Empress Royalty Corp. Agrees to Acquire Tongon Gold Stream and New Credit Facility

• Empress Holdings, a wholly owned subsidiary of Empress, signed a Stream Purchase Agreement with Appian Tongon Streamco Ltd. to acquire 3.58% of payable gold production from the Tongon Mine for an upfront cash payment of US$62 million.
• Empress Holdings also entered into a US$75 million senior secured credit facility with Appian Empire Loanco Ltd., consisting of a US$55 million initial draw to help fund the acquisition and a further US$20 million available for future royalty and stream purchases.
• Alexandra Woodyer Sherron, CEO and President of Empress, stated the transaction is expected to increase the Company's gold ounces, revenue and cash flow from an established producing mine.
• Empress used part of the proceeds to fully repay its existing credit facility with Nebari Gold Fund 1, LP and Nebari Natural Resources Credit Fund II, LP, and the associated security has been discharged.
• Closing of both the stream acquisition and the credit facility is expected shortly, subject to customary conditions including corporate, regulatory and TSX Venture Exchange approvals.

Empress Royalty Corp. (TSXV:EMPR)(OTCQX:EMPYF) is a Vancouver, British Columbia-based royalty and streaming company that provides investors with a portfolio of gold and silver interests. The Company has a strategic partnership with Endeavour Financial, which gives it access to investment opportunities along with mining finance and deal structuring expertise.

Acquisition of Tongon Gold Mine Stream From Appian for US$62 Million Providing 3.58% of Payable Gold Production From Established Côte d'Ivoire Operation

Under the agreement, Empress Holdings will pay Appian US$62 million in cash at closing for a stream on gold production from the Tongon Mine. A stream is a financing arrangement in which a company pays upfront for the right to purchase a fixed share of a mine's future output at a set price, rather than owning or operating the mine itself. Empress will receive 3.58% of Tongon's payable gold production until 400,000 cumulative ounces have been delivered, after which the share steps down to 2.93% and later to 0.81% for the remainder of a term of approximately 29 years. Empress will pay 0.5% of the prevailing gold price for each ounce delivered under the stream.

Tongon is a conventional open pit gold mine located in northern Côte d'Ivoire, approximately 540 kilometres north of Abidjan, and has been in commercial production since late 2010. It has produced more than 3 million ounces of gold to date. The mine is owned and operated by Atlantic Group, which acquired the operation from Barrick in 2025. In 2025, Tongon produced approximately 125,600 ounces of gold, generating around US$445 million in revenue and US$164 million in earnings before interest, taxes, depreciation and amortisation, with the operator also reporting approximately US$75 million in free cash flow during the first half of 2026. The operation includes an established processing plant with a capacity of about 4 million tonnes per year, along with grid power, water supply and other site infrastructure.

Atlantic Group has continued exploration on Tongon's satellite deposits since acquiring the mine, including reverse circulation and diamond drilling, mapping and metallurgical testwork completed during the first half of 2026. 

Alexandra Woodyer Sherron, CEO and President of Empress, said:

"The Tongon Gold Stream is expected to substantially increase our gold ounces, revenue and cash flow from an established producing mine."

US$75 Million Senior Secured Credit Facility With Appian Including US$55 Million Initial Draw and US$20 Million for Future Acquisitions

Empress Holdings, as borrower, and Empress, as guarantor, entered into a US$75 million senior secured credit facility with Appian Empire Loanco Ltd. An initial draw of US$55 million will help fund the US$62 million upfront payment for the Tongon stream, with the remaining balance and closing costs covered by Empress' existing cash. A further US$20 million will be available for 12 months following closing to fund future royalty and stream acquisitions.

The facility carries interest of 7.50% per year plus three month Term SOFR, a benchmark short term lending rate, subject to a minimum SOFR of 3.50%, payable quarterly in cash. It has a 36 month term, with no scheduled principal repayments in the first 12 months. Empress will issue warrants to Appian representing 2.2% of its fully diluted shares in connection with the initial draw, with additional warrants of up to 0.80% tied to any future draws on the remaining US$20 million. No portion of the credit facility is convertible into securities of the Company.

Timothy Mister, Head of Credit and Royalties at Appian, said:

"Appian's credit and royalty strategy centers on providing strong management teams with creative, flexible and non-dilutive capital solutions to support their growth. Empress has taken a disciplined approach to building its precious-metals royalty and streaming portfolio, and we are pleased to give our investors exposure to it through this tailored credit facility, which provides additional capacity for future expansion."

A warrant gives the holder the right to purchase Company shares at a set price in the future and is a common feature of this type of lending arrangement, separate from the interest paid on the facility itself.

Transformational Portfolio Scale-Up Substantially Increasing Empress Gold Ounces Revenue and Cash Flow While Limiting Shareholder Dilution

Alongside the Tongon acquisition, Empress used part of the transaction proceeds to fully repay its prior credit facility with Nebari Gold Fund 1, LP and Nebari Natural Resources Credit Fund II, LP. Following the repayment, the security previously granted to Nebari has been discharged. This consolidates the Company's outstanding debt under the new Appian facility.

Alexandra Woodyer Sherron, CEO and President of Empress, said:

"This will be a transformational transaction for Empress. The US$75M credit facility provides Empress with the financial capacity to complete this Investment while preserving our liquidity and limiting shareholder dilution. It also provides additional capital to pursue future royalty and stream opportunities as we continue to build scale and quality of the Empress portfolio."

The Tongon stream adds an established, producing mine to the Empress portfolio, while the credit facility funds the acquisition and provides additional capital for further royalty and stream purchases over the next 12 months. The transaction is structured so that dilution is limited to the warrants issued in connection with each draw on the facility, rather than the debt itself converting into Company shares.

Milestones and Next Steps

Closing of the Tongon stream acquisition and the credit facility is expected shortly, subject to completion of confirmatory due diligence, satisfaction of the lender's requirements, and receipt of corporate, counterparty, regulatory and TSX Venture Exchange approvals. The technical disclosure in the announcement was reviewed by Grant Carlson, a Qualified Person under National Instrument 43-101. The remaining US$20 million portion of the credit facility will be available for 12 months following closing to fund future royalty and stream acquisitions as Empress continues to build out its portfolio.

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