Empress Royalty Adds 14 North American NSR Royalties in US$2.5 Million Almadex Deal

• Empress Royalty Corp. has signed a Royalty Purchase Agreement with Almadex Minerals Ltd. to acquire 14 pre-production net smelter return (NSR) royalties across Canada, the United States and Mexico.
• Total consideration is US$2.5 million, comprising US$1 million in cash and US$1.5 million in Empress shares issued at closing.
• The portfolio includes royalties tied to projects operated by Alamos Gold, McEwen Mining, Kodiak Copper and Westhaven Gold, among others.
• Royalty rates across the portfolio are mostly 2.0% NSR, with one royalty set at 1.5% NSR, covering gold, silver and copper projects.
• Closing is expected before August 31, 2026, subject to standard regulatory and TSX Venture Exchange approvals.

Empress Royalty Corp. (TSXV: EMPR | OTCQX: EMPYF) is a Canada-based royalty and streaming company that builds a portfolio of gold and silver interests by providing non-dilutive capital to mining companies. Rather than operating mines directly, Empress holds royalties and streams, which entitle it to a share of future production or revenue without funding operating costs on those projects. The company has a strategic partnership with Endeavour Financial, giving it access to global investment opportunities and mining finance expertise. Empress states its focus is on creating long-term shareholder value through the royalty and streaming business model.

Acquisition of 14 Pre-Production NSR Royalties From Almadex Minerals for US$2.5 Million in Cash and Shares

Empress Royalty Corp. has entered into a Royalty Purchase Agreement with Almadex Minerals Ltd. to acquire a portfolio of 14 pre-production net smelter return (NSR) royalties. An NSR royalty entitles the holder to a fixed percentage of revenue once a covered project reaches production, without requiring the holder to fund construction, exploration or operating costs.

Total consideration for the portfolio is US$2.5 million, structured as US$1 million in cash and US$1.5 million through the issuance of 2,562,802 common shares at a deemed price of C$0.83 per share, based on the 20 day volume weighted average price prior to signing. The shares will be subject to a four month and one day statutory hold period under Canadian securities law.

As pre-production royalties, none of the 14 projects are currently generating revenue for Empress. The release states the acquisition expands the company's pipeline of future royalty interests at an early stage, while the cash portion of the consideration represents a relatively modest capital outlay relative to the number of royalties acquired.

Diversified Portfolio Spanning Canada, United States and Mexico With Well-Funded Operators Including Alamos Gold, McEwen Mining and Kodiak Copper

The 14 royalties cover projects in British Columbia and Yukon in Canada, Nevada in the United States, and Sonora, Sinaloa, Oaxaca, Veracruz and Chihuahua in Mexico. Most carry a 2.0% NSR, with the Caballo Blanco royalty in Veracruz set at 1.5% NSR. The underlying projects involve gold, silver and copper.

Several of the royalties are tied to projects held by publicly listed operators. Alamos Gold holds the Los Venados royalty near its producing Mulatos mine in Mexico. McEwen Mining holds the El Encuentro royalty near its El Gallo complex. Kodiak Copper operates the Dillard royalty within its MPD copper-gold project in British Columbia, where it reported an initial mineral resource estimate in January 2026. Westhaven Gold holds the Prospect Valley and Skoonka Creek royalties and, according to its own February 2026 disclosure, has an earn-in agreement with Dundee Corporation covering up to C$85 million in staged project funding.

The remaining royalties in the portfolio cover additional properties in British Columbia, Yukon and several Mexican states, held by operators including AuGold Corp., Silver North Resources, Abacus Mining & Exploration, Gold Resource Corporation, Candelaria Mining Corp., Endeavour Silver Corp. and Long & Associates.

Long-Term Optionality and Pipeline Expansion Without Additional Capital Commitments

Under the terms of the transaction, Empress is not required to contribute further capital toward the exploration or development of the underlying projects. The operators are responsible for advancing their respective properties, while Empress holds the right to a percentage of future revenue if a project reaches production. The release describes this structure as providing long-term optionality and upside potential without additional capital commitments from the company.

CEO and President Alexandra Woodyer Sherron said:

"By acquiring these royalties at an early stage, we are expanding Empress' pipeline of future royalty opportunities while maintaining our disciplined approach to capital allocation. This portfolio gives Empress exposure to fourteen royalties across North America. We see potential upside across a number of these projects and believe this acquisition meaningfully expands our pipeline of future royalty interests. Our strengthened balance sheet and increased financial flexibility now allow us to selectively pursue opportunities like this when they offer compelling long-term value. While our primary investment focus remains on producing and near-term producing precious metal royalties and streams, we will continue to capitalize on exceptional opportunities that complement our portfolio and have the potential to generate significant long-term shareholder value."

The portfolio adds to Empress's existing base of producing and development stage royalties, without altering the company's stated primary focus on producing and near-term producing precious metal royalties and streams.

Milestones and Next Steps

Closing of the transaction is expected before August 31, 2026, subject to customary closing conditions, including corporate and regulatory approvals and approval from the TSX Venture Exchange. Among the underlying projects, Kodiak Copper has indicated an updated mineral resource estimate for the MPD project is anticipated in the first quarter of 2027, and Alamos Gold has disclosed that its Puerto Del Aire development at Mulatos is targeted to begin production in mid-2027. McEwen Mining has disclosed a phased redevelopment of its El Gallo complex, with construction targeted to begin in mid-2026 and Phase 1 gold production targeted for mid-2027.

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