Summit Royalties Ltd. — Governance Information 2025

Nov 5, 2025

Ontario

Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises

Certificate of Continuance

Business Corporations Act

Certificat de maintien

Loi sur les sociétés par actions

SUMMIT ROYALTIES LTD.

Corporation Name / Dénomination sociale

1001405287

Ontario Corporation Number / Numéro de société de l'Ontario

This is to certify that these articles are effective on
La présente vise à attester que ces statuts entreront en vigueur le

November 04, 2025 / 04 novembre 2025

V. Quintanilla W.
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions

The Certificate of Continuance is not complete without the Articles of Continuance

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintanilla W.
Director/Registrar

Le certificat de maintien n'est pas complet s'il ne contient pas les statuts de maintien

Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.
V. Quintanilla W.
Directeur ou registrateur

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BCA - Articles of Continuance - SUMMIT ROYALTIES LTD. - OCN:1001405287 - November 04, 2025

Ontario

Ministry of Public and Business Service Delivery

Articles of Continuance

Business Corporations Act

1. Corporation Name
   Summit Royalties Ltd.

2. Date of Incorporation/Amalgamation
   May 19, 2023

3. Name of jurisdiction the corporation is leaving
   Canada - Alberta

4. The continuance was authorized by home jurisdiction on
   November 04, 2025

5. The corporation is continued in Ontario under the name
   SUMMIT ROYALTIES LTD.

6. Registered Office Address
   100 King Street West, Suite 3400, 1 First Cdn Pl, Toronto, Ontario, M5X1A4, Canada

7. Number of Directors
   Minimum/Maximum
   Min 3 / Max 10

The endorsed Articles of Continuance are not complete without the Certificate of Continuance.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - SUMMIT ROYALTIES LTD. - OCN:1001405287 - November 04, 2025

8. The director(s) is/are:

| Full Name
Resident Canadian
Address for Service | JERROLD ANNETT
Yes
100 King Street West, Suite 3400, 1 First Cdn Pl, Toronto, Ontario, M5X1A4, Canada |
| --- | --- |
| Full Name
Resident Canadian
Address for Service | ANDREW CLARK
Yes
100 King Street West, Suite 3400, 1 First Cdn Pl, Toronto, Ontario, M5X1A4, Canada |
| Full Name
Resident Canadian
Address for Service | STEPHEN EDDY
Yes
100 King Street West, Suite 3400, 1 First Cdn Pl, Toronto, Ontario, M5X1A4, Canada |
| Full Name
Resident Canadian
Address for Service | RUSSELL MILLS
Yes
100 King Street West, Suite 3400, 1 First Cdn Pl, Toronto, Ontario, M5X1A4, Canada |
| Full Name
Resident Canadian
Address for Service | BLAIR ZARITSKY
Yes
100 King Street West, Suite 3400, 1 First Cdn Pl, Toronto, Ontario, M5X1A4, Canada |

1. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None":

None.

1. The classes and any maximum number of shares that the corporation is authorized to issue:

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of Preferred Shares.

1. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":

The endorsed Articles of Continuance are not complete without the Certificate of Continuance.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Qaintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery
Page 2 of 6

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BCA - Articles of Continuance - SUMMIT ROYALTIES LTD. - OCN:1001405287 - November 04, 2025

COMMON SHARES, as a class, shall have the following rights, privileges, restrictions and conditions:

(a) Voting: The holders of the Common Shares without nominal or par value shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and to one vote in respect of each Common Share without nominal or par value held at all such meetings.

(b) Dividends: Subject to the rights of the holders of the Preferred Shares and any other class of shares ranking senior to the Common Shares, the holders of the Common Shares without nominal or par value shall be entitled to receive and participate rateably in any dividends declared by the board of directors of the Corporation.

(c) Liquidation, Dissolution or Winding-Up: Subject to the rights of the holders of the Preferred Shares and any other class of shares ranking senior to the Common Shares, in the event of the liquidation, dissolution or winding up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purposes of winding up its affairs, the holders of the Common Shares without nominal or par value shall participate rateably in the distribution of the assets of the Corporation.

PREFERRED SHARES, as a class, shall have the following rights, privileges, restrictions and conditions:

(a) Issuance in Series: The Preferred Shares may be issued from time to time in one or more series and, subject to these articles, the board of directors is authorized to fix, from time to time before issuance, the number of shares in and the designation, rights, privileges, restrictions and conditions attaching to the shares of each series of Preferred Shares.

(b) Ranking of Preferred Shares: The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, rank equally with the Preferred Shares of every other series and be entitled to preference over the Common Shares and the shares of any other class ranking junior to the Preferred Shares. The Preferred Shares of any series shall also be entitled to such other preferences, not inconsistent with these provisions, over the Common Shares and the shares of any other class ranking junior to the Preferred Shares, or as may be fixed in accordance with subparagraph (a).

(c) Approval by Holders of Preferred Shares: The approval by the holders of the Preferred Shares with respect to any and all matters referred to herein may, subject to the provisions of the Business Corporations Act (Ontario), be given in writing by the holders of all of the Preferred Shares for the time being outstanding or by resolution duly passed and carried by not less than

The endorsed Articles of Continuance are not complete without the Certificate of Continuance.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - SUMMIT ROYALTIES LTD. - OCN:1001405287 - November 04, 2025

two-thirds of the votes cast on a poll at a meeting of the holders of the Preferred Shares duly called and held for the purpose of considering the subject matter of such resolution and at which meeting holders of not less than a majority of all Preferred Shares then outstanding are present in person or

represented by proxy. If at any such meeting, when originally held, the holders of at least a majority of all Preferred Shares then outstanding are not present in person or represented by proxy within 30 minutes after the time fixed for the meeting, then the meeting shall be adjourned to such date, being not less than 15 days later, and to such time and place, as may be fixed by the chairman of such meeting. At such adjourned meeting the holders of Preferred Shares present in person or represented by proxy, whether or not they hold a majority of all Preferred Shares then outstanding, may transact the business for which the meeting was originally called, and a resolution duly passed and carried by not less than two-thirds of the votes cast on a poll at such adjourned meeting shall constitute the approval of the holders of the Preferred Shares previously mentioned. Notice of any meeting of the holders of the Preferred Shares shall be given not less than 21 days nor more than 50 days prior to the date fixed for such meeting and shall specify in general terms the purpose for which the meeting is called. No notice of any adjourned meeting need be given unless such meeting is adjourned

by one or more adjournments for an aggregate of 30 days or more from the date of the original meeting, in which case notice of

the adjourned meeting shall be given in the manner prescribed for the original meeting as aforesaid. The formalities to be observed with respect to the giving of notice of any such original meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the by-laws of the Corporation with respect to meetings of the shareholders.

1. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None":

None.

1. Other provisions

None.

1. The corporation is to be continued under the Business Corporations Act to the same extent as if it had been incorporated under this Act.

2. The corporation has complied with subsection 180(3) of the Business Corporations Act.

The articles have been properly executed by the required person(s).

The endorsed Articles of Continuance are not complete without the Certificate of Continuance.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - SUMMIT ROYALTIES LTD. - OCN:1001405287 - November 04, 2025

Supporting Document - Constating Document from Governing Jurisdiction

The endorsed Articles of Continuance are not complete without the Certificate of Continuance.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 5 of 6

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BCA - Articles of Continuance - SUMMIT ROYALTIES LTD. - OCN:1001405287 - November 04, 2025

Supporting Information - Nuans Report Information

Nuans Report Reference # 122694302
Nuans Report Date November 04, 2025

The endorsed Articles of Continuance are not complete without the Certificate of Continuance.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 6 of 6