Royal Gold Announces Proposed $325 Million Convertible Notes Offering
Royal Gold, Inc. (NASDAQ:RGLD; TSX:RGL) today announced
its intention to offer, subject to market and other conditions, $325
million aggregate principal amount of convertible senior notes due 2019.
Royal Gold also expects to grant the underwriters a 30-day
over-allotment option to purchase up to an additional $45 million
aggregate principal amount of notes. The notes will be convertible by
the holders, under certain circumstances, into cash, shares of Royal
Gold′s common stock, or a combination thereof, at Royal Gold′s election.
The interest rate, conversion price and certain other terms of the
offering are to be determined at the time of pricing. The notes will be
senior unsecured obligations of Royal Gold and will pay interest
semiannually.
Royal Gold intends to use the net proceeds from the offering to repay
amounts outstanding under, and to terminate, its term loan facility, and
for general corporate purposes, including future acquisitions.
Goldman, Sachs & Co. is acting as the sole book-running manager for the
offering, and HSBC Securities (USA) Inc. and Scotia Capital (USA) Inc.
are acting as lead managers for the offering. The notes are being
offered pursuant to an effective shelf registration statement that was
previously filed with the Securities and Exchange Commission and a shelf
prospectus filed with Canadian securities regulatory authorities in all
provinces other than Quebec under the Multijurisdictional Disclosure
System ('MJDS?). A preliminary prospectus supplement relating to the
offering has been filed with the Securities and Exchange Commission. A
preliminary prospectus supplement will be filed with the securities
regulatory authorities in Canadian Provinces other than Quebec under the
MJDS. An electronic copy of the preliminary prospectus supplement and
related base prospectus may be obtained by contacting: Goldman, Sachs &
Co., Prospectus Department, 200 West Street, New York, NY 10282
(telephone no. 212-902-1171, facsimile: 212-902-9316, email: prospectus-ny@ny.email.gs.com).
An electronic copy of the preliminary prospectus supplement and related
base prospectus may also be obtained at no charge at the Securities and
Exchange Commission′s website at www.sec.gov.
In Canada, a copy of the prospectus and prospectus supplement may be
obtained by either contacting the above underwriter or by accessing the
SEDAR website at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy the notes described herein, nor shall there be any
sale of the notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the laws of such state or jurisdiction. The notes
have not been approved or disapproved by any regulatory authority, nor
has any such authority passed upon the accuracy or adequacy of the
prospectus supplement, the prospectus or Royal Gold′s shelf registration
statement.
CORPORATE PROFILE
Royal Gold is a precious metals royalty company engaged in the
acquisition and management of precious metal royalties and similar
interests. As of March 31, 2012, the Company′s portfolio consisted of
191 properties on six continents, including interests in 38 producing
mines and 26 development stage projects. 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.?
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 include 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
future sales of notes and the use of proceeds from such sales. Factors
that could cause actual results to differ materially from such
forward-looking statements include, among others, precious metals
prices, economic and market conditions and the availability of
attractive acquisition opportunities, as well as other factors described
in our Annual Report on Form 10-K, and other filings with the SEC. Most
of these factors are beyond the Company′s ability to predict or control.
The Company disclaims any obligation to update any forward-looking
statement made herein. Readers are cautioned not to put undue reliance
on forward-looking statements.
Royal Gold, Inc.
Karen Gross, 303-575-6504
Vice
President and Corporate Secretary