EXHIBIT 3.1(b)
CERTIFICATE OF ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
ROYAL GOLD, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
Royal Gold, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
| 1. | Pursuant to the provisions of Section 103 and Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the “Restated Certificate of Incorporation’), the Board of Directors of the Corporation (the “Board of Directors”) by resolution duly adopted a stockholders rights plan, as amended, in which preferred stock purchase rights (“Rights”) would be distributed as a dividend at the rate of one Right for each share of common stock held. Each Right would allow its holder to purchase the Company’s common stock with a value equal to twice the exercise price of the Right, initially set at $175. |
| 2. | Each Right would entitle stockholders to buy one thousandth of a newly issued share of Series A Junior Participating Preferred Stock of the Corporation. |
| 3. | Pursuant to the terms of the stockholder rights plan, as amended on September 10, 2007, all Rights expired on September 10, 2017. |
| 4. | No shares of the Series A Junior Participating Preferred Stock are outstanding and no shares thereof will hereafter be issued subject to the Amended and Restated Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock. |
| 5. | That the Board of Directors has adopted the following resolutions, and such resolutions have not been amended or modified and remain in full force and effect as of the date hereof: |
NOW, THEREFORE, BE IT RESOLVED, that no shares of Series A Junior Participating Preferred Stock of the Corporation shall be issued and outstanding after 5:00 p.m. New York time on March 3, 2023;
RESOLVED FURTHER, that no shares of Series A Junior Participating Preferred Stock of the Corporation shall be issued pursuant to the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Corporation, after 5:00 p.m. New York time on March 3, 2023; and
RESOLVED FURTHER, that the proper officers, or any one or more of them, or their designees are authorized to execute and file with the Secretary of State of the State of Delaware a certificate or any other applications, notices or other documents, in order to eliminate the Amended and Restated Certificate of Designations, Preferences and Rights
