Item 1.01 Entry into a Material Definitive Agreement
On April 7, 2009, Royal Gold, Inc. ("Royal Gold") entered into an underwriting agreement (the "Underwriting Agreement") with HSBC Securities (USA) Inc., Goldman, Sachs & Co. and Scotia Capital (USA) Inc. as representatives of the underwriters listed therein. The Underwriting Agreement relates to the issuance and sale by Royal Gold of 6,500,000 shares (the "Shares") of its common stock, par value $0.01 per share ("Common Stock"), plus a 30-day option exercisable by the underwriters for an additional 975,000 shares of Common Stock to cover over-allotments, if any. The price per Share to the Underwriters is $36.29 per Share, and the underwriters will initially offer the Shares to the public at $38.00 per Share. The offering of the Shares was made under Royal Gold's shelf registration statement on Form S-3 (Registration No 333-156376) (the "Registration Statement"), including a prospectus dated December 19, 2008, as supplemented by a prospectus supplement dated April 6, 2009 filed with the Securities and Exchange Commission on April 6, 2009. The Shares are expected to be delivered to the underwriters on April 14, 2009. The Underwriting Agreement contains customary representations, warranties and covenants by Royal Gold, conditions to closing and indemnification provisions. This summary of the Underwriting Agreement is qualified in its entirely by reference to the Underwriting Agreement filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference. Item 9.01 Financial Statements and Exhibits
(d) Exhibits
1.1 Underwriting Agreement, dated April 7, 2009, between Royal Gold, Inc. and HSBC Securities Inc., Goldman, Sachs & Co. and Scotia Capital (USA) Inc., as representatives of the underwriters identified therein

5.1 Opinion of Hogan & Hartson LLP

23.1 Consent of Hogan & Hartson LLP (included in Exhibit 5.1)*

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