Canadian Royalties Inc.: Canadian Royalties' Shareholder Rights Plan Works to Ensure Permitted Bids

Published in House and Home on Monday, September 28th 2009 at 15:00 GMT by Market Wire
^{🞛 This publication is a summary or evaluation of another publication}

MONTREAL, QUEBEC--(Marketwire - Sept. 28, 2009) - Canadian Royalties Inc. (the "Company", or "Canadian Royalties")(TSX:CZZ) is pleased to report that its shareholder rights plan (the "Rights Plan") has already forced Jien Canada Mining Ltd. ("Jien"), Jilin Jien Nickel Industry Co., Ltd., Jien International Investment Ltd. and Goldbrook Ventures Inc. to make "Permitted Bids" under the terms of the Rights Plan. Jien has amended its offers to acquire all of the issued and outstanding common shares of the Company and all of the 7% Convertible Senior Unsecured Debentures due March 31, 2015 (the "Jien Offers") to, among other things, extend the expiry of the Jien Offers to 5:00 p.m. (Toronto time) on October 15, 2009 and otherwise be "Permitted Bids".

The Company reminds shareholders of their meeting on September 30, 2009 to consider the ratification of the Rights Plan. The Company is pleased that RiskMetrics Group, Canada's leading independent proxy firm, has joined the Board of Directors of the Company in recommending that shareholders vote FOR ratification of the Rights Plan. It is essential that the Rights Plan be ratified in order to ensure that the Jien Offers continue to meet the standards of "Permitted Bids".

Glenn Mullan, Chief Executive Officer and Chairman of the Board of Directors, stated, "We are pleased that the Rights Plan has already been effective in ensuring that offers made are "Permitted Bids" that provide the Company with sufficient time to respond to offers and review the range of alternatives. We are grateful to our shareholders for the indications of strong support for Canadian Royalties, its process and Rights Plan. The Company is working with interested parties to put the range of alternatives before securityholders as soon as possible."

In addition, Jien's press releases dated September 16, 2009 included a number of statements which Canadian Royalties corrects below:

- the Company and Board of Directors refute the claim of "tremendous support from Canadian Royalties' securityholders" for the Jien Offers. Jien has failed to make public the tender results it received on September 15, 2009, the initial expiry date of the Jien Offers. The best information available to the Company indicates that there was no meaningful interest in the opportunistic Jien Offers and thus the proponents of the offer chose not to disclose the tender results.

- despite assertions from Jien, the offers do not "reflect full and fair value for Canadian Royalties". As described in the Directors' Circular of Canadian Royalties dated August 25, 2009, the Jien Offers substantially undervalue Canadian Royalties, fail to recognize the strategic value of the Nunavik Nickel Project, rely on highly opportunistic timing to take advantage of market conditions and commodity prices, do not reflect an adequate change of control premium and are financially inadequate.

- the assertion that Canadian Royalties has had "sufficient time to seek strategic alternatives" is false and fails to recognize the importance of our Rights Plan. The Board of Directors of Canadian Royalties determined that a minimum of a 60-day period was required to canvas alternatives. That work commenced promptly on our receiving notice of the Jien Offers. We are currently engaged in productive discussions with parties interested in making proposals to Canadian Royalties. This is exactly the process our Rights Plan was adopted to support. In their own materials, Jien admits to taking 300 days to evaluate and timed their proposal for maximum advantage to them and maximum disadvantage to our securityholders; there is no reason Canadian Royalties should not use 60 days to surface alternatives.

- Jien believes securityholders should accept their proposal because Canadian Royalties' share price has underperformed, rather than admitting that they seek to take advantage of commodity and market price lows to disadvantage shareholders.

- Jien misconstrues Canadian Royalties' project obligations. Jien states that Canadian Royalties will be required to "account for well over $5 million dollars (sic) in exploration/development fees and expenditures or make cash-in-lieu payments just to maintain its mineral tenures..." In fact, Canadian Royalties will only be required to make approximately Cdn.$250,000 in claim renewal fees and exploration/development expenditures over the next year on the Nunavik Nickel Project. Perhaps Jien's lack of understanding of the project and its economics, the Quebec Mining Act and Regulations, and mining title renewal procedures and obligations is a factor in the failure to properly value Canadian Royalties.

About Canadian Royalties and the Nunavik Nickel Project

Canadian Royalties, based in Val-d'Or - Quebec, is a mineral exploration company whose principal active area is along the South Trend located in the Raglan mining district of Northern Quebec's Nunavik Region. Since 2001, the Company has discovered and delineated several potentially mineable nickel-copper-cobalt-platinum-palladium-gold deposits which collectively form the Nunavik Nickel Project (the "Project"). The Company has completed a Bankable Feasibility Study and has received its Environmental Certificate of Authorization; it has also received mine leases for four sites, namely the Ivakkak, Mequillon, Expo, and Mesamax deposits. An Impact and Benefits Agreement ("IBA") has been entered into between the Company, three (3) Inuit communities, and Makivik Corporation, the non profit legal representative of the Inuit; the IBA constitutes the Company's formal commitment to ensure a fair and sustainable distribution of the economic benefits stemming from the Project. Development of the Project was initiated in 2007; the Project was subsequently put on care and maintenance as a result of the 2008 financial crisis. The Company's objective is to develop and exploit the mineral resources comprising the Project either independently or through a partnership.

Forward-looking Statement

This news release contains certain forward-looking statements or forward-looking information. These forward-looking statements are subject to a variety of risks and uncertainties beyond the Company's ability and control, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements. Some of these risks and uncertainties are identified and disclosed under the heading "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2008. Accordingly, all of the forward-looking information contained in this press release is qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by the Company, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business operations,. All forward-looking statements speak only as of the date of this news release and the Company does not undertake any obligation to update or publicly disclose any revisions to such forward-looking statements to reflect events, circumstances or changes in expectations after the date hereof, except as required by applicable securities law. Accordingly, readers should not place undue reliance on forward-looking statements.