NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the “ Meeting ”) of the holders of the common shares of Diversified Royalty Corp. (“ DIV ” or the “ Corporation ”) is scheduled to be held at the offices of Farris, Vaughan, Wills & Murphy LLP, located at the 25^th Floor of 700 West Georgia Street, Vancouver, British Columbia on Friday, June 9, 2017 at 9:00 a.m. (Vancouver time) for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2016, together with the report of the auditors thereon;

2. to elect directors of the Corporation for the ensuing year;

3. to appoint KPMG LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration;

4. to consider and, if thought advisable, to pass an ordinary resolution for the renewal and amendment and restatement of the Corporation’s Stock Option Plan, the full text of which resolution is included as Schedule C to the information circular of the Corporation dated April 25, 2017 (the “ Circular ”); and

5. to consider and, if thought advisable, to pass an ordinary resolution for the renewal and amendment and restatement of the Corporation’s Long Term Incentive Plan, the full text of which resolution is included as Schedule D to the Circular.

Accompanying this notice of meeting (the “ Notice of Meeting ”) are: (1) the Information Circular; (2) a form of proxy if you are a registered shareholder, or a voting instruction form if you are a non-registered shareholder; and (3) a reply card for use by shareholders who wish to receive the Corporation’s interim and/or annual financial statements and accompanying management’s discussion and analysis.

If you are a registered shareholder of DIV and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and either fax it to Computershare Investor Services Inc. at 416-263-9524 or toll-free to 1-866-249-7775 or mail or hand deliver it to Computershare Investor Services Inc. at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, Attention: Proxy Department. Registered shareholders may also submit their proxy online or by telephone by following the instructions set forth on the form of proxy. In order to be valid, proxies must be submitted before 9:00 a.m. (Vancouver time) on Wednesday, June 7, 2017 or, in the event that the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for any adjournment or postponement of the Meeting. The Chair of the Meeting may waive this cut-off at his or her discretion without notice.

If you are a non-registered shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you fail to follow these instructions, your shares may not be eligible to be voted at the Meeting.

Vancouver, British Columbia By Order of the Board April 25, 2017 “Sean Morrison”

Sean Morrison

President & Chief Executive Officer