RE Royalties Ltd. — Capital/Financing Update 2021

Mar 10, 2021

==> picture [114 x 53] intentionally omitted <==

The OM Marketing Material attached as Exhibit “A” hereto relates to the offering memorandum of RE Royalties Ltd. dated August ��, ����.

==> picture [114 x 53] intentionally omitted <==

EXHIBIT “A”

==> picture [62 x 62] intentionally omitted <==

Term Sheet

Brokered Private Placement of Senior Secured Green Bonds	Brokered Private Placement of Senior Secured Green Bonds
Issuer:	RE Royalties Ltd. (the “Company”).
Agent:	Integral Wealth Securities Ltd. (the “Agent”).
Trustee:	Western Pacific Trust Co. (the “Trustee”).
Offering:	Up to C$10,000,000 worth of 6% first ranking senior secured green
	bonds (the “Green Bonds”) of the Company, subject to a minimum
	offering size of $2,000,000 (the “Offering”).
Over-allotment:	The Company has granted the Agent an over-allotment option of up
	to 100% of the Offering size.
Offering Price:	C$1,000 per Green Bond.
Minimum Subscription:	C$5,000.
Term:	The Green Bonds will mature on the date which is 60 months from
	the date of issuance.
Interest:	6% per annum from the date of issue, on a simple basis and paid
	quarterly in March, June, September, and December, commencing
	December 2020.
Security	The Company will enter into a security agreement with the Trustee
	which will create a security interest in favour of the holders of Green
	Bonds arising from or in connection with the Company’s provision of
	funding to and acquisition of royalty interests in renewable energy
	projects, interests in any other financing arrangements and other
	assets, which, in each case, are made with the proceeds of the Green
	Bonds issued by the Company from time to time and any existing
	royalty interests in renewable energy projects, interests in any other
	financing arrangements and other assets related thereto that have
	been acquired by the Company prior to the Closing Date (as defined
	below), among other things.
Covenants:	The Company covenants that, so long as any of the Green Bonds are
	outstanding, it and its subsidiaries (on a consolidated basis) will have
	to abide by specific financial covenants such as a debt to equity
	ratio, debt coverage ratio and regular reporting thereon as more
	particularly set out in the trust indenture between the Company and
	the Trustee.

==> picture [139 x 36] intentionally omitted <==

Transferability: The Green Bonds will not be transferable without the prior written consent of the Company.

• Use of Proceeds: The proceeds of the Offering will be used to provide short term loans to, and acquire royalty streams from, renewable energy projects.

• Offering Jurisdictions: All provinces and territories of Canada and such other jurisdictions outside of Canada (other than the United States) as may be agreed to between the Company and the Agent (the “ Offering Jurisdictions ”).

• Reporting Issuer: The Company is a reporting issuer in the provinces of British Columbia and Alberta.

• Listing: The Company’s common shares currently trade under the ticker symbol “RE” on the TSXV. The Green Bonds will not be listed on the TSXV.

• Agent’s Commission: On each Closing Date, the Agent will be paid a cash commission of 4% of the gross proceeds raised from the Offering on such Closing Date (the “ Agent’s Fee ”). The Agent will also receive broker warrants (“ Broker Warrants ”) in a number equal to 6% of the gross proceeds raised under the Offering on such Closing Date, divided by the exercise price (as described below) of the Broker Warrants. Each Broker Warrant will entitle the holder to acquire one common share of the Company for a period of 24 months from the date of issuance at an exercise price equal to the five day volume weighted average trading price of the Company’s common shares ending the day prior to the applicable Closing Date.

Private Placement The Green Bonds will be subject to a four-month and one day “hold Resale Restrictions: period” from the applicable Closing Date (as defined below), under applicable securities laws. Eligibility: The Green Bonds are eligible as a qualified investment for RRSPs, RRIFs, RESPs, DPSPs, RDSPs and TFSAs. Closing: The Offering will close in tranches on a monthly basis with the fourth closing expected to occur on or around February 25[th] , 2021 or such other date as the Agent and the Company may agree (each, a “ Closing Date ”).

==> picture [140 x 36] intentionally omitted <==