Exhibit 10.2
PLEDGE AGREEMENT
This PLEDGE AGREEMENT dated as of February 22, 2006 (as amended, supplemented, amended and
restated or otherwise modified from time to time, this “ Pledge Agreement ”), is made by and among HIGH
RIVER GOLD MINES (INTERNATIONAL) LTD., a corporation formed under the laws of the Cayman
Islands (“ High River International ”), HIGH RIVER GOLD MINES (WEST AFRICA) LTD., a corporation
formed under the laws of the Cayman Islands (“ High River Africa ”; High River Africa and High River
International are sometimes referred to herein individually as a “ Grantor ” and collectively as the “ Grantors ”),
and ROYAL GOLD, INC., a corporation formed under the laws of Delaware, USA (“ Royal Gold ”).
Recitals
A. Société des Mines de Taparko, also known as SOMITA, SA, a société anonyme formed under the laws
of the Republic of Burkina Faso (“ Somita ”), and Royal Gold entered into a Funding Agreement dated as of
December 1, 2005 (the “ Original Funding Agreement ”), as amended by First Amendment to Funding
Agreement dated as of February 8, 2006 (the “ First Amendment ”), and as further amended and restated by
Amended and Restated Funding Agreement dated as of February 22, 2006 (as so amended and restated, the “
Funding Agreement ”). Pursuant to the Funding Agreement, Royal Gold agreed to provide funding to Somita in
the amount of U.S. $35,000,000 to be used in the development of the Taparko — Bouroum Project (defined
below) in the Republic of Burkina Faso.
B. High River International is the indirect owner of 90% of the issued and outstanding shares of Somita,
through its wholly-owned subsidiary High River Africa. The Government of the Republic of Burkina Faso is the
owner of the remaining 10% of the issued and outstanding shares of Somita.
C. Prior to the date of this Pledge Agreement, Royal Gold has provided Somita the amount of $9,414,000
under the First Tranche pursuant to the terms and conditions of the Original Funding Agreement, as amended by
the