Mr. Brian Dalton reports

ALTIUS ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE LITHIUM ROYALTY CORP.

Altius Minerals Corp. and Lithium Royalty Corp. have entered into a definitive agreement in which Altius will acquire all of the issued common shares and convertible common shares of Lithium Royalty pursuant to a plan of arrangement for total consideration of approximately $520-million, being $9.50 per Lithium Royalty equity share. The agreed price is payable by Altius at the shareholders' election as $9.50 in cash or 0.240 of a common share of Altius, subject to proration to ensure the aggregate cash consideration represents no more than one-third of the aggregate consideration and the share consideration represents no more than 11.5 million Altius shares. Lithium Royalty shareholders who do not elect cash or Altius shares (subject to proration) will receive default consideration of $3.16 per Lithium Royalty share in cash and 0.16 Altius share per Lithium Royalty share.

In aggregate, the consideration consists of approximately $173-million in cash and approximately $347-million in Altius shares. Altius holds an effective pre-existing approximate 8-per-cent gross ownership interest in Lithium Royalty flowing from its holding of units of certain limited partnerships that hold Lithium Royalty equity share conversion rights.

Benefits to Altius shareholders

Large portfolio of royalties relating to a rapidly progressing pipeline of operating to exploration stage projects

• 37 new royalties (no streams) with the majority featuring long to ultralong implied resource lives -- a fundamental long-term optionality consideration for Altius;
• Four producing stage royalties (three commissioned in 2025) -- each of which are currently ramping up and/or under expansion;
• 12 advanced stage projects with completed economic studies (feasibility study (seven), preliminary economic assessment (five));
• Three to five additional projects planning to start operations between 2026 and 2030;
• Low geopolitical risk profile with vast majority of assets located in Canada, Australia and South America;
• Well diversified by production method including both brine and hard rock based;
• Total expected acquisition-based royalty revenue contribution ramping steadily to $40-million to $60-million by end of decade (at current spot prices) -- adding to Altius's sector leading percentage revenue growth trajectory.

Countercyclical investment timing

• Countercyclical, long-term investment: Lithium price recent cyclical low of less than $9,000/tonne lithium carbonate equivalent (LCE) as compared with a prior cyclical high of more than $80,000/t.
• The lithium market continues to mature with demand expected to exceed 1.5 Mt (million tonnes) LCE in 2025 with future growth diversified across grid-based storage, transport, consumer products and other emerging battery market applications.
• Lithium features among the highest demand growth rates of any mined commodity (greater than 30-per-cent CAGR (compound annual growth rate) over past five years) with continuing strong drivers stemming from rapidly growing and increasingly diversified industrial and commercial usage cases.
• Potential market deficit re-emerging in 2026 as higher than expected recent and near-term demand begins to surpass previous oversupply conditions.
• Current prices do not adequately incentivize required supply growth.

Corporate synergies

• Complements Altius's existing royalty level exposure to the electricity sector, which is experiencing rapid global adoption of batteries for grid enhancement and other supply stabilization purposes.
• Provides access to Lithium Royalty's deep industry networks and investment origination platform with current Lithium Royalty chief executive officer Ernie Ortiz expected to join Altius's corporate development team following closing of the transaction.
• G&A (general and administrative synergies and revenue scaling drives enhanced pro forma EBITDA (earnings before interest, taxes, depreciation and amortization) margin.

Altius chief executive officer Brian Dalton commented: "We believe that this transaction creates strong value for shareholders by adding a significant pipeline of operating, development and evaluation stage assets to the base and battery metals component of our business. Altius was an early strategic investor and partner of Lithium Royalty and participated in its asset selections and royalty structuring efforts. Since then, the lithium market has matured and grown considerably and is now emerging as a mainstream scale mined commodity. We believe that the portfolio the Lithium Royalty team has constructed features all of the key attributes that we seek in our royalty investments, including: very long resource lives that we expect will translate into multiple future operational expansions and life extensions; strong cost curve positioning, and a low jurisdictional risk profile that in this case is dominated by the Americas and Australia." He then added, "We are pleased that current Lithium Royalty CEO Ernie Ortiz has expressed his willingness to join Altius following completion of the transaction to continue to oversee the assets and relationships that are being acquired, as well as to support the Altius corporate development team in future potential initiatives across all of its commodity focus areas."

Transaction summary

The transaction is to be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will constitute a business combination for purposes of Multilateral Instrument 61-101. The consummation of the transaction is subject to a number of conditions customary for transactions of this nature, including, among others:

• Approval of at least two-thirds of the votes cast by holders of Lithium Royalty shares voting as a single class, at a special meeting of shareholders;
• Approval of a simple majority of the minority of the votes cast by holders of subordinate voting shares excluding Royal Capital limited partnership shareholders and any other shareholders required to be excluded in accordance with MI 61-101;
• Court approval;
• Receipt of any required regulatory approvals under the Competition Act and customary stock exchange approvals.

Completion of the transaction is not subject to any due diligence or financing conditions. Under the terms of the arrangement agreement Lithium Royalty will hold a special meeting of shareholders no later than March 10, 2026, to consider the transaction. Shareholders will receive a notice of meeting and management information circular containing full details of the transaction in advance of the special meeting. Further information concerning the special meeting, including the record date for the special meeting, will be made available to shareholders under Lithium Royalty's SEDAR+ profile in due course.

The transaction includes customary non-solicitation provisions, which are subject to the Lithium Royalty's board's right to make a change in its recommendation to shareholders upon the occurrence of certain intervening events, including in the event any superior proposal was to emerge (and subject to the purchaser's right to match). A break fee of $23.4-million is payable to Altius by Lithium Royalty under specified events including if the arrangement agreement is terminated as a result of a superior proposal and in the event the Lithium Royalty board changes its recommendation for shareholders to vote in favour of the transaction.

If approved at the special meeting, and subject to court approval, any required Competition Act (Canada) clearance and other customary closing conditions, the transaction is expected to close in the first quarter of 2026. Following closing of the transaction, Altius intends to cause the Lithium Royalty shares to be delisted from the Toronto Stock Exchange and will cause Lithium Royalty to apply to cease to be a reporting issuer in all provinces and territories of Canada.

Voting and support agreements

In connection with the transaction, the Royalty Capital limited partnerships and Riverstone VI Lithium Royalty B.V., who collectively hold approximately 84.7 per cent of the outstanding Lithium Royalty shares, have entered into voting agreements agreeing to vote their Lithium Royalty shares in favour of the transaction and against any competing acquisition proposals. In addition, each of the directors and executive officers of the Lithium Royalty, who collectively hold less than 3 per cent of the outstanding Lithium Royalty shares, have entered into voting agreements agreeing to vote their Lithium Royalty shares in favour of the transaction.

Lithium Royalty interim financing

Subject to definitive documentation, Altius has agreed to provide Lithium Royalty with a secured bridge loan facility in an aggregate principal amount of up to $20-million (U.S.). The bridge loan is being provided for general working capital purposes, including to finance continuing royalty acquisitions.

Advisers

Altius was advised by McCarthy Tetrault LLP, and has engaged Scotiabank to act as a financial adviser.

About Altius Minerals Corp.

Altius's strategy is to create per-share growth through a diversified portfolio of royalty assets that relate to long-life, high-margin operations. This strategy further provides shareholders with exposures that are well aligned with global growth trends including increasing electricity-based market share within energy usage, global infrastructure build and refurbishment growth, increased EAF based steelmaking, steadily increasing agricultural fertilizer requirements, and the enhanced appetite for financial asset diversification through precious metals ownership. These macro trends each hold the potential to cause higher demand for many of Altius's commodity exposures including potash, high-purity iron ore, renewable energy, base metals and gold. In addition, Altius runs a successful Project Generation business that originates mineral projects for sale to developers in exchange for royalties and that has a demonstrated record of driving outsized direct returns from its overall royalty investment portfolio. Altius has 46,285,577 common shares issued and outstanding that are listed on Canada's Toronto Stock Exchange. It is a member of both the S&P/TSX Small Cap and S&P/TSX Global Mining Indices and the S&P/TSX Canadian Dividend Aristocrats Index.

We seek Safe Harbor.