Mr. Brian Dalton reports
ALTIUS MINERALS CORPORATION AND LITHIUM ROYALTY CORP. COMPLETE PLAN OF ARRANGEMENT
Altius Minerals Corp. and Lithium Royalty Corp. have successfully completed the previously announced plan of arrangement under the Canada Business Corporations Act.
The arrangement was approved by Lithium Royalty shareholders at a special meeting of shareholders held on Feb. 26, 2026, with 99.8 per cent of all votes cast being in favour of the arrangement. A final order approving the arrangement was subsequently received from the Ontario Superior Court of Justice (Commercial List) in respect of the arrangement on March 3, 2026.
Altius chief executive officer Brian Dalton commented: "The closing of this transaction represents an important milestone in Altius's history of growing and diversifying a portfolio of royalties relating to long-life, high-growth potential natural resource projects. We commend the LRC team for their success in building the business and welcome the shareholders that are now joining with us to support the exciting combined future ahead. We are also very pleased that Ernie Ortiz has agreed to join our management team as we continue to seek ways to add value and strength to Altius."
In connection with the closing of the arrangement, the common shares of Lithium Royalty will be delisted from the Toronto Stock Exchange and Lithium Royalty will apply to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer under applicable Canadian securities laws.
"We would like to thank our shareholders for their continued support of Lithium Royalty Corp. Since 2018, we curated a portfolio of 38 diversified, high-grade, low-cost royalties in the lithium sector. The portfolio is strongly situated to benefit from rising lithium prices during this cycle and to uncover additional levels of optionality in the decades ahead as the growth trajectory of the sector remains robust. The completion of this transaction marks an important milestone for LRC and marks an exciting new chapter of growth for the lithium segment of Altius Minerals," stated Ernie Ortiz, president and CEO of Lithium Royalty.
Full details of the arrangement and certain other matters are set out in Lithium Royalty's management information circular dated Jan. 23, 2026, which has been filed under its issuer profile on SEDAR+ and is available on the Lithium Royalty website.
Lithium Royalty shareholder consideration
Pursuant to the arrangement, the aggregate share and cash consideration paid by Altius to former Lithium Royalty shareholders consisted of 9,630,177 common shares of Altius and cash of $140,039,989.40. Following the issuance of the consideration shares, Altius now has a total of 55,915,754 common shares issued and outstanding.
Joint tax election information
Altius intends to make joint tax elections with eligible former Lithium Royalty shareholders who received consideration shares, where available and subject to applicable law. Instructions for completing and submitting the joint tax election forms, including deadlines and contact details, are available on Altius's website.
Waratah Capital Advisors Ltd. updates shareholdings in Altius
Waratah (together with its affiliates, controlling persons and investment funds managed by it and its affiliates, collectively, the Waratah Group) has announced today that, as a result of the consideration shares issued to Royalty Capital I LP, Royalty Capital II LP, Royalty Capital I-II LP and Royalty Capital II-II LP, and 2401261 Ontario Inc. (the Ontario entity), each a member of the Waratah Group, in connection with the closing of the arrangement, the Royalty Capital funds and the Ontario entity acquired 7,805,234 common shares of Altius.
Prior to the closing of the arrangement and excluding any entitlement to receive consideration shares pursuant to the arrangement, the Waratah Group did not directly or indirectly, have beneficial ownership of, or control or direction over, any common shares of Altius.
Following the closing of the arrangement, the Waratah Group, directly and indirectly, has beneficial ownership of, or control or direction over, 7,805,234 common shares of Altius, representing approximately 14.0 per cent of the outstanding common shares of Altius.
The securities were acquired by the Royalty Capital funds and the Ontario entity, and issued by Altius, as consideration shares pursuant to the closing of the arrangement. Further details of the arrangement and the consideration payable to former Lithium Royalty shareholders pursuant to the arrangement are set out in the Lithium Royalty circular, which has been filed under Lithium Royalty's issuer profile on SEDAR+. Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, the preferences of investors in the Royalty Capital funds, the issuer's business and financial condition and/or any other factors that the Waratah Group may deem relevant, the Waratah Group may take such actions with respect to its investment in Altius as it deems appropriate.
A copy of the early warning report to be filed by Waratah in respect of the transactions contemplated in this news release can be obtained by contacting Philip Panet at 416-687-6791 or notices@waratahcap.com. Waratah's address is located at 1133 Yonge St. (fifth floor), Toronto, Ont., M4T 2Y7.
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 55,915,754 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.
About Lithium Royalty Corp.
Lithium Royalty 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. Lithium Royalty'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.
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