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