MARKET WIRE NEWS

Diversified Royalty Corp. Announces Closing of the Over-Allotment Option Exercised in Connection with its Recently Completed $60 Million Bought Deal Offering of 5.75% Convertible Unsecured Subordinated Debentures

MWN-AI** Summary

Diversified Royalty Corp. (TSX: DIV, DIV.DB.A, and DIV.DB.B) has successfully closed the over-allotment option linked to its recent $60 million bought deal offering of 5.75% convertible unsecured subordinated debentures (Debentures), raising an additional $9 million. This full exercise of the over-allotment option increased the total gross proceeds to $69 million. The offering was co-led by CIBC Capital Markets and Desjardins Securities, along with several other financial institutions.

The net proceeds will be utilized for several strategic purposes, including repaying outstanding amounts under the Corporation’s acquisition facility, which will enhance the capacity for future acquisitions, funding anticipated additions to the royalty pools of its partners, and covering general working capital and corporate expenses. The Debentures will trade on the Toronto Stock Exchange under the symbol "DIV.DB.B."

Diversified Royalty Corp. operates as a multi-royalty corporation, specializing in acquiring high-quality royalty streams from established multi-location businesses and franchisors across North America. Its portfolio includes well-known brands such as Mr. Lube + Tires, Sutton, and AIR MILES®, among others. The Corporation's aim is to drive predictable and sustainable royalty income from its diverse holdings while maintaining a focus on increasing cash flow per share.

In addition, DIV is committed to paying reliable monthly dividends to shareholders, with plans to increase dividends in line with cash flow growth. However, the company has issued caution regarding forward-looking statements and potential risks that could affect its future performance and ability to meet its obligations. More detailed information about the corporation's operations and risks is available through its public filings.

MWN-AI** Analysis

Diversified Royalty Corp. (TSX: DIV, DIV.DB.A, DIV.DB.B) successfully completed a $69 million offering of 5.75% convertible unsecured subordinated debentures, following the exercise of an over-allotment option. This solid capital raise reflects strong market confidence in the company's strategy and operational stability. The net proceeds are earmarked to repay outstanding debts, funding acquisitions, and supporting working capital, signaling a robust financial maneuver that enhances liquidity and positions the company for future growth.

Investors should view this successful financing as a positive indicator of DIV's financial health. The ability to generate significant proceeds through convertible debentures demonstrates investor confidence in the firm's revenue model, which is centered on acquiring royalties from a diverse portfolio of enduring franchises like Mr. Lube, Sutton, and AIR MILES. The diversified nature of their royalty stream mitigates risk and positions the company to capitalize on multiple growth avenues.

Moreover, DIV’s commitment to stable monthly dividends, paired with the potential for future increases in dividend payout, may appeal to income-focused investors. As they continue to focus on accretive royalty purchases, DIV is poised to enhance cash flow, further supporting its dividend strategy.

However, investors should remain cognizant of the associated risks. The potential volatility within the sectors DIV operates could impact cash flows and, thereby, their ability to meet obligations and achieve growth targets. Continuous monitoring of economic conditions and sector performance will be crucial.

In conclusion, Diversified Royalty Corp. appears well-positioned for continued growth and stability; its recent capital raise and focus on operational efficiency point to a compelling investment opportunity for those seeking exposure to a diversified royalty model. Yet, prudent investors should weigh these prospects against market risks and perform due diligence before making investment decisions.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

VANCOUVER, British Columbia, Feb. 12, 2026 (GLOBE NEWSWIRE) -- Diversified Royalty Corp. (TSX: DIV, DIV.DB.A and DIV.DB.B) (the “Corporation” or “DIV”) is pleased to announce that it has closed its previously announced bought deal public offering of an additional $9,000,000 aggregate principal amount of 5.75% convertible unsecured subordinated debentures (the “Debentures”) at a price of $1,000 per Debenture, pursuant to the exercise in full of the over-allotment option (the “Over-Allotment Option”) granted to the underwriters in respect of the Corporation’s recently completed $60,000,000 aggregate principal amount of Debentures (the “Offering”). The full exercise of the Over-Allotment Option increased the total gross proceeds of the Offering to $69,000,000.

The syndicate for the Offering was co-led by CIBC Capital Markets, as sole bookrunner, and Desjardins Securities Inc., together with Canaccord Genuity Corp., National Bank Financial Inc., Scotia Capital Inc., ATB Capital Markets Corp., BMO Nesbitt Burns Inc., iA Private Wealth Inc. and Raymond James Ltd.

The net proceeds of the Offering, including from the exercise of the Over-Allotment Option, 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 trade on the Toronto Stock Exchange under the trading symbol “DIV.DB.B”.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or compliance with an applicable exemption from such U.S. registration requirements.

About Diversified Royalty Corp.

DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.

DIV 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 franchisor 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.

DIV’s objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV 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.

Forward Looking Statements

Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, “project”, “should”, “believe”, “confident”, “plan” and “intends” and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information in this news release includes, but is not limited to, statements made in relation to: the intended use of proceeds from the Offering, including from the exercise of the Over-Allotment Option; DIV’s objective to continue to pay predictable and stable monthly dividends to shareholders; and DIV’s corporate objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied by such forward-looking information.

DIV believes that the expectations reflected in the forward-looking information included in this news release are reasonable but no assurance can be given that these expectations will prove to be correct. In particular there can be no assurance that: the actual use of proceeds will be consistent with current expectations; DIV will be able to make required interest payments to the holders of its debentures and monthly dividend payments to the holders of its common shares; or DIV will achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information included in this news release are not guarantees of future performance, and such forward-looking information should not be unduly relied upon. More information about the risks and uncertainties affecting DIV’s business and the businesses of its royalty partners can be found in the “Risk Factors” section of its Annual Information Form dated March 24, 2025 and in its most recent Management’s Discussion and Analysis, copies of each of which are available under DIV’s profile on SEDAR+ at www.sedarplus.ca. In formulating the forward-looking information contained herein, management has assumed that, among other things; DIV will generate sufficient cash flows from its royalties to service its debt and pay dividends to shareholders; and the business and economic conditions affecting DIV and its royalty partners will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

All of the forward-looking information in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, DIV. The forward-looking information included in this news release is presented as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.

Additional Information

Additional information relating to the Corporation and other public filings, is available on SEDAR+ at www.sedarplus.ca.

Contact:
Sean Morrison, Chief Executive Officer
Diversified Royalty Corp.
(236) 521-8470

Greg Gutmanis, President and Chief Financial Officer
Diversified Royalty Corp.
(236) 521-8471


FAQ**

How does Diversified Royalty Corp's growth strategy, as reflected in their recent offering, align with the performance of existing royalty partners like Mr. Lube + Tires and Sutton in the context of the market demand for their services, particularly regarding Diversified Royalty Corp BEVFF?

Diversified Royalty Corp's growth strategy, highlighted by their recent offering, aligns with strong market demand for services from existing royalty partners like Mr. Lube + Tires and Sutton, positioning Diversified Royalty Corp (BEVFF) for sustained expansion and enhanced profitability.

What are the anticipated risks and uncertainties associated with the future cash flows from the various businesses under Diversified Royalty Corp BEVFF, considering the potential impact of economic conditions on their royalty revenue streams?

The anticipated risks and uncertainties for Diversified Royalty Corp (BEVFF) include fluctuating consumer demand, economic downturns impacting franchise performance, competition, potential regulatory changes, and dependency on the stability of royalty revenue streams from their diverse portfolio of businesses.

In what ways is Diversified Royalty Corp (DIV) positioning itself to enhance its dividends over time while managing debt effectively, especially with the recent closure of the $69 million offering related to Diversified Royalty Corp BEVFF?

Diversified Royalty Corp (DIV) aims to enhance dividends by strategically allocating funds from the recent $69 million offering to acquire stable, revenue-generating businesses while simultaneously managing debt through disciplined financial practices and maximizing cash flows from existing investments.

How are the proceeds from the current offering expected to strategically benefit Diversified Royalty Corp BEVFF in terms of funding future acquisitions and increasing the attractiveness of their royalty pool to potential partners?

The proceeds from the current offering are expected to strategically enhance Diversified Royalty Corp's capacity for future acquisitions, thereby expanding its royalty portfolio and increasing its appeal to potential partners by demonstrating financial strength and growth potential.

**MWN-AI FAQ is based on asking OpenAI questions about Diversified Royalty Corp (OTC: BEVFF).

Diversified Royalty Corp

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