BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN ONE BUSINESS DAY, ON SEDAR+
VANCOUVER, British Columbia, Feb. 03, 2026 (GLOBE NEWSWIRE) -- Diversified Royalty Corp. (TSX:DIV) (the "Corporation" or "DIV") is pleased to announce that, due to strong demand, it has entered into a revised agreement with a syndicate of underwriters led by CIBC Capital Markets (collectively, the "Underwriters") to increase the size of the previously announced offering. Under the revised agreement, the Underwriters have agreed to purchase $60,000,000 aggregate principal amount of 5.75% convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering").
In addition, the Corporation has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional $9,000,000 aggregate principal amount of Debentures at the offering price for market stabilization purposes and to cover over-allotments, if any. The Over-Allotment Option is exercisable, in whole or in part, by the Underwriters at any time up to 30 days following the closing of the Offering.
The Debentures will mature March 31, 2031 and will bear interest at an annual rate of 5.75% payable semi-annually in arrears on the last day of March and September in each year, commencing September 30, 2026. At the holder's option, the Debentures may be converted into common shares of the Corporation ("Common Shares") at any time prior to the close of business on the earlier of the last business day immediately preceding March 31, 2031 and the date fixed for redemption. The conversion price will be $5.35 per Common Share (the "Conversion Price"), subject to adjustment in certain circumstances.
The Debentures will not be redeemable on or before March 31, 2029. After March 31, 2029 and prior to March 31, 2030, the Debentures may be redeemed in whole or in part from time to time at DIV's option, provided that the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the "TSX") during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On or after March 31, 2030 and prior to the maturity date, DIV may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
The net proceeds of the Offering are intended to be used to repay outstanding amounts under the Corporation's acquisition facility, to fund expected additions to the royalty pools of certain of the Corporation's royalty partners, and for working capital and general corporate purposes. The repayment of indebtedness under the Corporation's acquisition facility will thereby increase the amount available to be drawn under the acquisition facility to fund future acquisitions.
The Debentures to be issued under the Offering will be offered by way of a prospectus supplement (the "Prospectus Supplement") to the Corporation's existing short form base shelf prospectus (the "Base Shelf Prospectus") dated July 22, 2025. The Prospectus Supplement (together with the Base Shelf Prospectus, being the "Offering Documents") will be filed with the securities ...
