Lithium Royalty Corp. Files Management Information Circular for Special Meeting of Shareholders and Announces Receipt of Interim Order

Executive Summary

• Lithium Royalty Corp. filed and mailed its management information circular for a special shareholder meeting scheduled for February 26, 2026 to approve an arrangement whereby Altius Minerals Corp. will acquire all outstanding LRC shares.
• The Board of Directors unanimously recommends shareholders vote in favour, citing a premium of ~29.6%–41.4% over recent market prices and strategic benefits such as cash, liquidity, and flexible consideration options.
• An interim court order was obtained on January 23, 2026 authorizing the meeting and related communications; the arrangement requires shareholder approval (≥2/3 votes) and subsequent court sanction.

Key Details

• Arrangement Structure: Shareholders may elect one of three consideration options per LRC share:
  1. 0.240 Altius common shares (all‑share),
  2. C$9.50 cash (all‑cash), or
  3. If no choice is made, a mixed package of 0.160 Altius shares + C$3.166666 cash.
• Pro‑Rata Caps: Aggregate cash consideration capped at ~C$174 million; aggregate share consideration capped at 11,500,000 Altius common shares.
• Premium: The announced consideration represents a premium of approximately 29.6% to the closing price and 41.4% to the 30‑day VWAP as of December 19, 2025.
• Strategic Rationale: Board cites compelling shareholder value, superior strategic alternatives, improved liquidity via Altius shares, and flexible consideration aligning with investor preferences.
• Interim Order: Granted by Ontario Superior Court (Commercial List) on Jan 23, 2026, permitting the mailing of the circular and holding of the meeting.
• Shareholder Approval Requirements:
• Minimum two‑thirds of votes cast at the meeting must approve the arrangement resolution.
• Simple majority of common‑share votes required, excluding certain restricted shareholders per Multilateral Instrument 61‑101.
• Closing Conditions: Arrangement remains subject to court approval and satisfaction of customary closing conditions (e.g., regulatory approvals, shareholder ratification).
• Meeting Details: February 26, 2026, 10:00 a.m. ET, 1133 Yonge St., 5th Floor, Toronto; in‑person format.

Notable Quotes

(No direct quotes were provided in the release.)