RE Royalties Ltd. — Capital/Financing Update 2021

Mar 10, 2021

FORM 51–102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

RE Royalties Ltd. (the “ Company ”) 15th Floor - 1040 West Georgia Street Vancouver, British Columbia V6E 4H1

Item 2 Date of Material Change

March 1, 2021.

Item 3 News Release

The news release with respect to the material changes referred to in this report was issued by the Company and distributed through the facilities of CNW on March 1, 2021. The news release was filed on SEDAR and is available at www.sedar.com.

Item 4 Summary of Material Change

The Company completed the closing of the final and fourth tranche of its brokered private placement of Series 1-2020 First Ranking Senior Secured Green Bonds (the “ Green Bonds ”), maturing March 1, 2026, for aggregate gross proceeds of $364,000. The total gross proceeds raised to date in the Company’s inaugural Green Bond offering is $10.2 million.

In addition, the Company has granted 1,070,000 stock options to certain directors and officers of the Company. The stock options are granted under the Company’s stock option plan and are exercisable at $1.32 per common share for a term of five years, subject to regulatory approval.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

Series 1-2020 First Ranking Senior Secured Green Bonds

The Company completed the closing of the final and fourth tranche (the “ Fourth Tranche ”) of its brokered private placement of the Green Bonds, maturing March 1, 2026, for aggregate gross proceeds of $364,000. The total gross proceeds raised to date in the Company’s inaugural Green Bond offering is $10.2 million.

In the Fourth Tranche, the Company has issued 364 Green Bonds with a principal amount of $1,000 per Green Bond for aggregate gross proceeds of $364,000. Each Green Bond bears interest at a rate of 6% per annum, payable quarterly and is senior secured against the Company’s portfolio of royalty and loan investments.

Integral Wealth Securities Limited acted as agent (the “ Agent ”) pursuant to an agency agreement entered between the Company and the Agent with respect to the Green Bond offering. In connection

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with the closing of the Fourth Tranche, the Company paid the Agent a cash fee of $8,040 (the “ Agent’s Fee ”) and a corporate finance fee of $6,520.

The Company also issued to the Agent 9,648 warrants (the “ Agent's Warrants ”) under the Fourth Tranche and corporate finance warrants of 7,824. Each Agent's Warrant will entitle the holder to acquire one common share of the Company at an exercise price equal to $1.25 for a period of 24 months from the closing date.

Net proceeds from the Green Bond offering will be used to finance or re-finance renewable energy projects that deliver environmental benefits as set out in our Green Bond Framework and will contribute to the achievement of the Company’s sustainable goals.

Stock Option Grant

The Company has granted 1,070,000 stock options to certain directors and officers of the Company. The stock options are granted under the Company’s stock option plan and are exercisable at $1.32 per common share for a term of five years, subject to regulatory approval.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Bernard Tan President & CEO Tel: 778-374-2000

Item 9 Date of Report

March 10, 2021

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