SHARES FOR DEBT AGREEMENT
THIS AGREEMENT is made as of this 28th day of December , 2006
KENNECOTT EXPLORATION COMPANY , a Delaware corporation (“ KEC ”)
ROYAL GOLD, INC. , a Delaware corporation (the “ Purchaser ”).
THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants,
agreements, representations, warranties and payments contained in this Agreement, the parties agree with each
other as follows:
1. DEFINITIONS AND INTERPRETATION
Unless the context otherwise requires, where used in this Agreement, the following terms shall have the
respective meanings set out below, and grammatical variations of such terms shall have corresponding
1.1.1. “ Business Day ” has the meaning assigned to it in the Purchase and Sale Agreement.
1.1.2. “ Closing ” means the closing of the transactions contemplated by this Agreement and “ Closing Date
” means the first Business Day after the Peñasquito Royalty Closing Date.
1.1.3. “ Debtor Substitution Agreement ” means the Debtor Substitution Agreement dated December 28,
2006 between the Purchaser, KEC and the Vendor, a true and complete fully executed copy of which
is attached hereto as Schedule A.
1.1.4. “ Disclosure Documents ” means the financial statements, annual, quarterly or current reports, proxy
statements, and other documents required to be filed by the Purchaser pursuant to the reporting
requirements of the United States Securities Exchange Act of 1934, as amended (the “ 1934 Act ”)
and the registration statement on Form S-4 (File no. 333-111590) (the “ Registration Statement ”),
including exhibits, financial statements or other documents or required 1934 Act filings that are
incorporated therein, and as may be amended by any prospectus supplement or post-effective
amendment filed with the United States Securities and Exchange Commission (the “ SEC ”).
1.1.5. “ Governmenta