Star Metro - Eagle Royalties Files Management Information Circular for Reverse Takeover Transaction with Summit Royalty and Encourages Shareholders to Access Meeting Materials Electronically

Annual and Special Meeting on October 30, 2025

At the Meeting, Eagle Shareholders will be asked, among other things, to consider and, if considered advisable, approve an ordinary resolution (the "Transaction Resolution") authorizing the "Fundamental Change" (as defined under the policies of the Canadian Securities Exchange) of Eagle, as more particularly described in the Circular. If the Transaction Resolution is approved, Eagle will implement a three-cornered amalgamation (the "Transaction") with Summit Royalty Corp. ("Summit") and 1001280658 Ontario Inc. ("Newco"), a wholly-owned subsidiary of the Corporation, pursuant to an amalgamation agreement dated June 30, 2025 among the Corporation, Summit and Newco, which will result in a reverse takeover of the Corporation by Summit. The resulting issuer of the Transaction is expected to be named "Summit Royalties Ltd." (the "Resulting Issuer").

Eagle Shareholders will also be asked to consider and, if considered advisable, approve various other corporate actions in connection with the Transaction, including but not limited to, a 5:1 consolidation, name change to "Summit Royalties Ltd.", board reorganization, the adoption of a new omnibus incentive plan and auditor change, as well as various annual business matters (together, with the Transaction Resolution, the "Resolutions"), as more particularly described in the Circular.

The Board of Directors of Eagle unanimously recommends that Eagle Shareholders vote FOR the Resolutions.

Mailing of Meeting Materials and General Advisory on Canada Post Strike and Related Disruption

Mailing of the Meeting materials has commenced and Eagle Shareholders should receive them in due course. All of the Meeting materials can be accessed on Eagle's corporate website (https://www.eagleroyalties.com/ER-AGM-material) and on SEDAR+ (www.sedarplus.ca) under Eagle's issuer profile.

Registered Eagle Shareholders

Registered Eagle Shareholders will receive the Meeting materials via courier. Registered Eagle Shareholders are encouraged to vote their Eagle common shares via the internet at https://css.olympiatrust.com/pxlogin or email [email protected], or fax (403) 668-8307.

Registered Eagle Shareholders who wish to exercise their dissent rights in connection with the Corporation's continuance into Ontario are also cautioned to deliver their written objection to Eagle by mail using a method other than Canada Post in accordance with the instructions set forth in the Circular to ensure that they are received in a timely manner.

Beneficial Eagle Shareholders

Due to the ongoing Canada Post labour strike, it is possible that Beneficial Eagle Shareholders may experience a delay in receiving the Meeting materials and are encouraged to access the Meeting materials electronically as noted above. Beneficial Eagle Shareholders experiencing a delay in receiving the Meeting materials should contact their broker or other intermediary for assistance in obtaining their individual control numbers in order to vote their Eagle common shares. Beneficial Eagle Shareholders are encouraged to vote their Eagle common shares via the internet at www.proxyvote.com. We recommended that any physical forms of proxy or voting instruction forms be delivered via courier to ensure that they are received in a timely manner. The deadline for the receipt of proxies or voting instruction forms for the Meeting is 10:00 am (Calgary time) on October 28, 2025.

Anticipated Listing on the TSX Venture Exchange

Assuming the conditions to the Transaction, including the approval of the Eagle Shareholders, are satisfied or waived (as applicable), Eagle expects the Transaction to close in November 2025. Eagle's common shares are currently halted for trading on the Canadian Securities Exchange and will remain halted until the expected delisting of Eagle shares from the Canadian Securities Exchange in connection with the closing of the Transaction. Following the closing of the Transaction, the shares of the Resulting Issuer are expected to be listed and commence trading on the TSX Venture Exchange (the "TSXV") under the symbol "SUM", subject to the receipt of all required approvals of the TSXV.

About Eagle Royalties Ltd.

Eagle benefits from maintaining a strong treasury and holds a diverse portfolio of over 35 royalty interests in western Canada. Target commodities subject to royalties include a broad spectrum including critical metals, precious metals, industrial minerals and diamonds. Its flagship royalty is associated with the AurMac Project located in Yukon, operated by Banyan Gold Corp. Eagle holds royalty interests ranging from 0.5% to 2% on claims that contain a significant portion of AurMac's inferred gold resource located at the Powerline and Airstrip deposit areas. Eagle also holds royalty interests on a number of historical base metal deposits located in Western Canada.

On behalf of the Board of Directors

"Tim J. Termuende"
President and CEO

For further information regarding Eagle, please contact:
Mike Labach, Business Development Officer, at 1 866 HUNT ORE (486 8673), Email: [email protected] or visit our website at https://www.eagleroyalties.com/

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release may be deemed "forward‐looking statements" within the meaning of applicable Canadian securities laws. These forward‐looking statements, by their nature, require Eagle to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. Information contained in forward‐looking statements, including with respect to the ability to satisfy or waive on satisfactory terms any conditions to the completion of the Transaction (including but not limited to any required regulatory and shareholder approvals), ability and timing to complete the Transaction (if at all), the expected delisting of Eagle shares from the Canadian Securities Exchange and the anticipated listing of the Resulting Issuer shares on the TSXV are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, current information available to the management of Eagle, as well as other considerations that are believed to be appropriate in the circumstances. Eagle considers its assumptions to be reasonable based on information currently available, but caution the reader that their assumptions regarding future events, many of which are beyond the control of Eagle, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affects Eagle and its business.

For additional information with respect to these and other factors and assumptions underlying the forward‐looking statements made in this news release concerning Eagle, see the risk factors outlined in the Circular as well as the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of Eagle and other publicly filed documents of Eagle, all of which are filed with the Canadian securities commissions and available electronically under Eagle's issuer profile on SEDAR+ (www.sedarplus.ca). The forward‐looking statements set forth herein concerning Eagle reflect management's expectations as at the date of this news release and are subject to change after such date. Eagle disclaims any intention or obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Neither the Canadian Securities Exchange nor any other regulatory body has reviewed or approved the contents of this news release.

SOURCE: Eagle Royalties Ltd.

View the original press release on ACCESS Newswire

Ch.Levesque--SMC