Mr. Kevin MacLean reports

STAR ROYALTIES ANNOUNCES CONVERSION OF ELK GOLD ROYALTY

Star Royalties Ltd. has entered into of a binding agreement with Nhwelmen Construction LP (NCLP), whereby Elk Gold Mining Corp., a subsidiary of Gold Mountain Mining Corp., will repurchase the company's 2-per-cent net smelter return (NSR) royalty on the Elk gold mine in exchange for a 5-per-cent equity ownership of Gold Mountain immediately following the resolution of Gold Mountain's court-appointed receivership process.

Transaction highlights

• Royalty conversion: The company's 2-per-cent NSR royalty on Elk Gold will be extinguished in favour of an option to acquire 5 per cent of the total issued and outstanding shares of Gold Mountain or any successor company of Gold Mountain arising from the conclusion of the receivership process. The option includes a $500,000 payment to Gold Mountain, payable in two equal tranches of $250,000 on Jan. 15, 2026, and on March 30, 2026. The company will retain customary anti-dilution and tag-along rights following the resolution of Gold Mountain's receivership.
• Alignment with new ownership: The restructuring creates full alignment between the company, NCLP, and NCLP's owner, the Nlaka'pamux Nation Tribal Council (NNTC), with respect to long-term value maximization of Elk Gold, from exploration potential to production.
• Wealth creation potential and preproduction optionality: Elk Gold's near-term catalysts include the completion of a revised resource statement and an updated mine plan, exploration programs, and the announcement of a development partner and external funding. The company believes that the heavily discounted new equity stake in Gold Mountain has the ultimate potential of surpassing the value of the 2-per-cent NSR royalty. The same positive asset attributes that garnered the company's original interest in Elk Gold remain unchanged, including its location, grade profile, regional endowment and near-term cash flow potential, all to be unlocked with a new operating partnership.

Kevin MacLean, chief investment officer of Star Royalties, commented: "Pursuing this restructuring allows the company to capitalize on the reorganization of Elk Gold and to maintain optionality in the potential of the underlying resources. The equity position in Gold Mountain will give the company exposure to an expanded area of 21,187 hectares, representing a meaningful increase over the land package that was covered by the royalty. We understand from NCLP that Elk Gold will be developed by a reputable and experienced, soon-to-be-disclosed operator that is known for its commitment to safety, environmental stewardship and delivering projects on time and within budget. With permitting support from the NCLP and potential synergies with regional mining and milling assets, we believe this is an opportunity to benefit from a mining restart from a small capital base."

Lindsay Thompson, chief strategy officer of NNTC, stated: "Our primary objective during the receivership was structuring the new company to aggressively pursue the full value proposition of the Elk Gold resource. The support and resources provided by Star Royalties were a key part not only for this acquisition but also for accelerating our broader mining expansion strategy in British Columbia. Elk Gold is an important project and will serve as the cornerstone of our resource development strategy going forward."

About Star Royalties Ltd.

Star Royalties 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 clean technology and other decarbonization projects through its pure-green joint venture, Green Star Royalties Ltd.

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