Announcement • Mar 16
Summit Royalties Ltd. (TSXV:SUM) entered into an arrangement agreement to acquire Star Royalties Ltd. (TSXV:STRR) for CAD 47.3 million. Summit Royalties Ltd. (TSXV:SUM) entered into an arrangement agreement to acquire Star Royalties Ltd. (TSXV:STRR) for CAD 47.3 million on March 16, 2026. Assuming completion of the Transaction, holders ("Star Shareholders") of common shares of Star ("Star Shares") are entitled to receive 0.360 (the "Exchange Ratio") of a common share of Summit (each a "Summit Share") in exchange for each Star Share held immediately prior to the effective time of the Transaction (the "Consideration"). The Consideration implies a value of CAD 0.60 per Star Share based on the Exchange Ratio Upon completion of the Transaction, existing holders of Summit Shares and Star Shareholders are expected to own approximately 72% and 28%, respectively, of the pro forma company on a fully-diluted in-the-money basis. The Transaction is expected to be affected by way of a court-approved plan of arrangement under the Canada Business Corporations Act. The Transaction will require the approval of at least (i) 66 2/3% of votes cast by Star Shareholders, and (ii) a simple majority of the votes cast by Star Shareholders after excluding the votes of certain interested parties in the Transaction in accordance with Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. Star will seek these approvals at a special meeting of Star Shareholders expected to be held in Q2 2026. In connection with the Transaction, all of the directors and officers of Star, and certain large shareholders of Star, including ICM Limited, who collectively represent approximately 34% of the issued and outstanding Star Shares, have entered into voting support agreements with Summit pursuant to which they have agreed, among other things, to vote their Star Shares held in favour of the Transaction. Transaction is subject to the receipt of applicable regulatory and exchange approvals, and the satisfaction of certain other customary closing conditions for a transaction of this nature. The Agreement has been unanimously approved by the board of directors of both companies following an extensive due diligence process and detailed consideration of all options. The Agreement includes customary deal protections, including fiduciary-out provisions in favour of Star, non-solicitation covenants and the right to match any superior proposals. A termination fee in the amount of CAD 2.5 million is payable to Summit by Star in certain circumstances if the Transaction is terminated. Each of Summit and Star have made customary representations and warranties in the Agreement.
Subject to the satisfaction or waiver of all closing conditions, the Transaction is expected to close in Q2 2026. Following the closing of the Transaction, the Star Shares are expected to be delisted from the TSXV and OTCQX Best Market and Star will apply to cease to be a reporting issuer under applicable Canadian securities laws. Value accretive transaction on both a NAV per share and 2027E CFPS basis.
Canaccord Genuity Corp. has provided a fairness opinion and financial advisor to the Summit Board, TD Securities Inc. has provided a fairness opinion and financial advisor to the Star Board, Bennett Jones LLP is acting as Summit's legal advisor. Fasken Martineau DuMoulin LLP is acting as Star's legal advisor. Recent Insider Transactions • Jan 02
Chairman of the Board recently bought CA$431k worth of stock On the 29th of December, Jerrold Annett bought around 303k shares on-market at roughly CA$1.42 per share. This transaction amounted to 32% of their direct individual holding at the time of the trade. In the last 3 months, they made an even bigger purchase worth CA$468k. Jerrold has been a buyer over the last 12 months, purchasing a net total of CA$1.0m worth in shares. Recent Insider Transactions • Dec 11
Chairman of the Board recently bought CA$468k worth of stock On the 9th of December, Jerrold Annett bought around 347k shares on-market at roughly CA$1.35 per share. This transaction amounted to 57% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. This was Jerrold's only on-market trade for the last 12 months. 
