Star Metro - Empress Announces Agreement to Acquire Tongon Gold Stream and Secures Debt Financing

In addition, Empress Holdings, as the Borrower, entered into a US$75M senior secured, credit facility (the "Credit Facility") today with Appian Empire Loanco Ltd. (the "Lender", "Appian"). The Credit Facility provides for an initial draw of US$55M at closing to partially fund the Investment and a further US$20M commitment to fund future royalty and stream acquisitions. The balance of the Investment and closing costs will be funded from Empress' existing cash resources.

"This will be a transformational transaction for Empress," stated Alexandra Woodyer Sherron, CEO and President of Empress. "The Tongon Gold Stream is expected to substantially increase our gold ounces, revenue and cash flow from an established producing mine. Additionally, our due diligence has identified significant opportunity for continued reserve replacement and successful exploration providing additional long-term value to 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."

"We are pleased to welcome Empress as the long-term streaming partner for Tongon," stated Mr ABISSA Kouakou Anzoua, CEO of the Atlantic Group. "We value the specialist precious-metals financing expertise and partnership approach they bring in support of our objectives. Tongon is a cornerstone asset for Atlantic Group, and this transaction supports the next phase of our plans for the mine. Our strategy is centered on sustained investment in exploration and reserve replacement, continued operational improvement, and the development of satellite deposits through Tongon's established infrastructure. Together, these initiatives are aimed at extending mine life, growing production, and strengthening Tongon's long-term contribution to Côte d'Ivoire and the communities in which we operate. Timothy Mister, Head of Credit and Royalties at Appian, commented, "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."

GOLD STREAM INVESTMENT

Under the terms of the Agreements, the Stream entitles the Empress Holdings to receive 3.58% of payable gold production from Tongon until 400,000 cumulative ounces produced since January 31, 2026 have been delivered. The Stream percentage then steps down to 2.93% of payable gold production until 600,000 cumulative ounces have been delivered. Thereafter, the Stream continues at 0.81% of payable gold production for the remainder of the Stream term of approximately 29 years from the date of the Acquisition.

The purchase price payable by Empress Holdings for each ounce of gold delivered under the Stream will be 0.5% of the gold market price as of the time of delivery of such refined gold.

In consideration for the Stream, Empress Holdings will pay the Seller US$62M in cash on closing. In addition, the Seller may receive contingent payments of US$40 per ounce produced when off-taker deliveries reach 400,000 ounces following closing. The contingent payments will be capped at US$19M in aggregate.

The Seller may also receive participation payments equal to 35% of Empress Holdings' Stream economics attributable to annual Tongon gold production above 51,000 ounces during the period following the contingent payments reaching its cap through 2040. The contingent payments and any subsequent participation payments are dependent upon future production from Tongon and the value of gold received by Empress Holdings under the Stream. Such amounts may not become due and owing, in whole or in part, or may be deferred in accordance with the terms of the Stream Purchase Agreement.

Any time during the two-month period commencing on the earlier of (i) the repayment of Credit Facility and (ii) June 30, 2029, the Purchaser may terminate the Seller's right to receive participation payments by payment to the Seller of a buyback payment equal to the greater of (i) the net present value of the Seller's right to receive participation payments and (ii) US$3,000,000.

Empress Holdings will have the right to, at its sole discretion, extinguish the contingent and participation obligations at any time. The amount payable to exercise this right will be equal to i) US$19M plus ii) the greater of US$3M and the amount determined under the agreed net asset value formula contained in the Stream Purchase Agreement, less iii) the aggregate amount of the contingent payments and participation payments delivered to the Seller by Empress at such time.

Amounts that become due and owing to the Seller will be secured by a second priority perfected security interest, subordinated to the Credit Facility obligations and subject to permitted liens, over the assets of Empress Holding and its subsidiaries, together with a pledge of the shares of Empress Holdings.

Closing of the Investment and Credit Facility is expected to occur shortly and remains subject to customary conditions, including completion of confirmatory due diligence, satisfaction of the Credit Facility requirements, receipt of required corporate, counterparty, regulatory and TSX Venture Exchange approvals, confirmation of the applicable security and intercreditor arrangements, and the absence of a material adverse change.

TONGON GOLD MINE

The Tongon Gold Mine is an established, conventional open-pit gold operation located in northern Côte d'Ivoire, approximately 540 kilometres north of Abidjan. Tongon is owned and operated by Atlantic Group, which acquired Barrick's approximately 90% interest in the mine in 2025.

Tongon has a long operating history and a demonstrated production record. Originally developed by Randgold Resources and later operated by Barrick following the combination of Randgold and Barrick, Tongon commenced commercial production in late 2010 and has since produced more than 3 million ounces of gold based on the Barrick annual reports. In 2025, based on information provided to Empress by the operator, Tongon produced approximately 125,600 ounces of gold and generated approximately US$445 million in revenue and US$164 million in earnings before interest, taxes, depreciation and amortisation. The operator also reported approximately US$75 million in free cash flow during the first half of 2026.

Annual production between 2021 and 2025 at the Tongon Mine, as reported by Barrick in their annual reports, is summarized in the table below:

¹ Production figures were sourced directly from Barrick's published annual reports for 2021-2025 and represent Barrick's 89.7% attributable share of production.

² Total annual production (100% basis) was calculated by grossing up Barrick's reported attributable production figures from its 89.7% ownership interest.

³ On October 6, 2025 Barrick reached an agreement to sell their interests in the Tongon Gold Mine to the Atlantic Group. The reported numbers are production to this date.

The operation comprises multiple open pits, including the principal North Zone and South Zone deposits, together with a network of satellite deposits that provide additional sources of mill feed. These deposits support an established processing facility with crushing, grinding, flotation and carbon-in-leach circuits, as well as tailings storage infrastructure. The processing plant has an effective capacity of approximately 4 million tonnes per year and processed approximately 3.70 million tonnes in 2025 at an average gold recovery of approximately 83%.

Tongon benefits from a complete operating platform, including an established processing plant, grid power supplemented by on-site standby generation, water supply from the Badeni River water-storage system and reclaimed water from the tailings storage facility, dedicated haul roads, road access, an operational airstrip, camp facilities and other supporting infrastructure. This infrastructure provides the foundation for continued production from existing mining areas and for the advancement of nearby satellite deposits using existing facilities.

The mine is located within the Paleoproterozoic West African Craton, in the Birimian Senoufo Greenstone Belt of northern Côte d'Ivoire. The principal Tongon mineralized system comprises the North Zone and South Zone deposits, which are interpreted as gold-skarn deposits. Mineralization is developed within altered mafic to intermediate volcaniclastic rocks and is controlled by favourable host lithology and structure. In addition to the principal Tongon deposits, several satellite gold deposits occur within the wider project area, including Djinni, Mercator and Fonondara. These satellite deposits are generally characterized by structurally controlled hydrothermal gold mineralization and provide additional opportunities to supplement production.

Since operations commenced, several satellite pits have been established along a strike length of more than 20 kilometres to the northeast and southwest of the main Tongon mining areas. Dedicated haul roads connect these satellite mining areas to the central processing facilities, enabling the operation to use existing infrastructure to support future mine feed. During the later years of Randgold and Barrick ownership, and following Atlantic Group's acquisition of Tongon, exploration has increasingly focused on satellite deposits and near-mine targets with the potential to extend production beyond the current mine plan.

Following its acquisition of Tongon in late 2025, Atlantic Group continued an extensive exploration program during the first two quarters of 2026. This work included reverse circulation and diamond drilling, auger drilling, geological mapping, lithogeochemical sampling and metallurgical testwork. Drilling during this period confirmed continuity of mineralization at a number of prospects and extended portions of the known mineralized system, supporting the potential for continued resource definition around established mining areas and along the broader structural corridors that host the satellite deposits.

Tongon is well suited to conventional open-pit mining, with near-surface mineralization and mining undertaken using hydraulic excavators and haul trucks. Much of the material is saprolitic and free-digging, although blasting is required at greater depths. The processing plant treats oxide, transition and sulphide mineralized material and has been modified over the operating life of the mine to respond to changes in feed characteristics and metallurgical performance. The current flowsheet includes run-of-mine handling, staged crushing, ball milling and classification, rougher sulphide flotation, concentrate regrinding, pre-leach thickening, carbon-in-leach recovery, elution, electrowinning and smelting to produce doré, cyanide detoxification and tailings disposal.

The configuration of the processing plant provides operating flexibility to treat different material types expected in the mine plan. Historical performance has shown that gold recovery can vary depending on plant feed characteristics, particularly where carbonaceous or preg-robbing material is present. Metallurgical testwork has been undertaken on graphitic mineralization to assess opportunities to improve gold recovery from carbonaceous material.

Tongon is located within the Nielle Mining Permit, which is in good standing. Environmental permits are also in good standing, and environmental and social impact assessments have been completed for successive satellite pit developments. Tongon has long-established management systems for environment, safety and community relations and is accredited to ISO 14001 and ISO 45001. Environmental monitoring programs are in place, with reports periodically submitted to government authorities. The operation also has a Community Development Plan, a Grievance Mechanism and formal agreements with local communities. Progressive rehabilitation and closure planning, supported by financial assurance, are also in place.

Existing production, infrastructure, cash flow and exploration activity support the acquisition of the gold stream. Tongon is an established operating mine with a demonstrated production history, functioning processing and site infrastructure, access to power and water, an experienced operating workforce, active environmental and community management systems and multiple deposits capable of providing mill feed. Future production beyond the current mine planning period will depend on continued reserve replacement, exploration success, conversion of Mineral Resources into Mineral Reserves, metallurgical performance, permitting and mine plan execution. Empress's diligence has identified reserve replacement, metallurgical variability in certain ore domains, geotechnical conditions, tailings management and execution of the future mine plan as important ongoing considerations.

APPIAN CREDIT FACILITY

Empress Holdings, as Borrower, and the Company, as limited recourse guarantor, have entered into definitive agreements with the Lender for a US$75M senior secured Credit Facility. The Company expects to draw US$55M (the "Initial Draw") on closing. The proceeds of the Initial Draw will be used to partially fund the US$62M upfront payment for the Stream. The remaining US$20M commitment will be available for 12 months following closing (the "Deferred Draws") to fund future mutually agreed royalty and stream acquisitions.

The Credit Facility will bear interest at a rate equal to 7.50% per annum plus three-month Term SOFR, subject to a minimum Term SOFR rate of 3.50%. Interest will be payable quarterly in arrears in cash. An arrangement fee equal to 1.00% of the total US$75M Credit Facility will be payable on closing. An original issue discount equal to 1.50% of each amount drawn will also apply at the time of the applicable draw.

The Credit Facility will have a term of 36 months from closing. No scheduled principal amortisation will be payable during the first 12 months. The Credit Facility will be secured by a first priority perfected security interest, subject to permitted liens, over the assets of the Borrower and its subsidiaries, together with a pledge of the shares of the Borrower. No portion of the Credit Facility is convertible into securities of the Company.

On closing, Empress will issue warrants (the "Initial Warrants") to the Lender in connection with the Initial Draw, representing 2.2% of the Company's fully diluted common shares. The Initial Warrants will have an exercise price equal to $1.17 and will expire on the maturity date of the Credit Facility and will not be extendable. For each Deferred Draw thereafter, additional warrants (the "Deferred Warrants") will be issued, representing up to 0.80% of Empress' fully-diluted common shares, calculated proportionately based on the amount of each Deferred Draw. The exercise price of the Deferred Warrants will be calculated based on a 20% premium to the 20-day volume weighted average trading price of the Company's shares on the TSX Venture Exchange ("TSXV") on the date of draw, but in any event will be no less than the Company's closing market price on the date of draw. The Deferred Warrants will expire on the maturity date of the Credit Facility and will not be extendable. All Warrants will be exercisable on a cash or cashless basis. The issuance, final number and exercise price of the warrants will be subject to the policies and approval of the TSXV.

The initial draw under the Credit Facility remains subject to customary conditions precedent, including completion of lender due diligence, execution and delivery of the required security documentation, receipt of applicable corporate and regulatory approvals, the absence of a material adverse change and satisfaction of the other conditions contained in the Credit Facility documentation.

Both the Seller and the Lender are arm's length to the Company.

ADVISORY FEES

In connection with the Credit Facility and Investment, the Company has agreed to pay an aggregate of US$2,690,000 advisory fees (the "Advisory Fees") to certain advisors (the "Advisors") to the Company. A portion of the Advisory Fees, being those due to Endeavour Financial (Cayman) Limited, of which David Rhodes, Executive Chairman of the Company, is a shareholder and director, and Jasper Management & Advisory Corp., which is at arm's length to the Company, will be paid in 2,125,027 common shares of the Company (the "Fee Shares"), calculated based on the 20-day volume weighted average trading price of the Company's shares on the TSX Venture Exchange on the date of this news release, being $0.97. Of the Fee Shares, 1,560,955 will be issued to Endeavour. The Advisory Fees are subject to Exchange review and acceptance. The Fee Shares will be subject to a statutory hold period of four months and one day from the date of issuance.

RELATED PARTY TRANSACTION

Endeavour is a "related party" of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). David Rhodes, Executive Chairman of the Company, is a director and shareholder of Endeavour and will indirectly benefit from the issuance of the Fee Shares. Accordingly, the issuance of the Fee Shares to Endeavour constitutes a "related party transaction" within the meaning of MI 61-101.

The Company is relying on the exemptions from the formal valuation requirement in section 5.5(a) and from the minority approval requirement in section 5.7(1)(a) of MI 61-101, on the basis that, at the time the transaction was agreed to, neither the fair market value of the Fee Shares, nor the consideration for the Fee Shares, exceeded 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

The issuance of the Fee Shares was reviewed and approved by the board of directors of the Company. David Rhodes declared his interest in the transactions related to the Credit Facility and Acquisition and abstained from voting on the resolutions approving the issuance of the Fee Shares. The Company will not have filed a material change report at least 21 days before the issuance of the Fee Shares because there was no certainty the transaction would close, which the Company considers reasonable and necessary in the circumstances.

REPAYMENT OF EXISTING NEBARI CREDIT FACILITY

Empress has repaid in full all principal, accrued interest, fees and other amounts outstanding under its existing credit facility with Nebari Gold Fund 1, LP and Nebari Natural Resources Credit Fund II, LP (collectively, "Nebari"). Following this repayment, the security granted in favour of Nebari has been discharged in accordance with customary release and registration procedures. Empress acknowledges Nebari's support of the Company and its growth strategy during the term of the existing facility.

MARKETING SERVICES AGREEMENT

The Company announces that it has entered into a marketing services agreement ("MSA") with Resource Stock Digest ("RSD"), a company based out of Texas, U.S.A, effective September 1, 2026. Pursuant to the MSA, RSD has agreed to provide certain promotional services to the Company in accordance with Policy 3.4 - Investor Relations, Promotional and Market-Making Activities of the TSX Venture Exchange. RSD has been engaged for a three-month advertising and marketing program for total cash consideration of US$95,000 payable in two equal tranches of US$47,500.

RSD conducts interviews with the Company and produces Company-approved content that is distributed to RSD's subscriber base and connects issuers to the investment community across North America. There is no performance factors contained in the Agreement, and RSD will not receive common shares or options as compensation. Further, RSD and the Company are arm's length and, at the time of the MSA, neither RSD nor any of its principals have an interest, directly or indirectly, in the securities of the Company. The MSA is subject to the approval of the TSX Venture Exchange.

INVESTOR WEBINAR

Join Alexandra Woodyer Sherron, CEO & President, and David Rhodes, Executive Chairman, for a live investor webinar to discuss this news release on Thursday, 17 September 2026, at 1:30 pm Pacific Time (4.30 pm Eastern Time).

To register for the webinar, please follow the link below:

https://events.teams.microsoft.com/event/a87d2dc3-4041-4a2f-b286-f60eb651bff4@3b560bf5-1bc9-411d-b279-94499bfde5ce?source=copyLinkOneEventsShareDialog

QUALIFIED PERSON

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

The Qualified Person's review does not constitute independent verification of all technical and operating information prepared or reported by the owner or operator of Tongon.

ABOUT ATLANTIC GROUP

Atlantic Group is a diversified West and Central African business group with operations spanning banking, insurance, industry and financial services. Through AFG Holding, the group maintains an established operating presence across the region and manages approximately US$7B in banking assets. Atlantic Group entered the mining sector through its acquisition of Tongon and has assembled an operating team with experience from major international mining companies, including Barrick, Randgold, AngloGold Ashanti, Anglo American, Coeur Mining and Allied Gold.

ABOUT APPIAN CAPITAL ADVISORY LIMITED

Appian Capital Advisory Limited is the investment advisor to long-term value-focused private capital funds that invest in companies in metals, mining, and adjacent industries. Appian is a leading investment advisor with global experience across South America, North America, Australia and Africa and a successful track record of supporting companies in metals, mining, and adjacent industries to achieve their development targets, with a global operating portfolio overseeing over 13,000 employees. Appian has a global team of ~100 experienced investment professionals, combining financial and technical expertise, with presences in London, Abu Dhabi, New York, Dubai, Belo Horizonte, Hong Kong, São Paulo and Toronto. For more information, please visit www.appiancapitaladvisory.com.

ABOUT EMPRESS ROYALTY CORP.

Empress is a global royalty and streaming company providing investors with a diversified portfolio of gold and silver investments. The Company has strategic partnership with Endeavour Financial which allows Empress to not only access global investment opportunities but also bring unique mining finance expertise and deal structuring. Empress is looking forward to continuously creating value for its shareholders through the proven royalty and streaming models.

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 Royalty Corp. ("Empress" or the "Company") expects or anticipates will or may occur in the future, including those regarding the Credit Facility and the Acquisition, 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, 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 it profile a 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 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 operators of its interests 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.

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