Royal Gold and International Royalty Corporation complete plan of arrangement
February 22 2010 - 2:00PM
PR Newswire (US)
NYSE-A: ROY TSX: IRC DENVER, CO, Feb. 22 /PRNewswire-FirstCall/ --
ROYAL GOLD, INC. (NASDAQ:RGLD; TSX:RGL) ("Royal Gold") and
International Royalty Corporation (NYSE-A: ROY, TSX: IRC) ("IRC")
today announced the completion of the plan of arrangement (the
"Arrangement") between Royal Gold and IRC pursuant to which Royal
Gold has acquired all of the outstanding common shares of IRC.
Pursuant to the Arrangement, IRC shareholders will receive, in the
aggregate: (i) cash consideration of approximately C$313.6 million
and US$49.1 million; (ii) 5,234,086 million common shares of Royal
Gold; and (iii) 1,806,649 million exchangeable shares of a
wholly-owned Canadian subsidiary of Royal Gold. Due to the
pro-rationing mechanism in the Arrangement, IRC shareholders who
elected all cash consideration will receive C$4.20 of their
consideration in cash (or the US$ equivalent thereof based on the
Bank of Canada noon spot rate of $1.0420, as of February 19, 2010,
if they elected to receive their cash consideration denominated in
US$) and 0.0593 shares of Royal Gold common stock or exchangeable
shares for each IRC share properly submitted. Shareholders who
elected all share consideration will receive 0.1385 shares of Royal
Gold common stock or exchangeable shares per IRC share. Holders who
elected or were deemed to have elected a combination of cash and
shares will receive their proportionate cash and share
consideration as pro-rated under the Arrangement. Tony Jensen,
President and Chief Executive Officer of Royal Gold stated, "We
welcome IRC shareholders to participate in the combined entity's
robust portfolio of royalty interests on 197 properties on six
continents, including royalties on 31 producing properties and 20
development stage projects. Royal Gold's portfolio of high-quality,
long-lived royalties - highlighted by significant interests in the
Penasquito, Pascua-Lama, Andacollo, Cortez, and Voisey's Bay mines
- is unparalleled in the business and offers a dominant gold focus,
excellent geopolitical characteristics, and a substantial base for
our future growth." IRC founder, chairman and CEO Douglas B.
Silver, commented, "It is gratifying to complete this successful
transaction for IRC shareholders. We are proud of the quality
royalty portfolio and the value for shareholders that IRC was able
to build in only five short years. We are also pleased that IRC
shareholders can be associated with Royal Gold which has been a
formidable competitor and has built a high quality royalty
portfolio in its own right, focused on precious metals. We are
confident that the combination of Royal Gold and IRC can build
shareholder value for years to come." Royal Gold, Inc. Royal Gold
is a precious metals royalty company engaged 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."
Royal Gold's website 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 are
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 the cash, shares, or
exchangeable shares each IRC shareholder will receive, and the
duration of anticipated revenue from Royal Gold's robust royalty
portfolio. Factors that could cause actual results to differ
materially from those implied or expressed by these statements
include, among others, factors described in IRC's Management Proxy
Circular, dated January 15, 2010 that is filed with the Securities
and Exchange Commission, precious metals prices, decisions and
activities of the operators of the various properties,
unanticipated grade, geological, metallurgical, processing or other
problems the operators may encounter, changes in project parameters
as plans continue to be refined, economic and market conditions, as
well as other factors described elsewhere in this press release and
in Royal Gold's Annual Report on Form 10-K, Quarterly Report on
Form 10-Q, and other filings with the Securities and Exchange
Commission. In addition, acquired royalty interests on certain
projects are subject to risks associated with conducting business
in a foreign country, including application of foreign laws to
contract and other disputes, foreign environmental laws and
enforcement and uncertain political and economic environments. 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. DATASOURCE:
INTERNATIONAL ROYALTY CORPORATION CONTACT: Karen Gross, Vice
President and Corporate Secretary, (303) 575-6504
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