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ROYAL RESOURCES CORPORATION <br />1660 WYNKOOP STREET, SUITE 1000 <br />DENVER, COLORADO 80202-1132 <br />(303) 573-1660 <br />e~ <br />1 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS <br />TO BE HELD MAY 7, 1987 <br />To the Stockholders of <br />ROYAL RESOURCES (CORPORATION <br />Notice is hereby given that a Special Meeting of Stockholders of Royal Resources Corporation (the <br />"Company"), a Delaware corporation, will be held in the Hershner Room of One United Bank Center (new <br />United Bank Building), 1700 Lincoln, Denver, Colorado 80274, May 7, 1987 at 2:00 p.m., Mountain <br />Daylight time, for the following purposes: <br />I. To consider and vote upon a proposal to approve an agreement between the Company and Victoria <br />Exploration Inc. ("Victoria"), providing for the sale to Victoria of substantially all of the oil and gas <br />properties of the Company and its subsidiaries. <br />2. To adopt an amendment to the Company's Certificate of Incorporation to increase the authorized <br />shares of Common Stock from 15,000,000 shares to 20,000,000 shares. <br />3. To adopt an amendment to the Company's Certificate of Incorporation to change the Company's <br />name from Royal Resources Corporation to Royal Gold, Inc. <br />4. To transact such other business as may properly come before the meeting or any adjournment or <br />adjournments thereof. <br />Only stockholders of record at the close of business on March l6, 1487 will be entitled to notice of and to <br />vote at the meeting. <br />BY ORDER OFTHE BOARD OF DIRECTORS <br />~~~~ <br />Gerald L. Bader, Jr., Secretary <br />Denver, Colorado <br />April I5, 1987 <br />UNLESS YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THE <br />ENCLOSED PROXY. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. <br />