Altius Minerals Corporation (TSX:ALS) entered into a definitive agreement to acquire Lithium Royalty Corp. (TSX:LIRC) for approximately CAD 300 million on December 22, 2025. The Agreed Price is payable by Altius at the shareholders? election as CAD 9.50 in cash or 0.240 of a common share of Altius (the ?Altius Shares?), subject to proration to ensure the aggregate cash consideration represents no more than 1/3 of the aggregate consideration and the share consideration represents no more than 11,500,000 Altius Shares. LRC shareholders who do not elect cash or Altius Shares (subject to proration) will receive default consideration of CAD 3.16 per LRC Share in cash and 0.16 Altius Shares per LRC Share. A break fee of CAD 23.44 million is payable to Altius by LRC under specified events including if the Arrangement Agreement is terminated as a result of a superior proposal and in the event the LRC Board changes its recommendation for shareholders to vote in favour of the Transaction. Ernie Ortiz is expected to join Altius following the conclusion of the Transaction.

The transaction is subject to customary closing conditions including approval by receipt of any required regulatory approvals under the Competition Act and customary stock exchange approvals, approval of merger agreement by target board, approval of offer by target shareholders, customary non-solicitation provisions, subject to court approval and approval of a simple majority of the minority of the votes cast by holders of subordinate voting shares excluding Royal Capital limited partnership shareholders and any other shareholders required to be excluded in accordance with MI 61-101. LRC board unanimously approved the transaction after receiving the unanimous recommendation of the Special Committee.
Transaction is expected to close near the end of the first quarter of 2026. In connection with and subject to closing the Transaction, it is expected that LRC?s shares will be delisted from the TSX and that it will cease to be a reporting issuer under applicable Canadian securities laws.

McCarthy Tétrault LLP acted as legal advisor for Altius Minerals Corporation. Scotia Capital Inc. acted as financial advisor for Altius Minerals Corporation. Canaccord Genuity Corp. served as financial advisor and provided fairness opinion to LRC. TD Securities and Cormark are acting as financial advisors to LRC. Davies Ward Phillips & Vineberg LLP and Blake, Cassels & Graydon LLP are acting as legal advisor to LRC.