JUNE 29, 2021 – TheNewswire - TORONTO, ON - Star Royalties Ltd. (the “Company” or “Star Royalties”) (TSXV:STRR), (OTCQX:STRFF) is pleased to provide an update on its previously announced US$18 million gold purchase and sale agreement (the “Streaming Agreement”) with Arizona Gold Corp. (“Arizona Gold”) (TSX: AZG, OTCQB: AGAUF) (formerly Kerr Mines Inc.) which will be used to finance the restart of underground operations and gold production at the fully-permitted Copperstone Gold Mine (“Copperstone”) in Arizona, USA.

Proposed Merger of Arizona Gold with Golden Predator Mining Corp.

Arizona Gold announced on June 28, 2021 the entering of a definitive arrangement agreement (the “Agreement”) with Golden Predator Mining Corp. (“Golden Predator”) (TSXV: GPY, OTCQX: NTGSF) pursuant to which Arizona Gold and Golden Predator have agreed to merge to create a new North American-focused, near-term gold producer (the “Transaction”). The Transaction would combine Copperstone and the historic, past-producing Brewery Creek Gold Mine in Yukon, Canada.

Under the terms of the Agreement, all of the issued and outstanding common shares of Golden Predator will be exchanged on the basis of 1.65 common shares of Arizona Gold per common share of Golden Predator held. Upon completion of the Transaction, existing Arizona Gold and Golden Predator shareholders will own approximately 55% and 45% of the proforma company, respectively, on an outstanding basis.

As part of the Transaction, Tony Lesiak, Executive Chairman of Star Royalties and a Director of Golden Predator, will be selected as one of six Board of Director nominees for the proforma company.

Alex Pernin, Chief Executive Officer of Star Royalties, commented: “We would like to congratulate both Arizona Gold and Golden Predator on announcing their proposed merger. The combination improves Arizona Gold’s balance sheet and adds a future growth asset in a tier-one jurisdiction to its portfolio. Moreover, the proposed merger is not expected to impact the development timeline for Copperstone, which remains on track for first gold production in Q1 2022. Arizona Gold’s management team remains focused and fully committed on expeditiously developing Copperstone to its full potential. We are pleased to see Tony Lesiak nominated to the proforma company’s Board of Directors. The Copperstone gold stream continues to represent significant, near-term cash flow for Star Royalties from a highly prospective deposit in a world-class jurisdiction.”

Copperstone Gold Stream Final Instalment

The US$18 million advance payment under the Streaming Agreement is being provided in three equal instalments The first two US$6 million instalments have already been advanced and are being prudently allocated by Arizona Gold to advance detailed engineering, secure long-term lead equipment, perform pre-operational mining activities and to prepare the plant area for the installation of the new WOL processing equipment.

The final $6 million payment remains subject to certain closing conditions, which now include the completion or cancellation of the proposed Transaction later in 2021. Copperstone’s capital spending profile remains back-end weighted and the final instalment’s timing amendment is not expected to impact Copperstone’s restart timing.

 CONTACT INFORMATION

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

Alex Pernin, P.Geo.        Peter Bures

Chief Executive Officer and Director        Chief Business Development Officer

apernin@starroyalties.com        pbures@starroyalties.com
+1 647 801 3549        +1 437 997 8088

 ABOUT STAR ROYALTIES LTD.

Star Royalties Ltd. is a precious metals royalty and streaming investment company. The company’s objective is to provide wealth creation through accretive transaction structuring and asset life extension with superior alignment to both counterparties and shareholders. With a strategy to also invest in green opportunities, Star Royalties pioneered one of the first forest carbon offset credit royalties and is pursuing a pipeline of additional green investments.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this news release may constitute "forward-looking statements", including those regarding the finance and restart of underground mining operations and gold production at Copperstone, the outcome of the proposed Transaction between Arizona Gold and Golden Predator, the impact of the Transaction on Arizona Gold’s balance sheet and future growth prospects and the development timeline for Copperstone, the composition of the proforma company’s Board of Directors upon completion of the Transaction, and the payment of the final US$6 million installment in connection with the Streaming Agreement.. Forward-looking statements are statements that address or discuss activities, events or developments that the Company 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 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 conditions, share price, best use of available cash, the ability of the Company to identify and execute future acquisitions on acceptable terms or at all, risks inherent to royalty and streaming companies, title and permitting matters, metal and mineral commodity price volatility, discrepancies between actual and estimated production, 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 or streaming payments, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global social and economic climate, natural disasters and global pandemics, including COVID-19, dilution, and competition. 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.