Significant SIR Royalty Income Fund Unitholder Agrees to Support Lembit Janes and Reconstitution of Board of Trustees

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Significant SIR Royalty Income Fund Unitholder Agrees to Support Lembit Janes and Reconstitution of Board of Trustees

Canada NewsWire

-Unitholders should vote their BLUE proxy by 9:00 p.m. (Toronto time) on Thursday, June 24, 2021

TORONTO, June 7, 2021 /CNW/ - Lembit Janes announces that Mr. William (Bill) Irvine, the second largest independent unitholder of SIR Royalty Income Fund (TSX: SRV.UN) (the "Fund"), has informed Mr. Janes that he will vote his BLUE proxy in favour of the proposals recommended by Mr. Janes at the annual general meeting of unitholders of the Fund to be held on June 29, 2021 (the "Meeting"). 

Based on publicly available information, Mr. Irvine beneficially owns or exercises control or direction over 1,033,317 units, representing approximately 12.34% of the outstanding units.

Mr. Irvine forwarded the following message to Mr. Janes and consented to its inclusion in this press release:

"My reasons for supporting you are straight forward. I have been a holder of units of the Fund since May 2008 and bought a lot of my units at around $10. I held them solely for the distributions. The decision by SIR Corp. and the trustees to stop paying any distributions was a mistake and favoured SIR Corp. over the interests of unitholders. This decision led to the dramatic fall in the stock price. For SIR Corp. to then take advantage of its own decision to stop distributions by trying to acquire the Fund at the ridiculously low price of $3.55 was wrong and unacceptable. Your determination to stop the SIR Corp. buyout and your support of the stock benefited all of the unitholders and I appreciate your leadership in trying to force the trustees to do the right thing. I am convinced that you and your nominees will help to enhance the value of our units."

Mr. Janes stated, "I am grateful to Bill and the other unitholders who have emailed or called me to let me know that they are supporting my campaign to reconstitute the board of trustees of the Fund. I am confident that with their support we will be successful at the June 29 meeting. As I have told many unitholders, my strong preference would be to reach a settlement with SIR Corp. and avoid this expensive fight, but a settlement is only possible if we can reach an agreement that ensures that the interests of all unitholders will be protected."

YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE VOTE NO LATER THAN 9 P.M. (TORONTO TIME) ON JUNE 24, 2021.

PLEASE SUBMIT THE BLUE PROXY USING ONE OF THE FOLLOWING METHODS:

Voting Method

Beneficial Unitholders

If your units are held with a broker, bank
or other intermediary in Canada

If your units are held with a broker, bank
or other intermediary in the U.S.

Internet


Visit www.proxyvote.com and enter
your 16-digit control number located
on your BLUE voting instruction form.

Visit www.proxyvote.com and enter
your 16-digit control number located
on your BLUE voting instruction form.

Telephone


Call 1-800-474-7493
and provide your 16 digit control
number located on your BLUE voting
instruction form.

Call 1-800-454-8683
and provide your 16 digit control
number located on your BLUE voting
instruction form.

Mail


Complete, date and sign your BLUE
voting instruction form and return it
using the postage paid envelope you
received.

Complete, date and sign your BLUE
voting instruction form and return it
using the postage paid envelope you
received.

If you do not have the BLUE voting instruction form with your unique control number, please contact your intermediary who may obtain your 16-digit control number representing the BLUE voting instruction form. For further assistance, unitholders may contact Laurel Hill Advisory Group at the coordinates below.

Unitholder Questions and Voting Assistance

Unitholders may contact Laurel Hill Advisory Group at 1-877-452-7184 (416-304-0211 outside North America) or email [email protected].

Additional Information

This disclosure is required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and Mr. Janes has filed an information circular under the Fund's profile at www.sedar.com containing, among other things, disclosure required under section 9.2(6) of NI 51-102 in respect of the Unitholder Nominees (as defined in the information circular) in accordance with securities laws applicable to public broadcast solicitations. Unitholders are strongly encouraged to review the information circular. Mr. Janes intends to solicit proxies by the mailing of the information circular and/or public broadcast.

This press release and any solicitation made by Mr. Janes in advance of the Meeting is, or will be, as applicable, made by Mr. Janes, and not by or on behalf of the management of the Fund. All costs incurred for any solicitation will be borne by Mr. Janes (directly or indirectly). Mr. Janes has entered into an agreement with Laurel Hill pursuant to which Laurel Hill has agreed to provide certain consulting and related services.

Any proxies solicited by Mr. Janes in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws will be conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, such solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by Mr. Janes or his associates or affiliates.

A registered unitholder who has given a proxy may revoke the proxy (i) by completing a proxy signed by the unitholder or by the unitholder's attorney authorized in writing bearing a later date and depositing it with the transfer agent of the Fund; (ii) by depositing an instrument of revocation in writing executed by the unitholder or by the unitholder's attorney authorized in writing: * at the head office of the Fund (namely, Suite 200, 5360 South Service Road, Burlington, Ontario L7L 5L1) at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, or (y) with the Chairperson at the Meeting, prior to the exercise of the proxy; or (iii) in any other manner permitted by law. A non–registered unitholder may revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered unitholder by its intermediary. Non-registered unitholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked. None of Mr. Janes, or, to his knowledge, any of his associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of the Fund's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect the Fund or any of its subsidiaries. None of Mr. Janes or, to its knowledge, any of his associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or  otherwise, in any matter to be acted upon at the Meeting, other than as set out herein.

Based on public disclosure documents, the Fund's principal and head office is located at 5360 South Service Road, Suite 200, Burlington, Ontario, L7L 5L1.

Mr. Janes has filed this press release, which contains the information required by section 9.2(4)(c) of NI 51-102, and an information circular which contains the information required by section 9.2(6) of NI 51-102 and Form 51-102F5 Information Circular in respect of the Unitholder Nominees, under the Fund's profile on SEDAR at www.sedar.com.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release, including statements regarding the reconstitution of the board of trustees of the Fund and the goal of Mr. Janes to protect the interests of the unitholders, contain "forward-looking statements" and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Mr. Janes believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include that the board of trustees of the Fund will be reconstituted by Mr. Janes at the Meeting, that there will be no further unplanned material changes to facilities, operations or customer and employee relations of SIR Corp. ("SIR") and that neither SIR nor the Fund will take any action to restrict rights currently held by unitholders. Mr. Janes cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Mr. Janes and there is no assurance that they will prove correct. Important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements include, among other things, the impact of the COVID-19 pandemic; breaches of material agreements entered into by SIR, the Fund or their respective affiliates; industry risk and other risks inherent in the running of the business of SIR and the Fund; legal proceedings and challenges to intellectual property rights; dependence of the Fund on the financial condition of SIR; and legislation and governmental regulation. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Mr. Janes' forward-looking statements. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond Mr. Janes' ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by Mr. Janes will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the Fund or SIR and their respective future results and performance. Forward-looking statements in this press release are based on Mr. Janes' beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Mr. Janes disavows and disclaims any obligation to do so, except as required by applicable law.

SOURCE Janes Acquisition Corp.

Cision View original content: http://www.newswire.ca/en/releases/archive/June2021/07/c3840.html

Copyright CNW Group 2021

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