Company Announcements

Board of Directors Recommends that Shareholders Vote in Favour of the Arrangement

TORONTO--(BUSINESS WIRE)--Jan. 27, 2026-- Lithium Royalty Corp. (the “Company” or “LRC”) (TSX: LIRC) is pleased to announce that it has filed and is in the process of mailing the management information circular (the “Circular”) and related meeting materials for the special meeting of the shareholders of the Company (“Shareholders”) to be held on February 26, 2026 (the “Meeting”). At the Meeting, shareholders will be asked to approve the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”), whereby Altius Minerals Corporation (“Altius”) will acquire all of the outstanding common shares and convertible common shares of LRC, for a choice of consideration per share of either (i) 0.240 common shares of Altius, (ii) C$9.50 in cash or (iii) if no choice is made, 0.160 common shares of Altius and C$3.166666 in cash. The all-cash and all-share consideration is subject to pro-ration, all as more particularly described in the Circular. The Circular describes how Shareholders may make their choice of all-share or all-cash consideration, which must be made by 5:00 pm (Toronto time) on February 24, 2026.

Unanimous Recommendation of the Board of Directors and Benefits of the Arrangement to Shareholders

The Arrangement was reviewed and overseen by a committee of independent directors (the “Special Committee”) advised by highly qualified legal and financial advisors. LRC’s Board, on the unanimous recommendation of the Special Committee, and following consideration of a number of factors, unanimously determined that the Arrangement is fair to Shareholders and is in the best interests of LRC, and recommends that Shareholders vote in favour of the Arrangement at the Meeting. The factors considered by the Board and Special Committee are detailed in the Circular and include:

• Compelling Value to Shareholders: On announcement of the proposed Arrangement, the consideration to be paid by Altius represented a premium of approximately 29.6% and 41.4% to the closing price and the 30-trading day volume weighted average trading price, respectively, of common shares as of December 19, 2025, the last trading day prior to the announcement of the Arrangement.
• Strategic Alternatives: The Arrangement is the result of a strategic review process led by the Company’s financial advisors, which included outreach to potential interested parties. After assessing (with the assistance of financial and legal advisors) the relative benefits and risks of the strategic alternatives reasonably available to the Company (including maintaining the status quo and executing its current strategic plan), the Board and the Special Committee concluded that the Arrangement is more favourable to Shareholders than any other strategic alternative reasonably available to the Company.
• Cash and Improved Liquidity: The consideration mix includes both a cash component and a share component, with common shares of Altius expected to have greater trading liquidity relative to the Company’s common shares. Common shares of Altius will be freely tradeable immediately upon closing of the Arrangement.
• Flexibility in Consideration: Aligning with individual preferences, Shareholders can elect to receive cash consideration, share consideration or a combination of cash and share consideration, subject to pro-ration, with aggregate cash consideration capped at approximately C$174 million and aggregate share consideration capped at 11,500,000 common shares of Altius.

Additional information related to the benefits and related risks of the Arrangement are contained in the Circular.

Interim Order

The Company is also pleased to announce that, on January 23, 2026, it was granted an interim order (the “Interim Order”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”) authorizing various matters in connection with the Arrangement, including the holding of the Meeting and the mailing of the Circular and related meeting materials. The Meeting is to be held in accordance with the terms of the Interim Order.

The Meeting

The Meeting will be held in person on February 26, 2026 at 1133 Yonge Street, 5th Floor, Toronto, Ontario, at 10:00 am (Toronto time), subject to any adjournment or postponement thereof. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the Arrangement (the “Arrangement Resolution”). In order to become effective, the Arrangement Resolution must be approved (i) by at least two-thirds of the votes cast by Shareholders at the Meeting, and (ii) by a simple majority of the votes cast by holders of common shares at the Meeting, excluding votes from certain Shareholders as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition to Shareholder approval, the Arrangement is subject to approval by the Court as well as the satisfaction of certain other customary closing conditions.

The Circular contains important information regarding the Arrangement and related matters, including the background to the Arrangement, the reasons for the recommendation of the Special Committee and the Board and how Shareholders can participate and vote at the Meeting. Shareholders are urged to read the Circular and its appendixes carefully and in their entirety. The Circular is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

About Lithium Royalty Corp.

LRC is a lithium-focused royalty company organized in Canada, which has established a globally diversified portfolio of 38 royalties on mineral properties that are related to the electrification and decarbonization of the global economy. The Company’s royalty portfolio is focused on the battery supply chain for the transportation and energy storage industries and is underpinned by mineral properties that produce or are expected to produce lithium, critical minerals, and other energy transition materials.

Forward Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws, which may include, but are not limited to, statements with respect to the proposed Arrangement, closing of the proposed Arrangement, the reasons for, and the anticipated benefits of the Arrangement, the mailing of the Circular and related meeting materials, the timing of various steps to be completed in connection with the Arrangement, including the anticipated dates for the holding of the Meeting, the timing and effects of the Arrangement, the ability of Shareholders to choose their form of consideration and potential pro-ration, the ability of the parties to satisfy the other conditions to the closing of the Arrangement, and statements about the liquidity of Altius’ common shares. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “potential for”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of LRC to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. The forward-looking statements herein are made as of the date of this press release only and LRC does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

A number of risks could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and Court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Arrangement; risks related to the diversion of management’s attention from the Company’s ongoing business operations; and the other risk factors disclosed in LRC’s most recent Annual Information Form and Management’s Discussion & Analysis filed with the Canadian securities regulatory authorities on www.sedarplus.ca. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: that the Arrangement will be well-received by Shareholders and other market participants, that the Company will be able to achieve the expected timeline, that approvals will be forthcoming without challenge and on a timely basis, that the Company will comply with its obligations under the arrangement agreement and that no material adverse effect will occur with respect to the Company or Altius. Investors are cautioned that forward-looking statements are not guarantees of future performance. LRC cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

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Contact Information for Inquiries:
Jonida Zaganjori
Investor Relations
(647) 792-1100
jonida@lithiumroyaltycorp.com

Source: Lithium Royalty Corp.