Lithium Royalty Corp. Announces Final Results of Substantial Issuer Bid

National Post

16-05-2025

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TORONTO — Lithium Royalty Corp (TSX: LIRC) ('LRC' or the 'Company) announces the final results of its substantial issuer bid (the 'Offer'), pursuant to which the Company offered to purchase up to C$7 million in value of its outstanding common shares (the 'Shares') from holders of Shares (the 'Shareholders') for cash, at a single price per Share of not less than C$5.20 per Share and not more than C$5.70 per Share, through a 'modified Dutch auction' process.
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In accordance with the terms and conditions of the Offer and based on the calculations of TSX Trust Company, as depositary for the Offer (the 'Depositary'), the purchase price determined by the modified Dutch auction process will be C$5.70 per Share (the 'Purchase Price'), and the Company will take up and pay for all 561,594 Shares tendered to the Offer at the Purchase Price.
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The Company commenced the Offer in part on the basis that the repurchase of Shares was an attractive investment by the Company and because the trading price of the Shares was meaningfully below estimates of net asset value per Share. Notwithstanding the extension to the original tender period and the increase in the original tender price range both announced on April 30, 2025, holders of Shares largely determined to continue holding their Shares, such that the Shares tendered to the Offer represented only 45.7% of the C$7 million maximum purchase amount of the Offer. The Company will continue to explore opportunities to grow net asset value per share, including through additional share repurchases if determined appropriate. Following the expiry of the Offer, the Company will no longer be restricted from making purchases under its normal course issuer bid.
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Payment for the Shares accepted for purchase under the Offer will occur in accordance with the terms of the Offer and applicable law. The Shares tendered to the Offer represent approximately 2.24% of the total number of the Company's issued and outstanding Shares as of May 15, 2025, before giving effect to the results of the Offer. After the cancellation of the Shares taken up and paid for by the Company, LRC anticipates that approximately 24,494,283 Shares will be issued and outstanding, together with 30,549,214 convertible common shares of the Company (together with the Shares, 'Equity Shares') issued and outstanding, for an aggregate of 55,043,497 Equity Shares.
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To assist shareholders in determining the Canadian tax consequences of the Offer, the Company estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is approximately C$6.51 and the 'specified amount' for purposes of subsection 191(4) of the Income Tax Act (Canada) is approximately C$5.65.
Details of the Offer are available in the formal offer to purchase and issuer bid circular dated March 25, 2025, 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 (collectively, the 'Offer Documents'). The Notice of Variation extended the original expiry date and increased the tender price range of the Offer.
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This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.
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About Lithium Royalty Corp.
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LRC is a lithium-focused royalty company organized in Canada, which has established a globally diversified portfolio of 35 revenue 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 and other battery materials. LRC is a signatory to the Principles for Responsible Investment; the integration of ESG factors and sustainable mining are considerations in our investment analysis and royalty acquisitions.
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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 future events or future performance, the Company's current intentions regarding the Offer, the timing, terms and conditions of the Offer, estimates of the net asset value per Share, the source of funds through which the Shares will be purchased, the ultimate Purchase Price, the number of Shares to be purchased and the resumption of the NCIB. 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.
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A number of factors could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty revenue (including various lithium products); fluctuations in the value of the Canadian and Australian dollar and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; the adoption of a global minimum tax on corporations; regulatory, political or economic developments in any of the countries where properties in which LRC holds a royalty or other interest are located or through which they are held; risks related to the operators of the properties in which LRC holds a royalty or other interest, including changes in the ownership and control of such operators; relinquishment or sale of mineral properties; influence of macroeconomic developments; business opportunities that become available to, or are pursued by LRC; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which LRC holds a royalty or other interest; whether or not the Company is determined to have 'passive foreign investment company' ('PFIC') status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which LRC holds a royalty or other interest; actual mineral content may differ from the resources and reserves contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks associated with the solvency of operators of projects that LRC has royalties over; risks and hazards associated with the business of development and mining on any of the properties in which LRC holds a royalty or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, sinkholes, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; and the integration of acquired assets. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which LRC holds a royalty or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities (including various lithium products) that underlie the asset portfolio; the Company's ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; the expected application of tax laws and regulations by taxation authorities; no adverse development in respect of any significant property in which LRC holds a royalty or other interest; the solvency of project operators; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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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