Lithium Royalty Corp. Agrees to Be Acquired by Altius Minerals Corporation

Executive Summary

• Lithium Royalty Corp. (LRC) entered into a definitive arrangement agreement with Altius Minerals Corp., under which Altius will acquire all outstanding LRC common and convertible shares for a choice of consideration (cash, Altius shares, or a mix).
• The transaction values LRC at an implied equity value of approximately C$521 million, representing a premium of ~29.6% to the closing price and ~41.4% to the 30‑day VWAP as of Dec 19 2025.
• The deal is expected to close near the end of Q1 2026 pending shareholder approval (two‑thirds majority) and Ontario Superior Court sanction; a secured US$20 million bridge loan from Altius is also being provided.

Key Details

• Consideration Options:
• 0.240 Altius common shares per LRC share or
• C$9.50 cash per LRC share or (if no choice) 0.160 Altius shares + C$3.166666 cash.
• Caps on Consideration:
• Cash component capped at ~C$174 million.
• Share component capped at 11,500,000 Altius common shares.
• Premiums:
• ≈29.6% premium to LRC’s closing price (Dec 19 2025).
• ≈41.4% premium to the 30‑day VWAP (same date).
• Aggregate Equity Value: Approximately C$521 million.
• Closing Timeline: Expected near end of Q1 2026, subject to:
• Approval by at least two‑thirds of votes cast at a special shareholders’ meeting (early 2026).
• Simple majority of non‑Royalty‑Capital‑Fund votes (per MI 61‑101).
• Ontario Superior Court approval.
• Shareholder Support: Royalty Capital Funds and Riverstone VI LRC B.V. (≈84.7% of shares) have entered voting/support agreements to vote in favour; directors/executives (≈<3%) also pledged support.
• Special Committee & Board: Transaction approved unanimously by both after receiving fairness opinions from Canaccord Genuity, TD Securities, and Cormark.
• Break Fee: $23.44 million payable by LRC only if the arrangement is terminated because a superior proposal is accepted (subject to right‑to‑match).
• Financing Condition: None – transaction not subject to financing condition.
• Bridge Loan: Altius will provide a secured bridge loan up to US$20 million for working capital and royalty acquisitions; convertible at C$9.50 per LRC share if the arrangement is terminated for a superior proposal.
• Post‑Closing Plans: Altius intends to delist LRC from the TSX; CEO Ernie Ortiz will join Altius after closing.
• Advisors:
• Financial – TD Securities, Cormark (LRC); Canaccord Genuity (Special Committee).
• Legal – Davies Ward Phillips & Vineberg LLP (Company), Blake, Cassels & Graydon LLP (Special Committee).

Notable Quotes

“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… and will enable LRC to execute on its proprietary pipeline of critical mineral royalties.”