Eagle Royalties' RTO by Summit Royalty to close Nov. 4

Executive Summary

• Summit Royalty Corp. and Eagle Royalties Ltd. have received shareholder approval for their previously announced three-cornered amalgamation, which results in a reverse takeover of Eagle by Summit.
• The resulting entity, to be renamed Summit Royalties Ltd., is expected to close on or about November 4, 2025.
• Following the close, the company will delist from the Canadian Securities Exchange (CSE) and commence trading on the TSX Venture Exchange (TSX-V) under the symbol "SUM" during the week of November 10, 2025.

Key Details

• Transaction Structure: Three-cornered amalgamation resulting in a reverse takeover of Eagle Royalties Ltd. by Summit Royalty Corp.
• Resulting Issuer Name: Summit Royalties Ltd.
• Shareholder Approvals:
  • Eagle Royalties: Annual general and special meeting held; 26,427,476 preconsolidation common shares present (approx. 46.31% of issued/outstanding).
  • Summit Royalty: Annual general and special meeting held; shareholders approved the amalgamation with 1001280658 Ontario Inc. (a wholly owned subsidiary of Eagle).
• Corporate Governance Changes:
  • Share Consolidation: Eagle shares consolidated on a basis of five preconsolidation shares for one postconsolidation share.
  • Jurisdiction Change: Continuance from Alberta (Business Corporations Act) to Ontario (Business Corporations Act).
  • Directors (Eagle, until RTO closing): Tim J. Termuende, Charles C. Downie, Paul Reynolds, Jesse Campbell, and Stephen P. Kenwood.
  • Directors (Resulting Issuer, upon RTO closing): Andrew Clark, Jerrold Annett, Stephen Eddy, Russell Mills, and Blair Zaritsky.
  • Equity Incentive Plan: Adoption of a 10-per-cent rolling omnibus equity incentive plan for the resulting issuer.
  • Auditor: Crowe MacKay LLP appointed as auditor of Eagle; MNP LLP appointed as auditor of the resulting issuer upon closing.
• Listing and Trading:
  • Delisting: Eagle shares expected to be delisted from the Canadian Securities Exchange.
  • New Listing: Conditional approval received from the TSX Venture Exchange for listing of resulting issuer shares.
  • Trading Start: Expected to commence trading on TSX-V under symbol "SUM" on or about the week of November 10, 2025.
• Closing Date: Expected on or about November 4, 2025.
• Advisers:
  • Summit Legal Counsel: Bennett Jones LLP.
  • Summit Financial Adviser: Haywood Securities Inc.
  • Eagle Legal Counsel: McLeod Law LLP.

Notable Quotes

• None explicitly quoted in the text.