Announcement • Jul 04
Summit Royalties Ltd. (TSXV:SUM) completed the acquisition of Star Royalties Ltd. (TSXV:STRR). Summit Royalties Ltd. (TSXV:SUM) entered into an arrangement agreement to acquire Star Royalties Ltd. (TSXV:STRR) for CAD 48.1 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. The transaction is unanimously approved by the boards. On June 23, 2026, Star shareholders approved the transaction. 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. Olympia Trust Company acted as depositary bank to Star Royalties.
Summit Royalties Ltd. (TSXV:SUM) completed the acquisition of Star Royalties Ltd. (TSXV:STRR) on July 3, 2026. In connection with the closing of the Arrangement, Summit announced the appointment of Kevin MacLean as Chief Investment Officer and Kathy Lai as Vice President, Finance. Effective upon closing of the Arrangement, Jay Layman was appointed to the Board of Directors of Summit. Following completion of the Arrangement, the Star Shares will be delisted from the TSX Venture Exchange, which is expected to be effective on or about the close of business on July 7, 2026 (the "Delisting"). Star has also applied to withdraw the quotation of the Star Shares from the OTCQX Best Market as soon as practicable after the Delisting. Star also intends to apply to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. New Risk • May 31
New major risk - Earnings quality The company has a high level of non-cash earnings. Accrual ratio: 101% This is considered a major risk. Non-cash earnings can arise from many different things. However, if a company consistently has a high level of non-cash earnings, it may be a sign that they are recognizing revenue from customers before the full value of the sales are received as cash or they are not depreciating the value of their assets appropriately. These are practices that inflate earnings, while not providing a similar increase to cash flows. Companies in some select industries naturally have a high level of non-cash earnings and it is not a major concern. However, in the worst case scenario it can be an early sign of performance manipulation by management. Currently, the following risks have been identified for the company: Major Risk High level of non-cash earnings (101% accrual ratio). Minor Risks Less than 3 years of financial data is available. Profit margins are more than 30% lower than last year (101% net profit margin). Revenue is less than US$5m (US$3.9m revenue). Market cap is less than US$100m (CA$108.2m market cap, or US$78.5m). 
