Mr. Tim Termuende reports

EAGLE ROYALTIES ANNOUNCES AGREEMENT FOR THE SALE OF URANIUM ROYALTIES

Eagle Royalties Ltd. has entered into a binding royalty purchase and sale agreement with a British Columbia-based private company, Royal Uranium Inc., and its wholly owned subsidiary, 1485568 B.C. Ltd., whereby it has agreed to sell 12 uranium royalties to 568.

About the transaction

Eagle Royalties will sell 12 uranium royalties within its royalty portfolio to 568 in exchange for an aggregate amount of $3.75-million. For a complete list and description of Eagle Royalties' royalty portfolio, please visit the Eagle Royalties website.

Under the terms of the agreement, the purchase price shall be composed of the following: (i) a cash payment of $2.5-million at closing; and (ii) the remaining $1.25-million will be satisfied through the issuance of a secured promissory note by Royal Uranium, bearing no interest.

The note

Under the terms of the note, Royal Uranium can pay a portion of the principal amount of the note in cash (that is, $500,000) and the remaining portion of the principal amount of the note (that is, $750,000) either in cash or through the issuance of common shares, at Royal Uranium's sole discretion. As security for fulfilment of its obligations under the note, Royal Uranium has entered into a security pledge agreement whereby Royal Uranium has agreed to pledge common shares of 568 to Eagle Royalties. 568 was incorporated solely to hold all of the uranium royalties that are the subject of the sale under the agreement.

The note will initially mature on the earlier of: (i) Dec. 14, 2025; (ii) the date on which Royal Uranium completes a going-public transaction; or (iii) the occurrence of an event of default. The note also includes penalty provisions if Royal Uranium has not completed its planned going-public transaction by the initial maturity date.

If Royal Uranium and Eagle Royalties mutually agree, they have the option to extend the maturity date of the note to June 14, 2026, subject to certain additional penalty provisions against Royal Uranium.

Board approvals

The board of directors of Eagle Royalties has unanimously approved the transaction. The board of directors of Royal Uranium has unanimously approved the transaction. The transaction does not require the approval of the shareholders of Eagle Royalties or Royal Uranium.

Transaction conditions and timing

The completion of the transaction is subject to the receipt of stock exchange approvals and is subject to certain customary closing conditions for transactions of this nature. The transaction will constitute a significant transaction under the applicable rules and policies of the Canadian Securities Exchange.

Tim Termuende, president and chief executive officer of Eagle Royalties, had the following comments about the transaction: "We are pleased to have completed the purchase/sale agreement regarding our royalty portfolio relating to non-core uranium projects. The funds provided from the transaction will significantly strengthen our balance sheet and allow us to focus on the company's robust portfolio of gold, copper and other critical metal royalties in Western Canada, while pursuing additional opportunities in a non-dilutive manner. Eagle Royalties holds important royalties on significant Canadian gold projects such as the AurMac deposit in Yukon currently being aggressively explored by Banyan Gold Corp., in addition to royalties on copper deposits in Saskatchewan, including Knife Lake and historical copper resources at Schotts Lake and Brownell Lake."

For further details about the transaction, the uranium royalties that are the subject of the transaction and other relevant matters, please see the agreement, a copy of which will be available on SEDAR+ under Eagle Royalties' profile.

The transaction is expected to close on June 14, 2024.

About Royal Uranium Inc.

Royal Uranium is a private company building a portfolio of uranium royalties, covering the world's most prospective uranium districts, and spanning the exploration and development sectors of the mining cycle. Royal Uranium plans to aggressively expand its portfolio of royalties, focusing on increasing exposure to uranium and world-class projects.

About Eagle Royalties Ltd.

Eagle Royalties was previously a wholly owned subsidiary of Eagle Plains Resources Ltd. and was incorporated in late 2022 to manage the diverse royalty holdings of Eagle Plains. In May, 2023, Eagle Royalties was spun out to Eagle Plains' shareholders on a one-to-three basis by means of a plan of arrangement. Eagle Royalties was listed for trading on the Canadian Securities Exchange on May 19, 2023.

Eagle Royalties benefits from holding a diverse portfolio of royalty interests in Western Canada covering a broad spectrum of commodities including critical metals, precious metals, industrial minerals and diamonds. Projects subject to royalties in favour of Eagle Royalties are controlled by companies including Hecla Mining Co., Banyan Gold and Skeena Resources Ltd., among others.

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