Lithium Royalty Corp. (TSX: LIRC) ("LRC" or the "Company") announced today that it has amended the terms of its previously announced "modified Dutch auction" substantial issuer bid (the "Offer") pursuant to which the Company is offering to repurchase for cancellation up to C$7,000,000 of its common shares (the "Shares").
The Offer has been amended to increase the price range offered to shareholders who tender their Shares pursuant to the Offer to a price of not less than C$5.20 per Share and not more than C$5.70 per Share (in increments of C$0.10 per Share) (the "New Range"). The New Range varies the original price range of the Offer of C$4.50 to C$5.20 per Share. The high end of the New Range represents a 30% premium to the 20-day volume-weighted average price of the Shares prior to the announcement of the Offer on March 20, 2025.
In connection with the variation of the price range of the Offer, the expiry date of the Offer has been extended to 5:00 p.m. (Toronto time) on May 15, 2025 (the "Expiration Date"), unless further extended, varied, or withdrawn by the Company. All other terms of the Offer remain unchanged. The Company anticipates announcing the results of the Offer shortly after the Expiration Date.
As of April 30, 2025, there were 25,055,877 Shares and 30,549,214 convertible common shares of the Company ("Convertible Common Shares" and, together with the Shares, "Equity Shares") issued and outstanding, for an aggregate of 55,605,091 Equity Shares. The revised Offer would be for approximately 2.42% of the total number of issued and outstanding Equity Shares if the Purchase Price is determined to be C$5.20 (the minimum price under the Offer) or approximately 2.21% if the Purchase Price is determined to be C$5.70 (the maximum price under the Offer). The Offer is being made only for Shares, not for Convertible Common Shares or any other securities of the Company.
As a result of the variation of the Offer, any shareholder who previously tendered their Shares to the Offer prior to the date hereof is advised that such tender is no longer valid and that the shareholder will be required to properly retender their Shares in the manner described in the Notice of Variation (as defined below) in order to participate in the Offer. For clarity, all Shares previously tendered will be deemed to be withdrawn and will not be accepted for take-up and payment unless shareholders take the steps described in the Notice of Variation. If you previously tendered your Shares and do not properly retender them, your Shares will be returned to you by TSX Trust, the depositary for the Offer, promptly after the Expiration Date.
For registered shareholders, an amended letter of transmittal will be available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.lithiumroyaltycorp.com. Shareholders should follow the instructions therein to tender their Shares prior to the Expiration Date. Non-registered shareholders should contact their investment dealer, stockbroker, or other intermediary without delay to ensure their Shares are properly deposited.
Details of the Offer, including instructions for tendering Shares and the factors considered by the Board of Directors in approving the Offer, are available in the formal offer to purchase and issuer bid circular, as amended by the notice of variation dated April 30, 2025 (the "Notice of Variation"), the amended letter of transmittal and the amended notice of guaranteed delivery (which will be filed on SEDAR+ and made available on the Company's website as soon as practicable) (collectively, the "Offer Documents"). Shareholders are urged to read the Offer Documents carefully and consult their own financial, legal, investment and tax advisors prior to making any decision with respect to the Offer.
