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



SCHEDULE 14D-1F

TENDER OFFER STATEMENT
PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

INTERNATIONAL ROYALTY CORPORATION
(Name of Subject Company)

Canada
(Jurisdiction of Subject Company's Incorporation or Organization)

7293275 CANADA INC.

a wholly-owned direct subsidiary of

FRANCO-NEVADA CORPORATION
(Bidder)

Common Shares
(Title of Class of Securities)

460277106
(CUSIP Number of Class Securities)

Sharon Dowdall
Chief Legal Officer and Corporate Secretary
Franco-Nevada Corporation
Exchange Tower
130 King Street West, Suite 740
P.O. Box 467
Toronto, Ontario M5X 1E4
(416) 306-6300
(Name, address (including zip code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of bidder)

With copies to:

Adam Givertz, Esq.
Shearman & Sterling LLP
199 Bay Street
Suite 4405
Toronto, Ontario M5L 1E8
(416) 360-8484
  Jonathan Lampe, Esq.
Goodmans LLP
250 Yonge Street
Suite 2400, Box 24
Toronto, Ontario M5B 2M6
(416) 979-2211

December 14, 2009
(Date tender offer published, sent or given to security holders)

CALCULATION OF FILING FEE

 
Transaction Valuation (1)
  Amount of Filing Fee (2)
 
$622,232,416   $34,721
 
(1)
Estimated solely for purposes of calculating the amount of the filing fee only. The calculation assumes the purchase of all outstanding common shares of International Royalty Corporation (the "Shares"), other than Shares owned by Franco-Nevada Corporation, at a purchase price of Cdn$6.75 per Share, converted to United States dollars at an exchange rate of US$1.00 = Cdn$1.0519, which is the inverse of the Bank of Canada's noon buying rate for Canadian dollars on December 10, 2009. The number of Shares outstanding on a fully diluted basis assuming exercise of all options for Shares is estimated to be 100,890,856 Shares, of which 3,924,000 Shares are owned by Franco-Nevada Corporation. As a result, this calculation assumes the purchase of 96,966,856 Shares.

(2)
The amount of the filing fee has been calculated in accordance with General Instruction II.C to Schedule 14D-1F and Fee Rate Advisory No. 5 for fiscal year 2009 issued by the Securities and Exchange Commission on March 11, 2009. Such fee equals 0.00558% of the transaction value.
o
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:       Form or Registration No:    
Filing Party:            
Form:       Date Filed:    


PART I — INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

Item 1.    Home Jurisdiction Documents

        Letter to holders of common shares of International Royalty Corporation, Offer to Purchase and Circular, dated December 14, 2009, as well as the related Letter of Transmittal and Notice of Guaranteed Delivery and Advertisement published in The Globe and Mail on December 14, 2009.

Item 2.    Informational Legends

        See "Notice to Shareholders in the United States" in the Offer to Purchase and Circular.


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GRAPHIC   Franco-Nevada Corporation
Exchange Tower
130 King Street West
Suite 740, P.O. Box 467
Toronto, Ontario M5X 1E4
Phone 416-306-6300
Facsimile 416-306-6330
www.franco-nevada.com

December 14, 2009

Dear International Royalty Corporation Shareholder,

On behalf of the board of directors and management of Franco-Nevada Corporation, I am enclosing Franco-Nevada Corporation's offer to purchase all of the outstanding common shares of International Royalty Corporation, which provides you with a compelling opportunity to realize the value inherent in your IRC common shares.

If our offer is completed, you will receive C$6.75 in cash for each of your IRC common shares, which represents a substantial premium for your IRC common shares of approximately:

    43% over the closing price of the IRC common shares on the TSX on the last trading day immediately before our announcement of our intention to make the Offer;

    54% over the volume weighted average trading price of the IRC common shares on the TSX for the 20 trading days immediately before that announcement;

    44% over the closing price of the IRC common shares on the AMEX on the last trading day immediately before that announcement;

    52% over the volume weighted average trading price of the IRC common shares on the AMEX for the 20 trading days immediately before that announcement.

Our offer is subject to certain conditions, including IRC, following December 6, 2009, not having entered into, and not having announced any intention to enter into, any agreement in respect of any take-over bid (other than our Offer), merger, amalgamation, statutory arrangement, business combination or other similar transaction.

Our offer will be open for acceptance until 8:00 p.m. (Toronto time) on January 19, 2010, unless it is withdrawn or extended.

I urge you to carefully consider our offer and to accept our offer using any of the mechanisms described in the accompanying circular, letter of transmittal and notice of guaranteed delivery. If you have any questions as to how to tender your IRC common shares please contact Kingsdale Shareholder Services Inc. at either of the following numbers:

    North America (toll-free): 1-877-659-1818

    Outside North America (call collect): 1-416-867-2272

Yours truly,

FRANCO-NEVADA CORPORATION

(signed) David Harquail
Chief Executive Officer


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This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.

December 14, 2009

GRAPHIC

7293275 CANADA INC.

a wholly-owned, direct subsidiary of

FRANCO-NEVADA CORPORATION

OFFER TO PURCHASE FOR CASH

any and all of the issued and outstanding Common Shares of

INTERNATIONAL ROYALTY CORPORATION

for

C$6.75 in cash for each Common Share

7293275 Canada Inc. (the " Offeror "), a wholly-owned, direct subsidiary of Franco-Nevada Corporation (" Franco-Nevada "), hereby offers (the " Offer ") to purchase, at a purchase price of $6.75 in cash per share (the " Offer Price "), any and all of the issued and outstanding common shares in the capital of International Royalty Corporation (" IRC ") (other than common shares of IRC owned or controlled by the Offeror or any of its affiliates) together with the associated rights (the " SRP Rights " and, together with the common shares in the capital of IRC, the " Common Shares ") issued and outstanding under the shareholder rights plan agreement of IRC (the " Shareholder Rights Plan "), including Common Shares that may become issued and outstanding after the date of this Offer upon the exercise, conversion, exchange or settlement of any securities of IRC (including outstanding options to acquire Common Shares (" Options ") granted under the stock option plan of IRC, as amended from time to time, as of the date of the Offer (the " Stock Option Plan "), but excluding the SRP Rights). The Offer Price is subject to adjustment in the case of payment by IRC of certain dividends. See Section 9 of the Offer, "Changes in Capitalization, Dividends, Distributions and Liens".

The Offer will be open for acceptance until 8:00 p.m. (Toronto time) on January 19, 2010 (the "Expiry Time"), unless withdrawn or extended.

The Depositary for the Offer is:   The Information Agent the Offer is:

COMPUTERSHARE INVESTOR SERVICES INC.

 

GRAPHIC

KINGSDALE SHAREHOLDER SERVICES INC.

The Dealer Managers for the Offer are:

In Canada

 

In the United States

BMO NESBITT BURNS INC.

 

BMO CAPITAL MARKETS CORP.

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The Common Shares are listed for trading on the Toronto Stock Exchange (the " TSX ") under the symbol "IRC-T" and on the NYSE Amex Equities Stock Exchange (the " AMEX ") under the symbol "ROY". On December 4, 2009, the last trading day prior to the announcement of the Offeror's intention to make the Offer, the closing price of the Common Shares on the TSX was $4.71 and on the AMEX was US$4.45. The Offer represents a premium of approximately 43% over the closing price of Common Shares on the TSX on the last trading day immediately preceding the announcement by the Offeror of its intention to make the Offer and a premium of approximately 54% over the volume weighted average trading price of the Common Shares on the TSX for the 20 trading days immediately preceding the announcement by the Offeror of its intention to make the Offer. The Offer also represents a premium of approximately 44% over the closing price of Common Shares on the AMEX on the last trading day immediately preceding the announcement by the Offeror of its intention to make the Offer and a premium of approximately 52% over the volume weighted average trading price of the Common Shares on the AMEX for the 20 trading days immediately preceding the announcement by the Offeror of its intention to make the Offer (using a Bank of Canada noon rate on December 4, 2009 of 0.9508).

The Offer is subject to certain conditions, including, without limitation (i) the Shareholder Rights Plan being waived, invalidated or cease traded, (ii) Franco-Nevada (directly or through one or more affiliates, including the Offeror) not having entered into an agreement with IRC that contemplates the acquisition, directly or indirectly, of 100% of the Common Shares (other than Common Shares owned or controlled by the Offeror or any of its affiliates) in a transaction required to be approved by Shareholders, (iii) none of IRC or any of its Subsidiaries, following December 6, 2009, having entered into, or having announced any intention to enter into, any agreement in respect of any take-over bid (other than the Offer), merger, amalgamation, statutory arrangement, business combination or other similar transaction, and (iv) the Offeror having determined that there shall not exist and shall not have occurred any change, condition, event, circumstance, development, occurrence or state of facts which, in the sole discretion of the Offeror, is or may be a Material Adverse Effect. These conditions and the other conditions of the Offer are described under Section 4 of the Offer, "Conditions of the Offer".

If Common Shares validly deposited under the Offer are taken up and paid for, the Offeror intends, subject to applicable law, to acquire, directly or indirectly, all outstanding Common Shares not deposited under the Offer by way of a "Compulsory Acquisition" or a "Subsequent Acquisition Transaction", as described in Section 6 of the Circular, "Acquisition of Common Shares Not Deposited". The terms of any such transaction will provide that each issued and outstanding Common Share will entitle its holder (an " IRC Shareholder " or " Shareholder ") to receive the same consideration paid to IRC Shareholders under the Offer.

The Offeror has engaged Computershare Investor Services Inc. to act as depositary (the " Depositary ") and Kingsdale Shareholder Services Inc. to act as the information agent (the " Information Agent ") under the Offer.

IRC Shareholders wishing to accept the Offer must properly complete and duly execute the accompanying Letter of Transmittal (which is printed on green paper) or a manually executed facsimile thereof and deposit it, together with certificate(s) representing their Common Shares and all other documents required by the Letter of Transmittal, at the office of the Depositary shown on the Letter of Transmittal and on the back cover of this document, all in accordance with the transmittal instructions in the Letter of Transmittal. The Offer may also be validly accepted by following the procedures for book-entry transfer set forth in Section 3 of the Offer, "Manner of Acceptance — Book-Entry Transfer".

Alternatively, an IRC Shareholder wishing to deposit such Common Shares and whose certificate(s) for such Common Shares are not immediately available or whose certificate(s) for such Common Shares and all other required documents cannot be delivered to the Depositary prior to the Expiry Time or who cannot comply with the procedures for delivery by book-entry transfer on a timely basis may deposit such Common Shares by following the procedures for guaranteed delivery set forth in Sections 2 and 3 of the Offer, "Time of Acceptance" and "Manner of Acceptance", using the accompanying Notice of Guaranteed Delivery (which is printed on blue paper) or a manually executed facsimile thereof, depositing it and all other documents required by the Notice of Guaranteed Delivery at the office of the Depositary shown on the Notice of Guaranteed Delivery and on the back cover of this document, all in accordance with the instructions in the Notice of Guaranteed Delivery.

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Questions and requests for assistance may be directed to the Depositary, the Information Agent or BMO Nesbitt Burns Inc. (in Canada) and BMO Capital Markets Corp. (in the United States) (collectively, the " Dealer Managers "), and additional copies of this document, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained, without charge, on request from the Depositary, the Information Agent or the Dealer Managers at their offices and telephone numbers shown in the Letter of Transmittal and on the back cover of this document. Questions and requests for assistance may be directed to the Information Agent at 1-877-659-1818 (toll-free) or 416-867-2272 (outside North America). Additionally, copies of this document and related materials may also be found under IRC's profile at www.sedar.com.

Shareholders should be aware that during the period of the Offer, the Offeror or any of its affiliates may, directly or indirectly, bid for and make purchases of Common Shares as permitted by applicable law. See Section 12 of the Offer, "Market Purchases of Common Shares".

Persons whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Common Shares to the Offer.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION, NOR HAS ANY SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

This Offer is made for the securities of a foreign issuer, and while the offer is subject to disclosure requirements of the country in which the subject company is incorporated or organized, investors should be aware that these requirements are different from those of the United States. Financial statements included herein, if any, have been prepared in accordance with foreign generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the subject company is incorporated in a foreign country, and that some or all of its officers and directors are residents of a foreign country.

Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer, or of the issuer's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.

Shareholders in the United States should be aware that the disposition of Common Shares by them as described herein may have tax consequences both in the United States and in Canada. Such consequences may not be fully described herein and such Shareholders are encouraged to consult their tax advisors. See Section 15 of the Circular, "Certain Canadian Federal Income Tax Considerations" and Section 16 of the Circular, "Certain U.S. Federal Income Tax Considerations".

NOTICE TO HOLDERS OF OPTIONS AND OTHER SECURITIES

The Offer is made only for Common Shares and is not made for any options, rights or other securities to acquire Common Shares (other than the associated SRP Rights). Any holder of such options, rights or other securities to acquire Common Shares (other than the associated SRP Rights) who wishes to accept the Offer must exercise or convert the options, rights or other securities in order to obtain certificates representing Common Shares that may be deposited in accordance with the terms of the Offer. If any holder of Options does not exercise those Options and deposit the resulting Common Shares under the Offer prior to the Expiry Time, such Options will remain outstanding, shall expire or be terminated, as the case may be, following the Expiry Time in accordance with their terms and conditions. See Section 6 of the Circular, "Acquisition of Common Shares Not Deposited".

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CURRENCY AND EXCHANGE RATES

All dollar references in the Offer and the Circular are in Canadian dollars, unless otherwise indicated. On December 11, 2009, the rate of exchange for the Canadian dollar, expressed in U.S. dollars, based on the noon rate as provided by the Bank of Canada was C$1.00 = US$0.9447.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in the accompanying Circular, including statements made under Section 6, "Acquisition of Common Shares Not Deposited", Section 7, "Purpose of the Offer and Plans for IRC" and Section 11, "Source of Funds", in addition to certain statements contained elsewhere in this document, are "forward-looking statements" and are prospective. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "targets", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are based on estimates and assumptions made by the Offeror and Franco-Nevada in light of their experience and their perception of historical trends, current conditions and expected future developments, as well as other factors that the Offeror and Franco-Nevada believe are appropriate in the circumstances, including their expectations of the timing, and the terms and benefits of the proposed acquisition. Many factors could cause the actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general business and economic conditions; the possibility that certain conditions of the Offer may not be satisfied; the ability to integrate the operations of IRC; the ability to realize upon any anticipated growth prospects and potential synergies; the timing and receipt of governmental approvals necessary to complete the Offer; the ability to make and/or complete the Compulsory Acquisition or the Subsequent Acquisition Transaction, as applicable; the ability to attract and retain IRC's key employees following the acquisition; the ability to carry out Franco-Nevada's plans for IRC; legislative and/or regulatory changes; and other risk factors relating to Franco-Nevada that are discussed in greater detail in Franco-Nevada's filings with the Canadian Securities Regulatory Authorities, including its Annual Information Form dated March 23, 2009 for the fiscal year ended December 31, 2008, its Annual Report for the fiscal year ended December 31, 2008, and its interim financial statements for the nine months ended September 30, 2009. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements contained in the Offer and Circular. The Offeror and Franco-Nevada disclaim any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or other circumstances, except to the extent required by applicable law.

This document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to IRC Shareholders in any such jurisdiction.

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TABLE OF CONTENTS

 
   
  Page
GLOSSARY   1
SUMMARY   5
OFFER TO PURCHASE   10
1.   THE OFFER   10
2.   TIME OF ACCEPTANCE   10
3.   MANNER OF ACCEPTANCE   10
4.   CONDITIONS OF THE OFFER   15
5.   VARIATION OF TERMS OR CHANGE IN INFORMATION IN THE OFFER OR CIRCULAR   19
6.   TAKE UP AND PAYMENT FOR DEPOSITED COMMON SHARES   20
7.   WITHDRAWAL OF DEPOSITED COMMON SHARES   21
8.   RETURN OF COMMON SHARES   22
9.   CHANGES IN CAPITALIZATION, DIVIDENDS, DISTRIBUTIONS AND LIENS   22
10.   MAIL SERVICE INTERRUPTION   23
11.   NOTICE   23
12.   MARKET PURCHASES OF COMMON SHARES   24
13.   OTHER TERMS   24
CIRCULAR   26
1.   THE OFFEROR AND FRANCO-NEVADA   26
2.   IRC   26
3.   BACKGROUND TO AND REASONS FOR THE OFFER   28
4.   OPTIONS   29
5.   SHAREHOLDER RIGHTS PLAN   29
6.   ACQUISITION OF COMMON SHARES NOT DEPOSITED   31
7.   PURPOSE OF THE OFFER AND PLANS FOR IRC   35
8.   OWNERSHIP OF SECURITIES OF IRC   35
9.   TRADING IN SECURITIES OF IRC   35
10.   ARRANGEMENTS, COMMITMENTS OR UNDERSTANDINGS   36
11.   SOURCE OF FUNDS   36
12.   EFFECT OF THE OFFER ON MARKETS FOR THE COMMON SHARES AND STOCK EXCHANGE LISTING   37
13.   OTHER MATERIAL FACTS   38
14.   REGULATORY MATTERS   38
15.   CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS   39
16.   CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS   44
17.   DEPOSITARY AND INFORMATION AGENT   48
18.   DEALER MANAGERS   48
19.   LEGAL MATTERS   48
20.   STATEMENT OF RIGHTS   48
21.   APPROVAL OF OFFER AND TAKE-OVER BID CIRCULAR   48
CONSENT   49
CONSENT   50
CERTIFICATE OF THE OFFEROR   51
CERTIFICATE OF FRANCO-NEVADA   52

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GLOSSARY

In the Offer, Circular, Letter of Transmittal and Notice of Guaranteed Delivery, the following terms shall have the meanings set forth below, unless the subject matter or context is inconsistent therewith or such terms are otherwise defined in the Offer or Circular:

" Acquiring Person " has the meaning ascribed thereto in Section 5 of the Circular, "Shareholder Rights Plan";

" affiliate " has the meaning contemplated by the Securities Act (Ontario), as amended;

" Agent's Message " has the meaning ascribed thereto in Section 3 of the Offer, "Manner of Acceptance";

" ARC " means an Advance Ruling Certificate under Section 102 of the Competition Act;

" associate " has the meaning ascribed thereto in the Securities Act (Ontario), as amended;

" AMEX " means the NYSE Amex Equities Stock Exchange;

" Book-Entry Confirmation " has the meaning ascribed thereto in Section 3 of the Offer, "Manner of Acceptance";

" Business Day " means any day other than a Saturday, Sunday or statutory holiday in a province or territory in Canada, except as otherwise provided for herein;

" Canadian Securities Regulatory Authorities " means the applicable securities commissions or similar regulatory authorities in each of the provinces and territories of Canada;

" CBCA " means the Canada Business Corporations Act , as amended;

" CDS " means CDS Clearing and Depository Services Inc.;

" CDSX " has the meaning ascribed thereto in Section 3 of the Offer, "Manner of Acceptance";

" Circular " means the take-over bid circular accompanying the Offer and forming part hereof;

" Code " means the U.S. Internal Revenue Code of 1986, as amended;

" Commissioner " has the meaning ascribed thereto in Section 14 of the Circular, "Regulatory Matters";

" Common Shares " means issued and outstanding common shares in the capital of IRC together with the associated SRP Rights;

" Competition Act " means the Competition Act (Canada), as amended;

" Compulsory Acquisition " has the meaning ascribed thereto in Section 6 of the Circular, "Acquisition of Common Shares Not Deposited";

" Court " has the meaning ascribed thereto in Section 6 of the Circular, "Acquisition of Common Shares Not Deposited";

" Dealer Managers " means collectively, BMO Nesbitt Burns Inc. (in Canada) and BMO Capital Markets Corp. (in the United States);

" Depositary " means Computershare Investor Services Inc., at its office specified in the Letter of Transmittal;

" DTC " means The Depository Trust Company;

" Eligible Institution " means a Canadian schedule 1 chartered bank, a member of the Securities Transfer Agents Medallion Program, a member of the Stock Exchange Medallion Program or a member of the New York Exchange Inc. Medallion Signature Program, where the members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States;

" Expiry Time " means 8:00 p.m. (Toronto time) on January 19, 2010, unless the Offer is withdrawn or is extended (pursuant to Section 5 of the Offer, "Variation of Terms or Change in Information in the Offer or Circular"), in which case the Expiry Time shall mean the latest date and time on which the Offer as so extended expires;

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" Franco-Nevada " means Franco-Nevada Corporation, a corporation existing under the laws of Canada;

" fully-diluted basis " means with respect to the number of outstanding Common Shares at any time, such number of outstanding Common Shares calculated assuming that all outstanding Options, and any other options, rights or securities to acquire Common Shares are exercised, converted, exchanged or settled, but excluding the Common Shares issuable upon exercise of the SRP Rights;

" Governmental Entity " means: (a) any supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing; (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court; (c) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies; or (d) any national securities exchange, any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or organization;

" Information Agent " means Kingsdale Shareholder Services Inc., the information agent in respect of the Offer;

" insider " has the meaning ascribed thereto in the Securities Act (Ontario), as amended;

" IRC " means International Royalty Corporation, a corporation existing under the laws of Canada;

" IRC Shareholders " or " Shareholders " means holders of Common Shares, and " IRC Shareholder " or " Shareholder " means any one of them;

" IRS " means the U.S. Internal Revenue Service;

" Letter of Transmittal " means, in respect of the Common Shares, a letter of transmittal accepting the Offer in the form printed on green paper accompanying the Offer and Circular;

" Material Adverse Effect " means any condition, event, circumstance, change, development, occurrence or state of facts (i) in the business, assets, operations, capitalization, properties, condition (financial or otherwise), equity or debt ownership, results of operations, cash flows, properties, articles, by-laws, licenses, permits, rights or privileges, labour relations or liabilities (including without limitation any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), whether contractual or otherwise, of IRC or its Subsidiaries which, when considered either individually or in the aggregate, is or may be materially adverse to IRC (on a consolidated basis), or (ii) which, when considered either individually or in the aggregate, could be expected to reduce the anticipated economic value to the Offeror or Franco-Nevada of the acquisition of the Common Shares or make it inadvisable for, or impair the ability of, the Offeror to proceed with the Offer and/or to take up and pay for Common Shares deposited under the Offer and/or the completion of a Compulsory Acquisition or Subsequent Acquisition Transaction or which, if the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction were consummated, could be materially adverse to the Offeror or Franco-Nevada or any of its affiliates or which could limit, restrict or impose limitations or conditions on the ability of the Offeror or Franco-Nevada to own, operate or effect control over any material portion of the business or assets of IRC or its Subsidiaries or would compel the Offeror or its affiliates to dispose of or hold separate any material portion of the business or assets of IRC or its Subsidiaries or would compel Franco-Nevada or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of Franco-Nevada or its Subsidiaries;

" Material Contract " has the meaning ascribed thereto in clause (g) of Section 4 of the Offer, "Conditions of the Offer";

" MI 61-101 " means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions , as amended or replaced from time to time;

" misrepresentation " has the meaning ascribed thereto under the Securities Act (Ontario), as amended;

" Notice of Guaranteed Delivery " means the notice of guaranteed delivery in the form printed on blue paper accompanying the Offer and Circular;

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" Offer " means the offer to purchase any and all of the issued and outstanding Common Shares made hereby to IRC Shareholders, the terms and conditions of which are set forth in the Offer Documents;

" Offer Commencement Date " means December 14, 2009;

" Offer Documents " means, collectively, the Offer, Circular, Letter of Transmittal and Notice of Guaranteed Delivery;

" Offer Period " means the period commencing on the Offer Commencement Date and ending at the Expiry Time;

" Offer Price " means $6.75 in cash per Common Share;

" Offeror " means 7293275 Canada Inc., a corporation incorporated under the laws of Canada;

" Options " means the outstanding options to acquire Common Shares granted under the Stock Option Plan;

" Permitted Bid " has the meaning ascribed thereto in Section 5 of the Circular, "Shareholder Rights Plan";

" Person " means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, trustee, association, organization, firm, syndicate, Governmental Entity or other entity of any kind or nature, except as otherwise provided for herein;

" PFIC " means a passive foreign investment company for U.S. federal income tax purposes;

" QEF " means a qualified electing fund for U.S. federal income tax purposes;

" Rights Certificates " means separate certificates evidencing the SRP Rights after the Separation Time;

" SEC " means the United States Securities and Exchange Commission;

" Securities Authorities " means the TSX, the AMEX and the Securities Regulatory Authorities;

" Securities Laws " means any applicable Canadian provincial securities laws and any other applicable securities laws;

" Securities Regulatory Authorities " means the Canadian Securities Regulatory Authorities and the SEC;

" Separation Time " has the meaning ascribed thereto in Section 5 of the Circular, "Shareholder Rights Plan";

" Share Certificates " means certificates representing Common Shares and, where the Separation Time has occurred prior to the Expiry Time, common shares in the capital of IRC;

" Shareholder Rights Plan " means the shareholder rights plan agreement dated as of November 21, 2008 between IRC and CIBC Mellon Trust Company, as the rights agent;

" SIR " has the meaning ascribed thereto in Section 14 of the Circular, "Regulatory Matters";

" SRP Rights " means the rights issued pursuant to the Shareholder Rights Plan;

" Stock Option Plan " means the stock option plan of IRC, as amended from time to time as of the Offer Commencement Date;

" Subsequent Acquisition Transaction " has the meaning ascribed thereto in Section 6 of the Circular, "Acquisition of Common Shares Not Deposited";

" Subsidiary " means, with respect to any Person, any other Person of which 50% or more of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries and, in the case of IRC, a " Subsidiary " shall include, without limitation, any Person that is treated as a subsidiary by IRC for purposes of its financial statements;

" Take-Over Bid " has the meaning ascribed thereto in the Shareholder Rights Plan;

" Tax Act " means the Income Tax Act (Canada), as amended;

" Trading Day " has the meaning ascribed thereto in the Shareholder Rights Plan;

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" TSX " means the Toronto Stock Exchange;

" U.S. " or " United States " means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

" U.S. Exchange Act " means the U.S. Securities Exchange Act of 1934 , as amended, including the rules and regulations promulgated thereunder; and

" U.S. Holder " has the meaning ascribed thereto in Section 16 of the Circular, "Certain U.S. Federal Income Tax Considerations."

" Voting Shares " has the meaning ascribed thereto in the Shareholder Rights Plan.

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SUMMARY

The following is only a summary of selected information contained in the Offer Documents and is qualified in its entirety by reference to the detailed provisions of those documents. The information concerning IRC contained in the Offer Documents has been taken from, or is based upon, publicly available documents or records on file with Securities Regulatory Authorities and other public sources. Although the Offeror has no reason to doubt the accuracy of IRC's public filings or the information obtained from other public sources, it is not in a position to independently assess or verify the information in IRC's publicly filed documents and in other public sources. The Offeror does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such documents, records and information, or for any failure by IRC to disclose publicly events or facts that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to the Offeror. Certain capitalized terms used in this summary are defined in the Glossary. Shareholders are urged to read the Offer Documents in their entirety.

The Offer

The Offeror is offering, during the Offer Period and on the terms and subject to the conditions of the Offer, to purchase, at a price of $6.75 in cash per share, any and all of the issued and outstanding Common Shares (other than Common Shares owned or controlled by the Offeror or any of its affiliates), including the Common Shares that may become issued and outstanding after the date of this Offer upon the exercise, conversion, exchange or settlement of any securities of IRC, including the Options. The Offer Price is subject to adjustment in the case of payment by IRC of certain dividends. See Section 9 of the Offer, "Changes in Capitalization, Dividends, Distributions and Liens".

The Offer is made only for Common Shares and is not made for any options, rights or other securities to acquire Common Shares (other than the associated SRP Rights). Any holder of such options, rights or other securities to acquire Common Shares (other than the associated SRP Rights) who wishes to accept the Offer must exercise or convert the options, rights or other securities in order to obtain certificates representing Common Shares that may be deposited in accordance with the terms of the Offer. See Section 4 of the Circular, "Options".

The obligation of the Offeror to take up and pay for Common Shares pursuant to the Offer is subject to certain conditions. See Section 4 of the Offer, "Conditions of the Offer".

This document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to IRC Shareholders in any such jurisdiction.

Manner and Time of Acceptance

The Offer is open for acceptance until, but not later than, 8:00 p.m. (Toronto time) on January 19, 2010 (the " Expiry Time "), unless withdrawn or extended.

Shareholders wishing to accept the Offer must deposit the certificate(s) representing their Common Shares, together with a properly completed and duly executed Letter of Transmittal, or a manually executed facsimile thereof, and all other documents required by the Letter of Transmittal, at the office of the Depositary specified in the Letter of Transmittal at or prior to the Expiry Time. Instructions are contained in the Letter of Transmittal that accompanies this Offer and Circular. Persons whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Common Shares to the Offer. The office of the Depositary will be open during normal business hours until the Expiry Time.

If a Shareholder is unable to deposit certificate(s) representing its Common Shares in a timely manner or cannot comply with the procedures for delivery by book-entry transfer on a timely basis, such Shareholder may accept the Offer by following the procedures for guaranteed delivery set forth in Section 3 of the Offer, "Manner of Acceptance" using the Notice of Guaranteed Delivery.

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Conditions of the Offer

Notwithstanding any other provision of the Offer, and subject to applicable laws, and in addition to (and not in limitation of) the Offeror's right to withdraw, extend, vary or change the Offer at any time prior to the Expiry Time pursuant to Section 5 of the Offer, "Variation of Terms or Change in Information in the Offer or Circular", the Offeror shall have the right to withdraw or terminate the Offer (or amend the Offer to postpone taking up and paying for Common Shares deposited under the Offer) and not accept for payment, take up, purchase or pay for, or extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for, any Common Shares deposited under the Offer, unless all of the conditions set forth in Section 4 of the Offer, "Conditions of the Offer", are complied with or waived by the Offeror. The Offer is conditional upon, among other things, (i) the Shareholder Rights Plan being waived, invalidated or cease traded, (ii) the Offeror (directly or through one or more affiliates) not having entered into an agreement with IRC that contemplates the acquisition, directly or indirectly, of 100% of the Common Shares (other than Common Shares owned or controlled by the Offeror or any of its affiliates) in a transaction required to be approved by Shareholders, (iii) none of IRC or any of its Subsidiaries, following December 6, 2009, having entered into, or having announced any intention to enter into, any agreement in respect of any take-over (other than the Offer), merger, amalgamation, statutory arrangement, business combination or other similar transaction, and (iv) the Offeror having determined that there shall not exist and shall not have occurred any change, condition, event, circumstance, development, occurrence or state of facts which, in the sole discretion of the Offeror, is or may be a Material Adverse Effect. Unless otherwise specified, all of such conditions are for the exclusive benefit of the Offeror and may be waived by it, in whole or in part, at or prior to the Expiry Time without prejudice to any other rights that the Offeror may have. See Section 4 of the Offer, "Conditions of the Offer".

The Offeror and Franco-Nevada

The Offeror is a corporation incorporated under the laws of Canada and is a wholly-owned, direct Subsidiary of Franco-Nevada. It was created solely for the purpose of making an offer for the Common Shares and has not otherwise carried on any material business or activity.

Franco-Nevada is a corporation existing under the laws of Canada. Franco-Nevada is a gold-focused royalty company with additional interests in platinum group metals, oil and gas and other assets. The majority of Franco-Nevada's revenues are generated from a diversified portfolio of properties in the United States, Canada and Australia. The portfolio includes over 300 royalties covering properties in operation, advanced properties at the permitting, feasibility or advanced exploration stages, early stage exploration interests and other assets. Franco-Nevada is the leading gold royalty company by gold revenues, number of gold royalty interests and by free cash flow margins. See Section 1 of the Circular, "The Offeror and Franco-Nevada".

IRC

IRC is a corporation existing under the laws of Canada.

IRC is focused on acquiring and creating natural resource royalties with a specific emphasis on mineral royalties. IRC has acquired a royalty portfolio diversified over five continents and fifteen countries, including seventeen different commodities. The portfolio includes royalties on forty-eight exploration stage properties, twenty-one in the feasibility stage, five in the development stage, and nine currently in production (including two placed on care and maintenance by the operator). Economically, the primary minerals in the portfolio are nickel, copper, gold and cobalt.

Purpose of the Offer and Plans Regarding the Acquisition of Common Shares Not Deposited

The purpose of the Offer is to enable the Offeror to acquire, directly or indirectly, all of the Common Shares. If the Offeror acquires at least 90% of the Common Shares (other than Common Shares held at the date of the Offer by the Offeror or an affiliate or associate (as defined in the CBCA) of the Offeror), the Offeror may acquire the remaining Common Shares pursuant to the compulsory acquisition procedures contained in Part 17 of the CBCA. If the Offeror acquires less than 90% of the Common Shares (other than Common Shares held at the date of the Offer by the Offeror or an affiliate or associate of the Offeror), the Offeror currently intends to

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avail itself of such other corporate actions or proceedings as may be legally available, including a Subsequent Acquisition Transaction, to acquire the remaining Common Shares without the consent of the holders thereof. See Section 6 of the Circular, "Acquisition of Common Shares Not Deposited".

Reasons for the Offer

Franco-Nevada is a gold-focused royalty company with additional interests in platinum group metals, oil and gas and other assets. Its key business strategies include acquiring new royalties to both grow and diversify its portfolio of revenue producing royalties, as well as expose the company in the longer-term to new exploration discoveries on large land positions on prospective mineral belts. Franco-Nevada believes that the acquisition of IRC's portfolio of royalties on both producing and exploration properties is consistent with Franco-Nevada's business model and strategies. See Section 3 of the Circular, "Background to and Reasons for the Offer".

Payment for Deposited Common Shares

If all the terms and conditions of the Offer have been complied with or waived by the Offeror at or prior to the Expiry Time, the Offeror shall take up and pay for all of the Common Shares validly deposited under the Offer, and not properly withdrawn, not later than ten days after the Expiry Time. The Offeror shall pay for Common Shares that it has taken up as soon as possible, and in any event not later than the earlier of three Business Days after the Common Shares are taken up and ten days after the Expiry Time. Any Common Shares deposited pursuant to the Offer after the first date on which Common Shares have been taken up by the Offeror will be taken up and paid for within ten days of such deposit. See Section 6 of the Offer, "Take Up and Payment for Deposited Common Shares".

Regulatory Matters

Competition Act

Under the Competition Act, the acquisition of voting shares of a corporation that carries on an operating business in Canada may require pre-merger notification if certain size of parties and size of transaction thresholds are exceeded. Once pre-merger notification is made, parties to a proposed transaction may not complete the proposed transaction before the end of 30 days after the day on which the required notification information is received by the Commissioner of Competition (the " Commissioner "), unless the waiting period is earlier terminated or extended by the issuance of a supplementary information request. Where a transaction does not raise substantive issues under the Competition Act, the Commissioner may issue an Advance Ruling Certificate (" ARC ") under Section 102 of the Competition Act in respect of the transaction. Where an ARC is issued, the parties to the transaction are not required to file a pre-merger notification. The Commissioner may also decide to waive the obligations to notify pursuant to paragraph 113(c) of the Competition Act.

The acquisition of the Common Shares by the Offeror is subject to pre-merger notification under the Competition Act. The Offeror intends to apply for an ARC in respect of the Offer and to make a short-form filing if it determines that it would be advisable to do so. The obligation of the Offeror to complete the Offer is, among other things, subject to the condition that either (i) the Offeror and IRC shall have given the requisite notice required under section 114 of the Competition Act in respect of the Offer and the applicable waiting periods related to merger pre-notification under section 123 of the Competition Act shall have expired or been terminated in accordance with the Competition Act or the obligation to give the requisite notice has been waived under paragraph 113(c) of the Competition Act and the Commissioner shall have advised the Offeror in writing (to the satisfaction of the Offeror in its sole discretion) that there are not sufficient grounds to initiate proceedings under the merger provisions of the Competition Act in respect of the purchase of Common Shares under the Offer and that the Commissioner, at that time, does not intend to make an application under section 92 of the Competition Act in respect of the purchase of Common Shares under the Offer (which advice shall not have been rescinded or amended) and the Commissioner shall not have made or threatened to make application under the Competition Act in respect of the purchase of the Common Shares under the Offer, and shall not have otherwise made or issued any communication (whether to the Offeror or otherwise), which in the sole discretion of the Offeror might make it inadvisable for the Offeror to proceed with the Offer or taking up

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and paying for Common Shares deposited under the Offer; or (ii) the Commissioner shall have issued an ARC in respect of the purchase of the Common Shares pursuant to Section 102 of the Competition Act and shall not have subsequently withdrawn or purported to have withdrawn such ARC prior to the acquisition by the Offeror of Common Shares deposited under the Offer or have stated or otherwise indicated that she has new information as a result of which she is no longer satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal under Section 92 of the Competition Act with respect to the purchase of Common Shares under the Offer. See Section 4 of the Offer, "Conditions of the Offer" and Section 14 of the Circular, "Regulatory Matters".

Certain Canadian Federal Income Tax Considerations

A Shareholder who is resident in Canada for purposes of the Tax Act, who holds Common Shares as capital property and who sells such shares to the Offeror under the Offer generally will realize a capital gain (or capital loss) equal to the amount by which the cash received, net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base to the Shareholder of such Common Shares.

Generally, Shareholders who are non-residents of Canada for the purposes of the Tax Act will not be subject to tax in Canada in respect of any capital gain realized on the sale of Common Shares to the Offeror under the Offer, unless those shares constitute "taxable Canadian property" to such Shareholder within the meaning of the Tax Act and that gain is not otherwise exempt from tax under the Tax Act pursuant to an exemption contained in an applicable income tax treaty.

The foregoing is a very brief summary of certain Canadian federal income tax consequences. See Section 15 of the Circular, "Certain Canadian Federal Income Tax Considerations", for a summary of the principal Canadian federal income tax considerations generally applicable to Shareholders. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of a sale of Common Shares pursuant to the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction. Holders of Options should consult their own tax advisors having regard to their own personal circumstances.

Certain U.S. Federal Income Tax Considerations

A sale of Common Shares pursuant to the Offer by a U.S. Holder will be a taxable transaction for U.S. federal income tax purposes, and a U.S. Holder generally will be taxed in the same manner as with respect to any other sale or taxable disposition of Common Shares, including a sale on a stock or securities exchange. Because it is likely that IRC will be a passive foreign investment company (" PFIC ") for U.S. federal income tax purposes for the current taxable year ending December 31, 2009 and subsequent taxable years, a U.S. Holder's sale of Common Shares pursuant to the Offer will be subject to different U.S. federal income tax treatment depending on whether the U.S. Holder (i) has made or makes an election to treat IRC as a "qualified electing fund" (" QEF "), which is referred to as a QEF election, (ii) has made or makes a mark-to-market election with respect to the Common Shares, or (iii) has made or makes no election and therefore is subject to the default PFIC rules described below.

The foregoing is a very brief summary of certain U.S. federal income tax considerations. See Section 16 of the Circular, "Certain U.S. Federal Income Tax Considerations," for a summary of the principal U.S. federal income tax considerations generally applicable to Shareholders that are U.S. Holders. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of a sale of Common Shares pursuant to the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction. Holders of Options should consult their own tax advisors having regard to their own personal circumstances.

Depositary and Information Agent

Computershare Investor Services Inc. is acting as depositary under the Offer. The Depositary will receive deposits of certificates representing the Common Shares and accompanying Letters of Transmittal at its office specified in the Letter of Transmittal. In addition, the Depositary will receive Notices of Guaranteed Delivery at its office specified in the Letter of Transmittal and the Notice of Guaranteed Delivery. The Depositary will be

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responsible for giving certain notices, if required, and for making payment for all Common Shares purchased by the Offeror under the Offer.

Shareholders should contact the Depositary or a broker or dealer for assistance in accepting the Offer and in depositing Common Shares with the Depositary. No fee or commission will be payable by Shareholders who transmit their Common Shares directly to the Depositary to accept the Offer.

The Offeror has retained Kingsdale Shareholder Services Inc. as information agent for the Offer. The Information Agent will be responsible for providing information about the Offer to Shareholders and may contact Shareholders by mail, telephone, telecopy, email or in person. Questions and requests for assistance may be directed to the Information Agent at 1-877-659-1818 (toll-free) or 416-867-2272 (outside North America).

See Sections 2, 3 and 6 of the Offer, "Time of Acceptance", "Manner of Acceptance" and "Take Up and Payment for Deposited Common Shares" and Section 17 of the Circular, "Depositary and Information Agent".

Dealer Managers

The Offeror has retained BMO Nesbitt Burns Inc. (in Canada) and BMO Capital Markets Corp. (in the United States) to act as dealer managers for the Offer for the purpose of soliciting acceptances of the Offer. See Section 18 of the Circular, "Dealer Managers".

Stock Exchange Listing

The Common Shares are listed on the TSX and on the AMEX. See Section 2 of the Circular, "International Royalty Corporation — Price Ranges and Trading Volumes of Common Shares". If permitted by Securities Laws, subsequent to the completion of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, the Offeror intends to delist the Common Shares from the TSX and the AMEX. Following completion of any Compulsory Acquisition or Subsequent Acquisition Transaction, the Offeror intends to cause IRC to cease to be a reporting issuer under Securities Laws. See Section 12 of the Circular, "Effect of the Offer on Markets for the Common Shares and Stock Exchange Listing".

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OFFER TO PURCHASE

TO: HOLDERS OF COMMON SHARES OF IRC

1.     THE OFFER

The Offeror hereby offers to purchase, during the Offer Period, on and subject to the terms and conditions hereinafter specified, any and all of the issued and outstanding Common Shares (other than Common Shares owned or controlled by the Offeror or any of its affiliates), including the Common Shares which become outstanding upon the exercise, conversion, exchange or settlement of any securities of IRC (including the outstanding Options, but excluding the SRP Rights) for $6.75 in cash per Common Share (the " Offer Price "). The Offer Price is subject to adjustment in the case of payment by IRC of certain dividends. See Section 9 of the Offer, "Changes in Capitalization, Dividends, Distributions and Liens".

The Offer is made only for Common Shares and is not made for any options, rights or other securities to acquire Common Shares (other than the associated SRP Rights). Any holder of such options, rights or other securities to acquire Common Shares (other than the associated SRP Rights) who wishes to accept the Offer must exercise or convert the options, rights or other securities in order to obtain certificates representing Common Shares that may be deposited in accordance with the terms of the Offer. See Section 4 of the Circular, "Options".

Shareholders who have deposited their Common Shares pursuant to the Offer will be deemed to have deposited the SRP Rights associated with such Common Shares. No additional payment will be made for the SRP Rights and no part of the consideration to be paid by the Offeror for the Common Shares will be allocated to the SRP Rights.

The obligation of the Offeror to take up and pay for Common Shares pursuant to the Offer is subject to certain conditions. See Section 4 of the Offer, "Conditions of the Offer". If such conditions have been complied with or, to the extent capable of waiver, waived by the Offeror at or prior to the Expiry Time, the Offeror will take up and pay for the Common Shares validly deposited and not properly withdrawn under the Offer in accordance with the terms of the Offer.

This document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to IRC Shareholders in any such jurisdiction.

No fee or commission will be payable by Shareholders who transmit their Common Shares directly to the Depositary to accept the Offer. See Section 17 of the Circular, "Depositary".

The accompanying Glossary, Summary, Circular, Letter of Transmittal and Notice of Guaranteed Delivery are incorporated into and form part of the Offer and contain important information which should be read carefully before making a decision with respect to the Offer.


2.     TIME OF ACCEPTANCE

The Offer is open for acceptance until 8:00 p.m. (Toronto time) on January 19, 2010 (the " Expiry Time "), unless withdrawn or extended. See Section 5 of the Offer, "Variation of Terms or Change in Information in the Offer or Circular" and Section 7 of the Offer, "Withdrawal of Deposited Common Shares".


3.     MANNER OF ACCEPTANCE

Letter of Transmittal

The Offer may be validly accepted by delivering to the Depositary at its office listed in the Letter of Transmittal so as to be received at or prior to the Expiry Time:

    (a)
    the certificate(s) representing the Common Shares in respect of which the Offer is being accepted;

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    (b)
    the Letter of Transmittal in the form accompanying the Offer, or a manually executed facsimile thereof, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and

    (c)
    all other documents required by the instructions set out in the Letter of Transmittal.

If the certificate(s) representing Common Shares are not available for deposit prior to the Expiry Time, Shareholders may accept the Offer by complying with the procedures for guaranteed delivery set forth below in this Section 3. Participants in CDS or DTC should contact the Depositary with respect to the deposit of their Common Shares under the Offer. CDS and DTC will be issuing instructions to their participants as to the method of depositing the Common Shares under the terms of the Offer. See also "Book-Entry Transfer" below.

Shareholders are required to deposit one SRP Right for each Common Share in order to effect a valid deposit of such Common Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto. If the Separation Time does not occur prior to the Expiry Time, a deposit of Common Shares will also constitute a deposit of the associated SRP Rights. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are distributed to Shareholders prior to the time that a Shareholder deposits its Common Shares pursuant to the Offer, in order for Common Shares to be validly deposited, Rights Certificates(s) representing SRP Rights equal in number to the number of Common Shares deposited must be delivered to the Depositary. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are not distributed to Shareholders by the time that a Shareholder deposits its Common Shares pursuant to the Offer, the Shareholder may deposit its SRP Rights prior to receiving Rights Certificate(s) by using the procedures for guaranteed delivery described below. In any case, a deposit of Common Shares constitutes an agreement by the Shareholder to deliver Rights Certificate(s) representing the associated SRP Rights to the Depositary prior to 8:00 p.m. (Toronto time) on the third trading day on the TSX after the date, if any, that Rights Certificates are distributed to Shareholders. The Offeror reserves the right to require, if the Separation Time occurs prior to the Expiry Time, that the Depositary receives Rights Certificate(s) from a Shareholder representing such SRP Rights prior to the Offeror taking up the Common Shares for payment pursuant to the Offer.

Except as otherwise provided in the instructions to the Letter of Transmittal, all signature(s) on a Letter of Transmittal and on Share Certificate(s) (and, if applicable, any Rights Certificate(s)) representing the deposited Common Shares and, if necessary, on the Notice of Guaranteed Delivery, must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a Person other than the registered owner(s) of the Common Shares deposited therewith, and in certain other circumstances as set forth in the Letter of Transmittal, then the Share Certificate(s) (and, if applicable, the Rights Certificate(s)) representing such Common Shares must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s), with the signature(s) on the endorsement panel or such power of attorney guaranteed by an Eligible Institution.

Book-Entry Transfer

Shareholders who have an account maintained by any CDS participating institution may accept the Offer by following the procedures for book-entry transfer established by CDS, provided that a Book-Entry Confirmation of a Shareholder's Common Shares into the Depositary's account at CDS, through the CDS on-line tendering system pursuant to which book-entry transfers may be effected (the " CDSX "), is received by the Depositary at its office specified in the Letter of Transmittal prior to the Expiry Time. The Depositary has established an account at CDS for the purpose of the Offer. Any institution that is a participant in CDS may cause CDS to make a book-entry transfer of a Shareholder's Common Shares into the Depositary's account in accordance with CDS procedures for such transfer.

Shareholders, through their respective CDS participants, who utilize CDSX to accept the Offer through book-entry transfer of their Common Shares into the Depositary's account with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer.

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Shareholders may also accept the Offer by following the procedure for book-entry transfer established by DTC, provided that a Book-Entry Confirmation, together with an Agent's Message in respect thereof, or a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof), together with any required signature guarantees, and any other required documents, are received by the Depositary at its office in Toronto, Ontario, Canada at or prior to the Expiry Time. Any institution that is a participant in DTC's systems may cause DTC to make a book-entry transfer of a Shareholder's Common Shares into the Depositary's account in accordance with DTC's procedures for such transfer. However, although delivery of Common Shares may be effected through book-entry transfer into the Depositary's account at DTC, either a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary, at its office specified in the Letter of Transmittal prior to the Expiry Time, or the tendering Shareholder must comply with the procedures for guaranteed delivery described under "Procedures for Guaranteed Delivery" for a valid tender of the Common Shares by book-entry transfer. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Depositary.

Delivery of Common Shares to the Depositary by means of a book-entry transfer in accordance with the procedures for book-entry transfer established by CDS or DTC, as applicable, will constitute a valid tender under the Offer.

" Agent's Message " means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC and the Depositary to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgement from the participant in DTC depositing the Common Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal as if executed by such participant and that the Offeror may enforce such agreement against such participant.

" Book Entry Confirmation " means confirmation of a book-entry transfer of the Shareholder's Common Shares into the Depositary's account at CDS or DTC, as applicable.

Procedures for Guaranteed Delivery

If a Shareholder wishes to deposit Common Shares pursuant to the Offer and: (i) the Share Certificate(s) and/or, if the Separation Time has occurred prior to the Expiry Time, Rights Certificate(s) representing the associated SRP Rights are not immediately available; (ii) the Share Certificate(s) and, if applicable, Rights Certificate(s), representing such Common Shares (including the associated SRP Rights), and all other required documents cannot be delivered to the Depositary prior to the Expiry Time; (iii) the procedures for delivery by book-entry transfer, as set forth above, cannot be complied with on a timely basis; or (iv) if the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to Shareholders prior to the Expiry Time, such Common Shares (including the associated SRP Rights) may nevertheless be deposited pursuant to the Offer provided that all of the following conditions are met:

    (a)
    such deposit is made by or through an Eligible Institution;

    (b)
    a properly completed and duly executed Notice of Guaranteed Delivery (or if sent by DTC, a message transmitted through electronic means by DTC in accordance with the usual procedures of DTC and the Depositary; provided, however, that if the notice is sent by DTC through such electronic means, it must state that DTC has received an express acknowledgement from the participant in DTC on whose behalf the Notice of Guaranteed Delivery is given that such participant has received and agrees to become bound by the Notice of Guaranteed Delivery), or a manually executed facsimile thereof, is received by the Depositary at its office set forth in the Notice of Guaranteed Delivery on or prior to the Expiry Time;

    (c)
    the Share Certificate(s) and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to the Shareholders prior to the Expiry Time, the Rights Certificate(s) representing the deposited Common Shares (including the associated SRP Rights), in proper form for transfer, in each case together with a Letter of Transmittal, or a manually executed

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      facsimile thereof, properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal or, in the case of Common Shares deposited by book-entry transfer, a Book-Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and all other documents required by the Letter of Transmittal are received by the Depositary at its office set forth in the Notice of Guaranteed Delivery on or prior to 8:00 p.m. (Toronto time) on the third trading day on the TSX after the Expiry Time; and

    (d)
    if the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to Shareholders prior to the Expiry Time, the Rights Certificate(s) representing the deposited SRP Rights, together with a Letter of Transmittal, or a manually executed facsimile thereof, properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal or, in the case of Common Shares deposited by book-entry transfer, a Book-Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and all other documents required by the Letter of Transmittal are received by the Depositary at its office set forth in the Notice of Guaranteed Delivery on or prior to 8:00 p.m. (Toronto time) on the third trading day on the TSX after the date, if any, that Rights Certificates are distributed to Shareholders.

The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or courier or transmitted by facsimile transmission or mailed to the Depositary so as to be received by the Depositary at its office set forth in the Notice of Guaranteed Delivery no later than the Expiry Time.

General

In all cases, payment for the Common Shares deposited and taken up by the Offeror will be made only after the timely receipt by the Depositary of the Share Certificate(s) (or a Book-Entry Confirmation) (and, if applicable, the Rights Certificate(s)) representing the deposited Common Shares (including the associated SRP Rights), together with a Letter of Transmittal, or manually executed facsimile thereof, properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal or, in the case of Common Shares deposited by book-entry transfer, a Book Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and any other required documents.

The method used to deliver the Letter of Transmittal, any accompanying Share Certificate(s) and, if applicable, Rights Certificate(s) representing the Common Shares and all other documents required by the Letter of Transmittal, including delivery through CDS or DTC, is at the option and risk of the Person depositing the same, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Offeror recommends that such documents be delivered by hand to the Depositary at its office specified in the Letter of Transmittal and a receipt obtained or, if mailed, that registered mail be used and that proper insurance be obtained. It is suggested that any such mailing be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary prior to the Expiry Time.

Shareholders whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Common Shares to the Offer.

The execution of a Letter of Transmittal by a Shareholder (or, in the case of Common Shares deposited by book-entry transfer, receipt by the Depositary of a Book-Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal) irrevocably constitutes and appoints, effective on and after the date that the Offeror takes up and pays for the deposited Common Shares (the " Effective Date "), certain officers of the Offeror and any other Person

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designated by the Offeror in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of such Shareholder with respect to:

    (a)
    the Common Shares (including the associated SRP Rights) deposited by such Shareholder pursuant to, and which are taken up and paid for under, the Offer (the " Purchased Shares "); and

    (b)
    any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, distributed, issued, made or transferred (other than the cash dividends, distributions or payments in respect of which the Offer Price payable by the Offeror has been reduced pursuant to Section 9 of the Offer, "Changes in Capitalization, Dividends, Distributions and Liens") on or in respect of the Purchased Shares on or after the Offer Commencement Date (collectively, the " Other Securities "),

with full power of substitution, in the name of and on behalf of such Shareholder (such power of attorney being deemed to be an irrevocable power coupled with an interest): (i) to register or record, transfer and enter the transfer of Purchased Shares and any Other Securities on the appropriate register of holders maintained by IRC; (ii) to exercise any and all of the rights of such Shareholder in respect of such Purchased Shares and/or Other Securities, including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the Purchased Shares and Other Securities, revoke any such instrument, authorization, or consent given prior to, on or after the Effective Date, designate in any such instruments of proxy any Person(s) as the proxy or the proxy nominee(s) of such Shareholder in respect of such Purchased Shares and/or Other Securities for all purposes, including, without limitation, in connection with any meeting (whether annual, special or otherwise and any adjournment(s) thereof) of holders of securities of IRC, and (iii) to execute, endorse and negotiate, for and in the name of and on behalf of such Shareholder, any and all cheques or other instruments respecting any distribution payable to or to the order of such Shareholder in respect of such Purchased Shares and/or Other Securities.

Furthermore, a holder of Purchased Shares and/or Other Securities who executes a Letter of Transmittal (or, in the case of Common Shares deposited by book-entry transfer, receipt by the Depositary of a Book-Entry Confirmation) agrees, effective from and after the Effective Date, (i) not to vote any of the Purchased Shares and/or Other Securities at any meeting (whether annual, special or otherwise and any adjournment(s) thereof) of holders of securities of IRC, (ii) not to exercise any or all of the other rights or privileges attached to the Purchased Shares and/or Other Securities, and (iii) to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of the Purchased Shares and/or Other Securities and to designate in any such instruments of proxy the Person(s) specified by the Offeror as the proxy or the proxy nominee(s) of the holder in respect of the Purchased Shares and/or Other Securities. Upon such designation, all prior proxies given by the holder of such Purchased Shares and/or Other Securities with respect thereto shall be revoked and no subsequent proxies may be given by such Person with respect thereto.

A holder of Purchased Shares and/or Other Securities who executes a Letter of Transmittal (or, in the case of Common Shares deposited by book-entry transfer, receipt by the Depositary of a Book-Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal) agrees to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Shares and/or Other Securities to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of the holder and shall survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, personal representatives, successors and assigns of the holder, as the case may be.

The deposit of Common Shares pursuant to the procedures set forth in this Offer will constitute a binding agreement between the depositing Shareholder and the Offeror upon the terms and subject to the conditions of the Offer, including the depositing Shareholder's representation and warranty that: (i) such Shareholder has full power and authority to deposit, sell, assign and transfer the Common Shares (and any Other Securities) being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Common Shares (and any Other Securities) to any other Person; (ii) such Shareholder owns all of the Common Shares (and any Other Securities) being deposited within the meaning of Securities Laws; (iii) the deposit of such

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Common Shares (and any Other Securities) complies with Securities Laws; and (iv) when such Common Shares (and any Other Securities) are taken up and paid for by the Offeror, the Offeror shall acquire good title thereto, free and clear of all liens, restrictions, charges, encumbrances, claims and equities whatsoever.

The Offeror is entitled, in its sole discretion, to make a final and binding determination of all questions relating to the validity, form, eligibility (including timely receipt) and acceptance of any Common Shares and accompanying documents deposited pursuant to the Offer and any notice of withdrawal of Common Shares, the due completion of the Letter of Transmittal or the Notice of Guaranteed Delivery. The Offeror reserves the absolute right to reject any and all deposits which the Offeror determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. The Offeror reserves the right to waive any defect in or irregularity in any deposit or withdrawal with respect to any Common Share and the accompanying documents or any particular Shareholder or to permit the Offer to be accepted in any manner other than as set out above. There will be no duty or obligation on the Offeror, the Depositary, the Dealer Managers or the Information Agent or any other Person to give notice of any defect or irregularity in any deposit or notice of withdrawal, and no liability will be incurred by any of them for failure to give any such notice.


4.     CONDITIONS OF THE OFFER

Notwithstanding any other provision of the Offer, and subject to applicable laws and in addition to (and not in limitation of) the Offeror's right to withdraw, extend, vary or change the Offer at any time prior to the Expiry Time pursuant to Section 5 of the Offer, "Variation of Terms or Change in Information in the Offer or Circular", the Offeror shall have the right to withdraw or terminate the Offer (or amend the Offer to postpone taking up and paying for Common Shares deposited under the Offer) and not accept for payment, take up, purchase or pay for, or extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for, any Common Shares deposited under the Offer, unless all of the following conditions are complied with or waived by the Offeror at or prior to the Expiry Time:

    (a)
    one of the following shall have occurred: (i) the board of directors of IRC shall have redeemed all outstanding SRP Rights or waived the application of the provisions of the Shareholder Rights Plan to the purchase of Common Shares by the Offeror under the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction; (ii) the Shareholder Rights Plan does not and will not provide rights to Shareholders to purchase any securities of IRC or any of its Subsidiaries as a result of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction and does not and would not reasonably be expected to have a Material Adverse Effect; (iii) a cease trade order or injunction from the applicable Governmental Entity shall have been issued that has the effect of prohibiting or preventing the exercise of the SRP Rights or the issue of Common Shares upon the exercise of the SRP Rights in relation to the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction, which cease trading order or injunction shall be in full force and effect; (iv) a court of competent jurisdiction shall have made a final and binding order that the SRP Rights are illegal, invalid, of no force or effect or may not be exercised in relation to the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction; or (v) the SRP Rights and the Shareholder Rights Plan shall otherwise have become or been held unexercisable or unenforceable in relation to the Common Shares with respect to the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction; and the Offeror, in each case, shall have determined in its sole discretion, acting reasonably, that the Shareholder Rights Plan does not and will not adversely affect the Offer, the Offeror or Franco-Nevada, either before or upon consummation of the Offer or the purchase of Common Shares under the Offer or any Compulsory Acquisition or any Subsequent Acquisition Transaction;

    (b)
    the Offeror (directly or through one or more affiliates) shall not have entered into an agreement with IRC which contemplates the acquisition, directly or indirectly, of 100% of the Common Shares (other than Common Shares owned or controlled by the Offeror or any of its affiliates) in a transaction required to be approved by Shareholders;

    (c)
    none of IRC or any of its Subsidiaries shall, following December 6, 2009, have entered into, or have announced any intention to enter into, any agreement, arrangement or understanding in respect of any

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      take-over bid (other than the Offer), merger, amalgamation, statutory arrangement, share exchange, capital reorganization (including, without limitation, any division, combination, reclassification, consolidation, conversion or other change in respect of any of the Common Shares or its capitalization), business combination, joint venture or other similar transaction;

    (d)
    all Governmental Entity approvals, waiting or suspensory periods (including any extensions thereof), waivers, permits, consents, reviews, orders, rulings, decisions, declarations, certificates, and exemptions which in the Offeror's sole discretion are necessary or desirable to obtain in connection with the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction (including, without limitation, each item described under Section 14 of the Circular, "Regulatory Matters") shall have been obtained, received or concluded, each on terms and conditions satisfactory to the Offeror in its sole discretion, or, in the case of waiting or suspensory periods (including any extensions thereof), expired or been terminated, each on terms and conditions satisfactory to the Offeror in its sole discretion;

    (e)
    without limiting the scope of the condition in paragraph (d), either (i) the Offeror and IRC shall have given the requisite notice required under section 114 of the Competition Act in respect of the Offer and the applicable waiting periods related to merger pre-notification under section 123 of the Competition Act shall have expired or been terminated in accordance with the Competition Act or the obligation to give the requisite notice has been waived under paragraph 113(c) of the Competition Act and the Commissioner shall have advised the Offeror in writing (to the satisfaction of the Offeror in its sole discretion) that there are not sufficient grounds to initiate proceedings under the merger provisions of the Competition Act in respect of the purchase of Common Shares under the Offer and that the Commissioner, at that time, does not intend to make an application under section 92 of the Competition Act in respect of the purchase of Common Shares under the Offer (which advice shall not have been rescinded or amended) and the Commissioner shall not have made or threatened to make application under the Competition Act in respect of the purchase of the Common Shares under the Offer, and shall not have otherwise made or issued any communication (whether to the Offeror or otherwise), which in the sole discretion of the Offeror might make it inadvisable for the Offeror to proceed with the Offer or taking up and paying for Common Shares deposited under the Offer; or (ii) the Commissioner shall have issued an ARC in respect of the purchase of the Common Shares pursuant to Section 102 of the Competition Act and shall not have subsequently withdrawn or purported to have withdrawn such ARC prior to the acquisition by the Offeror of Common Shares deposited under the Offer or have stated or otherwise indicated that she has new information as a result of which she is no longer satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal under Section 92 of the Competition Act with respect to the purchase of Common Shares under the Offer;

    (f)
    the Offeror shall have determined, in its sole discretion, that no property right, franchise, concession, permit, lease or license of IRC or any of its Subsidiaries has been or will be materially adversely affected, whether as a result of the making of the Offer, the taking up and paying for Common Shares deposited under the Offer, or the completion of a Compulsory Acquisition or Subsequent Acquisition Transaction or otherwise, on a basis which might reduce the expected economic value to the Offeror of the acquisition of IRC or make it inadvisable for the Offeror to proceed with the Offer and/or with taking up and paying for Common Shares deposited under the Offer and/or the completion of a Compulsory Acquisition or a Subsequent Acquisition Transaction;

    (g)
    (i) no default, event of default, right of termination, material modification, acceleration or right of acceleration shall have occurred or be expected to occur under any note, bond, mortgage, indenture, licence, lease, contract, instrument, guarantee or other agreement or obligation (each, a " Material Contract ") of IRC or any of its Subsidiaries, or by which any of them or their properties or assets are subject, as a result of the making of the Offer, the taking up and paying for Common Shares deposited under the Offer and/or the completion of a Compulsory Acquisition or a Subsequent Acquisition Transaction and (ii) no covenant, term or condition exists in any Material Contract of IRC or any of its Subsidiaries, or by which any of them or their properties or assets are subject, which would, or would reasonably be expected to, have a Material Adverse Effect (including, but not limited to, any default, event of default, right of termination, material modification, acceleration, right of acceleration, voting

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      right, right of first refusal, pre-emptive right, purchase right, loss of control or operatorship, pricing change or other event that might ensue as a result of the Offeror taking up and paying for Common Securities deposited under the Offer and/or the completion of a Compulsory Acquisition or Subsequent Acquisition Transaction);

    (h)
    the Offeror shall not have become aware of any (i) material adverse claim, impairment, right, interest, limitation or other restriction of any kind whatsoever in respect of any of the properties or assets, including any rights or concessions, of IRC or any of its Subsidiaries, or (ii) material obligations or liabilities of IRC or any of its Subsidiaries, whether or not accrued, contingent or otherwise, or any other facts or circumstances, in each case, that is not specifically, fully and accurately disclosed by IRC in its filings with the Securities Regulatory Authorities prior to December 6, 2009;

    (i)
    (i) no act, action, suit or proceeding shall have been threatened or taken before or by any Governmental Entity or by any elected or appointed public official or Person in Canada or elsewhere, whether or not having the force of law; and (ii) no law, regulation or policy shall have been proposed, enacted, promulgated, amended, applied or otherwise come into effect or exist:

    (A)
    to cease trade, enjoin, prohibit, restrict or impose limitations or conditions (including by way of a temporary restraining order, preliminary or permanent injunction, decree, judgment, order or otherwise) on the Offeror from making the Offer, the purchase by or the sale to the Offeror of the Common Shares, the take up or acquisition of Common Shares by the Offeror (including with respect to any currency exchange transactions required to take up or acquire the Common Shares by the Offeror), the delivery of cash in consideration for the Common Shares taken up or acquired by the Offeror and the right of the Offeror or Franco-Nevada indirectly, to acquire, own or exercise full rights of ownership of the Common Shares, or the consummation of a Compulsory Acquisition or a Subsequent Acquisition Transaction; or

    (B)
    which, in the Offeror's sole discretion, might have a Material Adverse Effect.

    (j)
    the Offeror shall have determined that there shall not exist and shall not have occurred (except to the extent that the same shall have been disclosed generally or to the Offeror in writing prior to December 6, 2009) any change, condition, event, circumstance, development, occurrence or state of facts which, in the sole discretion of the Offeror, is or may be a Material Adverse Effect;

    (k)
    the Offeror shall have determined, in its sole discretion, that none of IRC, any of its Subsidiaries or any other party shall have taken or failed to have taken any action, or authorized, recommended, proposed or announced the intention to take any action, or disclosed any previous action taken by it, other than, in each case, any such action that is specifically, fully and accurately disclosed by IRC in its filings with the Securities Regulatory Authorities prior to December 6, 2009, which would reasonably be expected to have a Material Adverse Effect, including, without limitation:

    (i)
    any issue or purchase, including any proposals related thereto, of (i) Common Shares (other than in accordance with the current terms of Options outstanding as of December 6, 2009 in accordance with their terms as publicly disclosed prior to December 6, 2009), options or other securities of IRC to any person other than a wholly-owned Subsidiary of IRC or (ii) securities convertible into, or rights, warrants or options to acquire, any such Common Shares or other convertible securities, in each case subsequent to December 6, 2009;

    (ii)
    any incurrence of material debt (including by way of guaranteeing the indebtedness of any person) or project financing or material steps in furtherance of the foregoing, any acquisition from a third party of material assets or of securities by IRC or any of its Subsidiaries, or the making or committing to make any capital expenditure by IRC or any of its Subsidiaries not in the ordinary course of business and consistent with past practice;

    (iii)
    acquiring, redeeming or otherwise causing a reduction in the number of, or authorizing or proposing the acquisition, redemption or other reduction in the number of, outstanding Common Shares or other securities of the Company or any of its Subsidiaries;

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      (iv)
      waiving, releasing, granting, transferring any right of material value under or amending any Material Contract;

      (v)
      entering into any Material Contracts other than in the ordinary course of business consistent with past practice;

      (vi)
      entering into any transaction or series of transactions, or agreement in respect thereof, pursuant to which IRC or any of its Subsidiaries acquire any assets, or interests therein, with either a value or aggregate purchase price that exceeds $10 million;

      (vii)
      any change to IRC's articles of incorporation or by-laws or the Shareholder Rights Plan (other than the waiver of the Shareholder Rights Plan in respect of the Offer);

      (viii)
      any failure to file or furnish, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished with any Governmental Entity of competent jurisdiction in compliance with the applicable requirements of such Governmental Entity; and

      (ix)
      any proposal, plan or intention to do any of the foregoing, either publicly announced or communicated by or to IRC, or any agreement to engage in any of the foregoing;

    (l)
    the Offeror shall have determined, in its sole discretion, that none of IRC, any of its Subsidiaries or any other party shall have taken any action or authorized, recommended, proposed or announced the intention to take any action, with respect to any agreement, proposal, offer or understanding relating to any sale, disposition or other dealing with any of the assets of IRC or any of its Subsidiaries other than in the ordinary course of business consistent with past practice (other than any such sale, disposition or other dealing between IRC and any wholly-owned Subsidiary of IRC);

    (m)
    the Offeror shall not have become aware of any untrue statement of material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings prior to the date of the Offer in relation to all matters covered in earlier filings), in any document filed by or on behalf of IRC or any of its Subsidiaries with any Securities Regulatory Authorities, including, without limitation, any annual information form, financial statement, material change report, press release or management proxy circular or in any document so filed or released by IRC or its Subsidiaries to the public, which is or may be a Material Adverse Effect;

    (n)
    no dividends or other distributions shall have been declared or paid or otherwise made in respect of the outstanding Common Shares on or subsequent to December 6, 2009; and

    (o)
    the Offeror shall have determined, in its sole discretion, that (i) none of IRC, any of its Subsidiaries or any other party shall have, on or subsequent to December 6, 2009, entered into, adopted, established, modified or terminated any pension plan, employee benefit plan, change in control, severance compensation or similar agreement, arrangement or plan with any directors, officers, employees or consultants of IRC or any of its Subsidiaries, or made any proposal or plan to do any of the foregoing; (ii) there shall not have occurred, on or subsequent to December 6, 2009, any change in the compensation paid by IRC or its Subsidiaries to their directors, officers, employees or consultants, including the granting of additional stock options, share appreciation rights, deferred share units, bonuses, awards or increased benefits, or in the circumstances under which such compensation would be payable, including as a result of or in connection with the transactions contemplated by the Offer; and (iii) IRC shall have publicly disclosed all material terms of any agreement or arrangement with its directors, officers or employees with respect to change of control or severance arrangements, including the amount of any severance or termination payments payable thereunder.

The foregoing conditions are for the sole benefit of the Offeror and may be asserted by the Offeror at any time, regardless of the circumstances giving rise to any such assertion, including any action or inaction by the Offeror. The Offeror may waive any of the foregoing conditions, in whole or in part, at any time and from time to time, without prejudice to any other rights which the Offeror may have. The failure by the Offeror at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right

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with respect to particular facts and other circumstances will not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time by the Offeror. Any determination by the Offeror concerning any event or other matter described in the foregoing conditions will be final and binding upon all parties.

Any waiver of a condition or the termination or withdrawal of the Offer shall be effective upon written notice or other communication confirmed in writing by the Offeror to that effect, to the Depositary at its office in Toronto, Ontario, Canada. Forthwith after giving any such notice, the Offeror will make a public announcement of such waiver or withdrawal, cause the Depositary, if required by law, as soon as practicable thereafter to notify the Shareholders in the manner set forth in Section 11 of the Offer, "Notice," and provide a copy of the aforementioned public announcement to the TSX. If the Offer is withdrawn, the Offeror shall not be obligated to take up or pay for any Common Shares deposited under the Offer, and the Depositary will promptly return all certificates representing deposited Common Shares, Letters of Transmittal, Notices of Guaranteed Delivery and related documents to the parties by whom they were deposited at the Offeror's expense as described in Section 8 of the Offer, "Return of Common Shares".


5.     VARIATION OF TERMS OR CHANGE IN INFORMATION IN THE OFFER OR CIRCULAR

The Offer will be open for acceptance until the Expiry Time, unless extended or withdrawn by the Offeror.

The Offeror reserves the right, in its sole discretion, at any time and from time to time prior to or at the Expiry Time (or otherwise as permitted by applicable law), to extend the Offer by fixing a new Expiry Time or to otherwise vary the terms of the Offer, in each case by giving written notice or other communication confirmed in writing of such extension or variation to the Depositary at its office in Toronto, Ontario, Canada. The Offeror, after giving any such notice or communication, shall promptly issue and file a press release regarding such extension or variation, shall cause the Depositary as soon as practicable thereafter to provide a notice of extension or variation in the required form in the manner set forth in Section 11 of the Offer, "Notice", to all Shareholders whose Common Shares have not been taken up before the date of the extension or variation and all holders of Options and shall provide a copy of the notice of extension or variation to the TSX and the AMEX. Any notice of extension or variation will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated in writing to the Depositary at its office in Toronto, Ontario, Canada. Notwithstanding anything to the contrary herein, the Offeror will not amend the Offer in a manner which would alter the withdrawal rights of the Shareholders or shorten the Offer Period.

Notwithstanding the foregoing but subject to applicable law, the Offer may not be extended by the Offeror if all of the terms and conditions of the Offer have been complied with or waived, unless the Offeror first takes up all Common Shares then deposited under the Offer and not withdrawn.

Under Securities Laws, where the terms of the Offer are varied (except a variation consisting solely of a waiver of a condition and any extension of the Offer resulting from the waiver), the Offer Period will not expire before ten days after the notice of such variation has been sent to Shareholders, unless otherwise permitted by applicable law and subject to abridgement or elimination of that period pursuant to such orders as may be granted by applicable Securities Regulatory Authorities.

If at any time prior to the Expiry Time, or at any time after the Expiry Time but before the expiry of all rights to withdraw the Common Shares deposited under the Offer, a change occurs in the information contained in the Offer or the Circular, each as may be varied or amended from time to time, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror), the Offeror will promptly give written notice of such change to the Depositary at its office in Toronto, Ontario, Canada, and will cause the Depositary to provide a notice of change in the required form in the manner set forth in Section 11 of the Offer, "Notice" to all Shareholders whose Common Shares have not been taken up pursuant to the Offer before the date of the change and all holders of Options. The Offeror will also promptly issue and file a news release regarding the change in information and file a copy of the notice of change with the Securities Authorities. Any notice of change in information will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its office in Toronto, Ontario, Canada.

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If, on or after December 6, 2010, IRC should declare or pay or make any cash dividends, distributions or payments with respect to Common Shares which are payable or distributable to the Shareholders of record on a date prior to the transfer into the name of the Offeror or its nominees or transferees on the transfer register maintained by or on behalf of IRC, the aggregate Offer Price payable by the Offeror pursuant to the Offer will be reduced by the aggregate amount of any such cash dividends, distributions or payments. See Section 9 of the Offer, "Changes in Capitalization, Dividends, Distributions and Liens".

During any such extension or in the event of any such variation or change in information, all Common Shares deposited and not taken up or withdrawn will remain subject to the Offer and may be taken up by the Offeror in accordance with the terms hereof, subject to Section 7 of the Offer, "Withdrawal of Deposited Common Shares". An extension of the Offer Period, a variation of the Offer or a change in information does not constitute a waiver by the Offeror of its rights under Section 4 of the Offer, "Conditions of the Offer".

If the consideration being offered for the Common Shares under the Offer is increased prior to the expiry of the Offer, the increased consideration will be paid to all depositing holders of the Common Shares whose Common Shares are taken up under the Offer without regard to the time at which such Common Shares are taken up by the Offeror.


6.     TAKE UP AND PAYMENT FOR DEPOSITED COMMON SHARES

If all the terms and conditions of the Offer have been complied with or waived by the Offeror at or prior to the Expiry Time, the Offeror shall take up and pay for all of the Common Shares validly deposited under the Offer, and not properly withdrawn pursuant to Section 7 of the Offer, "Withdrawal of Deposited Common Shares", not later than ten days after the Expiry Time. The Offeror shall pay for Common Shares that it has taken up as soon as possible, and in any event not later than the earlier of three Business Days after the Common Shares are taken up and ten days after the Expiry Time. Any Common Shares deposited pursuant to the Offer after the first date on which Common Shares have been taken up by the Offeror will be taken up and paid for within ten days of such deposit.

Subject to applicable law, the Offeror expressly reserves the right in its sole discretion to delay taking up or paying for any Common Shares or to terminate the Offer and not take up or pay for any Common Shares if any condition specified in Section 4 of the Offer, "Conditions of the Offer", is not complied with or waived by the Offeror, in whole or in part, by giving written notice thereof or other communication confirmed in writing to the Depositary at its principal office in Toronto, Ontario, Canada. The Offeror also expressly reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up or paying for Common Shares in order to comply, in whole or in part, with any applicable law. The Offeror will not, however, take up and pay for any Common Shares deposited under the Offer unless the Offeror simultaneously takes up and pays for all Common Shares then validly deposited under the Offer. The Offeror will be deemed to have taken up and accepted for payment Common Shares validly deposited and not withdrawn pursuant to the Offer if, as and when the Offeror gives written notice or other communication confirmed in writing to the Depositary at its principal office in Toronto, Ontario, Canada of its acceptance for payment of such Common Shares pursuant to the Offer and as required by applicable laws.

The Offeror will pay for Common Shares that have been taken up under the Offer by providing the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) for delivery to Shareholders who have tendered and not withdrawn their Common Shares under the Offer. Under no circumstances will interest accrue or be paid by the Offeror or the Depositary to Persons depositing Common Shares on the Offer Price payable in respect of such Common Shares, regardless of any delay in making such payment.

The Depositary will act as the agent of Persons who have deposited Common Shares in acceptance of the Offer for the purposes of receiving payment from the Offeror and transmitting payment to such Persons, and receipt of payment by the Depositary will be deemed to constitute receipt of payment by Shareholders who have deposited and not withdrawn their Common Shares pursuant to the Offer.

Settlement will be made by the Depositary issuing or causing to be issued a cheque payable in Canadian funds to which a Person depositing Common Shares is entitled. Unless otherwise directed by the Letter of Transmittal,

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the cheque will be issued in the name of the registered holder of the deposited Common Shares. Unless the Person depositing the Common Shares instructs the Depositary to hold the cheque for pick-up by checking the appropriate box in the Letter of Transmittal, cheques will be forwarded by first class insured mail to such Person at the address specified in the Letter of Transmittal. If no address is specified, cheques will be forwarded to the address of the Shareholder as shown on the registers of security holders maintained by IRC. Cheques mailed in accordance with this paragraph will be deemed to be delivered at the time of mailing. Pursuant to applicable law, the Offeror may, in certain circumstances, be required to make withholdings from the amount otherwise payable to a Shareholder.

Depositing Shareholders will not be obligated to pay any brokerage fees or commissions if they accept the Offer by depositing their Common Shares directly with the Depositary. See Section 17 of the Circular, "Depositary".


7.     WITHDRAWAL OF DEPOSITED COMMON SHARES

Except as otherwise stated in this Section 7 of the Offer, all deposits of Common Shares pursuant to the Offer are irrevocable. Unless otherwise required or permitted by applicable law, any Common Shares deposited in acceptance of the Offer may be withdrawn by or on behalf of the depositing Shareholder:

    (a)
    at any time before the Common Shares have been taken up by the Offeror;

    (b)
    at any time before the expiration of ten days from the date upon which:

    (i)
    a notice of change relating to a change which has occurred in the information contained in the Offer or the Circular, each as may be varied or amended from time to time, which change would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror) in the event that such change occurs prior to the Expiry Time or after the Expiry Time but before the expiry of all rights to withdraw the Common Shares deposited under the Offer; or

    (ii)
    a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting solely of an increase in the consideration offered for the Common Shares and an extension of the time for deposit to not later than 10 days after the date of notice of variation and/or a variation in the terms of the Offer consisting solely of a waiver of one or more of the conditions of the Offer);

      is mailed, delivered or otherwise properly communicated, but only if such deposited Common Shares have not been taken up by the Offeror before the date of the notice of change or notice of variation, as the case may be, and subject to abridgement of that period pursuant to such order or orders as may be granted by the Courts or Securities Regulatory Authorities; or

    (c)
    if the Common Shares have not been paid for by the Offeror within three Business Days after having been taken up.

If the Offeror waives any terms or conditions of the Offer and extends the Offer in circumstances where the rights of withdrawal set forth in Section 7(b) above are applicable, the Offer shall be extended without the Offeror first taking up the Common Shares that are subject to the rights of withdrawal.

Withdrawals of Common Shares deposited to the Offer must be effected by a written notice of withdrawal made by or on behalf of the depositing Shareholder to the Depositary at the place of deposit of the applicable Common Shares and must be received by the Depositary within the time limits indicated above. Notice of withdrawal must: (a) be made by a method, including a manually executed facsimile transmission, that provides the Depositary with a written or printed copy; (b) be signed by the Person who signed the Letter of Transmittal accompanying, or the Notice of Guaranteed Delivery in respect of, the Common Shares that are to be withdrawn; and (c) specify such Person's name, the number of Common Shares to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the Common Shares to be withdrawn. The withdrawal will take effect upon receipt by the Depositary of the properly completed notice of withdrawal. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in a Letter of Transmittal (as described in the instructions set out in the Letter of Transmittal), except in the case of Common Shares deposited for the account of an Eligible Institution. If the Common Shares

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have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer, "Manner of Acceptance", any notice of withdrawal must specify the name and number of the account at the Depositary to be credited with the withdrawn Common Shares. None of the Offeror, the Depositary or any other Person will be under any duty to give notice of any defect or irregularity in any notice of withdrawal or shall incur any liability for failure to give such notice.

Withdrawals may not be rescinded and any Common Shares withdrawn will thereafter be deemed to be not validly deposited for purposes of the Offer. However, withdrawn Common Shares may be re-deposited at any time at or prior to the Expiry Time by again following one of the procedures described in Section 3 of the Offer, "Manner of Acceptance".

If the Offeror is delayed in taking up or paying for Common Shares or is unable to take up or pay for Common Shares for any reason, then, without prejudice to the Offeror's other rights, Common Shares may not be withdrawn except to the extent that depositing Shareholders are entitled to withdrawal rights as set forth in this Section 7 or pursuant to applicable laws.

In addition to the foregoing rights of withdrawal, Shareholders in certain provinces and territories of Canada are entitled to statutory rights of rescission or to damages, or both, in certain circumstances. See Section 20 of the Circular, "Statement of Rights".

The Offeror is entitled, in its sole discretion, to make a final and binding determination of all questions relating to the validity, form, eligibility (including timely receipt) and acceptance of any notice of withdrawal of Common Shares. The Offeror reserves the right to waive any defect in or irregularity in any notice of withdrawal with respect to any Common Shares. There will be no duty or obligation on the Offeror, the Depositary, the Dealer Managers or the Information Agent or any other Person to give notice of any defect or irregularity in any deposit or notice of withdrawal, and no liability will be incurred by any of them for failure to give any such notice.


8.     RETURN OF COMMON SHARES

If (a) any deposited Common Shares (including the associated SRP Rights) are not taken up and paid for by the Offeror under the Offer for any reason whatsoever, or (b) if fewer than the total number of Common Shares (including the associated SRP Rights) evidenced by any Share Certificate(s) and, if applicable, Rights Certificate(s) are deposited by the Shareholder pursuant to the Offer, Share Certificate(s) and, if applicable, Rights Certificate(s) representing Common Shares (including the associated SRP Rights) will be returned at the Offeror's expense by either (x) returning the Share Certificate(s) and, if applicable, the Rights Certificate(s) representing the deposited Common Shares (including the associated SRP Rights) together with any other relevant documents not purchased by the Offeror, or (y) sending new Share Certificate(s) and, if applicable, Rights Certificate(s) for the number of Common Shares (including the SRP Rights) not deposited by the Shareholder, in each case to the depositing Shareholder as soon as practicable after the Expiry Time. The Share Certificate(s) and, if applicable, the Rights Certificate(s) and other relevant documents will be forwarded by first class insured mail in the name of and to the address of the depositing Shareholder specified in the Letter of Transmittal or, if no such name or address is so specified, then in such name and to such address of such Shareholder as shown on the registers maintained by IRC, as soon as practicable following the Expiry Time or withdrawal or termination of the Offer.


9.     CHANGES IN CAPITALIZATION, DIVIDENDS, DISTRIBUTIONS AND LIENS

If, on or after the Offer Commencement Date, IRC should subdivide or consolidate the Common Shares or otherwise change any of the Common Shares or its capitalization, or shall disclose that it has taken or intends to take any such action, then the Offeror may, in its sole discretion, and without prejudice to its rights under Section 4 of the Offer, "Conditions of the Offer", make such adjustments as it considers appropriate to the terms of the Offer (including, without limitation, the type of securities offered to be purchased and the amounts payable therefor) to reflect any such subdivision, consolidation or other change.

Common Shares acquired pursuant to the Offer shall be transferred by the Shareholder and acquired by the Offeror free and clear of all liens, restrictions, charges, encumbrances, claims and equities and together with all

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rights and benefits arising therefrom, including the right to any and all dividends, distributions, payments, securities, rights (including SRP Rights), assets or other interests (other than the cash dividends, distributions or payments in respect of which the Offer Price payable by the Offeror has been reduced as described below) which may be declared, paid, distributed, issued, made or transferred on or in respect of the Common Shares on or after December 6, 2009. If, on or after December 6, 2009, IRC should declare, pay or make any dividend, or make any other distribution on or issue any rights with respect to any of the Common Shares which is or are payable or distributable to the Shareholders of record on a date prior to the transfer into the name of the Offeror or its nominees or transferees on the transfer register maintained by or on behalf of IRC in respect of Common Shares accepted for purchase pursuant to the Offer, then: (a) in the case of cash dividends, distributions or payments, in the event the Offeror elects to waive its condition with respect thereto as described in clause (n) of Section 4 of the Offer, "Conditions of the Offer", the aggregate Offer Price payable by the Offeror pursuant to the Offer will be reduced by the aggregate amount of any such cash dividends, distributions or payments, and (b) in the case of any non-cash dividends, distributions, payments, securities, rights, assets or interests, in the event the Offeror elects to waive its condition with respect thereto as described in clause (n) of Section 4 of the Offer, "Conditions of the Offer", the whole of any such non-cash dividends, distributions, payments, securities, rights, assets or other interests will be received and held by the depositing Shareholder for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing Shareholder to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such non-cash dividends, distributions, payments, securities, rights, assets or other interests and may withhold the entire Offer Price payable by the Offeror pursuant to the Offer or deduct from the Offer Price payable by the Offeror pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion.


10.   MAIL SERVICE INTERRUPTION

Notwithstanding the other provisions of the Offer Documents, cheques issued in consideration for Common Shares purchased pursuant to the Offer and certificates representing Common Shares (or Rights Certificates, if applicable) to be returned will not be mailed if the Offeror determines, in its sole discretion, that delivery thereof by mail may be delayed. Persons entitled to cheques and certificates representing Common Shares (or Rights Certificates, if applicable) which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the deposited certificates representing Common Shares in respect of which such cheques are being issued were deposited upon application to the Depositary until such time as the Offeror has determined that delivery by mail will no longer be delayed. Notice of any determination by the Offeror not to mail as a result of mail service delay or interruption will be given in accordance with Section 11 of the Offer, "Notice". Notwithstanding Section 6 of the Offer, "Take Up and Payment for Deposited Common Shares", the deposit of cheques with the Depositary for delivery to depositing Shareholders in such circumstances shall constitute delivery to the Persons entitled thereto and the Common Shares shall be deemed to have been paid for immediately upon such deposit.


11.   NOTICE

Without limiting any other lawful means of giving notice, any notice which may have been given or caused to be given by the Offeror or the Depositary under the Offer will be deemed to have been properly given if it is mailed by first class mail, postage prepaid or sent by pre-paid courier to the registered Shareholders at their addresses as shown on the registers maintained by IRC and will be deemed to have been received on the first day following the date of mailing or sending by courier which is a Business Day. These provisions apply notwithstanding any accidental omission to give notice to any one or more Shareholders and notwithstanding any interruption of postal service in Canada or the United States following mailing. In the event of any interruption of mail service following mailing, the Offeror intends to make reasonable efforts to disseminate the notice by other means, such as publication. Except as otherwise required or permitted by law, if post offices in Canada or the United States or elsewhere are not open for the deposit of mail or there is reason to believe that there is or could be a disruption in all or part of the postal service, any notice which the Offeror or the Depositary may give or cause to be given under the Offer, except as otherwise provided herein, will be deemed to have been properly given and to have been received by Shareholders, if: (i) it is given to the TSX for dissemination through its facilities; (ii) it is published once in the national edition of The Globe and Mail, provided that if the national edition of The

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Globe and Mail is not being generally circulated, publication thereof shall be made in any other daily newspaper of general circulation published in the city of Toronto, Ontario, and in La Presse; and (iii) it is distributed through the facilities of Canada Newswire.

The Offer and the Circular and accompanying Letter of Transmittal and Notice of Guaranteed Delivery will be mailed to registered Shareholders (and to registered holders of securities exercisable for or convertible into Common Shares, including the holders of Options) and the Offeror will use reasonable efforts to furnish such documents to brokers, investment advisors, banks and similar Persons whose names, or the names of whose nominees, appear in the register maintained by or on behalf of IRC in respect of the Common Shares or, if security position listings are available, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to the beneficial owners of Common Shares where such listings are received.

Wherever the Offer calls for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at the office of the Depositary set forth in the Letter of Transmittal or Notice of Guaranteed Delivery, as applicable. Wherever the Offer calls for documents to be delivered to a particular office of the Depositary, such documents will not be considered delivered unless and until they have been physically received at that particular office at the address provided in the Letter of Transmittal or Notice of Guaranteed Delivery, as applicable.


12.   MARKET PURCHASES OF COMMON SHARES

Except as set forth below, the Offeror reserves the right to, and may, acquire or cause an affiliate to acquire beneficial ownership of Common Shares by making purchases through the facilities of the TSX at any time, and from time to time, prior to the Expiry Time subject to and in accordance with Securities Laws. In no event will the Offeror make any such purchases of Common Shares through the facilities of the TSX until the third Business Day following the Offer Commencement Date. The aggregate number of Common Shares acquired in this manner will not exceed 5% of the Common Shares outstanding on the Offer Commencement Date and the Offeror will issue and file a press release containing the information prescribed by law immediately after the close of business of the TSX on each day on which such Common Shares have been purchased. Applicable U.S. securities laws do not permit the Offeror to purchase Common Shares outside of the Offer. The Offeror currently intends to seek such relief as may be required to permit the Offeror to purchase, or cause an affiliate to purchase, Common Shares outside the Offer. Regardless of whether such relief is granted, the Offeror will not purchase Common Shares in the United States other than pursuant to the Offer. Also see Section 14 of the Circular, "Regulatory Matters — Securities and Exchange Commission Relief".

Although the Offeror has no current intention to sell Common Shares purchased under the Offer, it reserves the right, subject to applicable laws, to make or enter into an arrangement, commitment or understanding during the Offer Period to sell any of such Common Shares after the Offer Period.


13.   OTHER TERMS

The Offer and all contracts resulting from the acceptance of the Offer shall be governed by and construed in accordance with the laws of the Province of Ontario and all laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario and the courts of appeal therefrom.

No Person has been authorized to give any information or to make any representation on behalf of the Offeror or its affiliates other than as contained in the Offer and the Circular, and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror. No broker, dealer or other Person shall be deemed to be the agent of the Offeror, the Depositary, the Dealer Managers or the Information Agent for the purposes of the Offer. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, the Offer shall be made on behalf of the Offeror by brokers or dealers licensed under the laws of such jurisdiction.

The Offeror reserves the right to transfer to one or more affiliates of the Offeror the right to purchase all or any portion of the Common Shares deposited under the Offer, but such transfer will not relieve the Offeror of its obligations under the Offer and will in no way prejudice the rights of Persons depositing Common Shares to

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receive payment for Common Shares validly deposited and accepted for payment under the Offer. In addition, the Offeror reserves the right to sell, following completion of the Offer, to one or more persons affiliated or associated with it or to third persons, any portion of the Common Shares acquired under the Offer.

The Offeror is entitled, in its sole discretion, to make a final and binding determination of all questions relating to the interpretation of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery (collectively, the " Offer Documents ") (including, without limitation, the satisfaction or non-satisfaction of any condition), the validity, form, eligibility (including timely receipt) and acceptance of any Common Shares and accompanying documents deposited pursuant to the Offer and any notice of withdrawal of Common Shares, the due completion of the Letter of Transmittal or the Notice of Guaranteed Delivery. The Offeror reserves the absolute right to reject any and all deposits which the Offeror determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. The Offeror reserves the right to waive any defect in or irregularity in any deposit or notice of withdrawal with respect to any Common Share and the accompanying documents or any particular Shareholder or to permit the Offer to be accepted in any manner other than as set out in the Offer. There will be no duty or obligation on the Offeror, the Depositary, the Dealer Managers or the Information Agent or any other Person to give notice of any defect or irregularity in any deposit or notice of withdrawal, and no liability will be incurred by any of them for failure to give any such notice.

This document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to IRC Shareholders in any such jurisdiction.

The Offer and the accompanying Circular and the other documents referred to above constitute the take-over bid circular required under Securities Laws with respect to the Offer.

Dated: December 14, 2009

 

7293275 CANADA INC.   FRANCO-NEVADA CORPORATION

By:

 

(Signed) David Harquail
Chief Executive Officer

 

By:

 

(Signed) David Harquail
Chief Executive Officer

 

The provisions of the Glossary, Summary, Circular, Letter of Transmittal and Notice of Guaranteed Delivery accompanying the Offer, including the instructions contained therein, as applicable, form part of the terms and conditions of the Offer.

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CIRCULAR

The following information in this Circular is provided in connection with the Offer made by the Offeror dated December 14, 2009 to purchase all of the Common Shares, including the Common Shares which become outstanding upon the exercise, conversion, exchange or settlement of the Options. The terms, conditions and provisions of the Offer Documents are incorporated into and form part of this Circular and collectively constitute the take-over bid circular of the Offeror. Certain terms used in this Circular are defined in the Glossary. Shareholders should refer to the Offer Documents for details of the terms and conditions of the Offer.

The information concerning IRC contained in the Offer Documents has been taken from, or is based upon, publicly available documents or records on file with Securities Regulatory Authorities and other public sources. Although the Offeror has no reason to doubt the accuracy of IRC's public filings or the information obtained from other public sources, it is not in a position to independently assess or verify the information in IRC's publicly filed documents and in other public sources. The Offeror does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such documents, records and information, or for any failure by IRC to disclose publicly events or facts that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to the Offeror.


1.     THE OFFEROR AND FRANCO-NEVADA

The Offeror

The Offeror is a corporation incorporated on December 9, 2009 under the laws of Canada. It was created solely for the purpose of making offers for the Common Shares and has not otherwise carried on any material business or activity.

The Offeror's principal and registered offices are located at Suite 740, Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1E4.

Franco-Nevada

Franco-Nevada was incorporated under the laws of Canada on October 17, 2007 and was amalgamated with Franco-Nevada Canada Corporation, its wholly-owned subsidiary, on January 1, 2008.

Franco-Nevada is a gold focused royalty company with additional interests in platinum group metals, oil & gas and other assets. The majority of revenues are generated from a diversified portfolio of properties in the United States, Canada and Australia. The portfolio includes over 300 royalties covering properties in operation, advanced properties at the permitting, feasibility or advanced exploration stages, early stage exploration interests and other assets. Franco-Nevada is the leading gold royalty company by gold revenues, number of gold royalty interests and by free cash flow margins.

The head office of Franco-Nevada is located at Suite 740, Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1E4.


2.     IRC

General

IRC was incorporated under the Business Corporations Act (Yukon) on May 7, 2003 by registration of its articles of incorporation with the Yukon Department of Community Services Consumer and Safety Services, Corporate Affairs. On November 12, 2004, the Company was continued under the Canada Business Corporations Act . IRC's head office is located at 10 Inverness Drive East, Suite 104, Englewood, Colorado 80112, and its registered office is located at 3400 First Canadian Centre, 7th Avenue SW, Calgary, Alberta, Canada, T2P 3N9.

IRC owns 100% of the outstanding shares of IRC (U.S.) Management Inc., which was incorporated pursuant to the laws of Colorado, United States, and also owns 100% of the outstanding shares of IRC Nevada Inc., which was incorporated pursuant to the laws of Nevada, United States, for the purpose of the acquisition of royalty interests on properties in the United States. On February 22, 2005, the Company completed the acquisition of 100% of the common shares of Archean Resources Ltd. (" Archean "), a Newfoundland and Labrador

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corporation. Archean owns 100% of Voisey's Bay Holding Corporation, a Newfoundland and Labrador corporation, which owns 99.99% of Canadian Mineral Royalties Limited Partnership (" CMRLP ") which is the general partner and 89.99% owner of Labrador Nickel Royalty Limited Partnership, an Ontario limited partnership. IRC owns the remaining 0.01% of CMRLP. The head office of each of these subsidiaries of IRC is located at 10 Inverness Drive East, Suite 104, Englewood, Colorado 80112.

IRC was incorporated for the purpose of acquiring and creating natural resource royalties with a specific emphasis on mineral royalties. IRC has acquired a royalty portfolio diversified over five continents and fifteen countries, including seventeen different commodities. The portfolio includes royalties on forty-eight exploration stage properties, twenty-one in the feasibility stage, five in the development stage, and nine currently in production (including two placed on care and maintenance by the operator). Economically, the primary minerals in the portfolio are nickel, copper, gold and cobalt.

The Common Shares trade on the facilities of the TSX under the symbol "IRC-T" and on the AMEX under the symbol "ROY". IRC is a reporting issuer in each of the provinces of Canada.

Capital Structure of IRC

The authorized capital of IRC is comprised of an unlimited number of Common Shares. As at September 30, 2009, 94,695,356 Common Shares were issued and outstanding. As at December 31, 2008, 6,195,500 Common Shares were issuable pursuant to the exercise of outstanding Options. To the knowledge of the Offeror, there are no other issued and outstanding securities of IRC convertible into or exchangeable for Common Shares.

Price Ranges and Trading Volumes of Common Shares

The Common Shares are listed and posted for trading on the TSX and the AMEX.

The following table sets forth the reported high and low sales prices and the cumulative volume of trading of the Common Shares on the TSX for the periods indicated:

 
  Price Range ($)    
 
Period
  High   Low   Trading Volume  

2009

                   

June

  $ 4.35   $ 3.53     7,340,257  

July

  $ 3.99   $ 3.18     3,228,827  

August

  $ 4.19   $ 3.56     1,622,301  

September

  $ 4.85   $ 3.86     2,488,354  

October

  $ 4.68   $ 3.97     1,580,454  

November

  $ 4.60   $ 3.99     2,339,169  

December 1 - 11

  $ 7.24   $ 4.28     26,703,059  

The following table sets forth the reported high and low sales prices and the cumulative volume of trading of the Common Shares on the AMEX for the periods indicated:

 
  Price Range (US$)    
 
Period
  High   Low   Trading Volume  

2009

                   

June

  US$ 3.89   US$ 3.05     585,000  

July

  US$ 3.71   US$ 2.72     583,800  

August

  US$ 3.90   US$ 3.26     472,300  

September

  US$ 4.50   US$ 3.51     856,100  

October

  US$ 4.46   US$ 3.69     527,000  

November

  US$ 4.28   US$ 3.75     439,600  

December 1 - 11

  US$ 6.86   US$ 4.10     1,558,700  

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