DENBURY RESOURCES INC.
ADDENDUM
RE: Special Meeting of Shareholders to be held
October 9, 1996
TO: THE SHAREHOLDERS OF DENBURY RESOURCES INC.
NOTICE is hereby given to the shareholders of Denbury Resources Inc.
("Denbury" or the "Corporation") of record on August 30, 1996 (the "Record
Date") in respect of the special meeting (the "Meeting") of shareholders to be
held in the Banff Room at The Westin Hotel, 320 - 4th Avenue S.W., Calgary,
Alberta, on Wednesday, the 9th day of October, 1996 at 10:00 in the morning
(Calgary Time) that:
1. In connection with the proposed amendment (the "Preferred Amendment") to
the Articles of Continuance of the Corporation modifying the conversion
provisions attaching to the Convertible First Preferred Shares, Series A (the
"Preferred Shares") of the Corporation, as more particularly described in the
Information Circular-Proxy Statement of the Corporation (the "Information
Circular") accompanying the Notice of Meeting, that The Toronto Stock Exchange
has, in connection with its conditional approval of the Preferred Amendment,
required that the Special Resolution approving the Preferred Amendment in the
form attached as Appendix 2 to the Information Circular also be approved by a
majority of the votes cast by the shareholders of the Corporation entitled to
vote at the Meeting, in person or by proxy, other than by TPG Partners, L.P. and
TPG Parallel, L.P. (collectively "TPG"), which are the direct beneficial owners
of all of the Preferred Shares and their respective associates, affiliates and
insiders.
2. In connection with the early retirement of the 9 1/2% Convertible
Debentures (the "Debentures"), The Toronto Stock Exchange has required, in
connection with its conditional approval of the additional listing of Common
Shares of the Corporation issuable in lieu of interest on the early conversion
of the Debentures as more particularly described in the Information Circular,
that the Ordinary Resolution attached as Appendix 3 to the Information Circular
also be approved by a majority of the votes cast by shareholders at the Meeting,
in person or by proxy, excluding the votes attached to Common Shares of the
Corporation owned by the holders of the Debentures, 80% of which are owned by
the Chairman of the Board of the Corporation, and their respective associates,
affiliates and insiders of such holders.
A shareholder who has submitted a proxy may revoke it at any time prior to
the exercise thereof. If a person who has given a proxy attends personally at
the Meeting at which such proxy is to be voted, such person may revoke the proxy
and vote in person. In addition to revocation in any other matter permitted by
law, a proxy may be revoked by instrument in writing executed by the shareholder
or his attorney authorized in writing or, if the shareholder is a corporation,
under its corporate seal by an officer or attorney thereof, duly authorized and
deposited either at the registered office of Denbury at any time up to and
including the last business day preceding the day of the Meeting or any
adjournment thereof at which the proxy is to be used, or with the Chairman of
the Meeting on the day of the Meeting or any adjournment thereof, and, upon
either of such deposits, the proxy is revoked.
The contents and sending of this Addendum has been approved by the
Directors of Denbury.
DATED at Calgary, Alberta, this 27th day of September, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Phil Rykhoek
Phil Rykhoek
Chief Financial Officer and Secretary
