Slide 1: DIV Announces Agreement to Acquire Mr. Lube + Tires Franchisor Business
DIV Announces Agreement to Acquire Mr. Lube + Tires Franchisor Business May 15, 2026
Slide 2: Legal Disclaimer
Legal Disclaimer Notice The contents of this presentation are for information purposes only. This presentation does not constitute an offer to sell securities of Diversified Royalty Corp. ("DIV“ or the “Corporation”) or any other entity and it is not soliciting an offer to buy any such securities. T
Slide 3: Legal Disclaimer
Legal Disclaimer Non-IFRS Measures Management believes that disclosing certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures provides readers with important information regarding DIV’s financial performance and its ability to pay dividends and the performance of i
Slide 4: Legal Disclaimer
Legal Disclaimer Non-IFRS Measures Run-rate distributable cash per share is calculated by dividing the run-rate distributable cash by the number of DIV common shares issued and outstanding as of December 31, 2025. Estimated pro-forma distributable cash per share is calculated by dividing the estimat
Slide 5: Strategic Acquisition of Mr. Lube + Tires Franchisor Business
Strategic Acquisition of Mr. Lube + Tires Franchisor Business1 DIV has agreed to acquire the franchisor business of Mr. Lube + Tires for $235M Strategic transaction – Mr. Lube + Tires has been DIV’s largest and best performing royalty partner for 10+ years – DIV has been seeking ways of increasi
Slide 6: Canada's Leading Automotive Franchisor of Quick Services
Canada’s Leading Automotive Franchisor of Quick Services Best-in-class franchise business with 187 locations and growing 8 9 33 34 8 8 87 Strong brand awareness: 86% of Canadians know the brand (Ipsos) Scalable playbook: 4.5 out of 5 stars Google rating; 83% net promoter score Experienced Team
Slide 7: Overview of Mr. Lube + Tires
Overview of Mr. Lube + Tires Proven track record of excellence and well-positioned for growth Market-Leading Quick Lube Brand Net System Sales1 ($M) 516 • Mr. Lube + Tires is the recognized market leader in Canada • National platform of 187 locations and growing 449 399 337 287 Exceptional Managemen
Slide 8: Background and History
Background and History Canada’s original quick service provider for routine automotive maintenance 1976 1988 1999 Mr. Lube Esso acquires the Esso sells Mr. Lube founded in business from the back to the Giese Edmonton, founders of Mr. and Ticknor families, Alberta by Cliff Lube and owns who begin to
Slide 9: Core Strategies and Pillars of Success
Core Strategies and Pillars of Success Build the Brand Modernize the Mr. Lube + Tires brand and increase points of presence to enhances its position as Canada's leader in automotive maintenance services. Accelerate Growth with Technology Leverage business intelligence and data to improve marketing,
Slide 10: Strong Franchise Network and Store Footprint
Strong Franchise Network and Store Footprint Mr. Lube’s success is driven by a strong network of 38 franchisees operating 187 stores nation-wide Franchisees are experienced Significant Nationwide Store Footprint • Mr. Lube + Tires has a national footprint of stores in high-traffic • 79% of stores op
Slide 11: Near-Term Levers for Continued Growth
Near-Term Levers for Continued Growth Mr. Lube + Tires has both near and long-term strategic growth plans to drive expansion while continuing to deliver on key pillars of success • Focus on conversion of independents to Store Growth1 accelerate store growth count • Greenfield sites and conversions i
Slide 12: Experienced Leadership Driving Growth
Experienced Leadership Driving Growth Mr. Lube + Tires has a very experienced leadership team focused on furthering our leading market share Pamela Lee President & CEO Bob Anderson David Waterfall Bryan Elwin COO Exec VP, Brand & CFO Marketing Craig Blair Mike Whitmell Dixie Ho VP, Development Head
Slide 13: The Acquisition will be financed as follows
The Acquisition will be financed as follows: Cdn $000’s Sources and Uses Sources: • New senior debt in Purchaser 212,500 • Private placement (DIV shares to Mr. Lube + Tires equity holders) 13,695 • Equity rolled by Mr. Lube Management into Purchaser 20,579 • DIV cash on hand 34,000 • Draw on DIV’s A
Slide 14: Estimated Pro-Forma Combined Contribution%
Estimated Pro-Forma Combined Contribution%1 Mr. Lube + Tires percentage of portfolio will increase from 45% in 2025, to pro-forma 56% 3% 3% 5% 5% 4% 56% 9% 8% 6% 1) Estimated Pro-forma Combined Contribution is a non-IFRS financial measure - see “Non-IFRS Measures”.
Slide 15: Impact to DIV
Impact to DIV DIV’s pro-forma combined contribution (1) is estimated to exceed $100M Current Run Rate Estimated Pro Forma $80.0M $105.0M Adjusted Estimated Pro-Forma Revenue1 Combined Contribution1 $75.4M $99.4M Normalized EBITDA1 Estimated Normalized EBITDA1 $53.4M $60.5M Distributable Cash1 Estima
Slide 16: Summary
Summary While DIV will remain focused on being a leading provider of royalty financing to North American franchisors, it believes the acquisition of Mr. Lube + Tires will help meaningfully grow its distributable cash per share(1) moving forward Market Leader + Superior Business Model • Clear market
Slide 17: Appendix A
Appendix A The following table reconciles net income for the six months ended December 31, 2025 to normalized EBITDA, pro-forma normalized EBITDA and run-rate normalized EBITDA: A B =(A+B) x 2 DIV DIV DIV (Cdn$000's) Q3 2025 Q4 2025 Annualized Revenues 18,261 19,059 74,640 Operating expenses (2,159)
Slide 18: Appendix B
Appendix B The following table reconciles net income for the six months ended December 31, 2025 to run-rate distributable cash, and illustrates the calculation of run-rate distributable cash per share, pro-forma distributable cash per share, run-rate payout ratio and pro-forma payout ratio: A B =(A+
Slide 19: Appendix B
Appendix B 1) EBITDA, Normalized EBITDA, Run-Rate Distributable Cash, estimated Pro-Forma Distributable Cash, Run-Rate dividends declared and estimated Pro-Forma dividends declared are non-IFRS measures. Run-rate payout ratio, estimated Pro-Forma payout ratio, Run-Rate distributable cash per share a
Slide 20: Appendix C
Appendix C The following table reconciles Revenue for the six months ended December 31, 2025 to adjusted revenue, run-rate adjusted revenue and estimated pro-forma combined contribution: A B =(A+B) x 2 DIV DIV DIV (Cdn$000's) Q3 2025 Q4 2025 Annualized Revenues 18,261 19,059 74,640 DIV Royalty Entit
Slide 21: Appendix D
Appendix D The following table reconciles the estimated Adjusted EBITDA from Mr. Lube + Tires to DIV, post Acquisition to the 2025 Mr. Lube + Tires Adjusted EBITDA: Mr. Lube + Tires (Cdn$000's) FY 2025 2025 Adjusted EBITDA(1) 45,872 Pro-forma Adjustments(3) 12,828 Estimated Adjusted EBITDA(1) 58,700