Star Royalties Ltd. — Capital/Financing Update 2021

Mar 26, 2021

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the security regulatory authorities.

This short form prospectus has been filed under legislation in each of the provinces and territories of Canada, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. Unless an exemption from the prospectus delivery requirement has been granted, or is otherwise available, the legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. This short form prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. Unless otherwise specified in the applicable prospectus supplement, the securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia (the “ United States ”), and may not be offered, sold or delivered in the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Chief Financial Officer of Star Royalties Ltd. at 18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4, telephone (647) 360-4793, and are also available electronically at www.sedar.com.

New Issue

March 26, 2021

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

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STAR ROYALTIES LTD. USD$200,000,000

COMMON SHARES DEBT SECURITIES SUBSCRIPTION RECEIPTS CONVERTIBLE SECURITIES WARRANTS UNITS

Star Royalties Ltd. (“ Star Royalties ” or the “ Corporation ”) may from time to time offer and sell the following securities: (i) common shares (“ Common Shares ”) in the capital of the Corporation; (ii) debt securities of the Corporation (“ Debt Securities ”); (iii) subscription receipts (“ Subscription Receipts ”) exchangeable for Common Shares and/or other securities of the Corporation; (iv) securities convertible into or exchangeable for other securities (“ Convertible Securities ”); (v) warrants exercisable to acquire Common Shares and/or other securities of the Corporation (“ Warrants ”); and (vi) securities comprised of more than one of Common Shares, Debt Securities, Subscription Receipts, Convertible Securities and/or Warrants offered together as a unit (“ Units ” and, together with the Common Shares, Debt Securities, Subscription Receipts, Convertible Securities and Warrants, the “ Securities ”), or any combination thereof having an offer price of up to $200,000,000 in the aggregate (or the equivalent thereof, based on the applicable exchange rate at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this prospectus, including any amendments hereto, remains valid. The Securities may be offered, separately or together, in amounts, at prices and on terms to be set forth in one or more prospectus supplements. In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities. Prospective purchasers should read this

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prospectus and any prospectus supplement carefully before investing in any of the Securities. This short form prospectus may qualify an “at-the-market distribution” as defined in National Instrument 44-102 – Shelf Distributions.

All shelf information permitted under applicable securities legislation to be omitted from this prospectus will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus as of the date of such prospectus supplement and only for the purposes of the distribution of the Securities to which that prospectus supplement pertains.

The Corporation may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, subject to applicable law, or through agents designated by the Corporation from time to time. The prospectus supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of such offering. See “ Plan of Distribution ”.

In connection with any offering of the Securities, the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the Securities at a level above that which might otherwise prevail on the open market, except with respect to any “at-the-market distribution”. Such transactions, if commenced, may be interrupted or discontinued at any time. See “ Plan of Distribution ”.

The Common Shares are listed on the TSX Venture Exchange (“ TSXV ”) under the symbol “STRR” and its IPO Warrants, as defined below, are listed on the TSXV under “STRR.WT”. On March 25, 2021, the last full trading day on the TSXV prior to the date of this prospectus, the closing price of the Common Shares was $0.52 and the closing price of the IPO Warrants, as defined below, was $0.12.

Unless otherwise specified in the applicable prospectus supplement, the Debt Securities, Subscription Receipts, Convertible Securities, Warrants and Units will not be listed on any securities or stock exchange and purchasers may not be able to resell such Securities purchased under this prospectus and the applicable prospectus supplement. This may affect the pricing of the Debt Securities, Subscription Receipts, Convertible Securities, Warrants or Units in the secondary market (if any), the transparency and availability of trading prices (if any), the liquidity of the Debt Securities, Subscription Receipts, Convertible Securities, Warrants or Units (if any), and the extent of issuer regulation. See “ Risk Factors ”.

Investing in Securities involves a high degree of risk. A prospective purchaser should therefore review this prospectus and the documents incorporated by reference in their entirety. See “Risk Factors” along with the risk factors described in the applicable prospectus supplement pertaining to a distribution of Securities and the risk factors described in the documents incorporated by reference in this prospectus and any applicable prospectus supplement. See “ Documents Incorporated by Reference ”.

This prospectus does not qualify for issuance specified derivatives or asset-backed securities.

Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale (including sales in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSX-V or other existing trading markets for the Securities, and as set forth in an applicable prospectus supplement), at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities.

To the extent permitted by applicable law, in connection with any underwritten offering of Securities, other than transactions that are deemed to be “at-the-market distributions” in accordance with NI 44-102, the underwriters or dealers, as the case may be, may over-allot or effect transactions intended to fix or stabilize the market price of the Common Shares at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

Prospective purchasers should rely only on the information contained in this prospectus. The Corporation has not authorized anyone to provide information different from that contained in this prospectus. No underwriter, agent, or dealer has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

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The Securities may be sold only in those jurisdictions where offers and sales are permitted. This prospectus is not an offer to sell or a solicitation of an offer to buy the Securities in any jurisdiction where it is unlawful.

One of the Corporation’s directors, Mr. Jay Layman, resides outside of Canada. Mr. Layman has appointed the Corporation as his agent for service of process in Canada. In addition, Timothy Strong, a Qualified Person (as such term is defined in National Instrument 43-101) also resides outside of Canada and has appointed the Corporation as his agent for service of process in Canada. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the person has appointed an agent for service of process.

Our registered office and head office is located at 18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4. Our telephone number at our head office is (647) 360-4793.

TABLE OF CONTENTS

GENERAL MATTERS ............................................................................................................................................................... 5 NON-IFRS MEASURES ............................................................................................................................................................. 5 THIRD PARTY INFORMATION .............................................................................................................................................. 5 FORWARD-LOOKING STATEMENTS ................................................................................................................................... 5 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................... 9 MARKETING MATERIALS .................................................................................................................................................... 10 SUMMARY DESCRIPTION OF THE BUSINESS OF STAR ROYALTIES ......................................................................... 10 DESCRIPTION OF SECURITIES ............................................................................................................................................ 11 CONSOLIDATED CAPITALIZATION ................................................................................................................................... 14 PRICE RANGE AND TRADING VOLUME OF SECURITIES ............................................................................................. 15 EARNINGS COVERAGE RATIOS ......................................................................................................................................... 15 PRIOR SALES .......................................................................................................................................................................... 15 PLAN OF DISTRIBUTION ...................................................................................................................................................... 15 USE OF PROCEEDS ................................................................................................................................................................ 16 EXEMPTIONS .......................................................................................................................................................................... 16 INTEREST OF EXPERTS ........................................................................................................................................................ 16 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................................................... 17 PROMOTERS ........................................................................................................................................................................... 17 RISK FACTORS ....................................................................................................................................................................... 17 CERTAIN INCOME TAX CONSIDERATIONS ..................................................................................................................... 17 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR CORPORATIONS .......................................... 17 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................................................................ 18 CERTIFICATE OF THE CORPORATION ............................................................................................................................ C-1 CERTIFICATE OF THE PROMOTER .................................................................................................................................. C-2

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise, the “ Corporation ” and “ Star Royalties ” refers to Star Royalties Ltd.

An investor should rely only on the information contained or incorporated by reference in this prospectus. The Corporation has not authorized anyone to provide investors with additional or different information. The Corporation is not making an offer to sell or seeking offers to buy the Securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus or incorporated by reference in this prospectus is accurate as of the date of the document in which it appears, regardless of the time of delivery of this prospectus or any sale of the Securities. The Corporation’s business, financial condition, results of operations and prospects may have changed since that date. The Corporation is required by securities laws to update the information contained in this prospectus or incorporated by reference in this prospectus, as of the date of each supplement to this prospectus, to the extent necessary to ensure that this prospectus, together with such prospectus supplement and any other documents then incorporated by reference in this prospectus, contains full, true and plain disclosure of all material facts relating to the Securities offered by this prospectus and such prospectus supplement.

Prospective purchasers should assume that the information appearing or incorporated by reference in this prospectus is accurate only as at the respective dates thereof, regardless of the time of delivery of this prospectus or of any sale of Securities. The Corporation’s business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus, all references to “$” are to Canadian dollars and all references to “US$” are to US dollars. Amounts in this prospectus are stated in Canadian dollars unless otherwise indicated. The Corporation presents its financial statements in US dollars and discloses certain financial information in this prospectus in Canadian dollars. Certain totals, subtotals and percentages throughout this prospectus may not reconcile due to rounding.

Unless otherwise indicated, all financial information included in this prospectus and documents incorporated by reference in this prospectus or included in any prospectus supplement has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”), which are also generally accepted accounting principles for publicly accountable enterprises in Canada.

Information on or connected to the Corporation’s website, even if referred to in a document incorporated by reference herein, does not constitute part of this prospectus.

Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders.

NON-IFRS MEASURES

This prospectus and the documents incorporated by reference herein may contain terms which do not have a standardized meaning under IFRS and therefore may not be comparable with the calculation of similar measures by other companies.

THIRD PARTY INFORMATION

This prospectus and the documents incorporated by reference herein may include market and industry data and other statistical information that the Corporation has obtained from independent industry publications and surveys, government publications, market research reports and other published independent sources. Such publications and reports generally state that the information contained therein has been obtained from sources believed to be reliable. Although the Corporation believes these sources to be reliable, the Corporation has not independently verified any of the data or other statistical information contained therein, nor has it ascertained or validated the underlying economic or other assumptions relied upon therein. Some data are also based on the Corporation’s estimates, which are derived from the Corporation’s review of internal data, as well as independent sources. The Corporation cannot and does not provide any assurance as to the accuracy or completeness of such included information. Market forecasts, in particular, are likely to be inaccurate, especially over long periods of time. The Corporation has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as required by law.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this prospectus constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (“ forward-looking statements ”). All

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statements contained herein that are not historical in nature are forward-looking statements, and the words “anticipate”, “believe”, “budget”, “estimate”, “expect”, “forecast”, “intend”, “likely”, “may”, “plan”, “potential”, “proposed”, “should”, “will” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements represent the Corporation’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

Forward-looking statements included or incorporated by reference in this prospectus include, but are not limited to, statements with respect to:

• Expectations regarding industry trends, commodity prices, overall market growth rates and our growth rates and growth plans, strategies and opportunities;

• Our business plans and strategies;

• Our portfolio of assets;

• Global and local changes in economic and market conditions;

• Mine life;

• The timing and amount of estimated future production and GEOs;

• Statements with respect to Mineral Resources and Mineral Reserves;

• Cash flow projections;

• Our estimated future cash flows;

• Use of proceeds in connection with the sale of Securities in connection with an offering;

• Expectations regarding compensation levels and plans for directors and executive officers; and

• Financial performance.

With respect to the forward-looking statements included or incorporated by reference in this prospectus, the Corporation has made assumptions regarding, among other things:

• Our estimates of near, medium and long-term commodity prices;

• For the properties in respect of which Star Royalties holds a royalty or streaming interest, the operation continues as a going concern;

• The accuracy of public statements and disclosures made by the owners or operators of such underlying properties, including with respect to Mineral Resources, Mineral Reserves, construction timelines, production estimates and other related matters, as applicable;

• That each counterparty will satisfy its obligations in accordance with the royalty or stream contract to which it is a party with Star Royalties, and that each such contract will be enforceable in accordance with its terms;

• No adverse development relating to any property in respect of which Star Royalties holds a royalty or stream;

• That projects not yet in production or in development included in Star Royalties’ asset portfolio will be developed, transitioned into production or development and successfully achieve production and commercial ramp-up, in each case, in accordance with Star Royalties’ expectations;

• The impact of the coronavirus disease 2019 (“ COVID-19 ”) on the Corporation’s business;

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• The absence of an outbreak or escalation of infectious diseases or other similar health threats, including COVID-19, that could result in the suspension, shutdown or delay of the operations in the properties in which Star Royalties holds an interest;

• No material changes will occur with respect to Star Royalties’ existing tax treatment; and

• The absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied.

Although the Corporation believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, levels of activity, performance or achievements. Consequently, there is no representation by the Corporation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Some of the risks and other factors, some of which are beyond the Corporation’s control, which could cause results to differ materially from those expressed in the forward-looking statements included or incorporated by reference in this prospectus include, but are not limited to:

• Limited operating history and uncertainty of future revenues;

• Changes in commodity prices will affect the revenues generated from our portfolio and the profitability of Star Royalties;

• Star Royalties has no or limited control over the operation of the properties in respect of which Star Royalties holds a royalty or a stream interest and the operators’ failure to perform or decision to cease or suspend operations will affect the revenues of Star Royalties;

• Risks related to health epidemics and pandemics including COVID-19 and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect the Corporation’s business, financial condition and results of operations;

• Increased competition for royalties, streams and other interests could adversely affect Star Royalties’ ability to acquire additional royalties, streams and other interests in mineral properties;

• Some of the properties in respect of which Star Royalties holds an interest may never achieve commercial production, and Star Royalties may lose its entire investment;

• Our recurring losses from operations could continue to cast doubt on our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations;

• Sales of assets in respect of which Star Royalties holds an interest may result in a new operator and any failure of such operator to perform could affect the revenues of Star Royalties;

• Star Royalties may acquire royalties, streams or other interests in respect of properties that are speculative and there can be no guarantee that mineable deposits will be discovered, developed or mined;

• Star Royalties has limited access to data and disclosure regarding the operation of properties in respect of which it holds interests, which will affect its ability to assess and predict the performance of its royalties or streams;

• Star Royalties depends on its operators for the calculation of certain payments, and it may not be possible to detect errors in payment calculations;

• Star Royalties is dependent on the payment or delivery by the owners and operators of the properties in respect of which Star Royalties has a royalty or stream, and any delay in or failure of such payments will affect the revenues generated by the asset portfolio;

• Global financial conditions may destabilize;

• Royalties or streaming interests may not be honoured by operators of a project;

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• Not all of Star Royalties’ royalties or streams are secured, Star Royalties’ security interests, if any, may be subordinated, and security interests may be difficult to enforce;

• Star Royalties’ profitability, results of operations and financial condition are subject to variations in foreign exchange rates;

• Operators of mines may not be able to replace depleted Mineral Reserves and Mineral Resources, which would reduce Star Royalties’ revenue from royalties or streams;

• Star Royalties can provide no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be on terms acceptable to the Company;

• Star Royalties may experience difficulty attracting and retaining qualified management and technical personnel to efficiently operate its business;

• Certain of Star Royalties’ directors serve in similar positions with other public companies, which could put them in a conflict position from time to time;

• Changes in the interpretation of tax legislation or accounting rules could affect the profitability of Star Royalties;

• Star Royalties has a history of losses and it may be unable to achieve profitability;

• Star Royalties is indirectly exposed to many of the same risk factors as the owners and operators of properties in respect of which it holds a royalty or stream interest;

• Production at mines and projects in respect of which Star Royalties holds royalty or stream interests is dependent on operators’ employees;

• Production forecasts may not prove to be accurate;

• The exploration and development of Mineral Resource properties is inherently dangerous and subject to risks beyond the control of Star Royalties;

• Defects in title to properties underlying Star Royalties’ royalty or stream interests may result in a loss of entitlement by the operator and a loss of Star Royalties’ interest;

• Future litigation affecting the properties in respect of which Star Royalties holds its royalty or stream interests could have an adverse effect on Star Royalties;

• The operations in respect of which Star Royalties holds a royalty or stream require various property rights, permits and licenses to be held by the operator in order to conduct current and future operations, and delays or a failure to obtain or maintain such property rights, permits and licenses, or a failure to comply with the terms of any of such property rights, permits and licenses could result in interruption or closure of operations or exploration on the properties;

• Star Royalties is exposed to risks related to the construction, development, expansion, and/or exploration in relation to the mines, projects and properties in respect of which it holds a royalty or stream interest;

• Additional costs may be incurred by mineral property operators as a result of international climate change initiatives and may affect the availability of resources and cause business disruptions, which could reduce Star Royalties’ revenues;

• Certain operators are subject to risks relating to foreign jurisdictions which could negatively impact Star Royalties;

• Star Royalties is subject to risks related to certain operations in developing economies;

• Investors may lose their entire investment;

• Star Royalties may not use the proceeds as described in the manner described in this prospectus; and

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• The forward-looking statements contained in this prospectus or incorporated by reference may prove to be incorrect.

Readers are cautioned that the actual results achieved may vary from the information provided herein and the variations may be material. Readers are also cautioned that the foregoing list of factors is not exhaustive. Consequently, there is no representation by the Corporation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Furthermore, the forward-looking statements contained or incorporated by reference in this prospectus are made as of the date hereof or as of the date of such documents incorporated by reference, as the case may be, and the Corporation is under no obligation, except as required by applicable securities legislation, to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained herein and in the documents incorporated by reference herein are expressly qualified by this cautionary statement.

Prospective purchasers should carefully consider the matters discussed under “ Risk Factors ” in this prospectus and in any applicable prospectus supplement. Prospective purchasers should also refer to “ Risk Factors ” in the Corporation’s annual information form and to the risk factors described in other documents incorporated by reference in this prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Star Royalties at 18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4, telephone (647) 360-4793. In addition, copies of the documents incorporated herein by reference may be obtained from the securities commissions or similar authorities in Canada through the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) website at www.sedar.com.

The following documents of Star Royalties, filed with the various securities commissions or similar authorities in each of the provinces and territories of Canada where Star Royalties is a reporting issuer, are specifically incorporated by reference into and form an integral part of this prospectus:

• The Corporation’s (final) long form prospectus dated February 12, 2021 (“ Final Prospectus ”);

• the audited consolidated financial statements of the Corporation as at and for the fiscal year ended December 31, 2019 and the period from the date of incorporation on February 15, 2018 to December 31, 2018, together with the auditor’s report thereon and the notes thereto;

• the management’s discussion and analysis of the Corporation for the fiscal year ended December 31, 2019 and the period from the date of incorporation on February 15, 2018 to December 31, 2018;

• the unaudited interim condensed consolidated financial statements of the Corporation for the three months and nine months ended September 30, 2020 and 2019, together with the notes thereto; and

• the management’s discussion and analysis of the Corporation for the three months and nine months ended September 30, 2020 and 2019.

Any documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference in this prospectus, including any annual information form, audited annual consolidated financial statements (together with the auditor’s report thereon), information circular, unaudited interim consolidated financial statements, management’s discussion and analysis, material change reports (excluding confidential material change reports) or business acquisition reports filed by the Corporation with securities commissions or similar authorities in the relevant provinces and territories of Canada subsequent to the date of this prospectus and prior to the termination of the offering of Securities under the applicable prospectus supplement shall be deemed to be incorporated by reference in this prospectus. These documents are available through the internet on SEDAR at www.sedar.com.

Upon a new interim financial report and related management’s discussion and analysis of the Corporation being filed with the applicable securities regulatory authorities during the currency of this prospectus, the previous interim financial report and related management’s discussion and analysis of the Corporation most recently filed shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities hereunder. Upon new annual financial statements and related management’s discussion and analysis of the Corporation being filed with the applicable securities regulatory authorities during the currency of this prospectus, the previous annual financial statements and related management’s discussion and analysis and the previous interim financial report and related management’s

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discussion and analysis of the Corporation most recently filed shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities hereunder. Upon a new annual information form being filed by the Corporation with the applicable securities regulatory authorities during the currency of this prospectus, notwithstanding anything herein to the contrary, the following documents shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) material change reports filed by the Corporation prior to the end of the financial year in respect of which the new annual information form is filed; (iii) business acquisition reports filed by the Corporation for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circular of the Corporation filed prior to the beginning of the Corporation’s financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of the Corporation being filed with the applicable securities regulatory authorities during the currency of this prospectus, the previous management information circular prepared in connection with an annual general meeting of the Corporation shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities hereunder.

All information permitted under applicable securities legislation to be omitted from this prospectus will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus as of the date of such prospectus supplement and only for the purposes of the distribution of the Securities to which that prospectus supplement pertains.

Any statement contained herein or in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

MARKETING MATERIALS

Any “template version” of “marketing materials” (as those terms are defined under applicable Canadian securities laws) that are utilized in connection with the distribution of Securities will be filed on SEDAR at www.sedar.com. In the event that such marketing materials are filed after the date of the applicable prospectus supplement for the offering and before termination of the distribution of such Securities, such filed versions of the marketing materials will be deemed to be incorporated by reference into the applicable prospectus supplement for the purposes of the distribution of the Securities to which such prospectus supplement pertains, except to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in the prospectus or the applicable prospectus supplement.

SUMMARY DESCRIPTION OF THE BUSINESS OF STAR ROYALTIES

Star Royalties is a precious metals-focused royalty and streaming company. We pursue shareholder wealth creation through the origination and acquisition of royalties and streams. We are risk averse and prioritize high-quality cash flow generation with the intention to support a meaningful sustainable cash dividend policy. Additionally, our corporate culture and values are focused on superior shareholder and environmental, social and corporate governance alignment.

Our objective is to be uniquely aligned with our royalty and streaming counterparties and to provide our investors with superior risk-adjusted returns and leverage to rising precious metal prices. Our objective is to specialize in bespoke and operator-friendly financing solutions, including the repurchase and restructuring of existing royalties and streams. Our aim is to structure mutually beneficial agreements that optimise our counterparties’ capital structure, as we look to become the trusted financing partner for mining companies throughout the various stages of mine development, commodity and capital markets cycles, while generating a return well above our cost of capital for our shareholders.

Further details concerning the Corporation, including information with respect to the Corporation’s assets, operations and history, are provided in the documents incorporated by reference into this prospectus. Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

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DESCRIPTION OF SECURITIES

The Corporation has authorized share capital consisting of an unlimited number of Common Shares without par value or special rights or restrictions attached. As of the date of this prospectus, the Corporation has 67,304,137 fully paid and nonassessable Common Shares issued and outstanding. There are no pre-emptive or conversion rights and no provisions for exchange, exercise, redemption and retraction. The Corporation also has authorized the issuance of 34,286,000 IPO Warrants, as defined below.

The following descriptions of Securities, and any descriptions of Securities in an applicable prospectus supplement, do not purport to be complete and are subject to and are qualified in their entirety by reference to, as applicable, the articles, agreements, indentures, agency arrangements, collateral arrangements and depositary arrangements relating to such Securities. To the extent that the material terms of any Securities are not described herein, such material terms will be described in the relevant prospectus supplement.

The Corporation reserves the right to include in a prospectus supplement specific terms and provisions pertaining to the Securities in respect of which the prospectus supplement is filed that are not within the variables and parameters set forth in this prospectus. To the extent that any terms or provisions or other information pertaining to Securities described in a prospectus supplement differ from any of the terms or provisions or other information described in this prospectus, the description set forth in this prospectus shall be deemed to have been superseded by the description set forth in the prospectus supplement with respect to those Units.

To the extent any Securities are convertible into Common Shares or other securities of the Corporation, prior to such conversion the holders of such Securities will not have any of the rights of holders of the securities into which the Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

Securities may be offered separately or in combination with one or more other Securities. The Corporation may, from time to time, issue Securities or incur indebtedness other than through the issuance of Securities pursuant to this prospectus.

Description of Common Shares

Each Common Share entitles the holder to receive notice of, to attend and to one vote per share at all meetings of shareholders of the Corporation. Holders of Common Shares have the right to receive any dividends if, as and when declared by the board of directors of the Corporation as it may be comprised from time to time. Holders of Common Shares have the right to receive pro rata the property and assets of the Corporation remaining after payment of debts and other liabilities in the event of the liquidation, dissolution or winding up of the Corporation, in each case subject to the rights of holders of any other classes of shares of the Corporation ranking in priority to the holders of Common Shares.

Description of Debt Securities

The following sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. Unless otherwise provided in a prospectus supplement relating to a series of Debt Securities, the Debt Securities will be the Corporation’s direct, unsecured and unsubordinated obligations. The Debt Securities will be issued in series under one or more trust indentures (the “ Indenture ”) to be entered into between the Corporation and one or more appropriately qualified financial institution(s) authorized to carry on business as a trustee (the “ Trustee ”) that will be named in a prospectus supplement for a series of Debt Securities. Each such Indenture, as supplemented or amended from time to time, will be filed with the applicable securities commissions or similar authorities in Canada when it is entered into. The description of certain provisions of the Indenture in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the Indenture.

The particular terms and provisions of each issue of Debt Securities will be described in the applicable prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in such prospectus supplement. This description will include, as applicable:

• the designation, aggregate principal amount and authorized denominations of the Debt Securities;

• any limit upon the aggregate principal amount of the Debt Securities;

• the currency for which the Debt Securities may be purchased and in which the principal and any premium or interest is payable (in either case, if other than Canadian dollars);

• the offering price of the Debt Securities and percentage of the principal amount at which they will be issued;

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• the date(s) on which the Debt Securities will be issued and delivered;

• the date(s) on which the Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determining such date(s);

• the rate(s) per annum (either fixed or floating) at which the Debt Securities will bear interest (if any) and, if floating, the method of determining such rate(s);

• the date(s) from which any interest obligation will accrue and on which interest will be payable, and the record date(s) for the payment of interest or the method of determining such date(s);

• any guarantees given in respect of the Debt Securities;

• the ranking of the Debt Securities and, if applicable, their subordination to other indebtedness of the Corporation;

• whether the Debt Securities will be secured or unsecured;

• the identity of the Trustee under the applicable Indenture pursuant to which the Debt Securities are to be issued;

• any redemption terms, or terms under which the Debt Securities may be defeased prior to maturity;

• any repayment or sinking fund provisions;

• events of default and covenants in respect of the Debt Securities;

• whether the Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities, and the basis of exchange, transfer and ownership thereof;

• whether the Debt Securities may be converted or exchanged for other securities of the Corporation or any other entity;

• if applicable, the Corporation’s ability to satisfy all or a portion of any redemption of the Debt Securities, payment of any premium or interest thereon, or repayment of the principal owing upon the maturity through the issuance of securities of the Corporation or of any other entity, and any restrictions on the persons to whom such securities may be issued;

• provisions governing amendments to the Indenture; and

• any other material terms, conditions or other provisions applicable to the Debt Securities, including, without limitation, transferability, adjustment terms and whether the Debt Securities will be listed on an exchange.

Description of Subscription Receipts

The following sets forth certain general terms and provisions of the Subscription Receipts and is not intended to be complete. The Corporation may issue Subscription Receipts that may be exchanged by the holders thereof for Common Shares and/or other Securities of the Corporation upon the satisfaction of certain conditions. The Corporation will issue Subscription Receipts under one or more subscription receipt agreements, a copy of which will be filed by the Corporation with Canadian securities regulators after it has been entered into, and will be available electronically on SEDAR at www.sedar.com.

The particular terms and provisions of each issue of Subscription Receipts will be described in the applicable prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in such prospectus supplement. This description will include, as applicable:

• the number of Subscription Receipts;

• the price at which the Subscription Receipts will be offered and whether the price is payable in installment;

• any conditions to the exchange of Subscription Receipts into Common Shares, and/or other Securities of the Corporation, as the case may be, and the consequences of such conditions not being satisfied;

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• the procedures for the exchange of the Subscription Receipts into Common Shares and/or other Securities of the Corporation, as the case may be;

• the number of Common Shares and/or other Securities of the Corporation, as the case may be, that may be exchanged upon exercise of each Subscription Receipt;

• the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;

• the dates or periods during which the Subscription Receipts may be exchanged into Common Shares and/or other Securities of the Corporation;

• the terms applicable to the gross proceeds from the sale of the Subscription Receipts plus any interest earned thereon; and

• any other material terms and conditions of the Subscription Receipts.

Description of Convertible Securities

The following description sets forth certain general terms and provisions of the Convertible Securities and is not intended to be complete. The detailed provisions of the Convertible Securities may be set out in an indenture, a copy of which will be filed by the Corporation with Canadian securities regulators after it has been entered into, and will be available electronically on SEDAR at www.sedar.com.

The particular terms and provisions of each issue of Convertible Securities will be described in the applicable prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in such prospectus supplement. This description will include, as applicable:

• the title or designation of the Convertible Securities;

• the number of Convertible Securities offered;

• the price at which the Convertible Securities will be offered;

• the number of Common Shares or other Securities that may be issued upon the conversion or exchange of the Convertible Securities and the procedures for conversion or exchange;

• the dates or periods during which the Convertible Securities are exercisable and when they expire;

• the designation and terms of any other securities with which the Convertible Securities will be offered, if any, and the number of Convertible Securities that will be offered with each such Security;

• the material income tax consequences of owning, holding and disposing of the Convertible Securities; and

• any other material terms and conditions of the Convertible Securities including, without limitation, transferability and adjustment terms and whether the Convertible Securities will be listed on a stock exchange.

Description of Warrants

The following sets forth certain general terms and provisions of the Warrants and is not intended to be complete. The Corporation may issue Warrants for the purchase of Common Shares and/or other Securities of the Corporation. The Warrants will either be issued under a warrant indenture or agreement that will be entered into by the Corporation or a trustee at the time of issuance of the Warrants or will be represented by warrant certificates issued by the Corporation. If the detailed provisions of the Warrants are set out in an indenture, a copy of such indenture will be filed by the Corporation with Canadian securities regulators after it has been entered into, and will be available electronically on SEDAR at www.sedar.com.

The particular terms and provisions of each issue of Warrants will be described in the applicable prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in such prospectus supplement. This description will include, as applicable:

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• the title or designation of the Warrants;

• the aggregate number of Warrants offered and the offering price;

• the designation, number and terms of the Common Shares and/or other Securities of the Corporation purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;

• the exercise price of the Warrants;

• the dates or periods during which the Warrants are exercisable and when they expire;

• the designation and terms of any other securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such Security;

• the material income tax consequences of owning, holding and disposing of the Warrants; and

• any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms and whether the Warrants will be listed on a stock exchange.

Description of Units

The following description sets forth certain general terms and provisions of the Units and is not intended to be complete. Units may be comprised of one or more of the other Securities described in this prospectus and in any combination. Each Unit will be issued so the holder thereof is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. A unit agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before a specified date.

The particular terms and provisions of each issue of Units will be described in the applicable prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in such prospectus supplement. This description will include, as applicable:

• the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

• any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;

• whether the Units will be issued in fully registered or global form; and

• any other material terms and conditions of the Units.

CONSOLIDATED CAPITALIZATION

The applicable prospectus supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Corporation that will result from the issuance of securities pursuant to such prospectus supplement.

Since September 30, 2020, the date of the Corporation’s financial statements for the most recently completed financial period, there have been no changes in the Corporation’s consolidated share or debt capital, other than (i) On December 4, 2020, all of our issued and outstanding Common Shares were consolidated on a five-to-one basis; (ii) on February 12, 2021, the Corporation completed an initial public offering of 34,286,000 units at a price of CAD$0.70 per unit for aggregate consideration of CAD$24,000,200. Each unit consisted of one Common Shares and one Common Share purchase warrant (each, an “ IPO Warrant ”) with each IPO Warrant entitling the holder thereof, to acquire one Common Share of the Corporation at an exercise price of CAD$1.00 per IPO Warrant Share until the date that is 36 months following the closing date. On March 6, 2021, the Corporation, pursuant to the terms of the initial public offering, completed the exercise of the over-allotment option, whereby, an additional 3,769,500 Common Shares and an additional 5,142,900 IPO Warrants were issued; and (iii) on February 12, 2021, the Corporation issued 3,735,000 options and 1,250,005 restricted share units in connection with the Corporation’s initial public offering.

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Accordingly, as of March 25, 2021, the Corporation had 39,421,700 IPO Warrants outstanding, 71,080,837 Common Shares outstanding and 669,300 broker warrants outstanding which entitle the holder thereof to purchase 669,300 Common Shares at an exercise price of $0.625 per Common Share and which expire on or before March 30, 2022.

PRICE RANGE AND TRADING VOLUME OF SECURITIES

The Common Shares are listed on the TSXV under the symbol “STRR” and the IPO Warrants are listed on the TSXV under the symbol “STRR.WT”. Information regarding trading price and volume of the Securities will be provided as required for all of the Corporation’s issued and outstanding Securities that are listed on any securities exchange, as applicable, in each prospectus supplement.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required in the applicable prospectus supplement with respect to the issuance of Debt Securities pursuant to such prospectus supplement.

PRIOR SALES

Information regarding prior sales of Securities will be provided as required in a prospectus supplement with respect to the issuance of Securities pursuant to such prospectus supplement.

PLAN OF DISTRIBUTION

The Corporation may sell the Securities, separately or together: (i) to one or more underwriters or dealers; (ii) through one or more agents; or (iii) directly to one or more purchasers, subject to applicable law. The prospectus supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as, as applicable, the method of distribution, the issue price (if the offering is a fixed price distribution), the manner of determining the issue price (if the offering is a non-fixed price distribution) and the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of such offering. Only underwriters so named in the prospectus supplement are deemed to be underwriters in connection with the Securities offered thereby.

If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution, including sales made in transactions that are deemed to be “at-the-market” distributions. Without limiting the generality of the foregoing, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

If underwriters purchase Securities as principal, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those Securities will be subject to certain conditions precedent, and the underwriters may be obligated to purchase all the Securities offered by the prospectus supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. The Securities may also be sold through agents designated by Star Royalties from time to time or directly by Star Royalties at prices and upon terms agreed to by the purchaser and Star Royalties, subject to any applicable dealer registration requirements. Any agent involved in the offering and sale of the Securities pursuant to this prospectus will be named, and any commissions or other remuneration payable by Star Royalties to that agent will be set forth, in the applicable prospectus supplement. Unless otherwise specified in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

Star Royalties may agree to pay underwriters, dealers and agents a commission for services relating to the issue and sale of any Securities offered by this prospectus and the applicable prospectus supplement, which will be paid out of Star Royalties’ general funds or from the proceeds of the sale of the Securities, otherwise specified in the applicable prospectus supplement.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required

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to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

Any offering of Securities, other than Common Shares, will be a new issue of securities. There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus. Unless otherwise specified in the applicable prospectus supplement, the Debt Securities, Subscription Receipts, Convertible Securities, Warrants and Units will not be listed on any securities or stock exchange and purchasers may not be able to resell such Securities purchased under this prospectus and the applicable prospectus supplement. This may affect the pricing of the Debt Securities, Subscription Receipts, Convertible Securities, Warrants or Units in the secondary market (if any), the transparency and availability of trading prices (if any), the liquidity of the Debt Securities, Subscription Receipts, Convertible Securities, Warrants or Units (if any), and the extent of issuer regulation. Certain dealers may make a market in these Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in these Securities or as to the liquidity of the trading market, if any, for these Securities.

In connection with any offering of Securities, except as otherwise set out in a prospectus supplement relating to a particular offering of Securities and other than in relation to an “at-the-market” distribution, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions intended to fix, stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable prospectus supplement, the securities offered hereby have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each underwriter, dealer, agent and direct purchaser of Securities will agree that it will not offer, sell or deliver Securities within the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States.

USE OF PROCEEDS

The net proceeds to us from any offering of Securities, the proposed use of those proceeds and the specific business objectives which we expect to accomplish with such proceeds will be set forth in the applicable prospectus supplement relating to that offering. In general, we intend to use the net proceeds from the sale of any Securities offered under this Prospectus for the acquisition of royalties and streams and for general corporate purposes.

Management of the Corporation will retain broad discretion in allocating the net proceeds of any offering of Securities under this prospectus and the Corporation’s actual use of the net proceeds will vary depending on the availability and suitability of investment opportunities and its operating and capital needs from time to time. All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents as the case may be, will be paid out of the proceeds from the sale of Securities, unless otherwise stated in the applicable prospectus supplement. See “ Risk Factors ”.

EXEMPTIONS

Pursuant to a decision of the Autorité des Marchés Financiers dated March 25, 2021, the Corporation was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference therein and any prospectus supplement to be filed in relation to an “at-the-market” distribution. This exemption is granted on the condition that this Prospectus and any prospectus supplement (other than in relation to an “at-the-market” distribution) be translated into French if the Corporation offers Securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market” distribution.

INTEREST OF EXPERTS

Unless otherwise specified in the prospectus supplement relating to an offering and sale of Securities, certain legal matters relating to such offering and sale of Securities will be passed upon on behalf of the Corporation by Fasken Martineau DuMoulin LLP with respect to matters of Canadian law.

As at the date hereof, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, own less than 1% of the outstanding securities of the Corporation.

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KPMG LLP, Chartered Professional Accountants, are the auditors of Star Royalties who have issued an independent auditors’ report for the year ended December 31, 2019 and from the period of incorporation from February 15, 2018 to December 31, 2018 on which they reported they were independent of the Corporation within the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Corporation’s auditor is KPMG LLP, located at Bay Adelaide Centre, 333 Bay Street suite 4600, Toronto, ON M5H 2S5.

Transfer Agents, Registrars or Other Agents

The transfer agent, warrant agent and registrar for the Common Shares and Warrants will be TSX Trust Company at its principal office in Toronto, Ontario.

PROMOTERS

Anthony Lesiak, Alexandre Pernin and Peter Bures may be considered to have taken the initiative in founding and organizing the Corporation, and may therefore be considered to be promoters within the meaning of Canadian securities laws. Messrs. Lesiak, Pernin and Bures beneficially own, or control or direct, directly or indirectly, 2,450,000 Common Shares, 202,500 Warrants, 550,000 stock options (“ Options ”) and 142,858 restricted share units (“ RSUs ”), 612,000 Common Shares, 8,400 Warrants, 550,000 Options and 142,858 RSUs, and 343,500 Common Shares, 15,500 Warrants, 670,000 Options and 142,858 RSUs, respectively, representing approximately 4.1%, 0.9% and 0.5%, respectively, of the issued and outstanding Common Shares.

RISK FACTORS

Risk factors relating to the Corporation’s business are discussed in the Corporation’s Final Prospectus and certain other documents incorporated by reference or deemed to be incorporated by reference in this prospectus, which risk factors are incorporated by reference in this prospectus. Prospective purchasers of Securities should consider carefully such risk factors, as well as the other information contained in and incorporated by reference in this prospectus and, if applicable, in the applicable prospectus supplement before purchasing Securities offered hereby. If any event arising from these risks occurs, the Corporation’s business, prospects, financial condition, results of operations or cash flows, or your investment in the Securities could be materially adversely affected. Purchasers could lose all or part of their investment in the Securities. See “ Documents Incorporated by Reference ”.

Use of Proceeds

While detailed information regarding the use of proceeds from the sale of Securities will be described in the applicable prospectus supplement, the Corporation will have broad discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in such prospectus supplement if it believes it would be in its best interests to do so as circumstances change. You may not agree with how the Corporation allocates or spends the proceeds from an offering of Securities under this prospectus. The failure by the Corporation to apply these funds effectively could have a material adverse effect on the Corporation’s business, financial condition, cash flows, results of operations or prospects.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable prospectus supplement may describe certain Canadian federal income tax consequences to an investor who is a resident of Canada with respect to the acquisition, ownership and disposition of any Securities offered thereunder.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR CORPORATIONS

Mr. Jay Layman, a director of the Corporation, resides outside of Canada and has appointed the Corporation at 18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4, as his agent for service of process. In addition, Timothy Strong, a Qualified Person (as such term is defined in National Instrument 43-101) also resides outside of Canada and has appointed the Corporation as his agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

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STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province.

In an offering of convertible, exchangeable or exercisable securities, purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in this prospectus or any prospectus supplement is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the security, these amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

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CERTIFICATE OF THE CORPORATION

Dated: March 26, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(signed) “ Alexandre Pernin ” Chief Executive Officer

(signed) “ Kenneth Ngo ” Chief Financial Officer

On behalf of the Board of Directors

(signed) “ Anthony Lesiak ” Director

(signed) “ Beatriz Orrantia Director

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CERTIFICATE OF THE PROMOTER

Dated: March 26, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(signed) “ Anthony Lesiak ” Executive Chairman

(signed) “ Alexandre Pernin ” Chief Executive Officer

(signed) “ Peter Bures ” Chief Business Development Officer