Lithium Royalty Corp. Announces Final Results of Substantial Issuer Bid

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TORONTO — Lithium Royalty Corp (TSX: LIRC) (“LRC” or the “Company) announces the final results of its substantial issuer bid (the “Offer”), pursuant to which the Company offered to purchase up to C$7 million in value of its outstanding common shares (the “Shares”) from holders of Shares (the “Shareholders”) for cash, at a single price per Share of not less than C$5.20 per Share and not more than C$5.70 per Share, through a “modified Dutch auction” process.

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In accordance with the terms and conditions of the Offer and based on the calculations of TSX Trust Company, as depositary for the Offer (the “Depositary”), the purchase price determined by the modified Dutch auction process will be C$5.70 per Share (the “Purchase Price”), and the Company will take up and pay for all 561,594 Shares tendered to the Offer at the Purchase Price.

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The Company commenced the Offer in part on the basis that the repurchase of Shares was an attractive investment by the Company and because the trading price of the Shares was meaningfully below estimates of net asset value per Share. Notwithstanding the extension to the original tender period and the increase in the original tender price range both announced on April 30, 2025, holders of Shares largely determined to continue holding their Shares, such that the Shares tendered to the Offer represented only 45.7% of the C$7 million maximum purchase amount of the Offer. The Company will continue to explore opportunities to grow net asset value per share, including through additional share repurchases if determined appropriate. Following the expiry of the Offer, the Company will no longer be restricted from making purchases under its normal course issuer bid.

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Payment for the Shares accepted for purchase under the Offer will occur in accordance with the terms of the Offer and applicable law. The Shares tendered to the Offer represent approximately 2.24% of the total number of the Company’s issued and outstanding Shares as of May 15, 2025, before giving effect to the results of the Offer. After the cancellation of the Shares taken up and paid for by the Company, LRC anticipates that approximately 24,494,283 Shares will be issued and outstanding, together with 30,549,214 convertible common shares of the Company (together with the Shares, “Equity Shares”) issued and outstanding, for an aggregate of 55,043,497 Equity Shares.

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To assist shareholders in determining the Canadian tax consequences of the Offer, the Company estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is approximately C$6.51 and the “specified amount” for purposes of subsection 191(4) of the Income Tax Act (Canada) is approximately C$5.65.

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Details of the Offer are available in the formal offer to purchase and issuer bid circular dated March 25, 2025, as amended by the notice of variation dated April 30, 2025 (the “Notice of Variation”), the amended letter of transmittal and the amended notice of guaranteed delivery (collectively, the “Offer Documents”). The Notice of Variation extended the original expiry date and increased the tender price range of the Offer.

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This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

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About Lithium Royalty Corp.

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LRC is a lithium-focused royalty company organized in Canada, which has established a globally diversified portfolio of 35 revenue 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 and other battery materials. LRC is a signatory to the Principles for Responsible Investment; the integration of ESG factors and sustainable mining are considerations in our investment analysis and royalty acquisitions.

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Forward Looking Statements

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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 future events or future performance, the Company’s current intentions regarding the Offer, the timing, terms and conditions of the Offer, estimates of the net asset value per Share, the source of funds through which the Shares will be purchased, the ultimate Purchase Price, the number of Shares to be purchased and the resumption of the NCIB. 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.