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PROPOSAL 3: <br />PROPOSAL TO AMEND THE <br />CERTIFICATE OF INCORPORATION TO CHANGE THE NAME <br />OF THE C0111PANY TO ROYAL GOLD, INC. <br />On February 27, 1987, the Board of Directors adopted a resolution recommending to the stockholders of <br />the Company that the Company's Certificate of Incorporation be amended to change the name of the <br />Company to "Royal Gold, Inc." The resolution reads as (allows: <br />RESOLVED: That, subject to approval by the affirmative vote of the holders of a <br />majority of the Company's issued and outstanding Common Stock, Article First of the <br />Certificate of Incorporation of Royal Resources Corporation be a mended by changing <br />the name and title of the Corporation so that said name and title shall read: <br />"Royal Gold, Inc." <br />The change in the Company's name reflects the decision by the Beard of Directors to change the <br />Company's primary business. <br />VOTE REQUIRED FOR APPROVAL AND RECOMMENDATION <br />The affirmative vote of the holders of a majority of the outstanding shares of Common Stock will be <br />required to adopt the proposed amendment to the Certificate of Incorporation. The Board of Directors of the <br />Company unanimously recommends a vote For the proposal to change the Company's name, <br />AUDITORS AT SPECIAL MEETING <br />A representative of Coopers & Lybrand, Certified Public Accountants and the Company's auditors, will <br />be present at the meeting and will be available to respond to appropriate questions. <br />MANNER OF SOLICITATION <br />The enclosed Proxy Statement is solicited by the Board of Directors of the Company. The entire expense <br />of preparing, assembling, printing and mailing the Proxy form and the form of material used in thesolicitation <br />of Proxies will be paid by the Company. The Company will request banks and brokers to solicit [heir <br />customers who beneficially own Common Stock of the Company listed in the names of the nominees and will <br />reimburse said banks and brokers for the reasonable out-of-pocket expense o(such solicitation. In addition to <br />the use of mails, solicitation may be made by employees of the Company by telephone, telegraph, cable and <br />personal interview. A professional proxy soliciting firm may be retained to solicit votes at the customary rates <br />for such services. The Company does not expect to pay any other compensation for the solicitation of Proxies. <br />OTHER MATTERS <br />The Board of Directors knows of no other matters to be brought before the Special Meeting. However, if <br />other matters should come before the meeting, it is the intention of each person named in the Proxy to vote <br />such Proxy in accordance with his judgment on such matters. <br />23 <br />