Lithium Royalty Corp.

Headnote

National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) -- relief from requirement to file technical reports granted to issuer having royalty interests or stream interests -- Filer to become a reporting issuer pursuant to a proposed initial public offering -- relevant technical disclosure for royalty interests or stream interests previously disclosed by operators or owners of the mineral projects.

Applicable Legislative Provisions

National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.1(1) and 9.1(1).

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF LITHIUM ROYALTY CORP. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) pursuant to section 9.1 of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) that the obligation contained in section 4.1(1) of NI 43-101 to file a technical report for the royalties covering the Properties (as defined below) upon the Filer becoming a reporting issuer does not apply to the Filer (the Exemption Sought)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon, the Northwest Territories and Nunavut (the Non-Principal Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation existing under the laws of Canada, with a head office in Toronto, Ontario.

2. The Filer is not a "reporting issuer" under the Legislation or applicable securities legislation in any Non-Principal Jurisdiction.

3. The Filer is not in default of the requirements of applicable securities legislation in the Jurisdiction or any Non-Principal Jurisdiction.

4. The Filer, at the time of the filing of the Final Prospectus (as defined below), will hold, among other assets, a royalty interest in the Grota do Cirilo property and the Tres Quebradas property (collectively, the Properties) operated by Sigma Lithium Corporation (Sigma), and Zijin Mining Group Co. Limited (Zijin), respectively.

5. Under section 4.2(1) of NI 43-101, an issuer is required to file a technical report that relates to a mineral project on a property material to the issuer upon the issuer filing certain documents, including a preliminary prospectus.

6. The definition of "mineral project" under section 1.1 of NI 43-101 includes a "royalty interest or similar interest".

7. Under section 4.1(1) of NI 43-101, an issuer is required to file a technical report for a mineral property material to the issuer upon becoming a reporting issuer in a jurisdiction of Canada.

8. The Filer will become a reporting issuer under the Legislation and the applicable securities legislation in the Non-Principal Jurisdictions following the filing of, and obtaining a receipt for, a final prospectus (the Final Prospectus) in connection with a proposed initial public offering. The Filer has filed a preliminary prospectus for the initial public offering on February 21, 2023 (the Preliminary Prospectus).

9. The Filer anticipates that its royalty interests in the Properties will make the Properties material to the Filer.

10. The Filer made scientific and technical disclosure regarding the Properties in the Preliminary Prospectus and will make such disclosure in the Final Prospectus.

11. The Filer is not the owner or operator of the Properties.

12. According to the public disclosure record of Sigma, the Grota do Cirilo property is owned and operated directly or indirectly by Sigma, which is a reporting issuer in all of the provinces and territories of Canada.

13. A technical report for the Grota do Cirilo property entitled Grota do Cirilo Lithium Project NI 43-101 Technical Report (the Grota do Cirilo Report) was filed by Sigma on January 16, 2023. The Grota do Cirilo Report is available on SEDAR under Sigma's profile at www.sedar.com. According to the public disclosure record of Sigma, the Grota do Cirilo Report was prepared in accordance with NI 43-101.

14. According to the public disclosure record of Zijin, (i) the Tres Quebradas property is owned and operated directly or indirectly by Zijin, whose securities trade on the Shanghai Stock Exchange and the Hong Kong Stock Exchange (the latter being a specified exchange under NI 43-101), and (ii) Zijin would be a "producing issuer" for purposes of NI 43-101 based on its gross revenue derived from mining operations for the year ended December 31, 2021 as reflected in its audited financial statements for that period. Zijin is not a reporting issuer in any jurisdiction of Canada.

15. Zijin acquired Neo Lithium Corp. (Neo) in January, 2022, then a reporting issuer in Canada. A technical report entitled Feasibility Study (FS) -- 3Q Project NI 43-101 Technical Report (the Tres Quebradas Report) was filed by Neo on November 25, 2021. The Tres Quebradas Report is available on SEDAR under Neo's profile at www.sedar.com. According to the public disclosure record of Neo, the Tres Quebradas Report was prepared in accordance with NI 43-101.

16. The Filer will identify in any document that it files and which is listed in section 4.2(1) of NI 43-101 the source of the scientific and technical information it discloses on the Properties.

17. To the best of the Filer's knowledge, information and belief, the current or predecessor owners or operators of the Properties have disclosed the scientific and technical information that is material to the Filer.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

DATED this 1st day of March, 2023.