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Board of Directors Recommends that Shareholders Vote in Favour of the Arrangement
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TORONTO — Lithium Royalty Corp. (the “Company” or “LRC”) (TSX: LIRC) is pleased to announce that it has filed and is in the process of mailing the management information circular (the “Circular”) and related meeting materials for the special meeting of the shareholders of the Company (“Shareholders”) to be held on February 26, 2026 (the “Meeting”). At the Meeting, shareholders will be asked to approve the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”), whereby Altius Minerals Corporation (“Altius”) will acquire all of the outstanding common shares and convertible common shares of LRC, for a choice of consideration 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 pro-ration, all as more particularly described in the Circular. The Circular describes how Shareholders may make their choice of all-share or all-cash consideration, which must be made by 5:00 pm (Toronto time) on February 24, 2026.
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Unanimous Recommendation of the Board of Directors and Benefits of the Arrangement to Shareholders
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The Arrangement was reviewed and overseen by a committee of independent directors (the “Special Committee”) advised by highly qualified legal and financial advisors. LRC’s Board, on the unanimous recommendation of the Special Committee, and following consideration of a number of factors, unanimously determined that the Arrangement is fair to Shareholders and is in the best interests of LRC, and recommends that Shareholders vote in favour of the Arrangement at the Meeting. The factors considered by the Board and Special Committee are detailed in the Circular and include:
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- Compelling Value to Shareholders: On announcement of the proposed Arrangement, the consideration to be paid by Altius represented 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 common shares as of December 19, 2025, the last trading day prior to the announcement of the Arrangement.
- Strategic Alternatives: The Arrangement is the result of a strategic review process led by the Company’s financial advisors, which included outreach to 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 Arrangement is more favourable to Shareholders than any other strategic alternative reasonably available to the Company.
- Cash and Improved Liquidity: The consideration mix includes both a cash component and a share component, with common shares of Altius expected to have greater trading liquidity relative to the Company’s common shares. Common shares of Altius will be freely tradeable immediately upon closing of the Arrangement.
- Flexibility in Consideration: Aligning with individual preferences, Shareholders can elect to receive cash consideration, share consideration or a combination of cash and share consideration, subject to pro-ration, with aggregate cash consideration capped at approximately C$174 million and aggregate share consideration capped at 11,500,000 common shares of Altius.
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Additional information related to the benefits and related risks of the Arrangement are contained in the Circular.
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Interim Order
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The Company is also pleased to announce that, on January 23, 2026, it was granted an interim order (the “Interim Order”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”) authorizing various matters in connection with the Arrangement, including the holding of the Meeting and the mailing of the Circular and related meeting materials. The Meeting is to be held in accordance with the terms of the Interim Order.
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The Meeting
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The Meeting will be held in person on February 26, 2026 at 1133 Yonge Street, 5th Floor, Toronto, Ontario, at 10:00 am (Toronto time), subject to any adjournment or postponement thereof. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the Arrangement (the “Arrangement Resolution”). In order to become effective, the Arrangement Resolution must be approved (i) by at least two-thirds of the votes cast by Shareholders at the Meeting, and (ii) by a simple majority of the votes cast by holders of common shares at the Meeting, excluding votes from certain Shareholders as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition to Shareholder approval, the Arrangement is subject to approval by the Court as well as the satisfaction of certain other customary closing conditions.
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The Circular contains important information regarding the Arrangement and related matters, including the background to the Arrangement, the reasons for the recommendation of the Special Committee and the Board and how Shareholders can participate and vote at the Meeting. Shareholders are urged to read the Circular and its appendixes carefully and in their entirety. The Circular is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
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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 38 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.
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