THIS AMENDED LETTER OF TRANSMITTAL SUPERSEDES AND REPLACES IN ALL RESPECTS THE LETTER OF TRANSMITTAL PREVIOUSLY FILED BY THE COMPANY AND MAILED TO SHAREHOLDERS (AS DEFINED HEREIN) IN CONNECTION WITH THE ORIGINAL OFFER (AS DEFINED HEREIN).

THE INSTRUCTIONS CONTAINED IN THIS AMENDED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS AMENDED LETTER OF TRANSMITTAL IS COMPLETED.

LITHIUM ROYALTY CORP

AMENDED LETTER OF TRANSMITTAL

FOR REGISTERED HOLDERS OF COMMON SHARES OF LITHIUM ROYALTY CORP.

As Amended by the Notice of Variation Dated April 30, 2025

LITHIUM ROYALTY CORP. HAS INCREASED THE PRICE RANGE OFFERED TO SHAREHOLDERS PURSUANT TO THE OFFER TO A PRICE OF NOT LESS THAN $5.20 PER SHARE AND NOT MORE THAN $5.70 PER SHARE, AS OUTLINED IN MORE DETAIL IN THE NOTICE OF VARIATION.

THE OFFER HAS BEEN EXTENDED AND IS NOW OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON MAY 15, 2025 (THE "EXPIRATION DATE").

ALL OTHER TERMS OF THE OFFER REMAIN THE SAME.

USE THIS AMENDED LETTER OF TRANSMITTAL IF:

YOU ARE DEPOSITING ONE OR MORE SHARE CERTIFICATES;
YOU ARE A DRS HOLDER;
YOU PREVIOUSLY DEPOSITED SHARES PURSUANT TO A NOTICE OF GUARANTEED DELIVERY (PRINTED ON GREEN PAPER); OR
YOU PREVIOUSLY DEPOSITED SHARES PURSUANT TO A LETTER OF TRANSMITTAL (IN ITS PREVIOUS FORM).

The Depositary (see back page for address and telephone numbers) or your broker or other financial advisor will assist you with any questions you may have about the offer to purchase dated March 25, 2025 (the "Original Offer"), as amended by the Notice of Variation dated April 30, 2025 (the "Notice of Variation", and together with the Original Offer and any further amendments, supplements or variations thereto, the "Offer to Purchase"), and the circular (the "Circular" and together with the Offer to Purchase, the "Offer and Circular") and in completing this Amended Letter of Transmittal

This Amended Letter of Transmittal properly completed and duly executed, together with all other required documents, must accompany certificates (unless such certificate(s) for Shares have previously been submitted to the Depositary) for common shares (the "Shares") of Lithium Royalty Corp. ("Lithium Royalty" or the "Company") deposited pursuant to the Offer and Circular, to holders of Shares (the "Shareholders"), and must be received by TSX Trust Company (the "Depositary") before the Expiration Date at the office listed on the last page of this Amended Letter of Transmittal. Shareholders may also accept the Offer by following the procedures for book-entry

transfer set forth in Section 5 of the Offer to Purchase entitled "Procedure for Depositing Shares", provided that the confirmation of a book-entry transfer of Shares into the Depositary's account at CDS is received by the Depositary at its office listed on the last page of this Amended Letter of Transmittal prior to the Expiration Date.

Shareholders whose certificates are not immediately available or who are unable to deliver their certificates and all other required documents to the Depositary prior to the Expiration Date may deposit such Shares according to the procedure for guaranteed delivery set forth in Section 5 of the Offer to Purchase entitled "Procedure for Depositing Shares", by using the accompanying Amended Notice of Guaranteed Delivery (printed on green paper). See Instruction 2 in this Amended Letter of Transmittal, "Procedure for Guaranteed Delivery".

SHARE CERTIFICATES PREVIOUSLY SUBMITTED PURSUANT TO THE ORIGINAL OFFER AND CURRENTLY HELD BY THE DEPOSITARY ARE HEREBY DEEMED TO BE SUBMITTED WITH THIS AMENDED LETTER OF TRANSMITTAL, IF PROPERLY COMPLETED AND SUBMITTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN.

Capitalized terms used but not defined in this Amended Letter of Transmittal which are defined in the Offer and Circular have the respective meanings set out in the Offer and Circular.

The Depositary or your broker or other financial advisor can assist you in completing this Amended Letter of Transmittal (see back page of this Amended Letter of Transmittal for addresses and telephone numbers). Shareholders whose Shares are registered in the name of a stockbroker, investment dealer, bank, trust company or other nominee should contact such nominee for assistance in depositing their Shares.

DELIVERY OF THIS AMENDED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ON THE BACK PAGE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THE AMENDED LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW.

PLEASE READ CAREFULLY THE INSTRUCTIONS AND RULES SET FORTH BELOW BEFORE COMPLETING THIS AMENDED LETTER OF TRANSMITTAL.

TO: Lithium Royalty Corp. (the "Company")
AND TO: TSX TRUST COMPANY, as Depositary

Dear Sirs/Mesdames:

The undersigned delivers to you, unless previously delivered, the Shares described below (the "Deposited Shares") and, subject only to the provisions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Deposited Shares upon the terms and conditions in the Offer and Circular and hereby assigns all right, title and interest therein to the Company. The following are the details of the Deposited Shares:

Description of Deposited Share(s)
Box 1 – Lithium Royalty Corp. Share(s) Deposited
(if insufficient space, attach a list in the form below)

Name in which Registered	Share Certificate Number / DRS Advice** (if applicable)	Number of Shares Represented by Certificate(s), or held in DRS	Number of Shares Tendered*



TOTAL

Unless otherwise indicated, the total number of Shares evidenced by certificates delivered will be deemed to have been deposited.
** DRS holders do not need to provide Share certificates, but do need to complete this Amended Letter of Transmittal.

☐ Check here if you are a registered Shareholder who has previously submitted a letter of transmittal (in its previous form) pursuant to the Original Offer.

Box 2 – Currency of Payment

☐ I wish to receive payment of consideration payable under the Offer and Circular in United States dollars based upon the exchange rate set forth under the heading “2. Purchase Price – Currency” in the Offer to Purchase.
By electing to receive payment in U.S. dollars instead of Canadian dollars, the undersigned acknowledges and agrees that (a) the exchange rate used will be the rate established by TSX Trust Company, in its capacity as foreign exchange service provider to the Company, on the date that the funds are converted, which rates will be based on the prevailing market rates on such date; (b) the risks associated with the currency conversion from Canadian dollars to U.S. dollars, including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion will be borne by the undersigned and neither the Company nor TSX Trust Company nor any of their respective affiliates are responsible for any such matters; (c) TSX Trust Company will act as principal in such currency conversion transaction; and (d) TSX Trust Company may earn a commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency.
A Shareholder who does not check the box above will receive payment of consideration under the Offer in Canadian Dollars.

☐ I wish to receive payment of consideration payable under the Offer and Circular in United States dollars based upon the exchange rate set forth under the heading “2. Purchase Price – Currency” in the Offer to Purchase.

By electing to receive payment in U.S. dollars instead of Canadian dollars, the undersigned acknowledges and agrees that (a) the exchange rate used will be the rate established by TSX Trust Company, in its capacity as foreign exchange service provider to the Company, on the date that the funds are converted, which rates will be based on the prevailing market rates on such date; (b) the risks associated with the currency conversion from Canadian dollars to U.S. dollars, including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion will be borne by the undersigned and neither the Company nor TSX Trust Company nor any of their respective affiliates are responsible for any such matters; (c) TSX Trust Company will act as principal in such currency conversion transaction; and (d) TSX Trust Company may earn a commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency.

A Shareholder who does not check the box above will receive payment of consideration under the Offer in Canadian Dollars.

Terms and Conditions of Tender:

The undersigned registered holder(s) of the herein listed Deposited Shares hereby:

(a). represents and warrants that the undersigned (i) is, and will immediately prior to the Expiration Date be, the legal owner and registered holder of the Deposited Shares; (ii) has, and will immediately prior to the Expiration Date have, good title to the rights represented by the above mentioned certificates free and clear of all liens, charges, encumbrances, claims security interests and equities, together with all rights and benefits; (iii) has full power and authority to execute and deliver this Amended Letter of Transmittal and to deposit, sell, assign, transfer and deliver the original certificate(s), unless

previously deposited, representing the Deposited Shares and that, when the consideration is delivered, none of the Company, the Shareholders or the Depositary or any their respective affiliates or successors will be subject to any adverse claim in respect of such Deposited Shares; and (iv) has not sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Shares to any other person, notwithstanding the previous Letter of Transmittal;

(b). represents and warrants that the surrender of the undersigned's Deposited Shares complies with all applicable laws and that the information provided herein is true, accurate and complete as of the date thereof;

(c). acknowledges receipt of the Offer and Circular;

(d). acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss and title to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary;

(e). acknowledges that the Depositary will act as the agent of persons, including the undersigned, and receipt of the consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing Shares;

(f). acknowledges that the Company and/or the Depositary may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to (i) stock exchanges or securities regulatory authorities, (ii) the Depositary, and (iii) legal counsel to any of the parties; and

(g). by virtue of the execution of this Amended Letter of Transmittal, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Shares deposited will be determined by the Company in its sole discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on the Company, the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice.

When and to the extent the Company accepts the Shares for payment, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all hypothecs, liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions which may be paid, issued, distributed, made or transferred on or in respect of such Shares to Shareholders of record on or prior to the date on which the Shares are taken up and paid for under the Offer shall be for the account of the undersigned; the undersigned hereby irrevocably constitutes and appoints the Depositary and any officer of the Corporation as attorney-in-fact of the undersigned with respect to such Shares, effective from the time the Company takes up and pays for such Shares, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to: (a) deliver certificates for such Shares, unless previously deposited, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Company upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price; (b) present certificates for such Shares for cancellation and transfer on the Company's books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer.
The undersigned hereby revokes any and all authority, other than as granted in this Amended Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise will be granted with respect to such Deposited Shares.
The undersigned agrees, effective on and after the date of payment for any Deposited Shares, not to vote any of such Deposited Shares, or other securities, at any meeting (whether annual, special or otherwise or any adjournment or postponement thereof) of Shareholders or holders of other securities and not to exercise any or all of the other rights or privileges attaching to any of such Deposited Shares or other securities, or otherwise act with respect thereto. The undersigned agrees to execute and deliver to the Company, at any time and from time to time, as and when requested by, and at the expense of, the Company, any and all instruments of proxy, authorization or consent, in form and on terms satisfactory to the Company, in respect of any such Deposited Shares or other securities.

The undersigned hereby directs and instructs the Depositary to issue or to cause to be issued the cheque representing the consideration for the Deposited Shares promptly after the Expiration Date and to mail such cheque by first-class mail postage prepaid, to the undersigned in accordance with instructions given herein. If no address is provided by the undersigned in this Amended Letter of Transmittal, the undersigned acknowledges and agrees that a cheque will be forwarded to the last address of the undersigned as it appears on the register of the Company maintained by the Depositary. The undersigned may elect to receive payment for Shares tendered via a wire transfer instead of a cheque, by completing Block J, "Wire Payment".
Shareholders whose share certificates are not immediately available or who cannot deliver their share certificates (unless previously deposited) and all other required documents to the Depositary at or prior to the Expiration Date may deliver their Shares according to the guaranteed delivery procedures set forth in Section 5 of the Offer to Purchase entitled "Procedure for Depositing Shares" and the Amended Notice of Guaranteed Delivery.
The undersigned covenants and agrees to execute, upon request of the Company, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Deposited Shares to the Company.
The undersigned understands that it must indicate whether the Shares are being tendered pursuant to an Auction Tender or Purchase Price Tender by completing Block A "Type of Tender" below. All Shares tendered by a Shareholder which have not been withdrawn and for which the Shareholder fails to specify any Auction Tender price for its Shares or fails to indicate that it has tendered its Shares pursuant to the Auction Tender or Purchase Price Tender will be considered to have tendered its Shares pursuant to the Purchase Price Tender.
The undersigned understands that Shareholders who desire to tender different Shares at more than one price under an Auction Tender must complete a separate Amended Letter of Transmittal (or make a separate electronic book-entry confirmation) for each price at which Shares are tendered. Shareholders may deposit some of their Shares pursuant to an Auction Tender and deposit different Shares pursuant to a Purchase Price Tender. Odd Lot Holders (as defined below) making an Auction Tender or a Purchase Price Tender will be required to tender all Shares owned by the Shareholder.
The undersigned understands that if the aggregate purchase price for the Shares validly tendered, and not withdrawn, pursuant to Auction Tenders at Auction Prices at or below the Purchase Price and Purchase Price Tenders would result in an aggregate purchase price exceeding $7,000,000, then such deposited Shares will be purchased as follows: (i) first, the Company will purchase all Shares tendered at or below the Purchase Price by Odd Lot Holders at the Purchase Price; and (ii) second, the Company will purchase at the Purchase Price on a pro rata basis according to the number of Shares deposited or deemed to be deposited at a price equal to or less than the Purchase Price by the depositing Shareholders, less the number of Shares purchased from Odd Lot Holders. The Company's determination as to proration shall be final and binding on all parties, absent a finding to the contrary by a court of competent jurisdiction.
Each authority conferred or agreed to be conferred by the undersigned in this Amended Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned in this Amended Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
It is acknowledged and understood that the undersigned will not receive payment in respect of the Deposited Shares until the original certificate(s) representing the Deposited Shares owned by the undersigned are received by the Depositary at one of the addresses set forth below, together with such additional documents as the Depositary may require, and until the same are processed for payment by the Depositary. It is further acknowledged and understood that the undersigned shall not be entitled to receive any consideration with respect to the Deposited Shares other than the consideration to which the undersigned is entitled to. The undersigned further represents and warrants that the payment of the consideration in respect of Deposited Shares will completely discharge any obligations of the Company and the Depositary with respect to the matters contemplated by this Amended Letter of Transmittal.
The undersigned understands and acknowledges that each of the Company and the Depositary, as applicable, shall be entitled to deduct and withhold from any payment to any Shareholder pursuant to the Offer such amount as it is required to deduct or withhold from such payment under the Income Tax Act

(Canada) (the "Tax Act"), or any provision of any applicable federal, provincial, territorial, state, local or foreign tax law, and remit such deduction or withholding amount to the appropriate government entity. To the extent that amounts are deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of the Offer as having been paid to the Shareholder to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate government entity.

All payments will be made in Canadian Dollars, unless the Shareholder deposits Shares with the Depositary and elects to receive payment in United States Dollars by checking the box in Box 2 in this Amended Letter of Transmittal. The amount payable in currencies other than Canadian Dollars will be determined based upon the exchange rate set forth under the heading "2. Purchase Price - Currency" in the Offer to Purchase.
The original certificate(s) described above is enclosed (unless such certificate(s) for Shares have previously been submitted to the Depositary) and the registered Shareholder irrevocably deposits the abovementioned original certificate(s) for the Deposited Shares in exchange for the consideration to which such holder is entitled pursuant to the Offer and Circular. If you previously submitted a letter of transmittal (in its previous form) with your certificate(s) for Shares in respect of a tender of your Shares and you wish to re-tender your Shares, you are required to submit this Amended Letter of Transmittal to the Depositary, which for the purpose of the Offer, will be deemed to be submitted with the share certificate currently held by the Depositary. The registered Shareholder transmits the original certificate(s) described above representing the Deposited Shares to be dealt with in accordance with this Amended Letter of Transmittal. Beneficial Shareholders should contact their intermediary (i.e. broker, investment dealer, trust company, bank or other registered holder) for instructions and assistance in receiving the consideration for their Shares.
This Amended Letter of Transmittal and the Offer will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Shareholder covered by this Amended Letter of Transmittal irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto, and waives objection to the venue of any proceedings in such court or that such court provides an inconvenient forum.

BLOCK A TYPE OF TENDER

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THE TENDER WILL BE DEEMED TO BE A PURCHASE PRICE TENDER.

☐ An Auction Tender (Please complete Block B)
☐ A Purchase Price Tender

Failure to check a box indicating the price per Share at which Shares are being tendered in Block B below will result in the Shares being tendered pursuant to a Purchase Price Tender.

BLOCK B AUCTION TENDER PRICE (IN CANADIAN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING DEPOSITED

In addition to checking "An Auction Tender" in Block A above, this box MUST be completed if Shares are being deposited pursuant to an Auction Tender. A Amended Letter of Transmittal that indicates more than one price for Shares tendered pursuant to an Auction Tender will be deemed to have been tendered at the lowest applicable price indicated.

Check the appropriate box to indicate an Auction Tender price (prices are in increments of $0.10). Check only one box. If no box is checked, there is no proper deposit of Shares for purposes of an Auction Tender and the Shares tendered will be deemed to be tendered pursuant to a Purchase Price Tender.

PRICE MUST BE IN CANADIAN DOLLARS

☐ $5.20
☐ $5.30
☐ $5.40
☐ $5.50
☐ $5.60
☐ $5.70

Total Number of Shares Being Deposited at the Above Checked Price ___

If portions of shareholdings are being deposited at different prices, use a separate Amended Letter of Transmittal for each price specified. Shareholders other than Odd Lot Holders may make multiple Auction Tenders but not in respect of the same Shares.

BLOCK C ODD LOTS

To be completed ONLY if Shares are being deposited by or on behalf of persons owning beneficially an aggregate of fewer than 100 Shares (being an "Odd Lot") as of the close of business on the Expiration Date.

The undersigned either (check one):

☐ will be the beneficial owner of an aggregate of fewer than 100 Shares as of the close of business on the Expiration Date, all of which are deposited, or
☐ is a broker, dealer, bank, trust company, financial advisor or other nominee that (i) is depositing, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner will own an aggregate of fewer than 100 Shares as of the close of business on the Expiration Date and is depositing all of such Shares.

| BLOCK D
(See Instructions 3 and 4)
ISSUE CHEQUE AND/OR CERTIFICATES/DRS IN NAME OF:
(please print or type) | BLOCK E
(See Instructions 3 and 4)
SEND CHEQUE AND/OR CERTIFICATES/DRS
(UNLESS BLOCK F IS CHECKED) TO :
(please print or type) |
| --- | --- |
| (Name) | (Name) |
| (Street Address and Number) | (Street Address and Number) |
| (City and Province or State) | (City and Province or State) |
| (Country and Postal (Zip) Code) | (Country and Postal (Zip) Code) |
| (Tax Identification, Social Insurance or
Social Security No.) | |

☐ HOLD CHEQUE(S) AND/OR CERTIFICATES/DRS FOR PICK UP

BLOCK F

BLOCK G

☐ CHECK HERE IF SHARES ARE BEING DEPOSITED PURSUANT TO AN AMENDED NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name of Registered Holder: ________

Date of Execution of Notice: ________

Name of Institution which Guaranteed Delivery: ________

BLOCK H
JURISDICTION OF RESIDENCE
(See Instruction 14)

The following certifications assume that the undersigned is either (i) the beneficial holder of the Shares tendered (referred to as the "Beneficial Owner"), or (ii) holds the Shares tendered on behalf of one or more Beneficial Owners.

I. Tax Residency

All Shareholders must complete the following. See Instruction 14.

The undersigned certifies that the Beneficial Owner(s) (please check one box only):

☐ is (are all) resident in Canada for purposes of the Tax Act;
☐ is (are all) not resident in Canada for purposes of the Tax Act; or
☐ include Beneficial Owners who are resident in Canada and not resident in Canada for purposes of the Tax Act, and the aggregate number of Shares tendered on behalf of each is as follows:

☐ Beneficial Owners resident in Canada: ____ tendered Shares
☐ Beneficial Owners not resident in Canada: ______ tendered Shares

II. Non-Residents of Canada

Shareholders are only required to complete the following if (any of) the Beneficial Owner(s) is (are) not resident in Canada for purposes of the Tax Act. See Instruction 15.

Applicability of a Tax Treaty

Non-resident withholding tax will generally apply, at a rate of 25%, to certain amounts paid or deemed to be paid in respect of Shares beneficially owned by persons not resident in Canada for purposes of the Tax Act. Withholding tax may arise, for example, with respect to a deemed dividend arising pursuant to the Offer. However, if the Beneficial Owner is entitled to the benefits of a tax treaty entered into between Canada and the Beneficial Owner's country of residence, the withholding tax rate may be reduced to less than 25%. To benefit from a reduced rate of withholding under a tax treaty, the Shareholder must properly complete and provide the documentation described below.

The undersigned certifies that (please check one box only):

☐ The Shareholder is the Beneficial Owner of the tendered Shares and either (please check one box only):

☐ the Shareholder has completed and provided the Canada Revenue Agency's Form NR301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person, which is included with this Amended Letter of Transmittal; or
☐ the Shareholder has not completed or provided Form NR301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person; ** or

☐ The Shareholder is not the Beneficial Owner of the tendered Shares, there is only one Beneficial Owner, and either (please check one box only):

☐ the Beneficial Owner has completed and provided the Canada Revenue Agency's Form NR301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*, which is included with this Amended Letter of Transmittal; or

☐ the Beneficial Owner has not completed or provided Form NR301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person;* or

☐ The Shareholder is not the Beneficial Owner of the tendered Shares, there is more than one Beneficial Owner, and (please check all applicable boxes):

☐ the Beneficial Owners holding ________ tendered Shares have completed and provided the Canada Revenue Agency's Form NR301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person, and these Forms, together with Schedule A,* are included with this Amended Letter of Transmittal; and/or

☐ the Beneficial Owners holding ________ tendered Shares have not completed or provided the Canada Revenue Agency's Form NR301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person.*

If the Shareholder is a company, the undersigned certifies that (please check one box only):

☐ The corporate Shareholder is the Beneficial Owner of at least 10% of the issued and outstanding voting shares of the Company.

☐ The corporate Shareholder is not the Beneficial Owner of at least 10% of the issued and outstanding voting shares of the Company.

Partnerships or Hybrid Entities must complete the Canada Revenue Agency's Form NR302 or Form NR303, as applicable.

** FAILURE TO PROVIDE THIS INFORMATION, PROPERLY COMPLETED, WILL RESULT IN THE APPLICATION OF A 25% WITHHOLDING TAX RATE TO A DEEMED DIVIDEND ARISING PURSUANT TO THE OFFER.

BLOCK I

Indicate whether or not you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder

☐ The owner signing below represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder.

☐ The owner signing below is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.

A U.S. Shareholder is any Shareholder that is either (A) providing an address in Block “D” or Block “E”, if applicable, that is located within the United States or any territory or possession thereof, or (B) a U.S. person for United States federal income tax purposes.

You are a U.S. person if you are, for U.S. federal income tax purposes, a citizen or a resident of the United States (including a U.S. resident alien), a corporation or partnership (or other entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any state or the District of Columbia, an estate whose income is subject to U.S. federal income tax regardless of its source, or a trust if a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust (or certain electing trusts).

If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then, in order to avoid backup withholding, you must complete the Form W-9 enclosed within or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions. If you are a U.S. Shareholder but you are not a U.S. person for United States federal income tax purposes, then you must complete the appropriate Internal Revenue Service Form W-8 to avoid backup withholding. If you require a Form W-8, please contact the Depositary.

BLOCK J WIRE PAYMENT*

*PLEASE NOTE THAT THERE IS A $100.00 BANKING FEE (PLUS APPLICABLE TAXES) ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST.

*IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, THE DEPOSITARY WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED.

Please provide email address and phone number in the event that we need to contact you for corrective measures:

EMAIL ADDRESS: _____ PHONE NUMBER: _______

**Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that your Shares are registered to

Beneficiary Address (Note: PO Boxes will not be accepted)	**City	**Province/State	**Postal Code/Zip Code

**Beneficiary Bank/Financial Institution


Bank Address
---

PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES.

Bank Account No.	Bank No. & Transit No. (Canadian Banks)	ABA/Routing No. (US Banks)
(3 digits & 5 digits)	(9 digits)	(9 digits)
SWIFT or BIC Code	IBAN Number	Sort Code (GBP)
---	---	---

(11 characters – if you only have eight, put 'XXX' for the last three)

Additional Notes and special routing instructions:

** Mandatory fields

Signature guaranteed by (if required under Instruction 4):

Authorized Signature of Guarantor

Name of Guarantor (please print or type)

Address (please print or type)

Additional Signatures for Joint Shareholders (if required)

Dated:

Signature of Shareholder or Authorized Representative (see Instructions 3, 4 and 5)

Name of Shareholder (please print or type)

Name of Authorized Representative, if applicable (please print or type)

Telephone (Work)

Telephone (Home)

Dated:

Signature of Shareholder or Authorized Representative (see Instructions 3, 4 and 5)

Name of Shareholder or Authorized Representative (please print or type)

Name of Authorized Representative, if applicable (please print or type)

Telephone (Work)

Telephone (Home)

INSTRUCTIONS AND RULES

1. Use of Amended Letter of Transmittal

(a) This Amended Letter of Transmittal (or a manually signed facsimile thereof) together with accompanying certificate(s) (unless such certificate(s) for Shares have previously been submitted to the Depositary) representing the Deposited Shares, if applicable, must be received by the Depositary at its office specified on the back page hereof at or prior to the Expiration Date, being 5:00 p.m. (Toronto time) on May 15, 2025, unless the Offer is further extended or withdrawn or unless the procedure for guaranteed delivery set out in Instruction 2 below is employed.

(b) The method used to deliver this Amended Letter of Transmittal and any accompanying certificate(s) representing Deposited Shares is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received by the Depositary at its office specified on the back page hereof. The Company recommends that the necessary documentation be hand delivered to the Depositary, at its office specified on the back page hereof, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Shareholders whose Shares are registered in the name of a stockbroker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Shares.

2. Procedure for Guaranteed Delivery

If a Shareholder wishes to deposit Shares pursuant to the Offer and the Shareholder is not able to deliver the required Amended Letter of Transmittal together with the certificate(s) representing such Shares, if applicable, and all other required documents to the Depositary at or prior to the Expiration Date, such Shares may nevertheless be deposited provided that all of the following conditions are met:

(a) such a deposit is made by or through an Eligible Institution (as defined below);

(b) a Amended Notice of Guaranteed Delivery (printed on green paper) or a manually executed facsimile thereof, in each case properly completed and duly executed, together with a guarantee by an Eligible Institution in the form set forth in such Amended Notice of Guaranteed Delivery, is received by the Depositary at or prior to the Expiration Date at its Toronto office as set forth in the Amended Notice of Guaranteed Delivery (by hand, facsimile transmission or mail); and

(c) the certificate(s) representing the Deposited Shares in proper form for transfer, together with this Amended Letter of Transmittal or facsimile thereof properly completed and duly executed, with any required signature guarantees and all other documents required by this Amended Letter of Transmittal, are received by the Depositary at its Toronto office set forth in the Amended Notice of Guaranteed Delivery (printed on green paper) no later than 5:00 p.m. (Toronto time) on the first trading day on the Toronto Stock Exchange after the Expiration Date.

The Amended Notice of Guaranteed Delivery (printed on green paper) may be delivered by hand or transmitted by facsimile or mail to the Depositary at its office in Toronto, Ontario and must include a guarantee by an Eligible Institution in the manner set forth in the Amended Notice of Guaranteed Delivery. Delivery of the Amended Notice of Guaranteed Delivery and this Amended Letter of Transmittal and accompanying certificates, unless previously deposited, to any office other than the Toronto, Ontario office of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

An "Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and/or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority, Inc. or banks and trust companies in the United States.

3. Signatures

(a) This Amended Letter of Transmittal must be filled in and signed by the holder of Shares accepting the Offer or by such holder's duly authorized representative (in accordance with Instruction 5).

(b) If this Amended Letter of Transmittal is signed by the registered owner(s) of the Deposited Shares, such signature(s) on this Amended Letter of Transmittal must correspond exactly with the name(s) as registered, or, if applicable, as written on the face of such certificate(s) representing the Deposited Shares, in either case, without any change whatsoever, and any such certificate(s) need not be endorsed. If any Deposited Shares are owned of record by two or more joint owners, all such owners must sign this Amended Letter of Transmittal.

(c) If this Amended Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares:

(i) such deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

(ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 4 below.

4. Guarantee of Signatures

If this Amended Letter of Transmittal is executed by a person other than the registered owner(s) of the Deposited Shares, or if the cheque or certificate/DRS representing Shares not tendered or not purchased by the Company, is to be issued to a person other than such registered owner(s) (see Block D) as shown on the register of holders of Shares maintained by or on behalf of the Company, such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

5. Fiduciaries, Representatives and Authorizations

Where this Amended Letter of Transmittal is executed by a person acting as an executor, administrator, trustee or guardian or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should so indicate when signing and this Amended Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. The Company or the Depositary, in their discretion, may require additional evidence of authority or additional documentation.

6. Odd Lots

If the Company is to purchase fewer than all Shares tendered pursuant to Auction Tenders and Purchase Price Tenders by the Expiration Date, the Shares purchased first will consist of all Shares so tendered by any Shareholder who will own beneficially, as of the close of business on the Expiration Date, an aggregate of fewer than 100 Shares and who validly tenders all of its Shares under Auction Tenders at or below the Purchase Price or under Purchase Price Tenders. This preference will not be available unless Block C, "Odd Lots", is completed. Partial tenders will not qualify for this preference. This preference is not available to holders of 100 or more Shares even if holders have separate share certificates for fewer than 100 Shares or hold fewer than 100 Shares in different accounts.

7. Solicitation

If this Amended Letter of Transmittal represents more than one beneficial holder, all beneficial holder information must be provided on a list that must accompany the deposit or on a diskette that must be timely forwarded to the place of deposit.

8. Miscellaneous

(a) If the space on this Amended Letter of Transmittal is insufficient to list all certificates for Deposited Shares, additional certificate numbers and numbers of Shares may be included on a separate signed list affixed to this Amended Letter of Transmittal.

(b) If Shares are registered in different forms (e.g. "John Doe" and "J. Doe") a separate Amended Letter of Transmittal should be signed for each different registration.

(c) No alternative, conditional or contingent deposits will be acceptable and no fractional Shares will be purchased. All depositing Shareholders by execution of this Amended Letter of Transmittal (or a facsimile hereof) waive any right to receive any notice of the acceptance of Deposited Shares for payment.

(d) The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

(e) Additional copies of the Offer and Circular, the Notice of Variation, this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery (printed on green paper) may be obtained from the Depositary at the address listed on the back page thereof.

(f) Before completing this Amended Letter of Transmittal, you are urged to read the Offer and Circular.

(g) All questions as to the validity, form, eligibility, timely receipt and acceptance of any Shares deposited pursuant to the Offer will be determined by the Company in its sole judgment. The Company reserves the absolute right to reject any and all deposits that it determines not to be in proper form or that may be unlawful for it to accept under the laws of any jurisdiction. The Company reserves the absolute right to permit the Offer to be accepted in a manner other than as set forth herein and to instruct the Depositary to waive any defect or irregularity contained in any Amended Letter of Transmittal received. None of the Company, the Depositary or any other person shall be required to give notice of any defects or irregularities in any deposit or acceptance and no liability shall be incurred by any of them for failure to give such notice. The Company's interpretation of the terms and conditions of the Offer and Circular, Amended Notice of Guaranteed Delivery (printed on green paper) and this Amended Letter of Transmittal shall be final and binding.

(h) Deposits of Shares will not be accepted from or on behalf of Shareholders in any jurisdiction outside of Canada in which the acceptance of the Offer would not be in compliance with the laws of that jurisdiction.

9. Assistance

The Depositary (see back page for address and telephone numbers) will be able to assist you with any questions you may have about the Offer and Circular, the Notice of Variation, the Amended Notice of Guaranteed Delivery and this Amended Letter of Transmittal. Shareholders whose Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should contact such nominee if they wish to accept the Offer.

10. Lost Certificates

If a share certificate has been lost or destroyed, this Amended Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will provide replacement instructions. If a share certificate has been lost or destroyed, please ensure that you provide your telephone number to the Depositary so that the Depositary may contact you. If your share certificate has been lost or destroyed, you must take the foregoing action sufficiently in advance of the Expiration Date in order to obtain a replacement certificate in sufficient time to permit the replacement certificate to be tendered to the Offer prior to the Expiration Date.

11. Privacy Notice

TSX Trust Company is committed to protecting your personal information. In the course of providing services to you and the TSX Trust Company's corporate clients, the TSX Trust Company receives non-public personal information about you from transactions the TSX Trust Company performs for you, forms you send the TSX Trust Company, other communications the TSX Trust Company has with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. The TSX Trust Company uses this to administer your account, to better serve you and the TSX Trust Company's clients' needs and for other lawful purposes relating to the TSX Trust Company's services. Some of your information may be transferred to servicers for data processing and/or storage. The TSX Trust Company has prepared a Privacy Policy to tell you more about the TSX Trust Company's information practices, how your privacy is protected and how to contact the TSX Trust Company's Chief Privacy Officer. It is available at TSX Trust Company's website, www.tsxtrust.com or by writing TSX Trust Company at 301 - 100 Adelaide St W, Toronto, Ontario, M5H 4H1. The TSX Trust Company will use the information you are providing in order to process your request and will treat your signature(s) as your consent to the TSX Trust Company doing so.

12. Commissions and Stock Transfer Taxes

No brokerage fees or commissions will be payable if the Offer is accepted by depositing Shares directly with the Depositary. The Company will pay any stock transfer taxes with respect to the transfer and sale of Deposited Shares to the Company by the registered owner pursuant to the Offer and Circular. If, however, the certificate(s) for Deposited Shares not deposited or purchased are to be registered in the name of any person other than the registered holder, or if certificate(s) for Deposited Shares are registered in the name of any person other than the person signing this Amended Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be payable by the seller and may result in a deduction from the purchase price unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted.

13. U.S. Shareholders and Form W-9

United States federal income tax law generally requires that a U.S. Shareholder who receives cash in exchange for Shares provide the Depositary with his or her correct TIN, which, in the case of a holder of Shares who is an individual, is generally the individual's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, as the case may be, such holder may be subject to penalties imposed by the IRS and backup withholding in an amount equal to 24% of the gross proceeds of any payment received hereunder. Backup withholding is not an additional United States income tax. Any amounts withheld from payments to you under the backup withholding rules will be allowed as a credit against your United States federal income tax liability and any excess tax may be refundable, provided the required information is timely furnished to the Internal Revenue Service.

To prevent backup withholding, each U.S. Shareholder, or person acting on behalf of a U.S. Shareholder, must furnish a correct TIN by properly completing the Form W-9 set out in this document, which requires such holder to certify under penalty of perjury: (1) that the TIN provided is correct (or that such holder is awaiting a TIN); (2) that (i) the holder is exempt from backup withholding; (ii) the holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) the IRS has notified the holder that he is no longer subject to backup withholding; and (3) that the holder is a U.S. person (including a U.S. resident alien).

Certain U.S. Shareholders are exempt from the backup withholding and reporting requirements. To prevent possible erroneous backup withholding, a U.S. Shareholder exempt from backup withholding must enter its correct TIN in Part 1 of Form W-9, write "Exempt" in Part 2 of such form, and sign and date the form. See the W-9 Guidelines that follow these instructions.

If a U.S. Shareholder does not have a TIN, such holder should: (i) consult the enclosed W-9 Guidelines for instructions on applying for a TIN; (ii) write "Applied For" in the space for the TIN in Part 1 of the Form W-9; and (iii) sign and date the Form W-9 and the Certificate of Awaiting TIN set out in this document. In such case, the Depositary may withhold 24% of the gross

proceeds of any payment made to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the IRS.

If the Form W-9 is not applicable to a U.S. Shareholder because such holder is not a U.S. person for United States federal income tax purposes, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign status, signed under penalty of perjury. IRS Form W-8 (W-8BEN, W-8IMY or other applicable form) may be obtained from the Depositary.

A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 SET OUT IN THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING OF 24% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE OFFER.

14. Jurisdiction of Residence

Each Shareholder depositing Shares to the Depositary must represent as to whether or not the Beneficial Owner is a non-resident of Canada for purposes of the Tax Act by completing Block H, "Jurisdiction of Residence".

15. U.S. Shareholders are advised that the Offer is subject to Regulation 14E (including, without limitation, Rule 14e-4 thereof) under the United States Securities Exchange Act of 1934, as amended

Each U.S. Shareholder depositing Shares to the Depositary is required to provide the Depositary with a correct U.S. taxpayer identification number ("TIN") (generally the Shareholder's social security number or federal employer identification number) and certain other information, on Form W-9, which is attached to this Amended Letter of Transmittal. Failure to timely provide a correct TIN on the form may subject the depositing Shareholder to U.S. federal backup withholding tax on the gross amount of any payments made to the U.S. Shareholder and, in certain cases, penalties.

U.S. Shareholders who are not a U.S. persons for U.S. federal income tax purposes, should complete the appropriate IRS Form W-8 to avoid backup withholding. If you require an IRS Form W-8, please contact the Depositary or download the appropriate IRS Form W-8 at www.irs.gov.

TMX | TSX Trust

The Depositary is:

TSX Trust Company

By Registered Mail, Mail, Hand or Courier

Toronto
301-100 Adelaide
Street West
Toronto, Ontario
M5H 4H1
Attention: Corporate Actions

Inquiries

North American Toll Free: 1-866-600-5869
Telephone: 416-342-1091
E-Mail: [email protected]

Any questions and requests for assistance or additional copies of the Offer and Circular, the Notice of Variation, the Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery may be directed to the Depositary at the telephone numbers and location set out above. Shareholders may also contact their broker, dealer, commercial bank, trust company, lawyer or professional advisor for assistance concerning the Offer.

AI assistant

Lithium Royalty Corp. M&A Activity 2025

48454_rns_2025-05-01_0fd090dc-3a3c-452a-a07a-aa43baac52c3.pdf

LITHIUM ROYALTY CORP

USE THIS AMENDED LETTER OF TRANSMITTAL IF:

BLOCK A TYPE OF TENDER

BLOCK B AUCTION TENDER PRICE (IN CANADIAN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING DEPOSITED

BLOCK C ODD LOTS

BLOCK F

BLOCK G

BLOCK J WIRE PAYMENT*

INSTRUCTIONS AND RULES

1. Use of Amended Letter of Transmittal

2. Procedure for Guaranteed Delivery

3. Signatures

4. Guarantee of Signatures

5. Fiduciaries, Representatives and Authorizations

6. Odd Lots

7. Solicitation

8. Miscellaneous

9. Assistance

10. Lost Certificates

11. Privacy Notice

12. Commissions and Stock Transfer Taxes

13. U.S. Shareholders and Form W-9

14. Jurisdiction of Residence

15. U.S. Shareholders are advised that the Offer is subject to Regulation 14E (including, without limitation, Rule 14e-4 thereof) under the United States Securities Exchange Act of 1934, as amended

AI assistant

Lithium Royalty Corp. — M&A Activity 2025

48454_rns_2025-05-01_0fd090dc-3a3c-452a-a07a-aa43baac52c3.pdf

LITHIUM ROYALTY CORP

USE THIS AMENDED LETTER OF TRANSMITTAL IF:

BLOCK A TYPE OF TENDER

BLOCK B AUCTION TENDER PRICE (IN CANADIAN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING DEPOSITED

BLOCK C ODD LOTS

BLOCK F

BLOCK G

BLOCK J WIRE PAYMENT*

INSTRUCTIONS AND RULES

1. Use of Amended Letter of Transmittal

2. Procedure for Guaranteed Delivery

3. Signatures

4. Guarantee of Signatures

5. Fiduciaries, Representatives and Authorizations

6. Odd Lots

7. Solicitation

8. Miscellaneous

9. Assistance

10. Lost Certificates

11. Privacy Notice

12. Commissions and Stock Transfer Taxes

13. U.S. Shareholders and Form W-9

14. Jurisdiction of Residence

15. U.S. Shareholders are advised that the Offer is subject to Regulation 14E (including, without limitation, Rule 14e-4 thereof) under the United States Securities Exchange Act of 1934, as amended

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Lithium Royalty Corp. M&A Activity 2025