ROYAL GOLD, INC.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
303/573-1660
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 10, 1996
* * * *
To the Stockholders of ROYAL GOLD, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Stockholders of Royal Gold, Inc. (the "Company"), a Delaware
corporation, will be held at the Oxford Hotel, Sage Room, 1600
Seventeenth Street, Denver, Colorado, on Tuesday, December 10,
1996, at 1:30 P.M., Mountain Standard Time, for the following
purposes:
1. To elect two Class III directors to serve until the
1999 Annual Meeting of Stockholders or until each such director's
successor is elected and qualified;
2. To adopt a new Equity Incentive Plan to replace the
Company's existing Employee Stock Option Plan and Directors'
Stock Option Plan.
3. To ratify the appointment of Coopers & Lybrand L.L.P.
as independent auditors of the Company for the fiscal year ended
June 30, 1997; and
4. To transact any other business that may properly come
before the meeting and any adjournments thereof.
Only stockholders of record at the close of business on
October 11, 1996, will be entitled to notice of and to vote at
the meeting and any adjournment of the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Karen P. Gross
Vice President & Corporate Secretary
Denver, Colorado
November 11, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE COMPLETE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. THE
PROMPT RETURN OF YOUR COMPLETED PROXY WILL ASSIST THE COMPANY IN
OBTAINING A QUORUM OF STOCKHOLDERS FOR THE ANNUAL MEETING. YOU
ARE ALSO ENTITLED TO REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE
MEETING, OR TO CHANGE YOUR VOTE BY SUBSEQUENT PROXY, OR TO VOTE
IN PERSON AT THE MEETING.
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
ROYAL GOLD, INC.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202
303/573-1660
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished to the Stockholders of
Royal Gold, Inc. (the "Company" or "Royal Gold"), a Delaware
corporation, in connection with the solicitation, by and on
behalf of the Board of Directors of the Company, of proxies to be
voted at the Annual Meeting of the Stockholders of the Company
(the "Meeting") to be held at 1:30 P.M. on Tuesday, December 10,
1996, at the Oxford Hotel, Sage Room, 1600 Seventeenth Street,
Denver, Colorado. This Proxy Statement, the enclosed Proxy and
the Company's Annual Report for the fiscal year ended June 30,
1996, are being mailed to Stockholders on or about November 11,
1996.
Only holders of shares of the Common Stock ($.01 par value)
("Common Stock") of the Company of record at the close of
business on October 11, 1996, will be entitled to notice of, and
to vote at, the Meeting and at any and all adjournments thereof.
If the enclosed Proxy is properly executed and received by
the Company by noon on December 10, 1996, the shares represented
by the Proxy will be voted at the Meeting in accordance with the
instructions indicated thereon. If no choice is indicated, the
shares will be voted FOR each of the proposals identified herein.
Stockholders who execute Proxies retain the right to revoke such
Proxies at any time before they are voted by filing with the
Secretary of the Company either an instrument revoking the Proxy
or a duly executed Proxy bearing a later date. Proxies may also
be revoked by any Stockholder present at the Meeting who desires
to vote his or her shares in person.
Solicitation of Proxies may be made by directors, officers
or employees of the Company, without additional compensation, by
telephone, facsimile, or personal interview as well as by mail.
The Company will request banks and brokers to solicit their
customers who beneficially own Common Stock of the Company listed
in the name of the nominees and will reimburse said banks and
brokers for the reasonable out-of-pocket expense of such
solicitation. Costs of solicitation will be borne by the
Company.
VOTING RIGHTS
All voting rights are vested exclusively in the holders of
the Company's Common Stock. As of the record date, October 11,
1996, there were issued and outstanding 15,496,144 shares of
Common Stock, each of which entitles the holder thereof to one
vote in all matters which may come before the Meeting. A
majority of the issued and outstanding shares of Common Stock,
whether represented in person or by Proxy, shall constitute a
quorum at any meeting of the Stockholders. The affirmative vote
of sixty percent (60%) of the shares that are represented at a
meeting at which a quorum is present shall be the act of the
Stockholders. In the election of directors, each Stockholder
eligible to vote may vote the number of shares of Common Stock
held for as many persons as there are directors to be elected,
but cumulative voting is not permitted. Under Delaware law,
holders of Common Stock are not entitled to appraisal or
dissenters' rights with respect to the matters to be considered
at the Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table shows the beneficial ownership, as of
October 18, 1996, of the Company's Common Stock by each director,
by each executive officer, by any person who is known to the
Company to be the beneficial owner of more than 5% of the issued
and outstanding shares of Common Stock of the Company and by all
of the Company's directors and executive officers as a group.
Name and Address Number of Shares of Common Stock Beneficially Owned Percent
of Beneficial Subject to: of
Owners Shares Options (a) Warrants (b) Total (c) Class
Stanley Dempsey (d) 495,167 463,000 15,000 973,167 6.3
Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202
Edwin W. Peiker, Jr. (e) 455,178 17,500 15,000 487,678 3.1
Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202
John W. Goth 15,000 15,000 -0- 30,000 *
1536 Cole Boulevard
Suite 320
Golden, Colorado 80401
Pierre Gousseland 32,500 10,000 -0- 42,500 *
4 Lafayette Court
Suite 1B
Greenwich, Connecticut 06836
James W. Stuckert 1,560,874 15,000 80,000 1,655,874 10.7
Hilliard, Lyons, Inc.
P.O. Box 32760
Louisville, Kentucky 40232
Merritt E. Marcus 396,243 17,500 20,000 433,743 2.8
Marcus Paint Company
235 East Market Street
Louisville, Kentucky 40202
S. Oden Howell, Jr. 529,680 15,000 30,000 574,680 3.7
H&N Constructors, Inc.
2603 Grassland Drive
Louisville, Kentucky 40299
2
<PAGE>
Name and Address Number of Shares of Common Stock Beneficially Owned Percent
of Beneficial Subject to: of
Owners Shares Options (a) Warrants (b) Total (c) Class
Thomas A. Loucks 147,278 330,720 57,500 535,498 3.5
Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202
Peter B. Babin 150,250 279,000 3,000 432,250 2.8
Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202
Karen P. Gross 19,650 98,500 -0- 118,150 *
Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
