Business
Royal Gold and Battle Mountain Amend Definitive Merger Agreement
Royal Gold and Battle Mountain Amend Definitive Merger Agreement.
About this update from Red Lake Gold Inc
[{"type":"text","content":"\n\n\n\nDENVER, July 31 /CNW/ -- ROYAL GOLD, INC. (Nasdaq: RGLD; TSX: RGL)\n("Royal Gold") and BATTLE MOUNTAIN GOLD EXPLORATION CORP. (OTC Bulletin Board:\nBMGX) ("Battle Mountain") today announced that they have amended their\ndefinitive merger agreement signed on April 17, 2007, under which Royal Gold\nagreed to acquire 100% of the fully diluted shares of Battle Mountain. The\namended merger agreement provides that Battle Mountain's shareholders will be\noffered an election to receive either cash consideration of $0.55 per Battle\nMountain share or from 0.0172 to 0.0179 shares of Royal Gold common stock per\nBattle Mountain share, in each case assuming 91,563,506 Battle Mountain shares\noutstanding at closing.\n\n\nThe addition of the cash election reflects the desire to provide Battle\nMountain shareholders a choice to receive either cash or shares of Royal Gold.\nThe share option will allow Battle Mountain's shareholders to participate in\nany future growth of the combined company following the closing of the merger.\n\n\nThe share consideration remained unchanged and is based on the average\nclosing price per share of Royal Gold's common stock for the five trading day\nperiod up to and including the second business day preceding (but not\nincluding) the closing date of the merger transaction. The share\nconsideration ranges from 0.0172 Royal Gold shares per Battle Mountain shares\nheld, if Royal Gold's stock price is at or above $30.18, to 0.0179 Royal Gold\nshares per Battle Mountain shares held, if Royal Gold's stock price is at or\nbelow $29.00. A proportional adjustment will be made between these two\ntrading prices.\n\n\nThe consideration payable to Battle Mountain's shareholders is subject to\na potential reduction or holdback for certain contingent liabilities.\n\n\nBattle Mountain has postponed the previously announced record date of\nJune 28, 2007, for the Battle Mountain shareholders meeting to vote on the\nmerger transaction. A new record date will be announced by Battle Mountain in\nthe near future.\n\n\nRoyal Gold has obtained option and support agreements from Mark Kucher,\nChairman of Battle Mountain, and from IAMGOLD Corporation providing that each\nwill vote its respective beneficially-owned shares in favor of the merger\ntransaction. The directors and other officers of Battle Mountain h...