UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
International Royalty Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
460277
(CUSIP Number of Class of Securities)
Ben Lewis
Altius Resources Inc.
Suite 202, Kenmount Business Center
66 Kenmount Road
St. John's, Newfoundland and Labrador, Canada, A1B 3V7
Fax: (709) 576-3441
With copies to:
Mihkel E. Voore and Ian Putnam
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario, Canada, M5L 1B9
Fax: (416) 947-0866
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 20, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Schedule 13D/A
CUSIP No. 460277
--------- ----------------------------------------------------------------------
(1) Name of Reporting Person
Altius Resources Inc.
S.S. or I.R.S. Identification No. of Above Person
Not applicable
--------- ----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) |X| See Item 5(a)
(b) |_|
--------- ----------------------------------------------------------------------
(3) SEC Use Only
--------- ----------------------------------------------------------------------
(4) Source of Funds
WC
--------- ----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
--------- ----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Newfoundland and Labrador (Canada)
-------------------- ----------------- -----------------------------------------
(7) Sole Voting Power
Number of
None
Shares ----------------- -----------------------------------------
(8) Shared Voting Power
Beneficially
8,924,972
Owned by ----------------- -----------------------------------------
(9) Sole Dispositive Power
Each
None
Reporting ----------------- -----------------------------------------
(10) Shared Dispositive Power
Person With
8,924,972
-------------------- ----------------- -----------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,924,972
--------- ----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
--------- ----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.42%*
--------- ----------------------------------------------------------------------
(14) Type of Reporting Person
CO
--------- ----------------------------------------------------------------------
* The calculation of this percentage is based on 94,695,356 common shares (the
"Common Shares") outstanding, as reported in International Royalty Corporation's
unaudited consolidated financial statements for the six months ended June 30,
2009 and 2008.
|
Schedule 13D/A
CUSIP No. 460277
--------- ----------------------------------------------------------------------
(1) Name of Reporting Person
Altius Minerals Corporation
S.S. or I.R.S. Identification No. of Above Person
Not applicable
--------- ----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) |X| See Item 5(a)
(b) |_|
--------- ----------------------------------------------------------------------
(3) SEC Use Only
--------- ----------------------------------------------------------------------
(4) Source of Funds
AF
--------- ----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
--------- ----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Alberta (Canada)
-------------------- ----------------- -----------------------------------------
(7) Sole Voting Power
Number of
None
Shares ----------------- -----------------------------------------
(8) Shared Voting Power
Beneficially
8,924,972
Owned by ----------------- -----------------------------------------
(9) Sole Dispositive Power
Each
None
Reporting ----------------- -----------------------------------------
(10) Shared Dispositive Power
Person With
8,924,972
-------------------- ----------------- -----------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,924,972
--------- ----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
--------- ----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.42%*
--------- ----------------------------------------------------------------------
(14) Type of Reporting Person
CO
--------- ----------------------------------------------------------------------
* The calculation of this percentage is based on 94,695,356 common shares (the
"Common Shares") outstanding, as reported in International Royalty Corporation's
unaudited consolidated financial statements for the six months ended June 30,
2009 and 2008.
|
This Amendment No. 2 (the "Amendment No. 2") to Schedule 13D in respect
of the common shares (the "Common Shares") of International Royalty Corporation
(the "Issuer"), a corporation incorporated under the laws of Canada, is being
filed on behalf of the undersigned to amend the Schedule 13D, which was
originally filed by the undersigned with the Securities and Exchange Commission
(the "SEC") on July 6, 2009 (the "Statement") and subsequently amended on July
16, 2009 by Amendment No. 1 (together, the "Schedule 13D").
Unless otherwise indicated, all capitalized terms used herein but not
defined herein shall have the same meanings as set forth in the Statement.
Except as specifically amended hereby, this Amendment No. 2 does not modify any
of the information previously reported in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
The 8,924,972 Common Shares reported in this Amendment No. 2, over
which the Reporting Persons have shared voting and dispositive power, were
acquired by Altius Resources at an aggregate cost of Cdn$34,624,820. The funds
were provided by working capital of Altius Resources.
Item 4. Purpose of Transaction
Altius Resources acquired the Common Shares of the Issuer for
investment purposes. The Reporting Persons intend to acquire additional Common
Shares of the Issuer, whether through prospectus offerings, on the open market,
through private transactions or through other forms of acquisition, subject to
market conditions. In addition, the Reporting Persons may seek at any time to
dispose all or a portion of the Common Shares, through open market transactions,
negotiated transactions or otherwise.
The Reporting Persons have considered and evaluated, from time to time,
strategic alternatives designed to maximize the value of their investment in the
Issuer. The Reporting Persons continue to consider and evaluate strategic
alternatives, including entering into an extraordinary corporate transaction, as
such term is used in clause (b) of Item 4 of Rule 13d-101 under the Securities
Exchange Act of 1934 (the "Exchange Act"), and/or such other transactions which
may relate to or result in one or more events set forth in Item 4 of
Rule 13d-101 under the Exchange Act.
The Reporting Persons reserve the right to change their plans and
intentions at any time, as they deem appropriate.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment No. 2, Altius Resources owned
8,924,972 Common Shares, representing approximately 9.42% of the outstanding
Common Shares. This percentage was calculated on the basis of 94,695,356 Common
Shares outstanding, as reported in International Royalty Corporation's unaudited
consolidated financial statements for the six months ended June 30, 2009 and
2008.
Altius Resources is a wholly-owned subsidiary of Altius Minerals.
To the Reporting Persons' knowledge, except as set forth in Annex A of
the Statement, other persons named in Item 2 of the Statement do not
beneficially own, within the meaning of Rule 13d-3 under the Act, any Common
Shares.
(b) The Reporting Persons have shared power to direct the voting and
disposition of 8,924,972 Common Shares.
(c) Transactions effected by the Reporting Persons during the past
sixty days:
On June 24, 2009, Altius Resources purchased on the open market
1,783,900 Common Shares at a price of Cdn$3.53 per Common Share.
On June 25, 2009, Altius Resources purchased on the open market 210,000
Common Shares at a price of Cdn$3.63 per Common Share.
On June 26, 2009, Altius Resources purchased on the open market 102,100
Common Shares at a price of Cdn$3.67 per Common Share.
On June 29, 2009, Altius Resources purchased on the open market 39,850
Common Shares at a price of Cdn$3.74 per Common Share.
On June 30, 2009, Altius Resources purchased on the open market 36,400
Common Shares at a price of Cdn$3.78 per Common Share.
On July 2, 2009, Altius Resources sold on the open market 74,900 Common
Shares at a price of Cdn$3.75 per Common Share.
On July 3, 2009, Altius Resources sold on the open market 1,800 Common
Shares at a price of Cdn$3.75 per Common Share.
On July 6, 2009, Altius Resources sold on the open market 43,300 Common
Shares at a price of Cdn$3.71 per Common Share.
On July 15, 2009, Altius Resources purchased through a prospectus
offering 4,000,000 Common Shares at a price of Cdn$3.55 per Common Share.
On July 15, 2009, Altius Resources purchased on the open market 70,000
Common Shares at a price of Cdn$3.48 per Common Share.
On July 16, 2009, Altius Resources purchased on the open market 66,600
Common Shares at a price of Cdn$3.49 per Common Share.
On July 16, 2009, Altius Resources purchased on the open market 300
Common Shares at a price of Cdn$3.47 per Common Share.
On July 16, 2009, Altius Resources purchased on the open market 400
Common Shares at a price of Cdn$3.49 per Common Share.
On July 17, 2009, Altius Resources purchased on the open market 100
Common Shares at a price of Cdn$3.57 per Common Share.
On July 17, 2009, Altius Resources purchased on the open market 62,100
Common Shares at a price of Cdn$3.57 per Common Share.
On July 20, 2009, Altius Resources purchased on the open market 100
Common Shares at a price of Cdn$3.59 per Common Share.
On July 20, 2009, Altius Resources purchased on the open market 130,400
Common Shares at a price of Cdn$3.69 per Common Share.
On July 20, 2009, Altius Resources purchased on the open market 67,000
Common Shares at a price of Cdn$3.74 per Common Share.
On July 21, 2009, Altius Resources purchased on the open market 25,000
Common Shares at a price of Cdn$3.96 per Common Share.
On July 21, 2009, Altius Resources purchased on the open market 45,000
Common Shares at a price of Cdn$3.93 per Common Share.
On July 29, 2009, Altius Resources purchased on the open market 13,000
Common Shares at a price of Cdn$3.62 per Common Share.
On July 30, 2009, Altius Resources purchased on the open market 10,000
Common Shares at a price of Cdn$3.62 per Common Share.
On July 31, 2009, Altius Resources purchased on the open market 30,000
Common Shares at a price of Cdn$3.65 per Common Share.
On August 6, 2009, Altius Resources purchased on the open market 6,000
Common Shares at a price of Cdn$3.70 per Common Share.
On August 7, 2009, Altius Resources purchased on the open market 2,500
Common Shares at a price of Cdn$3.69 per Common Share.
On August 10, 2009, Altius Resources purchased on the open market
34,900 Common Shares at a price of Cdn$3.63 per Common Share.
On August 11, 2009, Altius Resources purchased on the open market
35,500 Common Shares at a price of Cdn$3.68 per Common Share.
On August 12, 2009, Altius Resources purchased on the open market 4,300
Common Shares at a price of Cdn$3.78 per Common Share.
On August 13, 2009, Altius Resources purchased on the open market
17,100 Common Shares at a price of Cdn$3.88 per Common Share.
On August 14, 2009, Altius Resources purchased on the open market
78,600 Common Shares at a price of Cdn$3.92 per Common Share.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 21, 2009
ALTIUS RESOURCES INC.
By: /s/ Ben Lewis
--------------------------------
Name: Ben Lewis
Title: Chief Financial Officer
|
ALTIUS MINERALS CORPORATION
By: /s/ Ben Lewis
--------------------------------
Name: Ben Lewis
Title: Chief Financial Officer
|
EXHIBIT 1
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13D/A with
respect to the common shares of International Royalty Corporation dated August
20, 2009, is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: August 21, 2009
ALTIUS RESOURCES INC.
By: /s/ Ben Lewis
--------------------------------
Name: Ben Lewis
Title: Chief Financial Officer
|
ALTIUS MINERALS CORPORATION
By: /s/ Ben Lewis
--------------------------------
Name: Ben Lewis
Title: Chief Financial Officer
|
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