Image source: © 2025 Krish Capital Pty.Ltd

Highlights
• Reverse takeover values Eagle Royalties shares at CAD0.18, a 47% premium to last close
• Combined company to be named Summit Royalty Corp., holding over 35 royalties and active cash-flowing assets
• Management and board to be led by experienced executives from Summit and mining industry veterans

Eagle Royalties Ltd. (CSE: ER) and privately held Summit Royalty Corp. have entered into a definitive agreement for a reverse takeover (RTO) under a three-cornered amalgamation. Once completed, the transaction will result in Summit becoming a publicly listed company through Eagle, creating a new royalty-focused entity referred to as the “Resulting Issuer.”

Under the arrangement signed on June 30, 2025, Eagle Subco, a newly formed subsidiary of Eagle Royalties, will merge with Summit. In return, Summit shareholders will receive five shares of the Resulting Issuer for each share held in Summit. The exchange implies a value of CAD0.18 per Eagle share, representing a 47 percent premium over Eagle’s June 30 closing price on the Canadian Securities Exchange.

The Resulting Issuer will be renamed “Summit Royalty Corp.” and will seek to list either on the CSE or TSX Venture Exchange. The restructured company is expected to be 80 percent owned by Summit shareholders and 20 percent by Eagle shareholders, excluding any further financing. The combined board and management team will include senior executives with extensive experience in royalty financing, investment banking, and mining operations.

Drew Clark, President of Summit, stated, “This RTO marks a transformative step for Summit, positioning us to become a public royalty company with significant leverage to near-term growth. The complementary nature of Eagle’s non-cash flowing assets and Summit’s producing portfolio provides us with substantial optionality.” Tim J. Termuende, President and CEO of Eagle Royalties, added, “This partnership unlocks immediate value for Eagle shareholders and positions the combined company for accelerated growth through cash flow and experienced execution.”

Following the RTO, the Resulting Issuer will hold interests in multiple key assets, including:

  • A 50 percent silver stream on the producing Bomboré Mine in Burkina Faso
  • A tiered gold royalty on Jaguar Mining’s Pitangui project in Brazil
  • A 0.5 to 2 percent royalty on Banyan Gold’s 7 million ounce AurMac Project in Yukon
  • Royalties on the Zancudo Mine in Colombia and Lavras do Sul project in Brazil

The board will include Drew Clark, Jerrold Annett, Steven Eddy, Russell Mills, and Blair Zaritsky. The management team will feature Drew Clark as CEO and Connor Pugliese as Vice President of Corporate Development. Combined, these individuals bring over CAD4 billion in completed transactions across royalties, streaming, and corporate development.

As part of the agreement, Eagle will reconstitute its board, adopt a new equity compensation plan, and may consolidate shares. Shareholders of both companies will be asked to approve the transaction, which qualifies as a Fundamental Change under CSE policies. Support agreements are in place from directors and officers of both firms, representing 22 percent of Eagle and 78 percent of Summit shares, respectively.

Following the completion of the RTO, the Resulting Issuer is anticipated to be a public Canadian junior royalty and streaming company focused on precious metals. Completion of the RTO is subject to shareholder and regulatory approvals.