NOVEMBER 12, 2020, Toronto, ON – Star Royalties Ltd. (the “Company” or “Star Royalties”) and Kerr Mines Inc.(TSX: KER, OTC: KERMF) (“Kerr”) are very pleased to jointly announce the execution of a definitive US$18,000,000 gold purchase and sale agreement (the “Streaming Agreement”) to finance the restart of underground operations and gold production at the Copperstone Gold Mine (“Copperstone”) in Arizona, USA.

Alex Pernin, CEO of Star Royalties, commented: “We are proud to announce our partnership transaction with Kerr to advance the restart of Copperstone. We have structured a mutually beneficial streaming arrangement which should translate to a win-win outcome for both parties’ shareholders. This gold stream will provide for significant, near-term cash flow from a highly prospective deposit in a world-class jurisdiction. We look forward to the successful restart at Copperstone and to its exploration upside under Kerr’s experienced and knowledgeable management team.”

Giulio T. Bonifacio, CEO of Kerr, stated: “This Streaming Agreement provides required project financing to restart gold production at our Copperstone Gold Mine, which is targeted for Q4-2021. We are extremely pleased to be undertaking this financing transaction with Star Royalties, which has a seasoned team of mining professionals that will prove to be a valued partner as we advance Copperstone to production. With the extensive project evaluation undertaken by Star Royalties, we believe this streaming transaction further validates the value we have identified at Copperstone by way of our recent optimization efforts. We also note that we will be progressing the restart of operations under a whole ore leach processing scenario which will result in increased gold recoveries and production versus a flotation processing scenario.”

The US$18 million advance payment under the Streaming Agreement will be provided in three equal installments, with the first US$6 million installment to be advanced on the initial closing, which is expected to take place on or before November 20, 2020. The remaining two tranches will be advanced at the request of Kerr as it incurs expenditures for the restart of Copperstone Gold Mine Project with US$6 million on or before February 28, 2021 and a further US$6 million on or before April 30, 2021.

Key Transaction Terms

• Star Royalties will purchase from Kerr an amount of refined gold equal to 9.9% of gold produced at Copperstone until a cumulative 21,000 ounces of refined gold are delivered, then 3.3% of gold produced until a cumulative 27,200 ounces are delivered, and 1.2% of gold produced thereafter for the remaining life of the mine;
• In addition to the US$18 million advance payment, Star Royalties will provide a cash payment to Kerr for each ounce of gold delivered equal to 25% of the average London Bullion Market Association gold spot price (PM) for the five consecutive trading days prior to delivery.
• The advance of the first tranche of US$6 million is subject to Kerr repaying the outstanding US$2 million convertible promissory note held by Sprott Private Resource Lending (Collector) LP (“Sprott”) and customary closing conditions, including implementation of the requisite security package in favour of Star Royalties.
• As a result of the prepayment of US$2 million convertible promissory note, Sprott will not be exercising its conversion rights at CAD$0.13 for US$500,000 and CAD$0.16 for US$1.5 million, avoiding dilution to Kerr shareholders.

In connection with the entering into of the Streaming Agreement, Kerr, Trans Oceanic Minerals Company Ltd. (“TOMCL”) and Braydon Capital Corporation (“Braydon”) have amended certain terms and conditions of the outstanding debt held by TOMCL and Braydon (the “Note Amendments”). In particular, the parties have agreed as follows:

• The maturity dates of outstanding promissory notes held by Braydon and TOMCL in the aggregate principal amount of approximately US$9.3 million will each be extended from August 22, 2021 to December 31, 2023;
• The rate of interest payable on the principal of the notes will be increased from 8% to 10%, with interest payable quarterly starting on the commencement of commercial production;
• Two C$1 million unconvertible promissory notes, one held by each of Braydon and TOCML, have been amended to include a conversion feature providing that the principal amount of the notes can be converted into common shares of Kerr at any time prior to maturity at a price of C$0.16 per share, subject to Kerr having a right of early conversion in the event the volume-weighted average trading price of the common shares exceeds C$0.30 for twenty consecutive trading days; and
• Kerr has also agreed to make prepayments against the principal of the notes by way of preferential payments, in certain circumstances.

The proposed amendments to the terms of the promissory notes constitute related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holder in Special Transactions (“MI 61-101“) as TOMCL is owned by Fahad Al Tamimi, a director of Kerr and the beneficial owner of 67,956,003 common shares of Kerr, or approximately 19.6% of the total issued and outstanding common shares and as Braydon is owned by Claudio Ciavarella, a director of Kerr and the beneficial owner of 30,764,937 common shares of Kerr, or approximately 8.9% of the total issued and outstanding common shares. Kerr is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transaction as it relates to each of TOCML and Braydon does not exceed 25% of the market capitalization of Kerr, as determined in accordance with MI 61-101. The note amendments were approved by the independent members of the board of directors of Kerr. Kerr will be filing a material change report in respect of the Streaming Agreement and the Note Amendments less than 21 days prior to the date of the effective date of the Note Amendments as the Note Amendments are being made in connection with the Streaming Agreement and, as such, could not be announced prior to the announcement of the Streaming Agreement.