non-Reliance
.
In making its decision to execute, deliver and perform this Agreement, such Seller has (a) relied solely upon the representations
and warranties of Purchaser set forth in
Article IV
and acknowledges that (i) such representations and warranties are the
only representations and warranties made by Purchaser and (ii) no representations or warranties whatsoever, express or implied,
are made by any Person other than Purchaser as set forth in
Article IV
and (b) not relied upon any other information provided
by, for or on behalf of Purchaser or its representatives, to such Seller or any of its representatives in connection with the
transactions contemplated by this Agreement. Such Seller acknowledges that Purchaser makes no representations or warranties to
such Seller, express or implied, for any information, documents or other materials that have been provided to such Seller or any
of its Affiliates or representatives except as may be expressly set forth in
Article IV
.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser hereby represents
and warrants to Sellers that:
Organization
.
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being
conducted.
Authorization
.
Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by Purchaser’s
board of directors, no other corporate action on the part of Purchaser is necessary to authorize the execution, delivery and performance
by Purchaser of this Agreement. This Agreement has been duly executed and delivered by Purchaser and, assuming due authorization,
execution and delivery hereof by the other Parties hereto, constitutes the valid and binding agreement of Purchaser, enforceable
against Purchaser in accordance with its terms, except as such enforceability (a) may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’
rights generally and (b) is subject to general principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity).
Absence
of Restrictions and Conflicts
. The execution and delivery by Purchaser of this Agreement do not, and the performance of its
obligations hereunder shall not,
(i) conflict
with or violate, or require any Consent (that has not been obtained) under, the organizational and governing documents of Purchaser,
(ii) conflict with or violate any Law or License applicable to Purchaser, or by which any material property or asset of Purchaser,
is bound or (iii) require any Consent or result in any violation or breach of or constitute (with or without notice or lapse
of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, trigger
any payment or give rise to a Lien on any property or asset of Purchaser; or
require any
Consent, approval, waiting period expiration or termination, authorization or permit of, or filing with, or notification to, any
Governmental Entity.
Legal
Proceedings
. There is no Action by or before any Governmental Entity pending or, to the actual knowledge of Purchaser, threatened
against Purchaser, or any of its property reasonably expected to result in a materially adverse effect on Purchaser’s ability
to consummate the transactions contemplated by this Agreement. Purchaser is not subject to any Governmental Order reasonably expected
to result in a materially adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Status
as Accredited Investor
. Purchaser is an “accredited investor” (as that term is defined in Rule 501 of Regulation
D under the Securities Act). Purchaser has such knowledge and experience in business and financial matters so that Purchaser is
capable of evaluating the merits and risks of an investment in the Shares. Purchaser understands the full nature and risk of such
investment.
Brokers,
Finders and Investment Bankers
. Neither Purchaser nor any of its officers, directors or employees or any Affiliate of Purchaser
has employed or engaged any broker, finder, investment banker or other similar Person or incurred any liability for any fees to
any such Person in connection with the transactions contemplated by this Agreement.
Non-Reliance
.
In making its decision to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement,
Purchaser has (a) relied solely upon the representations and warranties of Sellers set forth in
Article III
and acknowledges
that (i) such representations and warranties are the only representations and warranties made by Sellers and (ii) no representations
or warranties whatsoever, express or implied, are made to Purchaser by any Person other than Sellers as set forth in
Article
III
and (b) not relied upon any other information provided by, for or on behalf of Sellers or their representatives, to Purchaser
or any of its representatives in connection with the transactions contemplated by this Agreement. Purchaser acknowledges that
no representations or warranties, express or implied, are made by Sellers for any information, documents or other materials that
have been provided to Purchaser or any of its Affiliates or representatives except as may be expressly set forth in
Article
III
.
CERTAIN
COVENANTS AND AGREEMENTS
Voting
Agreement; Proxy; Transfer Restrictions
.
Each Seller
shall vote all of the Shares held by such Seller at any annual or special meeting of CORE or in any written consent of its stockholders
in such manner as directed by Purchaser in its sole discretion.
In order to
effect the provisions of
Section 5.1(a)
, each Seller hereby revokes any previously executed proxies and hereby irrevocably
constitutes and appoints Purchaser, with full power of substitution, for and in the name, place and stead of such Seller, as his,
her or its true and lawful proxy and attorney-in-fact, to vote at any annual or special meeting of CORE, all of such Shares presently
owned beneficially or of record by such Seller, in such manner as Purchaser may direct in its sole discretion, to execute any and
all written consents of stockholders of CORE and to represent and otherwise act as such Seller could act, in the same manner and
with the same effect as if such Seller was personally present, at any such annual, special or other meeting of the stockholders
of CORE, and at any adjournment thereof, or pursuant to any written consent in lieu of meeting or otherwise. The proxy granted
hereby is coupled with an interest and is irrevocable to the full extent permitted by applicable Law. This Agreement is intended
to benefit Purchaser.
Without
the consent of Purchaser, each Seller shall not and shall not agree to, directly or indirectly, sell, transfer, assign or cause
to be redeemed any of the Shares owned by it or grant any proxy for any such Shares or enter into a voting trust or enter into
any additional voting agreement or arrangement for such Shares except as contemplated by this Agreement.
If
at any time CORE grants, issues or sells any shares of CORE Stock, options, convertible securities or rights to purchase CORE Stock,
warrants, securities or other property pro rata to the record holders of CORE Stock (“
Rights
”), Purchaser shall
be entitled to direct Sellers to acquire, upon the terms applicable to such Rights, the aggregate Rights which Sellers are entitled
to acquire as a result of their ownership of the Shares, and Purchaser shall promptly reimburse Sellers for the purchase price
actually paid by Sellers in connection with the acquisition of such Rights
.
CONDITIONS TO CLOSING
Conditions
to Each Party’s Obligations
. It shall be a condition to the respective obligations of each Party to effect each Closing
that there shall be no Law enacted, adopted, promulgated or enforced, or any Governmental Order in effect, that makes consummation
of such Closing illegal or otherwise prohibited on substantially the terms contemplated by this Agreement. Conditions to Obligations
of Purchaser.
Conditions to
Obligations of Purchaser
. The obligations of Purchaser to consummate each Closing shall be subject to the fulfillment
at or prior to such Closing of each of the following conditions, unless waived by Purchaser:
Representations
and Warranties
. The representations and warranties of Sellers set forth in
Article III
shall be true and correct in
all respects, in each case, as of the date of such Closing as if made on and as of the date of such Closing.
Performance
of Obligations of Seller(s)
. The applicable Seller(s) that is selling Shares at such Closing shall have performed in all material
respects each of the covenants and agreements required to be performed by the such Seller(s) hereunder prior to the date of such
Closing.
Conditions
to Obligations of Seller
(s). The obligations of each Seller to consummate each Closing shall be subject to the fulfillment
at or prior to such Closing of each of the following additional conditions, unless waived by the applicable Seller(s):
Representations
and Warranties
. The representations and warranties of Purchaser set forth in
Article IV
shall be true and correct in
all respects, in each case, as of the date of such Closing as if made on and as of the date of such Closing.
Performance
of Obligations by Purchaser
. Purchaser shall have performed in all material respects each of the covenants and agreements required
to be performed by it hereunder prior to the date of such Closing.
MISCELLANEOUS
PROVISIONS
Notices
.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally
delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, shall be deemed duly given on
delivery by United States Postal Service, or if sent by facsimile, email or receipted overnight courier services shall be deemed
duly given on the Business Day received if received prior to 5:00 p.m. local time or on the following Business Day if received
after 5:00 p.m. local time or on a non-Business Day, addressed to the Party at the address set forth in such Party’s signature
block or to such other representative or at such other address as such Party may furnish to the other Parties in writing.
Assignment;
Successors in Interest
. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall
be made except with the prior written consent of the other Parties, except that Purchaser may assign any or all of its rights,
interests or obligations hereunder to one or more of its Affiliates. Any such assignment shall not relieve a Party of its obligations
under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective
successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns
thereof.
Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial
. This Agreement is governed by and shall be construed in accordance with
the Laws of the State of Delaware applicable to contracts made and to be performed entirely in such state, without giving effect
to conflicts of Law principles thereunder that would result in the application of the Laws of another jurisdiction. Each Party
(i) consents to the personal jurisdiction of the Delaware Court of Chancery and other courts of the State of Delaware in connection
with any action arising out of or in any way relating to the negotiation, execution and performance of this Agreement and waives
any right to trial by jury for any such matters. Each Party irrevocably and unconditionally waives any objection to the laying
of venue of any such action in such courts, including on the basis of
forum non conveniens
. If any provision of this Agreement
or the application thereof to any Party or circumstance is held invalid or unenforceable, the remainder of this Agreement and
the application of that provision to other Parties or circumstances shall not be affected thereby, and that provision shall be
enforced to the greatest extent permitted by Law. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION
WITH ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.
Severability
.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable
in any respect.
Counterparts;
Electronic Signatures
. This Agreement may be executed in counterparts, each of which shall be deemed an original, each of
which taken together shall constitute one and the same agreement. Facsimile signatures or signatures received as a pdf attachment
to electronic mail shall be treated as original signatures for all purposes of this Agreement.
Parties
in Interest
. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any
Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or liability under or
by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof.
Integration
.
This Agreement constitutes the entire agreement between the parties hereto for the subject matter hereof and may be amended only
in a writing executed by the party to be bound thereby. This Agreement supersedes all prior and contemporaneous agreements of
the parties hereto, whether written, oral or otherwise, that directly or indirectly bear on the subject matter hereof, including
the letter agreement among the Parties dated March 22, 2018.
Cooperation
Following the Closing
. Following the Closing, each Party shall deliver such further information and documents and shall execute
and deliver such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions
provided for herein, in each case to the extent necessary to accomplish the purpose hereof or to assure to such Party the benefits
hereof.
Transaction
Costs
. Each Party shall pay its own fees, costs and expenses incurred in connection with the transactions contemplated by
this Agreement.
Remedies
.
The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance
with its specific terms. Accordingly, the parties agree that, in the event of any breach or threatened breach by of this Agreement
by a Party, any other Party shall be entitled (in addition to any other remedy that may be available whether in Law or in equity)
to seek and obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or
obligation, and (ii) an injunction restraining such breach or threatened breach. The parties agree that neither party shall be
required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy
referred to in this Section 7.10, and each party irrevocably waives any right it may have to require the obtaining, furnishing
or posting of any such bond or similar instrument.
[
Signature Page Follows
]
IN WITNESS WHEREOF
, the Parties
have caused this Agreement to be duly executed, as of the date first above written.
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PURCHASER:
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ROYAL GOLD, INC.
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By:
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/s/ Stefan Wenger
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Name: Stefan Wenger
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Title: CFO and Treasurer
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DONALD GILLEN
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/s/ Donald Gillen
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21 Capilano Drive
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Saskatoon, Saskatchewan
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Canada S7K 4A4
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DARREN GILLEN
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/s/ Darren Gillen
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21 Capilano Drive
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Saskatoon, Saskatchewan
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Canada S7K 4A4
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GENERAL RESOURCES INC.
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By:
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/s/ Donald Gillen
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Name: Donald Gillen
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Title: President
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21 Capilano Drive
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Saskatoon, Saskatchewan
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Canada S7K 4A4
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EXHIBIT C
SIDE LETTER
[ROYAL GOLD LETTERHEAD]
Donald Gillen
Darren Gillen
General Resources, Inc.
c/o Donald Gillen
21 Capilano Drive,
Saskatoon SK, Canada
S7K 4J5
June 28, 2018
Dear Donald, Darren,
We refer to that certain Stock Purchase Agreement, dated as
of April 5, 2018, by and among Royal Gold, Inc., Donald Gillen, Darren Gillen, and General Resources, Inc. (the “Purchase
Agreement”). Capitalized terms used in this letter agreement shall have the meanings set forth in the Purchase Agreement.
By execution of this letter agreement by each of the Sellers and Purchaser, the Parties hereby acknowledge and agree that:
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(i)
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Section 2.2 of the Purchase Agreement is hereby amended by replacing the words “from and
after the date of the First Closing,” with the words “from and after March 31, 2018,”
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(ii)
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Section 2.1(a)(i) of the Purchase Agreement is hereby amended by replacing the words “210,
818 Shares held by GRI” with the words “385,818 Shares held by GRI (which includes 75,000 Shares held by Kinderock
Resources Ltd., for which GRI is the successor-in-interest)”, and
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(iii)
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Section 2.1(a)(ii) of the Purchase Agreement is hereby amended by replacing the words “234,210
Shares held by GRI” with the words “59,210 Shares held by GRI”.
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Except as expressly set forth in this letter agreement, the
terms and conditions of the Purchase Agreement shall continue in full force and effect without modification thereof.
Sincerely,
Royal Gold, Inc.
/s/ Bruce C. Kirchhoff
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By: Bruce C. Kirchhoff
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Title: Vice President, General Counsel and Secretary
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Acknowledged and agreed as of the date
hereof:
Donald W. Gillen
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/s/ Donald Gillen
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Darren Gillen
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/s/ Darren Gillen
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General Resources, Inc.
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/s/ Donald Gillen
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By: Donald Gillen
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Title: President
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