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Early Exercise of Warrants

 

IRF European Finance Investments Ltd. (the 'Company' or 'IRF') announced today that the Company is offering (the 'Offer') the holders of all 43,452,006 outstanding, publicly traded warrants ('Warrants') the opportunity, for a limited time, to receive Common Shares on the terms set out below.

The Company is modifying the terms of the Warrants to temporarily: (i) increase the number of Common Shares to be received upon an exercise of a Warrant from 1 Common Share to 1.2 Common Shares on payment of $5.00 and (2) permit the exercise of a Warrant such that the holder will receive 1 Common Share for every 8.75 Warrants exchanged.  Warrant holders may use one or both methods of exercising Warrant for Common Shares.

The Offer will commence as of today and will continue for twenty business days, expiring on Thursday, 26 April 2007 at 5:00 pm London time (subject to extension at the Company's sole discretion).  Upon termination of the Offer, the Warrants will be exercisable in accordance with the terms as existed prior to the commencement of this Offer and the Warrants will expire not later than 14 November 2009.

'The purpose of the program is to simplify the Company's capital structure while simultaneously raising additional capital to take advantage of strategic market opportunities, otherwise outside of the Company's resources, and to repay debt incurred in connection with certain purchases' said Angeliki Frangou, Chairman
of IRF. 'This program is materially identical to the private program closed on 23 March 2007, which raised approximately $237.7 million of gross proceeds and in which I participated personally to a significant extent.  We believe that we have devised a program that is attractive to our Warrant holders and hope that the program results in a substantial number of Warrants being exercised'.

The terms and conditions of the Offer are set forth in the documentation distributed today to holders of the Company's Warrants. One of the conditions to closing will be that at least 50% of the 43,452,006 outstanding warrants are exercised or exchanged pursuant to this Offer.

Any questions or requests for assistance or additional copies of the Offer documentation or other information relating to this Offer should be directed to Morrow & Co., Inc., the Company's Information Agent, which can be reached as follows:

Email:    irfinfo@morrowco.com


London: 1 Queen Anne's Gate, London SW1H 9BT
+44 (207) 222-4645

US:       470 West Avenue, Stamford CT 06902
+1 (203) 658-9400

S. Goldman Advisors LLC, an entity affiliated with Sheldon Goldman, a director of the Company', will act as dealer manager in the Offer and will receive a fee of up to 5% of the gross proceeds raised or value of the shares issued on a cashless exchange.  IRF's directors (excluding Mr. Goldman) having consulted with IRF's Nominated Adviser, Collins Stewart, determined that these terms, insofar as its shareholders are concerned, are fair and reasonable.

The foregoing reference to the Offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in IRF or any of its subsidiaries.  Neither the Common Shares nor the Warrants referred to herein have been or will be registered under the U.S. Securities Act of 1933, as amended, and, subject to certain exemptions, neither may be offered or sold in the United States.

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