- Posted by Jodi Cassidy
- On March 31, 2022
MARCH 31, 2022, TORONTO, ON – Star Royalties Ltd. (the “Company” or “Star Royalties”) (TSXV: STRR, OTCQX: STRFF) is pleased to announce a non-brokered private placement (the “Private Placement”) of 15,384,620 common shares (“Green Star Shares”) of its subsidiary, Green Star Royalties Ltd. (“Green Star Royalties”), at a price of C$1.00 per Green Star Share. Agnico Eagle Mines Limited (“Agnico Eagle”) (NYSE, TSX: AEM) has agreed to purchase 14,134,620 Green Star Shares for an aggregate purchase price of C$14.13 million. The Company’s management team and Board of Directors (collectively, “Management”) have agreed to purchase concurrently the remaining 1,250,000 Green Star Shares in the Private Placement for an aggregate purchase price of C$1.25 million.
Upon completion of the Private Placement, Green Star Royalties will have approximately 40.4 million Green Star Shares issued and outstanding, which will be owned in the approximate amounts as follows: 61.9% by Star Royalties, 35% by Agnico Eagle and 3.1% by Management.
The Private Placement is expected to close in April 2022 and is subject to certain closing conditions, including (i) the receipt of all necessary approvals of the TSX Venture Exchange, (ii) the satisfactory completion of due diligence by Agnico Eagle, (iii) the negotiation of a unanimous shareholders agreement among the shareholders of Green Star Royalties and a co-investment agreement pursuant to which Agnico Eagle will have the right to co-invest with Green Star Royalties in green projects, and (iv) the entering into of a management agreement between Green Star Royalties and Star Royalties.
- Cornerstone shareholder: Agnico Eagle, a senior Canadian gold mining company, will become a 35% shareholder of Green Star Royalties and have certain rights to co-invest alongside Green Star Royalties.
- Significant recognition of value: The Private Placement values the Company’s 61.9% ownership of Green Star Royalties at C$25 million.
- Pathway to grow Green Star Royalties: The Private Placement is expected to accelerate the Company’s ability to pursue larger green opportunities and to establish a substantial pure-green royalty company that should attract capital from both generalist and ESG-focused investors.
Alex Pernin, Chief Executive Officer of Star Royalties, commented: “We are thrilled to establish a strategic relationship with Agnico Eagle and we look forward to jointly maximizing the potential of Green Star Royalties. We recognize the alignment between our and Agnico Eagle’s commitments to sustainability and we welcome their expertise as not only a highly reputable senior Canadian gold mining company, but also a global ESG leader in their industry. The Private Placement supports the growing valuation of Green Star Royalties and represents a strong endorsement of our green royalty business model. We believe this support for our green strategy and increased scale following the Private Placement should accelerate our growth, which we expect would lead to a lower cost of capital going forward.”
“Green Star Royalties is focused on the origination of top-quality carbon sequestration projects that will contribute to the reduction of global greenhouse gas emissions. We innovated the first forest carbon credit royalty and we recently announced a scalable carbon credit royalty in regenerative agriculture with our partner Blue Source LLC, North America’s leading carbon offset developer and marketer. We are also in discussions with respect to several significant regenerative agriculture and forestry carbon credit opportunities in North America that we intend to advance aggressively following the closing of the Private Placement.”
Rationale for the Creation of Green Star Royalties
Since its inception, Star Royalties has been committed to funding sustainable environmental solutions for a carbon neutral economy and continues to view ESG-related investments as a highly scalable business model with attractive returns. As part of its original portfolio development strategy, Star Royalties targeted a long-term 80% capital allocation to precious metals with the remaining 20% reserved for predominantly green investments, including the development of carbon offset credit projects (nature-based and renewable energies) and green technology opportunities (diesel usage displacement).
Following the overwhelmingly positive response thus far to the Company’s innovative green royalty model, numerous origination opportunities, and the superior potential returns, on October 18, 2021 Star Royalties announced the creation of a new subsidiary, Green Star Royalties, with the sole purpose to accelerate the growth of its green portfolio beyond the initial limitations of its 80/20 allocation framework.
A more rapid build-out of the green investment strategy will allow Star Royalties to maximize its strong relationships and first-mover advantage in carbon offset credit and ESG-related investments. The Company’s current vision is to use existing management, infrastructure and oversight to grow Green Star Royalties at a minimal cost as a private subsidiary and, subject to market conditions, unlock additional value when an appropriate public market valuation is achieved.
About Agnico Eagle
Agnico Eagle is a senior Canadian gold mining company, producing precious metals from operations in Canada, Australia, Finland and Mexico. It has a pipeline of high-quality exploration and development projects in these countries as well as in the United States and Colombia.
For more information, please visit our website at starroyalties.com or contact:
|Alex Pernin, P.Geo.
Chief Executive Officer and Director
+1 647 801 3549
|Dmitry Kushnir, CFA
Head of Investor Relations
+1 647 287 3846
ABOUT STAR ROYALTIES LTD.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this news release may constitute “forward-looking statements”, including those regarding future market conditions for carbon offset credits. 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 and Green 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, the ability of the parties to complete the Private Placement, market conditions, ongoing market disruptions caused by the Ukraine and Russian conflict, 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, 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 Royalties will receive royalty payments, 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, 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.