Summit Royalties to Combine with Star Royalties to Create a Scaled, High-Growth Royalty Platform

Executive Summary

• Summit Royalties Ltd. has entered into an arrangement agreement to acquire Star Royalties Ltd. via a court-approved Plan of Arrangement under the Canada Business Corporations Act.
• Star shareholders will receive 0.360 Summit shares for each Star share held, implying a value of C$0.60 per Star share (a ~25% premium to the March 13 closing price and ~32% premium based on 20-day VWAP).
• The transaction creates a combined entity with an implied fully-diluted in-the-money equity value of approximately C$51 million, expanding Summit’s portfolio to 50 royalties and streams across Canada, USA, and Australia.

Key Details

• Transaction Structure: Summit acquires all issued and outstanding common shares of Star.
• Exchange Ratio: 0.360 Summit shares for each Star share.
• Valuation & Premiums:
  • Implied value: C$0.60 per Star Share.
  • Premium: ~25% to Star’s closing price on TSXV (March 13, 2026).
  • Premium: ~32% to Star’s 20-day VWAP on TSXV.
  • Implied fully-diluted in-the-money equity value: ~C$51 million.
• Post-Merger Ownership: Existing Summit shareholders will own ~72% and Star shareholders ~28% of the pro forma company (fully-diluted, in-the-money basis).
• Strategic Rationale & Synergies:
  • Immediate scale with 50 royalties/streams across Canada, USA, and Australia.
  • ~63% of Net Asset Value (NAV) from assets in production or with committed timelines.
  • Revenue base diversification: 4 assets currently in production, expected to increase to 6 by 2027.
  • Expected GEOs CAGR of ~47% over the next 3 years.
  • Identified annual cost synergies of ~US$2 million.
  • Expected pro forma fully-diluted in-the-money market capitalization of ~C$184 million.
• Key Assets Added/Enhanced:
  • Copperstone (Arizona, USA): 4% gold stream with 25% ongoing payment. Past producer (500 Koz, 1987–1993). PFS expected April 2026; maiden open-pit resource H2 2026; production expected Q1 2027. Current resources: 300 Koz Measured/Indicated at 7.74 g/t Au; 197 Koz Inferred at 6.3 g/t Au.
  • Bomboré (Burkina Faso): 50% silver stream. Produced ~110 Koz Au in 2025. Hard rock plant commissioned Jan 2026, targeting >170 Koz Au in 2026. Secondary expansion targeting 220–250 Koz/year by late 2026.
  • Madsen (Ontario, Canada): 1% NSR royalty. Mine declared commercial production Jan 12, 2026. Reserves: 478 Koz at 8.16 g/t Au.
  • Onças de Pitangui (Brazil): $80/oz royalty on first 250 Koz gold sold, then 1.5% NSR. Development scheduled to commence 2026, ramping in 2027. Reserves: 284 Koz at 4.16 g/t Au.
• Conditions & Timing:
  • Requires approval of 66 ⅔% of votes cast by Star shareholders (excluding interested parties).
  • Voting support agreements in place for ~34% of Star shares.
  • Subject to regulatory and exchange approvals.
  • Expected to close in Q2 2026.
  • Star shares expected to be delisted from TSXV and OTCQX upon closing.
• Advisors:
  • Summit: Financial Advisor - Canaccord Genuity Corp.; Legal - Bennett Jones LLP.
  • Star: Financial Advisor - TD Securities Inc.; Legal - Fasken Martineau DuMoulin LLP.
  • Fairness Opinions: Canaccord Genuity (for Summit Board) and TD Securities (for Star Board) both provided fair financial opinions.

Notable Quotes

• Drew Clark, President, CEO & Director of Summit: "We are very excited about the transformative combination of Summit and Star, which results in an expanded portfolio of cash‑flowing assets underpinned by a peer‑leading growth profile... Summit has scaled from zero to 50 assets in less than a year, and we are eager to continue building on this momentum through disciplined, accretive growth for the benefit of our shareholders."
• Alex Pernin, CEO & Director of Star: "We are proud to announce this transformative business combination as we believe this merger will represent one of the most compelling investment opportunities available in the royalty sector. Our combined business will be underpinned by improved scale, industry-leading revenue growth, meaningful portfolio diversification, enhanced trading liquidity and institutional investor appeal, and an improved free cash flow profile."