Electric Royalties Ltd. - Capital/Financing Update 2022

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise . This prospectus supplement (the “ Prospectus Supplement ”), together with the accompanying short form base shelf prospectus dated February 28, 2022 (the “ Base Prospectus ”) to which it relates, as amended or supplemented (this Prospectus Supplement and the Base Prospectus are together the “ Prospectus ”) and each document deemed to be incorporated by reference herein and therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized and permitted to sell such securities. See “Plan of Distribution”.

The securities offered under this Prospectus Supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws. Accordingly, these securities may not be offered or sold, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act (“ United States ” and “ U.S. Persons ”, respectively), unless an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States is available. This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, U.S. Persons. See “Plan of Distribution”.

Information has been incorporated by reference in this Prospectus Supplement from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from Electric Royalties Ltd., 14[th] Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 (Telephone 778-373-4533) (Attn: Corporate Secretary), and are also available electronically at www.sedar.com .

PROSPECTUS SUPPLEMENT TO THE SHORT FORM BASE SHELF PROSPECTUS DATED FEBRUARY 28, 2022

New Issue

May 5, 2022

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ELECTRIC ROYALTIES LTD.

$3,000,000 10,000,000 Units

This Prospectus Supplement, together with the accompanying Base Prospectus, qualifies the distribution (the “ Offering ”) of up to 10,000,000 units (the “ Units ”) of Electric Royalties Ltd. (the “ Company ”) at a price of $0.30 per Unit (the “ Offering Price ”). Each Unit consists of one common share of the Company (a “ Common Share ”) and one Common Share purchase warrant of the Company (each a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.45 per Common Share until the date that is 36 months following the Closing Date (as defined below), subject to adjustment in certain circumstances. The Units will separate into Common Shares and Warrants immediately upon issue. See “ Plan of Distribution ”.

The Units will be offered for sale on a “best efforts” agency basis pursuant to an agency agreement dated May 5, 2022 (the “ Agency Agreement ”) entered into among the Company, Canaccord Genuity Corp., as the lead agent and sole bookrunner (the “ Lead Agent ”), PI Financial Corp. and Research Capital Corporation (together with the Lead Agent, the “ Agents ”). The Offering Price was determined by arm’s-length negotiation between the Company and the Lead Agent, on its own behalf and on behalf of the other Agents, with reference to the prevailing market price of the Common Shares. See “ Plan of Distribution ”.

The Company’s outstanding Common Shares are listed for trading on the TSXV under the trading symbol “ELEC” and are quoted on the OTCQB Venture Market (the “ OTCQB ”) under the trading symbol “ELECF”. The closing price of the Common Shares on the TSXV on May 4, 2022, being the trading session on the last trading day before the date of this Prospectus Supplement, was $0.315 per Common Share. The closing price of the Common Shares on the OTCQB on May 4, 2022, being the trading session on the last trading day before the date of this Prospectus Supplement, was US$0.235 per Common Share. The Company has applied to list the Common Shares being

distributed under this Prospectus Supplement, as well as the Common Shares issuable upon exercise of the Warrants and Compensation Warrants (as defined below) on the TSXV. The TSXV has not conditionally approved the Company’s listing application and there is no assurance the TSXV will approve the listing application. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

The Company has not applied and does not intend to apply to list the Warrants on the TSXV or any other securities exchange. There is no market through which the Warrants may be sold and purchasers may not be able to resell Warrants purchased under this Prospectus Supplement. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation. See “Risk Factors”.

Price: $0.30 per Unit

	Price to the	Agents’	Net Proceeds to the
	Public	Commission(1)	Company(2)
Per Unit	$0.30	$0.021	$0.279
Total Offering(3)	$3,000,000	$210,000	$2,790,000

Notes:

(1) In connection with the Offering, the Company has agreed to pay the Agents a cash fee (the “ Agents’ Commission ”) equal to 7% of the gross proceeds of the Offering. As additional consideration, the Company will issue to the Agents such number of non-transferable Common Share purchase warrants of the Company (each, a “ Compensation Warrant ”) as is equal to 7% of the total number of Units sold under the Offering, including Units sold pursuant to the exercise of the Over-Allotment Option. Each Compensation Warrant will entitle the holder thereof to purchase one Common Share, at the Offering Price, at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date. This Prospectus Supplement also qualifies the distribution of the Compensation Warrants to the Agents (including Compensation Warrants issued in respect of Units sold pursuant to the exercise of the OverAllotment Option (as defined below)). See “Plan of Distribution” and see “Use of Proceeds” for additional information regarding the Agents’ Commission and net proceeds to the Company.
(2) Before deducting the expenses of the Offering, which are estimated to be $250,000, and which will be paid by the Company from the proceeds of the Offering. See “Use of Proceeds”.
(3) The Company has also granted to the Agents an over-allotment option (the “ Over-Allotment Option ”), exercisable in whole or in part in the sole direction of the Agents, for a period of 30 days from and including the Closing Date, to arrange for the purchase of, solely to cover over-allotments, if any, and for market stabilization purposes: (i) additional Units at the Offering Price; (ii) additional Warrants at a price of $0.04; or (iii) any combination of additional Units and/or additional Warrants (together, the “ Additional Securities ”), so long as the aggregate number of Warrants which may be issued under the Over-Allotment Option does not exceed 1,500,000 Warrants.
(4) If the Over-Allotment Option is exercised in full for Units, the total number of Units sold under the Offering will be 11,500,000, the total price to the public will be $3,450,000, the total Agents’ Commission will be $241,500, and the total net proceeds to the Company (before deducting the estimated expenses of the Offering) will be $3,208,500. This Prospectus Supplement also qualifies the grant to the Agents of the Over-Allotment Option and the distribution of any Additional Securities issued in connection with the exercise thereof. A purchaser who acquires securities forming part of the Agents’ over-allotment position acquires those securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution” .

Unless the context otherwise requires, all references to the “ Offering ”, “ Units ”, “ Common Shares ”, “ Warrants ”, and “ Compensation Warrants ” in this Prospectus Supplement includes all Additional Securities issuable assuming the exercise of the Over-Allotment Option.

There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small proportion of the offering amount set out above.

The following table sets out the maximum number of securities under options issuable to the Agents in connection with the Offering:

Agents’ Position	Maximum Number of Securities	Exercise Period	Exercise Price
Over-Allotment Option	1,500,000 Units and/or Warrants(1)	30 days from and including the Closing Date	$0.30 per Unit $0.04 per Warrant
Compensation Warrants	805,000 Compensation Warrants, each exercisable for one Common Share(2)	Exercisable at any time until 24 months following the Closing Date	$0.30 per Common Share upon exercise of each Compensation Warrant

Notes:

(1) For additional information see footnote (3) on page ii and “Plan of Distribution”.

(2) Assumes the Over-Allotment Option is exercised in full.

No Canadian or other securities regulator has approved or disapproved of the securities offered hereby, passed upon the accuracy or adequacy of this Prospectus Supplement and the accompanying Base Prospectus or determined if this Prospectus Supplement and the accompanying Base Prospectus are truthful or complete. Any representation to the contrary is a criminal offence.

Investing in Units of the Company involves a high degree of risk. Before purchasing Units you should carefully review and consider the risks outlined in this Prospectus Supplement, together with the accompany Base Prospectus, including the documents incorporated by reference herein and therein. See “Risk Factors”.

The Agents, as agents, conditionally offer the Units on a “best efforts” basis, subject to prior sale, if, as and when issued by the Company and accepted by the Agents in accordance with the terms and conditions contained in the Agency Agreement referred to under “Plan of Distribution”, and subject to the approval of certain legal matters on behalf of the Company by McCarthy Tétrault LLP and on behalf of the Agents by Cassels Brock & Blackwell LLP.

Prospective investors should be aware that the acquisition of the Units described herein may have tax consequences, depending on each prospective investor’s specific circumstances. Prospective investors should consult with their own tax advisors with respect to such tax considerations and read the tax discussion contained in this Prospectus Supplement. See “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”.

The Offering is being made in each of the provinces of Canada, other than Québec. The Units will be offered in each of such provinces through those Agents or their affiliates who are registered to offer Units for sale in such provinces and such other registered dealers as may be designated by the Agents. Subject to applicable law, the Agents may offer the Units in the United States or to, or for the account or benefit of, U.S. Persons and in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Agents. See “ Plan of Distributio n”.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that closing of the Offering will occur on or about May 12, 2022 or such other date as may be agreed to in writing between the Company and the Lead Agent (the “ Closing Date ”). In connection with the Offering, the Agents may, subject to applicable laws, effect transactions intended to stabilize or maintain the market price for the Common Shares at levels other than those

iii

which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ”.

It is anticipated that the Common Shares and the Warrants comprising the Units will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Common Shares and Warrants on behalf of owners who have purchased Units in accordance with the book-based system. Notwithstanding the foregoing, purchasers that are in the United States or U.S. Persons or purchasing for the account or benefit of U.S. Persons or persons in the United States may receive the Common Shares and Warrants at closing in certificated form or confirmations under the Direct Registration System (DRS) maintained by the Company’s Transfer Agent and the Warrant Agent. See “ Plan of Distribution ”.

Each of Robert W Schafer, a director of the Company, and Martin Raffield, a “Qualified Person” (as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”)), resides outside of Canada. Each of the foregoing has appointed Cartan Limited, Box 48, Suite 5300, Toronto Dominion Bank Tower, Toronto, Ontario M5K 1E6 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if such person or company has appointed an agent for service of process.

The head office and registered office of the Company is located at 14[th] Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1.

TABLE OF CONTENTS PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT....................................................................................................................... 1 FORWARD-LOOKING STATEMENTS ............................................................................................................................... 1 DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................................. 3 MARKETING MATERIALS ................................................................................................................................................ 4 ELIGIBILITY FOR INVESTMENT ....................................................................................................................................... 4 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ............................................................................... 5 THE COMPANY ............................................................................................................................................................... 6 USE OF PROCEEDS ......................................................................................................................................................... 6 CONSOLIDATED CAPITALIZATION .................................................................................................................................. 7 PRIOR SALES................................................................................................................................................................... 8 TRADING PRICE AND VOLUME ...................................................................................................................................... 9 PLAN OF DISTRIBUTION ............................................................................................................................................... 10 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................................................... 13 RISK FACTORS .............................................................................................................................................................. 15 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................................................ 17 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .................................................................................. 17 LEGAL MATTERS........................................................................................................................................................... 21 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................................................... 21 INTEREST OF EXPERTS.................................................................................................................................................. 22 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................................................................... 22 CERTIFICATE OF THE COMPANY ................................................................................................................................ C-1 CERTIFICATE OF THE AGENTS .................................................................................................................................... C-2

TABLE OF CONTENTS BASE SHELF PROSPECTUS

GENERAL MATTERS........................................................................................................................................................ 2 DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................................. 2 FORWARD LOOKING STATEMENTS................................................................................................................................ 4 TECHNICAL DISCLOSURE ................................................................................................................................................ 5 GLOSSARY ...................................................................................................................................................................... 6 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ............................................................................... 7 MARKET AND INDUSTRY DATA ...................................................................................................................................... 7 THE COMPANY ............................................................................................................................................................... 8 RECENT DEVELOPMENTS ............................................................................................................................................. 18 USE OF PROCEEDS ....................................................................................................................................................... 18 EARNINGS COVERAGE RATIO ...................................................................................................................................... 19 CONSOLIDATED CAPITALIZATION ................................................................................................................................ 19 PRIOR SALES................................................................................................................................................................. 19 TRADING PRICE AND VOLUME .................................................................................................................................... 19 PLAN OF DISTRIBUTION ............................................................................................................................................... 19 DESCRIPTION OF SECURITIES ....................................................................................................................................... 21 OTHER MATTERS RELATING TO THE SECURITIES ......................................................................................................... 25 RISK FACTORS .............................................................................................................................................................. 27 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................................................ 28 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS ........................................................................ 28 CERTAIN INCOME TAX CONSIDERATIONS ................................................................................................................... 28 LEGAL MATTERS........................................................................................................................................................... 29 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................................................... 29 INTEREST OF EXPERTS.................................................................................................................................................. 29 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................................................................... 29 CONTRACTUAL RIGHTS OF RESCISSION ....................................................................................................................... 30 CERTIFICATE OF THE COMPANY ............................................................................................................................... C-1

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is composed of two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and adds to and supplements information contained in the accompanying Base Prospectus and the documents incorporated by reference therein. The second part is the Base Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Base Prospectus solely for the purpose of the Offering.

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Base Prospectus. The Company has not authorized any other person to provide investors with additional or different information. If anyone provides prospective investors with any additional, different or inconsistent information, prospective investors should not rely on it.

Prospective investors should not assume that the information contained in or incorporated by reference in the Prospectus Supplement is accurate as of any date other than the date of the document in which such information appears. The Company’s business, financial condition, results of operations and prospects may have changed since those dates. Information in this Prospectus Supplement updates and modifies the information in the Base Prospectus and information incorporated by reference herein and therein.

To the extent that any statements made in this Prospectus Supplement differs from those in the Base Prospectus, the statements made in the Base Prospectus and the information incorporated by reference therein are deemed modified or superseded by the statements made in this Prospectus Supplement and the information incorporated by reference herein. If the description of the Units varies between this Prospectus Supplement and the Base Prospectus, investors should rely on the information in this Prospectus Supplement.

This Prospectus Supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this Prospectus Supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Unless the context otherwise requires, references in this Prospectus Supplement to “we”, “our”, “us” or the “Company” refer to Electric Royalties Ltd. and each of its subsidiaries. Capitalized terms used but not defined herein have the meanings given to those terms in the Base Prospectus.

FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, including the documents incorporated by reference herein, contain forwardlooking statements and forward-looking information (collectively referred to as “ forward-looking statements ”) which may not be based on historical fact, including without limitation statements regarding our expectations in respect of future financial position, business strategy, future production, future royalty acquisitions, mineral resource and mineral reserve potential, exploration drilling, exploitation activities, events or developments that we expect to take place in the future, projected costs and plans and objectives. Often, but not always, forward-looking statements can be identified by the use of the words “believes”, “may”, “plan”, “will”, “estimate”, “scheduled”, “continue”, “anticipates”, “intends”, “expects”, and similar expressions. Forward-looking statements include but are not limited to statements about our acquisition strategy and long-term objectives, acquisitions in our acquisition pipeline, industry trends, demand for commodities underlying our royalty portfolio and the mineral properties in which we have a royalty or other similar interest.

Such statements reflect our management’s current views with respect to future events and are necessarily based upon a number of estimates and assumptions, including those relating to, among others:

demand for commodities that can be utilized in clean energy solutions will remain strong or increase;
prices for the Company’s target commodities will remain elevated for a period or will improve;

the proposed development of our royalty projects will be viable operationally and economically and will proceed as expected;
the operators of the properties in which we hold royalty or other similar interests will not experience any material accident, labor dispute, failure of equipment or other event that materially disrupts development or operations; and
any additional financing required by us will be available on reasonable terms.

While the Company considers such estimates and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including risks and uncertainties relating to, among others:

our ability to acquire royalties on favourable terms or at all;
the success or profitability of our royalty investments;
our dependence on the owners and operators of the mining properties underlying our royalty investments;
the impact of increased production costs on returns to royalty investors;
our limited access to data and disclosure regarding exploration, development and operation of mining projects in which the Company has a royalty interest;
uncertainty of exploration results on exploration properties in which the Company has a royalty interest;
risks affecting mining properties and the mining industry generally, including:
natural disasters and other catastrophic events;
compliance with environmental laws and regulations by the battery minerals project owner or operator;
local public opposition, negative public or community response to battery mineral project exploration, development or operation;
delays and cost overruns in the design and construction of development stage projects;
permitting risk;
health, safety and environmental risks;
insurance risk; and
the impact of COVID-19 or other pandemics;
changes in the price of commodities that impact the value of royalty interests;
changes in technology and future demand for commodities;
the potential early termination of royalty agreements;
our dependence on mine owners or operators for the calculation of royalty amounts and accurate reporting;
the potential delay or failure of mine owners to pay royalty payments;
royalty agreements and payments may not be honoured or made by the owners and operators of the mining properties underlying our royalty investments;
rights of third parties that may impact our royalty investments;
our ability to execute on our acquisition strategy for to acquire additional royalty interests;
increased competition for royalty interests;
the concentration of our royalty portfolio in the battery metals sector;
the liquidity of our royalty interests;
our limited history of operations;
availability of additional financing on favourable terms to continue future acquisitions of royalties;
potential dilution to shareholders if we are unable to obtain financing on favourable terms;
foreign exchange and interest rate risk;

changes in legislation and regulations that impact the Company or the owners and operator of mining properties;
income and other taxes in jurisdictions in which the Company operates;
general economic and political conditions (including those related to the military conflict in Ukraine);
potential legal proceedings;
our dependence on key management and our ability to attract and retain qualified management and personnel; and
other risks described in the documents incorporated by reference in this Prospectus Supplement, including the 2022 AIF and 2021 Annual MD&A (each as defined below).

These factors should be considered carefully and readers are cautioned not to place undue reliance on forward-looking statements. Readers are cautioned that the above list is not exhaustive of the factors that may affect any of the forward-looking statements of the Company. Additional factors that may impact the performance of the Company are included under the heading “Risk Factors” in this Prospectus Supplement and in the documents incorporated by reference herein, including our 2022 AIF under the heading “Risk Factors” and in our 2021 Annual MD&A. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward looking information contained in this Prospectus Supplement and in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. The Company does not undertake to update any forward looking information, whether as a result of new information, future events or otherwise except as, and to the extent, required by applicable securities laws.

All of the forward-looking information made in this Prospectus Supplement and the documents incorporated by reference herein is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.

DOCUMENTS INCORPORATED BY REFERENCE

We incorporate by reference into this Prospectus Supplement documents that we have filed with securities commissions or similar authorities in Canada. You may obtain copies of the documents incorporated herein by reference without charge from Electric Royalties Ltd., 14[th] Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 (Telephone 778-374-2000) (Attn: Corporate Secretary). These documents are also available electronically from the website of Canadian Securities Administrators at www.sedar.com (“ SEDAR ”).

The following documents filed with the securities commissions or similar authorities in the jurisdictions in Canada in which the Company is a reporting issuer are specifically incorporated by reference into and, except where herein otherwise provided, form an integral part of this Prospectus Supplement:

the annual information form of the Company for the year ended December 31, 2021, dated as at May 2, 2022 (the “ 2022 AIF ”);
the audited consolidated financial statements of the Company for the years ended December 31, 2021 and 2020, together with the notes thereto and the report of the independent auditor thereon;

the management’s discussion and analysis of the Company for the year ended December 31, 2021 (the “ 2021 Annual MD&A ”);
the management information circular of the Company dated October 19, 2021 distributed in connection with the Company’s annual general meeting of shareholders held on November 18, 2021; and
the “template version” (as defined in National Instrument 41-101 – General Prospectus Requirements (“ NI 41-101 ”) of the Canadian Securities Administrators)) of the term sheet dated May 3, 2022, filed on SEDAR in connection with the Offering (the “ Marketing Materials ”).

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (excluding confidential reports), business acquisition reports, annual and interim financial statements (including management’s discussion and analysis filed in connection with such annual and interim financial statements), updated disclosure of earnings interest coverage ratios, and information circulars or annual filings that are filed by the Company with the securities commissions or authorities in Canada after the date of this Prospectus Supplement and prior to the completion or withdrawal of the distribution of Units shall be deemed to be incorporated by reference into this Prospectus Supplement.

Any statement contained in this Prospectus Supplement, including any document incorporated or deemed to be incorporated by reference herein, will be deemed to be modified or superseded to the extent that a statement contained herein, or in any other subsequently filed document that is also incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement.

MARKETING MATERIALS

Certain “marketing materials” (as that term is defined in NI 41—101) may be used in connection with a distribution of Units under this Prospectus Supplement. Any “template version” of any “marketing materials” that are utilized by the Agents in connection with the Offering, including the Marketing Materials, are not part of this Prospectus Supplement or the Base Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any “template version” of any “marketing materials” filed after the date of a Prospectus Supplement and before the termination of the distribution of the Offering is deemed to be incorporated by reference in such Prospectus Supplement.

ELIGIBILITY FOR INVESTMENT

In the opinion of McCarthy Tétrault LLP, counsel to the Company, and, Cassels Brock & Blackwell LLP, counsel to the Agents, based on the provisions of the Income Tax Act (Canada) and the regulations thereunder in force as of the date hereof (collectively, the “ Tax Act ”), the Common Shares and Warrants comprising the Units and the Common Shares issuable upon exercise of the Warrants, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan and tax-free savings account, as those terms are defined in the Tax Act (collectively referred to as “ Registered Plans ”) or a deferred profit sharing plan (“ DPSP ”) (as defined in the Tax Act), provided that:

(i) in the case of Common Shares, they are then listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV) or the Company qualifies as a “public corporation” (as defined in the Tax Act); and
(ii) in the case of Warrants, the Common Shares issuable upon exercise of the Warrants are qualified investments as described in (i) and neither the Company, nor any person with whom the Company does not deal at arm’s-length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under, a Registered Plan, as the case may be, (the “ Controlling Individual ”) will be subject to a penalty tax in respect of Common Shares and Warrants held in the Registered Plan if such securities are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. A Common Share or Warrant generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Company for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Company. Controlling Individuals should consult their own tax advisors as to whether the Common Shares or Warrants will be a prohibited investment in their particular circumstances. In addition, the Common Shares will not be a “prohibited investment” if the Common Shares are “excluded property”, as defined in the Tax Act, for a Registered Plan.

Holders who intend to hold Common Shares or Warrants in a Registered Plan or DPSP should consult their own tax advisors.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

The Company’s financial statements and financial information are presented in Canadian dollars. Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus Supplement are references to Canadian dollars. References to “$” or “C$” are to Canadian dollars and references to “U.S. dollars” or “US$” are to United States dollars.

THE COMPANY

Electric Royalties Ltd. is a public company whose common shares are listed on the TSXV under the symbol “ELEC”. The Common Shares are also quoted on the OTCQB under the symbol “ELECF”. The address of the Company’s corporate office is 14th Floor, 1040 West Georgia Street, Vancouver, BC, V6E 4H1.

The Company was incorporated on September 16, 2016 under the laws of the Province of British Columbia, under the name Rebel Capital Inc. (“ Rebel ”). On November 3, 2017, Rebel completed an initial public offering on the TSXV as a capital pool company. Rebel subsequently entered into a business combination agreement dated January 28, 2020, as amended, between Rebel, 1238383 B.C. Ltd. and a private company then named Electric Royalties Ltd. (the “ Operating Entity ”). Upon completion of the business combination, Rebel changed its name to “Electric Royalties Ltd.” and commenced carrying on the business previously carried on by the Operating Entity. On September 20, 2021, quotation of the Common Shares commenced on the OTCQB in the United States of America.

The Company acquires revenue-based and net smelter return royalties on operating mines, mines under construction, development stage mining projects and exploration stage resource projects (collectively hereinafter “ Projects ”) from operators of Projects looking to raise capital to develop or explore Projects or to recapitalise their balance sheets as well as existing royalties held by third parties (collectively hereinafter the “ Royalty Sellers ”), targeting commodities such as lithium, vanadium, manganese, tin, graphite, cobalt, nickel, zinc and copper that that enable the clean energy transition. Net smelter returns are broadly defined as the net revenue (after smelting and refining costs) that the owner of a Project receives from the smelter or refinery for the mine’s metal or mineral products less specified transportation and insurance costs and net smelter return royalties that are a set percentage of the net smelter return (“ NSR ”). Gross revenue royalties entitle the royalty owner to a percentage of the gross revenue from the metals or minerals produced by a Project and sold (“ GRR ” or “ GMR ”). See “Use of Proceeds – Business Objectives ”.

The Company currently has a portfolio of 18 royalties and has entered into a letter of intent (the “ Sleitat LOI ”) with a wholly-owned subsidiary of Cornish Metals Inc. (“ CMI ”) to acquire a 1% NSR on CMI’s tin-silver deposit at Sleitat Mountain in Southwestern Alaska (the “ Sleitat Acquisition ”) for a purchase price of $100,000 in cash and 1,000,000 Common Shares. For additional information with respect to the business of the Company, readers are referred to the Base Prospectus, as well as the 2022 AIF and 2021 Annual MD&A, all of which are incorporated by reference herein. See also “ Risk Factors ” in this Prospectus Supplement, the Base Prospectus, and the 2022 AIF.

USE OF PROCEEDS

Assuming the sale of 10,000,000 Units under the Offering, the net proceeds to the Company from the Offering, after deducting the payment of the Agents’ Commission of $210,000 and estimated expenses of the Offering of approximately $250,000, are estimated to be approximately $2,540,000. If the Over-Allotment Option is exercised in full for Units, the net proceeds to the Company from the Offering, after deducting the payment of the Agents’ Commission of $241,500 and estimated expenses of the Offering of approximately $250,000 are estimated to be approximately $2,958,500.

Use of Net Proceeds and Available Funds

The Company intends to use $100,000 of the net proceeds of the Offering to complete the Sleitat Acquisition, and will use the balance of the proceeds of the Offering for royalty acquisitions as well as for working capital and general corporate purposes. The net proceeds of the Offering will strengthen the Company’s balance sheet and increase its flexibility to pursue acquisition opportunities as they arise. See “ Business Objectives” immediately below.

The Company currently has negative cash flows from operating activities and, as a consequence, may use all or a portion of the net proceeds from the sale of Units to fund such negative cash flow from operating activities in future periods. See “ Risk Factors – Negative Operating Cash Flows and Potential for Additional Financing ”.

Pending the use of the net proceeds described above, the Company may hold all or a portion of the net proceeds of the Offering as cash balances in the Company’s bank account or may invest all or a portion of the net proceeds of the Offering in short-term, high quality, interest bearing corporate, government-issued or governmentguaranteed securities.

Business Objectives

The Company’s business objectives are to acquire a portfolio of long-term, stable, and diversified royalty streams from Royalty Sellers and to provide shareholders with capital appreciation and a growing, sustainable, longterm cash distribution over time. The Company’s management has identified a pipeline of potential acquisition opportunities in operating, construction, development or exploration stage Projects within the Company’s focus commodities of nickel, copper, graphite, cobalt, tin, lithium, manganese and vanadium, and believes that net proceeds of the Offering will increase our ability to take advantage of these opportunities as they arise.

The Company plans to achieve its business objectives by:

(i) acquiring long-term GRR, GMR, and NSR royalties on Projects from Royalty Sellers;
(ii) reinvesting royalty income to acquire new royalties on an ongoing basis to drive growth in the Company’s assets and returns;
(iii) using debt or other financing sources to acquire additional royalties in order to enhance financial returns for shareholders; and
(v) maintaining a low operating cost structure when compared to mining companies.

The Company intends to spend the net proceeds from the Offering in accordance with the disclosure above over the next 12 months. The Company is evaluating certain potential acquisition targets, but has not entered into any letter of intent or executed any agreements to acquire any royalty interests (other than the Sleitat LOI) and there can be no assurances that any such agreements will be entered into. The Company believes it to be in its best interests to have access to capital if, and when, acquisition opportunities arise.

Notwithstanding that the Company intends to spend the net proceeds from the sale of the Units as stated above, there may be circumstances, where for sound business reasons the Company determines that a reallocation of funds may be deemed prudent or necessary, in which case, the Company may spend the net proceeds from the sale of the Units on such reallocated basis. Accordingly, management of the Company will have broad discretion in the application of the proceeds of any distribution of Units. The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under “ Risk Factors – Discretion in the Use of Proceeds”.

CONSOLIDATED CAPITALIZATION

Other than as disclosed under the heading “ Prior Sales ”, there have been no material changes in our share and debt capital since December 31, 2021, being the date of the Company’s most recently filed consolidated financial statements incorporated by reference in this Prospectus Supplement.

Prior to giving effect to the Offering, the Company had 79,109,509 Common Shares issued and outstanding as at the date hereof. Assuming 10,000,000 Units are sold under the Offering and no exercise of the Over-Allotment Option, there will be an additional 10,000,000 Common Shares, 10,000,000 Warrants and 700,000 Compensation Warrants issued and outstanding. If the Agents exercise the Over-Allotment Option in full for Units, there will be an additional 11,500,000 Common Shares, 11,500,000 Warrants and 805,000 Compensation Warrants issued and outstanding.

PRIOR SALES

Common Shares

During the 12-month period prior to the date of this Prospectus Supplement, the Company issued the following Common Shares.

Date of Issuance	Number of Common Shares Issued	Price per Common Share	Gross Proceeds
July 7, 2021	5,000,000(1)	$0.40	$2,000,000
August 11, 2021	9,000,000(2)	N/A	N/A
September 22, 2021	200,000(3)	$0.29	$58,000
September 30, 2021	226,000(3)	$0.29	$65,540
August 13, 2021	7,270,408(4)	N/A	N/A
October 15, 2021	3,000,000(5)	N/A	N/A
January 27, 2022	2,000,000(6)	N/A	N/A

(1) Issued pursuant to a private placement (the “ 2021 Private Placement ”) of 5,000,000 units (the “ Private Placement Units ”). Each Private Placement Unit comprised one Common Share and one Common Share purchase warrant.

(2) Issued in connection with the acquisition by the Company from Globex Mining Enterprises Inc. of (a) a 25% interest in the Middle Tennessee Mine Royalty (the “ MTM Royalty ”) and (b) a 100% interest in the Glassville Manganese Royalty (the “ Glassville Royalty ”).

(3) Issued pursuant to the exercise of stock options.

(4) Issued in connection with the acquisition by the Company from Vox Royalty Corp. of a 2.5% gross concentrate sales royalty on graphite production at the Graphmada Graphite Mining Complex in Madagascar and a 0.75% GRR on the Yalbra Graphite Project in Western Australia.

(5) Issued in connection with the acquisition by the Company of an aggregate 1% NSR interest on the Cancet hard rock lithium exploration property in Quebec.

(6) Issued in connection with the acquisition of the Rana Nickel Project in Ofoten Fjord, Norway from Scandinavian Resource Holdings.

Warrants

During the 12-month period prior to the date of this Prospectus Supplement, the Company issued the following warrants, which are convertible into Common Shares but are not listed or quoted on any marketplace.

Date of Issuance	Number of Warrants	Exercise Price
July 7, 2021	5,000,000(1)	$0.60
July 7, 2021	93,000(2)	$0.60
August 11, 2021	5,500,000(3)	$0.60

(1) Issued in connection with the 2021 Private Placement. Each warrant included in the Private Placement Units entitles the holder to acquire one Common Share at a price of $0.60 per Common Share for a two year period following closing.

(2) In connection with the 2021 Private Placement, the Company issued 93,000 finders’ warrants. Each finders’ warrant entitles the holder to acquire one Common Share at a price of $0.60 per Common Share for a one year period following closing.

(3) Issued in connection with the acquisition of the MTM Royalty and the Glassville Royalty. Each warrant entitles the holder to acquire one Common Share at a price of $0.60 per Common Share for a four year period, subject to acceleration in the event the Company’s Common Share price trades above $1.00 per Common Share for 10 consecutive days after year 2, in

which case 50% (2,750,000) of the warrants expire within 30 days of such date; and in the event the Company’s Common Share price trades above $1.50 per Common Share for 10 consecutive days after year 3, all warrants expire within 30 days of such date.

Stock Options

During the 12-month period prior to the date of this Prospectus Supplement, the Company issued the following stock options, which are convertible into Common Shares but are not listed or quoted on any marketplace.

Date of Issuance	Number of Stock Options(1)	Exercise Price
August 18, 2021	300,000	$0.40
October 1, 2021	150,000	$0.40
October 14, 2021	3,350,000	$0.415
March 28, 2022	200,000	$0.34

(1) All stock options were granted pursuant to the Company’s stock option plan.

TRADING PRICE AND VOLUME

The Common Shares are currently listed on the TSXV under the trading symbol “ELEC”. The following table sets forth the reported intraday high and low prices and the trading volume for the Common Shares on the TSXV for the 12-month period prior to the date of this Prospectus Supplement.

Month	High ($)	Low ($)	Volume
April 2021	0.53	0.33	1,336,628
May 2021	0.47	0.33	676,728
June 2021	0.54	0.38	1,844,941
July 2021	0.46	0.37	1,002,662
August 2021	0.45	0.35	712,315
September 2021	0.42	0.34	1,653,202
October 2021	0.46	0.35	2,452,230
November 2021	0.40	0.35	2,799,829
December 2021	0.40	0.37	722,160
January 2022	0.41	0.36	1,156,102
February 2022	0.40	0.30	2,003,447
March 2022	0.39	0.32	3,131,127
April 2022	0.38	0.30	2,456,066
May 1 – 4, 2022	0.33	0.29	308,423

The closing price of the Company’s Common Shares on the TSXV on May 4, 2022, being the trading session on the last trading day before the date of this Prospectus Supplement, was $0.315 per Common Share.

Warrants

The Company has not applied and does not intend to apply to list the Warrants on the TSXV or any other securities exchange. There is no market through which the Warrants may be sold and purchasers may not be able to resell Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation. See “Risk Factors”.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Company has appointed the Agents, as agents, to conditionally offer the Units at the Offering Price, on a “best efforts” agency basis, and without underwriter liability, and the Company has agreed to issue and sell, on the Closing Date, up to an aggregate of 10,000,000 Units at the Offering Price, for aggregate gross proceeds of up to $0.30, payable in cash to the Company against delivery of the Units, subject to and in compliance with all of the necessary legal requirements and terms and conditions contained in the Agency Agreement. The Offering Price was determined by arm’s-length negotiation between the Company and the Lead Agent, on behalf of the Agents, with reference to the prevailing market price of the Common Shares. The obligations of the Agents under the Agency Agreement are several (and not joint, nor joint and several), and are subject to certain closing conditions and may be terminated at their discretion on the basis of “disaster out”, “material change out”, “breach out” and “market out” provisions in the Agency Agreement, and may also be terminated upon the occurrence of certain stated events. The Agents are not obligated to purchase any Units under the Agency Agreement nor are they obligated, directly or indirectly, to advance their own funds to purchase any of the Units.

Each Unit will consist of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.45 per Common Share for a period of 36 months from the Closing Date, subject to adjustment in certain circumstances. The Warrants will be issued pursuant to and be governed by a warrant indenture to be entered into on or prior to the Closing Date between the Company and the Warrant Agent. The Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the happening of certain events. No fractional Warrants will be issued.

There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small proportion of the offering amount set out above.

The Company has also granted to the Agents the Over-Allotment Option, exercisable in whole or in part in the sole direction of the Agents, for a period of 30 days from and including the Closing Date, to arrange for the purchase of, solely to cover over-allotments, if any, and for market stabilization purposes: (i) additional Units at the Offering Price; (ii) additional Warrants at a price of $0.04; or (iii) any combination of additional Units and/or additional Warrants, so long as the aggregate number of Warrants which may be issued under the Over-Allotment Option does not exceed 1,500,000 Warrants. This Prospectus Supplement also qualifies the grant to the Agents of the Over-Allotment Option and the distribution of any Additional Securities issued in connection with the exercise thereof. A purchaser who acquires securities forming part of the Agents’ over-allocation position acquires those securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In connection with the Offering, the Company has agreed to pay the Agents an Agents’ Commission equal to 7% of the gross proceeds of the Offering. As additional consideration, the Company will issue to the Agents such

number of Compensation Warrants as is equal to 7% of the total number of Units sold under the Offering. Each Compensation Warrant will entitle the holder thereof to purchase one Common Share, at the Offering Price, at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date. This Prospectus Supplement qualifies the issuance of the Compensation Warrants (including Compensation Warrants granted in connection with any exercise of the Over-Allotment Option).

Pursuant to the terms of the Agency Agreement, the Company has agreed to reimburse the Agents for certain expenses incurred in connection with the Offering, including legal fees, and to indemnify the Agents, and their respective affiliates and its and their respective directors, officers, employees, agents and shareholders, against certain liabilities and expenses.

Pursuant to the Agency Agreement, the Company has also agreed to use commercially reasonable efforts to cause each of its directors and officers to enter into lock-up agreements to be executed concurrently with the closing of the Offering, pursuant to which each such person will agree, among other things, to not, for a period of 90 days from the Closing Date, without the prior written consent of the Lead Agent, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

Pursuant to the Agency Agreement, the Company has agreed not to issue any Common Shares or securities convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Lead Agent, such consent not to be unreasonably withheld, except in conjunction with (i) the Offering; (ii) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company and other stock-based compensation arrangements including, for greater certainty the sale of any shares issued thereunder; (iii) the exercise or conversion of outstanding convertible securities; (iv) any obligations in respect of existing agreements; and (v) as consideration payable to a vendor for the direct or indirect acquisition by the Company of royalty or other similar interests in the ordinary course.

The Company has applied to list the Common Shares being distributed under this Prospectus Supplement, as well as the Common Shares issuable upon exercise of the Warrants and Compensation Warrants on the TSXV. The TSXV has not conditionally approved the Company’s listing application and there is no assurance the TSXV will approve the listing application. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

It is anticipated that the Common Shares and the Warrants comprising the Units will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Common Shares and Warrants on behalf of owners who have purchased Units in accordance with the book-based system. Notwithstanding the foregoing, purchasers that are in the United States or U.S. Persons or purchasing for the account or benefit of U.S. Persons or persons in the United States may receive the Common Shares and Warrants at closing in certificated

form or confirmations under the Direct Registration System (DRS) maintained by the Company’s Transfer Agent and the Warrant Agent.

Pursuant to policy statements of certain securities regulators, the Agents may not, throughout the period of distribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Agents may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Agents at any time. The Agents may carry out these transactions on the TSXV or otherwise.

The Units offered hereby have not been and will not be registered under the U.S. Securities Act or any securities laws of any state of the United States and, subject to registration under the U.S. Securities Act and applicable securities laws of any state of the United States or certain exemptions therefrom, may not be offered, sold, transferred, delivered or otherwise disposed of, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States. This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States.

The Agents have agreed that, except as permitted under the Agency Agreement, they will not offer, sell or deliver, directly or indirectly, the Units at any time within the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, except pursuant to an exemption from registration under the U.S. Securities Act and any applicable securities laws of any state of the United States. The Agency Agreement permits the Agents, acting through their registered United States broker dealer affiliates, to offer Units for sale by the Company in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States who are “accredited investors” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), provided that such offers and sales are made pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Moreover, the Agency Agreement provides that the Agents will offer and sell the Units outside the United States to non-U.S. Persons and persons not acting for the account or benefit of U.S. Persons or persons in the United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Common Shares and Warrants that are sold in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States will be restricted securities within the meaning of Rule 144 under the U.S. Securities Act and may only be offered, sold or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units, Common Shares or Warrants within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Each Unit consists of one Common Share and one Warrant. The Common Shares and the Warrants comprising the Units will separate following the closing of the Offering. Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of $0.45 per Common Share at any time on or before 5:00 p.m. (Toronto time) on the date that is 36 months from the Closing Date, after which time the Warrants will be void and of no value.

Common Shares

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value, of which 79,109,509 shares were issued and outstanding as at the date hereof.

The holders of Common Shares are entitled to receive notice of any meeting of the shareholders of the Company and to attend and vote thereat, except those meetings at which only the holders of shares of another class or of a particular series are entitled to vote. Each Common Share entitles its holder to one vote. The holders of Common Shares are entitled to receive on a pro-rata basis such dividends as the board of directors may declare out of funds legally available therefor. In the event of the dissolution, liquidation, winding-up or other distribution of our assets, such holders are entitled to receive on a pro-rata basis all of assets of the Company remaining after payment of all of liabilities. The Common Shares carry no pre-emptive or conversion rights.

The Company has not declared any dividends or distributions on the Common Shares since its incorporation. Any future determination to pay dividends or make distributions will be at the discretion of the Board and will depend on the Company’s capital requirements, financial performance and such other factors as the Board considers relevant.

Warrants

The Warrants will be governed by the terms of a warrant indenture (the “ Warrant Indenture ”) to be dated as of the Closing Date between the Company and TSX Trust Company (the “ Warrant Agent ”), as warrant agent. The following provides a summary of certain provisions, but does not purport to be complete. This discussion is subject, in its entirety, to the detailed provisions of the Warrant Indenture, which will be filed by the Company under its corporate profile on SEDAR at www.sedar.com following the closing of the Offering. A register of holders will be maintained at the principal offices of the Warrant Agent in Toronto, Ontario.

Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of $0.45 per Common Share at any time on or before 5:00 p.m. (Toronto time) on the date that is 36 months from the Closing Date, after which time the Warrants will be void and of no value.

The Warrant Indenture provides for adjustment in the number of Common Shares issuable upon the exercise of the Warrants and/or the exercise price per Common Share upon the occurrence of certain events, including:

(i) the issuance of Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants);
(ii) the subdivision, redivision or change of the Common Shares into a greater number of shares;
(iii) the reduction, combination or consolidation of the Common Shares into a lesser number of shares;

(iv) the fixing of a record date for the issue of rights, options or warrants to all or substantially all of the holders of the Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, for the Common Shares on such record date; and
(v) the fixing of a record date for the making of a distribution to all or substantially all of the holders of the Common Shares of securities of any class other than Common Shares, whether of the Company or any other entity, or rights, options or warrants to acquire shares or securities exchangeable or convertible into any such shares, evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustments in the class and/or number of securities issuable upon exercise of the Warrants and/or exercise price per security in the event of the following additional events: (a) reclassifications of the Common Shares or a capital reorganization of the Company (other than as described in clauses (ii) or (iii) above), (b) consolidations, amalgamations, arrangements, mergers or other business combinations of the Company with or into another entity (other than consolidations, amalgamations, arrangements, mergers or other business combinations that do not result in any reclassification of the Common Shares or a change or exchange of the Common Shares into other securities), or (c) a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

The Company will also covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Common Shares issuable upon exercise of the Warrants, at least ten business days prior to the record date or effective date, as the case may be, of such events.

No fractional Common Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Prior to the exercise of their Warrants, holders of Warrants will not have any rights which a holder of Common Shares would have and in particular will not be entitled to dividend payments, if declared, or have any voting rights.

From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy of Warrants representing not less than 25% of the aggregate number of Warrants then outstanding and passed by the affirmative vote of holders of Warrants represenfing not less than 66⅔% of the aggregate number of Warrants represented at the meeting that voted on such resolution or (ii) adopted by an instrument in wrifing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

The Warrants and the underlying Common Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing such Common Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized

standing to such effect in form and substance reasonably satisfactory to the Company; provided, however, that a holder who acquired the Warrants pursuant to a purchase of Units in the Company’s United States private placement of Units in connection with the Offering, for its own account or for the account of a beneficial purchaser, will not be required to deliver an opinion of counsel in connection with its purchase of those Warrants, for its own account or for the account of the original beneficial purchaser, if both it and such original beneficial purchaser (if any) were “accredited investors” (as defined in Rule 501(a) under the U.S. Securities Act), both at the time of the purchase of the Units and at the time of exercise of the Warrants that are a part of those Units.

RISK FACTORS

Prospective purchasers of Units should carefully consider the risk factors described in this Prospectus Supplement and those described in any document incorporated by reference in this Prospectus Supplement (including subsequently filed documents incorporated by reference). An investment in the Units is subject to various risks, including without limitation those risks inherent to the industries in which the Company operates. If any of the events contemplated by these risk factors occurs, the Company’s revenues or financial condition could be materially harmed, which could adversely affect the value of the Units. In addition to the below, discussions of certain risks affecting the Company in connection with its business are provided in the Company’s disclosure documents filed with securities commissions and other similar authorities which are incorporated by reference in this Prospectus Supplement Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.

Discretion in the Use of Proceeds

The Company currently intends to allocate the net proceeds of the Offering as described under “Use of Proceeds”. However, management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures and may elect to allocate the net proceeds other than as described under “Use of Proceeds” if they believe it would be in the Company’s best interest to do so. As a result, investors will be relying on the judgment of management as to the application of the proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Investment Risk

An investment in the Units is speculative and may result in the loss of your entire investment. Only potential investors who are experienced in high‐risk investments and who can afford to lose their entire investment should consider purchasing the Units.

Potential Dilution and Future Sales or Issuance of Securities

The Company’s notice of articles allow it to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as established by the Board of Directors, in many cases, without the approval of the Company’s shareholders. The Company may issue additional Common Shares in subsequent offers (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares, including the Warrants and Compensation Warrants. The Company cannot predict the size of future issuances of securities or the effect, if any, that future issuances and offerings of securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

Market Price of Common Shares

The Offering Price was established by arm’s length negotiation between the Company and the Lead Agent, on behalf of the Agents, with reference to the prevailing market price of the Common Shares and other factors, and may not be indicative of the price at which the Common Shares will trade following the completion of the Offering. There can be no assurance that an active market for the Common Shares will be sustained after the Offering. Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Securities of companies with small capitalization have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These risk factors included global economic developments and market perceptions of the attractiveness of certain industries. There can be no assurance that fluctuations in price will not occur. In addition, from time to time, the stock market experiences significant price and volume volatility that may affect the market price of the Common Shares for reasons unrelated to the Company’s performance.

Other factors unrelated to the performance of the Company that may have an effect on the price of Common Shares include the following: lessening in trading volume and general market interest in the Company’s securities may affect a purchaser’s ability to trade significant numbers of Common Shares; and the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities. If an active market for the Common Shares does not continue, the liquidity of a purchaser’s investment may be limited and the price of the Common Shares may decline below the Offering Price. If such a market does not continue, purchasers may lose their entire investment in the Common Shares.

The trading price per Common Share may be adversely affected by a variety of factors relating to the Company’s business, including fluctuation in the Company’s operating and financial results, the result of any public announcement made by the Company and the Company’s failure to meet analysts’ expectations. Additionally, the trading price of the Common Shares is subject to market value fluctuations based upon factors that influence the Company’s activity and changes in interest and currency rates.

The trading price of the Common Shares may also be affected by the Company’s financial results and political, economic, financial, and other factors that can affect the capital markets generally, the stock exchanges on which the Common Shares are traded and the market segment of which the Company is a part.

Additionally, a large number of Common Shares may be issued and subsequently sold upon the exercise of the Warrants. The sale or availability for sale of the Warrants or other securities convertible into Common Shares may depress the price of the Common Shares. To the extent that purchasers of Warrants sell Common Shares issued upon the exercise of those Warrants, the market price of the Common Shares may decrease due to the additional selling pressure in the market. The risk of dilution from issuances of Common Shares underlying the Warrants that may be issued pursuant hereto may cause shareholders to sell their Common Shares, which could further contribute to any decline in the Common Share market price.

The Offering Price of the Units may bear no relationship to the prices at which the underlying securities will trade in the public market subsequent to the closing of the Offering, if any public market develops.

No Existing Trading Market for the Warrants

The Warrants constitute a new issue of securities of the Company. The Company has not applied and does not intend to apply to list the Warrants on the TSXV or any other securities exchange. There is currently no market through which the Warrants may be sold and purchasers of Units may not be able to resell the Warrants purchased under this Prospectus Supplement. The Warrants do not confer any rights of common share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Following completion of the Offering, the market value

of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the Warrants and, consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Negative Operating Cash Flows and Potential Need for Additional Financing

During the year ended December 31, 2021, the Company had negative cash flow from operating activities. The Company anticipates it will continue to have negative cash flow from operating activities in future periods. Despite the anticipated net proceeds from the Offering, the Company anticipates requiring additional financing, including through issue and sale of equity and/or debt securities or the sale of assets to satisfy its business objectives. There can be no assurance that the Company will be able to obtain necessary financing in a timely manner or on acceptable terms, if at all. If sufficient capital is not available, the Company may be required to delay the expansion of its business and operations, which could have a material adverse effect on the Company’s business, financial condition, prospects or results of operations.

All statements regarding the Company’s business should be viewed in light of these risk factors. Investors should consider carefully whether investment in the Units is suitable for them in light of the information in this Prospectus Supplement and in the documents incorporated by reference and their personal circumstances. Such information does not purport to be an exhaustive list. If any of the identified risks were to materialize, the Company’s business, financial position, results and/or future operations may be materially affected. Additional risks and uncertainties not presently known to the Company, or which the Company currently deems not to be material, may also have an adverse effect upon the Company and the Units.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There are no material interest, direct or indirect, of the directors or officers of the Company, any shareholder that beneficially owns more than 10% of the Common Shares or any associate or affiliate of any the foregoing persons in any transaction within the last three years or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of McCarthy Tétrault LLP, Counsel to the Company, and Cassels Brock & Blackwell LLP, counsel to the Agents, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act, as of the date hereof, generally applicable to an investor who acquires the Common Shares or Warrants comprising the Units as beneficial owner pursuant to this Prospectus Supplement and who, at all relevant times, for the purposes of the Tax Act (i) acquires and holds such Common Shares or Warrants (collectively, referred to as the “ Securities ”) as capital property; and (ii) deals at arm’s length with the Company and each of the Agents, and is not affiliated with the Company or any of the Agents (a “ Holder ”). For the avoidance of doubt, all references to “Common Shares” in the following summary include any Common Shares issued on the exercise of the Warrants, unless the context otherwise requires.

This summary is based upon the current provisions of the Tax Act in force as of the date hereof and counsel’s understanding of the current published administrative policies of the Canada Revenue Agency (the “ CRA ”) published by it in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted substantially as proposed. However, no assurances can be given that the Tax Proposals will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or the CRA’s published administrative policies, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Acquisition of Common Shares and Warrants

In acquiring the Units, Holders will be acquiring ownership of the Common Shares and Warrants comprising the Units. The Common Shares and Warrants comprising the Units are separate properties and, accordingly, a Holder who acquires Units pursuant to this Prospectus Supplement will be required to allocate the purchase price paid for such Unit on a reasonable basis between the Common Shares and Warrants included therein in order to determine the cost to such Holder of such Common Shares and Warrants for the purposes of the Tax Act.

For its purposes, the Company has advised counsel that, of the $0.30 purchase price for each Unit, it intends to allocate $0.26 to each Common Share and $0.04 to each Warrant included therein. Although the Company believes that this allocation is reasonable, it is not binding on the CRA or on a Holder, and the CRA may not be in agreement with such allocation. Counsel express no opinion with respect to such allocation.

Adjusted Cost Base of a Common Share

For the purpose of determining the adjusted cost base to a Holder of each Common Share comprising a part of a Unit acquired pursuant to this Prospectus Supplement, the cost of such Common Share will be averaged with the adjusted cost base of all Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder of a Warrant upon the exercise of a Warrant to acquire a Common Share. When a Warrant is exercised, the Holder’s cost of the Common Share acquired pursuant to the exercise thereof will be equal to the adjusted cost base of the Warrant to such Holder, plus the amount paid on the exercise of the Warrant. For the purpose of computing the adjusted cost base to a Holder of each Common Share acquired on the exercise of a Warrant, the cost of such Common Share must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the exercise of the Warrant.

Holders Resident in Canada

The following section of this summary is generally applicable to a Holder who, for the purpose of the Tax Act and any applicable tax treaty or convention, is or is deemed to be resident in Canada at all relevant times (a “ Resident Holder ”). A Resident Holder whose Common Shares might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, and every other “Canadian security” (as defined in the Tax Act), held by such Resident Holder in the taxation year of the election and all subsequent taxation years to be capital property. This election does not apply to Warrants. Holders should consult with their own tax advisors regarding this election.

This summary does not apply to a Resident Holder (a) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act; (b) that is a “specified financial institution”, as defined in the Tax Act; (c) that reports its “Canadian tax results” within the meaning of the Tax Act in a currency other than Canadian currency; (d) that has entered or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act, with respect to the Securities; (e) an interest in which is a “tax shelter” or “tax shelter investment”, each as defined in the Tax Act; (f) that is exempt from tax under Part I of the Tax Act; or (g) that receives dividends on the Common Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Holders should consult with their own tax advisors with respect to an investment in Units.

Additional considerations, not discussed herein, may be applicable to a Resident Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Shares or Warrants, controlled by a non-resident person or, by a group of non-resident persons that do not deal with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Units.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder will generally realize a capital loss equal to the Resident Holder’s adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “Capital Gains and Capital Losses”.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any “taxable dividends” (as defined in the Tax Act) received or deemed to be received on the Common Shares.

In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act). Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as “eligible dividends” will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain, to the extent and under the circumstances specified in the Tax Act. Resident Holders that are corporations are urged to consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, as defined in the Tax Act, may be liable to pay a tax under Part IV of the Tax Act (which generally is refundable, subject to the detailed rules of the Tax Act) on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing the Holder’s taxable income for the taxation year.

Dispositions of Securities

A Resident Holder who disposes of or is deemed to have disposed of a Common Share (other than a disposition to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) or Warrant (other than on the exercise of a Warrant) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of the Common Share or Warrant immediately before the disposition or deemed disposition. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “Capital Gains and Capital Losses”.

Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year, onehalf of the amount of any capital gain (a “ taxable capital gain ”) realized in such year. Subject to and in accordance

with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year against taxable capital gains realized in such year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such shares or on shares substituted therefor to the extent and under the circumstances specified in the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) or a “substantive CCPC” (as proposed to be defined in the Tax Act as announced in the Federal Budget released by the government of Canada on April 7, 2022) may be liable to pay a tax (which is generally refundable, subject to the detailed rules of the Tax Act) on its “aggregate investment income” (as defined in the Tax Act) for the year, which will include taxable capital gains.

Minimum Tax

In general terms, a Resident Holder that is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares, or realizes a capital gain on the disposition or deemed disposition of Securities, may be liable for alternative minimum tax under the Tax Act. Resident Holders that are individuals should consult their own tax advisors in this regard.

Holders Not Resident in Canada

The following section of this summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable tax treaty or convention, at all relevant times (i) is not and is not deemed to be a resident in Canada; and (ii) does not use or hold, and is not deemed to use or hold, the Common Shares or Warrants in connection with, or in the course of, carrying on a business in Canada (a “ Non-Resident Holder ”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on Common Shares will be subject to withholding tax under the Tax Act at a rate of 25% on the gross amount of the dividend, unless the withholding rate is reduced under the provisions of an applicable income tax treaty or convention. For example, under the Canada-United States Tax Convention (1980) , as amended (the “ Treaty ”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the United States for purposes of the Treaty, is the beneficial owner of such dividends, and is entitled to the full benefits under the Treaty (a “ U.S. Holder ”) is generally reduced to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a corporation beneficially owning at least 10% of the Company’s voting shares). Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.

Dispositions of Common Shares and Warrants

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Common Share or a Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share or Warrant, as applicable, constitutes or is deemed to constitute “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act, and is not “treaty-protected property” (as defined in the Tax Act).

Provided the Common Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the TSXV), at the time of disposition, the Common Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition the following two conditions are met concurrently: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships owned 25% or more of the issued shares of any class or series of shares of the Company; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of (a) real or immovable property situated in Canada, (b) “Canadian resource property” (as defined in the Tax Act), (c) “timber resource property” (as defined in the Tax Act), or (d) an option in respect of, an interest in, or for civil law rights in, property described in any of (a) through (c), whether or not such property exists. In the case of the Warrants, Warrants may be “taxable Canadian property” to a Non-Resident Holder at a particular time if, at any time in the previous 60 months: (a) the Non-Resident Holder held Warrants that provided such Non-Resident Holder with the right to acquire 25% or more of the outstanding Common Shares or the Non-Resident Holder held shares of the Company at that time that satisfy the requirement in paragraph (i) above; and (b) the requirement in paragraph (ii) above is satisfied at that time. Non-Resident Holders should consult their own tax advisors as to whether the Securities constitute taxable Canadian property in their own particular circumstances.

Notwithstanding the foregoing, a Common Share or Warrant may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain limited circumstances.

A Non-Resident Holder’s capital gain (or capital loss) in respect of a disposition of Common Shares or Warrants that constitute or are deemed to constitute taxable Canadian property to a Non-Resident Holder (and are not “treaty-protected property” as defined in the Tax Act) will generally be computed in the manner described above under the subheading “ Holders Resident in Canada — Disposition of Securities ” and “ Capital Gains and Capital Losses ” as though the Non-Resident Holder were a Resident Holder. Non-Resident Holders whose Common Shares or Warrants are taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.

LEGAL MATTERS

Unless otherwise specified in this Prospectus Supplement relating to the Units, certain legal matters relating to the Units will be passed upon for the Company by McCarthy Tétrault LLP. In addition, certain legal matters in connection with the offering of Units will be passed upon for the Agents by Cassels Brock & Blackwell LLP. As at the date hereof, the partners and associates of McCarthy Tétrault LLP and the partners and associates of Cassels Brock & Blackwell LLP, each as a group, beneficially own, directly and indirectly, in the aggregate, less than one percent of the outstanding Common Shares.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are Deloitte LLP, Chartered Professional Accountants, Vancouver, British Columbia. Deloitte LLP is independent with respect to the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia.

The transfer agent and registrar for the Common Shares of the Company is TSX Trust Company at its principal office in Toronto, Ontario.

INTEREST OF EXPERTS

Certain technical Information included in documents incorporate by reference into this Prospectus has been derived from the NI 43-101 technical report entitled “Amended NI 43-101 Technical Report, Middle Tennessee Mines, Tennessee, USA”, prepared by Martin Raffield, Ph.D., P.Eng., MREng LLC, and David Gaunt, P.Geo, Hunter Dickinson Services Inc., and filed by the Company on SEDAR on February 23, 2022 (“ MTM Technical Report ”), and was reviewed and approved by Messrs. Raffield and Gaunt. Additionally, all technical information other than that derived from the MTM Technical Report in this Prospectus was reviewed and approved by Mr. Gaunt.

Mr. Raffield is a “qualified person” under NI 43-101 that is independent of the Company and Mr. Gaunt is a “qualified person” under NI 43-101 that is not independent of the Company. Based on information provided by the Messrs. Raffield and Gaunt, and except as otherwise disclosed in this Prospectus , none of such persons has received or will receive any direct or indirect interests in the Company’s property or the property of an associated party or an affiliate of the Company or have any beneficial ownership, direct or indirect, of the Company’s securities or of an associated party or an affiliate of the Company. The Company understands that, after reasonable inquiry and as at the date hereof, such persons, as a group, beneficially own, directly or indirectly, less than one percent of the outstanding Common Shares.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus relating to the securities purchased by a purchaser and any amendment thereto (irrespective, in the case of an offering on non-fixed price basis, of the determination at a later date of the purchase price of the Units distributed). In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which such warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

CERTIFICATE OF THE COMPANY

Dated: May 5, 2022

This short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of all the provinces of Canada, except Québec.

“Brendan Yurik” “Luqman Khan” Brendan Yurik Luqman Khan Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors

“Robert Schafer” “Craig Lindsay” Robert Schafer Craig Lindsay Director Director

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CERTIFICATE OF THE AGENTS

Dated: May 5, 2022

To the best of the our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of all the provinces of Canada, except Québec.

CANACCORD GENUITY CORP.

“Earle McMaster”

Earle McMaster Managing Director

PI FINANCIAL CORP.

RESEARCH CAPITAL CORPORATION

“Dan Barnholden”

“David Greifenberger”

Dan Barnholden Managing Director, Head of Investment Banking

David Greifenberger Managing Director

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This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada, except Quebec, that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission of that information from this prospectus. Such legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

The securities offered under this short form base shelf prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws and may not be offered or sold within the United States of America or to, or for the account or benefit of, U.S. persons unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This short form base shelf prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from Electric Royalties Ltd., 14[th] Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 (Telephone 778-373-4533) (Attn: Corporate Secretary), and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

February 28, 2022

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$100 million

Common Shares Warrants Subscription Receipts Debt Securities Units

This short form base shelf prospectus (this “ Prospectus ”) relates to the offering for sale of (i) common shares (the “ Common Shares ”), (ii) debt securities (the “ Debt Securities ”), (iii) warrants (“ Warrants ”) to purchase Common Shares or Debt Securities, (iv) units (“ Units ”) comprising any combination of Common Shares, Debt Securities or Warrants and (iv) subscription receipts (“ Subscription Receipts ”) exchangeable into any of the foregoing (all of the foregoing, collectively, the “ Securities ”) by Electric Royalties Ltd. (the “ Company ” or “ ELEC ”) from time to time, during the 25-month period that this Prospectus, including any amendments hereto, remains effective, in one or more series or issuances, with an aggregate offering price of the Securities not to exceed $100 million. The Securities may be offered in amounts at prices to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and the assumption of liabilities.

The Company’s outstanding Common Shares are listed for trading on the TSX Venture Exchange (the “ TSXV ”) under the trading symbol “ELEC” and the OTCQB Venture Market (the “ OTCQB ”) under the trading symbol “ELECF”. The closing price of the Company’s Common Shares on the TSXV on February 25, 2022, being the trading session on the last trading day before the date of this Prospectus, was $0.35 per Common Share. The closing price

of the Company’s Common Shares on the OTCQB on February 25, 2022 was US$0.2755 per Common Share. There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. In the case of Securities other than Common Shares, this may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “Risk Factors”.

Investing in Securities of the Company involves a high degree of risk. You should carefully review and consider the risks outlined in this Prospectus, including the documents incorporated by reference herein, and, if applicable, the applicable Supplement. See “Risk Factors”.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences. Prospective investors should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities.

The specific terms of the Securities in respect of which this Prospectus is being delivered will be set out in one or more Prospectus Supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption, any exchange or conversion terms, whether the debt is senior, senior subordinated or subordinated, whether the debt is secured or unsecured and any other terms specific to the Debt Securities being offered; (iii) in the case of Warrants, the number of Warrants offered, the offering price or manner of determining the offering price, the designation, number and terms of the Common Shares or Debt Securities issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (iv) in the case of Units, the designation, number and terms of the Common Shares, Debt Securities or Warrants comprising the Units; and (v) in the case of Subscription Receipts, the number of Subscription Receipts offered, the offering price or manner of determining the offering price, the Securities issuable in exchange for the Subscription Receipts, the release conditions in respect thereof, the procedures for the exchange of the Subscription Receipts for such Securities, and any other specific terms. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

In addition, the Debt Securities that may be offered may be guaranteed by the Company and certain direct and indirect subsidiaries of the Company with respect to the payment of the principal, premium, if any, and interest on the Debt Securities. The Company expects that any guarantee provided in respect of senior Debt Securities would constitute a senior and secured obligation of the applicable guarantor. For a more detailed description of the Debt Securities that may be offered, see “Description of Securities – Debt Securities - Guarantees”.

All information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus for the purposes of applicable securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in the Securities.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. The Company may offer and sell Securities to, or through, underwriters or dealers, directly to one or more other purchasers, or through agents pursuant to exemptions from registration or qualification under applicable securities laws. This Prospectus

may qualify an “at-the-market distribution” (as such term is defined in National Instrument 44-102 – Shelf Distributions). A Prospectus Supplement relating to each issue of Securities will set forth the names of any underwriters, dealers or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the method of distribution of the Securities, including, to the extent applicable, the proceeds to us and any fees, discounts, concessions or other compensation payable to the underwriters, dealers or agents, and any other material terms of the plan of distribution.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities will be a new issue of Securities. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with any offering of the Securities other than an “at-the-market distribution”, the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transaction, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

You should rely only on the information contained in or incorporated by reference into this Prospectus and in any applicable Prospectus Supplement. The Company has not authorized anyone to provide you with different information. The Company is not making any offer of these Securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date other than the date on the front of those documents or that any information contained in any document incorporated by reference is accurate as of any date other than the date of that document.

The head office and registered office of the Company is located at 14[th] Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1.

iii

GENERAL MATTERS..................................................................................................................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................................... 2 FORWARD LOOKING STATEMENTS............................................................................................................................. 4 TECHNICAL DISCLOSURE ............................................................................................................................................. 6 GLOSSARY ................................................................................................................................................................... 6 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ............................................................................ 7 MARKET AND INDUSTRY DATA ................................................................................................................................... 7 THE COMPANY ............................................................................................................................................................ 8 RECENT DEVELOPMENTS .......................................................................................................................................... 18 USE OF PROCEEDS .................................................................................................................................................... 18 EARNINGS COVERAGE RATIO ................................................................................................................................... 19 CONSOLIDATED CAPITALIZATION ............................................................................................................................. 19 PRIOR SALES.............................................................................................................................................................. 19 TRADING PRICE AND VOLUME ................................................................................................................................. 19 PLAN OF DISTRIBUTION ............................................................................................................................................ 19 DESCRIPTION OF SECURITIES .................................................................................................................................... 20 OTHER MATTERS RELATING TO THE SECURITIES ...................................................................................................... 25 RISK FACTORS ........................................................................................................................................................... 27 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................................................. 28 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS ..................................................................... 28 CERTAIN INCOME TAX CONSIDERATIONS ................................................................................................................ 28 LEGAL MATTERS........................................................................................................................................................ 29 AUDITORS, TRANSFER AGENT AND REGISTRAR ....................................................................................................... 29 INTEREST OF EXPERTS............................................................................................................................................... 29 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................................................................ 29 CONTRACTUAL RIGHTS OF RESCISSION .................................................................................................................... 30 CERTIFICATE OF THE COMPANY ............................................................................................................................. C-1

GENERAL MATTERS

Unless the context otherwise requires, references in this Prospectus and any Prospectus Supplement to “we”, “our”, “us”, “ELEC” or the “Company” refer to Electric Royalties Ltd. and each of its subsidiaries.

DOCUMENTS INCORPORATED BY REFERENCE

We incorporate by reference into this Prospectus documents that we have filed with securities commissions or similar authorities in Canada. You may obtain copies of the documents incorporated herein by reference without charge from Electric Royalties Ltd., 14[th] Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 (Telephone 778-374-2000) (Attn: Corporate Secretary). These documents are also available electronically from the website of Canadian Securities Administrators at www.sedar.com (“ SEDAR ”).

the annual information form of the Company for the year ended December 31, 2020, dated as at June 30, 2021 (the “ 2020 AIF ”);
the audited consolidated financial statements of the Company for the years ended December 31, 2020 and 2019, together with the notes thereto and the report of the independent auditor thereon;
the management’s discussion and analysis of the Company for the year ended December 31, 2020 (the “ 2020 Annual MD&A ”);
the unaudited condensed interim consolidated financial statements of the Company for the three and nine month periods ended September 30, 2021 and 2020, together with the notes thereto;
the management discussion and analysis of the Company for the three and nine month periods ended September 30, 2021 (the “ Q3 Interim MD&A ”);
the management information circular of the Company dated October 19, 2021 distributed in connection with the Company’s annual general meeting of shareholders held on November 18, 2021;
the material change report of the Company dated March 12, 2021 regarding the execution of a letter intent with respect to the acquisition of an interest in two royalties from Globex Mining Enterprises Inc. (“ Globex ”);
the material change report of the Company dated August 18, 2021 regarding the closing of an acquisition of an interest in two royalties from Vox Royalty Corp. (“ Vox ”);
the material change report of the Company dated August 19, 2021 regarding the closing of an acquisition of an interest in two royalties from Globex; and
the statement of executive compensation of the Company dated June 29, 2021 for the year ended December 31, 2020.

statements (including management’s discussion and analysis filed in connection with such annual and interim financial statements), updated disclosure of earnings interest coverage ratios, and information circulars or annual filings that are filed by the Company with the securities commissions or authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of the distribution of Securities shall be deemed to be incorporated by reference into this Prospectus.

Any statement contained in this Prospectus, including any document incorporated or deemed to be incorporated by reference herein, will be deemed to be modified or superseded to the extent that a statement contained herein, or in any other subsequently filed document that is also incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon a new annual information form and related annual financial statements being filed by the Company with, and where required, accepted by, the applicable securities regulatory authorities of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and information circulars and all Prospectus Supplements filed prior to the commencement of the Company’s financial year in which a new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon condensed consolidated interim financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations being filed by the Company with the securities commissions or similar authorities in Canada during the period that this Prospectus is effective, all condensed consolidated interim financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations filed prior to such new condensed consolidated interim financial statements and management’s discussion and analysis of financial condition and results of operations shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Company with the securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

All information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, . A Prospectus Supplement containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of Securities covered by that Prospectus Supplement. Investors should read the Prospectus and any applicable Prospectus Supplement carefully before investing in the applicable Securities.

Certain “marketing materials” (as that term is defined in National Instrument 41-101 – General Prospectus Requirements (“ NI 41-101 ”) of the Canadian Securities Administrators) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement. Any “template version” of any “marketing materials” (as such terms are defined in NI 41-101) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

In addition, the Company may determine to incorporate into any Prospectus Supplement to this Prospectus, including any Prospectus Supplement that it files in respect of an “at-the-market” offering, any news release that the Company disseminates in respect of previously undisclosed information that, in the Company’s determination, constitutes a “material fact” (as such term is defined under applicable Canadian securities laws). In this event, the Company will identify such news release as a “designated news release” for the purposes of the Prospectus in writing on the face page of the version of such news release that the Company files on SEDAR (any such news release, a “ Designated News Release ”), and any such Designated News Release shall be deemed to be incorporated by reference into the Prospectus Supplement for the offering in respect to which the Prospectus Supplement relates. These documents will be available through the internet on SEDAR.

FORWARD LOOKING STATEMENTS

This Prospectus, including the documents incorporated by reference herein, contain forward-looking statements and forward-looking information (collectively referred to as “ forward-looking statements ”) which may not be based on historical fact, including without limitation statements regarding our expectations in respect of future financial position, business strategy, future production, future royalty acquisitions, reserve potential, exploration drilling, exploitation activities, events or developments that we expect to take place in the future, projected costs and plans and objectives. Often, but not always, forward-looking statements can be identified by the use of the words “believes”, “may”, “plan”, “will”, “estimate”, “scheduled”, “continue”, “anticipates”, “intends”, “expects”, and similar expressions. Forward-looking statements include but are not limited to statements about our acquisition strategy and long-term objectives, acquisitions in our acquisition pipeline, industry trends, demand for commodities underlying our royalty portfolio and the mineral properties in which we have a royalty or other similar interest.

Such statements reflect our management’s current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others:

our ability to acquire royalties on favourable terms or at all;
the success or profitability of our royalty investments;
our dependence on the owners and operators of the mining properties underlying our royalty investments;
the impact of increased production costs on returns to royalty investors;
our limited access to data and disclosure regarding exploration, development and operation of mining projects in which the Company has a royalty interest;
uncertainty of exploration results on exploration properties in which the Company has a royalty interest;
risks affecting mining properties and the mining industry generally, including:
natural disasters and other catastrophic events;
compliance with environmental laws and regulations by the battery minerals project owner or operator;
local public opposition, negative public or community response to battery mineral project exploration, development or operation;
delays and cost overruns in the design and construction of development stage projects;
permitting risk;
health, safety and environmental risks;
insurance risk; and
the impact of COVID-19 or other pandemics;
changes in the price of commodities that impact the value of royalty interests;

changes in technology and future demand for commodities;
the potential early termination of royalty agreements;
our dependence on mine owners or operators for the calculation of royalty amounts and accurate reporting;
the potential delay or failure of mine owners to pay royalty payments;
royalty agreements and payments may not be honoured or made by the owners and operators of the mining properties underlying our royalty investments;
rights of third parties that may impact our royalty investments;
our ability to execute on our acquisition strategy for to acquire additional royalty interests;
increased competition for royalty interests;
the concentration of our royalty portfolio in the battery metals sector;
the liquidity of our royalty interests;
our limited history of operations;
availability of additional financing on favourable terms to continue future acquisitions of royalties;
potential dilution to shareholders if we are unable to obtain financing on favourable terms;
foreign exchange and interest rate risk;
changes in legislation and regulations that impact the Company or the owners and operator of mining properties;
income and other taxes in jurisdictions in which the Company operates;
general economic and political conditions;
potential legal proceedings;
our dependence on key management and our ability to attract and retain qualified management and personnel; and
other risks described in the documents incorporated by reference in this Prospectus, including the 2020 AIF and 2020 Annual MD&A.

These factors should be considered carefully and readers are cautioned not to place undue reliance on forward-looking statements. Readers are cautioned that the above list is not exhaustive of the factors that may affect any of the forward-looking statements of the Company. Additional factors that may impact the performance of the Company are included under the heading “Risk Factors” in this Prospectus and in the documents incorporated by reference herein, including our 2020 AIF under the headings “Description of Business” and “Risk Factors” and in our 2020 Annual MD&A and Q3 Interim MD&A. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward looking information contained this Prospectus and in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. The Company does not undertake to update any forward looking information, whether as a result of new information, future events or otherwise except as, and to the extent, required by applicable securities laws.

All of the forward-looking information made in this Prospectus and the documents incorporated by reference herein is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.

TECHNICAL DISCLOSURE

Except where otherwise stated, the disclosure in this Prospectus and the documents incorporated by reference relating to properties and operations on the properties in which the Company holds royalty interests is based on information publicly disclosed by the owner or operator of that property and information/data available in the public domain as at the date of (or as specified in) the documents incorporated by reference herein, as applicable, and none of this information has been independently verified by the Company. Specifically, as a royalty holder, the Company has limited, if any, access to properties included in its asset portfolio. Additionally, the Company may from time to time receive operating information from the owners and operators of the properties, which it is not permitted to disclose to the public. The Company is dependent on (i) the operators of the properties and their Qualified Persons to provide information to the Company or (ii) publicly available information, to prepare disclosure pertaining to properties and operations on the properties on which the Company holds royalty or other interests, and generally has limited or no ability to independently verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third party information is complete or accurate. Some information publicly reported by owners or operators may relate to a larger property than the area covered by the Company’s royalty or other interest. The Company’s royalty or other interests often cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, mineral resources and production of a property.

The Company considers its royalty interests in the Bissett Creek Project and the Middle Tennessee Mine to be its only material mineral properties for the purposes of NI 43-101. In reliance on the exemption in section 9.2 of NI 43-101, certain scientific and technical information incorporated by reference herein with respect to the Bissett Creek Project, including information in the 2020 AIF under the heading “Technical Disclosure on the Bissett Creek Project, Canada”, has been summarized from the NI 43-101 technical report entitled “ Northern Graphite Corporation, Bissett Creek Property, Preliminary Economic Assessment ” filed by Northern Graphite Corporation (“ Northern Graphite ”) on SEDAR on December 6, 2013 (the “ Bissett Creek Technical Report ”). Information relating to the Middle Tennessee Mine under the heading “Material Property – Middle Tennessee Mine” has been derived from the NI 43-101 technical report entitled “Amended NI 43-101 Technical Report, Middle Tennessee Mines, Tennessee, USA” prepared by Martin Raffield, Ph.D., P.Eng., MREng LLC, and David Gaunt, P.Geo, Hunter Dickinson Services Inc., and filed by the Company on SEDAR on February 23, 2022 (the “ MTM Technical Report ”).

Martin Raffield, Ph.D., P.Eng., an independent Qualified Person, was responsible for the preparation of the MTM Technical Report and has reviewed and approved the disclosure under the heading “Material Properties – Middle Tennessee Mine. David Gaunt, P.Geo, Hunter Dickinson Services Inc., and a “Qualified Person” who is not independent of the Company, has reviewed and approved all other scientific and technical disclosure contained in this Prospectus, including the documents incorporated by reference herein.

GLOSSARY

Barite	Barium Sulphate mineral
Calcite	Calcium Carbonate mineral
Core drilling	Method uses a diamond embedded bit to cut through rock; cylindrical
	cores of rock are retrieved
Dolomite	Calcium Magnesium mineral
Fluorite	Calcium Fluoride mineral
Gravity survey	Survey using precise instruments to measure the strength of gravity
	allowing geologists to create maps of the density of the crust and detect
	structures or minerals beneath the surface

JORC Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves Marcasite, Pyrite Iron sulphide minerals Mississippi Valley-type deposit This style of mineralization occurs in tabular bodies, or in pods or caverns in limestone and dolomite, like in the mines in the Mississippi Valley region in the United States Mt Million tonnes Percussion drilling Method which is carried out by breaking up the formation by repeated blows of a heavy bit or a chisel inside a casing pipe; rock chips are retrieved Quartz Silicate Mineral Reverse circulation drilling Method which uses dual wall drill rods that consist of an outer drill rod with an inner tube. When air is blown down the rod, the pressure shift creates a reverse circulation, bringing the cuttings up the inner tube Sphalerite Zinc sulphide mineral, primary ore of zinc tpd Tonnes per day Zn Zinc

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

The Company’s financial statements and financial information are presented in Canadian dollars. Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to Canadian dollars. References to “$” or “C$” are to Canadian dollars and references to “U.S. dollars” or “US$” are to United States dollars.

MARKET AND INDUSTRY DATA

This Prospectus includes market data and forecasts with respect to the battery metals and minerals, energy storage, automotive and clean energy markets. Although the Company is responsible for all of the disclosure contained in this Prospectus, in some cases the Company relies on and refers to market data and certain industry forecasts that were obtained from third party surveys, market research, consultant surveys, publicly available information and industry publications and surveys that it believes to be reliable. Unless otherwise indicated, all market and industry data and other statistical information and forecasts contained in this Prospectus are based on independent industry publications, reports by market research firms or other published independent sources and other externally obtained data that the Company believes to be reliable. Any such market data, information or forecast may prove to be inaccurate because of the method by which it was obtained or because it cannot always be verified with complete certainty given the limits on the availability and reliability of raw data and the voluntary nature of the data gathering process and other limitations and. As a result, although the Company believes that these sources are reliable, it has not independently verified the information.

THE COMPANY

Description of Business

Electric Royalties Ltd. is a public company whose common shares are listed on the TSXV under the trading symbol “ELEC” and on the OTCQB under the trading symbol “ELECF”. The address of the Company’s corporate office is 14th Floor, 1040 West Georgia Street, Vancouver, BC, V6E 4H1.

The Company was incorporated on September 16, 2016 under the laws of the Province of British Columbia, under the name Rebel Capital Inc. (“ Rebel ”). On November 3, 2017, Rebel completed an initial public offering on the TSXV as a capital pool company. Rebel subsequently entered into a business combination agreement dated January 28, 2020, as amended, between Rebel, 1238383 B.C. Ltd. and a private company then named Electric Royalties Ltd. (the “ Operating Entity ”). Upon completion of the business combination, Rebel changed its name to “Electric Royalties Ltd.” and commenced carrying on the business previously carried on by the Operating Entity. On September 20, 2021, the Company’s common shares commenced trading on the OTCQB in the United States of America.

The Company acquires revenue-based and net smelter return royalties on operating mines, mines under construction, development stage mining projects and exploration stage resource projects (collectively hereinafter “ Projects ”) from operators of Projects looking to raise capital to develop or explore Projects or to recapitalise their balance sheets as well as existing royalties held by third parties (collectively hereinafter the “ Royalty Sellers ”). Net smelter returns are broadly defined as the net revenue (after smelting and refining costs) that the owner of a Project receives from the smelter or refinery for the mine's metal or mineral products less specified transportation and insurance costs and net smelter return royalties that are a set percentage of the net smelter return (“ NSR ”). Gross revenue royalties entitle the royalty owner to a percentage of the gross revenue from the metals or minerals produced by a Project and sold (“ GRR ” or “ GMR ”).

The Company’s management has identified a strong pipeline of royalty acquisition opportunities, over operating, construction, development or exploration stage Projects, through provision of development capital or acquisition of pre-existing royalties within the Company’s focus commodities of nickel, copper, graphite, cobalt, tin, lithium, manganese and vanadium (“ Commodities ”).

The Company plans to achieve its objectives by:

(i) acquiring long-term GRR, GMR, and NSR royalties on Projects from Royalty Sellers;
(ii) reinvesting royalty income to acquire new royalties on an ongoing basis to drive growth in the Company’s assets and returns;
(iii) using debt or other financing sources to acquire additional royalties in order to enhance financial returns for shareholders; and
(iv) maintaining a low operating cost structure when compared to mining companies.

Royalty Portfolio

The Company currently owns a portfolio of 18 royalties, comprising (i) 12 royalties summaries summarized under the heading “Existing Royalties” and described in more detail in the Company’s 2020 AIF and (ii) six additional royalties acquired by the Company subsequent to the filing of the 2020 AIF, as described under the heading “Recent

Acquisitions” below, with an additional royalty acquisition in progress as described under the heading “Acquisition in Progress”.

Existing Royalties

The 2020 AIF, which is incorporated by reference into this Prospectus, includes additional detail with respect to the 12 royalties included in the Company’s current royalty portfolio prior to the acquisition of six additional royalties as described under the heading “Recent Acquisitions” below. A summary of the 12 royalties described in more detail in the 2020 AIF is as follows:

Royalty	Project	Type and Amount of Royalty	Property Operator	Location	Main Commodity
Bissett Creek Graphite Royalty:
Bissett Creek Royalty	Bissett Creek Project	1% GRR	Northern Graphite Corporation	Ontario, Canada	Graphite
Globex(1) Portfolio:
Authier Royalty	Authier Lithium Project	0.5% GMR	Sayona Mining Limited	Quebec, Canada	Lithium
LaMotte Royalty	Authier Lithium Project	0.5% GMR	Sayona Mining Limited	Quebec, Canada	Lithium
Authier Lithium Exploration Royalty	Authier Lithium Exploration Project	2% GMR	Sayona Mining Limited	Quebec, Canada	Lithium
Mont Sorcier Royalty	Mont Sorcier Project	1% GMR	Voyager Metals Inc. (formerly Vanadium One Iron Corp.)	Quebec, Canada	Vanadium only
Battery Hill Royalty	Battery Hill Project	2% GMR	Manganese X Energy Corp.	New Brunswick, Canada	Manganese
Chubb Royalty	Chubb Lithium Project	2% GMR	Newfoundland Discovery Corp. (formerly Great Thunder Gold Corp.)	Quebec, Canada	Lithium
Bouvier Royalty	Bouvier Lithium Project	2% GMR	Newfoundland Discovery Corp. (formerly Great Thunder Gold Corp.)	Quebec, Canada	Lithium
Global Energy Portfolio:
Millennium GMR Royalty	Millennium Cobalt Project	0.5% GMR	Metal Bank Limited (optioned from Global Energy Metals Corp.)	Queensland, Australia	Cobalt
Mt. Dorothy Royalty	Mt. Dorothy Cobalt Project	0.5% GMR	Global Energy Metals Corp.	Queensland, Australia	Cobalt
Cobalt Ridge Royalty	Cobalt Ridge Cobalt Project	0.5% GMR	Global Energy Metals Corp.	Queensland, Australia	Cobalt
Seymour Lake Royalty:
Seymour Lake Royalty	Seymour Lake Deposit	1.5% NSR	Green Technology Metals Limited& Ardiden Limited	Ontario, Canada	Lithium

(1) Excluding the MTM Royalty and Glassville Royalty acquired from Globex on August 11, 2021, as described under the heading “Recent Acquisitions” below.

Recent Acquisitions

Since the date of the 2020 AIF, the Company has acquired an interest in six additional royalties:

Royalty	Project	Type and Amount of Royalty	Property Operator	Location	Main Commodity
Globex Transaction
MTM Royalty	Middle Tennessee Mine	Sliding-scale GMR	Nyrstar Holdings Inc. (part of the Trafigura Group)	Tennessee, USA	Zinc
Glassville Royalty	Glassville Manganese Project	1% GRR	Globex Mining Enterprises Inc.	New Brunswick, Canada	Manganese
Vox Transaction
Graphmada Royalty	Graphmada Project	2.5% NSR	Greenwing Resources Ltd. (formerly Bass Metals Ltd.)	Madagascar	Graphite
Yalbra Royalty	Yalbra Project	0.75% GRR	Buxton Resources Limited	Western Australia, Australia	Graphite
Cancet Transaction
Cancet Royalty	Cancet Lithium Project	1.0% NSR	MetalsTech Limited	Quebec, Canada	Lithium
Scandinavian Transaction
Rana Royalty	Rana Nickel Project	1.0% NSR	Scandinavian Resource Holdings	Ofoten Fjord, Norway	Nickel

Globex Transaction

On August 11, 2021, the Company acquired a 25% interest in the Middle Tennessee Mine Royalty (the “ MTM Royalty ”) and a 100% interest in the Glassville Manganese Royalty (the “ Glassville Royalty ”) from Globex for (i) cash consideration of C$250,000 and (ii) non-cash consideration comprising 9,000,000 Common Shares and 5,500,000 common share purchase warrants (“ Consideration Warrants ”), each entitling the holder to acquire one Common Share at a purchase price of C$0.60 for a period of four years following closing of the transaction.

MTM Royalty

The Company holds its interest in the MTM Royalty through a partnership (“ Mid-Tennessee Royalty CoInvest, LP ”) in which the Company has a 25% interest and Sprott Resource Streaming and Royalty Corp. (“ Sprott Streaming ”) has a 75% interest. The Company acquired its 25% interest in the MTM Royalty for (i) cash consideration of C$250,000 and (ii) non-cash consideration comprising 8,752,860 Common Shares and 5,348,970 Consideration Warrants. Sprott Streaming acquired its 75% interest in the MTM Royalty for cash consideration of C$13.5 million. The Company will have an option to acquire an additional 25% of the MTM Royalty from Sprott Streaming (i) at the end of year one, by paying C$4.95 million minus the cash royalty payments received by a 25% owner of royalty owner during such one year period to a maximum of C$150,000 or (ii) at the end of year 2, by paying the $5.45 million minus the cash royalty payments received by a 25% royalty owner during such two year period to a maximum of C$300,000.

The MTM Royalty is a sliding-scale GMR on zinc production at the operating Middle Tennessee Mine, located in Smith County, Tennessee and operated by Nyrstar Holdings Inc. (“ Nyrstar ”), a subsidiary of the Trafigura

Group. Under the terms of the MTM Royalty, no royalty payable if the zinc price is below US$0.90 per pound, a 1.0% royalty payable if the zinc price is between US$0.90 and US$1.10 and a 1.4% royalty if the zinc price is above US$1.10 per pound. In the event the zinc price received by the operator of the Middle Tennessee Mine averages above US$2.00 per pound for three consecutive months, Mid-Tennessee Royalty Co-Invest, LP will be required make an additional C$1,000,000 cash payment to Globex.

On October 28, 2021, the Company announced that Mid-Tennessee Royalty Co-Invest, LP received its first royalty payment in respect of the MTM Royalty.

Glassville Royalty

The Glassville Royalty is a 1% GMR on Globex’s manganese exploration property in Glassville, New Brunswick. The Company acquired the Glassville Royalty for non-cash consideration comprising 247,140 Common Shares and 151,030 Consideration Warrants.

Vox Transaction

On August 16, 2021, the Company completed the acquisition from Vox consists of a 2.5% gross concentrate sales royalty on graphite production at the Graphmada Graphite Mining Complex, located in Madagascar and owned by ASX-listed Greenwing Resources Ltd. (formerly Bass Metals Ltd.) (“ Greenwing ”), and a 0.75% GRR on the Yalbra Graphite Project, located in Western Australia and owned by Buxton Resources Limited. Total consideration paid to Vox for the royalties comprised 7,270,408 Common Shares and C$50,000 in cash.

In a news release dated November 19, 2021, Greenwing announced an increase in the deposit size at its wholly owned Graphmada Graphite Mining Complex. In its Quarterly Activities Report dated January 31, 2022, Greenwing reported significant progress at the Graphmada Graphite Mining Complex, including the completion of a 180 auger hole program, the commencement of a 3,000 meter diamond drilling program and 122 auger hole program, and environmentally friendly production of high quality graphene from Graphmada concentrates.

Cancet Transaction

On October 14, 2021, the Company completed the acquisition of an aggregate a 1% NSR interest on the Cancet hard rock lithium exploration property (the “ Cancet Lithium Project ”) located in Quebec from arm’s-length parties. Total consideration paid for the royalties comprised 3,000,000 Common Shares. The Common Shares are subject to a statutory hold period and a contractual lock-up, such that 50% of the Common Shares were subject to a four month hold period that expired on February 15, 2022, 25% of the Common Shares are subject to a hold period of 8 months and the remaining 25% of the Common Shares are subject to a hold period of 12 months.

The Cancet Lithium Project is located in northern Quebec approximately 250 km east of James Bay, in the administrative region known as Nord-du-Québec. The broader project covers approximately 12,746 hectares, is beneficially located on an all-season highway and is in close proximity to low-cost hydroelectric power.

The current owner of the Cancet Lithium Project is Winsome Resources Limited (“ Winsome ”). In a news release dated November 30, 2021, Winsome announced that it had commenced trading on the Australian Securities Exchange, following an initial public offering which raised $18 million and a spin-out transaction involving MetalsTech Limited. Winsome announced that it expects to utilise the funds for an intensive exploration and drilling campaign at its projects in the James Bay region of Quebec, Canada, including the Cancet Lithium Project , concentrating its efforts on establishing a maiden resource of high quality spodumene concentrate that is suitable for conversion across multiple battery applications.

In a news release dated January 31, 2022, Winsome announced that SGS Geological have compiled data from previous exploration campaigns and surveys and have commenced target identification, field work planning and drill pattern design for the spring and summer seasons, commencing in April 2022. Winsome also announced

that it has despatched drill core samples from Cancet to SGS Metallurgical laboratory for Dense Media Separation (DMS) and flotation test work.

Scandinavian Transaction

On January 27, 2022, the Company announced that it completed its acquisition of a 1% NSR royalty on four exploration licenses totaling 25 square kilometers in the Råna mafic-ultramafic intrusion in Northern Norway (the “ Rana Nickel Project ”), including the past producing Bruvann Nickel mine, from Scandinavian Resource Holdings (“ SRH ”) and Global Energy Metals Corp. (“ GEMC ”), pursuant to a royalty purchase agreement dated December 16, 2021.

In consideration for the 1% NSR in the Rana Nickel Project, the Company issued an aggregate of 2,000,000 Common Shares to nominees of SRH and GEMC and made aggregate cash payments of $100,000 to SRH and GEMC. The Common Shares are subject to a lock-up agreement which provides that 50% of the Common Shares are subject to a hold period of 4 months and one day, 25% of the Common Shares are subject to a hold period of 8 months and the remaining 25% of the Common Shares are subject to a hold period of 12 months.

Project Updates

Bissett Creek Property

In a news release dated December 2, 2021, Northern Graphite announced that it has entered into an agreement to acquire two operational graphite mines from Imerys group and that the transaction will provide a platform from which to finance and develop Northern’ s Bissett Creek deposit. Closing of the Transaction is subject to a number of conditions including the approval of the TSXV.

In a news release providing a Corporate and Market Update dated December 30, 2021, Northern Graphite advised that testing continued to confirm that concentrates from the Bissett Creek project are of the highest quality and suitable for all applications, especially lithium ion batteries.

Authier Royalty

In a Quarterly Activities Update dated January 31, 2022, Sayona Mining Limited (“ Sayona ”) stated that the Authier Lithium Project will play a key role in Sayona’s planned multi‐project Abitibi lithium hub and that a 25‐hole, 3,908, meter diamond drill program had been completed at Authier, with the aim of expanding the current resource, improving the strip ratio and accelerating production to enhance its profitability.

Sayona further advised that it continues to advance regulatory approvals for the Authier Lithium Project and, in connection with its acquisition of North American Lithium (“ NAL ”), that it has been engaged in discussions with the relevant ministries regarding amendments to the Sayona’s environmental impact study to reflect Authier’s integration with NAL. Sayona stated that the Authier Lithium Project will have a much smaller environmental footprint than originally envisaged and it expects to receive all necessary approvals are expected within 2022. Sayona also stated that a resource review (NI 43‐101 conversion to JORC) is underway, with the results expected in the first quarter of 2022, together with an upgraded definitive feasibility study.

Mont Sorcier Royalty

In a news release dated November 29, 2022, Voyager Metals Inc. announced that its 2021 infill drill program was completed on November 22, 2021, with a total of 15,178 meters of drilling completed in 42 holes. The goal of the 2021 drill program was to upgrade a sufficient portion of the current Inferred Mineral Resources to the Measured

and Indicated Categories to support at least a 20-year mine life as the basis for a feasibility study targeted for completion in the first quarter of 2023.

Battery Hill Royalty

In a news release dated February 1, 2022, Manganese X Energy Corp. (“ Manganese X ”) announced that test work validated a purification process being developed by Kemetco Research Inc. (“ Kemetco ”) for the production of final high purity manganese sulphate monohydrate (HPMSM) crystallization. According to Manganese X, this process eliminates one of two major purification steps, potentially creating important economic advantages for the Battery Hill Project through repeated cycles of testing. Another milestone achieved was the production of final crystal products with all contaminants below 100 ppm, which is a crucial threshold level for battery grade HPMSM. Manganese X stated that Kemetco’s report identified the critical control factors for producing the high purity product in a commercial process and laid out the next steps to advance the technology to a larger scale.

Chubb Royalty

Newfoundland Discovery Corp. (“ Newfoundland Discovery ”) announced in a news release dated January 10, 2022 that it has expanded its Phase 2 Drilling Program at the Chubb Lithium Project from 5,000 meters to 10,000 meters of diamond drilling. Newfoundland Discovery also announced that all drilling permits have been obtained and the Phase 2 Winter 2022 drill program has already commenced. According to Newfoundland Discovery, the goal of this program is to confirm the continuity of the lithium bearing pegmatite and to potentially proceed with a preliminary resource evaluation.

Material Properties

The Company considers the Bissett Creek Project and the Middle Tennessee Mine to be its only material mineral properties for the purposes of NI 43-101.

Bissett Creek Property

The Bissett Creek Property is described in 2020 AIF incorporated by reference herein. In reliance on the exemption in section 9.2 of NI 43-101, certain scientific and technical information incorporated by reference herein with respect to the Bissett Creek Project, including information in the 2020 AIF under the heading “Technical Disclosure on the Bissett Creek Project, Canada”, has been summarized from the Bissett Creek Technical Report.

In a news released dated December 2, 2021 Northern Graphite announced that it will be acquiring two operational graphite mines from Imerys group and the transaction will provide a platform from which to finance and develop Northern’ s Bissett Creek deposit which an independent source has rated as the highest margin graphite project in the world.

In Corporate and Market Update dated December 30, 2021, Northern Graphite advised that testing continued to confirm that concentrates from the Bissett Creek project are of the highest quality and suitable for all applications, especially lithium ion batteries.

Middle Tennessee Mine

The information set out under the heading “Material Properties – Middle Tennessee Mine is summarized from the MTM Technical Report.

In November 2021, the Company contacted Nyrstar to request the technical information required to prepare a NI 43-101 compliant technical report in respect of the Middle Tennessee Mine. In response, Nyrstar provided the Company with a document titled “Technical Report, Nyrstar Tennessee Mines, Gordonsville LLC” (“ Nyrstar 2021 Report ”). The Nyrstar 2021 Report is a brief, internal Nyrstar document containing general

information about the property. Nyrstar declined to provide detailed information on mineral resource estimation, mineral reserve estimation, mine planning and scheduling, process plant performance, costs and financial performance. Mining companies are not required to, and as a matter of practice do not normally, disclose detailed information to companies which hold a royalty interest in their operations.

Accordingly, the MTM Technical Report was prepared based on the exemption available under Section 9.2 (Exemption for Royalty or Similar Interests) of NI 43-101, which provides that, where such access has not been granted to the royalty holder, the royalty holder is not required to complete those items under Form 43-101F1 that require data verification or inspection of documents.

Property Description and Location

The Middle Tennessee Mine’s operation encompasses five historic underground zinc mines (Elmwood, Gordonsville, Carthage, Stonewall and Cumberland) and the Gordonsville concentrator, all making up one mining complex, located approximately 50 miles east of the city of Nashville, Tennessee. The lease area is located in Smith County. All the mines that comprise the Middle Tennessee Mine can be reached easily by numerous highways and rural roads in the area.

In August 2021, the Company acquired a 25% interest in the MTM Royalty. The MTM Royalty is a slidingscale GMR on zinc production at the Middle Tennessee Mine, with no royalty payable if the zinc price is below US$0.90 per pound, a 1.0% royalty payable at zinc prices between US$0.90 and US$1.10 per pound and a 1.4% royalty payable at zinc prices above US$1.10 per pound.

History and Exploration

In 1964, New Jersey Zinc Co. (“ NJZ ”) began exploration near Murfreesboro, Tennessee 55 km southwest of the current Middle Tennessee Mine operation. Over the next four years NJZ drilled 100 exploration holes in a random pattern progressing to the northeast. The decisive intercept was a diamond drill holes which intersected a 5.1 meter interval of 18.5% Zn. A 3,000 meter grid was set up around the discovery hole and 100 holes were drilled on 300 metre centres. With the verification of a massive zinc deposit, NJZ made the decision to sink an exploratory shaft in late 1968 to evaluate and develop the deposit’s potential. The Elmwood mill was constructed during the period 1973 to 1974 and was fitted mainly with used equipment from other NJZ operations. In 1975, Union Miniere, a subholding of Société Générale de Belgique, acquired a 40% interest in the project and a new joint venture company was formed called Jersey Miniere Zinc Co. (" JMZ "). The Elmwood mill, with a capacity of approximately 2,700 tpd, was in operation until April 1982, when the new Gordonsville mill was commissioned.

In 1984, JMZ acquired the rest of the NJZ operations and became Union Zinc, Inc. (" UZI "). Shortly afterwards, major mine development programs at the site began. Development drifting in the direction of the Stonewall deposit started in 1984, was suspended in 1986 due to poor zinc market conditions and was completed in December 1989. In 1985, the company purchased mineral rights situated to the north of its own mines from Occidental Petroleum Corporation. The Carthage deposit, a northern extension of the Elmwood Mine which was accessed from the Elmwood underground workings. The Cumberland deposit was accessed by a 5,000-foot exploration drift already completed by that time, Starting in 1989, UZI dewatered the orebody and developed it into an operating mine by October 1991.

In 1994, UZI was marketed and sold to Savage Resources to become Savage Zinc, Inc. (“ Savage Zinc ”). During this time, exploration increased and resulted in increased reserves. An area was identified between the Elmwood and Cumberland Mines and was referred to as Horse Shoe Bend. From summer 1998 to fall 2000, Horse Shoe Bend deposit was developed, complete with road train haulage infrastructure.

In spring of 1999, Pasminco acquired Savage Zinc. Pasminco operated the mines until May 2003, when the mines were closed as part of a corporate restructuring. Full year 2002 production and total past production from the mines up to closure in 2003 are as follows:

Elmwood Mine – In 2002, the Elmwood Mine produced 83,000 tons of ore at an average grade of 3.24% Zn. From 1975 to mine closure in 2003, over 11 million tons of ore were extracted from Elmwood, at an average grade of 3.38% Zn.
Gordonsville Mine – In 2002, the Gordonsville Mine produced 479,000 tons of ore at an average grade of 3.10% Zn. From start-up in 1979 to mine closure in 2003, over 16 million tons of ore were extracted from Gordonsville, at an average grade of 3.18% Zn.
Carthage Mine – In 2002, Carthage Mine produced 393,000 tons of ore at an average grade of 3.27% Zn. From inception in 1986 to mine closure in 2003, over 2.2 million tons of ore were extracted from Carthage, at an average grade of 3.37% Zn.
Stonewall Mine – In 2002, Stonewall Mine produced 181,000 tons of ore at an average grade of 3.27% Zn. From inception in 1988 to mine closure in 2003, over 2.2 million tons of ore were extracted from Stonewall, at an average grade of 3.33% Zn.
Cumberland Mine – In 2002, the Cumberland Mine produced 619,000 tons of ore at an average grade of 3.70% Zn. From 1991 to mine closure in 2003, over 5.5 million tons of ore were extracted from Cumberland, at an average grade of 3.28% Zn.

In August 2003, Mossy Creek Mining, LLC acquired the assets and continued to operate an agricultural lime recovery business.

In December 2006, Strategic Resource Acquisition Corporation (“ SRA ”, later called Portex Minerals Inc. “ Portex ”) purchased Middle Tennessee Mine and began rehabilitating the operation in April 2007. Initial mining at Gordonsville began in December 2007, followed by zinc concentrate production in April 2008. Commercial production was achieved at Gordonsville in July 2008 and Portex continued rehabilitating operations at Cumberland and Elmwood. In October 2008, the Middle Tennessee Mine operation was placed on care and maintenance due to a drop in zinc price.

In May 2009, Nyrstar acquired the MTM operation from Portex. Nyrstar operated the Middle Tennessee Mine until December 2015, when the mine was put on care and maintenance. In September 2016, the operation was restarted and ramped up to full production by the second quarter of 2017. The operation has been in continuous production from 2017. The Trafigura Group, one of the world’s leading independent trading companies, acquired a majority interest in Nyrstar in 2019.

Historically, production has derived from five mines in the area (Elmwood, Gordonsville, Carthage, Stonewall and Cumberland). Currently, three underground mines (Gordonsville, Cumberland and Elmwood) are in operation. In addition to owning the Middle Tennessee Mine, Nyrstar also operates the nearby East Tennessee Mines and the Clarksville, Tennessee smelter complex.

Historical Estimates

According to the public domain record, a number of historical estimates of mineral resources have been completed since 2007, presented at a 2% Zn cut-off grade. The most recent estimate of mineral resources that is available in the public domain was reported according to JORC and published by Nyrstar in May 2019 with an effective date of December 31, 2018 (the “ Nyrstar 2019 Report ”). The Nyrstar 2019 Report stated that measured and indicated mineral resources as at that time were 3.85 Mt at 3.46% Zn, and inferred mineral resources as at that time were 16.10 Mt at 3.50% Zn.

According to the public domain record, a number of historical estimates of mineral reserves have been completed since 2011. The cut-off grades in the reserve estimates varied over the period 2011-18 from 2.5% Zn to 3.3% Zn, based on metal price at the time and the orebody being estimated (varied with mining method and haulage

distance). The most recent estimate of mineral reserves that is available in the public domain is the Nyrstar 2019 Report, which reported that proven and probable mineral reserves as at December 31, 2018 were 2.35 Mt at 3.40% Zn.

The above are historical estimates as defined by NI 43-101. A Qualified Person has not done sufficient work to classify the historical estimates as current mineral resources or mineral reserves, and the Company is not treating the historical estimates as current mineral resources or mineral reserves. Nyrstar has not published any information relating to mineral reserves or resources at the Middle Tennessee Mine since Trafigura, a private company, purchased Nyrstar in 2019.

As a royalty holder, Electric Royalties is not directly involved in operational aspects or management of the Middle Tennessee Mine. The Company has requested information from Nyrstar, but has not received information necessary to estimate current mineral resources or mineral reserves. The Company is exempted under Section 9.2 (Exemptions for Royalty or Similar Interests) of NI 43‐101 from providing disclosure with respect to mineral resources or mineral reserves, as the information required to provide such disclosure is not available to the Company.

Geological Setting, Mineralization, and Deposit Types

The rocks of the Eastern seaboard of North America belong to the Appalachian Province, one of four broad geologic provinces comprising the conterminous United States. The Appalachian system is a product of complex plate tectonic interactions occurring in the Late Proterozoic and Paleozoic. Structurally, the rocks in the Middle Tennessee Mine region are dominated by the Cincinnati Arch, an ancient basin that was uplifted in Cambrian times and influences the deposition of all subsequent sedimentary rock units. Post uplift rock packages are mostly comprised of limestones and dolomites, with the most important economic member of the sequence being the Knox Group.

Mineralisation at the Middle Tennessee Mine is associated with the upper members of the Knox Group, the most important of which is the middle member of the Mascot Dolomite. Economic grade mineralization in the district is associated with stratabound collapse breccias and dissolution cavities in the Mascot Dolomite. Individual deposit range from a few tens to a few hundreds of metres in the two dimensions parallel with bedding and a few tens of metres perpendicular to bedding.

The Middle Tennessee Mine is a classic example of a Mississippi Valley Type Pb-Zn deposit, with Zn being the main mineral of economic interest. Zinc mineralization is inferred to have occurred after the later stages of brecciation and deposition of the host units and is predominantly of the breccia and cavity-filling type in the upper part of this system. Sphalerite, fluorite, barite, marcasite, pyrite, calcite, dolomite, and quartz form varying proportions of the cement of the mineral-matrix breccia.

Exploration and Drilling

There is a lack of information about current exploration work at Middle Tennessee Mines in the public domain. Historical exploration and drilling campaigns are more fully described in the History and Exploration section above.

New Jersey Zinc began zinc exploration in Middle Tennessee in 1964 near Murfreesboro. The aim of the program was to look for similar depositional environments to those that had hosted zinc mineralization in Eastern Tennessee. The program consisted of very widely spaced drilling in prospective stratigraphy to understand the degree of zinc mineralization. Three years later, and almost 38 miles away from the first hole put down in the program, hole number 79 was drilled and intercepted strong zinc mineralization. The decisive intercept was the 106th diamond drill hole (4-43-9) put down, which confirmed a 5.1 m interval of 18.5% Zn hosted in the middle member of the Mascot Formation. Further exploration of the mineralization occurred from underground after the sinking of a shaft in 1970, followed by mine development in 1972.

Given the highly variable and unpredictable manner in which MVT deposits occur it ultimately became known that many surface holes which returned good grade were in areas of poor mineralization, and many holes which returned poor or no results were very close to good grade stopes. Surface drilling at best was not a particularly reliable exploration tool. As such underground exploration via drilling became the preferred method of outlining and defining zinc mineralization. For these reasons, this approach has been adopted by all operators in the Middle Tennessee Mine project area. It has been estimated that more than 31,000 drillholes (mostly underground percussion holes) were completed during development of the Middle Tennessee deposits.[1]

According to the Nyrstar 2021 Report, Nyrstar employs diamond and reverse circulation rigs for exploration purposes and has implemented gravity and induced polarization surveys to map the mineral trend more effectively as an aid to drilling. Exploration drilling is done with diamond rigs whereas underground infill and delineation work is completed using reverse circulation (RC) rigs. Diamond drilling activity, both underground and surface, is carried out by contractors. Current standard practice for surface diamond holes is to collar using NQ size rods to 154 meters depth. Underground drilling through mineralization is completed using BQ size rods. RC drilling is currently conducted by two Cubex longhole drill rigs.

Mine Planning and Operations

A combination of random room-and-pillar (“ RRP” ) and longhole open-stoping (“ LHS” ) mining methods are deployed to accomplish ore extraction at the Middle Tennessee Mine. Historically, RRP mining has been the primary method of extraction with recent adoption of LHS methods in 2019. Blasted ore is and hauled to the nearest production shaft and hoisted to the surface to be transferred to the mill. The Gordonsville Mine is accessed by a surface decline in addition to shaft access whereas the Cumberland Mine is shaft access only.

Ore mined at the three facilities is processed into zinc concentrate employing conventional technology at the Gordonsville concentrator, commissioned in 1978. Tailings are impounded at Elmswood. Zinc concentrates are transported approximately 100 miles to the Nyrstar zinc refinery outside Clarksville, Tennessee for treatment.

Nyrstar permitted Martin Raffield, a Qualified Person, to visit the site in April 2021. The site visit consisted of safety induction, an underground tour of the Gordonsville Mine, and visits to the hoistroom visit, process plant and tailings facility. As set forth in the MTM Technical Report, the Qualified Person observed that:

Road conditions were good in the underground haulage areas with good ventilation standards in the underground working areas visited.
Electrical installations were of a high quality.
Areas visited were very dry with no rock seepage observed and very minor incidence of standing water in operational areas.
Ground conditions in the development and room and pillar stoping areas were excellent, with stable room and pillar areas and no indication of any surface subsidence from the very extensive historical underground workings. All the underground equipment, including hoisting facilities observed appeared to be in a good working order and suitable for the mining method.

Due to Nyrstar privacy concerns, the Qualified Person did not have access during the site visit to technical personnel, and questions of a technical nature were not answered. The Qualified Person was not able to review exploration, geology, resource estimation, grade control, mine planning, mine schedules, metallurgy, processing, environmental, community relations or costs.

1 “A Technical Review of the Middle Tennessee Zinc Mines Project, Central Tennessee, USA for Strategic Resources Acquisition Corporation” prepared by Watts Griffis & McOuat Ltd. and filed by SRA on SEDAR at www.sedar.com on May 11, 2007.

Permitting

As a royalty holder, the Company is not directly involved in operational aspects or management of the Middle Tennessee Mine and has not been provided with information in respect of environmental liabilities or permitting at the mine. Accordingly, the Company is exempt under Section 9.2 (Exemptions for Royalty or Similar Interests) of NI 43‐101 from the requirement to provide disclosure with respect to environmental liabilities or permitting at the Middle Tennessee Mine, as the information required to provide such disclosure is not available to the Company. The following general description is derived from the Nyrstar 2021 Report.

The Middle Tennessee Mine’s mining and milling operations are highly regulated by a number of state and federal agencies. The Mine Safety & Health Administration conducts quarterly unannounced inspections, and all miners receive a full week of safety and health training before beginning work underground in addition to annual refresher training. The State of Tennessee regulates Nyrstar’s use of explosives, and blasters and handlers must be trained, tested, and licensed by state and federal agencies.

The primary environmental aspect of Nyrstar’s mining and milling operations is water discharges, and Nyrstar has permits to discharge all water pumped from mines or generated from mill operations. Water quality tests are conducted twice monthly at a minimum, and results are reported to the Tennessee Department of Environment and Conservation Division of Water Resources. Nyrstar reports that its environmental management system has a strong compliance record with no significant outstanding issues.

Nyrstar’s ability to mine in Middle Tennessee is due to mineral rights leasing from private property owners and the State of Tennessee. In exchange for the right to mine under these properties, the leaseholders are paid royalties based on the concentrate produced.

RECENT DEVELOPMENTS

On October 15, 2021, the Company announced that it has granted 2,450,000 five-year stock options to certain management and insiders of the Company. The options were granted under the terms of the Company's stock option plan at an exercise price of $0.415 per common share. An additional 900,000 options having a term ranging from three to five years were granted to other employees of the Company at the same price.

Recent developments with respect to the acquisition of additional royalties are described under the heading “The Company – Royalty Portfolio – Recent Acquisitions”.

Recent developments with respect to the Company’s portfolio of royalties are described under the heading “The Company – Royalty Portfolio – Project Updates”.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds to the Company from the sale of the Securities will be used to advance the Company’s business objectives and for general corporate purposes, including funding potential future acquisitions of royalties and other similar interests. The Company currently has negative cash flows from operations and, as a consequence, may use all or a portion of the net proceeds from a sale of Securities to fund ongoing working capital requirements. The amount of net proceeds expected to be received from the sale of Securities, and each of the principal purposes for which the Corporation will use those net proceeds, will be set forth in the applicable Prospectus Supplement.

Notwithstanding that the Company intends to spend the net proceeds from the sale of the Securities as stated above, there may be circumstances, including due to COVID-19, where for sound business reasons the Company determines that a reallocation of funds may be deemed prudent or necessary, in which case, the Company may spend the net proceeds from the sale of the Securities on such reallocated basis. Accordingly, management of the Corporation will have broad discretion in the application of the proceeds of any distribution of Securities.

EARNINGS COVERAGE RATIO

Earnings coverage ratios will be provided as required by applicable securities laws in the applicable Prospectus Supplement(s) with respect to the issuance of Debt Securities pursuant to this Prospectus.

CONSOLIDATED CAPITALIZATION

Except in connection with the acquisition of a royalty interest in the Cancet Lithium Project and the Rana Nickel Project (see “The Company – Royalty Portfolio – Recent Acquisitions”) and the grant of an aggregate of 3,500,000 stock options in October 2021, there have been no material changes in our share and debt capital since September 30, 2021, being the date of the Company’s most recently filed consolidated financial statements incorporated by reference in this Prospectus.

Total consideration paid in connection with the acquisition of a royalty interest in the Cancet Lithium Project comprised 3,000,000 Common Shares, and consideration in connection with the acquisition of a royalty interest in the Rana Nickel Project included 2,000,000 Common Shares. As a result of these transactions, the number of issued and outstanding Common Shares has increased from 74,109,509 as of September 30, 2021 to 79,109,509 as of the date hereof.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Company’s share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

PRIOR SALES

Prior sales will be provided as required by applicable securities laws in the applicable Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

Trading prices and volume will be provided as required by applicable securities laws in the applicable Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

The Company may offer up to $100 million in the aggregate of Securities pursuant to this Prospectus from time to time during the 25-month period that this Prospectus, including any amendments hereto, remains valid.

The distribution of the Securities of any series may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Company or from other parties, including in the form of underwriters’, dealers or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Company and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.

The Prospectus Supplement relating to each distribution of Securities will set forth the terms of the offering of the Securities, including to the extent applicable the name(s) of any underwriters, dealers or agents, the purchase price(s) of the Securities, the proceeds to the Company from the sale of Securities, any initial public offering price (or the manner of determination thereof if offered on a non-fixed price basis), any underwriting discount or commission and any discounts, concessions or commissions allowed or paid by any underwriter to other dealers. Any initial public offering price and any discounts, concessions or omissions allowed or paid to dealers may be changed from time to time.

In connection with any offering of Securities other than an “at-the-market distribution”, the underwriters may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. Any purchaser who acquires Securities forming part of the underwriters’ over-allocation position acquires those Securities under the applicable Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the over- allotment option or secondary market purchases.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under certain agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation or to contribution with respect to payments that they may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business.

The Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Securities may not be offered, sold or delivered within the United States, and each underwriter or agent for any offering of Securities will agree that it will not offer, sell or deliver the Securities within the United States, except pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder (“ Rule 144A ”) and in compliance with applicable state securities laws. In addition, until 40 days after the commencement of the offering of Securities, any offer or sale of such Securities within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Securities in the United States or to, or for the account or benefit of, U.S. persons.

Each distribution of Securities will be a new issue of securities for which there is no established trading market. Unless otherwise specified in a Prospectus Supplement relating to a series of Securities, the Securities will not be listed on any securities exchange. Certain broker dealers may make a market in the Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker dealer will make a market in the Securities of any series or as to the liquidity of the trading market, if any, for the Securities of any series.

DESCRIPTION OF SECURITIES

Common Shares

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value, of which 79,109,509 shares were issued and outstanding as at February 28, 2022. The holders of Common Shares are entitled to receive notice of any meeting of the shareholders of the Company and to attend and vote thereat, except those meetings at which only the holders shares of another class or of a particular series are entitled to vote. Each Common Share entitles its holder to one vote. The holders of Common Shares are entitled to receive on a pro-rata basis such dividends as the board of directors may declare out of funds legally available therefor. In the event of the dissolution, liquidation, winding-up or other distribution of our assets, such holders are entitled to

receive on a pro-rata basis all of assets of the Company remaining after payment of all of liabilities. The Common Shares carry no pre-emptive or conversion rights.

The Securities offered pursuant to this Prospectus may include Common Shares issuable upon exercise or conversion of any Debt Securities or Warrants Common Shares included in Units and Common Shares issuable in exchange for any Subscription Receipts. Common Shares may be offered separately or together with other Securities.

Description of Debt Securities

This section describes the general terms that will apply to any Debt Securities that may be offered by the Company pursuant to this Prospectus. Debt Securities may be offered separately or together with other Securities. The specific terms of the Debt Securities, and the extent to which the general terms described in this section apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement.

The Debt Securities will be direct obligations of the Company and may be guaranteed by the Company and or an affiliate or associate of the Company. The Debt Securities may be senior or subordinated indebtedness of the Company and may be secured or unsecured, all as described in the relevant Prospectus Supplement. In the event of the insolvency or winding up of the Company, the subordinated indebtedness of the Company, including the subordinated Debt Securities, will be subordinate in right of payment to the prior payment in full of all other liabilities of the Company (including senior indebtedness), except those which by their terms rank equally in right of payment with or are subordinate to such subordinated indebtedness.

The Debt Securities may be issued under one or more trust indentures (each, a “ Trust Indenture ”), in each case between the Company and a trustee (each, an “ Indenture Trustee ”). The statements made hereunder relating to any Trust Indenture and the Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Trust Indenture. Each Trust Indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount, which may be authorized from time to time by the Company.

The particular terms of each issue of Debt Securities will be described in the related Prospectus Supplement. Such description will include, where applicable:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
if applicable, the Indenture Trustee of the Debt Security under the Trust Indenture pursuant to which the Debt Securities are to be issued;

the designation and terms of any securities with which the Debt Securities will be offered, if any, and the number of Debt Securities that will be offered with each security;
whether the Debt Securities are subject to redemption or call and, if so, the terms of such redemption or call provisions;
whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any exchange or conversion terms;
whether the Debt Securities will be subordinated to other liabilities of the Company and, if so, to what extent;
whether the Debt Securities will be listed on any securities exchange;
the material Canadian income tax consequences of owning the Debt Securities; and
any other material terms and conditions of the Debt Securities.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other Securities will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Company, and may include provisions pursuant to which the number of Common Shares or other Securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into Common Shares or other Securities, the holders of such Debt Securities will not have any of the rights of holders of such Securities, including the right to receive payments of dividends or the right to vote such underlying Securities, prior to such conversion.

Warrants

This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus. The Company may issue Warrants independently or together with other Securities, and Warrants sold with other securities may be attached to or separate from the other securities. Warrants may be issued directly by the Company to the purchasers thereof or under one or more warrant indentures or warrant agency agreements to be entered into by the Company and one or more banks or trust companies acting as warrant agent. Warrants, like other Securities that may be sold, may be listed on a securities exchange subject to exchange listing requirements and applicable legal requirements.

Selected provisions of the Warrants and the warrant agreements or indentures are summarized below. This summary is not complete. The statements made in this Prospectus relating to any warrant agreement or indenture, and any Warrants to be issued thereunder, are summaries of certain anticipated provisions thereof and should be read together with the applicable Prospectus Supplement and the provisions of the applicable warrant agreement or indenture.

a description of the material terms of any Warrants that the Company offers, and the extent to which the general terms and provisions described in this section apply to those Warrants, will be

set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Warrants being offered:

the designation of the Warrants;
the aggregate number of Warrants being offered;
the price at which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the number of Common Shares, Debt Securities or other Securities that may be purchased upon exercise of each Warrant and the exercise price of those Warrants, including the procedures that will result in any adjustment of that number or exercise price;
the designation and terms of any Securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security;
if the Warrants are issued as a Unit with another Security, the date or dates, if any, on or after which the Warrants and the related securities will be transferable separately;
whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions;
whether the Warrants will be listed on any securities exchange;
whether the Warrants are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any terms, procedures or limitations relating to the transferability, exchange or exercise of the Warrants;
the material Canadian income tax consequences of owning the Warrants; and
any other material terms and conditions of the Warrants.

Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants.

Units

This section describes the general terms that will apply to any Units that may be offered by the Company pursuant to the Prospectus. The Company may issue Units comprised of one or more of the other Securities described in the Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable:

the aggregate number of Units being offered;
the price at which the Units will be offered;
the Securities comprising the Units and the material terms and conditions of those Securities;
whether the Securities comprising the Units will be listed; and
any other material terms and conditions of the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

Subscription Receipts

This section describes the general terms that will apply to any Subscription Receipts that may be offered by the Company pursuant to the Prospectus. Subscription Receipts may be offered separately or together with other Securities, as the case may be. The Subscription Receipts will be issued under one or more subscription receipt agreements between the Company and one or more escrow agents. If underwriters or agents are involved in the sale of Subscription Receipts, one or more of such underwriters or agents may also be parties to the subscription receipt agreement governing those Subscription Receipts. The relevant subscription receipt agreement will establish the terms of the Subscription Receipts.

A Subscription Receipt is a security of the Company that will entitle the holder to receive a specified number of Securities, for no additional consideration, upon satisfaction of one or more release conditions. A description of the material terms of any Subscription Receipts that the Company offers, and the extent to which the general terms and provisions described in this section apply to those Subscription Receipts, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Subscription Receipts being offered

the aggregate number of Subscription Receipts being offered;
the price at which the Subscription Receipts will be offered;
the terms, conditions and procedures pursuant to which the holders of Subscription Receipts will become entitled to receive Securities;
the number of number and type of Securities that may be obtained upon the conversion of each Subscription Receipt, including any anti-dilution provisions that will result in an adjustment to the number and type of Securities that may be obtained upon the conversion of each Subscription Receipt;

the conditions to the conversion of the Subscription Receipts into other Securities and the consequences of such conditions not being satisfied;
the dates or periods during which the Subscription Receipts may be converted into other Securities;
provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow;
if applicable, the identity of the Subscription Receipt agent;
whether the Subscription Receipts will be listed on any securities exchange;
whether the Subscription Receipts are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
the material Canadian income tax consequences of owning the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

OTHER MATTERS RELATING TO THE SECURITIES

General

The foregoing descriptions of the terms of the Debt Securities, Warrants, and Subscription Receipts set forth certain general terms and provisions of such Securities. The particular terms and provisions of the Debt Securities, Warrants, and Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described herein may apply to them, will be described in the Prospectus Supplement filed in respect of such Securities.

The Company reserves the right to include in a Prospectus Supplement specific terms pertaining to Debt Securities, Warrants, and Subscription Receipts that are not within the descriptions set forth in this Prospectus, provided that such Securities will not be specified derivatives or asset-backed securities. To the extent that any terms or provisions or other information pertaining to Debt Securities, Warrants, and Subscription Receipts described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Securities. If applicable, prospective investors should rely on information in the applicable Prospectus Supplement and read this Prospectus together with the applicable Trust Indenture or other indenture.

Securities offered under this Prospectus may be issued in certificated form or in book-entry only form.

Certificated Form

Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by the Company’s transfer agent and registrar or the applicable Trustee.

Book-Entry Only Form

Securities issued in “book-entry only” form must be purchased, transferred or redeemed through participants (“ participants ”) in a depository service of a depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the

Prospectus Supplement will be a participant of the depository. On the closing of a book-entry only offering, the Company will cause a global certificate or certificates representing the aggregate number of Securities subscribed for under such offering to be delivered to, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities issued in book-entry only form will be entitled to a certificate or other instrument from the Company or the depository evidencing that purchaser’s ownership thereof, and no purchaser will be shown on the records maintained by the depository except through a book-entry account of a participant acting on behalf of such purchaser. Each purchaser of such Securities will receive a customer confirmation of purchase from the registered dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the book-entry only Securities. Reference in this Prospectus to a holder of book-entry only Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.

If the Company determines, or the depository notifies the Company in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry only Securities and the Company is unable to locate a qualified successor, or if the Company at its option elects, or is required by law, to terminate the book-entry system, then such Securities will be issued in certificated form to holders or their nominees.

Transfer, Conversion or Redemption of Securities

Certificated Form

Transfer of ownership, conversion or redemptions of Securities held in certificated form will be effected by the registered holder of the Securities in accordance with the requirements of the Company’s transfer agent and registrar and the terms of the indenture or certificates representing such Securities, as applicable.

Book-Entry Only Form

Transfer of ownership, conversion or redemptions of Securities held in book-entry only form will be effected through records maintained by the depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take action with respect to such holder’s interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.

Payments and Notices

Certificated Form

Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Company, and any notices in respect of a Security will be given by the Company, directly to the registered holder of such Security, unless the applicable indenture in respect of such Security provides otherwise.

Book-Entry Only Form

Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Company to the depository or its nominee, as the case may be, as the registered holder of the Security and the Company understands that such payments will be credited by the depository or its nominee in the appropriate amounts to the relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.

As long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, the responsibility and liability of the Company in respect of notices or payments on the Securities is limited to giving or making payment of any principal, redemption, dividend and interest due on the Securities to the depository or its nominee.

Each holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights with respect to the Securities. The Company understands that under existing industry practices, if the Company requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to any Securities issued in book-entry only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by the depository or agreed to from time to time by the Company, any trustee and the depository. Accordingly, any holder that is not a participant must rely on the contractual arrangement it has, directly or indirectly through its financial intermediary, with its participant to give such notice or take such action.

The Company, any underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry only form, as applicable, will not have any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interests in the Securities held by the depository or the book-entry accounts maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with respect to the depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the directions of the participants.

RISK FACTORS

Prospective purchasers of Securities should carefully consider the risk factors described in this Prospectus, those described in any document incorporated by reference in this Prospectus (including subsequently filed documents incorporated by reference) and those described in a Prospectus Supplement relating to a specific offering of Securities. An investment in the Securities is subject to various risks, including without limitation those risks inherent to the industries in which the Company operates. If any of the events contemplated by these risk factors occurs, the Company’s revenues or financial condition could be materially harmed, which could adversely affect the value of the Securities. In addition to the below, discussions of certain risks affecting the Company in connection with its business are provided in the Company’s disclosure documents filed with securities commissions and other similar authorities which are incorporated by reference in this Prospectus. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.

No Existing Trading Market (other than for Common Shares)

Other than for Common Shares, there is no market through which the Securities may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and any Prospectus Supplement. There can be no assurance that an active trading market will develop for Warrants, Debt Securities, Subscription Receipts or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation.

The public offering prices of the Securities may be determined by negotiation between the Company and the applicable underwriters, dealers, agents or other purchasers based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering, if any public market develops. See “Plan of Distribution”.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed in this Prospectus, there are no material interest, direct or indirect, of the directors or officers of the Company, any shareholder that beneficially owns more than 10% of the Common Shares or any associate or affiliate of any the foregoing persons in any transaction within the last three years or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

Except as disclosed below, no director or executive officer of the Company is or was, within the ten years preceding the date of this Prospectus, a director, chief executive officer or chief financial officer of any company (including the Company) that:

a) while the director or executive officer was acting in that capacity for the relevant company, was subject to a cease trade or similar order, or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;
b) was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days that was issued after such director or executive officer of the Company ceased to be a director, chief executive officer or chief financial officer of the relevant company that resulted from an event that occurred while such director of executive officer of the Company served in such capacity; or
c) while the director or executive officer was acting in that capacity, or within a year after the director or executive officer ceased to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Robert Shafer, a director of the Company, was appointed as a director of United Lithium Corp. (“ United Lithium ”) in February 2021. On July 26, 2021, United Lithium announced that its securities were subject to a cease trade order issued by the British Columbia Securities Commission (the “ BCSC ”) on the basis that a material change report filed by United Lithium in October 2020, before Mr. Shafer joined the United Lithium board, was incomplete. On August 26, 2021, United Lithium announced that the issue had been resolved to the satisfaction of the BCSC and that the cease trade order had been revoked.

No director or executive officer of the Company is or was, within the ten years preceding the date of this Prospectus, has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their respective assets. No director or executive officer of the Company has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or (ii) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to an investor in making an investment decisions.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a resident of Canada with respect to the acquisition, ownership and disposition of any Securities offered under this Prospectus.

In addition, the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada and who acquires any Securities offered thereunder,

including whether the payments of dividends on Common Shares or payments of principal, premium, if any, and interest on Debt Securities will be subject to Canadian non-resident withholding tax.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the applicable Securities, certain legal matters relating to the Securities offered by this Prospectus will be passed upon for the Company by McCarthy Tétrault LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering in the applicable Prospectus Supplement by such underwriters, dealers or agents.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares of the Company is TSX Trust Company at its principal office in Toronto, Ontario.

INTEREST OF EXPERTS

Information regarding the Middle Tennessee Mine under the heading “Material Properties – Middle Tennessee Mine” has been derived from the MTM Technical Report. The MTM Technical Report was prepared by MREng. Martin Raffield, Ph.D., P.Eng., an independent Qualified Person, was responsible for the preparation of the MTM Technical Report and has reviewed and approved the disclosure under the heading “Material Properties – Middle Tennessee Mine”.

Based on information provided by the relevant persons, and except as otherwise disclosed in this Prospectus, none of the persons or companies referred to above has received or will receive any direct or indirect interests in the Company’s property or the property of an associated party or an affiliate of the Company or have any beneficial ownership, direct or indirect, of the Company’s securities or of an associated party or an affiliate of the Company. The Company understands that, after reasonable inquiry and as at the date hereof, such persons or companies, as a group, beneficially own, directly or indirectly, less than one percent of the outstanding Common Shares.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Subject to such further disclosure as may be provided in the applicable Prospectus Supplement, the following is a description of a purchaser’s statutory rights in respect of a purchase of Securities under this Prospectus.

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus relating to the securities purchased by a purchaser and any amendment thereto (irrespective, in the case of an offering on non-fixed price basis, of the determination at a later date of the purchase price of the Securities distributed). In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of Warrants, Debt Securities which are convertible into other securities of the Company or Subscription Receipts (including an offering of Units including such Securities), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which such Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

CONTRACTUAL RIGHTS OF RESCISSION

In addition to statutory rights of withdrawal and rescission , original purchasers of Warrants, Debt Securities which are convertible into other securities of the Company or Subscription Receipts offered separately from other Securities (including any such Securities included in Units) will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Warrant, Debt Security or Subscription Receipt, as the case may be.

In the event that this Prospectus (as supplemented or amended) contains a misrepresentation, this contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, Debt Security or Subscription Receipt (or Units comprised partly thereof), as the case may be, the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, provided that (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the Warrant, Debt Security or Subscription Receipt under this Prospectus and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Warrant, Debt Security or Subscription Receipt under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

CERTIFICATE OF THE COMPANY

Dated: February 28, 2022

This short form prospectus, together with the documents incorporated in this short form base shelf prospectus by reference, will, as of the date of the last supplement to this short form base shelf prospectus relating to the securities offered by this short form base shelf prospectus and the supplement(s), constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of all the provinces of Canada, except Québec.

“ Brendan Yurik ” “ Luqman Khan ” Brendan Yurik Luqman Khan Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors

“Robert Schafer” “Craig Lindsay” Robert Schafer Craig Lindsay Director Director

C-1

AI assistant

Electric Royalties Ltd. — Capital/Financing Update 2022

47460_rns_2022-05-05_5e2d3b5f-5604-4d24-a826-51ecbaf7aafc.pdf

PROSPECTUS SUPPLEMENT TO THE SHORT FORM BASE SHELF PROSPECTUS DATED FEBRUARY 28, 2022

New Issue

Notes:

TABLE OF CONTENTS PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS BASE SHELF PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

THE COMPANY

USE OF PROCEEDS

Use of Net Proceeds and Available Funds

Business Objectives

CONSOLIDATED CAPITALIZATION

PRIOR SALES

Common Shares

Warrants

Stock Options

TRADING PRICE AND VOLUME

Warrants

PLAN OF DISTRIBUTION

There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small proportion of the offering amount set out above.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Common Shares

Warrants

RISK FACTORS

Discretion in the Use of Proceeds

Investment Risk

Potential Dilution and Future Sales or Issuance of Securities

Market Price of Common Shares

No Existing Trading Market for the Warrants

Negative Operating Cash Flows and Potential Need for Additional Financing

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Acquisition of Common Shares and Warrants

Adjusted Cost Base of a Common Share

Exercise of Warrants

Holders Resident in Canada

Expiry of Warrants

Dividends

Dispositions of Securities

Capital Gains and Capital Losses

Minimum Tax

Holders Not Resident in Canada

Dividends

Dispositions of Common Shares and Warrants

LEGAL MATTERS

AUDITORS, TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

On Behalf of the Board of Directors

CERTIFICATE OF THE AGENTS

CANACCORD GENUITY CORP.

PI FINANCIAL CORP.

RESEARCH CAPITAL CORPORATION

SHORT FORM BASE SHELF PROSPECTUS

New Issue

TABLE OF CONTENTS

GENERAL MATTERS

DOCUMENTS INCORPORATED BY REFERENCE

FORWARD LOOKING STATEMENTS

TECHNICAL DISCLOSURE

GLOSSARY

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

MARKET AND INDUSTRY DATA

THE COMPANY

Description of Business

Royalty Portfolio

Existing Royalties

Recent Acquisitions

Globex Transaction

MTM Royalty

Glassville Royalty

Electric Royalties Ltd. Capital/Financing Update 2022