Mr. Ernie Ortiz reports

LITHIUM ROYALTY CORP. AGREES TO BE ACQUIRED BY ALTIUS MINERALS CORPORATION

Lithium Royalty Corp. has entered into a definitive arrangement agreement with Altius Minerals Corp., whereby Altius will acquire all of the outstanding common shares and convertible common shares of Lithium Royalty, for a choice of consideration per share of either (i) 0.240 common share of Altius, (ii) $9.50 in cash or (iii) if no choice is made, 0.160 common share of Altius and $3.166666 in cash. The all-cash and all-share consideration is subject to proration, with aggregate cash consideration capped at approximately $174-million and aggregate share consideration capped at 11.5 million common shares of Altius. The transaction is not subject to any financing condition and is expected to close near the end of the first quarter of 2026, subject to obtaining the required shareholder and court approvals, regulatory approvals, if any, and the satisfaction of other customary closing conditions.

The purchase price represents a premium of approximately 29.6 per cent and 41.4 per cent to the closing price and the 30-trading day volume weighted average trading price, respectively, of the common shares on the Toronto Stock Exchange on Dec. 19, 2025, the last trading day prior to the announcement of the transaction. The purchase price implies an aggregate total equity value of approximately $521-million.

"This transaction represents an exciting new chapter for the company," said Ernie Ortiz, chief executive officer of Lithium Royalty. "Altius brings a 28-year history of strong leadership, value creation, strategic vision and unmatched execution, and has been a supporter of Lithium Royalty from inception. We are excited to combine Lithium Royalty's 37 high-growth lithium and critical mineral royalties with Altius's strong free cash flow, financial strength and diverse portfolio of royalties on growth-oriented commodities. The Altius platform has scale, liquidity and financial strength that will enable Lithium Royalty to execute on its proprietary pipeline of critical mineral royalties and continue to achieve outsized growth among royalty peers."

Transaction details

The transaction emerged from a strategic review process conducted by the company in late November and December, 2025, resulting from a proposal received from Altius, and was conducted under the oversight of a committee of independent directors advised by highly qualified legal and financial advisers. Based on interest, value, strategic fit, the support of the royalty capital limited partnerships managed by Waratah Capital Advisors Ltd. and Riverstone VI Lithium Royalty B.V., and other matters considered by the special committee and by the company's board of directors, the company entered into the arrangement agreement based on the unanimous approval of the board after receiving the unanimous recommendation of the special committee. Both the board and the special committee determined, after receiving financial and legal advice, that the transaction is in the best interests of the company and that the terms and conditions of the transaction are fair and reasonable to the shareholders of the company, and the board unanimously recommends that shareholders vote in favour of the transaction at the special meeting of shareholders to be held to approve the transaction.

In connection with the transaction, Royalty Capital Funds and Riverstone, who collectively own or control approximately 84.7 per cent of the outstanding shares, have entered into voting and support agreements agreeing to vote their shares in favour of the transaction at the meeting. In addition, each of the directors and executive officers of the company, who collectively hold less than 3 per cent of the outstanding shares (excluding their interests held through the royalty capital funds), have entered into similar voting and support agreements.

Transaction rationale

The conclusions and recommendations of the special committee and the board were based on several factors, including the following:

Strategic alternatives: The transaction is the result of a strategic review process led by the company's financial advisers, TD Securities Inc. and Cormark Securities Inc., which included outreach to a pool of potential interested parties. After assessing (with the assistance of financial and legal advisers) 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 transaction is more favourable to shareholders than any other strategic alternative reasonably available to the company.

• Compelling value to shareholders: The purchase price represents a premium of approximately 41.4 per cent to the 30-trading day volume-weighted average trading price of the common shares as of Dec. 19, 2025.
• Fairness opinions: The special committee received an opinion from Canaccord Genuity Corp., and the board received opinions from both TD Securities and Cormark, in each case that, as of Dec. 21, 2025, and subject to the assumptions, limitations and qualifications to be set forth in written fairness opinions to be subsequently delivered, the consideration to be received by the shareholders (excluding the royalty capital funds) pursuant to the transaction is fair, from a financial point of view, to such shareholders.
• Arrangement agreement terms: The arrangement agreement is the result of a comprehensive negotiation process that was undertaken at arm's length, with the oversight and participation of the special committee, advised by highly qualified legal and financial advisers and resulted in terms and conditions that are reasonable in the judgment of the special committee and the board and treat all stakeholders of the company equitably and fairly.
• Ability to respond to superior proposal: Under the arrangement agreement, the board of directors, in certain circumstances until shareholder approval is obtained, is able to consider any unsolicited acquisition proposals. Where the board determines that an acquisition proposal is a superior proposal, the board may, subject to a right to match in favour of Altius, terminate the arrangement agreement in order to enter into a definitive agreement with respect to such superior proposal, or in certain circumstances withdraw, modify or amend its recommendation that shareholders vote to approve the transaction and terminate the arrangement agreement, provided that the company pays a break fee to Altius.
• Break fee: The break fee of $23.44-million is only payable by the company in limited circumstances, such as where the arrangement agreement is terminated as a result of the board accepting a superior proposal in accordance with the terms of the arrangement agreement or changing its recommendation.
• No financing condition: The transaction is not subject to a financing condition.
• Minority vote and court approval: The transaction must be approved (i) by two-thirds of the votes cast by shareholders at the meeting, (ii) by a simple majority of the votes cast by shareholders at the meeting excluding the shares owned or controlled by the royalty capital funds and any other shareholders required to be excluded from such vote in the context of a business combination pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, and (iii) by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the transaction to shareholders.
• Support for the transaction: As described above, the royalty capital funds and Riverstone, and all of the company's directors and executive officers have entered into voting and support agreements, pursuant to which they have agreed to, among other things, vote in favour of the transaction at the meeting.

Fairness opinions

In connection with its review and consideration of the transaction, the Special committee engaged Canaccord Genuity to provide independent financial advice with respect to the consideration to be provided to the shareholders in the transaction. Canaccord Genuity provided an oral opinion that, as of Dec. 21, 2025, and subject to the assumptions, limitations and qualifications to be set forth in Canaccord Genuity's written fairness opinion, the consideration to be received by the shareholders (excluding the royalty capital funds) pursuant to the transaction is fair, from a financial point of view, to such shareholders.

The board also received oral opinions from each of TD Securities and Cormark that, as of Dec. 21, 2025, and subject to the assumptions, limitations and qualifications to be set forth in their written fairness opinions, the consideration to be received by shareholders (excluding the royalty capital funds) pursuant to the transaction is fair, from a financial point of view, to such shareholders.

Additional transaction details

The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporations Act. The transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by shareholders at the meeting; (ii) the approval of a simple majority of the votes cast by shareholders other than the royalty capital funds and any other shareholders required to be excluded pursuant to MI 61-101 at the meeting; and (iii) court approval. Completion of the transaction is not subject to a financing condition.

The company intends to hold the meeting to consider and vote on the transaction in early 2026. If approved at the meeting, the transaction is expected to close near the end of the first quarter of 2026, subject to court approval and other customary closing conditions. Following closing of the transaction, Altius intends to cause the Lithium Royalty common shares to be delisted from the TSX.

Ernie Ortiz is expected to join Altius following the conclusion of the transaction.

Further information regarding the terms and conditions of the transaction is set out in the arrangement agreement, which will be publicly filed under the company's SEDAR+ profile. Additional information regarding the terms of the arrangement agreement, the background to the transaction, the fairness opinions and the rationale for the recommendations by the special committee and the board will be provided in the information circular for the meeting, which will also be filed under the company's SEDAR+ profile.

Bridge loan

Additionally, subject to completion of 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 fund royalty acquisitions. Subject to TSX approval, if the arrangement agreement is terminated by Lithium Royalty in order to enter into a definitive agreement with respect to a superior proposal, Altius will have the right to convert the outstanding balance into common shares of Lithium Royalty at a conversion price of $9.50 per share.

Advisers

TD Securities and Cormark are acting as financial advisers to the company. Canaccord Genuity was engaged to provide independent financial advice to the special committee. Davies Ward Phillips & Vineberg LLP is acting as legal adviser to the company. Blake, Cassels & Graydon LLP is acting as legal adviser to the special committee.

About Lithium Royalty Corp.

Lithium Royalty is a lithium-focused royalty company organized in Canada, which has established a globally diversified portfolio of 37 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.

We seek Safe Harbor.