Star Royalties Reports Audited Financial Results for 2025

(TheNewswire)

April 22, 2026 TheNewswire - TORONTO, ON Star Royalties Ltd. ("Star Royalties", or the "Company") (TSXV: STRR,OTC:STRFF, OTCQX: STRFF) today reported its financial results for the year ended December 31, 2025, as well as provided an update on some of its portfolio assets. All amounts are in U.S. dollars, unless otherwise indicated. Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

2025 Financial and Corporate Highlights

• In March 2026, the Company and Summit Royalties Ltd. (Summit") (TSXV: SUM, OTCQB: SUMMF) announced that Summit will acquire all of the common shares of the Company, whereby the Company's shareholders will receive 0.360 of a common share of Summit in exchange for each share of the Company. 

• The Copperstone Gold Project (Copperstone") is anticipated to commence production in the first quarter of 2027. In November 2025, Minera Alamos Inc. ("Minera Alamos") (TSXV: MAI, OTCQX: MAIFF) provided an update on the development plans for Copperstone, which reiterated the project's robust economics, including over $297 million in after-tax net cash flow and an after-tax NPV5% of $227 million under agold price assumption of $3,000/oz. Minera Alamos recently announced a $75 million revolving credit facility to fund its project pipeline and expects to announce pre-feasibility study results and a construction decision for Copperstone in the coming weeks. 

• The Company signed a binding letter of intent to convert its 2% net smelter return (NSR") royalty on Gold Mountain Mining Corp.'s ("Gold Mountain") Elk Gold Mine ("Elk Gold") into an option to acquire a 5% equity ownership in Gold Mountain following the resolution of Gold Mountain's court-appointed receivership process. While the Company has recognized a full write-down of the royalty in light of Gold Mountain's receivership process, it expects to determine a fair value of the equity ownership upon closing of the conversion. 

• 2025 revenues were 43% lower than in the prior year, primarily due to less materials sold by Doral, the operator of Keysbrook in 2025, whose production and sales volumes were negatively impacted by an intentional operational curtailment to manage the existing reserve base. Doral subsequently reported a formal extension of Keysbrook's life-of-mine ("LOM") through 2028, with a possibility of additional extensions thereafter. 

• Green Star Royalties Ltd. (Green Star") successfully monetized all of its inventoried carbon offsets that were delivered from a portfolio of U.S. forest carbon offset royalties from NativState LLC ("NativState"). Green Star generated approximately $1 million in operating cash flow in 2025, representing its first year of positive cash flow. 

Summary of Annual Financial Results

For complete details, please refer to the Audited Consolidated Financial Statements and associated Management Discussion and Analysis for the year ended December 31, 2025, available on SEDAR+ at sedarplus.ca or on the Company's website at starroyalties.com.

Announced Business Combination with Summit

On March 16, 2026, Summit and the Company announced that they had entered into an arrangement agreement (the "Agreement"), pursuant to which Summit will acquire all of the issued and outstanding common shares of the Company by way of a court approved Plan of Arrangement under the Canada Business Corporations Act (the "Transaction").

Assuming completion of the Transaction, the Company's shareholders will receive 0.360 (the "Exchange Ratio") of a common share of Summit in exchange for each share of the Company held immediately prior to the effective time of the Transaction (the "Consideration"). Upon completion of the Transaction, existing holders of Summit shares and Star Royalties shareholders were expected to own approximately 72% and 28%, respectively, of the pro forma company on a fully-diluted in-the-money basis.

The Consideration implied a value of C$0.60 per Star Royalties share based on the Exchange Ratio and the closing price of Summit's shares on the TSX Venture Exchange ("TSXV") on March 13, 2026. The implied fully-diluted in-the-money equity value of the Transaction was approximately C$51 million.

Key Transaction Highlights and Strategic Rationale

The Company's Management and Board are supportive of the Transaction, highlighting the following strategic rationale:

• Immediate Scale and Quality: The combined entity will be comprised of 50 royalties and streams across 3 core jurisdictions (Canada, USA, and Australia). Approximately 63% of the pro forma Net Asset Value ("NAV") will be comprised from assets in production or assets with committed timelines to production. Upon completion of the Transaction, the combined entity will have a diversified revenue base with four assets currently in production, increasing to six by 2027. 

• Industry-Leading Growth in Gold Equivalent Ounces: The combined entity is expected to have a cumulative average growth rate of 47% over the next 3 years, the highest among junior royalty and streaming companies. 

• Accretive and Cash Flow Enhancing: The Copperstone and Pitangui projects are expected to be in production by 2027 and are expected to result in pro forma 2027 revenues of over $15 million at consensus metal prices. 

• Meaningful Re-rate Potential: The combined entity would benefit from an improved capital markets presence and trading liquidity, with a supportive shareholder base, while being valued at a significant discount to peers on NAV and cash flow metrics. 

Benefits for Star Royalties Shareholders

Management believes the combination of Summit and the Company presents a compelling opportunity for Star Royalties shareholders, including:

• The implied acquisition price of Star Royalties shares represented a premium of 25% based on spot prices and 32% based on 20-day volume weighted average prices of Summit and Star Royalties, respectively, as of March 16. 

• Star Royalties shareholders will retain significant exposure to the construction-stage Copperstone gold stream while gaining exposure to Summit's rapidly growing portfolio of high-quality royalty and streaming assets. 

• The combined company will have greater scale (~C$184 million pro forma market capitalization), increased trading liquidity, stronger access to capital and support from institutional investors. 

• The combined asset portfolio balances near-term cash flow upside with meaningful longer-dated growth and exploration optionality. 

Alex Pernin, Chief Executive Officer of Star Royalties, commented: "As previously highlighted, we believe our recently announced merger with Summit will represent one of the most compelling investment opportunities in the royalty sector for investors. Our combined business will be underpinned by significant scale, industry-leading revenue growth, meaningful portfolio diversification, enhanced trading liquidity and institutional investor appeal, and an improved free cash flow profile."

"The fundamental value of our mining royalty portfolio improved throughout 2025, primarily driven by a steadily climbing and sustained gold price of over $4,500/oz, as well as continued de-risking of Copperstone and concrete steps by Minera Alamos to bring this asset to production in the first quarter of 2027. These drivers also resulted in a meaningful appreciation of the value of our equity ownership position in Minera Alamos over the course of last year. We also believe that Star Royalties' pending Elk Gold royalty conversion and investment into an equity ownership of Gold Mountain post-receivership will result in value accretion over the longer term. This new equity ownership will maintain significant optionality to the exploration and full development potential of Elk Gold under its new ownership. At Keysbrook, we were encouraged by the operator's announcement of a 2.5-year LOM extension with further extension potential, supporting continued cash flow from this asset, potentially into the early 2030's. At Green Star, we are proud to have achieved our first year of positive cash flow and we are actively looking to deploy our available capital into revenue-generating cleantech royalty opportunities."

"2026 will represent yet another transformative year as the Transaction with Summit is expected to close late in the second quarter of 2026. We look forward to providing shareholders with relevant updates over the coming weeks as we position the Company into its next stage of growth."

Significant Portfolio Updates

Mining Portfolio Updates

Copperstone Gold Project

On November 6, 2025, Minera Alamos provided an update on the development plans for Copperstone. The update reiterated robust Copperstone economics, including over $297 million in after-tax net cash flow and an after-tax NPV5% of $227 million under a gold price assumption of $3,000/oz. In addition, the update highlighted Minera Alamos' expectation of imminent receipt of the final Mining Plan of Operations approval for Copperstone, including amendments to the Aquifer Protection Permit, Air Quality Control Permit, and reclamation plan. Engineering activities were ramped up to fast-track site development activities and installation and refurbishment of the larger sized 1,000 tonnes-per-day ("tpd") process plant equipment (2023 Preliminary Economic Assessment contemplated 540 tpd process capacity). Minera Alamos indicated that the technical study currently in progress would include an evaluation of opportunities to mine and process ore at higher rates to support future resource expansion potential. A Phase 1 drill program was announced for early 2026 to assess near-surface material beside the historic open pit and at depth along strike to further delineate underground resources. A maiden open pit mineral resource estimate at Copperstone is expected by mid-2026. This additional resource and the potential for supplemental heap-leach production at Copperstone would be covered by the Company's existing stream.

Minera Alamos expects to release pre-feasibility study results on Copperstone and construction decision in the coming weeks. The project remains a key asset in Star Royalties' portfolio and is anticipated to commence production in the first quarter of 2027. With Copperstone's low capital intensity, permitting status and strong project economics at current gold prices, the Company's gold stream on Copperstone is expected to generate meaningful cash flows commencing in early 2027.

The Company is relying on Minera Alamos' disclosure release for the accuracy of Copperstone-related information and on Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, as the Qualified Person responsible for the technical content related to Copperstone under National Instrument 43-101.

Mineral Alamos Equity

As at December 31, 2025, the Company held investment in common shares of Minera Alamos (refer to Note 6 of the audited financial statements for the year ended December 31, 2025). As at April 21, 2026, the Company held 554,279 common shares of Minera Alamos.

On October 1, 2025, Minera Alamos announced the completion of its acquisition of Calibre USA, including the Pan Mine, the Gold Rock Project and the Illipah Project, for a consideration of $88,372,424 in cash and 96,802,816 common shares in the capital of Minera Alamos.

On October 23, 2025, Minera Alamos announced that Darren Blasutti had joined its management team as Executive Vice President, Corporate Development. Mr. Blasutti is a mining executive and professional Chartered Accountant with more than 25 years of mining finance and senior executive experience, with previous roles as Senior Vice President, Corporate and Business Development with Barrick Gold Corporation, and President and CEO of Americas Gold and Silver Inc.

Subsequent to the reporting period, on January 15, 2026, Minera Alamos announced fourth quarter 2025 gold production from the Pan Operating Complex of 9,165 ounces, exceeding the previously forecasted range of 8,500–9,000 ounces. Full-year 2025 gold production of 35,303 ounces achieved annual guidance of 30,000–40,000 ounces.

Further, on March 31, 2026, Minera Alamos announced that it had executed a term sheet for a new $75 million revolving credit facility. Minera Alamos' management indicated that the revolving credit facility will provide it with lower cost debt financing and will allow it to advance its pipeline of permitted U.S. growth projects, starting with Copperstone, without equity dilution. It also reiterated that Minera Alamos was in the final stages of delivering the results of a pre-feasibility study on Copperstone, while advancing the Pan LOM plan optimization and mine development studies on the adjacent Gold Rock Project, located just 7 miles southeast from the Pan Mine.

On April 13, 2026, Mineral Alamos announced 8,734 ounces of gold production and an increase in the cash balance from $34 million to $46 million. Production guidance for the full-year 2026 remained unchanged at 32,000–38,000 ounces.

Star Royalties anticipates several catalysts in 2026 that could positively re-rate its Minera Alamos equity ownership, including Copperstone's upcoming development milestones and construction decision, an updated pre-feasibility study in the second quarter of 2026, commencement of an open pit drilling program and a maiden open pit resource in the middle of 2026, as well as consistent production and operating cash flows from its Pan Mine in Nevada, and permitting developments at its Mexican assets.

Keysbrook Mine

Star Royalties owns a 2% minerals royalty on the Keysbrook Mine, an open pit mineral sands (leucoxene, zircon) mine located 70 km south of Perth, WA, Australia, and in operation since 2015. Full year 2025 royalty income from Keysbrook was $455,583, compared to $783,585 for the comparative period in 2024. Production and sales volumes in 2025 were negatively impacted by an intentional operational slowdown, as the operator awaited confirmation of a pending extension of Keysbrook's LOM. In early 2026, the operator formally announced receipt of a Ministerial sign off, as well as DWER and Shire approvals for the LOM to extend through 2028, with additional sought-after mining access having potential for another 2-year extension.

Elk Gold Project

In July 2025, a secured creditor of Gold Mountain, Nhwelmen Construction GP Ltd., successfully petitioned the BC Supreme Court for receivership under the Bankruptcy and Insolvency Act. On December 11, 2025, the Company entered into a binding letter of intent with Nhwelmen Construction Limited Partnership, pursuant to which it agreed to exchange its Elk Gold NSR royalty interest for an option to acquire a 5% equity interest in Gold Mountain, or any successor entity, following the resolution of Gold Mountain's court appointed receivership process. Under the terms of the agreement, the Company's Elk Gold NSR royalty interest will be extinguished in consideration for the option, which is exercisable upon total cash payments of C$500,000.

In light of the court-appointed receivership process of Gold Mountain, the Company has recognized a full write-down of its Elk Gold royalty interest in the current reporting period. Upon the pending closing of the acquisition of 5% equity interest in Gold Mountain, management expects to determine a fair value of this equity ownership.

Green Star Joint Venture (45.9% interest)

Green Star continues to operate as a joint venture between Star Royalties, Agnico Eagle Mines Limited ("Agnico Eagle") (NYSE, TSX: AEM), Cenovus Energy Inc. ("Cenovus") (NYSE, TSX: CVE), and certain members of Star Royalties' and Green Star's management teams and Boards of Directors (collectively, "Management"). The Company retains ownership of approximately 45.9% of Green Star's common shares, Agnico Eagle and Cenovus each own approximately 25.9% of the common shares and the remaining 2.3% is owned by Management. During 2025, Green Star generated approximately $1 million in operating cash flow, representing its first full year of positive cash flow generation. In 2026, Green Star will be looking to deploy its available capital into its pipeline of revenue-generating cleantech royalty opportunities.

NativState Improved Forest Management Carbon Offset Portfolio

Green Star owns several gross revenue royalties on a carbon offset-issuing portfolio of Improved Forest Management ("IFM") projects in the southeastern United States, developed by NativState. NativState is an Arkansas-based forest carbon project developer that aggregates small-to-medium forest landowners into IFM projects under the American Carbon Registry ("ACR"). These royalties are expected to deliver voluntary carbon offsets to Green Star over a 20-year period.

During 2025, Green Star generated total proceeds of $1,227,181 from NativState and third parties from the sale of 114,088 carbon offsets with no carbon offset inventory remaining as at December 31, 2025. Subsequent to December 31, 2025, Green Star received 66,347 carbon offsets from NativState on January 30, 2026. In February 2026, Green Star sold 4,188 carbon offsets, representing all removal carbon offsets received to date in 2026, for total proceeds of $104,700. Green Star believes that NativState's existing and future long-term offtake agreements for its carbon offsets continue to represent a future source of potential demand for Green Star's attributable offsets.

Grant of Restricted Share Units ("RSU's")

On December 2, 2025, the Company granted 402,984 RSUs to directors of the Company and on March 18, 2026, the Company approved a grant of an aggregate of 920,000 RSU's to certain directors and officers of the Company in accordance with the Company's Equity Incentive Compensation Plan (the "Plan").

Each RSU entitles the recipient to receive one common share of the Company, or a cash payment equal to the equivalent for one common share of the Company, following the vesting period of the RSU's. The RSU's awarded will vest over three years in equal portions on the anniversary of the grant date and no portion vests before the one-year anniversary date. All the forgoing RSU's are subject to the terms of the Plan, the applicable grant agreement, and TSXV requirements.

CONTACT INFORMATION

For more information, please visit our website at starroyalties.com or contact:

About Star Royalties Ltd.

Star Royalties Ltd. is a precious metals and carbon credit royalty and streaming company. The Company's objective is to provide wealth creation by originating accretive transactions with superior alignment to both counterparties and shareholders. The Company offers investors exposure to precious metals and carbon credit prices, as well as cleantech and other decarbonization projects through its pure-green joint venture, Green Star Royalties Ltd.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this news release may constitute "forward-looking statements", including those regarding the completion of the 2% NSR transaction, the completion of the Summit Transaction, future market conditions for metals, minerals and carbon offset credits, future capital raising opportunities and commitments, timing with respect to the carbon offset issuances under the NativState projects, timing of the updated ACR protocols with respect to IFM projects. and the future business growth and cash flow of the Company and Green Star. Forward-looking statements are statements that address or discuss activities, events or developments that the Company or Green Star expects or anticipates may occur in the future. When used in this news release, words such as "estimates", "expects", "plans", "anticipates", "will", "believes", "intends" "should", "could", "may" and other similar terminology are intended to identify such forward-looking statements. Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Star Royalties and Green Star to be materially different from future results, performances or achievements expressed or implied by such statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be an accurate indication of whether or not such results will be achieved.

A number of factors could cause actual results, performances or achievements to differ materially from such forward-looking statements, including, without limitation, changes in business plans and strategies, market and capital finance conditions, ongoing market disruptions caused by the Ukraine and Russian conflict, metal and mineral commodity price volatility, discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries, mining operation and development risks relating to the parties which produce the metals and minerals Star Royalties will purchase or from which it will receive royalty payments, carbon pricing and carbon tax legislation and regulations, risks inherent to the development of the ESG-related investments and the creation, marketability and sale of carbon offset credits by the parties, the potential value of mandatory and voluntary carbon markets and carbon offset credits, including carbon offsets, the carbon credits to be provided by NativState, risks related to the IFM projects, changes in legislation and policies including affects related to the ACR, risks inherent to royalty companies, title and permitting matters, operation and development risks relating to the parties which develop, market and sell the carbon offset credits from which Green Star will receive royalty payments, changes in crop yields and resulting financial margins regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global, federal and provincial social and economic climate in particular with respect to addressing and reducing global warming, natural disasters and global pandemics, economic and geopolitical uncertainty related to tariffs dilution and risk inherent to any capital financing transactions, risks inherent to the closing of the Summitt transaction including failure to obtain required shareholder approval from Star Royalties shareholders, failure to obtain court approval of the Plan of Arrangement, failure to satisfy closing conditions under the Agreement, exercise of termination rights by either party under the Agreement. regulatory or TSXV approval risk, material adverse change provisions, risks inherent to the closing of the 2% NSR transaction, risks inherent to a possible Green Star go-public transaction, the nature of the governance rights between Star Royalties, Cenovus Energy Inc. and Agnico Eagle Mines Ltd. in the operation and management of Green Star and competition, the ability to raise any additional funds into Green Star. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by law.

The technical and scientific information contained in this press release has been reviewed and approved in accordance with NI 43-101 by Timothy Strong, MIMMM, a "qualified person" as defined in NI 43-101 and independent of the Company.

Copyright (c) 2026 TheNewswire - All rights reserved.