Star Metro - Empress Announces Acquisition of North American Royalty Portfolio

"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," stated Alexandra Woodyer Sherron, CEO and President of Empress. "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 provides diversified exposure across three premier mining jurisdictions. Supported by well-funded operators including Alamos Gold, McEwen Mining, Kodiak Copper and Westhaven Gold, the portfolio includes projects with active exploration and development programs as well as clear medium to long-term project catalysts. The royalty interests provide long-term optionality and upside potential without requiring additional capital commitments from Empress. The projects to which Empress will hold a royalty have the potential to benefit from district-scale exploration, operator-driven project advancement, and jurisdictional strength.

Key Portfolio Highlights

Prospect Valley Royalty and Skoonka Creek Royalty (British Columbia, Canada)

• Prospect Valley Royalty and Skoonka Creek Royalty (British Columbia, Canada) - The Prospect Valley Royalty and Skoonka Creek Royalty each consist of a 2.0% NSR covering Westhaven Gold Corp.'s ("Westhaven") 100%-owned Prospect Valley and Skoonka Creek projects, respectively, located within the Spences Bridge Gold Belt in southern British Columbia. The projects form part of Westhaven's district-scale land package, where Westhaven controls more than 60,000 hectares prospective for epithermal gold mineralization. In February 2026, Westhaven completed a strategic earn-in agreement with Dundee Corporation ("Dundee"), under which Dundee may earn up to a 60% interest in the four-project district by funding up to C$85M in staged project expenditures, including a firm commitment to invest C$30M during the initial phase (Westhaven Press Release dated February 23, 2026). The partnership combines Dundee's financial commitment with Westhaven's experienced leadership and technical team and is expected to accelerate exploration and development across the district (Westhaven Press Release dated February 23, 2026). Continued exploration success at Westhaven's flagship Shovelnose Gold Project and the broader Spences Bridge Gold Belt has the potential to enhance the long-term value of the Prospect Valley and Skoonka Creek royalties.

• Dillard Royalty (British Columbia, Canada) - The Dillard Royalty is a 2.0% NSR covering mineral claim 249368, which forms part of Kodiak Copper Corp.'s ("Kodiak") 100%-owned MPD Copper-Gold Project ("MPD") in southern British Columbia. The MPD Project is a district-scale copper-gold porphyry system comprising multiple mineralized zones across a large, consolidated land package. In January 2026, Kodiak announced its inaugural NI 43-101 mineral resource estimate for MPD, which included the Dillard deposit as one of seven resource areas (Kodiak Press Release dated January 23, 2026). The Dillard Royalty provides Empress with exposure to an exploration project operated by an experienced management team with a track record of discovery and value creation. Kodiak announced that its 2026 drill program is targeting further resource expansion at Dillard, with an updated mineral resource estimate anticipated in Q1 2027. Continued drilling, resource growth and advancement of the broader MPD Project have the potential to enhance the long-term value of the royalty.

• Los Venados Royalty (Sonora, Mexico) - The Los Venados Royalty is a 2.0% NSR covering the Los Venados property, located within Alamos Gold Inc.'s ("Alamos") producing Mulatos District in Sonora, Mexico. Los Venados is strategically located approximately one to two kilometres from the Mulatos open pit mine and near the high-grade Puerto Del Aire ("PDA") underground development project, which is expected to begin production in mid-2027 (Alamos Gold Press Release dated September 4, 2024). The Mulatos District is a long-established gold-producing district with existing infrastructure, multiple mineralized zones and significant exploration potential. In 2025, Alamos consolidated ownership of Los Venados through its subsidiary, Minas de Oro Nacional, further integrating the property into its broader Mulatos District growth strategy (Aloro Mining Press Release dated May 7, 2025). Alamos has announced that its ongoing district-wide exploration program is focused on identifying additional higher-grade mineralization that could support future mill feed for PDA and extend the long-term production profile of the Mulatos District. Continued exploration success and advancement of PDA have the potential to enhance the long-term value of the Los Venados Royalty.

• El Encuentro Royalty (Sinaloa, Mexico) - The El Encuentro Royalty is a 2.0% NSR covering McEwen Inc.'s ("McEwen") El Encuentro project, located approximately 10 kilometres from McEwen's El Gallo gold-silver complex in Sinaloa, Mexico. El Encuentro is situated in a productive gold-silver belt and covers an area of hydrothermal alteration and gold-silver mineralization, providing Empress with exposure to potential future growth within McEwen's broader regional land package. McEwen has disclosed that it is advancing the restart of the El Gallo complex through a phased redevelopment strategy, with construction targeted to begin in mid-2026 and Phase 1 gold production targeted for mid-2027 (McEwen Press Release dated December 16, 2025). The project benefits from proximity to established mining infrastructure and an experienced operator in Mexico. Continued advancement of the El Gallo restart and future regional exploration have the potential to enhance the long-term value of the El Encuentro Royalty.

• Willow Royalty (Nevada, United States) - The Willow Royalty is a 2.0% NSR covering Abacus Mining & Exploration Corp.'s ("Abacus") 100%-owned Willow copper-gold property, located within the Yerington copper district in Nevada, one of North America's premier porphyry copper belts. The project is prospective for copper-gold porphyry mineralization and has been advanced through geological, geochemical and geophysical surveys, together with drilling that intersected the Luhr Hill granite, the host rock associated with known porphyry copper deposits in the district (Abacus Press Release dated October 28, 2021). Continued exploration and drilling have the potential to enhance the long-term value of the Willow Royalty.

Royalty Portfolio

Transaction Terms

Under the terms of the Agreement, total consideration for the Royalty Portfolio is US$2.5M, payable as to US$1M in cash and US$1.5M through the issuance of 2,562,802 common shares of the Company (the "Consideration Shares"). The Consideration Shares will be issued on closing of the Transaction at a deemed price of C$0.83 per share, calculated based on the 20-day VWAP at the trading day immediately prior to the date of execution of the Agreement and converted at the prevailing Bank of Canada exchange rate.

The Consideration Shares will be subject to a statutory hold period of four months and one day from the date of closing of the Transaction, in accordance with applicable Canadian securities laws.

Closing of the Transaction is expected to occur before August 31, 2026, and is subject to the satisfaction of customary closing conditions, including the receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.

Qualified Person

Grant Carlson, P. Eng., a Qualified Person as defined by National Instrument 43-101 and a consultant to the Company, has reviewed, verified and approved the disclosure of the technical information contained in this news release.

ABOUT EMPRESS ROYALTY CORP.

Empress is a global royalty and streaming creation company providing investors with a diversified portfolio of gold and silver investments. Empress has built a portfolio of precious metal investments and is actively investing in mining companies that require additional non-dilutive capital. The Company has a strategic partnership with Endeavour Financial, which allow Empress to access global investment opportunities while benefiting from mining finance expertise and deal structuring. Empress is focused on continuously creating long-term shareholder value through the proven royalty and streaming business model.

ON BEHALF OF EMPRESS ROYALTY CORP.

Per: Alexandra Woodyer Sherron, CEO and President

For further information, please visit our website at www.empressroyalty.com, or contact us by email at [email protected] or by phone at +1.604.331.2080.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

The information contained herein includes "forward-looking statements" and "forward looking information" as defined under applicable Canadian securities laws ("forward-looking statements"). Forward-looking statements and information can generally be identified by the use of terms such as "may", "will", "should", "expect", "intend", "estimate", continue", "believe", "plans", "anticipate" or similar terms.

Forward-looking information and statements include, but are not limited to, statements with respect to the activities, events or developments that Empress expects or anticipates will or may occur in the future, including those regarding the acquisition of the royalty portfolio pursuant to the Agreement, including the benefits and timing thereof, the applicable royalties, including the long-term potential thereof, the projects underlying the applicable interests it proposes to acquire, including the plans and expectations of the operators and owners of the applicable projects, including anticipated exploration and development activities and the timing thereof, the financial capabilities of the operators and owners of the applicable projects, future growth and ability to create new streams or royalties, the development and focus of the Company, its acquisition strategy, the plans and expectations of the operators of the projects underlying its interests, including the proposed advancement and expansion of such projects; the results of exploration, development and production activities of the operators of such projects; and the Company's expectations regarding future revenues.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about Empress's business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions and although the assumptions made by the Company in providing forward-looking information and statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate. Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of Empress to differ materially from any projections of results, performances and achievements of Empress including, without limitation, the ability to complete the transactions contemplated by the Agreement, including receipt of all applicable approvals, any inability of the operators of the properties underlying the Company's royalty and stream interests to execute proposed plans for such properties or to achieve planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, risks related to international operations, government relations and environmental regulation, uncertainty relating to the availability and costs of financing needed in the future and the Company's ability to carry out its growth plans as well as the impact of the COVID-19 pandemic and other related risks and uncertainties. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the annual information form of Empress for the year ended December 31, 2025 and its other publicly filed documents under its profile at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information and statements. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

Disclosure relating to properties in which Empress holds, or is proposing to acquire, royalty or stream interests is based on information publicly disclosed by the owners or operators of such properties. The Company generally has limited or no access to the properties underlying its interests and is largely dependent on the disclosure of the owners or operators of its interests and their qualified persons and other publicly available information. The Company generally has limited or no ability to verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. In addition, certain information publicly reported by operators may relate to a larger property than the area covered by the Company's interest, which often may only apply to a portion of the overall project area or applicable mineral resources or reserves.

SOURCE: Empress Royalty Corp.

View the original press release on ACCESS Newswire

F.Leblanc--SMC