Company Announcements

TORONTO--(BUSINESS WIRE)--Dec. 22, 2025-- Lithium Royalty Corp. (the “Company” or “LRC”) (TSX: LIRC) today announced that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Altius Minerals Corporation (“Altius”), whereby Altius will acquire all of the outstanding common shares and convertible common shares of LRC (the “Transaction”), for a choice of consideration (the “Purchase Price”) per share of either (i) 0.240 common shares of Altius, (ii) C$9.50 in cash or (iii) if no choice is made, 0.160 common shares of Altius and C$3.166666 in cash. The all-cash and all-share consideration is subject to proration, with aggregate cash consideration capped at approximately C$174 million and aggregate share consideration capped at 11,500,000 common shares of Altius. The Transaction is not subject to any financing condition and is expected to close near the end of the first quarter of 2026, subject to obtaining the required shareholder and court approvals, regulatory approvals, if any, and the satisfaction of other customary closing conditions.

The Purchase Price represents a premium of approximately 29.6% and 41.4% to the closing price and the 30-trading day volume weighted average trading price, respectively, of the common shares on the Toronto Stock Exchange (the “TSX”) on December 19, 2025, the last trading day prior to the announcement of the Transaction. The Purchase Price implies an aggregate total equity value of approximately C$521 million.

“This transaction represents an exciting new chapter for the Company,” said Ernie Ortiz, CEO of LRC. “Altius brings a 28-year history of strong leadership, value creation, strategic vision, and unmatched execution and has been a supporter of LRC from inception. We are excited to combine LRC’s 37 high growth lithium and critical mineral royalties with Altius’ strong free cash flow, financial strength, and diverse portfolio of royalties on growth-oriented commodities. The Altius platform has scale, liquidity and financial strength that will enable LRC to execute on its proprietary pipeline of critical mineral royalties and continue to achieve outsized growth among royalty peers.”

Transaction Details

The Transaction emerged from a strategic review process conducted by the Company in late November and December 2025 resulting from a proposal received from Altius, and was conducted under the oversight of a committee of independent directors (the “Special Committee”) advised by highly qualified legal and financial advisors. Based on interest, value, strategic fit, the support of the Royalty Capital limited partnerships managed by Waratah Capital Advisors Ltd. (collectively, the “Royalty Capital Funds”) and Riverstone VI LRC B.V. (“Riverstone”), and other matters considered by the Special Committee and by the Company’s board of directors (the “Board”), the Company entered into the Arrangement Agreement based on the unanimous approval of the Board after receiving the unanimous recommendation of the Special Committee. Both the Board and the Special Committee determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Company and that the terms and conditions of the Transaction are fair and reasonable to the shareholders of the Company (the “Shareholders”), and the Board unanimously recommends that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction (the “Meeting”).

In connection with the Transaction, Royalty Capital Funds and Riverstone, who collectively own or control approximately 84.7% of the outstanding shares, have entered into voting and support agreements agreeing to vote their shares in favour of the Transaction at the Meeting. In addition, each of the directors and executive officers of the Company, who collectively hold less than 3% of the outstanding shares (excluding their interests held through the Royalty Capital Funds), have entered into similar voting and support agreements.

Transaction Rationale

The conclusions and recommendations of the Special Committee and the Board were based on several factors, including the following:

• Strategic Alternatives: The Transaction is the result of a strategic review process led by the Company’s financial advisors, TD Securities Inc. (“TD Securities”) and Cormark Securities Inc. (“Cormark”), which included outreach to a pool of potential interested parties. After assessing (with the assistance of financial and legal advisors) the relative benefits and risks of the strategic alternatives reasonably available to the Company (including maintaining the status quo and executing its current strategic plan), the Board and the Special Committee concluded that the Transaction is more favourable to Shareholders than any other strategic alternative reasonably available to the Company.
• Compelling Value to Shareholders: The Purchase Price represents a premium of approximately 41.4% to the 30-trading day volume weighted average trading price of the common shares as of December 19, 2025.
• Fairness Opinions: The Special Committee received an opinion from Canaccord Genuity Corp. (“Canaccord Genuity”), and the Board received opinions from both TD Securities and Cormark, in each case that, as of December 21, 2025, and subject to the assumptions, limitations and qualifications to be set forth in written fairness opinions to be subsequently delivered, the consideration to be received by the Shareholders (excluding the Royalty Capital Funds) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders.
• Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length, with the oversight and participation of the Special Committee, advised by highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board and treat all stakeholders of the Company equitably and fairly.
• Ability to Respond to Superior Proposal: Under the Arrangement Agreement, the Board of Directors, in certain circumstances until Shareholder approval is obtained, is able to consider any unsolicited acquisition proposals. Where the Board determines that an acquisition proposal is a superior proposal, the Board may, subject to a right to match in favour of Altius, terminate the Arrangement Agreement in order to enter into a definitive agreement with respect to such superior proposal, or in certain circumstances withdraw, modify or amend its recommendation that Shareholders vote to approve the Transaction and terminate the Arrangement Agreement, provided that the Company pays a break fee to Altius.
• Break Fee: The break fee of $23.44 million is only payable by the Company in limited circumstances, such as where the Arrangement Agreement is terminated as a result of the Board accepting a superior proposal in accordance with the terms of the Arrangement Agreement or changing its recommendation.
• No Financing Condition: The Transaction is not subject to a financing condition.
• Minority Vote and Court Approval: The Transaction must be approved (i) by two-thirds of the votes cast by Shareholders at the Meeting, (ii) by a simple majority of the votes cast by Shareholders at the Meeting excluding the Shares owned or controlled by the Royalty Capital Funds and any other Shareholders required to be excluded from such vote in the context of a “business combination” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and (iii) by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to Shareholders.
• Support for the Transaction: As described above, the Royalty Capital Funds and Riverstone, and all of the Company’s directors and executive officers have entered into voting and support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Meeting.

Fairness Opinions

In connection with its review and consideration of the Transaction, the Special Committee engaged Canaccord Genuity to provide independent financial advice with respect to the consideration to be provided to the Shareholders in the Transaction. Canaccord Genuity provided an oral opinion that, as of December 21, 2025, and subject to the assumptions, limitations and qualifications to be set forth in Canaccord Genuity’s written fairness opinion, the consideration to be received by the Shareholders (excluding the Royalty Capital Funds) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders.

The Board also received oral opinions from each of TD Securities and Cormark that, as of December 21, 2025, and subject to the assumptions, limitations and qualifications to be set forth in their written fairness opinions, the consideration to be received by Shareholders (excluding the Royalty Capital Funds) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders.

Additional Transaction Details

The Transaction is to be completed by way of a plan of arrangement under the Canada Business Corporations Act. The Transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by Shareholders at the Meeting; (ii) the approval of a simple majority of the votes cast by Shareholders other than the Royalty Capital Funds and any other Shareholders required to be excluded pursuant to MI 61-101 at the Meeting; and (iii) court approval. Completion of the Transaction is not subject to a financing condition.

The Company intends to hold the Meeting to consider and vote on the Transaction in early 2026. If approved at the Meeting, the Transaction is expected to close near the end of the first quarter of 2026, subject to court approval and other customary closing conditions. Following closing of the Transaction, Altius intends to cause the LRC common shares to be delisted from the TSX.

Ernie Ortiz is expected to join Altius following the conclusion of the Transaction.

Further information regarding the terms and conditions of the Transaction is set out in the Arrangement Agreement, which will be publicly filed under the Company’s SEDAR+ profile at www.sedarplus.ca. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the fairness opinions and the rationale for the recommendations by the Special Committee and the Board will be provided in the information circular for the Meeting, which will also be filed under the Company’s SEDAR+ profile at www.sedarplus.ca.

Bridge Loan

Additionally, subject to completion of definitive documentation, Altius has agreed to provide LRC with a secured bridge loan facility in an aggregate principal amount of up to US$20 million (the “Bridge Loan”). The Bridge Loan is being provided for general working capital purposes, including to fund royalty acquisitions. Subject to TSX approval, if the Arrangement Agreement is terminated by LRC in order to enter into a definitive agreement with respect to a superior proposal, Altius will have the right to convert the outstanding balance into common shares of LRC at a conversion price of C$9.50 per share.

Advisors

TD Securities and Cormark are acting as financial advisors to the Company. Canaccord Genuity was engaged to provide independent financial advice to the Special Committee. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to the Company. Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee.

About Lithium Royalty Corp.

LRC is a lithium-focused royalty company organized in Canada, which has established a globally diversified portfolio of 37 royalties on mineral properties that are related to the electrification and decarbonization of the global economy. The Company’s royalty portfolio is focused on the battery supply chain for the transportation and energy storage industries and is underpinned by mineral properties that produce or are expected to produce lithium, critical minerals, and other energy transition materials.

Forward Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws, which may include, but are not limited to, statements with respect to the proposed Transaction, closing of the proposed Transaction, entering into definitive documentation for the Bridge Loan and drawing under the Bridge Loan and statements about Altius’ free cash flow, financial strength, platform scale, liquidity, the ability for LRC to execute on its proprietary pipeline of critical mineral royalties and continue to achieve outsized growth among royalty peers. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “potential for”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of LRC to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. The forward-looking statements herein are made as of the date of this press release only and LRC does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

A number of risks could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management’s attention from the Company’s ongoing business operations; and the other risk factors disclosed in LRC’s most recent Annual Information Form and Management’s Discussion & Analysis filed with the Canadian securities regulatory authorities on www.sedarplus.ca. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: that the Transaction will be well-received by Shareholders and other market participants, that the Company will be able to achieve the expected timeline, that approvals will be forthcoming without challenge and on a timely basis, that the Company will comply with its obligations under the Arrangement Agreement and that no material adverse effect will occur with respect to the Company or Altius. Investors are cautioned that forward-looking statements are not guarantees of future performance. LRC cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

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Contact Information for Inquiries:
Jonida Zaganjori
Investor Relations
(647) 792-1100
jonida@lithiumroyaltycorp.com

Source: Lithium Royalty Corp.