International Royalty reiterates recommendation that shareholders reject Franco-Nevada's unsolicited offer
12 January 2010 - 6:01AM
PR Newswire (US)
NYSE-A: ROY TSX: IRC DENVER, CO, Jan. 11 /PRNewswire-FirstCall/ --
International Royalty Corporation (NYSE-A:ROY, TSX: IRC) ("IRC")
today reiterates that its board of directors has unanimously
recommended that IRC shareholders REJECT the unsolicited offer from
Franco-Nevada Corporation ("Franco-Nevada") through 7293275 Canada
Inc., a wholly-owned subsidiary, to acquire any and all IRC common
shares for C$6.75 per share (the "Franco-Nevada Offer"). The board
of directors' unanimous recommendation, together with the reasons
for its recommendation, is contained in a directors' circular (the
"Directors Circular") which was filed by IRC on December 29, 2009
with Canadian and United States securities regulators and which has
been mailed to IRC shareholders and optionholders. The Directors
Circular also contains a discussion of the terms of the arrangement
agreement entered into between IRC and Royal Gold, Inc. as
previously announced on December 18, 2009 and as described in
detail in the material change report of IRC dated December 24, 2009
and filed on the System for Electronic Document Analysis and
Retrieval at http://www.sedar.com/ under IRC's profile (the "Royal
Gold Transaction"). As indicated in the Directors Circular, IRC
believes that the Royal Gold Transaction is superior to the
Franco-Nevada Offer and more attractive to IRC shareholders. In the
event that an IRC shareholder has not yet received his or her copy
of the Directors Circular by mail, he or she will find a copy of
the Directors Circular on the IRC website at
http://www.internationalroyalty.com/. IRC shareholders are
encouraged to read the Directors Circular in its entirety. IRC
shareholders will have likely received by now a take-over bid
circular from Franco-Nevada requesting IRC shareholders to tender
their IRC shares to the Franco-Nevada Offer. IRC shareholders are
encouraged to be careful not to confuse Franco-Nevada's take-over
bid circular with IRC's Directors Circular. For the reasons
outlined in the Directors Circular, IRC recommends that its
shareholders REJECT the Franco-Nevada Offer and NOT TENDER their
shares. This can be accomplished by doing nothing. IRC shareholders
do not need to respond to Franco-Nevada's solicitation materials.
If any IRC shareholders have already tendered their IRC shares to
the Franco-Nevada Offer, IRC recommends that shareholders withdraw
them. For assistance with withdrawing their IRC shares from the
Franco-Nevada Offer, shareholders are encouraged to contact their
broker or IRC's information agent, Georgeson, at one of the numbers
listed below. A special meeting of securityholders of IRC is
scheduled to be held on Tuesday, February 16, 2010 at which IRC
shareholders and optionholders will be asked to approve the Royal
Gold Transaction. Subject to receipt of an interim order from the
Ontario Superior Court of Justice (Commercial List), which is
expected to be obtained shortly, IRC intends to mail a detailed
management proxy circular regarding the Royal Gold Transaction to
IRC shareholders and optionholders in mid-January 2010. This
interim order is required by Canadian law and is a standard part of
the acquisition process. The management proxy circular will contain
further details concerning the Royal Gold Transaction and the
process required for IRC shareholders to vote their shares. For
Investor Questions, Including How to Withdraw Shares from the
Franco-Nevada Offer IRC shareholders who have questions or who may
have already tendered their common shares to the Franco-Nevada
Offer and wish to withdraw them, may do so by contacting their
broker or IRC's information agent, Georgeson, at one of the
following numbers: North American Toll-Free Number: 1-866-725-6575
Banks, Brokers and Collect Calls: 1-212-806-6859 International
Royalty Corporation IRC is a global mineral royalty company. IRC
holds 85 royalties including an effective 2.7% NSR on the Voisey's
Bay mine, a sliding scale NSR on the Chilean portion of the
Pascua-Lama project, a 1.5% NSR on the Las Cruces project and a
1.5% NSR on approximately 3.0 million acres of gold lands in
Western Australia. IRC is senior listed on the Toronto Stock
Exchange (TSX:IRC) as well as the NYSE Amex (NYSE-A:ROY). On behalf
of the Board of Directors, INTERNATIONAL ROYALTY CORPORATION
Douglas B. Silver Chairman and CEO DATASOURCE: INTERNATIONAL
ROYALTY CORPORATION CONTACT: Jack Perkins, Director of Investor
Relations, (303) 991-9500; Douglas B. Silver, Chairman and CEO,
(303) 799-9020; ; http://www.internationalroyalty.com/; Renmark
Financial Communications Inc.: Barbara Komorowski, , (514)
939-3989, Fax: (514) 939-3717; http://www.renmarkfinancial.com/
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