Mr.
Sean Morrison reports
DIVERSIFIED ROYALTY CORP. ANNOUNCES AMENDMENT TO AIR MILES LICENSES
Diversified Royalty Corp.'s wholly owned subsidiary, AM Royalties Limited Partnership, has entered into an amendment agreement with Air Miles Loyalty Inc. and Bank of Montreal (BMO) to amend the terms of the two licence agreements pursuant to which the Air Miles trademarks and related intellectual property are licensed to Air Miles.
The terms of the licences have been amended to provide a 10-year, fixed annual royalty payment of $3,925,000, paid quarterly. The royalty will grow at a rate of 2.42 per cent per annum commencing on Feb. 1, 2027, and each Feb. 1 thereafter during the term. The royalty payments are now guaranteed by BMO.
AM LP will have the right to sell, license or otherwise monetize the Air Miles trademarks to any other party on or after Feb. 1, 2032. Air Miles will have the right on or after Feb. 1, 2032, to buy out the remaining term of the licences and acquire the intellectual property related to the Air Miles Reward Program, but not the Air Miles trademarks, for a cash payment equal to the net present value of the remaining royalty payments at such time.
As disclosed by BMO in its news release of today's date, BMO is transitioning from the Air Miles Reward Program to a new loyalty program.
Sean Morrison, chief executive officer of Diversified Royalty, stated: "The amendment is a superior economic outcome for DIV. Royalty payments from Air Miles have eroded steadily over many years (to a new low of $3.2-million in 2025) and, without the amendment, would have been expected to continue to erode with the ongoing loss of sponsors. DIV will now be entitled to aggregate royalty payments of $3,925,000 in the first year of the term and approximately $43.8-million of total royalty payments over the next 10 years, guaranteed by BMO. The amendment increases the annual royalty payment by over 20 per cent and turns DIV's weakest performing royalty into among its strongest, on a risk-adjusted basis. DIV and Air Miles, as long-time partners, worked together in an amicable and expedited manner to negotiate the amendment to facilitate this transition."
The above summary of the amendment is qualified in its entirety by the terms of the amendment, a copy of which will be filed by Diversified Royalty under its profile on SEDAR+ in due course.
About Diversified Royalty Corp.
Diversified Royalty is a multiroyalty corporation, engaged in the business of acquiring top-line royalties from well-managed multilocation businesses and franchisers in North America. Diversified Royalty's objective is to acquire predictable, growing royalty streams from a diverse group of multilocation businesses and franchisers.
Diversified Royalty currently owns the Mr. Lube + Tires, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions, BarBurrito, Cheba Hut and Air Miles trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. Sutton is among the leading residential real estate brokerage franchiser businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in Western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada's leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive janitorial, building cleaning and office cleaning services primarily in the United States. BarBurrito is the largest quick-service Mexican restaurant food chain in Canada. Cheba Hut is a fast-casual toasted sub sandwich franchise with locations in the United States. Air Miles is a Canadian loyalty program.
Diversified Royalty's objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. Diversified Royalty intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.
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