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LunR Royalties Proxy Solicitation & Information Statement 2026

Apr 22, 2026

48585_rns_2026-04-22_0627d9a5-937e-42e0-8e15-066ffd12481c.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

MEETING INFORMATION

Date: May 21, 2026

Time: 10:00 a.m. (Vancouver time)

Location: Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1L7

You are invited to attend the annual general and special meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") in the capital of LunR Royalties Corp. (the "Corporation"). The purpose of the Meeting is:

  1. to receive the audited financial statements of the Corporation for the period from incorporation on July 14, 2025 to December 31, 2025, together with the report of the auditors thereon;
  2. to appoint PricewaterhouseCoopers LLP as auditor of the Corporation for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;
  3. to elect directors of the Corporation for the ensuing year;
  4. to consider and, if thought fit, to pass an ordinary resolution ratifying, confirming and approving the Corporation's 10% rolling stock option plan, as more particularly described in the accompanying management information circular dated April 13, 2026 (the "Information Circular"); and
  5. to consider and, if deemed advisable, to approve, with or without amendment, an ordinary resolution, in accordance with Section 8.1 of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions; and Section 5.16(b) of TSX Venture Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets (the "Shareholder Approval"), the full text of which is set out in the Information Circular (the "FDN Transaction Resolution"), authorizing and approving the acquisition by the Corporation of a silver stream on the Fruta del Norte gold mine in Ecuador owned and operated by Lundin Gold Inc. ("Lundin Gold") in exchange for the issuance and distribution of 50,505,051 Common Shares (the "Consideration Shares") to Lundin Gold, all as further described in the Information Circular (the "FDN Transaction").

If you held Common Shares in the Corporation on April 7, 2026 (the "Record Date"), you are entitled to receive notice of and vote at this Meeting or any postponement or adjournment of it. Only registered Shareholders shown on the shareholder register of the Corporation ("Registered Shareholders"), or their duly appointed proxyholders, at the close of business on the Record Date are entitled to receive notice of the Meeting and to vote at the Meeting. Each Common Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting.

This notice is accompanied by the Information Circular, a proxy or voting instruction form, a financial statement request form and a copy of the audited financial statements for the period from incorporation on July 14, 2025 to December 31, 2025, the auditor's report thereon and the related management's discussion and analysis for the period from incorporation on July 14, 2025 to December 31, 2025. See page 2 of the Information Circular for more information about how to vote your Common Shares. Specific details of the matters to be put before the Meeting are set forth in the accompanying Information Circular.

LunR Royalties Corp.

2026 Notice of Annual General and Special Meeting


In order to be effective, the FDN Transaction Resolution must be approved by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to the Common Shares beneficially held by, or over which control or direction is exercised by, Shareholders who are required to be excluded in accordance with Section 8.1 of MI 61-101 and Section 5.16(b) of TSX Venture Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. Should the FDN Transaction Resolution fail to obtain the requisite Shareholder Approval at the Meeting, the FDN Transaction will not be completed.

Registered Shareholders and duly appointed proxyholders, including the Shareholders (“Non-Registered (or Beneficial) Shareholders”) who hold their Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, have duly appointed themselves or a third-party as proxyholder, may attend, participate and vote at the Meeting. Non-Registered (or Beneficial) Shareholders who have not duly appointed themselves as proxyholder may be able to attend the Meeting as a guest but will not be able to vote at the Meeting.

Registered Shareholders are requested to read the accompanying Information Circular and are requested to date and sign the enclosed proxy form promptly, as applicable, and return it in the envelope enclosed for that purpose or by any of the other methods indicated in the proxy form. Registered Shareholders may also vote in advance of the Meeting by mail, by phone, by fax or on the internet. Proxies to be used at the Meeting must be received by Computershare Investor Services Inc. by no later than 10:00 a.m. (Vancouver time) on May 19, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). To vote on the internet at www.investorvote.com, you will need to enter your 15-digit control number noted on your proxy form to identify yourself as a Registered Shareholder on the voting website. Alternatively, a proxy can be submitted to Computershare Investor Services Inc. either by mail or by telephone as instructed in the enclosed form of proxy.

If you are not able to attend the Meeting, please cast your vote by using the proxy or voting form provided to you and returning it as instructed before 10:00 a.m. (Vancouver time) on May 19, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair’s discretion without notice.

Non-Registered (or Beneficial) Shareholders are requested to read the accompanying Information Circular and are requested to complete and return the request for voting instructions in accordance with the instructions provided to them by their intermediary. Failure to do so may result in their Common Shares not being voted at the Meeting.

If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and vote at the Meeting as your proxy and vote your Common Shares, including if you are a Non-Registered (or Beneficial) Shareholder and wish to appoint yourself as proxyholder to attend and vote at the Meeting, you MUST submit your form of proxy (or proxies) or voting instruction form(s), as applicable, in accordance with the instructions set out in the Information Circular and by your intermediary. If submitting a proxy appointing a person other than the management nominees identified, you must return your proxy in accordance with the instructions set out in the Information Circular by 10:00 a.m. (Vancouver time) on May 19, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays).

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice of Meeting. Any adjourned or postponed meeting

LunR Royalties Corp.

2026 Notice of Annual General and Special Meeting


resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Corporation before the Meeting or by the Chair at the Meeting.

Please review the accompanying Information Circular before voting as it contains important information about the Meeting. If you have any questions or require more information with respect to the procedures for voting, please contact Computershare Investor Services Inc. by phone at 1-800-564-6253 (within North America) or 1-514-982-7555 (international) or by e-mail at [email protected].

DATED at Vancouver, British Columbia the 13th day of April, 2026.

Yours truly,

/s/ "Adam Lundin"

Adam Lundin, President, Chief Executive Officer and Chair

LunR Royalties Corp.

2026 Notice of Annual General and Special Meeting | 3