LunR Royalties Signs Definitive Silver Stream Agreement for the Previously Announced Fruta Del Norte Transaction

Executive Summary

• LunR Royalties Corp. entered into definitive agreements with Lundin Gold Inc. and its subsidiary Aurelian Resources to complete the previously announced life‑of‑mine (LOM) silver stream on the Fruta Del Norte mine.
• The transaction will issue 50,505,501 common shares of LunR (“the Consideration”) to Lundin Gold, with a parent guarantee from Lundin Gold covering Aurelian’s obligations.
• Closing is expected in Q2 2026, subject to TSXV approval, shareholder approvals under MI 61‑101, and receipt of a final prospectus receipt.

Key Details

• Definitive Agreements Executed – Silver Purchase and Sale Agreement (LunR ↔ Aurelian), Parent Guarantee (Lundin Gold guarantees Aurelian’s obligations), Distribution Agreement (governing issuance and dividend‑in‑kind distribution of the Consideration).
• Consideration: 50,505,501 LunR common shares to be issued to Lundin Gold upon closing.
• Closing Conditions:
• TSXV approval.
• Shareholder approvals at LunR’s Annual General and Special Meeting (May 21 2026) – simple majority of disinterested shareholders for both MI 61‑101 and TSXV requirements.
• Issuance of a short‑form prospectus receipt from the British Columbia Securities Commission.
• Governance: Unanimous recommendation and approval by LunR’s Special Committee of independent directors and Board; similarly approved by Lundin Gold’s Board and its Special Committee.
• Fairness Opinion: BMO Capital Markets provided a fairness opinion confirming the financial fairness of the Consideration to LunR.
• Distribution Mechanics: After closing, Lundin Gold will distribute the Consideration to its shareholders as a dividend‑in‑kind, except where prohibited (e.g., U.S. jurisdiction); affected shareholders will receive cash proceeds from a sale of the shares on their behalf.
• No Shareholding Post‑Distribution: Lundin Gold will not retain any LunR common shares after the Distribution and will not be considered a “control person” under TSXV policies.
• Regulatory Filings: LunR to file a short‑form prospectus; final receipt required before completion.

Notable Quotes

(No direct quotes from executives were included in the release.)