Summit Royalties Ltd. — M&A Activity 2025

Jul 9, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 - Name and Address of Company

Eagle Royalties Ltd. (the "Company")
200, 44 - 12th Avenue South
Cranbrook, BC
V1C 2R7

Item 2 - Date of Material Change

June 30, 2025.

Item 3 - News Release

A news release announcing the material change was issued on July 2, 2025 for distribution through Canada Newswire and filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile on July 2, 2025.

Item 4 - Summary of Material Change

On June 30, 2025 the Company and its newly-formed subsidiary ("Eagle Subco") entered into an amalgamation agreement (the "Amalgamation Agreement") with Summit Royalty Corp. ("Summit") pursuant to which Summit will "go-public" by way of a reverse takeover of the Company (the "RTO").

Item 5 - Full Description of Material Change

5.1 - Full Description of Material Change

On June 30, 2025, the Company, the Eagle Subco and Summit entered into the Amalgamation Agreement, pursuant to which, among other things, (i) Eagle Subco will amalgamate with Summit under Section 174 of the Business Corporations Act (Ontario) (the "OBCA") to form one corporation, (ii) the securityholders of Summit will receive securities of the resulting issuer that will exist upon completion of the RTO (the "Resulting Issuer") in exchange for their securities of Summit at an exchange ratio of five Resulting Issuer shares for each outstanding share of Summit (subject to adjustments in accordance with the Amalgamation Agreement) (the "Exchange Ratio"), and (iii) the transactions will result in a reverse takeover of the Company, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. A copy of the Amalgamation Agreement has been filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

The Exchange Ratio implies estimated consideration of C$0.18 per share of the Company, representing a premium of 47% based on the Company's closing price on June 30, 2025 on the Canadian Securities Exchange (the "CSE").

As part of the RTO, and subject to any required shareholder and regulatory approvals, the Company is expected to: (i) change its name to "Summit Royalty Corp." or such other name as may be requested by Summit; (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the target stock exchange (the "Exchange") on which the shares of the Resulting Issuer will

---

2

trade (which may be the CSE or the TSX Venture Exchange, as may be determined by Summit); (iii) reconstitute the board of directors and management of the Resulting Issuer; (iv) continue under the OBCA following completion of the RTO; (v) adopt a new equity compensation plan; (vi) change its auditor; and (vii) if requested, consolidate its issued and outstanding shares at a consolidation ratio to be agreed between the parties.

Completion of the RTO is subject to the approval of a majority of the Company shareholders at an annual and special meeting of Company shareholders (the "Company Meeting") to approve various corporate actions and the RTO, which will result in a Fundamental Change (as defined in the policies of the CSE).

The Amalgamation Agreement was negotiated at arm's length between representatives of the Company and Summit.

Director, Officer and Shareholder Support of the Transaction

The Company's directors and officers and certain shareholders of the Company, who collectively own approximately 22% of the Company's outstanding common shares, have entered into voting support agreements with Summit pursuant to which, among other things, they have agreed to vote all of the Company's common shares owned or controlled by them in favour of the RTO at the Company Meeting.

Shareholder Meeting

Further information regarding the RTO will be contained in a management information circular that the Company will prepare and mail to Company shareholders in connection with the Company Meeting. A copy of the Company's management information circular will be available under the Company's profile on SEDAR+ (www.sedarplus.ca) in due course.

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

Tim J. Termuende, P.Geo., President and Chief Executive Officer
Phone: +1 (866) 486-8673
Email: info@eagleroyalties.com

Item 9 - Date of Report

July 9, 2025.

---

3

Cautionary Note Regarding Forward-Looking Information

Except for statements of historical fact relating to the Company, certain statements contained or incorporated by reference in this material change report constitute forward-looking information, future oriented financial information, or financial outlooks (collectively, "forward- looking information") within the meaning of Canadian securities laws. Forward-looking information relates to statements concerning the Company's outlook and anticipated events or results and in some cases, can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking information in this material change report is based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company cannot give any assurance that they will prove to be correct. Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this material change report. Key risks and uncertainties include, but are not limited to: local and global political and economic conditions; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, changes in environmental, tax and other laws or regulations and the interpretation thereof; and other risk factors detailed from time to time in the Company's reports filed with the Canadian securities regulatory authorities.

Forward-looking information in this material change report includes statements regarding the ability to satisfy or waive on satisfactory terms any conditions to the completion of the RTO (including but not limited to any required regulatory and shareholder approvals), ability to complete the RTO (if at all), the anticipated listing of the Resulting Issuer shares on the Exchange, and the expected premium to be realized by the Company's shareholders.

Such forward-looking information is based on a number of material factors and assumptions, including, but not limited to: the risk that the RTO will not be approved by the Company's shareholders; the failure to, in a timely manner, or at all, obtain any required regulatory approvals for the RTO; the failure of the parties to otherwise satisfy the conditions to complete the RTO; significant transaction costs or unknown liabilities; the risk of litigation that could prevent or hinder the completion of the RTO; other customary risks associated with transactions of this nature; and the "Risk Factors" identified in the applicable publicly filed documents of the Company and available on SEDAR+. In addition, if the RTO is not completed, and the Company continues as an independent entity, there are risks that the announcement of the RTO and the dedication of substantial resources by the Company to the completion of the RTO could have an adverse impact on the Company's business and strategic relationships, operating results and business generally. This list is not exhaustive of the factors that may affect any of the Company's forward-looking information.

Forward-looking information contained herein is made as of the date of this material change report and, other than as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect, among other things, new information or future events.