UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

December 17, 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 as of and for the nine months ending
September 30, 2009.

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 as of and for the nine months ending
September 30, 2009.

This Amendment No. 3 (the "Amendment No. 3") 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 and subsequently amended on July 16, 2009 by Amendment No. 1 and on August 21, 2009 by Amendment No. 2 (as so amended, the "Statement").

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. 3 does not modify any of the information previously reported in the Statement.

Item 4. Purpose of Transaction

Altius Resources acquired the Common Shares of the Issuer for investment purposes. Altius Resources currently intends to dispose of such Common Shares in a strategic transaction between the Issuer and Royal Gold, Inc., and has entered into a Lock-Up Agreement with Royal Gold, Inc. to that end. The Lock-Up Agreement is summarized in Item 6 of this Statement.

The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer

On December 17, 2009, Altius Resources entered into a Lock-Up Agreement with Royal Gold, Inc. Such agreement requires Altius Resources to support the acquisition by Royal Gold, Inc. of the Issuer in an arrangement or other alternative transaction, including by voting its shares of the Issuer's Common Stock in favor of the arrangement or other transaction. The effectiveness of the Lock-Up Agreement is contingent on Royal Gold, Inc. and the Issuer entering into an arrangement agreement. The Lock-Up Agreement may be terminated by the parties under certain circumstances, including by Altius Resources in the event that a superior bid for the Issuer is made by a third party. A copy of the Lock-Up Agreement is filed herewith as Exhibit 2. 

Item 7. Material to Be Filed as Exhibits

Exhibit 1 Joint Filing Agreement

Exhibit 2 Lock-Up 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: December 17, 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 December 17, 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: December 17, 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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