Summit Royalties Ltd. — Interim / Quarterly Report 2024

May 22, 2024

EAGLE ROYALTIES LTD. CONDENSED INTERIM FINANCIAL STATEMENTS (Expressed in Canadian dollars)

For the period ended March 31, 2024

(Unaudited – prepared by management)

EAGLE ROYALTIES LTD.

CONDENSED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed interim financial statements for the period ended March 31, 2024.

NOTICE TO READER OF THE CONDENSED INTERIM FINANCIAL STATEMENTS

The Management of Eagle Royalties Ltd. is responsible for the preparation of the accompanying condensed interim financial statements as at March 31, 2024.

These condensed interim financial statements have not been reviewed on behalf of the shareholders by the independent external auditors of the Company, Crowe MacKay LLP.

The condensed interim financial statements have been prepared by management and include the selection of appropriate accounting principles, judgments and estimates necessary to prepare these financial statements in accordance with International Financial Reporting Standards.

_“Timothy J Termuende” “Glen J Diduck” ____ ____ Timothy J. Termuende, P. Geo Glen J. Diduck President and Chief Executive Officer Chief Financial Officer

EAGLE ROYALTIES LTD. CONDENDSED INTERIM STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian dollars)	EAGLE ROYALTIES LTD. CONDENDSED INTERIM STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian dollars)	EAGLE ROYALTIES LTD. CONDENDSED INTERIM STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian dollars)
	Mar 31 2024 (unaudited)	Dec 31 2023 (audited)
Assets Current Cash Term deposits Accounts receivable Prepaid expenses Royalty assets(Note 4)	$ 376,232 1,500,000 8,424 15,888	$ 1,131,188 1,000,000 4,527 36,632
	1,900,544 1	2,172,347 1
	$1,900,545	$2,172,348
Liabilities and Shareholders’ Equity Current Accounts payable and accrued liabilities (Note 6) Due to related company (Note 6) Shareholders’ equity Share capital (Note 9) Equity reserve Contributed surplus Deficit	$ 64,783 428,637	$ 58,199 528,637
	493,420	586,836
	10,283,378 (7,456,171) 41,615 (1,461,697)	10,283,378 (7,456,171) 41,615 (1,283,310)
	1,407,125	1,585,512
	$1,900,545	$2,172,348

Nature and continuance of operations (Note 1) Commitments and contingencies (Note 7)

On behalf of the Board:

“Timothy J Termuende” Director Mr. Timothy J. Termuende (Signed)

“Charles C. Downie” Director

Mr. Charles C. Downie (Signed)

The accompanying notes are an integral part of these condensed interim financial statements.

EAGLE ROYALTIES LTD. CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (Expressed in Canadian dollars)	EAGLE ROYALTIES LTD. CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (Expressed in Canadian dollars)	EAGLE ROYALTIES LTD. CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (Expressed in Canadian dollars)
For the three months ended March 31	2024	2023
Operating expenses Office and administration costs (Note 6) Professional fees (Note 6) Reporting, filing and corporate governance Wages and consulting fees (Note 6) Trade shows, travel and promotion Loss and Comprehensive loss for theperiod	$ 13,017 40,254 6,822 74,304 43,990	$ 3,611 11,106 5,000 65,396 8,172
	$ 178,387	$93,285
Loss per share- basic and diluted Weighted average number of shares outstanding - basic and diluted	$ (0.00) 57,060,310	$ (932.85) 100

The accompanying notes are an integral part of these condensed interim financial statements.

EAGLE ROYALTIES LTD. CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Expressed in Canadian dollars)	EAGLE ROYALTIES LTD. CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Expressed in Canadian dollars)	EAGLE ROYALTIES LTD. CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Expressed in Canadian dollars)
For the three months ended March 31	2024	2023
Cash flows from operating activities Loss for the period Changes in non-cash working capital items (Increase) decrease in accounts receivable Decrease in prepaid expenses Increase (decrease) in accounts payable and accrued liabilities Cash flows from financing activities Advances from related company Cash flows from investing activities Purchase of term deposits Increase in cash Cash, beginning of period Cash, end ofperiod	$(178,387) (3,897) 20,744 6,584	$ (93,285) 850 2,090 (3,171)
	(154,956)	(93,482)
	(100,000)	75,000
	(500,000)	-
	(754,956) 1,131,188	(18,482) 94,460
	$376,232	$75,978

The Company made no cash payments for income taxes in the period (2023 - $nil). The Company paid interest costs of $3,740 (2023 - $nil).

As at March 31, 2024, the Company’s term deposits mature

• $ 250,000 on May 22, 2024 and earn interest at 5.47% for the term.

• $ 1,000,000 on June 10, 2024 and earn interest at 4.45% per year

• $ 250,000 on August 20, 2024 and earn interest at 5.63% for the term.

The accompanying notes are an integral part of these condensed interim financial statements.

EAGLE ROYALTIES LTD. STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Canadian dollars)

Share Capital Equity Contributed Shares Amount Reserve Surplus Deficit	Total
Balance, December 31, 2022 100 $ 10 $ - $ - $ (208,741) Loss for theperiod - - - - (93,285)	$ (208,731) (93,285)
Balance,March 31,2023 100 $10 $- $- $ (302,026)	$ (302,016)
Balance, December 31, 2023 57,060,310 $10,283,378 $(7,456,171) $ 41,615 $(1,283,310) Loss for theperiod - - - - (178,387)	$1,585,512 (178,387)
Balance, March 31, 2024 57,060,310 $10,283,378 $(7,456,171) $41,615 $(1,461,697)	$1,407,125

The accompanying notes are an integral part of these condensed interim financial statements.

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

1. Nature and Continuance of Operations

Eagle Royalties Ltd. (“Eagle Royalties” or the “Company” or “ER”) was incorporated on January 21, 2022 under the laws of the province of Alberta as a wholly-owned subsidiary of Eagle Plains Resources Ltd. (“Eagle Plains” or “EPL”). The Company was incorporated to manage the royalty portfolio of Eagle Plains. On February 28, 2023, Eagle Plains entered into an arrangement agreement with ER, and ER entered into an amalgamation agreement with 2513756 Alberta Ltd., formerly 1386884 BC Ltd. ("138") whereby, among other things EPL transferred a majority of its portfolio of royalty interests (the "Royalties") to Eagle Royalties, in exchange for certain shares of Eagle Royalties (the "Spin-out Shares") and thereafter, ER and 138 amalgamated, and the resulting issuer, Eagle Royalties Ltd. was listed on the Canadian Securities Exchange under the symbol “ER”.

The Company is a junior resource company holding royalty interests over mineral exploration projects in Western Canada.

The corporate office and principal place of business is Suite 200, 44-12[th] Avenue South, Cranbrook, British Columbia, Canada.

These financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at March 31, 2024, the Company has had significant losses and has not generated revenues from operations. The Company has financed its operations primarily through the issuance of common shares and advances from Eagle Plains. In order to continue as a going concern and to meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. As such, there is a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern.

The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent regional conflicts and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.

These circumstances could have a negative impact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. These factors, amongst others, could have a significant impact on the Company’s operations. These condensed interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

2. Basis of Preparation

(a) Statement of Compliance

The condensed interim financial statements for the Company for the periods ending March 31, 2024 and 2023 are prepared in accordance with International Financial Accounting Standard 34 (“IAS 34”), Interim Financial Reporting, using accounting policies which are consistent with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These condensed interim financial statements were authorized for issue by the Board of Directors on May 22, 2024.

(b) Basis of Measurement

These condensed interim financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss (“FVTPL”) which are stated at their fair value. These condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These condensed interim financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

2. Basis of Preparation - continued

(c) Use of Estimates and Judgments

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Financial results as determined by actual events could differ from these estimates.

The estimates and underlying assumptions are continuously evaluated and reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the revision affects both current and future periods.

Areas of significant judgment include the assessment of going concern assumption.

3. Material Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these condensed interim financial statements. The condensed interim financial statements have, in management’s opinion, been properly prepared using careful judgement with reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a) Financial instruments

Cash is recorded at FVTPL. Term deposits, accounts receivable, accounts payable and accrued liabilities and due to related company initially recognized at fair value, are subsequently recorded at amortized cost using the effective interest rate method.

b) Income taxes

Income tax expense comprises of current and deferred tax. Current tax and deferred tax are recognized in net income or loss except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive income (loss).

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

c) Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, share warrants and options are classified as equity instruments.

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

3. Material Accounting Policies - continued

c) Share capital - continued

Incremental costs directly attributable to the issue of new shares or options are recognized as a deduction from equity, net of tax.

d) Per share amounts

Basic earnings (loss) per common share are computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding for the period. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares.

The treasury stock method is used to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, the weighted average number of shares outstanding used in the calculation of diluted earnings (loss) per share assumes that the deemed proceeds received from the exercise of stock options, share purchase warrants and their equivalents would be used to repurchase common shares of the Company at the average market price during the year.

e) Royalty assets

Royalty assets consist of net smelter return royalties on exploration stage mineral properties and are capitalized as intangible assets. They are initially recorded at cost and subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. Depletion, using the units of production basis over the expected life of the related mineral property, commences when the mineral property enters the production stage. The expected life of the mineral property is determined using available estimates of future metal prices and future production. Proven and probable reserves and future production plans associated with the royalty assets as determined by the operators impact the measurement of the respective assets. These estimates affect the depletion of the royalty assets and the assessment of the recoverability of the carrying value of the royalty assets.

Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s royalty assets are impaired. External sources of information that management considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its royalty interests. Internal sources of information that management considers include the indications of economic performance of the assets.

In determining the recoverable amounts of the Company’s royalty assets, management makes estimates of the discounted net cash flows expected to be derived from the Company’s royalty assets, costs of disposal, and the appropriate discount rates and discount multiples that apply to the specific asset. Reductions in metal price forecasts, increases in estimated future costs of production for the mine operators, reductions in the amount of recoverable mineral reserves, mineral resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s royalty assets.

f) Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss in the statement of comprehensive income (loss) over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss in the statement of comprehensive income (loss) over the remaining vesting period.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss in the statement of comprehensive income (loss), unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

3. Material Accounting Policies - continued

f) Share-based payments - continued

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

All equity-settled share-based payments are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied; the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense. The fair value of the stock options that expire unexercised remains in contributed surplus.

g) Common control transaction using predecessor carrying values

Prior to the Spin-out Transaction, Eagle Plains and the Company were controlled by the same shareholders; consequently, the entities were under common control at the time of the transaction. Business combinations involving entities under common control are outside the scope of IFRS 3: Business Combinations. IFRS provides no guidance on the accounting for these types of transactions and an entity is required to develop an accounting policy.

The three most common methods utilized are the purchase method, the predecessor values since inception method, and the predecessor values from date of transaction method. A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party, both before and after the business combination, and control is not transitory.

Management has determined the predecessor values from date of transaction method to be most appropriate. This method requires the financial statements to be prepared using the predecessor carrying values without any step up to fair value. The difference between any consideration and the aggregate carrying value of the assets and liabilities is recorded as an equity contribution to subsidiary.

h) New accounting pronouncements

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for accounting years beginning after January 1, 2024, or later years. Updates that are not applicable and have no significant impact to the Company have been excluded in the preparation of these condensed interim financial statements.

The following accounting standards and amendments are effective for future periods.

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current

The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024 and are expected to have no significant impact to the future financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements

The objective of the Standard is to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. The main change introduced by IFRS 18 is to the way in which reporting entities will structure their statement of profit or loss. Firstly, the Standard introduces two new defined subtotals: Operating Profit and Profit before financing and income taxes. Additionally, the Standard requires an entity to classify all income and expenses

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

3. Material Accounting Policies - continued

• h) New accounting pronouncements - continued

into one of the following five categories: operating, investing, financing, income taxes and discontinued operations. The Standard is effective from annual reporting periods beginning on or after January 1, 2027.

4. Royalty Assets

The Company holds royalties on a large number of projects in western Canada covering a broad spectrum of metals and industrial mineral projects including gold, silver, base-metals, uranium, diamonds and gypsum.

5. Financial Instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

Cash is carried at fair value using a Level 1 fair value measurement. The carrying value of term deposits, accounts receivable, accounts payable and accrued liabilities and due to related company approximate their fair value because of the short-term nature of these instruments.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.

March 31, 2024 Level 1	Level 2	Level 3 Total
Assets: Cash $ 376,232	$ -	$ - $ 376,232
March31,2023 Level 1	Level 2	Level3 Total
Assets: Cash $75,978	$-	$- $ 75,978

The Company holds various forms of financial instruments. The nature of these instruments and the Company’s operations exposes the Company to concentration risk, credit risk, price risk and liquidity risk. The Company manages its exposure to these risks by operating in a manner that minimizes its exposure to the extent practical. The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

• a) Concentration risk At March 31, 2024, substantially all of the Company’s cash and term deposits were held at one recognized Canadian national financial institution. As a result, the Company was exposed to all of the risks associated with that institution.

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

5. Financial Instruments - continued

b) Credit risk

The Company is exposed to credit risk, which is the risk that a customer or counterparty will fail to perform an obligation or settle a liability, resulting in financial loss to the Company. The Company manages exposure to credit risk by adopting credit risk guidelines that limit transactions according to counterparty credit worthiness. The maximum credit exposure associated with cash and term deposits is their carrying values on the statement of financial position.

c) Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold and other precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The contractual financial liabilities of the Company as of March 31, 2024 equal $493,420. Accounts payable and accrued liabilities of $64,783 are due within 30 days of March 31, 2024.

6. Related Party Transactions

The Company was involved in the following related party transactions during the period:

(a) The Company is related to EPL through common directors. During the period the Company had the following transactions with the related company:

ns with the related company:
Administrative services provided by EPL Costs reimbursed to EPL Interest paid to EPL, included in office and administration costs Payment to EPL	2024 2023
	$ 3,153 $ 3,153 15,001 5,736 3,740 - 100,000 -
	$121,894 $8,889

At March 31, 2024, $4,191 is included in accounts payable and accrued liabilities. At March 31, 2024, $428,637 is included in due to related company.

(b) Compensation to key management

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Director members.

The aggregate amount of expenditures paid or payable to key management personnel in the period was as follows:

Consulting fees Professional fees Wages	2024 2023
	$ 24,480 $ 24,480 10,500 10,500 21,000 12,000
	$ 55,980 $ 46,980

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

6. Related Party Transactions - continued

• (c) Included in wages and consulting fees is $24,480 (2023 - $24,480) paid or accrued for management services to a company owned by a director and officer of the Company.

• (d) Included in professional fees is $10,500 (2023 - $10,500) paid or accrued for accounting services to an officer of the Company.

• (e) Included in wages and consulting fees is $21,000 (2023 - $12,000) paid or accrued for services to officers of the Company who are also directors.

All related party transactions in the normal course of business have been measured at the agreed upon exchange amounts, which is the amount of consideration established and agreed to by the related parties. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment, except for a $300,000 Promissory Note, included in due to related company, that has an interest rate of 5% per year.

8. Commitments and Contingencies

The Company has agreed to indemnify directors and officers under the bylaws of the Company to the extent permitted by law. The nature of the indemnifications prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to beneficiary of such indemnification agreement. The Company has purchased various insurance policies to reduce the risks association with such indemnification. The Company has included in officers’ management contracts a change of control clause that would entitle them to compensation of twenty-four (24) months’ salary or a lump sum payment as disclosed in their contract should such an event occur.

Under the Arrangement Agreement, for every Eagle Plains warrant or option outstanding as of Spin-out Transaction completion date that is exercised subsequently, the Company has to issue 1/3 of a common share and will receive 1/3 proceeds from the warrant or option exercise. As at March 31, 2024, the total commitment is for 10,812,000 options exercisable at $0.15 - $0.24 with expiry dates of July 4, 2024 to January 6, 2028 and 5,261,529 warrants exercisable at $0.25 - $0.30 with expiry dates of July 11, 2024 to September 25, 2024.

9. Capital Management

The Company includes cash and shareholders’ equity, comprising of issued common shares and deficit, in the definition of capital. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and development of royalty interests. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.

10. Equity Instruments

• (a) Authorized

Unlimited number of common shares without nominal or par value.

Unlimited number of preference shares, with the rights, privileges and conditions thereof determined by the directors of the Company at the time of issuance.

• (b) Issued and outstanding

At March 31, 2024, there were 57,060,310 (2023 – 100) shares outstanding.

Eagle Royalties Ltd. Notes to the Financial Statements (Expressed in Canadian dollars)

March 31, 2024

10. Equity Instruments - continued

(b) Issued and outstanding - continued

• 41,998,333 shares were issued in May 2023 to Eagle Plains shareholders and Eagle Plains as part of the spin-out transaction (these shares are subject to escrow provisions for a period of one year).

• 15,011,978 shares were issued in May 2023 to 138 shareholders as part of the amalgamation (10,011,978 shares are subject to escrow provisions for a period of one year).

• 16,666 shares were issued in May 2023 on the exercise of Eagle Plains warrants for proceeds of $3,750.

• 33,333 shares were issued in June 2023 on the exercise of Eagle Plains options for proceeds of $3,750.

(c) Stock Option Plan

The Company has a stock option plan for employees, directors, officers and consultants. Stock options can be issued up to a maximum number of common shares equal to 10% of the issued and outstanding common shares of the Company. The exercise price of options granted is not less than the market price of the common shares traded less the available discount under Canadian Securities Exchange policies, and is determined by the Board of Directors. Options granted can have a term of up to 10 years.

There were no stock option activities during the periods ended March 31, 2024 and 2023.

(d) Warrants outstanding

The Company issued 5,562,404 warrants in May 2023, exercisable at $0.50 for 2 years to 138 shareholders as part of the amalgamation.

of the amalgamation.
	Number of	Exercise Price per
	Warrants	ShareRange
Balance, December 31, 2023
and March 31, 2024	5,562,404	$ 0.50

As at March 31, 2024, the following table summarizes information about warrants outstanding :

Warrants			Weighted
Outstanding	Exercise		Average
March31,2024	Price	ExpiryDate	RemainingLife
5,562,404	$0.50	May 18, 2025	1.13years